GRANTORS. {INSERT signature blocks and appropriate acknowledgements for all grantors. Each signature must be separately notarized.}
GRANTORS. BORROWER: VH MERGERSUB, INC., as Borrower By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President FACILITY GUARANTORS: GUITAR CENTER HOLDINGS, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President GUITAR CENTER GIFT CARD COMPANY, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Executive Vice President, General Counsel and Secretary HARMONY CENTRAL GROUP, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Executive VP of Corporate Development, General Counsel and Secretary MUSICIAN’S FRIEND, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Executive Vice President, General Counsel and Secretary GUITAR CENTER STORES, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Executive VP of Corporate Development, General Counsel and Secretary As of and upon effectiveness of the Merger, the undersigned hereby acknowledges and agrees that it will succeed to all of the rights and obligations of the Borrower set forth herein and that all references herein to the Borrower shall thereupon be deemed to be references to the undersigned. GUITAR CENTER, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Executive VP of Corporate Development, General Counsel and Secretary COLLATERAL AGENT: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Director SCHEDULE I Facility Guarantors Guitar Center Holdings, Inc. Guitar Center Stores, Inc. Musician’s Friend, Inc. Guitar Center Gift Card Company, LLC Harmony Central Group, LLC EXHIBIT A List of Copyrights United States Copyright Registrations and Applications Copyright Status App/Reg. No. App/Reg. Date Headstock design for Xxxxxxxx guitars Registered VAu691-983 11/7/2005 Foreign Copyright Registrations and Applications None XXXXXXX X Xxxx xx Xxxxxxx Xxxxxx Xxxxxx Patents and Patent Applications None. Foreign Patents and Patent Applications None. EXHIBIT C List of Trademarks U.S. Federal Trademark Registrations and Applications
GRANTORS. Holdings hereby represents and warrants as of the date hereof that the Reaffirming Parties hereto constitute all of the Grantors under the Credit Agreement and the First Lien Intercreditor Agreement existing immediately prior to the date hereof.
GRANTORS. Each Domestic Subsidiary of THL-SC Bedding Company is a Grantor and is a party to the Pledge and Security Agreement.
GRANTORS. TRONOX FINANCE CORP. By: /s/ Mxxx Xxxxxxxxx Mxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer CIMARRON CORPORATION By: /s/ Mxxx Xxxxxxxxx Mxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer TRONOX HOLDINGS, INC. By: /s/ Mxxx Xxxxxxxxx Mxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer TRIPLE S MINERALS RESOURCES CORPORATION By: /s/ Mxxx Xxxxxxxxx Mxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer TRONOX PIGMENTS (SAVANNAH) INC. By: /s/ Mxxx Xxxxxxxxx Mxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer TRIPLE S REFINING CORPORATION By: /s/ Mxxx Xxxxxxxxx Mxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer SOUTHWESTERN REFINING COMPANY, INC. By: /s/ Mxxx Xxxxxxxxx Mxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer TRANSWORLD DRILLING COMPANY By: /s/ Mxxx Xxxxxxxxx Mxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer TRIANGLE REFINERIES, INC. By: /s/ Mxxx Xxxxxxxxx Mxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer TRIPLE S, INC. By: /s/ Mxxx Xxxxxxxxx Mxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer TRONOX LLC By: /s/ Mxxx Xxxxxxxxx Mxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer LXXXXX COMMERCIAL PAPER INC., as Administrative Agent By: /s/ Mxxxx X. Xxxx Name: Mxxxx X. Xxxx Title: Authorized Signatory Annex A PRICING GRID FOR APPLICABLE MARGINS AND COMMITMENT FEE RATE Facility Rating Applicable Margin- Commitment Applicable Margin- S&P Mxxxx’x LIBOR Loans Fee Rate Base Rate Loans
GRANTORS. The Grantors may not assign, delegate or transfer any of their respective rights or obligations under this Agreement without the consent of the Collateral Agent, and any purported assignment, delegation or transfer in violation of this provision shall be void and of no effect.
