[Logo] CHEMICAL Chemical Bank
Exhibit 10.10
SECURITY AGREEMENT
(General Purpose)
This Agreement made this _______ day of _____________,
1996 between CHEMICAL BANK (herein called "Bank") and Coin
Xxxx Validator, Inc. (herein called "Borrower").
1. DEFINITIONS OF TERMS USED HEREIN. (a) "Borrower"
includes all individuals executing this agreement as parties
hereto and all members of a partnership when Borrower is a
partnership, each of whom shall be jointly and severally
liable individually and as partners hereunder. (b) "Liability"
or "liabilities" includes all liabilities (primary, secondary,
direct, contingent, sole, joint or several) due or to become
due, or that may be hereafter contracted or acquired, of
Borrower (including Borrower and any other person) to Bank,
including without limitation all liabilities arising under or
from any note, loan or credit agreement, letter of credit,
guaranty, draft, acceptance, interest rate or foreign exchange
agreement or any other instrument or agreement of (or the
responsibility of) the Borrower or any loan, advance or other
extension of credit or financial accommodation to Borrower by
Bank. (c) "Proceeds" means whatever is received when
Collateral is sold, exchanged, leased, collected or otherwise
disposed of and includes the account arising when the right to
payment is earned under a contract. (d) "Security interest"
means a lien or other interest in Collateral which secures
payment of a liability or performance of an obligation. (e)
"Collateral" means the property described in Section 2 hereof
and the following described property of the Borrower:
All personal property, whether now or hereafter existing or
now owned or hereafter acquired and wherever located,
including but not limited to: (i) all goods, inventory,
equipment, accounts, furniture, fixtures, instruments
documents, chattel paper and general intangibles and all
additions and accessions thereto; (ii) all products and
proceeds of the foregoing, in any form (including, without
limitation, all claims against third parties for loss or
damage to or destruction of any or all of the foregoing); and
(iii) all books, records and other property relating to any of
the foregoing.
All terms used herein which are also defined in the New York
or any other applicable Uniform Commercial Code shall also
have at least the meanings herein as therein defined.
2. SECURITY INTEREST. As security for the payment of all
loans and other extensions of credit or other financial
accommodations now or in the future made by Bank to Borrower
and all other liabilities of Borrower to Bank, Borrower hereby
grants to Bank a security interest in the above described
Collateral and all and any Proceeds arising therefrom and all
and any products of the Collateral.
DELETE | The proceeds of the loan hereby obtained by the Borrower
IF NOT | will be used to purchase the Collateral.
APPLICABLE |
Borrower represents and warrants that it is the sole
lawful owner of the Collateral, free and clear of any liens,
and encumbrances, and has the right and power to pledge, sell,
assign and transfer absolute title thereto to Bank and that no
financing statement covering the Collateral, other than the
Bank's, is on file in any public office.
To further secure the Liabilities, the Borrower hereby
grants, pledges and assigns to the Bank a continuing lien,
security interest and right of set-off in and to all money,
securities and all other property of the Borrower, and the
proceeds thereof, now or hereafter actually or constructively
held or received by or for the Bank, Chemical Securities, Inc.
or any other affiliate of the Bank for any purpose, including
safekeeping, custody, pledge, transmission and collection, and
in and to all of the Borrower's deposits (general and special)
and credits with the Bank, Chemical Securities, Inc. or any
other affiliate of the Bank. Borrower authorizes Bank to
deliver to others a copy of this Agreement as written
notification of the Borrower's transfer of a security interest
in the foregoing property. The Bank is hereby authorized at
any time and from time to time, without notice, to apply all
or part of such money, securities, property, proceeds,
deposits or credits to any of the Liabilities in such amounts
as the Bank may elect in its sole and absolute discretion,
although the Liabilities may then be contingent or unmatured
and whether or not the collateral security may be deemed
adequate.
3. USE OF COLLATERAL. Until default, Borrower may use
the Collateral in any lawful manner. If the Collateral is or
is about to become affixed to realty, Borrower will, at Bank's
request, furnish the Bank a writing executed by the mortgagee
of the realty whereby the mortgagee subordinates its rights
and priorities to the Bank's security interest in the
Collateral. If the Collateral is or may become subject to a
landlord's lien, the Borrower will at Bank's request, furnish
the Bank with a landlord's waiver satisfactory in form to the
Bank.
COMPLETE | If goods, the Collateral will be used primarily as _____
IF | ______________________________________________________________
APPLICABLE | (Equipment in business, inventory for sale or lease, Farming,
Personal, Family or Household.)
4. INSURANCE. Borrower will have and maintain insurance
on the Collateral until this Agreement is terminated against
all expected risks to which it is exposed, including fire,
theft and collision, and those which the Bank may designate,
such insurance to be payable to Bank and Borrower as their
interest may appear; all policies shall provide for thirty
(30) days' written minimum cancellation notice to the Bank.
Bank may act as attorney for Borrower in obtaining, adjusting,
settling and cancelling such insurance.
