LEASE OF PERSONAL PROPERTY Number: 2380
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LESSEE LESSOR
SMA Video, Inc CHARTER FINANCIAL, INC
000 Xxxxxx xx xxx Xxxxxxxx 000 XXXX 00xx XXXXXX
Xxx Xxxx, XX 00000 XXX XXXX, N.Y. 10022
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QUANTITY DESCRIPTION OF LEASED EQUIPMENT (Show, Make,
Kind, Model No., Serial No., Other
Identification) - (If additional space needed
attach separate sheet for each copy, marked
"Schedule to Lease from (Lessors Name) to
(Lessee's Name)")
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Various equipment as more fully described on
the attached Schedule "A" annexed hereto and
made a part hereof.
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EQUIPMENT IS TO BE KEPT
AT XXXXXX'S ADDRESS
ABOVE UNLESS A DIFFERENT SAME AS ABOVE
LOCATION IS SHOWN HERE.
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TERM AND RENT PAYMENTS
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(2) No. and Amount of Rent Payments
TERM OF LEASE RENT PAYABLE (1) ADVANCE RENT PAID (Excluding Advance Rents Paid)
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NO. OF MONTHLY NO. OF AMOUNT OF TOTALING NUMBER AMOUNT OF
YEARS PAYMENTS EACH EACH
5 X 60 $18,165.00
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1. Lease. Lessor hereby leases to Lessee, and Lessee hires and takes from
Lessor, the personal property described above (hereinafter with all renewals,
substitutions and replacements, and; all. parts, repairs, improvements,
additions and accessories incorporated therein or affixed thereto referred to as
the "Equipment"). The Equipment is and shall at all times be and remain the sole
and exclusive personal property of Lessor, and notwithstanding any trade-in or
down payment by Lessee or on its behalf with respect to the Equipment, Lessee
shall have no right, title or interest therein or thereto except as to the use
thereof subject to the terms and/or conditions of this Lease.
2. Term. The term of this Lease shall commence on November 1, 1995 and shall
continue until the expiration of thirty (30) days after the due date of the last
payment of rent shown above (the "Term").
3. Rental. Xxxxxx agrees to pay to Lessor or its assignee during the Term
the rent payments shown above with the first rent payment due on the
commencement date shown above. Lessee hereby authorizes Lessor to insert the
commencement date in the space provided hereinabove. The rent payments shown
above together with any and all additional payments to be made by Lessee to
Lessor under this Lease are hereinafter referred to as "Rental". All Rental
shall be paid without notice or demand and without abatement, deduction or set
off of any amount whatsoever, at such address and to such person or persons as
Lessor or its assignee shall direct. Any nonpayment of Rental due hereunder
shall result in the obligation on the part of Lessee promptly to pay also an
amount equal to five percent (5%) (or the maximum rate permitted by law,
whichever is less) of the amounts overdue.
4. Disclaimer of Warranties; Xxxxxx's Obligations. LESSEE ACKNOWLEDGES
THAT: LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT NOR THE MANUFACTURER'S
AGENT NOR A DEALER THEREIN; THE EQUIPMENT IS OF A SIZE, DESIGN, CAPACITY,
DESCRIPTION AND MANUFACTURE SELECTED BY THE LESSEE; XXXXXX HAS SELECTED THE
EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO PURCHASE THE SAME FOR LEASING TO
LESSEE; LESSEE IS. SATISFIED THAT THE EQUIPMENT IS SUITABLE AND FIT FOR ITS
PURPOSES; AND LESSOR HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR
REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS,
CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE EQUIPMENT, ITS FITNESS
FOR ANY PARTICULAR PURPOSE, THE QUALITY OR CAPACITY OF THE MATERIALS IN THE
EQUIPMENT OR WORKMANSHIP IN THE EQUIPMENT, XXXXXX'S TITLE TO THE EQUIPMENT, NOR
ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER. LESSOR SHALL NOT BE-LIABLE TO
LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED, DIRECTLY
OR INDIRECTLY, BY ANY EQUIPMENT LEASED HEREUNDER OR THE USE OR MAINTENANCE
THEREOF OR THE FAILURE OF OPERATION THEREOF, OR THE REPAIR, SERVICE OR
ADJUSTMENT THEREOF, OR BY ANY DELAY OR FAILURE TO PROVIDE ANY SUCH MAINTENANCE,
REPAIRS, SERVICE OR ADJUSTMENT, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE
THEREOF OR FOR ANY LOSS OF BUSINESS HOWSOEVER CAUSED. LESSOR SHALL NOT BE LIABLE
FOR DAMAGES OF ANY KIND INCLUDING ANY CONSEQUENTIAL DAMAGES AS THAT TERM IS USED
IN THE UNIFORM COMMERCIAL CODE OR OTHERWISE. No defect or unfitness of the
Equipment, nor any failure on the part of the manufacturer or the shipper of the
Equipment to deliver the Equipment or any part thereof to Lessee, shall relieve
Lessee of the obligation to pay Rental or any other obligation under this Lease.
Lessor shall have no obligation under this Lease in respect of the Equipment
and shall have no obligation to install, erect, test, adjust or service the
Equipment. Lessor agrees, so long as there shall not have occurred or be
continuing any Event of Default hereunder or event which with lapse of time or
notice, or both, might become an Event of Default hereunder, that Lessor will
permit Lessee to enforce in Xxxxxx's own name and at Xxxxxx's sole expense any
supplier's or manufacturer's warranty or agreement in respect of the Equipment
to the extent that such warranty or agreement is assignable. The parties agree
that this Lease is a "Finance Lease" as defined in Article 2A of the Uniform
Commercial Code. Lessee acknowledges either (a) that Lessee has reviewed and
approved the purchase order, supply contract or purchase agreement ("Supply
Contract") covering the Equipment purchased from the vendor or supplier thereof
for lease to Lessee or (b) that Lessor has informed or advised Lessee in
writing, either previously or by this Lease, of the following: (i) the identity
of the supplier/vendor; (ii) that the Lessee may have rights under the Supply
Contract; and (iii) that the Lessee may contact the supplier/vendor for a
description of any such rights Lessee may have under the Supply Contract.
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This Lease is subject to the terms and conditions set forth above and in
Sections 5 through 17 printed on the reverse and successive sides hereof, and
Lessee acknowledges and accepts the provisions thereof.
XXXXXX ACKNOWLEDGES RECEIPT OF A SIGNED TRUE COPY OF THIS LEASE
Accepted on September 22, 1995 Date June 23 1995
CHARTER FINANCIAL, INC. SMA VIDEO, Inc.
--------------------------- (Lessee)
(Signature of Proprietor or name
of Corporation or Partnership)
BY: /s/ BY: /s/
-------------------------------- ------------------------------------
Its VOT 3VTA:OTH% Its President
-------------------------------- ------------------------------------
(Title of Officer) (If Corporation, President, Vice
President or Treasurer should sign
and give official title. If
Partnership, state partner.)
PAGE 1 OF 4
3 LESSEE'S COPY
5. Assignment by Lessor. This Lease and Lessor's Interest In the Equipment
shall be assignable by Xxxxxx and by its assigns without notice to or the
consent of Lessee, but Lessee shall not be obligated to any assignee of Lessor
except upon written notice of such assignment from Lessor or such assignee. The
obligation of Lessee to pay Rental to such assignee and perform all other
obligations hereunder shall be absolute, irrevocable, independent and
unconditional and shall not be affected by any circumstances whatsoever, and
such payments shall be made without interruption, deduction, offset or abatement
notwithstanding any event or circumstance whatsoever, including, without
limitation, the late delivery, non-delivery, destruction or damage of or to the
Equipment, the deprivation or limitation of the use of the Equipment, the
bankruptcy or insolvency of Lessor or Lessee or any disaffirmance of this Lease
by or on behalf of Lessee, and notwithstanding any defense, setoff, recoupment
or counterclaim or any other right whatsoever, whether by reason of breach of
this Lease or otherwise which Lessee may now or hereafter have against Lessor
and whether any such event shall be by reason of any act or omission of Lessor
or otherwise; provided, however, that nothing herein contained shall effect any
right of Lessee to enforce against Lessor any claim which Lessee may have
against Lessor in any manner other than by abatement, attachment, or recoupment
of, interference with, or set-off, counterclaim or defense against, the
aforementioned payments to be made to such assignee. Xxxxxx's undertaking herein
to pay the Rental to and to perform the other obligations of Lessee hereunder
for the benefit of an assignee of Lessor shall constitute a direct, independent
and unconditional obligation of Xxxxxx to said assignee. Xxxxxx also
acknowledges and agrees that any assignee of Xxxxxx's interest in this Lease
shall have the right to exercise all rights, privileges and remedies (either in
its own name or in the name of Lessor) which by the terms of this Lease are
permitted to be exercised by Xxxxxx. Lessee acknowledges that any assignment or
transfer by Lessor shall not materially change Xxxxxx's duties or obligations
under this Lease nor materially increase the burdens or risks imposed on Lessee.
Notwithstanding the foregoing, Xxxxxx agrees that Lessor shall have the absolute
right to assign this Lease even if such assignment would be deemed to materially
affect the burdens or risks on Lessee.
6. Damage to or Loss of the Equipment; Requisition. No loss or damage to the
Equipment or any part thereof shall affect any obligation of Lessee under this
Lease which shall continue in full force and effect. Lessee shall advise Lessor
in writing promptly of any item of Equipment lost or damaged and of the
circumstances and extent of such damage. If the Equipment is totally destroyed,
irreparably damaged, lost, stolen or title thereto shall be requisitioned or
taken by any governmental authority under the power of eminent domain or
otherwise, Lessee shall, at the option of the Lessor, replace the same with like
equipment in good repair, condition and working order and transfer title to such
replacement item to Lessor by bill of sale and other appropriate documents or
pay to Lessor all Rental due and to become due hereunder, less the net amount of
the recovery, if any, actually received by Lessor from insurance or otherwise
for such destruction, damage, loss, theft, requisition or taking. Whenever the
Equipment is destroyed or damaged and in the sole discretion of the Lessor, such
destruction or damage can be repaired, Lessee shall, at its expense, promptly
effect such repairs as Lessor shall deem necessary for compliance with paragraph
7(a) below. Any proceeds of insurance received by Lessor with respect to such
reparable damage to the Equipment shall, at the election of Lessor, be applied
either to the repair of the Equipment by payment by Lessor directly to the
party completing the repairs, or to the reimbursement of Lessee for the cost of
such repairs, provided, however, that Lessor shall have no obligation to make
such payment or any part thereof until receipt of such evidence as Lessor shall
deem satisfactory that such repairs have been completed and further provided
that Lessor may apply such proceeds to the payment of any Rental or other
sum due or to become due hereunder if at the time such proceeds are received
by Lessor there shall have occurred and be continuing any Event of Default
hereunder or any event which with lapse of time or notice, or both, would
become an Event of Default. Lessee shall, when and as requested by Xxxxxx,
undertake, by litigation or otherwise, in Xxxxxx's name, the collection of any
claim against any person for such destruction, damage, loss, theft, requisition
or taking, but Lessor shall not be obligated to undertake, by litigation or
otherwise, the collection of any claim against any person for such destruction,
damage, loss, theft, requisition or taking.
7. Affirmative Covenants of Lessee. Lessee shall (a) cause the Equipment to
be kept in good condition and use the Equipment only in the manner for which it
was designed and intended so as to subject it to only ordinary wear and tear and
cause to be made all needed and proper repairs, renewals, and replacements
thereto; (b) maintain at all times property damage, fire, theft and
comprehensive insurance for the full replacement value of the Equipment, with
loss payable provisions in favor of Lessor and any assignee of Lessor as their
interests may appear, and maintain general liability insurance in amounts
satisfactory to Lessor naming Lessor and any assignee of Lessor as insureds with
all of said insurance and loss payable provisions to be in form, substance and
amount and written by companies approved by Lessor, and deliver policies
therefor, or duplicates thereof, to Lessor; (c) pay or reimburse Lessor for any
and all taxes, assessments and other governmental charges of whatever kind or
character, however designated (together with any penalties, fines or interest
thereon) levied or based upon or with respect to the Equipment or the Rental or
upon the manufacture, purchase, ownership, delivery, leasing, possession, use,
storage, operation, maintenance, repair, return or other disposition of the
Equipment, or for titling or registering the Equipment, or upon the income or
other proceeds received with respect to the Equipment or this Lease provided,
however, that Lessee shall pay taxes on or measured by the net income of Lessor
and franchise taxes of Lessor only to the extent that such net Income taxes or
franchise taxes are levied or assessed in: lieu of such other taxes, assessments
or other governmental charges; (d) pay all shipping and delivery charges and
other expenses incurred in connection with the Equipment and pay all lawful
claims, whether for labor, materials, supplies, rent or services, which might or
could if unpaid become a lien on the Equipment; (e) comply with all governmental
laws, regulations, requirements and rules, all manufacturer's instructions and
warranty requirements, and with the conditions and requirements of all policies
of insurance with respect to the Equipment and this Lease; (f) mark and identify
the Equipment with all information and in such manner as Lessor or its assigns
may request from time to time and replace promptly any such markings or
identification which are removed, defaced or destroyed; (g) at any and all times
during business hours, xxxxx Xxxxxx free access to enter upon the premises
wherein the Equipment shall be located or used and permit Lessor to inspect; the
Equipment; (h) reimburse Lessor for all charges, cost and expenses (including
attorneys' fees), incurred by Lessor in defending or protecting its interest in
the Equipment, in the attempted enforcement or enforcement of the provisions of
this Lease or in the attempted collection or collection of any Rental under this
Lease; (i) indemnify and hold Lessor harmless from and against all claims,
losses, liabilities (including negligence, tort and strict liability), damages,
judgments, suits, and all legal proceedings, and any and all costs and expenses
in connection therewith (including attorneys' fees) arising out of or in any
manner connected with the manufacture, purchase, financing, ownership, delivery,
rejection, non-delivery, transportation, possession, use, storage, operation,
maintenance, repair, return or other disposition of the Equipment or with the
Lease, including, without limitation, claims for injury to or death of persons
and for damage to property, and give Lessor prompt notice of any such claim or
liability; (j) upon the expiration of the Term, or any renewal term of this
Lease, or upon sooner termination of this Lease, at its own cost and expense,
deliver possession of the Equipment to Lessor in the condition in which it is
required to be maintained by Lessee hereunder, at a location within the United
States designated by the Lessor; (k) upon the expiration of the Term, or any
renewal term of this Lease, or upon sooner termination of this Lease, upon
request of Lessor, provide suitable and adequate storage space at the place
where the Equipment is to be located hereunder, and permit Lessor to store the
Equipment in such storage space free of charge for a period not to exceed ninety
(90) days, during which period Lessor will be allowed reasonable access thereto;
and (l) maintain, a system of accounts established and administered in
accordance with generally accepted accounting principles and practices
consistently applied; and within thirty (30) days after the end of each fiscal
quarter, deliver to Lessor a balance sheet as at the end of such quarter and
statement of operations for such quarter, and within one hundred and twenty
(120) days after the end of each fiscal year, deliver to Lessor a balance sheet
as at the end of such year and statement of operations for such year, in each
case prepared in accordance with generally accepted accounting principles and
practices consistently applied and certified by Xxxxxx's chief financial officer
as fairly presenting the financial position and results of operations of Lessee,
and in the case of year end financial statements, certified, by an independent
accounting firm acceptable to Lessor.
