TO SECURITY AGREEMENT. All right, title and interest of the Grantors, whether now owned or hereafter acquired, in and to the following property:
TO SECURITY AGREEMENT. The Collateral consists of all of Company’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All Company’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any (i) Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property and provided further that if a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically include the Intellectual Property to the extent necessary to permit perfection of the Secured Parties’ security interest in such Accounts and such other property of Company that are proceeds of the Intellectual Property; (ii) more than 65% of the total combined voting power of all classes of stock entitled to vote the shares of capital stock (the “Shares”) of any Foreign Subsidiary, if Company demonstrates to the Secured Parties’ reasonable satisfaction that a pledge of more than sixty five percent (65%) of the Shares of such Subsidiary creates a present and existing adverse tax consequence to Company under the U.S. Internal Revenue Code; and (iii) any license or contract, in each case if the granting of a Lien in such license or contract is prohibited by or would constitute a default under the agreement governing such license or contract (but (A) only to the extent s...
TO SECURITY AGREEMENT. All personal property of Grantor and all other assets of Grantor, including, but not limited to, all right, title and interest of Grantor, whether now owned or hereafter acquired, in and to the following, in each case howsoever the interest of the Grantor therein may arise or appear (whether by ownership, security interest, claim or otherwise):
TO SECURITY AGREEMENT. Amendment No. 2 to the Security Agreement, in substantially the form of Exhibit C-3 hereto, duly executed and delivered by the Company and the Administrative Agent. In addition, the Company shall have taken such other action as the Administrative Agent shall have requested in order to perfect the security interests created pursuant to the Security Agreement (other than perfection of security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement)) to the extent such filings have not already been effected pursuant to the Existing Credit Agreement, including, without limitation, delivering to the Administrative Agent, for filing, appropriately completed and duly executed copies of Uniform Commercial Code financing statements.
TO SECURITY AGREEMENT. JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of , , is delivered pursuant to Section 9 of the Security Agreement (Intellectual Property) dated as of January 14, 2003, among West Marine Finance Company, Inc. (the “Company”), and certain other Subsidiaries of Company and Parent from time to time party thereto as Grantors in favor of Xxxxx Fargo Bank, National Association, as administrative agent for the Lenders referred to therein (the “Security Agreement”). Capitalized terms used herein but not defined herein are used herein with the meaning given them in the Security Agreement. By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 9 of the Security Agreement, hereby becomes a party to the Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, (a) as security for the full, prompt, complete and final payment when due (whether at stated maturity, by acceleration or otherwise) and prompt performance and observance of all the Secured Obligations of the undersigned, the undersigned hereby assigns, conveys, mortgages, pledges, grants, hypothecates and transfers to the Administrative Agent for itself and for the pro rata benefit of the Lenders, on the terms and subject to conditions of the Security Agreement, a security interest in and to all of the undersigned’s right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired by the undersigned or in which the undersigned now holds or hereafter acquires any interest and expressly assumes all obligations and liabilities of a Grantor thereunder and (b) the undersigned agrees to provide the Administrative Agent with such short forms security agreements substantially in the forms of Attachments 2 and 3 to the Security Agreement and a Special Power of Attorney substantially in the form of Attachment 4. The information set forth in Annex 1-A is hereby added to the information set forth in Schedules A through F to Attachment 1 to the Security Agreement. The undersigned hereby represents and warrants that each of the representations and warranties contained in the Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.
TO SECURITY AGREEMENT. All right, title, interest, claims and demands of Grantor in and to the following property:
TO SECURITY AGREEMENT. LOCATIONS OF EQUIPMENT AND INVENTORY ------------------------------------ NAME OF GRANTOR LOCATIONS OF EQUIPMENT AND INVENTORY --------------- ------------------------------------
TO SECURITY AGREEMENT. The Administrative Agent shall have received counterparts of an Amendment No. 1 to Security Agreement, in the form attached hereto as Exhibit A, executed on behalf of each Obligor and the Administrative Agent.
TO SECURITY AGREEMENT. This AMENDMENT NO. 1 TO SECURITY AGREEMENT (this “Amendment”), dated as of November 23, 2010, is by and among Sotheby’s, a Delaware corporation (the “Company”), the other “Grantors” (as hereinafter defined) party hereto, and General Electric Capital Corporation, a Delaware corporation (“GE Capital”), in its capacity as the Agent (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in that certain Security Agreement, dated as of August 31, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among the Company, the Domestic Subsidiaries of the Company party thereto (together with the Company, the “Grantors”) and the Agent.