Exhibit 10.45
SECURITY AGREEMENT
(TRADEMARKS)
WHEREAS, OPBIZ, L.L.C., a Nevada limited liability company (herein referred to as “Grantor”), has adopted, used and is using the trademarks listed on the annexed Schedule 1 annexed hereto as part hereof, which trademarks are registered in the United States Patent and Trademark Office (the “Trademarks”);
WHEREAS, Grantor is obligated to Column Financial, Inc., (referred to herein as the “Grantee”) as defined in the Security Agreement dated as of November [ ], 2006 (the “Security Agreement”) among Grantor, the other Pledgors named therein and the Grantee for the payment and performance of the Secured Obligations (as defined in the Security Agreement); and
WHEREAS, pursuant to the Security Agreement, Grantor has granted to Grantee a security interest in, and mortgage on, all right, title and interest of Grantor in and to the Trademarks, together with the goodwill of the business symbolized by the Trademarks and the applications and registrations thereof, and all proceeds thereof, including, without limitation, any and all causes of action which exist by reason of infringement thereof (the “Collateral”), to secure the payment, performance and observance of the Secured Obligations;
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Grantor does hereby further grant to Grantee a security interest in, and mortgage on, the Collateral to secure the prompt payment, performance and observance of the Secured Obligations.
Grantor does hereby further acknowledge and affirm that the rights and remedies of Grantee with respect to the assignment of, security interest in and mortgage on the Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.
Grantee’s address is 11 Madison Avenue, New York, New York 10010.
IN WITNESS WHEREOF, Grantor has caused this Security Agreement to be duly executed by its officer thereunto duly authorized as of the day of November, 2006.
OPBIZ, L.L.C., a Nevada limited liability company | ||
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STATE OF | ) |
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County of | ) |
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This instrument was acknowledged before me on , 200 , by , as of , a[n] limited liability company, on behalf of such company.
(SEAL) |
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| Notary Public |
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My commission will expire: |
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SCHEDULE 1 TO SECURITY AGREEMENT
TRADEMARKS
Trademark |
| Application/Registration No. |
| Issue/Filing Date |
Aladdin |
| Reg. # 1,781,854 |
| July 13, 1993 |
Aladdin |
| Reg. # 1,779,369 |
| June 29, 1993 |
Aladdin (stylized letters) |
| Reg. # 1,781,855 |
| July 3, 1993 |
Aladdin (stylized letters) |
| Reg. # 2,636,409 |
| October 15, 2002 |
Aladdin (stylized letters) |
| Reg. # 2,628,932 |
| October 1, 2002 |
Aladdin and Design |
| Ser. # 75-936-971 |
| March 6, 2000 |
Aladdin and Design |
| Reg. # 2,628,854 |
| October 1, 2002 |
Aladdin and Design |
| Reg. # 2,632,473 |
| October 8, 2002 |
Aladdin Las Vegas and Design |
| Reg. # 2,628,853 |
| October 1, 2002 |
Club Aladdin |
| Reg. # 2,580,871 |
| June 18, 2002 |
Curve |
| Reg. # 2,706,903 |
| April 15, 2003 |
Curve Nightlife Evolved and Design |
| Reg. # 2,704,444 |
| April 18, 2003 |
Ebony Horse Bar |
| Reg. # 2,678,663 |
| January 21, 2003 |
Elements |
| Reg. # 2,515,362 |
| December 4, 2001 |
No Risk Slots |
| Reg. # 2,761,456 |
| September 9, 2003 |
Roc Bar |
| Reg. # 2,734,651 |
| July 8, 2003 |
Sinbad’s Palace |
| Reg. # 2,549,131 |
| March 19, 2002 |
Spice Market Buffet |
| Reg. # 2,699,487 |
| March 25, 2003 |
Tangiers |
| Ser. # 76-069,802 |
| June 12, 2000 |
Towering Palms Bar & Grill |
| Reg. # 2,638,236 |
| October 22, 2002 |
Tremezzo |
| Reg. # 2,514,613 |
| December 4, 2001 |
Where Wishes Come True |
| Reg. # 2,491,106 |
| September 18, 2001 |
Where Wishes Come True |
| Reg. # 2,764,504 |
| September 16, 2003 |
The Sunset Strip Band |
| Ser.# 78-736,141 |
| October 19, 2005 |