AMENDED AND RESTATED MASTER SECURITY AGREEMENT
Exhibit 10.4
AMENDED AND RESTATED MASTER SECURITY AGREEMENT
This AMENDED AND RESTATED MASTER SECURITY AGREEMENT (this “Agreement”), dated as of
June 30, 2010, among XXXXXX INTERACTIVE INC., a Delaware corporation (the “Borrower”),
XXXXXX INTERACTIVE INTERNATIONAL INC., a Delaware corporation (“Xxxxxx International”),
XXXXXXXX WORLDWIDE, LLC, a Delaware limited liability company (“Xxxxxxxx Worldwide”), THE
XXXXXXXX GROUP INTERNATIONAL, L.L.C., a Delaware limited liability company (“Xxxxxxxx
Group”), XXXXX XXXXXX & ASSOCIATES, INC., a New York corporation (“Xxxxx Xxxxxx”),
XXXXXX INTERACTIVE ASIA, LLC, a Delaware limited liability company (“Xxxxxx Asia”), GSBC
OHIO CORPORATION, an Ohio corporation (“GSBC”) and each other Person who joins this
Agreement pursuant to Section 25 hereof (each other Person, together with the Borrower, Xxxxxx
International, Xxxxxxxx Worldwide, Xxxxxxxx Group, Xxxxx Xxxxxx, Xxxxxx Asia and GSBC,
collectively, the “Grantors”, and individually, a “Grantor”) and JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION, as administrative agent (hereinafter, in such capacity, the
“Administrative Agent”) for itself and the Secured Parties, including the other lending
institutions (hereinafter, collectively, the “Lenders”) which are or may become parties to that
certain Amended and Restated Credit Agreement dated as of June 30, 2010 (as amended and in effect
from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Issuing
Bank and the Administrative Agent.
WHEREAS, the Borrower, the lenders party thereto (the “Existing Lenders”), and the
Administrative Agent, as administrative agent for the Existing Lenders, are parties to that certain
Credit Agreement dated as of September 21, 2007 (as amended, the “Existing Credit
Agreement”), pursuant to which the Existing Lenders have made loans and other extensions of
credit to the Borrower;
WHEREAS, the Borrower, the Lenders, the Issuing Bank and the Administrative Agent have agreed
to amend and restate the Existing Credit Agreement in its entirety pursuant to the Credit
Agreement, and the Existing Credit Agreement shall remain in full force and effect only as set
forth in the Credit Agreement;
WHEREAS pursuant to a Master Security Agreement, dated as of February 5, 2009, by and among
the Grantors and the Administrative Agent (as amended and in effect from time to time, the
“Existing Security Agreement”), each Grantor granted to the Administrative Agent for the
benefit of the Secured Parties, a lien on and security interest in all of its assets in order to
secure the payment and performance in full of all the Obligations;
WHEREAS, the Grantors and the Administrative Agent wish to continue and confirm the grants of
liens and security interests by the Grantors in favor of the Administrative Agent for the benefit
of the Secured Parties as set forth in the Existing Security Agreement;
WHEREAS, it is a condition precedent to the Lenders’ making of Loans and otherwise extending
credit to the Borrower and to the Issuing Bank issuing, extending, or renewing Letters of Credit
for the benefit of the Borrower under the Credit Agreement, and in connection therewith permitting
certain transactions involving the other Grantors and their respective
Subsidiaries thereunder, that the Grantors execute and deliver to the Administrative Agent,
for the benefit of the Secured Parties and the Administrative Agent, an amended and restated
security agreement in substantially the form hereof; and
WHEREAS, the Grantors and the Administrative Agent now wish to amend and restate the Existing
Security Agreement for the benefit of the Secured Parties and the Administrative Agent, as herein
provided, which shall supersede the Existing Security Agreement;
NOW, THEREFORE, in consideration of the promises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree that the Existing Security Agreement is hereby amended and restated as follows:
1. Definitions. All capitalized terms used herein without definitions shall have the
respective meanings provided therefor in the Credit Agreement. The term “State”, as used
herein, means the State of New York. All terms defined in the Uniform Commercial Code of the State
and used herein shall have the same definitions herein as specified therein. However, if a term is
defined in Article 9 of the Uniform Commercial Code of the State differently than in another
Article of the Uniform Commercial Code of the State, the term has the meaning specified in Article
9. The term “electronic document” applies in the event that the 2003 revisions to Article 7, with
amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the
American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now
or hereafter adopted and become effective in the State or in any other relevant jurisdiction.
2. Grant of Security Interest.
2.1. Grant; Collateral Description. Each Grantor (a) hereby ratifies and
affirms the grant and pledge of security interests made pursuant to the Existing Security
Agreement, and (b) to the extent not covered in clause (a), hereby grants to the
Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent,
to secure the payment and performance in full of all of the Obligations, a security interest
in and pledges and assigns to the Administrative Agent, for the benefit of the Secured
Parties and the Administrative Agent, the following properties, assets and rights of such
Grantor, wherever located, whether now owned or hereafter acquired or arising, and all
proceeds and products thereof (all of the same being hereinafter
called the “Collateral”):
all personal and fixture property of every kind and nature including all goods (including
inventory, equipment and any accessions thereto), instruments (including promissory notes),
documents (including, if applicable, electronic documents), accounts (including
health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit
accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a
writing), commercial tort claims, securities and all other investment property, supporting
obligations, any other contract rights or rights to the payment of money, insurance claims
and proceeds, and all general intangibles (including all payment intangibles).
