Amendment No. 1
to
Security Agreement
Agreement dated as of June 8, 1997 by and between Network Imaging
Corporation, a corporation duly organized and validly existing under the laws of
the State of Delaware ("Debtor") and Xxxx Xxxxxxx (the "Secured Party").
WITNESSETH:
WHEREAS, simultaneously with the execution of a certain Loan Agreement
dated as of December 31, 1996 between Debtor and Secured Party (the "Loan
Agreement") said parties executed a Security Agreement to evidence the parties'
agreement with respect to Debtor's granting of certain security interests in
Debtor's property to Secured Party (the "Security Agreement"); and
WHEREAS, in connection with the execution of Amendment No. 1 to the
Loan Agreement, the parties wish to amend the Security Agreement as hereinafter
set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. Paragraph 2(b) of the Security Agreement is hereby deleted in its
entirety and a new paragraph 2(b) is hereby inserted in its place to read as
follows:
"(b) As used herein, the term "Collateral" shall mean with respect to
each Debtor:
(1) All personal property of such Debtor;
(2) All leases, licenses, permits (to the extent permissible under
applicable law) or similar agreements or interests (whether existing or
holdover; whether arising out of written, oral or implied agreements and whether
held in the name of such Debtor, any predecessor in interest to such Debtor or
any subsidiary or other affiliate or other division of such Debtor or any such
predecessor in interest) and all licenses, permits, or other authorizations of
any federal, state, local or other governmental authority, and all extensions,
renewals, amendments and modifications thereof;
(3) All 1 View Software products intellectual property now owned or
hereafter developed or acquired by Debtor, including but not limited to to
copyrights, assignments, licenses and other rights;
(4) All inventory in all of its forms, wherever located, now or
hereafter existing, including, without limitation, (a) goods in which such
Debtor has an interest in mass or a joint or other interest or right of any kind
and (b) goods which are returned to or repossessed by such Debtor, and all
accessions thereto and products thereof and documents therefor;
(5) All accounts, contacts rights, chattel paper, instruments, general
intangibles, documents and other obligations of any kind now or hereafter
existing, arising out of or in connection with the sale or lease of goods, the
rendering of services or otherwise, and all rights now or hereafter existing in
and to all security agreements, leases, and other contracts securing or
otherwise relating to any such accounts, contract rights, chattel paper,
instruments, general intangibles, documents or obligations;
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(6) All trade or service names, trademarks, service marks, logos, and
all patents, patent applications, copyrights, licensing agreements and royalty
payments;
(7) All documents, instruments, contract rights, chattel paper, general
intangibles, bank accounts, monies, revenues, credits, claims, demands, goodwill
and any claims or causes of action arising from or related to any transaction
contemplated by any of the foregoing; and
(8) All proceeds, (including, without limitation, the proceeds of all
insurance contracts in respect thereof) additions and accessions of or to any
and all of the Collateral described in the Section 2(b) and all substitutions
and replacements therefor and, to the extent not otherwise included, (a) all
payments under insurance (whether or not the Secured party is the loss payees
thereof) or as a result of any seizure or condemnation, or under any indemnity,
warranty or guaranty, payable by reason of loss or damage to or otherwise with
respect to any of the foregoing Collateral, (b) all rights of such Debtor to
receive monies due and to become due under, pursuant to or in connection with
any of the foregoing Collateral, (c) all claims of such Debtor for losses or
damages arising out of or related to, or for any breach of any agreements,
covenants, representations or warranties or any default by any other Person
under, any of the foregoing Collateral, and (d) the right of such Debtor to
terminate any of the foregoing Collateral, to perform thereunder and to enforce
and compel performance and otherwise exercise all rights and remedies
thereunder, pursuant thereto or in connection therewith, including, without
limitation, all rights to give and receive notices, reports, requests and
consents, to make demands, to exercise discretion and to exercise all options
and elections thereunder, pursuant thereto or in connection therewith."
(9) All of the capital stock in Dorotech, S.A., now or hereafter owned
by Debtor.
2. Miscellaneous.
(a) Except as expressly amended hereby the Security Agreement
shall continue in full force and effect.
(b) This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.
(c) This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument and any
of the parties hereto may execute this Agreement by signing any such
counterpart.
(d) Captions and section headings appearing herein are included
solely for convenience of reference only and are not intended to affect the
interpretation of any provision of this Agreement.
(e) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF VIRGINIA APPLICABLE TO AGREEMENTS
EXECUTED AND TO BE WHOLLY PERFORMED WITHIN THAT STATE.
(f) Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
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duly executed as the day and year first above written.
NETWORK IMAGING CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Vice President and General Counsel
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Xxxx Xxxxxxx
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