PAGE 2 OF 4
8. Negative Covenants of Lease. Lessee shall not (a) voluntarily or
involuntarily create, incur, assume or suffer to exist any mortgage, lien,
pledge or other encumbrance or attachment of any kind whatsoever upon, affecting
or with respect to the Equipment or this Lease or any of Lessee's interests
thereunder; (b) make any changes or alterations in or to the Equipment except as
necessary for compliance with paragraph 7(a) above; (c) permit the name of any
person, association or corporation other than the Lessor to be placed on the
Equipment as a designation that might be interpreted as a claim of ownership or
security interest; (d) part with possession or control of or suffer or allow to
pass out of its possession or control any item of the Equipment or change the
location of the Equipment or any part thereof from the address shown above; (e)
ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS
UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE EQUIPMENT;
or (f) change its name or address from that set forth above unless it shall have
given Lessor or its assigns no less than thirty (30) days' prior written notice
thereof.
9. Use of Equipment; Equipment Personalty. So long as no Event of Default
shall have occurred, Lessee shall be entitled to possession and use of the
Equipment for the Term of this Lease in its lawful business in accordance with
the provisions of this Lease. The Equipment is, and shall at all times be and
remain, personal property notwithstanding that the Equipment or any part thereof
may now be, or hereafter become, in any manner affixed or attached to, or
imbedded in, or permanently resting upon, real property or any building thereon,
or attached in any manner to real property by cement, plaster, nails, bolts,
screws, wires, pipes or otherwise. If requested by Lessor with respect to any
item of the Equipment, Xxxxxx will obtain and deliver to Lessor waivers of
interest or liens in recordable form, satisfactory to Lessor, from all persons
claiming any interest in the real property on which such item of the Equipment
is installed or located.
10. Event of Default and Remedies. If any one or more of the following
events ("Events of Default") shall occur; (a) Lessee shall fail to make any
payment hereunder, when due, whether for rent or otherwise; or (b) any
certificate, statement, representation, warranty or financial report heretofore
or hereafter furnished by or on behalf of Lessee or any guarantor of any of
Lessee's obligations hereunder proves to have been false in any material respect
at the time as of which the facts therein set forth were stated or certified or
has omitted any material contingent or unliquidated liability or claim against
Lessee or any such guarantor; or (c) Lessee or any guarantor of Lessee's
obligations shall fail to perform or observe any covenant (including, without
limitation, the covenant to keep the Equipment free from any mortgage, lien,
pledge, encumbrance or attachment of any kind whatsoever), condition or
agreement to be performed or observed by it hereunder; or (d) Lessee or any
guarantor of any of Lessee's obligations hereunder shall be in breach of or in
default in the payment and performance of any obligation owing to Lessor whether
or not related to this Lease and howsoever arising, whether by operation of law
or otherwise, present or future, contracted for or acquired, and whether joint,
several, absolute, contingent, secured, unsecured, matured and unmatured; or (e)
Lessee or any guarantor of any of Xxxxxx's obligations hereunder shall cease
doing business as a going concern, make an assignment for the benefit of
creditors, admit its inability to pay its debts as they become due, file a
petition commencing a voluntary case under any chapter of Title 11 of the United
States Code entitled "Bankruptcy" (the "Bankruptcy Code"), be adjudicated as
insolvent, file a petition seeking for itself any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar arrangement under
any present or future statute, law, rule or regulation or file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, consent to the filing of such a petition or acquiesce in the
appointment of a trustee, receiver or liquidator of it or of all or any part of
its assets or properties, or take any action looking to its dissolution or
liquidation; (f) an order for relief against Lessee or any guarantor of any of
Lessee's obligations hereunder shall have been entered under any chapter of the
Bankruptcy Code or a decree or order by a court having jurisdiction in the
premises shall have been entered approving as properly filed a petition seeking
reorganization, arrangement, readjustment, liquidation, dissolution or similar
relief against Lessee or any guarantor of any of Lessee's obligations hereunder
under any present or future statute, law, rule or regulation, or within thirty
(30) days after the appointment without Xxxxxx's or such guarantor's consent or
acquiescence of any trustee, receiver or liquidator of it or such guarantor or
of all or any part of its or such guarantor's assets and properties, such an
appointment shall not be vacated, or an order, judgment, or decree shall be
entered against Lessee or such guarantor by a court of competent jurisdiction
and shall continue in effect for any period of ten (10) consecutive days without
a stay of execution or any execution or writ or process shall be issued under
any action or proceeding against Lessee whereby the Equipment or its use may be
taken or restrained; or (g) Lessee shall suffer an adverse material change in
its financial condition from the date hereof, and as a result thereof Lessor
deems itself or any of the Equipment to be insecure; then and in any such event,
Lessor may (but is not obligated to), at the sole discretion of Lessor, without
notice or demand, take any one or more of the following steps: (1) Immediately
terminate Xxxxxx's rights hereunder; (2) require Lessee, at its expense,
promptly to return all or any portion of the Equipment to the possession of the
Lessor at such place within the United States as Lessor may designate, or with
or without process of law, directly or acting through agents, without liability
to Lessor, enter upon the premises of Lessee or other premises where all or any
portion of the Equipment may be and take immediate possession of all or any
portion of the Equipment, and thenceforth hold, possess, and enjoy the same free
from any right of the Lessee to the possession and use of the Equipment for any
purpose whatsoever in which event Lessee hereby expressly waives all further
rights to possession of the Equipment and all claims for injuries suffered
through or caused by any such repossession; or (3) sue for and seek to recover
from Lessee all rent and other sums then past due pursuant to the terms and
provisions of this Lease; or (4) declare immediately due and payable and sue for
and seek to recover, all payments of rent, whether or not accrued, and all other
amounts payable hereunder, provided, however, upon the occurrence of any of the
events specified in subparagraphs (e) and (f) above, all sums as specified in
this subparagraph (4) shall immediately be due and payable without notice to
Lessee (the date on which Lessor declares all rent and other amounts to be due
and payable is hereinafter referred to as the "Declaration Date"); or (5) sell
or release any or all of the Equipment at a public or private sale on such terms
and notice as Lessor shall deem reasonable and recover from Lessee damages, not
as penalty, but herein liquidated for all purposes and in an amount equal to the
sum of (i) any accrued and unpaid rent as of the later of (A) the date of
default or (B) the date that Lessor has obtained possession of the Equipment
(the "Computation Date"); (ii) the present value of all future rent reserved in
this Lease and contracted to be paid over the unexpired term of the Lease as of
the Computation Date, discounted at a rate equal to six percent (6%); (iii) all
commercially reasonable costs and expenses incurred by Lessor in any
repossession, recovery, storage, repair, sale, re-lease or other disposition of
the Equipment including reasonable attorneys' fees and costs incurred in
connection with or otherwise resulting from the Lessee's default; (iv) estimated
residual value of the Equipment as of the expiration of this Lease; and (v) any
indemnity, if then determinable, plus interest at one and one-half percent
(1.5%) per month; LESS the amount received by Lessor upon such public or private
sale or re-lease of such items of Equipment, if any; or (6) with or without
terminating this Lease, recover from Lessee damages, not as a penalty, but
herein liquidated for all purposes in an amount equal to the sum of (i) any
accrued and unpaid rent as of the Declaration Date plus interest at the rate of
one and one-half percent (1.5%) per month; (ii) the present value of all future
rent reserved in this Lease and contracted to be paid over the unexpired term of
this Lease discounted at a rate equal to six percent (6%); (iii) all
commercially reasonable costs and expenses incurred by Lessor in any
repossession, recovery, storage, repair, sale, re-lease, or other disposition of
the Equipment including reasonable attorneys' fees and costs incurred in
connection therewith or otherwise resulting from the Lessee's default; (iv)
estimated residual value of the Equipment as of the expiration of this Lease;
and (v) any indemnity, if then determinable, plus interest at one and one-half
percent (1.5%) per month; or (7) exercise any other right or remedy which may be
available under the Uniform Commercial Code or any other applicable law or
proceed by appropriate court action or actions, at law or in equity, either to
enforce performance by Lessee of the applicable covenants of this Lease or to
recover damages for the breach thereof or of any warranty or representation
herein contained, or in aid of the exercise of any power, right or remedy
granted herein. Lessee shall be liable for all costs and expenses, including
reasonable attorneys' fees and disbursements, incurred by reason of the
occurrence of any Event of Default or the exercise of Lessor of remedies with
respect thereto. Any personalty in or attached to the Equipment when repossessed
may be held by
PAGE 3 OF 4
Lessor without any liability arising with respect thereto, and any and all
claims in connection with such personalty shall be deemed to have been waived
unless notice of such claim is made by certified or registered mail upon Lessor
within three business days after repossession. A termination hereunder shall
occur only upon notice by Xxxxxx and only as to such items of Equipment as
Lessor specifically elects to terminate and this Lease shall continue in full
force and effect as to the remaining items, if any. If this Lease is deemed at
any time to be one intended as security, Xxxxxx agrees that the Equipment shall
secure, in addition to the indebtedness set forth herein, any other indebtedness
at any time owing by Xxxxxx to Lessor.
11. Lessor's Right to Perform for Lessee. If Lessee fails to perform or
comply with any of its agreements contained herein, Lessor may perform or comply
with such agreements and the amount of any payments and expenses of Lessor
incurred in connection with such performance or compliance, together with
interest thereon at the rate provided in paragraph 15 below, shall be deemed
Rental payable by Lessee upon demand.
12. Further Assurances. Lessee will cooperate with Lessor for the purpose
of protecting the interests of Lessor in the Equipment, this Lease and the sums
due under this Lease, including, without limitation the execution of all Uniform
Commercial Code financing statements requested by Xxxxxx. Lessor and any
assignee of Lessor is authorized if permitted by applicable law to file one or
more Uniform Commercial Code financing statements disclosing any security
interests in the Equipment, this Lease and the sums due under this Lease without
the signature of Lessee or signed by Lessor or any assignee of Lessor as
attorney-in-fact for Lessee. Lessee will pay all costs of filing any financing,
continuation or termination statements with respect to this Lease, including,
without limitation, any documentary stamp taxes relating thereto. Lessee will do
whatever may be necessary to have a statement of the interest of Xxxxxx and any
assignee of Lessor in the Equipment noted on any certificate of title relating
to the Equipment and will deposit said certificate with Lessor or such assignee.
Lessee shall execute and deliver to Lessor upon request such other instruments
and assurances as Lessor deems necessary or advisable for the implementation,
effectuation, confirmation or perfection of this Lease and any rights of Lessor
hereunder.
13. Non-Waiver. No course of dealing between Xxxxxx and Lessee or any delay
or omission on the part of Lessor in exercising any rights hereunder shall
operate as a waiver of any rights of Lessor. A waiver on any one occasion shall
not be construed as a bar to or waiver of any right or remedy on any future
occasion. No waiver or consent shall be binding upon Lessor unless it is in
writing and signed by Xxxxxx. To the extent permitted by applicable law, Lessee
hereby waives the benefit and advantage of, and covenants not to assert against
Lessor, any valuation, inquisition, stay, appraisement, extension or redemption
laws now existing or which may hereafter exist which, but for this provision,
might be applicable to any sale or re-leasing made under the judgment, order or
decree of any court or under the powers of sale and re-leasing conferred by this
Lease or otherwise. To the extent permitted by applicable law, Lessee hereby
waives any and all rights and remedies conferred upon a Lessee by Article 2A-508
through 2A-522 of the Uniform Commercial Code, including but not limited to
Lessee's rights to: (i) cancel this Lease; (ii) repudiate this Lease; (iii)
reject the Equipment; (iv) revoke acceptance of the Equipment; (v) recover
damages from Lessor for any breaches of warranty or for any other reason; (vi)
claim a security interest in the Equipment in Lessee's possession or control for
any reason; (vii) deduct all or any part of any claimed damages resulting from
Lessor's default, if any, under this Lease; (viii) accept partial delivery of
the Equipment; (ix) "cover" by making any purchase or lease of or contract to
purchase or lease Equipment in substitution of Equipment identified to this
Lease; (x) recover any general, special, incidental, or consequential damages,
for any reason whatsoever; and (xi) specific performance, replevin, detinue,
sequestration, claim, delivery or the like for any Equipment identified to this
Lease. To the extent permitted by applicable law, Lessee also hereby waives any
rights now or hereafter conferred by statute or otherwise which may require
Lessor to sell, lease or otherwise use any Equipment in mitigation of Lessor's
damages as set forth in paragraph 10 or which may otherwise limit or modify any
of Lessor's rights or remedies under paragraph 10.
14. Entire Agreement; Severability; Etc. This instrument constitutes the
entire agreement between Lessor and Lessee relating to the Equipment and all
conversations, agreements or representations relating to this Lease or to the
Equipment are integrated herein. Xxxxxx acknowledges and agrees that neither the
manufacturer, supplier, shipper, dealer or vendor ("Supplier") nor any salesman,
representative or other agent of Supplier, is an agent of Lessor. No salesman,
representative or agent of Supplier is authorized to bind Lessor or to waive or
alter any term or condition to this Lease and no representation as to the
Equipment or any other matter by a Supplier shall in any way affect Xxxxxx's
duty to pay Rental and perform its other obligations as set forth in this Lease.
If any provision hereof or any remedy herein provided for shall be invalid under
applicable law, such provision or remedy shall be inapplicable and deemed
omitted, but the remaining provisions and remedies hereunder shall be given
effect in accordance with the intent hereof. Neither this Lease nor any term
hereof may be changed, discharged, terminated or waived except by an instrument
in writing signed by the party against which enforcement of the change,
discharge, termination or waiver is sought. THIS LEASE SHALL BE DEEMED TO HAVE
BEEN MADE IN THE STATE OF NEW YORK BY VIRTUE OF XXXXXX HAVING SIGNED AND
ACCEPTED THIS LEASE IN THE STATE OF NEW YORK, REGARDLESS OF THE ORDER IN WHICH
THE SIGNATURES OF THE PARTIES SHALL BE AFFIXED HERETO, SHALL BE DEEMED TO BE
PERFORMED IN THE STATE OF NEW YORK AND SHALL BE INTERPRETED, AND THE RIGHTS AND
LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW OR
CHOICE OF LAW, AND AS PART OF THE CONSIDERATION OF THE LESSOR EXECUTING THIS
LEASE, LESSEE HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY OR
INDIRECTLY FROM THIS LEASE SHALL BE LITIGATED ONLY IN COURTS HAVING SITUS WITHIN
THE STATE OF NEW YORK AND LESSEE HEREBY CONSENTS TO THE JURISDICTION OF ANY
LOCAL, STATE, OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK AND WAIVES
THE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON THE LESSEE HEREIN, AND CONSENTS
THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, DIRECTED TO THE LESSEE AT THE ADDRESS SHOWN ON THE FACE HEREOF AND
SERVICE SO MADE SHALL BE COMPLETE TWO (2) DAYS AFTER THE SAME SHALL HAVE BEEN
POSTED AS AFORESAID. XXXXXX XXXXXX WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT
TO ANY MATTER ARISING UNDER OR IN CONNECTION WITH THIS LEASE. The captions in
this Lease are for convenience for reference only and shall not define or limit
any of the terms or provisions hereof. This Lease shall inure to the benefit of
and be binding upon Xxxxxx and Xxxxxx and their respective successors and
assigns, subject, however, to the limitations set forth in this Lease with
respect to Xxxxxx's assignment hereof. No right or remedy referred to in this
Lease is intended to be exclusive but each shall be cumulative and in addition
to any other right or remedy referred to in this Lease or otherwise available to
Lessor at law or in equity, and shall be in addition to the provisions contained
in any instrument referred to herein and any instrument in supplement hereto.