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2.2. Commercial Tort Claims. The Administrative Agent acknowledges that the
attachment of its security interest in any commercial tort claim as original collateral is
subject to the applicable Grantor’s’ compliance with §4.7.
3. Authorization to File Financing Statements. Each Grantor hereby irrevocably
authorizes the Administrative Agent at any time and from time to time to file in any filing office
in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto
that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect,
regardless of whether any particular asset comprised in the Collateral falls within the scope of
Article 9 of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as being of an
equal or lesser scope or with greater detail, and (b) provide any other information required by
part 5 of Article 9 of the Uniform Commercial Code of the State or such other jurisdiction for the
sufficiency or filing office acceptance of any financing statement or amendment, including (i)
whether such Grantor is an organization, the type of organization and any organizational
identification number issued to such Grantor and, (ii) in the case of a financing statement filed
as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a
sufficient description of real property to which the Collateral relates. Each Grantor agrees to
furnish any such information to the Administrative Agent promptly upon request. Each Grantor also
ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial
Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the
date hereof.
4. Other Actions. Further to insure the attachment, perfection and first priority of,
and the ability of the Administrative Agent to enforce, the Administrative Agent’s security
interest in the Collateral, each Grantor agrees, in each case at such Grantor’s expense, to take
the following actions with respect to the following Collateral and without limitation on such
Grantor’s other obligations contained in this Agreement:
4.1. Promissory Notes and Tangible Chattel Paper. If any Grantor shall, now or
at any time hereafter, hold or acquire any promissory notes or tangible chattel paper, such
Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent,
accompanied by such instruments of transfer or assignment duly executed in blank as the
Administrative Agent may from time to time specify.
4.2. Deposit Accounts. For each deposit account that any Grantor, now or at
any time hereafter, opens or maintains, such Grantor shall, at the Administrative Agent’s
request and option, pursuant to an agreement in form and substance satisfactory to the
Administrative Agent, either (a) cause the depositary bank to agree to comply without
further consent of such Grantor, at any time with instructions from the Administrative Agent
to such depositary bank directing the disposition of funds from time to time credited to
such deposit account, or (b) arrange for the Administrative Agent to become the customer of
the depositary bank with respect to the deposit account, with such Grantor being permitted,
only with the consent of the Administrative Agent, to exercise rights to withdraw funds from
such deposit account. The Administrative Agent agrees with each Grantor that the
Administrative Agent shall not give any such instructions or withhold any withdrawal rights
from such Grantor, unless an Event of Default has
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occurred and is continuing, or, if effect were given to any withdrawal not otherwise
permitted by the Loan Documents, would occur. The provisions of this paragraph shall not
apply to any deposit accounts specially and exclusively used for payroll, payroll taxes and
other employee wage and benefit payments to or for the benefit of the Grantors’ salaried
employees.
4.3. Investment Property. If any Grantor shall, now or at any time hereafter,
hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign
and deliver the same to the Administrative Agent, accompanied by such instruments of
transfer or assignment duly executed in blank as the Administrative Agent may from time to
time specify. If any securities now or hereafter acquired by any Grantor are uncertificated
and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor
shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s
request and option, pursuant to an agreement in form and substance satisfactory to the
Administrative Agent, either (a) cause the issuer to agree to comply without further consent
of such Grantor or such nominee, at any time with instructions from the Administrative Agent
as to such securities, or (b) arrange for the Administrative Agent to become the registered
owner of the securities. If any securities, whether certificated or uncertificated, or
other investment property now or hereafter acquired by any Grantor are held by such Grantor
or its nominee through a securities intermediary or commodity intermediary, such Grantor
shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s
request and option, pursuant to an agreement in form and substance satisfactory to the
Administrative Agent, either (i) cause such securities intermediary or (as the case may be)
commodity intermediary to agree to comply, in each case without further consent of such
Grantor or such nominee, at any time with entitlement orders or other instructions from the
Administrative Agent to such securities intermediary as to such securities or other
investment property, or (as the case may be) to apply any value distributed on account of
any commodity contract as directed by the Administrative Agent to such commodity
intermediary, or (ii) in the case of financial assets or other investment property held
through a securities intermediary, arrange for the Administrative Agent to become the
entitlement holder with respect to such investment property, with such Grantor being
permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw
or otherwise deal with such investment property. The Administrative Agent agrees with each
Grantor that the Administrative Agent shall not give any such entitlement orders or
instructions or directions to any such issuer, securities intermediary or commodity
intermediary, and shall not withhold its consent to the exercise of any withdrawal or
dealing rights by such Grantor, unless an Event of Default has occurred and is continuing,
or, after giving effect to any such investment and withdrawal rights not otherwise permitted
by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any
financial assets credited to a securities account for which the Administrative Agent is the
securities intermediary.
4.4. Collateral in the Possession of a Bailee. If any Collateral is, now or at
any time hereafter, in the possession of a bailee, the applicable Grantor shall promptly
notify the Administrative Agent thereof and, at the Administrative Agent’s request and
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option, shall promptly obtain an acknowledgement from the bailee, in form and substance
satisfactory to the Administrative Agent, that the bailee holds such Collateral for the
benefit of the Administrative Agent and such bailee’s agreement to comply, without further
consent of the applicable Grantor, at any time with instructions of the Administrative Agent
as to such Collateral. The Administrative Agent agrees with each Grantor that the
Administrative Agent shall not give any such instructions unless an Event of Default has
occurred and is continuing or would occur after taking into account any action by such
Grantor with respect to the bailee.
