TRADEMARK
COLLATERAL
SECURITY AND PLEDGE AGREEMENT
This TRADEMARK COLLATERAL SECURITY AND PLEDGE
AGREEMENT (together with all amendments, supplements and
modifications, if any, from time to time hereto, this “
Trademark Agreement ”), dated as of
July 7, 2009, is by the undersigned (each, an “
Assignor ” and, collectively, the “
Assignors ”) in favor of Wells Fargo Bank, National
Association, in its capacity as the collateral agent (in such
capacity, together with its successors and assignees, the “
Collateral Agent ”) for the Secured Parties (as
defined below).
WHEREAS , Real Mex Restaurants, Inc., a Delaware
corporation (the “ Issuer ”), the guarantors
party to the Indenture (as defined below) and Wells Fargo Bank,
National Association, as trustee (in such capacity, the “
Trustee ”) thereunder, are parties to that certain
indenture, dated as of even date herewith (as amended, restated,
modified, supplemented, renewed, refunded, replaced or refinanced
from time to time, the “ Indenture
”);
WHEREAS , the Assignors have executed and delivered to
the Collateral Agent, for the benefit of the Secured Parties, a
security agreement, dated as of even date herewith (as amended,
restated, supplemented or otherwise modified from time to time, the
“ Security Agreement ”), pursuant to which the
Assignors have granted to the Collateral Agent, for the benefit of
the Secured Parties, a security interest in certain of the
Assignors’ personal property and fixture assets, including,
without limitation, the trademarks, service marks, trademark and
service mark registrations, and trademark and service mark
registration applications listed on Schedule A attached
hereto, together with the goodwill appurtenant thereto, all to
secure the payment and performance of the Obligations (as defined
below);
WHEREAS , the Collateral Agent, the Trustee and General
Electric Capital Corporation, as Agent, have entered into the
Intercreditor Agreement, dated as of even date herewith (as
amended, supplemented or otherwise modified from time to time, the
“ Intercreditor Agreement ”);
WHEREAS , each Assignor is either the Issuer, the parent
of the Issuer, or a direct or indirect subsidiary of the Issuer and
as such will derive direct and indirect economic benefits from the
issuance of the Notes under the Indenture;
WHEREAS , the holders of the Note Obligations (the
“ Holders ”) have required, as a condition to
the purchase of the Notes under the Indenture, that each Assignor
grant to the Collateral Agent for the ratable benefit of the
Collateral Agent, the Trustee and the Holders (collectively, the
“ Secured Parties ”) a security interest in and
to the Pledged Trademarks (as defined herein); and
WHEREAS , this Trademark Agreement is supplemental to
the provisions contained in the Security Agreement;
NOW, THEREFORE , in consideration of the premises contained
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided therefor
in the Indenture. In addition, the following terms shall have the
meanings set forth in this §1 or elsewhere in this Trademark
Agreement referred to below:
Assignment of Marks . See §2.1.
Associated Goodwill . All goodwill of each Assignor and its
business, products and services appurtenant to, associated with or
symbolized by the Trademarks and the use thereof.
Materially Adverse Effect
. A materially adverse effect on the
properties, assets, financial condition or business of the Issuer
and its Restricted Subsidiaries or material impairment of the right
of the Issuer and its Restricted Subsidiaries, taken as a whole, to
carry on business substantially as now conducted by them, or any
questioning of the validity of this Trademark Agreement or any of
the other Note Documents, or any action taken or to be taken
pursuant hereto or thereto.
Obligations . All of the Note Obligations (including,
without limitation, the Issuer’s Obligations under or in
respect of the Notes (including any exchange notes issued from time
to time pursuant to any agreement to provide registration rights in
respect of the Notes)) and, in addition, with respect to any
Assignor that is a Guarantor of the Note Obligations, all
obligations and liabilities of such Assignor which may arise under
or in connection with such Guarantee or any other Note Document to
which such Assignor is a party, in each case whether on account of
guarantee obligations, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to any Secured
Party that are required to be paid by such Assignor pursuant to the
terms of this Trademark Agreement or any other Note
Document).
Pledged Trademarks . All of each Assignor’s right, title and
interest in and to all of the Trademarks, the Trademark
Registrations, the Trademark License Rights (other than those that
constitute Excluded Assets), the Trademark Rights, the Associated
Goodwill, the Related Assets, and all accessions to, substitutions
for, replacements of, and all products and proceeds of any and all
of the foregoing.
PTO .
The United States Patent and Trademark Office.
Related Assets . All assets, rights and interests of each
Assignor that uniquely reflect or embody the Associated Goodwill,
including the following:
(a) all patents, inventions, copyrights,
trade secrets, confidential information, formulae, methods or
processes, compounds, recipes, know-how, methods and operating
systems, drawings, descriptions, formulations, manufacturing and
production and delivery procedures, quality control procedures,
product and service specifications, catalogs, price lists, and
advertising materials, relating to the manufacture, production,
delivery, provision and sale of goods or services under or in
association with any of the Trademarks; and
(b) the following documents and things in
the possession or under the control of any Assignor, or subject to
its demand for possession or control, related to the production,
delivery, provision and sale by any Assignor, or any affiliate,
franchisee, licensee or contractor, of products or services sold by
or under the authority of any Assignor in connection with the
Trademarks or Trademark Rights, whether prior to, on or subsequent
to the date hereof:
(i) all lists, contracts, ancillary
documents and other information that identify, describe or provide
information with respect to any customers, dealers or distributors
of any Assignor, its affiliates or franchisees or licensees or
contractors, for products or services sold under or in connection
with the Trademarks or Trademark Rights, including all lists and
documents containing information regarding each customer’s,
dealer’s, supplier’s or distributor’s name and
address, credit, payment, discount, delivery and other sale terms,
and history, pattern and total of purchases by brand, product,
style, size and quantity;
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(ii) all agreements (including franchise
agreements), product and service specification documents and
operating, production and quality control manuals relating to or
used in the design, manufacture, production, delivery, provision
and sale of products or services under or in connection with the
Trademarks or Trademark Rights;
(iii) all documents and agreements relating
to the identity and locations of all sources of supply and all
terms of purchase and delivery, for all materials, components, raw
materials and other supplies and services used in the manufacture,
production, provision, delivery and sale of products or services
under or in connection with the Trademarks or Trademark Rights;
and
(iv) all agreements and documents
constituting or concerning the present or future, current or
proposed advertising and promotion by any Assignor (or any of its
affiliates, franchisees, licensees or contractors) of products or
services sold under or in connection with the Trademarks or
Trademark Rights.
Store . A particular restaurant at a particular
location that is owned or operated by Parent, the Issuer or one of
its Subsidiaries.
Trademark License Rights . Any and all past, present or future rights and
interests of any Assignor pursuant to any and all past, present and
future franchising or licensing agreements in favor of any
Assignor, or to which any Assignor is a party, pertaining to any
Trademarks, Trademark Registrations, or Trademark Rights owned or
used by third parties in the past, present or future, including the
right (but not the obligation) in the name of any Assignor or the
Collateral Agent to enforce, and sue and recover for, any breach or
violation of any such agreement to which any Assignor is a
party.
Trademark Registrations . All past, present or future federal, state,
local and foreign registrations of the Trademarks, all past,
present and future applications for any such registrations (and any
such registrations thereof upon approval of such applications),
including, without limitation, those set forth on
Schedule A , together with the right (but not the
obligation) to apply for such registrations (and prosecute such
applications) in the name of any Assignor or the Collateral Agent,
and to take any and all actions necessary or appropriate to
maintain such registrations in effect and renew and extend such
registrations.
Trademark Rights . Any and all past, present or future rights in,
to and associated with the Trademarks throughout the world, whether
arising under federal law, state law, common law, foreign law or
otherwise, including the following: all such rights arising out of
or associated with the Trademark Registrations; the right (but not
the obligation) to register claims under any state, federal or
foreign trademark law or regulation; the right (but not the
obligation) to sue or bring opposition or cancellation proceedings
in the name of any Assignor or the Collateral Agent for any and all
past, present and future infringements or dilution of or any other
damages or injury to the Trademarks, the Trademark Rights, or the
Associated Goodwill, and the rights to damages or profits due or
accrued arising out of or in connection with any such past, present
or future infringement, dilution, damage or injury; and the
Trademark License Rights.
Trademarks . All of the trademarks, service marks, designs,
logos, indicia, trade names, corporate names, company names,
business names, fictitious business names, trade styles, elements
of package or trade dress, and other source and product or service
identifiers, used or associated with or appurtenant to the
products, services and businesses of any Assignor, that (i) are set
forth on Schedule A hereto, or (ii) have been
adopted, acquired, owned, held or used by any Assignor or are now
owned, held or used by any Assignor, in any Assignor’s
business, or with any Assignor’s products and services, or in
which any Assignor has any right, title or interest, or
(iii) are in the future adopted, acquired, owned, held or used
by any Assignor in any Assignor’s business or with any
Assignor’s products and services, or in which any Assignor in
the future acquires any right, title or interest.
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Use .
With respect to any Trademark, all uses of such Trademark by, for
or in connection with any Assignor or its business or for the
direct or indirect benefit of any Assignor or its business,
including all such uses by such Assignor itself, by any of the
affiliates of any Assignor, or by any franchisee, licensee or
contractor of any Assignor.
Unless otherwise provided herein, the rules of
construction set forth in Section 1.04 of the Indenture shall
be applicable to this Trademark Agreement.
2. GRANT
OF SECURITY INTEREST .
2.1. Security Interest; Assignment of
Marks . As collateral security for the payment and performance
in full of all of the Obligations, each Assignor hereby
unconditionally grants to the Collateral Agent, for the benefit of
the Secured Parties, a continuing security interest in and first
priority lien (subject, as to priority, only to Permitted Prior
Liens) on all of such Assignor’s right, title and interest to
the Pledged Trademarks, and pledges and mortgages (but does not
transfer title to) such Assignor’s right, title and interest
to the Pledged Trademarks to the Collateral Agent for the benefit
of the Secured Parties. In addition, subject to the Intercreditor
Agreement, each Assignor hereby agrees upon the request of the
Collateral Agent following and during the continuance of an Event
of Default, to execute, and in addition hereby confirms that
pursuant to §10 hereof such Assignor has constituted and
appointed the Collateral Agent as such Assignor’s true and
lawful attorney-in-fact to execute on such Assignor’s behalf,
an assignment of federally registered trademarks and other
registered trademarks in substantially the form of
Exhibit 1 hereto (the “ Assignment of
Marks ”). Each Assignor hereby authorizes the Collateral
Agent to complete as assignee and record with the PTO and any other
relevant authority the Assignment of Marks upon the occurrence and
during the continuance of an Event of Default and the proper
exercise of the Collateral Agent’s remedies under this
Trademark Agreement and the other Security Documents.
Notwithstanding the foregoing, Excluded Assets
(as defined in the Indenture) shall not constitute Pledged
Trademarks.
2.2. Conditional Assignment . In addition
to, and not by way of limitation of, the grant, pledge and mortgage
of the Pledged Trademarks provided in §2.1, and subject to the
Intercreditor Agreement, each Assignor grants, assigns, transfers,
conveys and sets over to the Collateral Agent, for the benefit of
the Secured Parties, such Assignor’s entire right, title and
interest in and to the Pledged Trademarks; provided that
such grant, assignment, transfer and conveyance shall be and become
of force and effect only (i) upon or after the occurrence and
during the continuance of an Event of Default and (ii) either
(A) upon the written demand of the Collateral Agent at any
time during such continuance or (B) immediately and
automatically (without notice or action of any kind by the
Collateral Agent) upon an Event of Default for which acceleration
of the Notes is automatic under the Indenture or upon the sale or
other disposition of or foreclosure upon the Collateral pursuant to
the Security Documents, and applicable law (including the transfer
or other disposition of the Collateral by any Assignor to the
Collateral Agent or its nominee in lieu of foreclosure).
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2.3. Supplemental to Security Agreement .
