SUBSIDIARY SECURITY AGREEMENT
This SECURITY AGREEMENT is made and entered into as of this 28th day of
June, 2001, among COVER-ALL SYSTEMS, INC., a Delaware corporation (the
"Guarantor"), and XXXX XXXXXX, XXXXXX XXXXXXXX AND XXXXXX XXXXXXXXX
(collectively referred to as "Lender"), and XXXXXX XXXXXXXXX, as agent for the
Secured Party (the "Agent").
WHEREAS, Lender, Agent and Cover-All Technologies Inc. (the "Borrower"),
have entered into a Convertible Loan Agreement of even date herewith (the "Loan
Agreement"), pursuant to which Lender will lend to the Borrower the aggregate
principal amount of $400,000 evidenced by the Borrower's 8.00% Convertible
Debentures of even date herewith (the "Debentures");
WHEREAS, as a condition for entering into the Loan Agreement and
providing the Loan, Lender required that Guarantor, a subsidiary of the
Borrower, guarantee the Obligations of the Borrower and grant a security
interest in the assets of Guarantors as collateral for such Guarantee;
WHEREAS, Guarantors executed a Guarantee of even date herewith in favor
of Lender (the "Guarantee"), whereby Guarantors guaranteed the due performance
and full and prompt payment of all obligations and indebtedness of the Borrower
arising under the Loan Agreement;
WHEREAS, Renaissance US Growth & Income Trust PLC, a public limited
company registered in England and Wales ("RUSGIT"), and BFSUS Special
Opportunities Trust PLC, a public limited company registered in England and
Wales ("BFSUS") (RUSGIT and BFSUS collectively referred to as "Renaissance"),
has loaned to Borrower on even date herewith, the aggregate principal amount of
$1,400,000 evidenced by Borrower's 8.00% Convertible Debentures;
WHEREAS, Renaissance, Renaissance Capital Group, Inc., a Texas
corporation ("RCG"), and the Borrower have entered into a Pledge Agreement,
certain Borrower Security Agreements and Subsidiary Security Agreements of even
date herewith providing for the pledge and grants of security interests in the
pledged Shares and the Collateral to secure the payment when due of the
Obligations of the Borrower under the Loan Documents (as such terms are defined
in the Convertible Loan Agreement among Renaissance, RCG and Borrower); and
WHEREAS, Renaissance and Holder have entered into an Intercreditor
Agreement of even date herewith setting forth the relative rights and
responsibilities as creditors of Borrower;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereby agree as follows:
1. GRANT OF SECURITY INTEREST. In order to secure payment when due
of all Obligations now existing or hereafter incurred, Guarantors hereby
irrevocably grant to Lender a first and prior security interest in the following
property of Guarantors (the "Collateral"), whether now owned or existing, or
hereafter acquired, owned, existing or arising (whether by
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contract or operation of law), and wherever located, which shall be retained by
Lender, until the Obligations have been paid in full and the Loan Agreement has
been terminated.
(i) All accounts (including inter-company receivables),
contract rights, chattel paper and rights of payment of every kind
(collectively, "Accounts") and instruments and general intangibles of
Guarantor.
(ii) All bank accounts of Guarantor.
(iii) All monies and property of any kind of Guarantor, now or
hereafter, in the possession or under the control of Lender, Agent or a
bailee of Lender.
(iv) All licenses, patents, patent applications, copyrights,
trademarks, trademark applications, trade names, assumed names, service
marks and service xxxx applications and other intellectual property of
Guarantor.
(v) All inventory, equipment (including any and all computer
hardware and components), machinery and fixtures of Guarantor in all
forms and wherever located, and all parts and products thereof, all
accessories thereto, and all documents therefor.
(vi) All books and records (including, without limitation,
customer lists, credit files, tapes, ledger cards, computer software and
hardware, electronic data processing software, computer programs,
printouts and other computer materials and records) of Guarantor
evidencing or containing information regarding or otherwise pertaining
to any of the foregoing.
(vii) All accessories to, substitutions for and all
replacements, products and proceeds of the foregoing including, without
limitation, proceeds of insurance policies insuring the Collateral
(including, but not limited to, claims paid and premium refunds).