4.5. Electronic Chattel Paper, Electronic Documents and Transferable Records.
If any Grantor, now or at any time hereafter, holds or acquires an interest in any
electronic chattel paper, any electronic document or any “transferable record,” as that term
is defined in Section 201 of the federal Electronic Signatures in Global and National
Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any
relevant jurisdiction, such Grantor shall promptly notify the Administrative Agent thereof
and, at the request and option of the Administrative Agent, shall take such action as the
Administrative Agent may reasonably request to vest in the Administrative Agent control,
under §9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction,
of such electronic chattel paper, control, under §7-106 of the Uniform Commercial Code of
the State or any other relevant jurisdiction, of such electronic document or control, under
Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as
the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such
jurisdiction, of such transferable record. The Administrative Agent agrees with the
applicable Grantor that the Administrative Agent will arrange, pursuant to procedures
satisfactory to the Administrative Agent and so long as such procedures will not result in
the Administrative Agent’s loss of control, for such Grantor to make alterations to the
electronic chattel paper, electronic document or transferable record permitted under XXX
§0-000, XXX §0-000, or, as the case may be, Section 201 of the federal Electronic Signatures
in Global and National Commerce Xxx xx §00 of the Uniform Electronic Transactions Act for a
party in control to make without loss of control, unless an Event of Default has occurred
and is continuing or would occur after taking into account any action by such Grantor with
respect to such electronic chattel paper, electronic document or transferable record. The
provisions of this §4.5 relating to electronic documents and “control” under UCC §7-106
apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of
the Uniform Commercial Code, in substantially the form approved by the American Law
Institute and the National Conference of Commissioners on Uniform State Laws, are now or
hereafter adopted and become effective in the State or in any other relevant jurisdiction.
4.6. Letter-of-Credit Rights. If any Grantor is, now or at any time hereafter,
a beneficiary under a letter of credit now or hereafter, such Grantor shall promptly notify
the Administrative Agent thereof and, at the request and option of the Administrative Agent,
such Grantor shall, pursuant to an agreement in form and substance satisfactory to the
Administrative Agent, either (a) arrange for the issuer and any confirmer of such letter of
credit to consent to an assignment to the Administrative Agent of the proceeds of the letter
of credit or (b) arrange for the Administrative Agent to become the transferee
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beneficiary of the letter of credit, with the Administrative Agent agreeing, in each
case, that the proceeds of the letter of credit are to be applied as provided in the Credit
Agreement.
4.7. Commercial Tort Claims. If any Grantor shall, now or at any time
hereafter, hold or acquire a commercial tort claim, such Grantor shall immediately notify
the Administrative Agent in a writing signed by such Grantor of the particulars thereof and
grant to the Administrative Agent, for the benefit of the Secured Parties and the
Administrative Agent, in such writing a security interest therein and in the proceeds
thereof, all upon the terms of this Agreement, with such writing to be in form and substance
satisfactory to the Administrative Agent.
4.8. Other Actions as to any and all Collateral. Each Grantor further agrees,
upon the request of the Administrative Agent and at the Administrative Agent’s option, to
take any and all other actions as the Administrative Agent may determine to be necessary or
useful for the attachment, perfection and first priority of, and the ability of the
Administrative Agent to enforce, the Administrative Agent’s security interest in any and all
of the Collateral, including (a) executing, delivering and, where appropriate, filing
financing statements and amendments relating thereto under the Uniform Commercial Code of
any relevant jurisdiction, to the extent, if any, that any Grantor’s signature thereon is
required therefor, (b) causing the Administrative Agent’s name to be noted as secured party
on any certificate of title for a titled good if such notation is a condition to attachment,
perfection or priority of, or ability of the Administrative Agent to enforce, the
Administrative Agent’s security interest in such Collateral, (c) complying with any
provision of any statute, regulation or treaty of the United States as to any Collateral if
compliance with such provision is a condition to attachment, perfection or priority of, or
ability of the Administrative Agent to enforce, the Administrative Agent’s security interest
in such Collateral, (d) obtaining governmental and other third party waivers, consents and
approvals, in form and substance satisfactory to the Administrative Agent, including any
consent of any licensor, lessor or other person obligated on Collateral, (e) obtaining
waivers from mortgagees and landlords in form and substance satisfactory to the
Administrative Agent and (f) taking all actions under any earlier versions of the Uniform
Commercial Code or under any other law, as reasonably determined by the Administrative Agent
to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including
any foreign jurisdiction.
5. Relation to Other Collateral Documents. The provisions of this Agreement
supplement the provisions of any real estate mortgage or deed of trust granted by the Grantors to
the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, and
which secures the payment or performance of any of the Obligations. Nothing contained in any such
real estate mortgage or deed of trust shall derogate from any of the rights or remedies of the
Administrative Agent or any of the Secured Parties hereunder. In addition, to the provisions of
this Agreement being so read and construed with any such mortgage or deed of trust, the provisions
of this Agreement shall be read and construed with the other Collateral Documents referred to below
in the manner so indicated.
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5.1. Pledge Agreement. Concurrently herewith certain Grantors are executing
and delivering to the Administrative Agent, for the benefit of the Secured Parties and the
Administrative Agent, a Pledge Agreement pursuant to which such Grantors are ratifying and
affirming such Grantors’ pledge and pledging to the Administrative Agent shares of the
capital stock of certain of such Grantors’ Subsidiaries (as defined in the Pledge
Agreement). Such pledges shall be governed by the terms of such Pledge Agreement and not by
the terms of this Agreement.