TIME IS OF THE ESSENCE WITH RESPECT TO THE OBLIGATIONS OF LESSEE UNDER THIS
LEASE.
15. No Prepayment; Interest. Lessee may not prepay this Lease, in whole or
in part, at any time. However, in the event Xxxxxx declares all rents and other
amounts payable hereunder to be due and payable pursuant to paragraph 10 above,
Lessee shall, upon demand, be required to pay the full amount demanded pursuant
to said paragraph 10. All amounts due and payable under this Lease (including
past due installments of rent) shall bear interest from and after their
respective due dates, at the lesser of one and one-half percent (1.5%) per month
or the highest rate permitted by applicable law, provided, however, that Lessee
shall have no obligation to pay any interest on interest except to the extent
permitted by applicable law.
16. Notices. Notices hereunder shall be deemed given if served personally or
by certified or registered mail, return receipt requested, to Lessor and Xxxxxx
at their respective addresses set forth at the head of this Lease. Any party
hereto may from time to time by written notice to the other change the address
to which notices are sent to such party.
17. No Purchase Option. Except as may be provided in a purchase option
agreement executed by Xxxxxx and Lessee of even date, Lessee shall have no
option to purchase or otherwise acquire title to or ownership of any of the
Equipment and shall have only the right to use the same under and subject to the
terms and provisions of this Lease.
PAGE 4 OF 4
CHARTER FINANCIAL, INC
Merchant Bankers
VIA FEDERAL EXPRESS
-------------------
November 10, 1995
Xx. Xxxxx Xxxxx
SMA Video, Inc.
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Documents for the transaction between SMA Video, Inc. and Charter Financial,
Inc. Lease No. 2380
Dear Mr. Xxxxx:
Enclosed, please find your copy of the documents for the transaction between
Charter Financial, Inc. and SMA Video. In addition, please find a coupon book
for your use each month when remitting payment. Please note that the next
payment for Lease number 2380 is due 12/01/95. As indicated on the payment
coupons, all payments should be sent to Charter Financial, Inc. at the following
address (unless you receive notice of change from us in the future):
P.O. Box 00000
Xxxxxx Xxxxxx Xxxxxxx
Xxx Xxxx, XX 00000-1104
Thank you for choosing Charter for this transaction. We are pleased to have been
able to be of service to you. Please do not hesitate to call me if you have any
questions. In addition, please feel free to call your account officer.
Sincerely yours,
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Contract Administrator
Enclosures
000 Xxxx 00xx Xxxxxx, Xxx Xxxx, N.Y. 00000 (000)000-0000 FAX (000)000-0000
AMENDMENT TO LEASE OF PERSONAL PROPERTY NO. 2380 DATED JUNE 23,
1995 (THE "LEASE") BY AND BETWEEN SMA VIDEO, INC. AS LESSEE AND
CHARTER FINANCIAL, INC. AS LESSOR
The Lease is hereby amended as follows:
1. The items set forth on Schedule A-1 annexed hereto are deemed to be
additional Equipment included under the Lease.
2. It received possession of all of the personal property described on Schedule
A-1 attached hereto on 29 Sept, 1995.
3. Except for the addition of certain Equipment covered by the Lease, there are
no other modifications or amendments to the Lease, which remains in full force
and effect.
SMA VIDEO, INC. CHARTER FINANCIAL, INC.
By: /s/ By: /s/
---------------------------- --------------------------------
Title: VP/Engineering Title: Vice President
------------------------ ----------------------------
Date: 29 Sept., 1995 Date: Sept. 29, 1995
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-1"
--------------------------------------------------------------------------------
QTY. MODEL # DESCRIPTION
---- ------- -----------
AVID
1 8000 AVID MEDIA COMPOSER
ACCOM
1 ACCOM RTD 4224 64 SECOND
1 RTD SMOOTH MOTION
AMPEX
1 DCT 1700d
1 GENERAL SERVICE KIT
1 525 AUDIO/VIDEO REF TAPE
1 525 GUIDE ALIGNMENT TAPE
XXXXXX VIDEO
1 QUANTEL XXXXX
1 XXXXX
CHYRON
1 MAX
1 16 MB FONT MEMORY
1 RGB COLOR MENU
1 EXTENDED EFX FRAME BUFFER
1 EXTENDED EFX FRAME BUFFER UPGRADE
1 NETWORKING
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 2
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-1"
--------------------------------------------------------------------------------
1 DI OUTPUT
XXXXX
1 AVS XXXXX STANDARD CONVERTOR
DIS
1 ENSEMBLE TC-400
1 ENSEMBLE CP-10
XXX XXXXXXX
14 AJA D2 SERIALIZER
14 AJA D2 DESERIALIZER
28 WALL WARTS C10WP
GVG
1 ANALOG INTERFACE
1 EDITOR OPTION
1 GRAFIX OPTION
1 PAL SYNC GENERATOR
1 MEP-3 YEAR
XXXX-XXXX
1 QUARTET TRAY
4 VFC 123 Ni
MIDDLE ATLANTIC
3 MIDDLE ATLANTUIC SS SHELVES
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-1"
--------------------------------------------------------------------------------
Nvision
3 Nvision NV-1000 FRAME
6 Nvision NV-1060 AUDIO DELAY
6 Nvision NV-1061 XX XXXXX
6 Nvision EM-1030-00 ADC
6 Nvision EM-1040-00 DAC
3 Nvision PS-2001
3 Nvision INPUT BUFFERS
1 Nvision CROSSPOINT CARD
PRO-BEL
1 4221 16 CH INPUT BUFFER
2 4111 32X16 CROSSPOINT
1 4215 16 CH OUTPUT AMP
1 128X FRAME UPGRADE W/ TRADE IN
3 6290 CONTROL PANELS
2 6170-20 CONTROL EXPANDERS
SONY
1 DVR 20
1 BKDV 201
1 RACKMOUNT
1 DVW-500
1 PFVD 100A
1 BKPF 108C
1 DVS 2000C
1 BKDS 2031
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-1"
--------------------------------------------------------------------------------
1 BKDS 2010
1 BZS 2020
XXXXXXXXXX
1 LEXICON 2400
TECHNISPHERE
1 TEK 1700 F06
1 TEK 764
3 TEK 1765
1 TEK 1700 F07
6 SONY PVM-95
1 XXXXXX 151OTG
3 XXXXXX VSD 6801
1 GVG SMS 800TID
3 GVG SMS 8301
TEKNICHE
3 TEKNICHE DX-210
COMPUTER WORKSTATION AND VTR
SMA VIDEO, INC.
BY: ____________________
TITLE: _________________
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
AMENDMENT TO LEASE OF PERSONAL PROPERTY NO. 2380 DATED JUNE 23,
1995 (THE "LEASE") BY AND BETWEEN SMA VIDEO, INC. AS LESSEE AND
CHARTER FINANCIAL, INC. AS LESSOR
The Lease is hereby amended as follows:
1. The items set forth on Schedule A-2 annexed hereto are deemed to be
additional Equipment included under the Lease.
2. It received possession of all of the personal property described on the
Schedule A-2 attached hereto on October 13, 1995.
3. Except for the addition of certain Equipment covered by the Lease as set
forth hereinabove, there are no other modifications or amendments to the Lease,
which remains in full force and effect.
SMA VIDEO, INC. CHARTER FINANCIAL, INC.
By: /s/ By: /s/
---------------------------- --------------------------------
Title: Executive V.P. Title: Vice President
------------------------ ----------------------------
Date: October 13, 1995 Date: October 13, 1995
LESSEE: SMA Video, Inc. PAGE: 1
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-2"
--------------------------------------------------------------------------------
QTY. MODEL # DESCRIPTION
---- ------- -----------
XXXXXXXXX XXXXXXXXX, TRUSTEE
1 PAINTBOX XXXXX WITH SONY DVR 1000 PACKAGE
ASSOCIATED TELEPHONE DESIGN, INC.
5 16-BUTTON DISPLAY SPEAKERPHONES
1 UNIVERSAL DATA CARD
RMC SALES
14 AJA C10-PS SERIALIZER
14 AJA C10-SP DESERIALIZER
28 WALL WARTS C10WP
GVG
1 000-000-00 EDITOR OPTION
1 000-000-00 GRAFIX OPTION
1 000-000-00 GRAFIX OPTION
1 000-000-00 PAL SYNC GENERATOR
1 MEO-3 YEAR
XXXX-XXXX
1 XXXXXXX QUARTET TRAY
4 XXXXXXX VFC 123 Ni
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 2
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-2"
--------------------------------------------------------------------------------
MEMORY INTERNATIONAL
1 VRAM FOR MAC
4 72 PIN SIMM 8 MEG 60 NS
PRO-BEL
1 6290 CONTROL PANELS
XXXXX DATA
1 DUAL 44/88 MEG SYQUEST RM
1 EXABYTE 8500 RACK MOUNT
1 SIDE X SIDE RACK MOUNT W/ 2 FIXED 9 GIG
DRIVES
1 31/2" DUAL REMOVABLE CHASIS
XXXXX X. XXXXX
1 SVGA MONITOR
1 THINKPAD LAPTOP-IBM 755CE
1 LOCAL ETHERNET BRIDGE W/SNMP
2 P5-100/16/1 GIG COMPUTER
2 486DX266/8/850 COMPUTER
1 SHARP PC-3050 LAPTOP COMPUTER
SONY
2 8-960-070-02 D1 ALIGNMENT TAPES
2 DIM-12CLA DI CLEANING TAPES
1 8-960-096-01 D1 BETASP ALIGNMENT TAPE
1 8-960-071-12 D2 ALIGNMENT TAPE
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-2"
--------------------------------------------------------------------------------
XXXX
1 12 PORT STACKABLE HUB
2 PCI NETWORK ADAPTER
1 PCMCIA ETHERNET ADAPTER
XXXXXXXXXX
3 Nvision NV-1000 FRAME
6 Nvision NV-1060 AUDIO DELAY
6 Nvision NV-1061 XX XXXXX
6 Nvision EM-1030-00 ADC
6 Nvision EM-1040-00 DAC
3 Nvision PS-2001
3 Nvision INPUT BUFFERS
1 Nvision CROSSPOINT CARD
TECHNISPHERE
6 VIDEOTEK DAT 1
5 VIDEOTEK PVS 6
4 VIDEOTEK DAT 2
1 XXXXXX CES 3500 FS
TEKNICHE
1 XXXXX
VIDEO CORPORATION OF AMERICA
1 ADOBE ILLUSTRATOR 5-PAK
1 ADOBE AFTER EFFECTS
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-2"
--------------------------------------------------------------------------------
2 ELECTRIC IMAGE RENDERCAM
1 POWER PC COMPUTER- APPLE 7100/80-800CD
3 MAC VIEW ADAPTERS
1 EQUILIBRIUM DEBABELIZER
4 15" MULTISCAN MONITORS- SONY CPD-15SF1
1 AVITEL RMA 1 BVW SHELF FOR DVW-500
SMA VIDEO, INC.
BY: /s/
--------------------------
TITLE: Partner
-----------------------
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
AMENDMENT TO LEASE OF PERSONAL PROPERTY NO. 2380 DATED JUNE 23,
1995 (THE "LEASE") BY AND BETWEEN SMA VIDEO, INC. AS LESSEE AND
CHARTER FINANCIAL, INC. AS LESSOR
The Lease is hereby amended as follows:
1. The items set forth on Schedule A-3 annexed hereto are deemed to be
additional Equipment included under the Lease.
2. It received possession of all of the personal property described on the
Schedule A-3 attached hereto on October 23,1995.
3. Except for the addition of certain Equipment covered by the Lease as set
forth hereinabove, there are no other modifications or amendments to the Lease,
which remains in full force and effect.
SMA VIDEO, INC. CHARTER FINANCIAL, INC.
By: /s/ By: /s/
---------------------------- --------------------------------
Title: Exec VP Title: Vice President
------------------------ ----------------------------
Date: October 23, 1995 Date: October 23, 1995
LESSEE: SMA Video, Inc. PAGE: 1
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-3"
--------------------------------------------------------------------------------
QTY. MODEL # DESCRIPTION
---- ------- -----------
ANICOM/XXXXXX XXXX
1 LEXMARK OPTRA RT+ 1900 DPI
1 500 SHEET 2ND DRAWER P/N 1408160
1 INA ETHERNET (10BT) P/N 1329970
1 TONER CARTRIGE HIGH YIELD
MEMORY INTERNATIONAL
2 512K VRAM FOR 7100
4 256K VRAM FOR 7100
2 72 PIN SIMM 8 MEG 60 NS
ZAXCOM
2 PITCH CORRECTION SOFTWARE FOR DMX-1000
VIDEO CORPORATION OF AMERICA
2 15" MULTISCAN MONITORS- SONY CPD-15SFI
1 APPLE POWER PC 8100/110-16/2000 CD
2 APPLE EXTENDED KEYBOARD II
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 2
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-3"
--------------------------------------------------------------------------------
XXXXX X. XXXXX
1 486DX266/8/850 COMPUTER
1 MCAFEE NET REMOTE
SMA VIDEO, INC.
BY: /s/
------------------------
TITLE: Exec VP
---------------------
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
GUARANTY AGREEMENT
Name and address of Guarantor: Fly Films, Inc.
: 000 Xxxxxx xx xxx Xxxxxxxx
: Xxx Xxxx, XX 00000
: Federal I.D. #00-0000000
RECITALS
A. Pursuant to the terms of the equipment leases, purchase money security
agreements and/or other agreements (collectively, the "Agreements") presently
existing between Charter Financial, Inc., 000 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, XX 00000 (collectively, "Obligee") and SMA Video, Inc., 000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, XX 00000 ("Obligor"). Obligor has incurred indebtedness to
Obligee as more fully set forth in the Agreements.
B. Obligee has required, as a condition of entering into the Agreements,
that the payment and performance of all indebtedness and obligations of Obligor
to Obligee of every kind and description, direct or indirect, primary or
secondary, absolute or contingent or due or to become due, whether by
acceleration or otherwise, and any and all renewals, modifications, supplements,
amendments and extensions of the foregoing, whether now or thereafter arising
under the Agreements, or any other present or future agreement, document or
instrument now or hereafter executed and delivered by Obligor to Obligee or any
assignee of Obligee, including, without limitation any equipment leases,
purchase money security agreements, loans, chattel mortgage loans, real estate
loans, advances, payments, extensions of credit, benefits or financial
accommodations whether or not arising under or in connection with the
Agreements, or by operation of law, whether or not evidenced by writing, or
otherwise arising (all of such indebtedness and obligations being hereinafter
referred to as the "Indebtedness"), be guaranteed by Guarantor.