2. INSURANCE ON COLLATERAL. Guarantors further warrant and agree
that in each case where the terms of any such Accounts require the Guarantor or
the account debtor named in such Account to place or carry insurance in respect
of the property to which such Account relates, the Guarantor or the account
debtor will pay for and maintain such insurance.
3. DELIVERY OF RECEIVABLES. Upon Lender's or Agent's request, upon
the occurrence of an Event of Default, the Guarantors will, at any reasonable
time and at Guarantor's own expense, physically deliver to Lender or Agent all
Accounts assigned to Lender at any reasonable place or places designated by
Lender or Agent. Failure to deliver any Account, or failure to deliver physical
possession of any instruments, documents or writings in respect of any Account
shall not invalidate Lender's Lien and security interest therein, except to the
extent that possession may be required by applicable law for the perfection of
said Lien or security interest, in which latter case, the Account shall be
deemed to be held by Guarantors as the custodian agent of Lender, for the
benefit of Lender. Failure of Lender or Agent to demand or require Guarantors to
include any Account in any schedule, to execute any schedule, to assign and
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deliver any schedule or to deliver physical possession of any instruments,
documents or writings related to any Account shall not relieve Guarantors of
their duty so to do.
4. COLLECTION OF RECEIVABLES. Guarantors hereby agree that they
shall use commercially reasonable efforts, at their sole cost and expense and in
their own names, to promptly and diligently collect and enforce payment of all
Accounts and Guarantors will defend and hold Lender harmless from any and all
loss, damage, penalty, fine or expense arising from such collection or
enforcement.
5. FINANCING STATEMENTS. Guarantors agree to execute all financing
statements and amendments thereto as Lender or Agent may request from time to
time to evidence the security interest granted to Lender hereunder and will pay
all filing fees and taxes, if any, necessary to effect the filing thereof.
Wherever permitted by law, Guarantors authorize Lender or Agent to file
financing statements with respect to the Collateral without the signature of
Guarantors, and shall give notice thereof to the Guarantors. Without the written
consent of Lender or Agent, Guarantors will not allow any financing statement or
notice of assignment to be on file in any public office covering any Collateral,
proceeds thereof or other matters subject to the security interest granted to
Lender herein, unless such financing statement relates to a Permitted Lien.
6. LENDER'S PAYMENT OF CLAIMS. Lender may, in its sole discretion,
discharge or obtain the release of any security interest, lien, claim or
encumbrance asserted by any Person against the Collateral, other than a
Permitted Lien. All sums paid by Lender in respect thereof shall be payable, on
demand, by Guarantors to such Lender and shall be a part of the Obligations.
7. DEFAULT AND REMEDIES.
(a) Guarantors shall be in default hereunder upon the
occurrence of an Event of Default, as set forth in the Loan Agreement.
(b) Upon the occurrence of any Event of Default which shall
be continuing, (i) unless Lender or Agent shall elect otherwise, the
entire unpaid amount due under the Guarantee as are not then otherwise
due and payable shall become immediately due and payable without notice
to Guarantors or demand by Lender or Agent and (ii) either Lender or
Agent may at its or their option exercise from time to time any and all
rights and remedies available to them under the Uniform Commercial Code
or otherwise, including the right to foreclose or otherwise realize upon
the Collateral and to dispose of any of the Collateral at one or more
public or private sales or other proceedings, and Guarantors agree that
any of Lender, Agent or their nominee may become the purchaser at any
such sale or sales. Guarantors agree that twenty (20) days shall be
reasonable prior notice of the date of any public sale or other
disposition, if the same may be made. All rights and remedies granted
Lender hereunder or under any other agreement between Lender and
Guarantors shall be deemed concurrent and cumulative and not
alternative, and Lender, or Agent on its behalf, may proceed with any
number of remedies at the same time or at different times until all the
Obligations are fully satisfied. The exercise of any one right or remedy
shall not be deemed a waiver or release of or an election against any
other right or remedy. Guarantors shall pay to Lender or Agent, on
demand, any and all expenses (including reasonable attorneys' fees and
legal expenses) which may
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have been incurred by Lender or Agent (i) in the prosecution or defense
of any action growing out of or connected with the subject matter of
this Agreement, the Guarantee, the Collateral or any of Lender's rights
therein or thereto; or (ii) in connection with the custody,
preservation, use, operation, preparation for sale or sale of the
Collateral, the incurring of all of which are hereby authorized to the
extent Lender or Agent deem the same advisable. Guarantors' liability to
Lender or Agent for any such payment shall be included in the
Obligations. The proceeds of any Collateral received by Lender or Agent
at any time before or after default, whether from a sale or other
disposition of Collateral or otherwise, or the Collateral itself, may be
applied to the payment in full or in part of such of the Obligations and
in such order and manner as Lender or Agent may elect.