5.2. Patent and Trademark Security Agreements. Concurrently herewith certain
Grantors are executing and delivering to the Administrative Agent, for the benefit of the
Secured Parties and the Administrative Agent, a Patent Security Agreement and Trademark
Security Agreements pursuant to which such Grantors are ratifying and affirming such
Grantors’ pledge and assigning to the Administrative Agent, for the benefit of the Secured
Parties and the Administrative Agent, certain Collateral consisting of patents and patent
rights and trademarks, service marks and trademark and service xxxx rights, together with
the goodwill appurtenant thereto. The provisions of the Patent Security Agreement and the
Trademark Security Agreement are supplemental to the provisions of this Agreement, and
nothing contained in the Patent Security Agreement or the Trademark Security Agreement shall
derogate from any of the rights or remedies of the Administrative Agent or any of the
Secured Parties hereunder. Neither the delivery of, nor anything contained in, the Patent
Security Agreement or the Trademark Security Agreement shall be deemed to prevent or
postpone the time of attachment or perfection of any security interest in such Collateral
created hereby.
5.3. Copyright Memorandum. Each Grantor hereby represents and warrants to the
Administrative Agent and the other Secured Parties that it has no registered copyrights as
of the date hereof. Each Grantor covenants, promptly following such Grantor’s acquisition
of any registered copyrights, to provide to the Administrative Agent identification of such
copyrights and, upon the request of the Administrative Agent with respect to any registered
copyrights reasonably deemed material by the Administrative Agent, to execute and deliver to
the Administrative Agent, for the benefit of the Secured Parties, a Copyright Memorandum for
the benefit of the Secured Parties, in respect of such registrations.
6. Representations and Warranties Concerning Grantors’ Legal Status. Each Grantor has
previously delivered to the Administrative Agent a certificate signed by such Grantor and entitled
“Perfection Certificate” (the “Perfection Certificate”). Each Grantor represents and warrants to
the Secured Parties and the Administrative Agent as follows: (a) such Grantor’s exact legal name is
that indicated on the Perfection Certificate and on the signature page hereof, (b) such Grantor is
an organization of the type, and is organized in the jurisdiction, set forth in the Perfection
Certificate, (c) the Perfection Certificate accurately sets forth such Grantor’s organizational
identification number or accurately states that such Grantor has none, (d) the Perfection
Certificate accurately sets forth such Grantor’s place of business or, if more than one, its chief
executive office, as well as such Grantor’s mailing address, if different, (e) all other
information set forth on the Perfection Certificate pertaining to such Grantor is accurate
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and complete, and (f) there has been no change in any of such information since the date on
which the Perfection Certificate was signed by such Grantor.
7. Covenants Concerning Grantors’ Legal Status. Each Grantor covenants with the
Secured Parties and the Administrative Agent as follows: (a) without providing at least thirty (30)
days prior written notice to the Administrative Agent, no Grantor will change its name, its place
of business or, if more than one, chief executive office, or its mailing address or organizational
identification number if it has one, (b) if any Grantor does not have an organizational
identification number and later obtains one, such Grantor will forthwith notify the Administrative
Agent of such organizational identification number, and (c) no Grantor will change its type of
organization, jurisdiction of organization or other legal structure.
8. Representations and Warranties Concerning Collateral, Etc. Each Grantor further
represents and warrants to the Secured Parties and the Administrative Agent as follows: (a) such
Grantor is the owner of the Collateral, free from any right or claim of any person or any adverse
lien, except for the security interest created by this Agreement and other Liens permitted by §6.2
of the Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, “farm
products” as defined in §9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the
account debtors or other persons obligated on any of the Collateral is a governmental authority
covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in
respect of such Collateral, (d) no Grantor holds any commercial tort claim except as indicated on
the Perfection Certificate, (e) such Grantor has at all times operated its business in compliance
with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all
applicable provisions of federal, state and local statutes and ordinances dealing with the control,
shipment, storage or disposal of hazardous materials or substances, (f) all other information set
forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g)
there has been no change in any of such information since the date on which the Perfection
Certificate was signed by such Grantor.
9. Covenants Concerning Collateral, Etc. Each Grantor further covenants with the
Secured Parties and the Administrative Agent as follows: (a) the Collateral, to the extent not
delivered to the Administrative Agent pursuant to §4, will be kept at those locations listed on the
Perfection Certificate and the Grantors will not remove the Collateral from such locations, without
providing at least 30 days prior written notice to the Administrative Agent, (b) except for the
security interest herein granted and Liens permitted by §6.2 of the Credit Agreement, such Grantor
shall be the owner of the Collateral free from any right or claim of any other person or any lien,
and such Grantor shall defend the same against all claims and demands of all persons at any time
claiming the same or any interests therein adverse to the Administrative Agent or any of the
Secured Parties, (c) such Grantor shall not pledge, mortgage or create, or suffer to exist any
right of any person in or claim by any person to the Collateral, or any lien in the Collateral in
favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial
Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor
of any person as secured party, other than the Administrative Agent except for Liens permitted by
§6.2 of the Credit Agreement, (d) such Grantor will keep the Collateral in good order and repair
and will not use the same in violation of law or any policy of insurance thereon, (e) such Grantor
will permit the Administrative Agent, or its designee, to inspect the
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Collateral at any reasonable time, wherever located, (f) such Grantor will pay promptly when
due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in
connection with the use or operation of the Collateral or incurred in connection with this
Agreement, (g) such Grantor will continue to operate, its business in compliance with all
applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable
provisions of federal, state and local statutes and ordinances dealing with the control, shipment,
storage or disposal of hazardous materials or substances, and (h) such Grantor will not sell or
otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein
except for dispositions permitted by the Credit Agreement.