TERMS AND CONDITIONS
1. Guaranty of Payment. In order to induce Obligee to enter into the
Agreements and in consideration of $10.00 and other good and valuable
consideration paid by Obligee to Guarantor, receipt of which is hereby
acknowledged, Guarantor hereby unconditionally guarantees to Obligee (a) the due
and punctual payment of the Indebtedness, when and as the same shall become due
and payable whether at maturity or by required prepayment, notice of optional
prepayment, acceleration or otherwise and (b) the due and punctual performance
of all other obligations arising under or relating to the Indebtedness. Such
guaranty is an absolute, unconditional, continuing guaranty of payment and not
of collectibility, and is in no way conditioned or contingent upon any attempt
to collect from Obligor or from any other person, firm or corporation obligated
with respect to, or any guarantor of, the Indebtedness or upon any other
condition or contingency. In case Obligor shall fail to pay punctually any of
the Indebtedness, or any premium or interest thereon, when and as the same shall
become due and payable, Guarantor will upon demand immediately pay the same to
Obligee.
2. Costs and Expenses. Guarantor will pay all costs and expenses incurred by
or on behalf of Obligee (including, without limitation, reasonable attorneys'
fees and expenses) in enforcing the obligations of Guarantor hereunder, and the
obligations of Obligor with respect to the Indebtedness.
3. Obligations of Guarantor Not Affected. The obligations of Guarantor shall
remain in full force and effect without regard to and shall not be affected or
impaired in any respect by: (a) any assignment, transfer, amendment,
modification, rescission or cancellation of or addition or supplement to the
Agreements or any other agreement or guaranty in respect of the Indebtedness or
collateral held for the Indebtedness; (b) the validity, illegality or
unenforceability of the Agreements or any other agreement or guaranty in respect
of the Indebtedness or collateral held for the Indebtedness; (c) any exercise,
non-exercise, waiver, release or cancellation by Obligee of any right, remedy,
power or privilege under or in respect of the Agreements or any other agreement
or guaranty in respect of the Indebtedness or collateral held for the
Indebtedness, including, without limitation, the taking, release, discharge,
exchange, surrender or disposition of collateral held for the Indebtedness; (d)
any consent, extension, indulgence, or other action, inaction or omission under
or in respect of the Agreements or any other agreement of guaranty in respect of
the Indebtedness or collateral held for the Indebtedness; (e) the death of
Guarantor; (f) any purported termination by Guarantor of this Guaranty Agreement
not expressly permitted hereby; or (g) any other cause or circumstance
whatsoever, including, without limitation, any other act, thing, omission or
delay which would or might in any manner or to any extent vary the risk of
Guarantor or which would or might otherwise operate as a discharge of Guarantor
as a matter of law; whether or not Guarantor shall have notice or knowledge of
any of the foregoing. This Guaranty Agreement shall remain in full force and
effect and shall not be terminable except with the prior written consent of
Obligee or so long as any agreement or arrangement between Obligee and Obligor
or any renewals, continuations, modifications, supplements and amendments
thereof shall remain in force and effect. Thereafter this instrument shall
continue in full force and effect until terminated by the actual receipt by
Obligee by registered or certified mail of notice of termination from Guarantor
or from the legal representative of any deceased Guarantor; such termination
shall be applicable only to transactions having their inception thereafter, and
rights and obligations arising out of transactions having their inception prior
to such termination shall not be affected.
4. Waivers. The following are unconditionally waived by Guarantor (a) notice
of any of the matters referred to in Section 3, (b) all notices which may be
required by statute, rule or law or otherwise to preserve any rights of Obligee
against Obligor or Guarantor, including, without limitation, notice of
presentment and protest to, and demand and payment from, Obligor or Guarantor
(c) any right to the enforcement, assertion, exercise or non-exercise by Obligee
of any right, power or remedy conferred in the Agreement or any other agreement
whatsoever, (d) any right of subrogation, reimbursement or indemnity, and any
right of recourse to or with respect to any assets or property of Obligor or to
any collateral for any Indebtedness, unless and until Obligee shall have
received and retained full payment of all of the Indebtedness, and (e) any
requirement of diligence on the part of Obligee.
5. Security. All sums at any time to the credit of Guarantor and any
property of Guarantor at any time in Obligee's possession shall be deemed held
by Obligee as security for any and all of Guarantor's obligations to Obligee and
to any company or companies which may now or at any time be Obligee's parent,
subsidiary or affiliate, no matter how or when arising and whether under this or
any other instruments, agreement or otherwise. Upon the nonpayment of any
obligation of Obligor to Obligee, full power and authority are hereby given
Obligee to sell, assign, and deliver the whole or any of the property of
Guarantor which Obligee holds as security, at any broker's board, or at public
or private sale (at the option of Obligee) either for cash or on credit or for
future delivery, without assumption of any credit risk, and without demand,
advertisement or notice of any kind, all of which are hereby expressly waived.
No delay on the part of Obligee in exercising any power of sale or any other
rights or options hereunder, and no notice or demand, which may be given to or
made upon Guarantor by Obligee with respect to any power of sale or other right
or option hereunder, shall constitute a waiver thereof, or limit or impair
Obligee's right to take any action or to exercise any power of sale or any other
rights hereunder, without notice or demand, or prejudice Obligee's rights as
against Guarantor in any respect. At any sale hereunder, Obligee may purchase
the whole or any part of the property sold, free from any right of redemption on
the part of Guarantor, all such rights being also hereby waived and released. In
the event of any sale or other disposition of any of the property aforesaid,
after deducting ail costs or expenses of every kind for care, safekeeping,
collection, sale, delivery or otherwise, Obligee shall, after applying the
balance of the proceeds of the sale or other disposition to the payment or
reduction (in whole or in part) of the principal or interest (at the option of
Obligee) then owing on the obligations of Obligor, and after making proper
allowance for interest on obligations of Obligor not then due, return any excess
to Guarantor, all without prejudice to the rights of Obligee as against
Guarantor with respect to any and all amounts which may then be or remain unpaid
on any obligations of Obligor.
6. Subordination. Any and all rights of Guarantor to the payment or
performance of any and all present and future indebtedness or other obligations
of Obligor to Guarantor shall be subordinate and subject to the rights of
Obligee to the full payment of the Indebtedness and all of the Indebtedness
shall be paid in full mid shall be retained by Obligee before any payment of
such indebtedness from Obligor to Guarantor shall be made. In the event that any
payment or distribution shall be received by Guarantor contrary to the
provisions of the preceding sentence, whether in connection with any insolvency,
bankruptcy, liquidation, reorganization, arrangement, readjustment, composition,
dissolution or other similar proceeding involving Obligor, or otherwise, such
payment or distribution shall be held in trust by Guarantor and shall be
promptly paid over to Obligee for application to the Indebtedness.
7. Bankruptcy or Insolvency. Guarantor agrees that if Obligor or
Guarantor should at any time become insolvent or make a general assignment for
the benefit of its creditor, or if a petition in bankruptcy or any insolvency,
liquidation, reorganization, arrangement, readjustment, composition, dissolution
or other similar proceeding shall be filed or commenced by, against or in
respect of Obligor or Guarantor, or if an order for relief shall be entered in
respect of Obligor or Guarantor in any case under the Bankruptcy Code, the
obligations of Guarantor hereunder shall remain in full force and effect; and
any and all obligations of Obligor and Guarantor to Obligee shall, at the option
of Obligee, forthwith become due and payable without notice.
8. Notices. All notices and other communications hereunder shall be in
writing and shall be delivered or mailed by certified or registered mail, return
receipt requested, addressed to the respective addresses of the parties hereto
designated above in this Guaranty Agreement, or addressed to any such party at
such other address such party shall hereafter have furnished to the other party
in writing.
9. Consent to Jurisdiction; Waiver of Jury Trial. Guarantor hereby
irrevocably consents to the jurisdiction of the courts of the State of New York
and of any federal court located in such state in connection with any action or
proceeding arising out of or relating to this Guaranty Agreement. Any such
action or proceeding will be maintained in the United States District Court for
the Southern District of New York or in any court of the State of New York
located in the County of New York and Guarantor waives any objections based upon
venue or forum non conveniens in connection with any such action or proceeding.
Guarantor consents that process in any such action or proceeding may be served
upon it by registered mail directed to Guarantor at its address set forth at the
head of the Guaranty Agreement or in any other manner permitted by applicable
law or rules of court. Guarantor hereby irrevocably appoints the Secretary of
State of the State of New York as its agent to receive service of process in any
such action or proceeding. GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY
WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING COMMENCED BY OBLIGEE, OBLIGOR,
GUARANTOR OR OTHERWISE IN CONNECTION WITH THIS GUARANTY AGREEMENT OR ANY OF THE
AGREEMENTS. THIS WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES WITH
FULL COGNIZANCE AND UNDERSTANDING OF THEIR RIGHTS.
10. Law of New York. This Guaranty Agreement shall in all respects be
governed by and construed in accordance with the internal laws of the State of
New York, without reference to principles of conflict of laws.
11. Miscellaneous. Neither this Guaranty Agreement not any term hereof
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. All the terms of this
Guaranty Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, representatives, successors and assigns, and
in particular shall be enforceable by any holder or holders from time to time of
the Indebtedness of any part thereof. Xxxxxxxxx agrees and consents that Obligee
shall have the right to assign or transfer this Guaranty Agreement or any of
Obligee's rights or powers hereunder to any other person, firm or corporation
and such assignment shall not affect the liability of Guarantor hereunder. The
books and records of Obligee showing the account between Obligee and Obligor
shall be admissible in evidence in any action or proceeding, shall be binding
upon Guarantor for the purpose of establishing the items therein set forth, and
shall constitute prima facie proof thereof. In the event that there shall be
more than one Guarantor, the obligations of each Guarantor shall be both joint
and several.
Guarantor agrees to all the provisions set forth above. This
agreement is executed pursuant to due authorization.
GUARANTOR ACKNOWLEDGES RECEIPT OF A SIGNED TRUE COPY OF THIS
AGREEMENT.
Accepted on September 22, 1995 Date June 23, 1995
Xxxxxxx X. Xxxxxxxxx
------------------------ (Guarantor)
CHARTER FINANCIAL, INC. (Obligee) (Name of Individual)
By: /s/ By: /s/
----------------------------- ------------------------------
Its Vice President
---------------------------------
(Title of Officer)
Attest: /s/ Xxxxxxx X. Xxxxx
-----------------------[Seal]
Notary Public
XXXXXXX X. XXXXX
NOTARY PUBLIC, State of New York
No. 00-0000000
Qualified in Nassau County
Commission Expires July 31, 1996
DELIVERY RECEIPT AND ACCEPTANCE CERTIFICATE
-------------------------------------------
RE: LEASE OF PERSONAL PROPERTY NO. 2380 DATED June 23, 1995 BY AND BETWEEN
CHARTER FINANCIAL, INC., AS LESSOR, AND SMA VIDEO, INC, AS LESSEE
The undersigned hereby represent and warrant:
1. It received possession of all of the personal property described on
Schedule "A" attached hereto on September 22, 1995.
2. All of the personal property described on the attached Schedule "A" is in
good condition and has been accepted by the undersigned.
3. The Lessor named above has performed and satisfied all covenants and
conditions to be performed and satisfied by it on or prior to the date
hereof under the above-referenced Lease of Personal Property between the
undersigned and said Xxxxxx.
4. As of the date hereof, there has occurred no Event of Default as defined
in the aforesaid Lease of Personal Property or any event with which the
giving of notice or lapse of time, or both, would constitute an Event of
Default.
5. The undersigned has no claim or defense whatsoever against or with respect
to the Lessor named above or otherwise arising under or relating to the
aforesaid Lease of Personal Property.
6. The payments due under said Lease of Personal Property are $18,165.00 per
month for sixty 60) months commencing on November 1, 1995.
The undersigned has been advised that the Lessor named above may assign the
aforesaid Lease of Personal Property, for value, and makes the foregoing
representations and warranties in order to induce the Assignee to accept such
assignment, and agree that such Assignee may rely upon the aforesaid
representations and warranties and that notwithstanding any event or
circumstances whatsoever, the undersigned shall pay and perform all liabilities
and obligations arising under or relating to the aforesaid Lease of Personal
Property in accordance with its terms.
SMA VIDEO, INC.
By: /s/
-------------------------------
Title: VP/Engingeering
Date: September 22, 1995
RMC:s-11d-sma-video.d&a
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A"
--------------------------------------------------------------------------------
QTY. MODEL# DESCRIPTION
---- ------ -----------
1 Xxxxxxx Xxxxx
1 8000 Avid Media Composer
1 AVS Xxxxx Standard Converter
SMA VIDEO, INC.
By: ______________________
RMC:x-00x-xx-xxxxx.xx
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
PURCHASE OPTION AGREEMENT
WHEREAS, Charter Financial, Inc. ("Charter"), as Lessor and SMA Video,
Inc. as Lessee ("Lessee") are parties to a certain Lease of Personal Property
(the "Lease"), dated June 23, 1995, affecting the equipment (the "Equipment")
described therein; and
WHEREAS, the parties hereto desire to confirm their understanding
pursuant to which the Lessee may acquire title to the Equipment upon expiration
of the Lease.
NOW, THEREFORE, the parties hereto agree as follows:
1. Provided that the Lessee shall so request Charter in writing not less
than ninety (90) days prior to the expiration of the Lease, and further
provided, that the Lessee shall then be in compliance with all the terms and
provisions of the Lease and shall continue to comply with all the terms and
provisions of the Lease thereafter until the expiration of the Lease, Charter
agrees to sell, assign, transfer and convey the Equipment to the Lessee upon the
expiration of the Lease for and in consideration of an amount equal to $ 1.00 to
be paid in good funds to Charter prior to expiration of the Lease.
2. The Equipment shall be sold to the Lessee and the Lessee shall take
possession of the Equipment "as is" and "where is." Such sale by Charter shall
be without representation or warranty, express or implied, and shall expressly
exclude any warranty as to fitness, condition or merchantability of the
Equipment except that Charter shall warrant that its title to the Equipment is
free and clear of any liens or encumbrances created by, through or under it.
Such Equipment shall be conveyed subject to all liens and encumbrances which may
arise by, through or under the Lessee.
3. All taxes attributable to the transaction herein contemplated shall
be borne exclusively by the Lessee.
4. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
(LESSEE) (LESSOR)
SMA VIDEO, INC. CHARTER FINANCIAL, INC.
By: /s/ By: /s/
--------------------------- --------------------------
(Authorized Signature) (Authorized Signature)
Title: President Title: Vice President
Dated: June 23, 1995 Dated: September 22, 1995
RMC:s-1dd-sma-video.po
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A"
--------------------------------------------------------------------------------
QTY. MODEL# DESCRIPTION
---- ------ -----------
1 Xxxxxxx Xxxxx
1 8000 Avid Media Composer
1 AVS Xxxxx Standard Converter
SMA VIDEO, INC.
