debtor with respect to the Collateral
(and any amendments with respect to such financing statements) filed by or on
behalf of Secured Party prior to the date hereof and ratifies and confirms the
authorization of Secured Party to file such financing statements (and
amendments, if any).
Debtor hereby authorizes Secured Party to adopt on behalf
of Debtor any symbol required for authenticating any electronic filing.
In no
event shall Debtor at any time file, or permit or cause to be filed,
any
correction statement or termination statement with respect to any financing
statement (or amendment or continuation with respect thereto) naming Secured
Party or its designee as secured party and Debtor as debtor, except as provided
in Section 9-509(d) of the UCC.
(B)
DEBTOR SHALL TAKE ANY OTHER ACTIONS REASONABLY REQUESTED BY
SECURED PARTY FROM TIME TO TIME TO CAUSE THE ATTACHMENT, PERFECTION AND SECOND
PRIORITY OF (JUNIOR ONLY TO THE LIENS OF COMVEST INVESTMENT PARTNERS II LLC AND
THE PERMITTED LIENS), AND THE ABILITY OF SECURED PARTY TO ENFORCE THE SECURITY
INTEREST OF SECURED PARTY IN ANY AND ALL OF THE COLLATERAL, INCLUDING, WITHOUT
LIMITATION, (I) EXECUTING, DELIVERING AND, WHERE APPROPRIATE, FILING FINANCING
STATEMENTS AND AMENDMENTS RELATING THERETO UNDER THE UCC OR OTHER APPLICABLE
LAW, TO THE EXTENT, IF ANY, THAT DEBTOR'S SIGNATURE THEREON IS REQUIRED
THEREFOR, (II) CAUSING SECURED PARTY'S NAME TO BE NOTED AS SECURED PARTY ON ANY
CERTIFICATE OF TITLE FOR A TITLED GOOD IF SUCH NOTATION IS A CONDITION TO
ATTACHMENT, PERFECTION OR PRIORITY OF, OR ABILITY OF SECURED PARTY TO ENFORCE,
THE SECURITY INTEREST OF SECURED PARTY IN SUCH COLLATERAL, (III) COMPLYING WITH
ANY PROVISION OF ANY STATUTE, REGULATION OR TREATY OF THE UNITED STATES AS TO
ANY COLLATERAL IF COMPLIANCE WITH SUCH PROVISION IS A CONDITION TO ATTACHMENT,
PERFECTION OR PRIORITY OF, OR ABILITY OF SECURED PARTY TO ENFORCE, THE SECURITY
INTEREST OF SECURED PARTY IN SUCH COLLATERAL, (IV) OBTAINING THE CONSENTS AND
APPROVALS OF ANY GOVERNMENTAL AUTHORITY OR THIRD PARTY, INCLUDING, WITHOUT
LIMITATION, ANY CONSENT OF ANY LICENSOR, LESSOR OR OTHER PERSON OBLIGATED ON
COLLATERAL, AND TAKING ALL ACTIONS REQUIRED BY ANY EARLIER VERSIONS OF THE UCC
OR BY OTHER LAW, AS APPLICABLE IN ANY RELEVANT JURISDICTION.
3.
Secured Party's Rights and Obligations.
Debtor shall remain
liable under all accounts receivable, instruments and documents and general
intangibles.
Secured Party shall not have any obligation or liability under any
accounts receivable, instruments and documents or general intangibles by reason
of this Security Agreement or the exercise of Secured Party's rights and
remedies hereunder, nor shall Secured Party be required to perform the Debtor's
obligations pursuant thereto. Secured Party shall have no obligation to inquire
as to the sufficiency of any payment received by it on account of any of
Debtor's accounts receivable or to take any action to collect or enforce the
payment of any account receivable.
4.
INSURANCE.
DEBTOR SHALL, AT ALL TIMES, MAINTAIN WITH FINANCIALLY
SOUND AND REPUTABLE INSURERS ADEQUATE INSURANCE WITH RESPECT TO THE COLLATERAL.
IN ADDITION TO SUCH REQUIREMENTS: