ABL GRANT OF SECURITY INTEREST IN COPYRIGHTS
Exhibit 10.14
EXECUTION VERSION
ABL GRANT OF SECURITY INTEREST IN COPYRIGHTS
THIS ABL GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Agreement”), dated as of April 12, 2012, is made by each of the signatories hereto (each, a “Grantor”) in favor of GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the banks and other financial institutions (the “Lenders”) that are parties to the ABL Credit Agreement (in such capacities, respectively, the “Administrative Agent” and the “U.S. ABL Collateral Agent”), dated as of April 12, 2012 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “ABL Credit Agreement”), among HD SUPPLY, INC., a Delaware corporation (the “Parent Borrower”), GE Capital, as administrative agent and collateral agent, and the other parties thereto.
WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this Agreement.
SECTION 1. Definitions. Unless otherwise defined herein or the context other-wise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the ABL Credit Agreement and the U.S. Guarantee and Collateral Agreement.
SECTION 2. Grant of Security Interest. Each Grantor hereby grants, subject to existing licenses to use the Copyrights granted by such Grantor in the ordinary course of its business, to the U.S. ABL Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Copyrights of such Grantor (including, without limitation, those items listed on Schedule A hereto under such Grantor’s name) and to the extent not otherwise included, all Proceeds and products of any and all of the Copyrights, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except that no security interest is or will be granted pursuant hereto in any right, title or interest of such Grantor under or in any Copyright Licenses with Persons other than the Parent Borrower, a Restricted Subsidiary or an Affiliate thereof for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Copyright Licenses.
SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantors for the purpose of recording the security interest granted pursuant to the U.S. Guarantee and Collateral Agreement with the United States Copyright Office. This Agreement is expressly subject to the terms and conditions of the U.S. Guarantee and Collateral Agreement. The U.S. Guarantee and Collateral Agreement (and all rights and remedies of the Lenders thereunder) shall remain in full force and effect in accordance with its terms.
SECTION 4. Acknowledgment. Each Grantor does hereby further acknowledge and affirm that the rights and remedies of the Lenders with respect to the security interest in the Copyrights are fully set forth in the ABL Credit Agreement and the U.S. Guarantee and Collateral Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.
SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same original.
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CREATIVE TOUCH INTERIORS, INC. | ||||
By: | /s/ Vidya Chauhan | |||
Name: | Vidya Chauhan | |||
Title: | Vice President |
ABL GRANT OF SECURITY INTEREST IN COPYRIGHTS
XXXXXXXX BROS. LUMBER COMPANY, LLC | ||||
By: | /s/ Vidya Chauhan | |||
Name: | Vidya Chauhan | |||
Title: | Vice President |
ABL GRANT OF SECURITY INTEREST IN COPYRIGHTS
HDS IP HOLDING, LLC | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Vice President |
ABL GRANT OF SECURITY INTEREST IN COPYRIGHTS
GENERAL ELECTRIC CAPITAL CORPORATION | ||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Duly Authorized Signatory |
ABL GRANT OF SECURITY INTEREST IN COPYRIGHTS
Schedule A
Copyrights
Creative Touch Interiors, Inc.
Title |
Registration No. |
Registration Date | ||||
NL-16 |
VA 0-000-000 | 3/27/2000 |
HDS IP Holding, LLC
Title |
Registration No. |
Registration Date | ||||
Powerscope |
TX 0-000-000 | 3/5/2009 | ||||
WaterCity |
VA 0-000-000 | 8/5/2008 |
Xxxxxxxx Bros. Lumber Company, LLC
Title |
Registration No. |
Registration Date | ||||
Architectural millwork sales catalog |
TX 0-000-000 | 3/5/1991 |
A-1