By: /s/
----------------------
RMC:x-00x-xx-xxxxx.xx
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
GUARANTY AGREEMENT
Name and address of Guarantor: Xxxxx X. Xxxxx
: 000 Xxxx 00xx Xxxxxx, Xxx. 000-X
: Xxx Xxxx, XX 00000
: Social Security ####-##-####
RECITALS
A. Pursuant to the terms of the equipment leases, purchase money
security agreements and/or other agreements (collectively, the "Agreements")
presently existing between Charter Financial, Inc., 000 X. 00xx Xxxxxx 00xx
Xxxxx, Xxx Xxxx, XX 00000 ("Obligee") and SMA Video, Inc., 000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, XX 00000 ("Obligor"). Obligor has incurred indebtedness to
Obligee as more fully set forth in the Agreements.
B. Obligee has required, as a condition of entering into the Agreements,
that the payment and performance of all indebtedness and obligations of Obligor
to Obligee of every kind and description, direct or indirect, primary or
secondary, absolute or contingent or due or to become due, whether by
acceleration or otherwise, and any and all renewals, modifications, supplements,
amendments and extensions of the foregoing, whether now or thereafter arising
under the Agreements, or any other present or future agreement, document or
instrument now or hereafter executed and delivered by Obligor to Obligee or any
assignee of Obligee, including, without limitation any equipment leases,
purchase money security agreements, loans, chattel mortgage loans, real estate
loans, advances, payments, extensions of credit, benefits or financial
accommodations whether or not arising under or in connection with the
Agreements, or by operation of law, whether or not evidenced by writing, or
otherwise arising (all of such indebtedness and obligations being hereinafter
referred to as the "Indebtedness"), be guaranteed by Guarantor.
TERMS AND CONDITIONS
1. Guaranty of Payment. In order to induce Obligee to enter into the
Agreements and in consideration of $ 10.00 and other good and valuable
consideration paid by Obligee to Guarantor, receipt of which is hereby
acknowledged, Guarantor hereby unconditionally guarantees to Obligee (a) the due
and punctual payment of the Indebtedness, when and as the same shall become due
and payable whether at maturity or by required prepayment, notice of optional
prepayment, acceleration or otherwise and (b) the due and punctual performance
of all other obligations arising under or relating to the Indebtedness. Such
guaranty is an absolute, unconditional, continuing guaranty of payment and not
of collectibility, and is in no way conditioned or contingent upon any attempt
to collect from Obligor or from any other person, firm or corporation obligated
with respect to, or any guarantor of, the Indebtedness or upon any other
condition or contingency. In case Obligor shall fail to pay punctually any of
the Indebtedness, or any premium or interest thereon, when and as the same shall
become due and payable, Guarantor will upon demand immediately pay the same to
Obligee.
2. Costs and Expenses. Guarantor will pay all costs and expenses
incurred by or on behalf of Obligee (including, without limitation, reasonable
attorneys' fees and expenses) in enforcing the obligations of Guarantor
hereunder, and the obligations of Obligor with respect to the Indebtedness.
3. Obligations of Guarantor Not Affected. The obligations of Guarantor
shall remain in full force and effect without regard to and shall not be
affected or impaired in any respect by: (a) any assignment, transfer, amendment,
modification, rescission or cancellation of or addition or supplement to the
Agreements or any other agreement or guaranty in respect of the Indebtedness or
collateral held for the Indebtedness; (b) the validity, illegality or
unenforceability of the Agreements or any other agreement or guaranty in respect
of the Indebtedness or collateral held for the Indebtedness; (c) any exercise,
non-exercise, waiver, release or cancellation by Obligee of any right, remedy,
power or privilege under or in respect of the Agreements or any other agreement
or guaranty in respect of the Indebtedness or collateral held for the
Indebtedness, including, without limitation, the taking, release, discharge,
exchange, surrender or disposition of collateral held for the Indebtedness; (d)
any consent, extension, indulgence, or other action, inaction or omission under
or in respect of the Agreements or any other agreement of guaranty in respect of
the Indebtedness or collateral held for the Indebtedness; (e) the death of
Guarantor; (f) any purported termination by Guarantor of this Guaranty Agreement
not expressly permitted hereby; or (g) any other cause or circumstance
whatsoever, including, without limitation, any other act, thing, omission or
delay which would or might in any manner or to any extent vary the risk of
Guarantor or which would or might otherwise operate as a discharge of Guarantor
as a matter of law; whether or not Guarantor shall have notice or knowledge of
any of the foregoing. This Guaranty Agreement shall remain in full force and
effect and shall not be terminable except with the prior written consent of
Obligee or so long as any agreement or arrangement between Obligee and Obligor
or any renewals, continuations, modifications, supplements and amendments
thereof shall remain in force and effect. Thereafter this instrument shall
continue in full force and effect until terminated by the actual receipt by
Obligee by registered or certified mail of notice of termination from Guarantor
or from the legal representative of any deceased Guarantor; such termination
shall be applicable only to transactions having their inception thereafter, and
rights and obligations arising out of transactions having their inception prior
to such termination shall not be affected.
4. Waivers. The following are unconditionally waived by Guarantor (a)
notice of any of the matters referred to in Section 3, (b) all notices which may
be required by statute, rule or law or otherwise to preserve any rights of
Obligee against Obligor or Guarantor, including, without limitation, notice of
presentment and protest to, and demand and payment from, Obligor or Guarantor
(c) any right to the enforcement, assertion, exercise or non-exercise by Obligee
of any right, power or remedy conferred in the Agreement or any other agreement
whatsoever, (d) any right of subrogation, reimbursement or indemnity, and any
right of recourse to or with respect to any assets or property of Obligor or to
any collateral for any In indebtedness, unless and until Obligee shall have
received and retained full payment of all of the Indebtedness, and (e) any
requirement of diligence on the part of Obligee.
5. Security, All sums at any time to the credit of Guarantor and any
property of Guarantor at any time in Obligee's possession shall be deemed held
by Obligee as security for any and all of Guarantor's obligations to Obligee and
to any company or companies which may now or at any time be Obligee's parent,
subsidiary or affiliate, no matter how or when arising and whether under this or
any other instruments, agreement or otherwise. Upon the nonpayment of any
obligation of Obligor to Obligee, full power and authority are hereby given
Obligee to sell, assign, and deliver the whole or any of the property of
Guarantor which Obligee holds as security, at any broker's board, or at public
or private sale (at the option of Obligee) either for cash or on credit or for
future delivery, without assumption of any credit risk, and without demand,
advertisement or notice of any kind, all of which are hereby expressly waived.
No delay on the part of Obligee in exercising any power of sale or any other
rights or options hereunder, and no notice or demand, which may be given to or
made upon Guarantor by Obligee with respect to any power of sale or other right
or option hereunder, shall constitute a waiver thereof, or limit or impair
Obligee's right to take any action or to exercise any power of sale or any other
rights hereunder, without notice or demand, or prejudice Obligee's rights as
against Guarantor in any respect. At any sale hereunder, Obligee may purchase
the whole or any part of the property sold, free from any right of redemption on
the part of Guarantor, all such rights being also hereby waived and released. In
the event of any sale or other disposition of any of the property aforesaid,
after deducting ail costs or expenses of every kind for care, safekeeping,
collection, sale, delivery or otherwise, Obligee shall, after applying the
balance of the proceeds of the sale or other disposition to the payment or
reduction (in whole or in part) of the principal or interest (at the option of
Obligee) then owing on the obligations of Obligor, and after making proper
allowance for interest on obligations of Obligor not then due, return any excess
to Guarantor, all without prejudice to the rights of Obligee as against
Guarantor with respect to any and all amounts which may then be or remain unpaid
on any obligations of Obligor.
6. Subordination. Any and all rights of Guarantor to the payment or
performance of any and all present and future indebtedness or other obligations
of Obligor to Guarantor shall be subordinate and subject to the rights of
Obligee to the full payment of the Indebtedness and all of the Indebtedness
shall be paid in full and shall be retained by Obligee before any payment of
such indebtedness from Obligor to Guarantor shall be made. In the event that any
payment or distribution shall be received by Guarantor contrary to the
provisions of the preceding sentence, whether in connection with any insolvency,
bankruptcy, liquidation, reorganization, arrangement, readjustment, composition,
dissolution or other similar proceeding involving Obligor, or otherwise, such
payment or distribution shall be held in trust by Guarantor and shall be
promptly paid over to Obligee for application to the Indebtedness.
7. Bankruptcy or Insolvency. Guarantor agrees that if Obligor or
Guarantor should at any time become insolvent or make a general assignment for
the benefit of its creditor, or if a petition in bankruptcy or any insolvency,
liquidation, reorganization, arrangement, readjustment, composition, dissolution
or other similar proceeding shall be filed or commenced by, against or in
respect of Obligor or Guarantor, or if an order for relief shall be entered in
respect of Obligor or Guarantor in any case under the Bankruptcy Code, the
obligations of Guarantor hereunder shall remain in full force and effect; and
any and all obligations of Obligor and Guarantor to Obligee shall, at the option
of Obligee, forthwith become due and payable without notice.
8. Notices. All notices and other communications hereunder shall be in
writing and shall be delivered or mailed by certified or registered mail, return
receipt requested, addressed to the respective addresses of the parties hereto
designated above in this Guaranty Agreement, or addressed to any such party at
such other address such party shall hereafter have furnished to the other party
in writing.
9. Consent to Jurisdiction; Waiver of Jury Trial. Guarantor hereby
irrevocably consents to the jurisdiction of the courts of the State of New York
and of any federal court located in such state in connection with any action or
proceeding arising out of or relating to this Guaranty Agreement. Any such
action or proceeding will be maintained in the United States District Court for
the Southern District of New York or in any court of the State of New York
located in the County of New York and Guarantor waives any objections based upon
venue or forum non conveniens in connection with any such action or proceeding.
Guarantor consents that process in any such action or proceeding may be served
upon it by registered mail directed to Guarantor at its address set forth at the
head of the Guaranty Agreement or in any other manner permitted by applicable
law or rules of court. Guarantor hereby irrevocably appoints the Secretary of
State of the State of New York as its agent to receive service of process in any
such action or proceeding. GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY
WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING COMMENCED BY OBLIGEE, OBLIGOR,
GUARANTOR OR OTHERWISE IN CONNECTION WITH THIS GUARANTY AGREEMENT OR ANY OF THE
AGREEMENTS. THIS WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES WITH
FULL COGNIZANCE AND UNDERSTANDING OF THEIR RIGHTS.
10. Law of New York. This Guaranty Agreement shall in all respects be
governed by and construed in accordance with the internal laws of the State of
New York, without reference to principles of conflict of laws.
11. Miscellaneous. Neither this Guaranty Agreement not any term hereof
maybe changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. All the terms of this
Guaranty Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, representatives, successors and assigns, and
in particular shall be enforceable by any holder or holders from time to time of
the Indebtedness of any part thereof. Xxxxxxxxx agrees and consents that Obligee
shall have the right to assign or transfer this Guaranty Agreement or any of
Obligee's rights or powers hereunder to any other person, firm or corporation
and such assignment shall not affect the liability of Guarantor hereunder. The
books and records of Obligee showing the account between Obligee and Obligor
shall be admissible in evidence in any action or proceeding, shall be binding
upon Guarantor for the purpose of establishing the items therein set forth, and
shall constitute prima facie proof thereof. In the event that there shall be
more than one Guarantor, the obligations of each Guarantor shall be both joint
and several.
Guarantor agrees to all the provisions set forth above. This
agreement is executed pursuant to due authorization.
GUARANTOR ACKNOWLEDGES RECEIPT OF A SIGNED TRUE COPY OF THIS
AGREEMENT.
Accepted on September 22, 1995 Date June 23, 1995
Xxxxx X. Xxxxx
-------------------------- Guarantor
CHARTER FINANCIAL, INC. (Obligee) (Name of Individual)
By: /s/ (illegible) By: /s/ (illegible)
----------------------------- -----------------------------
Its Vice President
---------------------------------
(Title of Officer)
Attest: /s/ Xxxxxxx X. Xxxxx
-----------------------[Seal]
Notary Public
XXXXXXX X. XXXXX
NOTARY PUBLIC, State of New York
No. 00-0000000
Qualified in Nassau County
Commission Expires July 31, 1996
GUARANTY AGREEMENT
Name and address of Guarantor: SMA Visual Effects Corp.
: 000 Xxxxxx xx xxx Xxxxxxxx
: Xxx Xxxx, XX 00000
: Federal I.D. #00-0000000
RECITALS
A. Pursuant to the terms of the equipment leases, purchase money
security agreements and/or other agreements (collectively, the "Agreements")
presently existing between Charter Financial, Inc., 000 X. 00xx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, XX 00000 (collectively, "Obligee") and SMA Video, Inc., 000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 ("Obligor"). Obligor has incurred
indebtedness to Obligee as more fully set forth in the Agreements.
B. Obligee has required, as a condition of entering into the Agreements,
that the payment and performance of all indebtedness and obligations of Obligor
to Obligee of every kind and description, direct or indirect, primary or
secondary, absolute or contingent or due or to become due, whether by
acceleration or otherwise, and any and all renewals, modifications, supplements,
amendments and extensions of the foregoing, whether now or thereafter arising
under the Agreements, or any other present or future agreement, document or
instrument now or hereafter executed and delivered by Obligor to Obligee or any
assignee of Obligee, including, without limitation any equipment leases,
purchase money security agreements, loans, chattel mortgage loans, real estate
loans, advances, payments, extensions of credit, benefits or financial
accommodations whether or not arising under or in connection with the
Agreements, or by operation of law, whether or not evidenced by writing, or
otherwise arising (all of such indebtedness and obligations being hereinafter
referred to as the "Indebtedness"), be guaranteed by Guarantor.
TERMS AND CONDITIONS
1. Guaranty of Payment. In order to induce Obligee to enter into the
Agreements and in consideration of $10.00 and other good and valuable
consideration paid by Obligee to Guarantor, receipt of which is hereby
acknowledged, Guarantor hereby unconditionally guarantees to Obligee (a) the due
and punctual payment of the Indebtedness, when and as the same shall become due
and payable whether at maturity or by required prepayment, notice of optional
prepayment, acceleration or otherwise and (b) the due and punctual performance
of all other obligations arising under or relating to the Indebtedness. Such
guaranty is an absolute, unconditional, continuing guaranty of payment and not
of collectibility, and is in no way conditioned or contingent upon any attempt
to collect from Obligor or from any other person, firm or corporation obligated
with respect to, or any guarantor of, the Indebtedness or upon any other
condition or contingency. In case Obligor shall fail to pay punctually any of
the Indebtedness, or any premium or interest thereon, when and as the same shall
become due and payable, Guarantor will upon demand immediately pay the same to
Obligee.
2. Costs and Expenses. Guarantor will pay all costs and expenses
incurred by or on behalf of Obligee (including, without limitation, reasonable
attorneys' fees and expenses) in enforcing the obligations of Guarantor
hereunder, and the obligations of Obligor with respect to the Indebtedness.