10. Insurance.
10.1. Maintenance of Insurance. Each Grantor will maintain with financially
sound and reputable insurers insurance with respect to its properties and business against
such casualties and contingencies as shall be in accordance with general practices of
businesses engaged in similar activities in similar geographic areas. Such insurance shall
be in such minimum amounts that such Grantor will not be deemed a co-insurer under
applicable insurance laws, regulations and policies and otherwise shall be in such amounts,
contain such terms, be in such forms and be for such periods as may be reasonably
satisfactory to the Administrative Agent. In addition, all such insurance shall be payable
to the Administrative Agent as loss payee under a “standard” or “New York” loss payee clause
for the benefit of the Secured Parties and the Administrative Agent. Without limiting the
foregoing, each Grantor will (a) keep all of its physical property insured with casualty or
physical hazard insurance on an “all risks” basis, with broad form flood and earthquake
coverages and electronic data processing coverage, with a full replacement cost endorsement
and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of
such property, (b) maintain all such workers’ compensation or similar insurance as may be
required by law and (c) maintain, in amounts and with deductibles equal to those generally
maintained by businesses engaged in similar activities in similar geographic areas, general
public liability insurance against claims of bodily injury, death or property damage
occurring, on, in or about the properties of the Grantors, business interruption insurance,
and product liability insurance.
10.2. Insurance Proceeds. The proceeds of any casualty insurance in respect of
any casualty loss of any of the Collateral shall, subject to the rights, if any, of other
parties with an interest having priority in the property covered thereby, (a) so long as no
Default or Event of Default has occurred and is continuing be disbursed to the applicable
Grantor for direct application by such Grantor solely to the repair or replacement of such
Grantor’s property so damaged or destroyed except to the extent such proceeds are required
to be applied to the Obligations as provided by the terms of the Credit Agreement, and (b)
in all other circumstances, be held by the Administrative Agent as cash collateral for the
Obligations. The Administrative Agent may, at its sole option, disburse from time to time
all or any part of such proceeds so held as cash collateral, upon such terms and conditions
as the Administrative Agent may reasonably prescribe, for direct application by the
applicable Grantor solely to the repair or replacement of such
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Grantor’s property so damaged or destroyed, or the Administrative Agent may apply all
or any part of such proceeds held as cash collateral to the Obligations with the Commitment
(if not then terminated) being reduced by the amount so applied to the Obligations.
10.3. Continuation of Insurance. All policies of insurance shall provide for
at least thirty (30) days prior written cancellation notice to the Administrative Agent. In
the event of failure by the Grantors to provide and maintain insurance as herein provided,
the Administrative Agent may, at its option, provide such insurance and charge the amount
thereof to the Grantors. The Grantors shall furnish the Administrative Agent with
certificates of insurance and policies evidencing compliance with the foregoing insurance
provision.
11. Collateral Protection Expenses; Preservation of Collateral.
11.1. Expenses Incurred by Administrative Agent. In the Administrative Agent’s
discretion, the Administrative Agent may discharge taxes and other encumbrances at any time
levied or placed on any of the Collateral, maintain any of the Collateral, make repairs
thereto and pay any necessary filing fees or insurance premiums, in each case if any Grantor
fails to do so. Each Grantor agrees to reimburse the Administrative Agent on demand for all
expenditures so made. The Administrative Agent shall have no obligation to the Grantors to
make any such expenditures, nor shall the making thereof be construed as a waiver or cure of
any Default or Event of Default.
11.2. Administrative Agent’s Obligations and Duties. Anything herein to the
contrary notwithstanding, each Grantor shall remain obligated and liable under each contract
or agreement comprised in the Collateral to be observed or performed by such Grantor
thereunder. Neither the Administrative Agent nor any Secured Party shall have any
obligation or liability under any such contract or agreement by reason of or arising out of
this Agreement or the receipt by the Administrative Agent or any Secured Party of any
payment relating to any of the Collateral, nor shall the Administrative Agent or any Secured
Party be obligated in any manner to perform any of the obligations of such Grantor under or
pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency
of any payment received by the Administrative Agent or any Secured Party in respect of the
Collateral or as to the sufficiency of any performance by any party under any such contract
or agreement, to present or file any claim, to take any action to enforce any performance or
to collect the payment of any amounts which may have been assigned to the Administrative
Agent or to which the Administrative Agent or any Secured Party may be entitled at any time
or times. The Administrative Agent’s sole duty with respect to the custody, safe keeping
and physical preservation of the Collateral in its possession, under §9-207 of the Uniform
Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same
manner as the Administrative Agent deals with similar property for its own account.
12. Securities and Deposits. The Administrative Agent may at any time following and
during the continuance of a Default and Event of Default, at its option, transfer to itself or
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any nominee any securities constituting Collateral, receive any income thereon and hold such
income as additional Collateral or apply it to the Obligations. Whether or not any Obligations are
due, the Administrative Agent may following and during the continuance of a Default and Event of
Default demand, xxx for, collect, or make any settlement or compromise which it deems desirable
with respect to the Collateral. Regardless of the adequacy of Collateral or any other security for
the Obligations, any deposits or other sums at any time credited by or due from the Administrative
Agent or any Secured Party to the Grantors may at any time be applied to or set off against any of
the Obligations then due and owing.
13. Notification to Account Debtors and Other Persons Obligated on Collateral. If a
Default or an Event of Default shall have occurred and be continuing, each Grantor shall, at the
request and option of the Administrative Agent, notify account debtors and other persons obligated
on any of the Collateral of the security interest of the Administrative Agent in any account,
chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be
made directly to the Administrative Agent or to any financial institution designated by the
Administrative Agent as the Administrative Agent’s agent therefor, and the Administrative Agent may
itself, if a Default or an Event of Default shall have occurred and be continuing, without notice
to or demand upon any Grantor, so notify account debtors and other persons obligated on Collateral.