Pursuant to the Security Agreement, each Assignor has granted to
the Collateral Agent, for the benefit of the Secured Parties, a
continuing security interest in and lien on such Assignor’s
right, title and interest to the Collateral (including the Pledged
Trademarks). The Security Agreement, and all rights and interests
of the Collateral Agent in and to the Collateral (including the
Pledged Trademarks) thereunder, are hereby ratified and confirmed
in all respects. In no event shall this Trademark Agreement, the
grant, assignment, transfer and conveyance of the Pledged
Trademarks hereunder, or the recordation of this Trademark
Agreement (or any document hereunder) with the PTO or any other
relevant authority, adversely affect or impair, in any way or to
any extent, the Security Agreement, the security interest of the
Collateral Agent in the Collateral (including the Pledged
Trademarks) pursuant to the Security Agreement and this Trademark
Agreement, the attachment and perfection of such security interest
under the Uniform Commercial Code of the State of New York or any
other relevant jurisdiction (including the security interest in the
Pledged Trademarks), or any present or future rights and interests
of the Collateral Agent in and to the Collateral (including the
Pledged Trademarks) under or in connection with the Security
Agreement, this Trademark Agreement or the Uniform Commercial Code
of the State of New York or any other relevant jurisdiction or
otherwise. Any and all rights and interests of the Collateral Agent
in and to the Pledged Trademarks (and any and all obligations of
each Assignor with respect to the Pledged Trademarks) provided
herein, or arising hereunder or in connection herewith, shall only
supplement and be cumulative and in addition to the rights and
interests of the Collateral Agent or any of the other Secured
Parties (and the obligations of each Assignor) in, to or with
respect to the Collateral (including the Pledged Trademarks)
provided in or arising under or in connection with the Security
Agreement or otherwise and shall not be in derogation
thereof.
3.
REPRESENTATIONS, WARRANTIES AND COVENANTS
.
Each Assignor represents, warrants and covenants
to the Secured Parties that: (i) Schedule A sets forth
a true and complete list of all material Trademarks and all
Trademark Registrations now owned, licensed, controlled or used by
any Assignor; (ii) the Trademarks and Trademark Registrations
are subsisting and have not been adjudged invalid or unenforceable,
in whole or in part, and there is no litigation or proceeding
pending concerning the validity or enforceability of the Trademarks
or Trademark Registrations that could be reasonably expected to,
either in any case or in the aggregate, have a Materially Adverse
Effect; (iii) to the best of each Assignor’s knowledge,
each of the Trademarks and Trademark Registrations is valid and
enforceable; (iv) to the best of each Assignor’s
knowledge, there is no infringement by others of the Trademarks,
Trademark Registrations or Trademark Rights that could be
reasonably expected to, either in any case or in the aggregate,
have a Materially Adverse Effect; (v) except as set forth on
Schedule B attached hereto, no claim has been made that
the use of any of the Trademarks does or may violate the rights of
any third Person, and to the best of each Assignor’s
knowledge, there is no infringement by any Assignor of the
trademark rights of others; (vi) the Assignors are the sole
and exclusive owners of the entire and unencumbered right, title
and interest in and to each of the Trademarks (other than ownership
and other rights reserved by third party owners with respect to
Trademarks that any Assignor is licensed to use), free and clear of
any Liens, including pledges, assignments, licenses, registered
user agreements and covenants by any Assignor not to sue third
Persons, other than (a) the security interest and assignment
created by the Security Agreement, this Trademark Agreement and any
Trademark License Rights, and (b) other Permitted Liens
(subject, as to priority, only to Permitted Prior Liens);
(vii) each Assignor has the unqualified right to enter into
this Trademark Agreement and to perform its terms and has entered
and will enter into written agreements with each of its present and
future employees, agents, consultants, licensors and licensees that
will enable them to comply with the covenants herein contained;
(viii) each Assignor has used, and will continue to use, proper
statutory and other appropriate proprietary notices in connection
with its use of the Trademarks; (ix) each Assignor has used,
and will continue to use for the duration of this Trademark
Agreement, consistent standards of quality in its manufacture and
provision of products and services sold or provided under the
Trademarks; (x) this Trademark Agreement, together with the
Security Agreement, will create in favor of the Collateral Agent
for the benefit of the Secured Parties a valid and perfected first
priority security interest (subject, as to priority, only to
Permitted Prior Liens) in the Pledged Trademarks (other than
foreign Trademarks) upon making the filings referred to in clause
(xi) of this §3; and (xi) except for the filing of
financing statements with the jurisdictions and filing offices set
forth on Schedule C attached hereto under the Uniform
Commercial Code and the recording of this Trademark Agreement with
the PTO, no authorization, approval or other action by, and no
notice to or filing with, any governmental or regulatory authority,
agency or office is required either (A) for the grant by each
Assignor or the effectiveness of the security interest and
assignment granted hereby or for the execution, delivery and
performance of this Trademark Agreement by each Assignor, or
(B) for the perfection of or the exercise by the Collateral
Agent of any of its rights and remedies hereunder, provided
that the representation, warranty and covenant in this clause
(xi) shall not apply to foreign Trademarks.