3. Obligations of Guarantor Not Affected. The obligations of Guarantor
shall remain in full force and effect without regard to and shall not be
affected or impaired in any respect by: (a) any assignment, transfer, amendment,
modification, rescission or cancellation of or addition or supplement to the
Agreements or any other agreement or guaranty in respect of the Indebtedness or
collateral held for the Indebtedness; (b) the validity, illegality or
unenforceability of the Agreements or any other agreement or guaranty in respect
of the Indebtedness or collateral held for the Indebtedness; (c) any exercise,
non-exercise, waiver, release or cancellation by Obligee of any right, remedy,
power or privilege under or in respect of the Agreements or any other agreement
or guaranty in respect of the Indebtedness or collateral held for the
Indebtedness, including, without limitation, the taking, release, discharge,
exchange, surrender or disposition of collateral held for the Indebtedness; (d)
any consent, extension, indulgence, or other action, inaction or omission under
or in respect of the Agreements or any other agreement of guaranty in respect of
the Indebtedness or collateral held for the Indebtedness; (e) the death of
Guarantor; (f) any purported termination by Guarantor of this Guaranty Agreement
not expressly permitted hereby; or (g) any other cause or circumstance
whatsoever, including, without limitation, any other act, thing, omission or
delay which would or might in any manner or to any extent vary the risk of
Guarantor or which would or might otherwise operate as a discharge of Guarantor
as a matter of law; whether or not Guarantor shall have notice or knowledge of
any of the foregoing. This Guaranty Agreement shall remain in full force and
effect and shall not be terminable except with the prior written consent of
Obligee or so long as any agreement or arrangement between Obligee and Obligor
or any renewals, continuations, modifications, supplements and amendments
thereof shall remain in force and effect. Thereafter this instrument shall
continue in full force and effect until terminated by the actual receipt by
Obligee by registered or certified mail of notice of termination from Guarantor
or from the legal representative of any deceased Guarantor; such termination
shall be applicable only to transactions having their inception thereafter, and
rights and obligations arising out of transactions having their inception prior
to such termination shall not be affected.
4. Waivers. The following are unconditionally waived by Guarantor: (a)
notice of any of the matters referred to in Section 3, (b) all notices which may
be required by statute, rule or law or otherwise to preserve any rights of
Obligee against Obligor or Guarantor, including, without limitation, notice of
presentment and protest to, and demand and payment from, Obligor or Guarantor
(c) any right to the enforcement, assertion, exercise or non-exercise by Obligee
of any right, power or remedy conferred in the Agreement or any other agreement
whatsoever, (d) any right of subrogation, reimbursement or indemnity, and any
right of recourse to or with respect to any assets or property of Obligor or to
any collateral for any Indebtedness, unless and until Obligee shall have
received and retained full payment of all of the Indebtedness, and (e) any
requirement of diligence on the part of Obligee.
5. Security, All sums at any time to the credit of Guarantor and any
property of Guarantor at any time in Obligee's possession shall be deemed held
by Obligee as security for any and all of Guarantor's obligations to Obligee and
to any company or companies which may now or at any time be Obligee's parent,
subsidiary or affiliate, no matter how or when arising and whether under this or
any other instruments, agreement or otherwise. Upon the nonpayment of any
obligation of Obligor to Obligee, full power and authority are hereby given
Obligee to sell, assign, and deliver the whole or any of the property of
Guarantor which Obligee holds as security, at any broker's board, or at public
or private sale (at the option of Obligee) either for cash or on credit or for
future delivery, without assumption of any credit risk, and without demand,
advertisement or notice of any kind, all of which are hereby expressly waived.
No delay on the part of Obligee in exercising any power of sale or any other
rights or options hereunder, and no notice or demand, which may be given to or
made upon Guarantor by Obligee with respect to any power of sale or other right
or option hereunder, shall constitute a waiver thereof, or limit or impair
Obligee's right to take any action or to exercise any power of sale or any other
rights hereunder, without notice or demand, or prejudice Obligee's rights as
against Guarantor in any respect. At any sale hereunder, Obligee may purchase
the whole or any part of the property sold, free from any right of redemption on
the part of Guarantor, all such rights being also hereby waived and released. In
the event of any sale or other disposition of any of the property aforesaid,
after deducting all costs or expenses of every kind for care, safekeeping,
collection, sale, delivery or otherwise, Obligee shall, after applying the
balance of the proceeds of the sale or other disposition to the payment or
reduction (in whole or in part) of the principal or interest (at the option of
Obligee) then owing on the obligations of Obligor, and after making proper
allowance for interest on obligations of Obligor not then due, return any excess
to Guarantor, all without prejudice to the rights of Obligee as against
Guarantor with respect to any and all amounts which may then be or remain unpaid
on any obligations of Obligor.
6. Subordination. Any and all rights of Guarantor to the payment or
performance of any and all present and future indebtedness or other obligations
of Obligor to Guarantor shall be subordinate and subject to the rights of
Obligee to the full payment of the Indebtedness and all of the Indebtedness
shall be paid in full and shall be retained by Obligee before any payment of
such indebtedness from Obligor to Guarantor shall be made. In the event that any
payment or distribution shall be received by Guarantor contrary to the
provisions of the preceding sentence, whether in connection with any insolvency,
bankruptcy, liquidation, reorganization, arrangement, readjustment, composition,
dissolution or other similar proceeding involving Obligor, or otherwise, such
payment or distribution shall be held in trust by Guarantor and shall be
promptly paid over to Obligee for application to the Indebtedness.
7. Bankruptcy or Insolvency. Guarantor agrees that if Obligor or
Guarantor should at any time become insolvent or make a general assignment for
the benefit of its creditor, or if a petition in bankruptcy or any insolvency,
liquidation, reorganization, arrangement, readjustment, composition, dissolution
or other similar proceeding shall be filed or commenced by, against or in
respect of Obligor or Guarantor, or if an order for relief shall be entered in
respect of Obligor or Guarantor in any case under the Bankruptcy Code, the
obligations of Guarantor hereunder shall remain in full force and effect; and
any and all obligations of Obligor and Guarantor to Obligee shall, at the option
of Obligee, forthwith become due and payable without notice.
8. Notices. All notices and other communications hereunder shall be in
writing and shall be delivered or mailed by certified or registered mail, return
receipt requested, addressed to the respective addresses of the parties hereto
designated above in this Guaranty Agreement, or addressed to any such party at
such other address such party shall hereafter have furnished to the other party
in writing.
9. Consent to Jurisdiction; Waiver of Jury Trial. Guarantor hereby
irrevocably consents to the jurisdiction of the courts of the State of New York
and of any federal court located in such state in connection with any action or
proceeding arising out of or relating to this Guaranty Agreement. Any such
action or proceeding will be maintained in the United States District Court for
the Southern District of New York or in any court of the State of New York
located in the County of New York and Guarantor waives any objections based upon
venue or forum non conveniens in connection with any such action or proceeding.
Guarantor consents that process in any such action or proceeding may be served
upon it by registered mail directed to Guarantor at its address set forth at the
head of the Guaranty Agreement or in any other manner permitted by applicable
law or rules of court. Guarantor hereby irrevocably appoints the Secretary of
State of the State of New York as its agent to receive service of process in any
such action or proceeding. GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY
WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING COMMENCED BY OBLIGEE, OBLIGOR,
GUARANTOR OR OTHERWISE IN CONNECTION WITH THIS GUARANTY AGREEMENT OR ANY OF THE
AGREEMENTS. THIS WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES WITH
FULL COGNIZANCE AND UNDERSTANDING OF THEIR RIGHTS.
10. Law of New York. This Guaranty Agreement shall in all respects be
governed by and construed in accordance with the internal laws of the State of
New York, without reference to principles of conflict of laws.
11. Miscellaneous. Neither this Guaranty Agreement not any term hereof
maybe changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. All the terms of this
Guaranty Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, representatives, successors and assigns, and
in particular shall be enforceable by any holder or holders from time to time of
the Indebtedness of any part thereof. Xxxxxxxxx agrees and consents that Obligee
shall have the right to assign or transfer this Guaranty Agreement or any of
Obligee's rights or powers hereunder to any other person, firm or corporation
and such assignment shall not affect the liability of Guarantor hereunder. The
books and records of Obligee showing the account between Obligee and Obligor
shall be admissible in evidence in any action or proceeding, shall be binding
upon Guarantor for the purpose of establishing the items therein set forth, and
shall constitute prima facie proof thereof. In the event that there shall be
more than one Guarantor, the obligations of each Guarantor shall be both joint
and several.
Guarantor agrees to all the provisions set forth above. This
agreement is executed pursuant to due authorization.
GUARANTOR ACKNOWLEDGES RECEIPT OF A SIGNED TRUE COPY OF THIS
AGREEMENT.
Accepted on September 22, 1995 Date June 23, 1995
SMA VISUAL EFFECTS CORP.
-------------------------- Guarantor
CHARTER FINANCIAL, INC. (Obligee) (Name of Corporation)
By: /s/ (illegible) By: /s/ (illegible)
----------------------------- --------------------------------
Its Vice President Its President
----------------------------- ---------------------------------
(Title of Officer) (If Corporation, President or Vice
President should sign and give
official title; if Partnership,
state partner)
Attest: /s/ (illegible)
------------------------------[Seal]
Secretary
GUARANTY AGREEMENT
Name and address of Guarantor: SMA Reel Time, Inc.
: 000 Xxxxxx xx xxx Xxxxxxxx
: Xxx Xxxx, XX 00000
: Federal I.D. #00-0000000
RECITALS
A. Pursuant to the terms of the equipment leases, purchase money
security agreements and/or other agreements (collectively, the "Agreements")
presently existing between Charter Financial, Inc., 000 X. 00xx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, XX 00000 ("Obligee") and SMA Video, Inc., 000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, XX 00000 ("Obligor"). Obligor has incurred indebtedness to
Obligee as more fully set forth in the Agreements.
B. Obligee has required, as a condition of entering into the Agreements,
that the payment and performance of all indebtedness and obligations of Obligor
to Obligee of every kind and description, direct or indirect, primary or
secondary, absolute or contingent or due or to become due, whether by
acceleration or otherwise, and any and all renewals, modifications, supplements,
amendments and extensions of the foregoing, whether now or thereafter arising
under the Agreements, or any other present or future agreement, document or
instrument now or hereafter executed and delivered by Obligor to Obligee or any
assignee of Obligee, including, without limitation any equipment leases,
purchase money security agreements, loans, chattel mortgage loans, real estate
loans, advances, payments, extensions of credit, benefits or financial
accommodations whether or not arising under or in connection with the
Agreements, or by operation of law, whether or not evidenced by writing, or
otherwise arising (all of such indebtedness and obligations being hereinafter
referred to as the "Indebtedness"), be guaranteed by Guarantor.
TERMS AND CONDITIONS
1. Guaranty of Payment. In order to induce Obligee to enter into the
Agreements and in consideration of $10.00 and other good and valuable
consideration paid by Obligee to Guarantor, receipt of which is hereby
acknowledged, Guarantor hereby unconditionally guarantees to Obligee (a) the due
and punctual payment of the Indebtedness, when and as the same shall become due
and payable whether at maturity or by required prepayment, notice of optional
prepayment, acceleration or otherwise and (b) the due and punctual performance
of all other obligations arising under or relating to the Indebtedness. Such
guaranty is an absolute, unconditional, continuing guaranty of payment and not
of collectibility, and is in no way conditioned or contingent upon any attempt
to collect from Obligor or from any other person, firm or corporation obligated
with respect to, or any guarantor of, the Indebtedness or upon any other
condition or contingency. In case Obligor shall fail to pay punctually any of
the Indebtedness, or any premium or interest thereon, when and as the same shall
become due and payable, Guarantor will upon demand immediately pay the same to
Obligee.
2. Costs and Expenses. Guarantor will pay all costs and expenses
incurred by or on behalf of Obligee (including, without limitation, reasonable
attorneys' fees and expenses) in enforcing the obligations of Guarantor
hereunder, and the obligations of Obligor with respect to the Indebtedness.
3. Obligations of Guarantor Not Affected. The obligations of Guarantor
shall remain in full force and effect without regard to and shall not be
affected or impaired in any respect by: (a) any assignment, transfer, amendment,
modification, rescission or cancellation of or addition or supplement to the
Agreements or any other agreement or guaranty in respect of the Indebtedness or
collateral held for the Indebtedness; (b) the validity, illegality or
unenforceability of the Agreements or any other agreement or guaranty in respect
of the Indebtedness or collateral held for the Indebtedness; (c) any exercise,
non-exercise, waiver, release or cancellation by Obligee of any right, remedy,
power or privilege under or in respect of the Agreements or any other agreement
or guaranty in respect of the Indebtedness or collateral held for the
Indebtedness, including, without limitation, the taking, release, discharge,
exchange, surrender or disposition of collateral held for the Indebtedness; (d)
any consent, extension, indulgence, or other action, inaction or omission under
or in respect of the Agreements or any other agreement of guaranty in respect of
the Indebtedness or collateral held for the Indebtedness; (e) the death of
Guarantor; (f) any purported termination by Guarantor of this Guaranty Agreement
not expressly permitted hereby; or (g) any other cause or circumstance
whatsoever, including, without limitation, any other act, thing, omission or
delay which would or might in any manner or to any extent vary the risk of
Guarantor or which would or might otherwise operate as a discharge of Guarantor
as a matter of law; whether or not Guarantor shall have notice or knowledge of
any of the foregoing. This Guaranty Agreement shall remain in full force and
effect and shall not be terminable except with the prior written consent of
Obligee or so long as any agreement or arrangement between Obligee and Obligor
or any renewals, continuations, modifications, supplements and amendments
thereof shall remain in force and effect. Thereafter this instrument shall
continue in full force and effect until terminated by the actual receipt by
Obligee by registered or certified mail of notice of termination from Guarantor
or from the legal representative of any deceased Guarantor; such termination
shall be applicable only to transactions having their inception thereafter, and
rights and obligations arising out of transactions having their inception prior
to such termination shall not be affected.
4. Waivers. The following are unconditionally waived by Guarantor: (a)
notice of any of the matters referred to in Section 3, (b) all notices which may
be required by statute, rule or law or otherwise to preserve any rights of
Obligee against Obligor or Guarantor, including, without limitation, notice of
presentment and protest to, and demand and payment from, Obligor or Guarantor
(c) any right to the enforcement, assertion, exercise or non-exercise by Obligee
of any right, power or remedy conferred in the Agreement or any other agreement
whatsoever, (d) any right of subrogation, reimbursement or indemnity, and any
right of recourse to or with respect to any assets or property of Obligor or to
any collateral for any Indebtedness, unless and until Obligee shall have
received and retained full payment of all of the Indebtedness, and (e) any
requirement of diligence on the part of Obligee.