8. REPRESENTATIONS AND COVENANTS OF GUARANTOR. Guarantor hereby
represents to and agrees with Lender as follows:
(a) Guarantor owns the Collateral as sole owner, free and
clear of any Liens, other than Permitted Liens.
(b) So long as any amounts due pursuant to the Loan
Agreement remain unpaid, Guarantor agrees not to sell, assign or
transfer the Collateral, other than the sale of Collateral in the
ordinary course of business, and to maintain it free and clear of any
Liens, other than Permitted Liens.
9. MISCELLANEOUS.
(a) This Agreement shall bind and inure to the benefit of
the parties and their respective heirs, personal representatives,
successors and assigns, except that Guarantor shall not assign any of
its rights hereunder without the prior written consent of the holders of
more than 50% of the principal amount of the then outstanding
Debentures.
(b) Any provision hereof which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability
without affecting the validity or enforceability of the remainder of
this Agreement or the validity or enforceability of such provision in
any other jurisdiction.
(c) All issues arising hereunder shall be governed by the
laws of the State of New York.
(d) Guarantor hereby consents to the jurisdiction of the
courts of the State of New York in any action or proceeding which may be
brought against them under or in connection with this Agreement or any
transaction contemplated hereby or to enforce any agreement contained
herein, and in the event any such action or proceeding shall be brought
against one or both of them, Guarantors agree not to raise any objection
to such jurisdiction or to the laying of venue in New York County, New
York or, if applicable, any other county in any state in which
Collateral is located.
(e) Any notices or other communications required or
permitted to be given by this Agreement or any other documents and
instruments referred to herein must be (i)
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given in writing and personally delivered, mailed by prepaid certified
or registered mail or sent by overnight service, such as FedEx, or (ii)
made by telex or facsimile transmission delivered or transmitted to the
party to whom such notice or communication is directed, with
confirmation thereupon given in writing and personally delivered or
mailed by prepaid certified or registered mail.
If to Guarantor to:
Cover-All Systems, Inc.
00-00 Xxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Attn.: Xxxx X. Xxxxxx
Chairman and CEO
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Lender to:
Xxxx Xxxxxx
c/o 00-00 Xxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Attn.: Xxxx X. Xxxxxx
Chairman and CEO
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Xxxxxx Xxxxxxxx
c/o Spear, Leeds & Xxxxxxx
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
and
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Xxxxxx Xxxxxxxxx
c/o Spear, Leeds & Xxxxxxx
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Agent to:
Xxxxxx Xxxxxxxxx
c/o Spear, Leeds & Xxxxxxx
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Any notice delivered personally in the manner provided herein will be
deemed given to the party to whom it is directed upon the party's (or its
agent's) actual receipt. Any notice addressed and mailed in the manner provided
herein will be deemed given to the party to whom it is addressed at the close of
business, local time of the recipient, on the fourth business day after the day
it is placed in the mail, or, if earlier, the time of actual receipt.
(f) Capitalized terms used herein, unless otherwise defined
herein, have the definitions given them in the Loan Agreement among
Borrower and Lender, Agent.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date
and year written above.
COVER-ALL TECHNOLOGIES INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx, Chairman and CEO
LENDER:
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxxx
AGENT:
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxxx
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