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Each Assignor hereby grants to the Collateral
Agent and its employees and agents the right to visit such
Assignor’s Stores and other facilities that prepare,
manufacture, inspect or store products sold under any of the
Trademarks, and to inspect the products and quality control records
relating thereto on reasonable advance notice to such Assignor and
at reasonable times during regular business hours.
5. NO
TRANSFER OR INCONSISTENT AGREEMENTS .
Without the Collateral Agent’s prior
written consent, no Assignor will enter into any agreement (for
example, a license agreement) that is inconsistent with any
Assignor’s obligations under this Trademark Agreement or the
Security Agreement. Notwithstanding anything herein to the
contrary, however, each Assignor shall have the right to enter into
licenses of the Pledged Trademarks in the ordinary course of
business in connection with franchise agreements permitted under
§28 of the Security Agreement and upon prior written notice to
the Collateral Agent.
6.
AFTER-ACQUIRED TRADEMARKS, ETC .
6.1. After-acquired Trademarks . If,
before the Obligations shall have been finally paid and satisfied
in full, any Assignor shall obtain any right, title or interest in
or to any other or new Trademarks, Trademark Registrations or
Trademark Rights, the provisions of this Trademark Agreement shall
automatically apply thereto and the Assignors shall provide to the
Collateral Agent notice thereof in writing not later than one month
after the last day of each fiscal quarter of the Issuer and execute
and deliver to the Collateral Agent such documents or instruments
as the Collateral Agent may reasonably request further to
implement, preserve or evidence the Collateral Agent’s
interest therein. In addition, on the Collateral Agent’s
reasonable written request (not to exceed four times per calendar
year so long as no Event of Default is continuing), the Assignors
shall promptly provide the Collateral Agent with a revised version
of Schedule A hereto showing any additions or
revisions to the Trademarks and Trademark Registrations then owned
by any Assignor.
6.2. Amendment to Schedule . Each
Assignor authorizes the Collateral Agent to modify this Trademark
Agreement and the Assignment of Marks, without the necessity of any
Assignor’s further approval or signature, by amending
Schedule A hereto and the Annex to the
Assignment of Marks to include any future or other Trademarks,
Trademark Registrations or Trademark Rights under §2 or this
§6.
7.
TRADEMARK PROSECUTION .
7.1. Assignors Responsible . Each
Assignor shall assume full and complete responsibility for the
prosecution, defense, enforcement or any other necessary or
desirable actions in connection with the Pledged Trademarks, and
shall hold each of the Collateral Agent and the Secured Parties
harmless from any and all costs, damages, liabilities and expenses
that may be incurred by the Collateral Agent or any other Secured
Parties in connection with the Collateral Agent’s interest in
the Pledged Trademarks or any other action or failure to act in
connection with this Trademark Agreement or the transactions
contemplated hereby. In respect of such responsibility and in the
event that trademark counsel is required, the Assignors shall
retain trademark counsel reasonably acceptable to the Collateral
Agent.
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7.2. Assignors’ Duties, etc . Each
Assignor shall have the right and the duty, subject to the last
sentence of §7.1, to prosecute diligently any trademark
registration applications of the Trademarks pending as of the date
of this Trademark Agreement or thereafter, to preserve and maintain
all rights in the Trademarks and Trademark Registrations, including
the filing of appropriate renewal applications and other
instruments to maintain in effect the Trademarks and Trademark
Registrations and the payment when due of all registration renewal
fees and other fees, taxes and other expenses that shall be
incurred or that shall accrue with respect to any of the Trademarks
or Trademark Registrations; provided that no Assignor shall
have the duty to take any action with respect to any Trademark
which has a minimal value or is otherwise no longer useful in the
business of the Issuer and its Subsidiaries. Any expenses incurred
in connection with such applications and actions shall be borne
jointly and severally by the Assignors. No Assignor shall abandon
any filed trademark registration application, or any Trademark
Registration or Trademark (other than any Trademark which has a
minimal value or is otherwise no longer useful in the business of
the Issuer and its Subsidiaries), without the consent of the
Collateral Agent, which consent shall not be unreasonably
withheld.