5. Security, All sums at any time to the credit of Guarantor and any
property of Guarantor at any time in Obligee's possession shall be deemed held
by Obligee as security for any and all of Guarantor's obligations to Obligee and
to any company or companies which may now or at any time be Obligee's parent,
subsidiary or affiliate, no matter how or when arising and whether under this or
any other instruments, agreement or otherwise. Upon the nonpayment of any
obligation of Obligor to Obligee, full power and authority are hereby given
Obligee to sell, assign, and deliver the whole or any of the property of
Guarantor which Obligee holds as security, at any broker's board, or at public
or private sale (at the option of Obligee) either for cash or on credit or for
future delivery, without assumption of any credit risk, and without demand,
advertisement or notice of any kind, all of which are hereby expressly waived.
No delay on the part of Obligee in exercising any power of sale or any other
rights or options hereunder, and no notice or demand, which may be given to or
made upon Guarantor by Obligee with respect to any power of sale or other right
or option hereunder, shall constitute a waiver thereof, or limit or impair
Obligee's right to take any action or to exercise any power of sale or any other
rights hereunder, without notice or demand, or prejudice Obligee's rights as
against Guarantor in any respect. At any sale hereunder, Obligee may purchase
the whole or any part of the property sold, free from any right of redemption on
the part of Guarantor, all such rights being also hereby waived and released. In
the event of any sale or other disposition of any of the property aforesaid,
after deducting all costs or expenses of every kind for care, safekeeping,
collection, sale, delivery or otherwise, Obligee shall, after applying the
balance of the proceeds of the sale or other disposition to the payment or
reduction (in whole or in part) of the principal or interest (at the option of
Obligee) then owing on the obligations of Obligor, and after making proper
allowance for interest on obligations of Obligor not then due, return any excess
to Guarantor, all without prejudice to the rights of Obligee as against
Guarantor with respect to any and all amounts which may then be or remain unpaid
on any obligations of Obligor.
6. Subordination. Any and all rights of Guarantor to the payment or
performance of any and all present and future indebtedness or other obligations
of Obligor to Guarantor shall be subordinate and subject to the rights of
Obligee to the full payment of the Indebtedness and all of the Indebtedness
shall be paid in full and shall be retained by Obligee before any payment of
such indebtedness from Obligor to Guarantor shall be made. In the event that any
payment or distribution shall be received by Guarantor contrary to the
provisions of the preceding sentence, whether in connection with any insolvency,
bankruptcy, liquidation, reorganization, arrangement, readjustment, composition,
dissolution or other similar proceeding involving Obligor, or otherwise, such
payment or distribution shall be held in trust by Guarantor and shall be
promptly paid over to Obligee for application to the Indebtedness.
7. Bankruptcy or Insolvency. Guarantor agrees that if Obligor or
Guarantor should at any time become insolvent or make a general assignment for
the benefit of its creditor, or if a petition in bankruptcy or any insolvency,
liquidation, reorganization, arrangement, readjustment, composition, dissolution
or other similar proceeding shall be filed or commenced by, against or in
respect of Obligor or Guarantor, or if an order for relief shall be entered in
respect of Obligor or Guarantor in any case under the Bankruptcy Code, the
obligations of Guarantor hereunder shall remain in full force and effect; and
any and all obligations of Obligor and Guarantor to Obligee shall, at the option
of Obligee, forthwith become due and payable without notice.
8. Notices. All notices and other communications hereunder shall be in
writing and shall be delivered or mailed by certified or registered mail, return
receipt requested, addressed to the respective addresses of the parties hereto
designated above in this Guaranty Agreement, or addressed to any such party at
such other address such party shall hereafter have furnished to the other party
in writing.
9. Consent to Jurisdiction; Waiver of Jury Trial. Guarantor hereby
irrevocably consents to the jurisdiction of the courts of the State of New York
and of any federal court located in such state in connection with any action or
proceeding arising out of or relating to this Guaranty Agreement. Any such
action or proceeding will be maintained in the United States District Court for
the Southern District of New York or in any court of the State of New York
located in the County of New York and Guarantor waives any objections based upon
venue or forum non conveniens in connection with any such action or proceeding.
Guarantor consents that process in any such action or proceeding may be served
upon it by registered mail directed to Guarantor at its address set forth at the
head of the Guaranty Agreement or in any other manner permitted by applicable
law or rules of court. Guarantor hereby irrevocably appoints the Secretary of
State of the State of New York as its agent to receive service of process in any
such action or proceeding. GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY
WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING COMMENCED BY OBLIGEE, OBLIGOR,
GUARANTOR OR OTHERWISE IN CONNECTION WITH THIS GUARANTY AGREEMENT OR ANY OF THE
AGREEMENTS. THIS WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES WITH
FULL COGNIZANCE AND UNDERSTANDING OF THEIR RIGHTS.
10. Law of New York. This Guaranty Agreement shall in all respects be
governed by and construed in accordance with the internal laws of the State of
New York, without reference to principles of conflict of laws.
11. Miscellaneous. Neither this Guaranty Agreement not any term hereof
maybe changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. All the terms of this
Guaranty Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, representatives, successors and assigns, and
in particular shall be enforceable by any holder or holders from time to time of
the Indebtedness of any part thereof. Xxxxxxxxx agrees and consents that Obligee
shall have the right to assign or transfer this Guaranty Agreement or any of
Obligee's rights or powers hereunder to any other person, firm or corporation
and such assignment shall not affect the liability of Guarantor hereunder. The
books and records of Obligee showing the account between Obligee and Obligor
shall be admissible in evidence in any action or proceeding, shall be binding
upon Guarantor for the purpose of establishing the items therein set forth, and
shall constitute prima facie proof thereof. In the event that there shall be
more than one Guarantor, the obligations of each Guarantor shall be both joint
and several.
Guarantor agrees to all the provisions set forth above. This
agreement is executed pursuant to due authorization.
GUARANTOR ACKNOWLEDGES RECEIPT OF A SIGNED TRUE COPY OF THIS
AGREEMENT.
Accepted on September 22, 1995 Date June 23, 1995
SMA REEL TIME, INC.
------------------------ (Guarantor)
CHARTER FINANCIAL, INC. (Obligee) (Name of Corporation)
By: /s/ (illegible) By: /s/ (illegible)
----------------------------- --------------------------------
Its Vice President Its President
----------------------------- ---------------------------------
(Title of Officer) (If Corporation, President or Vice
President should sign and give
official title; if Partnership,
state partner)
Attest: /s/ (illegible)
------------------------------[Seal]
Secretary
GUARANTY AGREEMENT
Name and address of Guarantor: Xxxxxxx X. Xxxxxxxxx
: 000 Xxxxxx Xxxxxx, Xxx. 0
: Xxx Xxxx, XX 00000
: Social Security ####-##-####
RECITALS
A. Pursuant to the terms of the equipment leases, purchase money
security agreements and/or other agreements (collectively, the "Agreements")
presently existing between Charter Financial, Inc., 000 X. 00xx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, XX 00000 ("Obligee") and SMA Video, Inc., 000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, XX 00000 ("Obligor"). Obligor has incurred indebtedness to
Obligee as more fully set forth in the Agreements.
B. Obligee has required, as a condition of entering into the Agreements,
that the payment and performance of all indebtedness and obligations of Obligor
to Obligee of every kind and description, direct or indirect, primary or
secondary, absolute or contingent or due or to become due, whether by
acceleration or otherwise, and any and all renewals, modifications, supplements,
amendments and extensions of the foregoing, whether now or thereafter arising
under the Agreements, or any other present or future agreement, document or
instrument now or hereafter executed and delivered by Obligor to Obligee or any
assignee of Obligee, including, without limitation any equipment leases,
purchase money security agreements, loans, chattel mortgage loans, real estate
loans, advances, payments, extensions of credit, benefits or financial
accommodations whether or not arising under or in connection with the
Agreements, or by operation of law, whether or not evidenced by writing, or
otherwise arising (all of such indebtedness and obligations being hereinafter
referred to as the "Indebtedness"), be guaranteed by Guarantor.
TERMS AND CONDITIONS
1. Guaranty of Payment. In order to induce Obligee to enter into the
Agreements and in consideration of $10.00 and other good and valuable
consideration paid by Obligee to Guarantor, receipt of which is hereby
acknowledged, Guarantor hereby unconditionally guarantees to Obligee (a) the due
and punctual payment of the Indebtedness, when and as the same shall become due
and payable whether at maturity or by required prepayment, notice of optional
prepayment, acceleration or otherwise and (b) the due and punctual performance
of all other obligations arising under or relating to the Indebtedness. Such
guaranty is an absolute, unconditional, continuing guaranty of payment and not
of collectibility, and is in no way conditioned or contingent upon any attempt
to collect from Obligor or from any other person, firm or corporation obligated
with respect to, or any guarantor of, the Indebtedness or upon any other
condition or contingency. In case Obligor shall fail to pay punctually any of
the Indebtedness, or any premium or interest thereon, when and as the same shall
become due and payable, Guarantor will upon demand immediately pay the same to
Obligee.
2. Costs and Expenses. Guarantor will pay all costs and expenses
incurred by or on behalf of Obligee (including, without limitation, reasonable
attorneys' fees and expenses) in enforcing the obligations of Guarantor
hereunder, and the obligations of Obligor with respect to the Indebtedness.
3. Obligations of Guarantor Not Affected. The obligations of Guarantor
shall remain in full force and effect without regard to and shall not be
affected or impaired in any respect by: (a) any assignment, transfer, amendment,
modification, rescission or cancellation of or addition or supplement to the
Agreements or any other agreement or guaranty in respect of the Indebtedness or
collateral held for the Indebtedness; (b) the validity, illegality or
unenforceability of the Agreements or any other agreement or guaranty in respect
of the Indebtedness or collateral held for the Indebtedness; (c) any exercise,
non-exercise, waiver, release or cancellation by Obligee of any right, remedy,
power or privilege under or in respect of the Agreements or any other agreement
or guaranty in respect of the Indebtedness or collateral held for the
Indebtedness, including, without limitation, the taking, release, discharge,
exchange, surrender or disposition of collateral held for the Indebtedness; (d)
any consent, extension, indulgence, or other action, inaction or omission under
or in respect of the Agreements or any other agreement of guaranty in respect of
the Indebtedness or collateral held for the Indebtedness; (e) the death of
Guarantor; (f) any purported termination by Guarantor of this Guaranty Agreement
not expressly permitted hereby; or (g) any other cause or circumstance
whatsoever, including, without limitation, any other act, thing, omission or
delay which would or might in any manner or to any extent vary the risk of
Guarantor or which would or might otherwise operate as a discharge of Guarantor
as a matter of law; whether or not Guarantor shall have notice or knowledge of
any of the foregoing. This Guaranty Agreement shall remain in full force and
effect and shall not be terminable except with the prior written consent of
Obligee or so long as any agreement or arrangement between Obligee and Obligor
or any renewals, continuations, modifications, supplements and amendments
thereof shall remain in force and effect. Thereafter this instrument shall
continue in full force and effect until terminated by the actual receipt by
Obligee by registered or certified mail of notice of termination from Guarantor
or from the legal representative of any deceased Guarantor; such termination
shall be applicable only to transactions having their inception thereafter, and
rights and obligations arising out of transactions having their inception prior
to such termination shall not be affected.
4. Waivers. The following are unconditionally waived by Guarantor: (a)
notice of any of the matters referred to in Section 3, (b) all notices which may
be required by statute, rule or law or otherwise to preserve any rights of
Obligee against Obligor or Guarantor, including, without limitation, notice of
presentment and protest to, and demand and payment from, Obligor or Guarantor
(c) any right to the enforcement, assertion, exercise or non-exercise by Obligee
of any right, power or remedy conferred in the Agreement or any other agreement
whatsoever, (d) any right of subrogation, reimbursement or indemnity, and any
right of recourse to or with respect to any assets or property of Obligor or to
any collateral for any Indebtedness, unless and until Obligee shall have
received and retained full payment of all of the Indebtedness, and (e) any
requirement of diligence on the part of Obligee.
5. Security, All sums at any time to the credit of Guarantor and any
property of Guarantor at any time in Obligee's possession shall be deemed held
by Obligee as security for any and all of Guarantor's obligations to Obligee and
to any company or companies which may now or at any time be Obligee's parent,
subsidiary or affiliate, no matter how or when arising and whether under this or
any other instruments, agreement or otherwise. Upon the nonpayment of any
obligation of Obligor to Obligee, full power and authority are hereby given
Obligee to sell, assign, and deliver the whole or any of the property of
Guarantor which Obligee holds as security, at any broker's board, or at public
or private sale (at the option of Obligee) either for cash or on credit or for
future delivery, without assumption of any credit risk, and without demand,
advertisement or notice of any kind, all of which are hereby expressly waived.
No delay on the part of Obligee in exercising any power of sale or any other
rights or options hereunder, and no notice or demand, which may be given to or
made upon Guarantor by Obligee with respect to any power of sale or other right
or option hereunder, shall constitute a waiver thereof, or limit or impair
Obligee's right to take any action or to exercise any power of sale or any other
rights hereunder, without notice or demand, or prejudice Obligee's rights as
against Guarantor in any respect. At any sale hereunder, Obligee may purchase
the whole or any part of the property sold, free from any right of redemption on
the part of Guarantor, all such rights being also hereby waived and released. In
the event of any sale or other disposition of any of the property aforesaid,
after deducting all costs or expenses of every kind for care, safekeeping,
collection, sale, delivery or otherwise, Obligee shall, after applying the
balance of the proceeds of the sale or other disposition to the payment or
reduction (in whole or in part) of the principal or interest (at the option of
Obligee) then owing on the obligations of Obligor, and after making proper
allowance for interest on obligations of Obligor not then due, return any excess
to Guarantor, all without prejudice to the rights of Obligee as against
Guarantor with respect to any and all amounts which may then be or remain unpaid
on any obligations of Obligor.
6. Subordination. Any and all rights of Guarantor to the payment or
performance of any and all present and future indebtedness or other obligations
of Obligor to Guarantor shall be subordinate and subject to the rights of
Obligee to the full payment of the Indebtedness and all of the Indebtedness
shall be paid in full and shall be retained by Obligee before any payment of
such indebtedness from Obligor to Guarantor shall be made. In the event that any
payment or distribution shall be received by Guarantor contrary to the
provisions of the preceding sentence, whether in connection with any insolvency,
bankruptcy, liquidation, reorganization, arrangement, readjustment, composition,
dissolution or other similar proceeding involving Obligor, or otherwise, such
payment or distribution shall be held in trust by Guarantor and shall be
promptly paid over to Obligee for application to the Indebtedness.
7. Bankruptcy or Insolvency. Guarantor agrees that if Obligor or
Guarantor should at any time become insolvent or make a general assignment for
the benefit of its creditor, or if a petition in bankruptcy or any insolvency,
liquidation, reorganization, arrangement, readjustment, composition, dissolution
or other similar proceeding shall be filed or commenced by, against or in
respect of Obligor or Guarantor, or if an order for relief shall be entered in
respect of Obligor or Guarantor in any case under the Bankruptcy Code, the
obligations of Guarantor hereunder shall remain in full force and effect; and
any and all obligations of Obligor and Guarantor to Obligee shall, at the option
of Obligee, forthwith become due and payable without notice.