5. DEFAULT. Default shall exist hereunder (1) if the Borrower shall fail
to pay any amount of the Liabilities when due or if the Borrower shall fail to
keep, observe or perform any provision of this Agreement or of any note, or
other instrument or agreement between Borrower and Bank relating to any
Liabilities or if any default or Event of Default specified or defined in any
such note, instrument or agreement shall occur, (2) if the Borrower shall or
shall attempt to (a) remove or allow removal of the Collateral from the county
where the Borrower now resides or change the location of its chief executive
office or principal place of business, (b) sell, encumber or otherwise dispose
of the Collateral or any interest therein or permit any lien or security
interest (other than the Bank's) to exist thereon or therein, (c) conceal, hire
out or let the Collateral, (d) misuse or abuse the Collateral, or (e) use or
allow the use of the Collateral in connection with any undertaking prohibited by
law; (3) if bankruptcy or insolvency proceedings shall be instituted by or
against the Borrower, or (4) if the Collateral shall be attached, levied upon,
seized in any legal proceedings, or held by virtue of any lien or distress, or
(5) if the Borrower shall make any assignment for the benefit of creditors, or
(6) if the Borrower shall fail to pay promptly all taxes and assessments upon
the Collateral or the use thereof, or (7) if the Borrower shall die, or (8) if
the Bank with reasonable cause determines that its interest in the Collateral is
in jeopardy, or (9) if Borrower should fail to keep the collateral suitably
insured. In the event of default or the breach of any undertaking of or
conditions to be performed by the Borrower (1) all liabilities shall become
immediately due and payable, and (2) the Borrower agrees upon demand to deliver
the Collateral to the Bank, or the Bank may, with or without legal process, and
with or without previous notice or demand for performance, enter any premises
wherein the Collateral may be, and take possession of the same, together with
anything therein; and the Bank may make disposition of the Collateral subject to
any and all applicable provisions of the law. If the Collateral is sold at
public sale, Bank may purchase the Collateral at such sale. The Bank, provided
it has sent the statutory notice of default, may retain from the proceeds of
such sale all reasonable costs incurred in the said taking and sale and also,
all sums then owing by the Borrower, and any surplus of any such sale shall be
paid to the Borrower.
6. GENERAL AGREEMENTS. (a) Borrower agrees to pay the costs of filing
financing statements and of conducting searches in connection with this
Agreement. (b) Borrower agrees to allow the Bank through any of its officers or
agents, at all reasonable times, to examine or inspect any of the Collateral and
to examine, inspect and make extracts from the Borrower's books and records
relating to the Collateral. (c) Borrower will promptly pay when due all taxes
and assessments upon the Collateral or for its use of operation or upon the
proceeds thereof or upon this Agreement or upon any note or other instrument or
agreement evidencing any of the liabilities. (d) At its option, the Bank may
discharge taxes, liens or security interests or other encumbrances at any time
levied or placed on the Collateral, and may pay for the maintenance and
preservation of the Collateral, and the Borrower agrees to reimburse the Bank on
demand for any payment made or any expense incurred by the Bank pursuant to the
foregoing authorization, including outside or in-house counsel fees and
disbursements incurred or expended by the Bank in connection with this
Agreement. (e) Borrower hereby authorizes the Bank to file financing statements
and any amendments thereto without the signature of Borrower. Such authorization
is limited to the security interest granted by this Agreement. (f) Borrower
agrees that the Bank has the right to notify (on invoices or otherwise) account
debtors and other obligors or payors on any Collateral of its assignment to the
Bank and that all payments thereon should be made directly to the Bank and that
the Bank has full power and authority to collect, compromise, endorse, sell or
otherwise deal with the Collateral on its own name or that of the Borrower at
any time. (g) The Borrower agrees to pay or reimburse the Bank on demand for all
costs and expenses incurred by it in connection with the administration and
enforcement of this Agreement and the administration, preservation, protection,
collection or realization of any Collateral (including outside or in-house
attorneys' fees and expenses). (h) The Bank shall not be deemed to have waived
any of its rights hereunder or under any other agreement, instrument or paper
signed by the Borrower unless such waiver is in writing and signed by the Bank.
No delay or omission on the part of the Bank in exercising any right shall
operate as a waiver thereof or of any other right. A waiver upon any one
occasion shall not be construed as a bar or a waiver of any right or remedy on
any future occasion. All of the rights and remedies of the Bank, whether
evidenced hereby or by any other Agreement, instrument or paper, shall be
cumulative and may be exercised singly or concurrently. (i) This Agreement shall
be governed by and construed in accordance with the laws of the State of New
York. (j) This Agreement, and the security interests, obligations, rights and
remedies created hereby, shall inure to the benefit of the Bank and its
successors and assigns and be binding upon the Borrower and its heirs,
executors, administrators, legal representatives, successors and assigns.
7. EXECUTION BY BANK. This Agreement shall take effect immediately upon
execution by the Borrower, and the execution hereof by the Bank shall not be
required as a condition to the effectiveness of this Agreement. The provision
for execution of this Agreement by the Bank is only for purposes of filing this
Agreement as a Security Agreement under the Uniform Commercial Code, if
execution hereof by the Bank is required for purposes of such filing.
All reference to Chemical Bank,
The Chase Manhattan Bank, N.A.
or The Chase Manhattan Bank,
(National Association) shall mean
The Chase Manhattan Bank, a
New York State chartered bank.
Coin Xxxx Validator, Inc.
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(Borrower)
By /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx VP & CFO
000-X Xxxx Xxxxxx
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(Number and Street)
Hauppauge, Xxxxxxx, XX 00000
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(City, County, State)
Places of business in counties other than above.
_________________________________________________
_________________________________________________
_________________________________________________
CNEMICAL BANK Nassau Middle Market cc: 1142
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Bank Designation
By______________________________________________
(Name and Title)
Address 000 X. Xxxxxxx Xx., Xxxxxxxx, XX 00000
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(Number, Street, City)
