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ACCOUNTS RECEIVABLE SECURITY AGREEMENT
April 30, 1997
To secure the due payment and performance of all of the liabilities and
obligations hereunder of the undersigned, herein called "Borrower," to Fleet
National Bank, herein called "Bank," and all other liabilities and obligations
of Borrower to Bank of every name and nature whatsoever, direct or indirect,
absolute or contingent, now existing or hereafter arising or acquired,
including, without limitation, the due payment and performance of all
liabilities and obligations under any and all notes, all hereinafter called
"Obligations," the Borrower hereby grants to Bank a continuing security interest
in all accounts, contracts, contract rights, notes, bills, drafts, acceptances,
general intangibles, chooses in action, and all other debts, obligations and
liabilities, in whatever form, owing to Borrower from any person, firm or
corporation or any other legal entity, whether now existing or hereafter
arising, now or hereafter received by or belonging or owing to Borrower for
goods sold by it or for services rendered by it or however otherwise same may
have been established or created, all guarantees and securities therefor, all
right, title and interest of Borrower in the merchandise or services which gave
rise thereto including the rights of reclamation and stoppage in transit, all
rights of an unpaid seller of merchandise or services (all hereinafter called
"Collateral"), which term shall also include the other property described as
"Collateral" on the attached Rider and in the proceeds thereof, including,
without limitation, all proceeds of credit, fire or other insurance, and any tax
refunds.
If Borrower shall fail to pay, when due, any of the Obligations or shall
fail to observe or perform any of the provisions of this Agreement or any other
agreement now or hereafter entered into between Bank and Borrower, Borrower
shall be in default hereunder. In the event of such default, all Obligations of
Borrower to Bank shall, at the option of the Bank, and without notice to or
demand upon Borrower become and be immediately due and payable and thereupon
Bank may exercise, with respect to the Collateral, any and all rights and
remedies of a secured party available under the Uniform Commercial Code and all
other applicable law.
If in the event liquidation of the Collateral after default and
acceleration of the Obligations, the proceeds thereof are insufficient to pay
all amounts to which Bank is legally entitled, Borrower will be liable for the
deficiency, together with interest thereon and the reasonable fees of any
attorney employed by Bank to collect such deficiency.
Bank shall have the right to enforce any remedies hereunder alternatively,
successively or concurrently. A waiver of any default of Borrower shall not be a
waiver of any subsequent, similar or other default. No delay in the exercise of
any of Bank's rights or remedies hereunder shall constitute a waiver of such
right or remedy or of any other right or remedy.
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This Agreement shall not be construed to be in limitation of or in
substitution for any other grant of security interest from Borrower to Bank made
prior to or contemporaneously herewith, and no other such grant of a security
interest made prior to or contemporaneously herewith, and no other grant of a
security interest made subsequent to or contemporaneously herewith shall be
construed to be in limitation of or in substitution for this Agreement unless
expressly and specifically provided therein.
This Agreement shall take effect as a sealed instrument, shall be
construed according to the laws of the Commonwealth of Massachusetts, shall be
binding upon the heirs, executors, administrators, successors and assigns of
Borrower and shall inure to the benefit of the successors and assigns of Bank.
Witnessed by: FLEXIINTERNATIONAL SOFTWARE, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Address: Two Enterprise Drive
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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The Rider attached hereto is incorporated herein and made a part hereof.
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Rider to Accounts Receivable Security Agreement
dated April 30, 1997 (the "Security Agreement")
from FlexiInternational Software, Inc. (the "Borrower")
to Fleet National Bank (the "Bank")
The Borrower and the Bank agree as follows with respect to the foregoing
Security Agreement:
1. The "Obligations" described in and secured by the Security Agreement
include, without limitation, all of the obligations of the Borrower under the
letter agreement of even date herewith (the "Letter Agreement") between the Bank
and the Borrower, under the Revolving Note (as defined in the Letter Agreement)
and/or with respect to any letter of credit which may be issued by the Bank for
the account of the Borrower.
2. The "Collateral" subject to the Security Agreement includes (in
addition to and without limitation of the Collateral described on the face of
the Security Agreement) all of the Borrower's files, books and records
(including, without limitation, all electronically recorded data), all whether
now owned or existing or hereafter acquired, created or arising. The Borrower
hereby grants to the Bank a security interest in all such Collateral in order to
secure the full and prompt payment and performance of all of the Obligations.
3. In addition to any other rights and remedies provided for in the
foregoing Security Agreement, upon the occurrence and during the continuance of
any monetary default with respect to any of the Obligations, the Bank may, at
any time, notify account debtors that the Collateral has been assigned to the
Bank and that payments by such account debtors shall be made directly to the
Bank. Upon the occurrence and during the continuance of any such monetary
default, the Bank may collect the Borrower's accounts receivable, or any of
same, directly from account debtors and may charge the collection costs and
expenses to the Borrower.