8. Notices. All notices and other communications hereunder shall be in
writing and shall be delivered or mailed by certified or registered mail, return
receipt requested, addressed to the respective addresses of the parties hereto
designated above in this Guaranty Agreement, or addressed to any such party at
such other address such party shall hereafter have furnished to the other party
in writing.
9. Consent to Jurisdiction; Waiver of Jury Trial. Guarantor hereby
irrevocably consents to the jurisdiction of the courts of the State of New York
and of any federal court located in such state in connection with any action or
proceeding arising out of or relating to this Guaranty Agreement. Any such
action or proceeding will be maintained in the United States District Court for
the Southern District of New York or in any court of the State of New York
located in the County of New York and Guarantor waives any objections based upon
venue or forum non conveniens in connection with any such action or proceeding.
Guarantor consents that process in any such action or proceeding may be served
upon it by registered mail directed to Guarantor at its address set forth at the
head of the Guaranty Agreement or in any other manner permitted by applicable
law or rules of court. Guarantor hereby irrevocably appoints the Secretary of
State of the State of New York as its agent to receive service of process in any
such action or proceeding. GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY
WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING COMMENCED BY OBLIGEE, OBLIGOR,
GUARANTOR OR OTHERWISE IN CONNECTION WITH THIS GUARANTY AGREEMENT OR ANY OF THE
AGREEMENTS. THIS WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES WITH
FULL COGNIZANCE AND UNDERSTANDING OF THEIR RIGHTS.
10. Law of New York. This Guaranty Agreement shall in all respects be
governed by and construed in accordance with the internal laws of the State of
New York, without reference to principles of conflict of laws.
11. Miscellaneous. Neither this Guaranty Agreement not any term hereof
maybe changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. All the terms of this
Guaranty Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, representatives, successors and assigns, and
in particular shall be enforceable by any holder or holders from time to time of
the Indebtedness of any part thereof. Xxxxxxxxx agrees and consents that Obligee
shall have the right to assign or transfer this Guaranty Agreement or any of
Obligee's rights or powers hereunder to any other person, firm or corporation
and such assignment shall not affect the liability of Guarantor hereunder. The
books and records of Obligee showing the account between Obligee and Obligor
shall be admissible in evidence in any action or proceeding, shall be binding
upon Guarantor for the purpose of establishing the items therein set forth, and
shall constitute prima facie proof thereof. In the event that there shall be
more than one Guarantor, the obligations of each Guarantor shall be both joint
and several.
Guarantor agrees to all the provisions set forth above. This
agreement is executed pursuant to due authorization.
GUARANTOR ACKNOWLEDGES RECEIPT OF A SIGNED TRUE COPY OF THIS
AGREEMENT.
Accepted on September 22, 1995 Date June 23, 1995
Xxxxxxx X. Xxxxxxxxx
-------------------------- Guarantor
CHARTER FINANCIAL, INC. (Obligee) (Name of Individual)
By: /s/ (illegible) By: /s/ (illegible)
----------------------------- --------------------------------
Its Vice President
-----------------------------
(Title of Officer)
Attest: /s/ Xxxxxxx X. Xxxxx
------------------------------[Seal]
Notary Public
XXXXXXX X. XXXXX
NOTARY PUBLIC, State of New York
No. 00-0000000
Qualified in Nassau County
Commission Expires July 31, 1996
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A"
--------------------------------------------------------------------------------
QTY. MODEL# DESCRIPTION
---- ------ -----------
1 Xxxxxxx Xxxxx
1 8000 Avid Media Composer
1 AVS Xxxxx Standard Converter
SMA VIDEO, INC.
By: /s/ (illegible)
------------------------
RMC:x-00x-xxx-xxxxx.xx
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-1"
--------------------------------------------------------------------------------
QTY. MODEL# DESCRIPTION
---- ------ -----------
AVID
1 8000 AVID MEDIA COMPOSER
ACCOM
1 ACCOM RTD 4224 64 SECOND
1 RTD SMOOTH MOTION
AMPEX
1 DCT 1700d
1 GENERAL SERVICE KIT
1 525 AUDIO/VIDEO REF TAPE
1 525 GUIDE ALIGNMENT TAPE
XXXXXX VIDEO
1 QUANTEL XXXXX
1 XXXXX
CHYRON
1 MAX
1 16 MB FONT MEMORY
1 RGB COLOR MENU
1 EXTENDED EFX FRAME BUFFER
1 EXTENDED EFX FRAME BUFFER UPGRADE
1 NETWORKING
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 2
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-1"
--------------------------------------------------------------------------------
1 D1 OUTPUT
XXXXX
1 AVS XXXXX STANDARD CONVERTOR
DIS
1 ENSEMBLE TC-400
1 ENSEMBLE CP-10
XXX XXXXXXX
14 AJA D2 SERIALIZER
14 AJA D2 DESERIALIZER
28 WALL WARTS C10WP
GVG
1 ANALOG INTERFACE
1 EDITOR OPTION
1 GRAFIX OPTION
1 PAL SYNC GENERATOR
1 MEP-3 YEAR
XXXX-XXXX
1 QUARTET TRAY
4 VFC 123 Ni
MIDDLE ATLANTIC
3 MIDDLE ATLANTUIC SS SHELVES
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-1"
--------------------------------------------------------------------------------
Nvision
3 Nvision NV-1000 FRAME
6 Nvision NV-1060 AUDIO DELAY
6 Nvision NV-1061 XX XXXXX
6 Nvision EM-1030-00 ADC
6 Nvision EM-1040-00 DAC
3 Nvision PS-2001
3 Nvision INPUT BUFFERS
1 Nvision CROSSPOINT CARD
PRO-BEL
1 4221 16 CH INPUT BUFFER
2 4111 32X16 CROSSPOINT
1 4215 16 CH OUTPUT AMP
1 128X FRAME UPGRADE W/TRADE IN
3 6290 CONTROL PANELS
2 6170-20 CONTROL EXPANDERS
SONY
1 DVR 20
1 BKDV 201
1 RACKMOUNT
1 DVW-500
1 PFVD 100A
1 BKPF 108C
1 DVS 2000C
1 BKDS 2031
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-1"
--------------------------------------------------------------------------------
1 BKDS 2010
1 BZS 2020
XXXXXXXXXX
1 LEXICON 2400
TECHNISPHERE
1 TEK 1700 F06
1 TEK 764
3 TEK 1765
1 TEK 1700 F07
6 SONY PVM-95
1 XXXXXX 1510TG
3 XXXXXX VSD 6801
1 GVG SMS 800TID
3 GVG SMS 8301
TEKNICHE
3 TEKNICHE DV-210
COMPUTER WORKSTATION AND VTR
SMA VIDEO, INC.
BY: ____________________
TITLE: _________________
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 1
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-2"
--------------------------------------------------------------------------------
QTY. MODEL # DESCRIPTION
---- ------- -----------
XXXXXXXXX XXXXXXXXX, TRUSTEE
1 PAINTBOX XXXXX WITH SONY DVR 1000 PACKAGE
ASSOCIATED TELEPHONE DESIGN, INC.
5 16-BUTTON DISPLAY SPEAKERPHONES
1 UNIVERSAL DATA CARD
RMC SALES
14 AJA C10-PS SERIALIZER
14 AJA C10-SP DESERIALIZER
28 WALL WARTS C10WP
GVG
1 000-000-00 EDITOR OPTION
1 000-000-00 GRAFIX OPTION
1 000-000-00 GRAFIX OPTION
1 000-000-00 PAL SYNC GENERATOR
1 MEO-3 YEAR
XXXX-XXXX
1 XXXXXXX QUARTET TRAY
4 XXXXXXX VFC 123 Ni
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 2
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-2"
--------------------------------------------------------------------------------
MEMORY INTERNATIONAL
1 VRAM FOR MAC
4 72 PIN SIMM 8 MEG 60 NS
PRO-BEL
1 6290 CONTROL PANELS
XXXXX DATA
1 DUAL 44/88 MEG SYQUEST RM
1 EXABYTE 8500 RACK MOUNT
1 SIDE X SIDE RACK MOUNT W/ 2 FIXED 9 GIG
DRIVES
1 31/2" DUAL REMOVABLE CHASIS
XXXXX X. XXXXX
1 SVGA MONITOR
1 THINKPAD LAPTOP-IBM 755CE
1 LOCAL ETHERNET BRIDGE W/SNMP
2 P5-100/16/1 GIG COMPUTER
2 486DX266/8/850 COMPUTER
1 SHARP PC-3050 LAPTOP COMPUTER
SONY
2 8-960-070-02 D1 ALIGNMENT TAPES
2 D1M-12CLA D1 CLEANING TAPES
1 8-960-096-01 D1 BETASP ALIGNMENT TAPE
1 8-960-071-12 D2 ALIGNMENT TAPE
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-2"
--------------------------------------------------------------------------------
XXXX
1 12 PORT STACKABLE HUB
2 PCI NETWORK ADAPTER
1 PCMCIA ETHERNET ADAPTER
XXXXXXXXXX
3 Nvision NV-1000 FRAME
6 Nvision NV-1060 AUDIO DELAY
6 Nvision NV-1061 XX XXXXX
6 Nvision EM-1030-00 ADC
6 Nvision EM-1040-00 DAC
3 Nvision PS-2001
3 Nvision INPUT BUFFERS
1 Nvision CROSSPOINT CARD
TECHNISPHERE
6 VIDEOTEK DAT 1
5 VIDEOTEK PVS 6
4 VIDEOTEK DAT 2
1 XXXXXX CES 3500 FS
TEKNICHE
1 XXXXX
VIDEO CORPORATION OF AMERICA
1 ADOBE ILLUSTRATOR 5-PAK
1 ADOBE AFTER EFFECTS
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 0
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-2"
--------------------------------------------------------------------------------
2 ELECTRIC IMAGE RENDERCAM
1 POWER PC COMPUTER-APPLE 7100/80-800CD
3 MAC VIEW ADAPTERS
1 EQUILIBRIUM DEBABELIZER
4 15" MULTISCAN MONITORS-SONY CPD-15SF1
1 AVITEL RMA 1 BVW SHELF FOR DVW-500
SMA VIDEO, INC.
By: /s/
------------------
Title: Partner
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 1
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-3"
--------------------------------------------------------------------------------
QTY. MODEL # DESCRIPTION
---- ------- -----------
ANICOM/XXXXXX XXXX
1 LEXMARK OPTRA RT+ 1900 DPI
1 500 SHEET 2ND DRAWER P/N 1408160
1 INA ETHERNET (10BT) P/N 1329970
1 TONER CARTRIGE HIGH YIELD
MEMORY INTERNATIONAL
2 512K VRAM FOR 7100
4 256K VRAM FOR 7100
2 72 PIN SIMM 8 MEG 60 NS
ZAXCOM
2 PITCH CORRECTION SOFTWARE FOR DMX-1000
VIDEO CORPORATION OF AMERICA
2 15" MULTISCAN MONITORS-SONY CPD-15SFI
1 APPLE POWER PC 8100/110-16/2000 CD
2 APPLE EXTENDED KEYBOARD II
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 2
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-3"
--------------------------------------------------------------------------------
XXXXX X. XXXXX
1 486DX266/8/850 COMPUTER
1 MCAFEE NET REMOTE
SMA VIDEO, INC.
BY: /s/
----------------------
TITLE: Exec VP
------------------
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 1
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-4"
--------------------------------------------------------------------------------
QTY. MODEL # DESCRIPTION
---- ------- -----------
GRASS VALLEY
1 HB9106-00 HYBRID, VIDEO RAM MODULE
SMA VIDEO, INC.
BY: ____________________
TITLE: __________________
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 1
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-5"
--------------------------------------------------------------------------------
QTY. MODEL # DESCRIPTION
---- ------- -----------
ADVANTAGE MEMORY
2 16 MEG DIMMM 60 NS
2 512K VRAM FOR 8100
XXXX
3 10 BASE T PCI CARDS
SMA VIDEO, INC.
BY: ___________________
TITLE: ________________
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 1
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-6"
--------------------------------------------------------------------------------
QTY. MODEL#/DESCRIPTION
---- ------------------
The Schedule "A" of the original financing statement is amended as follows:
(1). The following items should be added to the Schedule "A":
Advantage Memory
2 16 Xxx XXXX 60ns for PM8100
3 1 Meg VRAM for 7200
XXXX
3 FD0455 PCI 10BT
(2). The following items should be deleted from the Schedule "A":
Advantage Memory
2 16 Meg DIMMM 60ns
2 512K VRAM for 8100
XXXX
3 10 Base T PCI Cards
SMA Video, Inc.
(Lease No. 2380)
By: __________________________
Title: _______________________
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 1
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-7"
--------------------------------------------------------------------------------
QTY. MODEL # DESCRIPTION
---- ------- -----------
HEWLETT PACKARD
1 QA100 QUALITY ADVISER
SERIAL #3348A00447, BOX #61283
CREATIVE MEDIA PRODUCTS, INC.
1 8 ULTIMATE CHROMA KEYING DEVISE
SERIAL #8045/8045R
SMA VIDEO, INC.
BY: ________________________
TITLE: _____________________
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 1
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-8"
--------------------------------------------------------------------------------
QTY. MODEL # DESCRIPTION
---- ------- -----------
(1) The following items should be deleted from the Schedule "A":
SONY
1 D2 Alignment Tape
XXXXXXXXXX
1 Lexicon 2400
(2) The following items should be added to the Schedule "A":
HEWLETT-PACKARD
1 QA100 Quality Advisor
XXXXXXXXXX ASSOCIATES
1 KRK K-Rock Speakers
2 Teac CD4011MKII
2 Z System Z-2 Sample Rate Converter
2 Audio Design DMM-1 AES/EBU Mixing console
1 nVision 1050 SRC
2 nVision 1061 XX Xxxxx
1 nVision 3302 8 input card
1 nVision 3206 32 output card
1 nVision EM3020 128x32 Crosspoint card
2 nVision 1060 AES/EBU Delay
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
LESSEE: SMA Video, Inc. PAGE: 1
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 LEASE #:2380
LESSOR: Charter Financial, Inc.
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE "A-10"
--------------------------------------------------------------------------------
QTY. MODEL #/DESCRIPTION
---- ------------------
Metro Marketing Group, Inc.:
Invoice #003997 2 ADTRAN EXPRESS XRT ISDN MODEM
DataComm Warehouse:
PO #SM4211 1 OP0764 WINDOWS NT WORKSTATION
4.0
2 DCS3096 WINDOWS NT SERVER 4.0
UPGRADE w/5 LICENSES
1 DCS3102 WINDOWS NT SERVER 4.0 20
LISCENSE PACK UPGRADE
SMA VIDEO, INC.
By: /s/
-------------------------
Title: President
----------------------
AD:1-share-dd-sma-video-238OA-10-1pp.sa.doc
AND ALL ADDITIONS, ATTACHMENTS, ACCESSORIES, SUBSTITUTIONS, REPLACEMENTS,
REPAIRS, IMPROVEMENTS, BETTERMENTS AND APPURTENANCES OF WHATEVER DESCRIPTION OR
NATURE WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS, INCLUDING
WITHOUT LIMITATION, INSURANCE PROCEEDS.
