SECURITY AGREEMENT
(Equipment)
FOR VALUE RECEIVED, Optic Software, Inc., a Georgia corporation, with its
principal place of business and chief executive offices located at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (together with its successors and
assigns, "Debtor"), agrees with PREMIER LENDING CORPORATION, a Georgia
corporation with offices located in Atlanta, Georgia (together with its
successors and assigns, "Secured Party"), as follows:
I. Definitions. When used in this Agreement:
A. "Liabilities" shall mean all obligations of Debtor hereunder, all
obligations of Debtor arising out of any agreement with regard to the
assignment of accounts receivable between Secured Party and Debtor,
heretofore, now, or hereafter effective (including any loans, advances, and
over-advances made thereunder), all obligations of Debtor to Secured Party
under any note, all contracts of suretyship, guaranty, or accommodation, and
all other obligations of Debtor to Secured Party, however, and whenever
created, arising or evidenced, whether direct or indirect, absolute,
contingent or otherwise, whether originally to Secured Party or assigned to
Secured Party, now or hereafter existing, or due or to become due.
B. "Collateral" shall mean the following personal property:
(a) all of Debtor's presently existing and hereafter acquired
equipment, wherever located, including without limitation machinery,
fixtures, appliances, furniture, and motor vehicles, and all
additions, replacements, and accessions to the foregoing
("Equipment");
(b) all books and records pertaining to the foregoing; and
(c) all proceeds and products of the foregoing.
C. "Default" shall mean the occurrence of any of the following events.,
(1) nonpayment when due of any amount payable an any of the Liabilities or
failure to perform any agreement or meet any obligation of Debtor contained
herein or in any agreement out of which any of the Liabilities arose; (2) any
statement, representation or warranty of Debtor made orally or in writing
herein or in any other writing or statement at any time furnished or made by
Debtor to Secured Party is untrue in any material respect as of the date
furnished or made; (3) suspension of the operation of Debtor's present
business; (4) Debtor becomes insolvent or unable to pay debts as they mature,
or admits in writing to such affect, makes a conveyance fraudulent as to
creditors under any state or federal law, makes an assignment for the benefit
of creditors, or a proceeding is instituted by or against Debtor alleging
that Debtor is insolvent or unable to pay debts as they mature, or a petition
under any chapter of the Bankruptcy code, an amended, is brought by or
against Debtor; (5) entry of any judgment against Debtor or creation,
assertion or filing of any lien against the property of Debtor (6)
dissolution, merger, or consolidation of Debtor; (7) transfer of a
substantial part of the property of Debtor; (8) sale, transfer or exchange,
either directly or indirectly, of a controlling stock interest of Debtor, it
Debtor is a corporation; (9) appointment of a receiver for the Collateral or
for any property in which Debtor has an interest; (10) seizure of the
Collateral by any third party; or (11) Secured Party in good faith feels
insecure.
II. GRANT OF SECURITY INTEREST. As security for the full payment and
performance of the Liabilities, Debtor hereby grants to Secured Party a
security interest in and security title to the Collateral.
III. DEBTORS REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor hereby
warrants, represents, and covenants that;
A. The execution, delivery and performance of this Agreement are within
Debtor's legal power, have been duly authorized, are not in violation of law,
or, if Debtor is a corporation, the terms of Debtor's Articles of
Incorporation, By-Laws or other incorporation papers, or in any event of any
indenture agreement or undertaking to which Debtor is a party or by which
Debtor is bound;
B. Debtor has full and absolute title TO the Collateral presently
existing, free of all security interests, liens and claims whatsoever, Debtor
will obtain full and absolute title to Collateral hereafter acquired
immediately upon or prior to receiving possession thereof, and Debtor will at
all times hereafter keep the Collateral free of all security interests,
liens, and claims whatsoever, other than the security interest granted herein;
C. No financing statement, mortgage, notice of lien, dead of trust,
security agreement or any other agreement or instrument creating or giving
notice of an encumbrance or charge against any of the Collateral is in
existence, or on file in any public office;
D. Debtor shall insure the Collateral until Secured Party's Security
interest is terminated against all risks to which it is exposed, including
loss, damage, fire, theft, and all other such risks, in such amounts, with
such companies, under such policies and in such form as shall be satisfactory
to Secured Party, which policies shall provide that loss thereunder shall, be
payable to Secured Party as its interests may appear (upon a New York
standard mortgage clause (long form), and Secured Party may apply any
proceeds of such insurance which may be received by it for payment of the
Liabilities, whether or not due, in such order of application as Secured
Party may determine, and such policies or certificates thereon or duplicates
thereof shall immediately be deposited with Secured Party;
E. Debtor will from time to time, on request of Secured Party, execute
such financing statements, notices and other documents, and pay the cost of
filing or recording the same in all public offices deemed necessary by
Secured Party and do such other acts as Secured Party may request to
establish and maintain a valid security interest in and
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Collateral, including, without limitation, delivery to Secured Party of any
Certificate of Title issuable with respect: to any of the Collateral and
notation thereon of the security interest and title hereunder;
E. Debtor will not sell, transfer, pledge, abandon, or otherwise dispose
of any of the Collateral or any interest therein;
G. Debtor shall account fully and faithfully for and promptly pay or turn
over to Secured Party proceeds in whatever form received in disposition in
any manner of any of the Collateral, but nothing in this Agreement shall be
deemed to authorize any such disposition;
H. The Equipment is and shall be maintained as personal property and
shall not, by reason of attachment or connection to any realty, either become
or be deemed to be a fixture or appurtenant to such realty and shall at all
times be severable therefrom without material damage to the realty; and
I. The Equipment will be kept at the address or addresses set forth
below, unless Secured Party gives its prior written consent.
