Exhibit 10.23
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Coast
Equipment Collateral Security
Agreement
Borrower: CYBERLINK, INC.,
a California corporation
Address: 0000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Date: September 8, 1995
THIS EQUIPMENT COLLATERAL SECURITY AGREEMENT ("Equipment Agreement"), dated the
above date, is entered into between COASTFED BUSINESS CREDIT CORPORATION
("CoastFed") and the borrower named above ("Borrower"), and is one of the
Collateral Agreements referred to in that certain Loan and Security Agreement
("Loan Agreement") between CoastFed and Borrower, dated the above date. This
Equipment Agreement is an integral part of the Loan Agreement, and all of the
terms and provisions of the Loan Agreement are incorporated herein by this
reference.
1. Grant of Security Interest. As collateral and security for the payment
and performance of all Obligations (as defined in the Loan Agreement), Borrower
hereby grants CoastFed an immediately effective, continuing security interest
in, and assigns to CoastFed, all of Borrower's interest in the following types
of property, whether now owned or held or hereafter acquired and wherever
located: all equipment, goods (other than inventory), machinery, fixtures, trade
fixtures, vehicles, furnishings, furniture, supplies, materials, tools, machine
tools, office equipment, appliances, apparatus, parts, dies, jigs, and chattels,
together with all attachments, replacements, substitutions, accessions,
additions and improvements to any of the foregoing (collectively "Equipment"),
whether or not the same be in the constructive or actual possession or custody
of Borrower, CoastFed or any third party; and all products, proceeds and
insurance proceeds thereof including, without limitation, all accounts,
instruments, documents and chattel paper which may arise from the sale or
disposition of the Equipment; and all books and records pertaining to any or all
of the foregoing. The term "Collateral" as used in the Loan Agreement shall for
all purposes be deemed to include, without limitation, the Equipment and all of
the other property described above. The Equipment includes, without limitation,
all Equipment identified in any one or more Schedules of Equipment which may be
attached hereto, but no failure to attach any Schedule of Equipment shall affect
or limit CoastFed's security interest in all of the Equipment and all of the
other property described above. Borrower has no authority or right to, and shall
not, exchange, trade in, sell, lease or otherwise dispose of any Equipment
without CoastFed's prior written consent.
2. Loans. CoastFed has made, is concurrently making, or is agreeing to
make, to Borrower, Loans, in an amount of up to $2,000,000, but in no event
shall said Loans exceed 80% of the appraised liquidation value of presently
owned Equipment, or 80% of the cost of new Equipment purchased by Borrower, or
80% of the liquidation value of used equipment purchased by Borrower, which
Loans are evidenced by those certain promissory notes made by Borrower to the
order of CoastFed dated of even date herewith. If at any time, CoastFed, in its
sole discretion, determines that the Equipment then owned by Borrower is worth
less than its value as represented by Borrower, or that any Loan pursuant to
this Paragraph 2 is not adequately secured by Borrower's Equipment (without
regard to any other Collateral that may be held by CoastFed), Borrower will
promptly upon demand repay to CoastFed such portion of the Loan as will, in
CoastFed's sole judgment, place CoastFed in an adequately secured position.
3. Representations, Warranties and Covenants of Borrower. Borrower
represents, warrants, and covenants
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that subject to the Schedule of Exceptions, now and throughout the term of this
Equipment Agreement:
3.1 Condition of Equipment. The Equipment is, and will continue to
be, at Borrower's sole expense, in good and operational condition, free from
latent and patent defects, and not obsolete.
3.2 Use of Equipment. Borrower shall not permit or cause the
Equipment to be misused, used for any purpose other than for which it was
designed, altered or utilized in any illegal or negligent manner. Borrower shall
use the Equipment only in the ordinary course of its business as heretofore
conducted, in a legal manner, and in a manner not inconsistent with the terms of
any insurance policy relating thereto.
3.3 Records and Schedules. Borrower has kept, and shall hereafter
keep accurate and complete records regarding the Equipment, including, without
limitation, records describing in full the dates of acquisition, acquisition
costs, and serial numbers thereof, all of which records shall be continuously
available to CoastFed for inspection and copying. Borrower shall, from time to
time, upon request by CoastFed, provide CoastFed with updated and complete
schedules identifying each item of Equipment, and setting forth the serial
numbers thereof and all such other information as CoastFed shall specify, and
Borrower shall immediately give CoastFed written notice of all Equipment which
it hereafter purchases, leases, or otherwise acquires; provided that no failure
to provide such schedules or give such notice shall affect or limit CoastFed's
security interest in all of the Equipment.