After the making of such a request or the giving of any such notification, the applicable Grantor
shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments
and other Collateral received by such Grantor as trustee for the Administrative Agent, for the
benefit of the Secured Parties and the Administrative Agent, without commingling the same with
other funds of any Grantor and shall turn the same over to the Administrative Agent in the
identical form received, together with any necessary endorsements or assignments. The
Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general
intangibles, instruments and other Collateral received by the Administrative Agent to the
Obligations, such proceeds to be immediately credited after final payment in cash or other
immediately available funds of the items giving rise to them.
14. Power of Attorney.
14.1. Appointment and Powers of Administrative Agent. Each Grantor hereby
irrevocably constitutes and appoints the Administrative Agent and any officer or agent
thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full
irrevocable power and authority in the place and stead of such Grantor or in the
Administrative Agent’s own name, for the purpose of carrying out the terms of this
Agreement, to take any and all appropriate action and to execute any and all documents and
instruments that may be necessary or useful to accomplish the purposes of this Agreement
and, without limiting the generality of the foregoing, hereby gives said attorneys the power
and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the
following:
(a) upon the occurrence and during the continuance of an Event of Default,
generally to sell, transfer, pledge, make any agreement with respect to or otherwise
dispose of or deal with any of the Collateral in such manner as is consistent with
the Uniform Commercial Code of the State or any other relevant
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jurisdiction and as fully and completely as though the Administrative Agent
were the absolute owner thereof for all purposes, and to do, at the Grantors’
expense, at any time, or from time to time, all acts and things which the
Administrative Agent deems necessary or useful to protect, preserve or realize upon
the Collateral and the Administrative Agent’s security interest therein, in order to
effect the intent of this Agreement, all no less fully and effectively as the
Grantors might do, including (i) the filing and prosecuting of registration and
transfer applications with the appropriate federal, state or local agencies or
authorities with respect to trademarks, copyrights and patentable inventions and
processes, (ii) upon written notice to the applicable Grantor, the exercise of
voting rights with respect to voting securities, which rights may be exercised, if
the Administrative Agent so elects, with a view to causing the liquidation of assets
of the issuer of any such securities and (iii) the execution, delivery and
recording, in connection with any sale or other disposition of any Collateral, of
the endorsements, assignments or other instruments of conveyance or transfer with
respect to such Collateral; and
(b) to the extent that any Grantor’s authorization given in §3 is not
sufficient, to file such financing statements with respect hereto, with or without
the applicable Grantor’s signature, or a photocopy of this Agreement in substitution
for a financing statement, as the Administrative Agent may deem appropriate and to
execute in the applicable Grantor’s name such financing statements and amendments
thereto and continuation statements which may require such Grantor’s signature.
14.2. Ratification by the Grantors. To the extent permitted by law, each
Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by
virtue hereof. This power of attorney is a power coupled with an interest and is
irrevocable.
14.3. No Duty on Administrative Agent. The powers conferred on the
Administrative Agent hereunder are solely to protect the interests of the Administrative
Agent and the Secured Parties in the Collateral and shall not impose any duty upon the
Administrative Agent to exercise any such powers. The Administrative Agent shall be
accountable only for the amounts that it actually receives as a result of the exercise of
such powers, and neither it nor any of its officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act, except for the Administrative
Agent’s own gross negligence or willful misconduct.
15. Rights and Remedies. If an Event of Default shall have occurred and be
continuing, the Administrative Agent, without any other notice to or demand upon the Grantors,
shall have in any jurisdiction in which enforcement hereof is sought, in addition to all other
rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code
of the State or any other relevant jurisdiction and any additional rights and remedies as may be
provided to a secured party in any jurisdiction in which Collateral is located, including the right
to take possession of the Collateral, and for that purpose the Administrative Agent may, so far as
the Grantors can give authority therefor, enter upon any premises on which the
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Collateral may be situated and remove the same therefrom. The Administrative Agent may in its
discretion require the Grantors to assemble all or any part of the Collateral at such location or
locations within the jurisdiction(s) of the applicable Grantor’s principal offices or at such other
locations as the Administrative Agent may reasonably designate. Unless the Collateral is
perishable or threatens to decline speedily in value or is of a type customarily sold on a
recognized market, the Administrative Agent shall give to the applicable Grantor at least five (5)
Business Days prior written notice of the time and place of any public sale of Collateral or of the
time after which any private sale or any other intended disposition is to be made. Each Grantor
hereby acknowledges that five (5) Business Days prior written notice of such sale or sales shall be
reasonable notice. In addition, each Grantor waives any and all rights that it may have to a
judicial hearing in advance of the enforcement of any of the Administrative Agent’s rights and
remedies hereunder, including its right following an Event of Default to take immediate possession
of the Collateral and to exercise its rights and remedies with respect thereto.