IV. SECURED PARTY'S RIGHTS EXCLUSIVE OF DEBTOR'S DEFAULT. Secured Party, from
time to time, at its option, may perform any agreement of Debtor hereunder
which Debtor shall fail to perform and take any other action Which Secured
Party deems necessary for the maintenance or preservation of any of the
Collateral or its interest therein, and Debtor agrees to reimburse forthwith
Secured Party for all expenses of Secured Party in connection with the
foregoing, together with interest thereon at the rate of fifteen percent
(15%) per annum from the date incurred until reimbursed by Debtor. Debtor
hereby constitutes Secured Party or its designee as Debtor's attorney in
fact: to endorse Debtor's name upon any notes, acceptances, checks, drafts,
money orders or other evidences of payment that may come into Secured Party's
possession as proceeds of Collateral; to sign Debtor's name an any invoice or
▇▇▇▇ of lading relating to the Collateral, drafts against customers, and to
do all other acts and things necessary to carry cut this Agreement. Debtor
hereby waives notice of presentment, protest and dishonor of any instrument
so endorsed by Secured Party. All acts of said attorney-in-fact or designee
are hereby authorized and ratified and said attorney-in-fact or designee
shall not be liable for any acts of omission or commission, nor for any error
of judgment or mistake of fact or law; this power being coupled with an
interest is irrevocable while any of the Liabilities remain unpaid.
V. SECURED PART'S RIGHTS AND REMEDIES UPON DEBTOR'S DEFAULT. Upon Default, at
the option of Secured Party, Liabilities, notwithstanding any provisions
thereof, without demand or notice of any kind, thereupon immediately shall
become due and payable; and Secured Party may exercise from time to time any
rights and remedies available to it under the Uniform Commercial Code and
other applicable law in the State of Georgia, Debtor agrees to pay all costs
of Secured Party of collection of the Liabilities, and enforcement of rights
hereunder, including, without limitation, fifteen percent (15%) of the
principal and interest of the Liabilities as attorneys' fees, if collected by
or through an attorney, and also other legal and court expenses and expenses
of any repairs to any realty or other personal property occasioned by the
removal of any Collateral.
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VI. NOTICE. If any notification of intended disposition of the Collateral or
of any other act by Secured Party is required by law and a specific time
period is not stated therein, such notification, if mailed by first class
shall at least ten days before such disposition or act, postage prepaid,
addressed to Debtor at the address shown below, shall be deemed reasonably
and properly given.
VII. NON-WAIVER OF RIGHTS AND REMEDIES. No delay or failure an the part of
Secured Party in the exercise of any right or remedy shall operate as a
waiver thereof or of the exercise of any other right or remedy. Time is of
the essence of this Agreement.
VIII. CONSTRUCTION. This Agreement shall be governed by and construed in and
enforced in Accordance with the laws of the State of Georgia. The terms
"secured interest" and "security title," as used herein shall include, and
Secured Party shall have, all the rights, interests, title, liens, claims and
privileges that maybe derived hereunder and under the applicable law of the
various states of the United States. Wherever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but it any provision of this Agreement shall be
prohibited by or invalid under applicable law, said provision shall be in
effect only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.
IX. BENEFIT. The rights and privileges of Secured Party hereunder shall Inure
to the benefit of its successors and assigns.
IN WITNESS WHEREOF, Debtor has executed this instrument and affixed its seal
this _______ day of January, 1999.
Attest: OpticSoftware, Inc.
_____________________________ By: __________________________
Secretary
Its: _________________________
(Corporate Seal)
ADDRESSES WHERE EQUIPMENT IS
LOCATED
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