7.3. Assignors’ Enforcement Rights
. Each Assignor shall have the right and the duty, subject to the
last sentence of §7.1, to bring suit or other action in such
Assignor’s own name to maintain and enforce the Trademarks,
the Trademark Registrations and the Trademark Rights;
provided that no Assignor shall have the duty to take any
action with respect to any Trademark which has a minimal value or
is otherwise no longer useful in the business of the Issuer and its
Subsidiaries. Such Assignor may require the Collateral Agent to
join in such suit or action as necessary to assure such
Assignor’s ability to bring and maintain any such suit or
action in any proper forum if (but only if) the Collateral Agent is
completely satisfied that such joinder will not subject the
Collateral Agent or any Holder to any risk of liability. Each
Assignor shall promptly, upon demand, reimburse and indemnify the
Collateral Agent for all damages, costs and expenses, including
legal fees, incurred by the Collateral Agent pursuant to this
§7.3.
7.4. Protection of Trademarks, etc . In
general, each Assignor shall take any and all such actions
(including institution and maintenance of suits, proceedings or
actions) as may be necessary or appropriate to properly maintain,
protect, preserve, care for and enforce the Pledged Trademarks;
provided that no Assignor shall have the duty to take any
action with respect to any Trademark which has a minimal value or
is otherwise no longer useful in the business of the Issuer and its
Subsidiaries. No Assignor shall take or fail to take any action,
nor permit any action to be taken or not taken by others under its
control, that would adversely affect the validity, grant or
enforcement of the Pledged Trademarks; provided that no
Assignor shall have the duty to take any action with respect to any
Trademark which has a minimal value or is otherwise no longer
useful in the business of the Issuer and its
Subsidiaries.
7.5. Notification by Assignors . Promptly
upon obtaining knowledge thereof, the Assignors will notify the
Collateral Agent in writing of the institution of, or any final
adverse determination in, any proceeding in the PTO or any similar
office or agency of the United States or any foreign country, or
any court, regarding the validity of any of the Trademarks,
Trademark Registrations or Trademark Rights or any Assignor’s
rights, title or interests in and to the Pledged Trademarks, and of
any event that does or reasonably could materially adversely affect
the value of any of the Pledged Trademarks, the ability of any
Assignor or the Collateral Agent to dispose of any of the Pledged
Trademarks or the rights and remedies of the Collateral Agent in
relation thereto (including but not limited to the levy of any
legal process against any of the Pledged Trademarks).
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Upon the occurrence and during the continuance
of an Event of Default, subject to the Intercreditor Agreement, the
Collateral Agent shall have, in addition to all other rights and
remedies given it by this Trademark Agreement, the Security
Agreement or otherwise, those rights and remedies allowed by law
and the rights and remedies of a secured party under the Uniform
Commercial Code as enacted in the State of New York or any other
relevant jurisdiction, and, without limiting the generality of the
foregoing, the Collateral Agent may immediately, without demand of
performance and without other notice (except as set forth next
below) or demand whatsoever to any Assignor, all of which are
hereby expressly waived, sell or license at public or private sale
or otherwise realize upon the whole or from time to time any part
of the Pledged Trademarks, or any interest that any Assignor may
have therein, and after deducting from the proceeds of sale or
other disposition of the Pledged Trademarks all expenses incurred
by the Collateral Agent in attempting to enforce this Trademark
Agreement (including all reasonable expenses for broker’s
fees and legal services), shall transfer the residue of such
proceeds to the Trustee, which shall apply the residue of such
proceeds toward the payment of the Obligations in accordance with
the terms of the Indenture and the Intercreditor Agreement. Notice
of any sale, license or other disposition of the Pledged Trademarks
shall be given to the Assignors at least six (6) Business Days
before the time that any intended public sale or other public
disposition of the Pledged Trademarks is to be made or after which
any private sale or other private disposition of the Pledged
Trademarks may be made, which each Assignor hereby agrees shall be
reasonable notice of such public or private sale or other
disposition. At any such sale or other disposition, the Collateral
Agent may, to the extent permitted under applicable law, purchase
or license the whole or any part of the Pledged Trademarks or
interests therein sold, licensed or otherwise disposed of, subject
to the terms of the Intercreditor Agreement.
9.
COLLATERAL PROTECTION .
If any Assignor shall fail to do any act
that
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