3.4 Certificates of Title. Upon request by CoastFed, Borrower shall
immediately deliver to CoastFed the originals of all certificates of title,
certificates of ownership, evidences of ownership, and applications therefor,
and all other similar documents and instruments, relating to any or all of the
Equipment.
4. Statement of Account. If CoastFed shall send Borrower an extract or
statement prepared from CoastFed's records regarding any Loan made pursuant to
Paragraph 2, the same shall conclusively be deemed correct and accepted by
Borrower unless Borrower delivers to CoastFed a written statement of exceptions
within thirty (30) days after delivery of such extract or statement.
5. Relationship to Loan Agreement. CoastFed's remedies under this
Equipment Agreement and the Loan Agreement are cumulative. If any provision of
this Equipment Agreement modifies or conflicts with any provision of the Loan
Agreement, those provisions in either agreement that give greater rights and
remedies to CoastFed shall govern. All capitalized terms used herein, which are
not defined herein, shall have the meanings ascribed to them in the Loan
Agreement.
6. Effective Date. This Equipment Agreement, when executed by Borrower and
accepted by a duly authorized officer of CoastFed, shall be effective on the
date first above written.
Borrower:
CYBERLINK, INC.,
a California corporation
By /s/ Xxxxxxx Xxxxxx Lydiate
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Xxxxxxx Xxxxxx Lydiate, President
By ______________________________________
Xxx XxXxxxx, Chief Financial Officer
CoastFed:
Accepted at Los Angeles, California:
COASTFED BUSINESS CREDIT
CORPORATION
By_______________________________________
Title____________________________________
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that subject to the Schedule of Exceptions, now and throughout the term of this
Equipment Agreement:
3.1 Condition of Equipment. The Equipment is, and will continue to
be, at Borrower's sole expense, in good and operational condition, free from
latent and patent defects, and not obsolete.
3.2 Use of Equipment. Borrower shall not permit or cause the
Equipment to be misused, used for any purpose other than for which it was
designed, altered or utilized in any illegal or negligent manner. Borrower shall
use the Equipment only in the ordinary course of its business as heretofore
conducted, in a legal manner, and in a manner not inconsistent with the terms of
any insurance policy relating thereto.
3.3 Records and Schedules. Borrower has kept, and shall hereafter
keep accurate and complete records regarding the Equipment, including, without
limitation, records describing in full the dates of acquisition, acquisition
costs, and serial numbers thereof, all of which records shall be continuously
available to CoastFed for inspection and copying. Borrower shall, from time to
time, upon request by CoastFed, provide CoastFed with updated and complete
schedules identifying each item of Equipment, and setting forth the serial
numbers thereof and all such other information as CoastFed shall specify, and
Borrower shall immediately give CoastFed written notice of all Equipment which
it hereafter purchases, leases, or otherwise acquires; provided that no failure
to provide such schedules or give such notice shall affect or limit CoastFed's
security interest in all of the Equipment.
3.4 Certificates of Title. Upon request by CoastFed, Borrower shall
immediately deliver to CoastFed the originals of all certificates of title,
certificates of ownership, evidences of ownership, and applications therefor,
and all other similar documents and instruments, relating to any or all of the
Equipment.
4. Statement of Account. If CoastFed shall send Borrower an extract or
statement prepared from CoastFed's records regarding any Loan made pursuant to
Paragraph 2, the same shall conclusively be deemed correct and accepted by
Borrower unless Borrower delivers to CoastFed a written statement of exceptions
within thirty (30) days after delivery of such extract or statement.
5. Relationship to Loan Agreement. CoastFed's remedies under this
Equipment Agreement and the Loan Agreement are cumulative. If any provision of
this Equipment Agreement modifies or conflicts with any provision of the Loan
Agreement, those provisions in either agreement that give greater rights and
remedies to CoastFed shall govern. All capitalized terms used herein, which are
not defined herein, shall have the meanings ascribed to them in the Loan
Agreement.
6. Effective Date. This Equipment Agreement, when executed by Borrower and
accepted by a duly authorized officer of CoastFed, shall be effective on the
date first above written.
Borrower:
CYBERLINK, INC.,
a California corporation
By
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Xxxxxxx Xxxxxx Lydiate, President
By /s/ Xxx XxXxxxx
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Xxx XxXxxxx, Chief Financial Officer
CoastFed:
Accepted at Los Angeles, California:
COASTFED BUSINESS CREDIT
CORPORATION
By /s/ Coastfed Business Credit Corporation
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Title Vice President
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