16. Standards for Exercising Rights and Remedies. To the extent that applicable law
imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable
manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the
Administrative Agent (a) to fail to incur expenses reasonably deemed significant by the
Administrative Agent to prepare Collateral for disposition or otherwise to fail to complete raw
material or work in process into finished goods or other finished products for disposition, (b) to
fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if
not required by other law, to fail to obtain governmental or third party consents for the
collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise
collection remedies against account debtors or other persons obligated on Collateral or to fail to
remove Liens on or any adverse claims against Collateral, (d) to exercise collection remedies
against account debtors and other persons obligated on Collateral directly or through the use of
collection agencies and other collection specialists, (e) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the Collateral is of a
specialized nature, (f) to contact other persons, whether or not in the same business as such
Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire
one or more professional auctioneers to assist in the disposition of Collateral, whether or not the
collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites
that provide for the auction of assets of the types included in the Collateral or that have the
reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of
assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to
purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss,
collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed
return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by
the Administrative Agent, to obtain the services of brokers, investment bankers, consultants and
other professionals to assist the Administrative Agent in the collection or disposition of any of
the Collateral. Each Grantor acknowledges that the purpose of this §16 is to provide
non-exhaustive indications of what actions or omissions by the Administrative Agent would fulfill
the Administrative Agent’s duties under the Uniform Commercial Code of the State or any other
relevant jurisdiction in the Administrative Agent’s exercise of remedies against the Collateral and
that other actions or omissions by the Administrative Agent shall not be deemed to fail to fulfill
such duties solely on account of not being indicated in this §16. Without
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limitation upon the foregoing, nothing contained in this §16 shall be construed to grant any
rights to the Grantors or to impose any duties on the Administrative Agent that would not have been
granted or imposed by this Agreement or by applicable law in the absence of this §16.
17. No Waiver by Administrative Agent, etc. The Administrative Agent shall not be
deemed to have waived any of its rights and remedies in respect of the Obligations or the
Collateral unless such waiver shall be in writing and signed by the Administrative Agent with the
consent of the requisite Lenders. No delay or omission on the part of the Administrative Agent in
exercising any right or remedy shall operate as a waiver of such right or remedy or any other right
or remedy. 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. All rights and remedies of the Administrative Agent with respect
to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or
papers, shall be cumulative and may be exercised singularly, alternatively, successively or
concurrently at such time or at such times as the Administrative Agent deems expedient.
18. Suretyship Waivers by the Grantors. Each Grantor waives promptness, diligence,
presentment, demand, notice, protest, notice of acceptance of this Agreement, notice of loans made,
credit extended, Collateral received or delivered, notice of any Obligations incurred and any other
notice with respect to any of the Obligations and this Agreement and any requirement that any
Secured Party protect, secure, perfect or insure against any Lien, or any property subject thereto,
or exhaust any right or take any action against any Loan Party or any other Person (including any
other guarantor) or any Collateral securing the Obligations or other action taken in reliance
hereon and all other demands and notices of any description. With respect to both the Obligations
and the Collateral, each Grantor assents to any extension or postponement of the time of payment or
any other indulgence, to any substitution, exchange or release of or failure to perfect any
security interest in any Collateral, to the addition or release of any party or person primarily or
secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising
or adjusting of any thereof, all in such manner and at such time or times as the Administrative
Agent may deem advisable. The Administrative Agent shall have no duty as to the collection or
protection of the Collateral or any income therefrom, the preservation of rights against prior
parties, or the preservation of any rights pertaining thereto beyond the safe custody thereof as
set forth in §11.2. Each Grantor further waives any and all other suretyship defenses and all
defenses which may be available by virtue of any valuation, stay, moratorium law, or other similar
law now or hereafter in effect.
19. Marshaling. Neither the Administrative Agent nor any Secured Party shall be
required to marshal any present or future collateral security (including but not limited to the
Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to
such collateral security or other assurances of payment in any particular order, and all of the
rights and remedies of the Administrative Agent or any Secured Party hereunder and of the
Administrative Agent or any Secured Party in respect of such collateral security and other
assurances of payment shall be cumulative and in addition to all other rights and remedies, however
existing or arising. To the extent that it lawfully may, each Grantor hereby agrees that it will
not invoke any law relating to the marshaling of collateral which might cause delay in or impede
the enforcement of the Administrative Agent’s rights and remedies under this Agreement
-14-
or under any other instrument creating or evidencing any of the Obligations or under which any
of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof
is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably
waives the benefits of all such laws.
20. Proceeds of Dispositions; Expenses. Each Grantor shall pay to the Administrative
Agent on demand any and all expenses, including reasonable attorneys’ fees and disbursements,
incurred or paid by the Administrative Agent in protecting, preserving or enforcing the
Administrative Agent’s rights and remedies under or in respect of any of the Obligations or any of
the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or
sale or other disposition of Collateral shall, to the extent actually received in cash, be applied
to the payment of the Obligations in such order or preference as the Administrative Agent may
determine, proper allowance and provision being made for any Obligations not then due. Upon the
final payment and satisfaction in full of all of the Obligations and after making any payments
required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any
excess shall be returned to the Grantors. In the absence of final payment and satisfaction in full
of all of the Obligations, the Grantors shall remain liable for any deficiency.
21. Overdue Amounts. Until paid, all amounts due and payable by the Grantors
hereunder shall be a debt secured by the Collateral and shall bear, whether before or after
judgment, interest at the rate of interest set forth in §2.12(c) of the Credit Agreement.
22. Governing Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401
AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK). Each Grantor hereby
irrevocably and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party
may otherwise have to bring any action or proceeding relating to this Agreement against any such
Grantor or its properties in the courts of any jurisdiction. Each Grantor hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any court referred to in this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.
