Exhibit 10.7
SECURITY AGREEMENT
(Inventory)
FOR VALUE RECEIVED, OptioSoftware, Inc., a Georgia corporation with its
principal place of business and chief executive offices located at 0000 Xxxxx
Xxxxx Xxxxxxx, Xxxxxx, Xxxxxxx 00000 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 thereafter effective (including any loans, advances or
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
inventory, wherever located, including without limitation, supplies,
raw materials, work in process and finished goods, and all warehouse
receipts and other documents of title issued for such goods
("Inventory");
(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 effect, 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, as 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, if 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 Secure Party a
security interest in and security title to the Collateral.
III. DEBTOR'S 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, deed 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 inure 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 lose 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, or request of Secured Party,
execute such financing statements, notices and other documents, and pay the
cost of filing or recording the sale 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_____________________________
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with respect to any of the Collateral and notation thereon or the security
interest and title hereunder;
F. Debtor will not sell, transfer, lease pledge, abandon or otherwise
dispose of any of the Collateral or any interest therein, except for
Inventory, which Debtor may sell in the ordinary course of business;
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, except for the sale of Inventory
pursuant to Subparagraph F; and
H. The Inventory 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 of 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
tile 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 on any invoice or
xxxx of lading relating to the Collateral, drafts against customers, and to
do all other acts and things necessary to carry out 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 spy 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 PARTY'S RIGHTS AND REMEDIES UPON DEBTOR'S DEFAULT. Upon
Default, at the option of Secured Party, the 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 entire 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.
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
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notification, if mailed by first class mail 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 on 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
"security interest" and "security title," as used herein shall include, and
Secured Party shall have, all the rights, interests, title, lions, claims and
privileges that may be 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 if any provision of this Agreement shall be
prohibited by or invalid under applicable law, said provision shall be
ineffective 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.
has executed this instrument and affixed
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this day of January, 1999.
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Attest: OptioSoftware, Inc.
By:
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Secretary
(Corporate Seal) Its:
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ADDRESS WHERE INVENTORY IS LOCATED:
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxx 00000
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