GRANTORS. Each Grantor hereby makes all representations and warranties and agrees to perform all the covenants and other obligations of Seller under this Agreement as if he or she were “Seller” hereunder, and every reference to “Seller” shall be deemed to include each Grantor, including without limitation those references in Section 7.1 (a) and (b) hereof. All the covenants and agreements contained in this Agreement by or on behalf of either Grantor shall bind and be enforceable by, and inure to the benefit of, its successors and assigns whether so expressed or not, including without limitation, the estate of each Grantor, and the executor, administrator or personal representative of such Grantor, as well as such Grantor’s heirs, assigns, beneficiaries, transferees and distributees, or any receiver or trustee in bankruptcy or representative of such Grantor’s creditors, and shall be enforceable by and inure to the benefit of Grantor and its successors and assigns. In addition, within three months of the appointment of a personal representative of the estate of any deceased Grantor, such personal representative shall enter into an agreement assuming all of the obligations of this Agreement and agreeing not to challenge this Agreement, and failure to do so shall be an Event of Default hereunder. Each Grantor covenants and agrees that he or she will not revoke Seller while this Agreement is outstanding.
GRANTORS. ZALE CANADA XXXXX 2, INC. acting in its capacity as general partner of Xxxxx Partnership LP By: Name: Title: GRANTORS: XXXX INTERNATIONAL, INC. in its capacity as general partner of Zale Canada Holding LP By: Name: Title: ADMINISTRATIVE AGENT: Z INVESTMENT HOLDINGS, LLC By: Name: Title: SCHEDULE “1” INTELLECTUAL PROPERTY PATENTS PATENT APPLICATIONS INDUSTRIAL DESIGNS INDUSTRIAL DESIGN APPLICATIONS TRADEMARKS TRADEMARK APPLICATIONS COPYRIGHTS COPYRIGHT APPLICATIONS COPYRIGHT LICENSES 1 SCHEDULE “2” INITIAL SUBSIDIARY GRANTORS SCHEDULE “3” PLEDGED INTERESTS AND PLEDGED NOTES PLEDGED INTERESTS Name of Grantor Name of Pledged Company Number of Shares/Units Class of Interests Percentage of Class Owned Certificate Nos. PLEDGED NOTES Name of Grantor Name of Issuer Amount SCHEDULE “4” DEPOSIT ACCOUNTS AND CONCENTRATION ACCOUNTS NAME OF LOAN PARTY NAME OF INSTITUTION ACCOUNT NUMBER CHECK HERE IF ACCOUNT IS A CONCENTRATION ACCOUNT ANNEX “1” FORM OF PERFECTION CERTIFICATE [Attached.] ANNEX “2” FORM OF SUPPLEMENT SUPPLEMENT NO. dated as of [·] (this “Supplement”), to the Canadian Security Agreement dated as of May 10, 2010 (the “Security Agreement”), among each of the Subsidiaries of Xxxx Corporation (the “Borrower”) from time to time party thereto (each a “Grantor”, and collectively, the “Grantors”) and Z Investment Holdings, LLC, in its capacity as administrative agent (in such capacity, the “Administrative Agent”). Reference is made to the Credit Agreement dated as of May 10, 2010 (as such may be amended, modified, supplemented or restated hereafter, the “Credit Agreement”) by and among (i) the Borrower, (ii) the Lenders party thereto and (iii) the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Security Agreement referred to therein. The Grantors have entered into the Security Agreement in order to induce the Lenders to make Loans. Section 8.18 of the Security Agreement provides that new direct and indirect Subsidiaries of the Borrower may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Security Agreement as consideration for Loans previously under made the Credit Agreement. Accordingly, the Administrative Agent a...
GRANTORS jointly and severally, shall, upon demand, pay to Agent (or Agent, may charge to the Loan Account) all the Lender Group Expenses which Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of Agent hereunder or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.
GRANTORS. 1. 2. GRANTEE: North City Water District ABBREVIATED LEGAL DESCRIPTION Additional legal on page 5 of document. ASSESSOR’S TAX PARCEL NUMBER(S): EASEMENT FOR WATER THIS INSTRUMENT is made this day of , 20 , by and between and Herein called “Grantor,” and NORTH CITY WATER DISTRICT, a Washington municipal corporation, herein called “Grantee.”