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23. Waiver of Jury Trial. EACH GRANTOR WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT
TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR
OBLIGATIONS HEREUNDER OR THE PERFORMANCE OR ENFORCEMENT OF ANY SUCH RIGHTS OR OBLIGATIONS. Except
as prohibited by law, each Grantor waives any right which it may have to claim or recover in any
litigation referred to in the preceding sentence any special, exemplary, punitive or consequential
damages or any damages other than, or in addition to, actual damages. Each Grantor (a) certifies
that neither the Administrative Agent or any Secured Party nor any representative, agent or
attorney of the Administrative Agent or any Secured Party has represented, expressly or otherwise,
that the Administrative Agent or any Secured Party would not, in the event of litigation, seek to
enforce the foregoing waivers or other waivers contained in this Agreement and (b) acknowledges
that, in entering into the Credit Agreement and the other Loan Documents to which the
Administrative Agent or any Secured Party is a party, the Administrative Agent and the Secured
Parties are relying upon, among other things, the waivers and certifications contained in this §23.
24. Amendments. No amendment to or waiver of any provision of this Agreement, nor
consent to any departure by any Grantor herefrom, shall in any event be effective unless the same
shall be made in accordance with Section 9.2(b) of the Credit Agreement and with the consent of the
Administrative Agent and the applicable Grantor, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given.
25. Additional Grantors. Other Subsidiaries of the Borrower (“Additional
Grantors”) may hereafter become parties to this Agreement by executing a counterpart hereof,
and there shall be no need to re-execute, amend or restate this Agreement in connection therewith.
Upon such execution and delivery by any Additional Grantor, such Additional Grantor shall be deemed
to have made the representations and warranties set forth in Sections 6 and 8
hereof, and shall be bound by all of the terms, covenants and conditions hereof to the same extent
as if such Additional Grantor had executed this Agreement as of the date hereof, and the
Administrative Agent, for itself and the benefit of the Secured Parties, shall be entitled to all
of the benefits of such Additional Grantor’s obligations hereunder.
26. Headings. The headings of each section of this Agreement are for convenience only
and shall not define or limit the provisions thereof.
27. Execution in Counterparts. This Agreement may be executed by the parties hereto
in several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or other electronic method transmission shall be
effective as delivery of a manually executed counterpart of this Agreement.
28. Severability. If any term of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and
this Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable
term had not been included herein.
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29. Miscellaneous. This Agreement and all rights and obligations hereunder shall be
binding upon each Grantor and its successors and assigns, and shall inure to the benefit of the
Administrative Agent, the Secured Parties and their respective successors and assigns. Each
Grantor acknowledges receipt of a copy of this Agreement.
30. Transitional Arrangements. This Agreement shall amend and restate in its entirety
the Existing Security Agreement on the Effective Date. On the Effective Date, all the rights and
obligations of the respective parties under the Existing Security Agreement shall be subsumed
within and governed by this Agreement; provided, that the provisions of the Existing
Security Agreement shall remain in full force and effect prior to the Effective Date, and that the
security interests granted pursuant to the Existing Security Agreement shall continue to be in
effect hereunder as set forth in §2.1(a).
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IN WITNESS WHEREOF, intending to be legally bound, each Grantor and the Administrative Agent
have caused this Agreement to be duly executed as of the date first above written.
| XXXXXX INTERACTIVE INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Interim Chief Financial Officer | |||
| XXXXXX INTERACTIVE INTERNATIONAL INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Interim Chief Financial Officer | |||
| XXXXXXXX WORLDWIDE, LLC | ||||
| By Xxxxxx Interactive Inc., its sole Member | ||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: Xxxx X. Xxxxxxxx | ||||
| Title: Interim Chief Financial Officer | ||||
| THE XXXXXXXX GROUP INTERNATIONAL, L.L.C. | ||||
| By Xxxxxxxx Worldwide, LLC, its sole Member | ||||
| By Xxxxxx Interactive Inc., its sole Member | ||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: Xxxx X. Xxxxxxxx | ||||
| Title: Interim Chief Financial Officer | ||||
| XXXXX XXXXXX & ASSOCIATES, INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Interim Chief Financial Officer | |||
[Signature Page to Master Security Agreement]
| GSBC OHIO CORPORATION |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Interim Chief Financial Officer | |||
| XXXXXX INTERACTIVE ASIA, LLC | ||||
| By Xxxxxxxx Worldwide, LLC, its sole Member | ||||
| By Xxxxxx Interactive Inc., its sole Member | ||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Interim Chief Financial Officer | |||
[Signature Page to Master Security Agreement]
| Accepted: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent |
||||
| By: | /s/ Xxxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxxx X. Xxxxx | |||
| Title: | Senior Vice President | |||
[Signature Page to Master Security Agreement]
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF NEW YORK |
) | |||
| ) | ss. | |||
COUNTY OF NEW YORK |
) |
On this 24th day of June, 2010, before me, the undersigned notary public, personally appeared
Xxxx X. Xxxxxxxx, proved to me through satisfactory evidence of identification, to be the person
whose name is signed on the preceding or attached document, and acknowledged to me that he signed
it voluntarily for its stated purpose as Interim Chief Financial Officer for XXXXXX INTERACTIVE
INC., a Delaware corporation, XXXXXX INTERACTIVE INTERNATIONAL INC., a Delaware corporation,
XXXXXXXX WORLDWIDE, LLC, a Delaware limited liability company, THE XXXXXXXX GROUP INTERNATIONAL,
L.L.C., a Delaware limited liability company, XXXXX XXXXXX & ASSOCIATES, INC., a New York
corporation, XXXXXX INTERACTIVE ASIA, LLC, a Delaware limited liability company, and GSBC OHIO
CORPORATION, a Ohio corporation.
| /s/ Xxxx Xxx Xxxxxxx (official signature and seal of notary) |
|||||
| My commission expires: | |||||
| [Notarial Seal] | |||||
[Acknowledgement to Master Security Agreement]
