{"id":41348,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/trademark-security-agreement-anntaylor-inc-and-bank-of-america.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"trademark-security-agreement-anntaylor-inc-and-bank-of-america","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/trademark-security-agreement-anntaylor-inc-and-bank-of-america.html","title":{"rendered":"Trademark Security Agreement &#8211; AnnTaylor Inc. and Bank of America NT&#038;SA"},"content":{"rendered":"<pre>              TRADEMARK SECURITY AGREEMENT\n     \n     \n     THIS TRADEMARK SECURITY AGREEMENT (as such agreement may be\namended, supplemented or otherwise modified from time to time,\nthis 'Trademark Security Agreement') made as of June 30, 1998, by\n      ----------------------------\nANNTAYLOR, INC., a Delaware corporation, with its principal place\nof business located at 142 West 57th Street, New York, New York\n10019 (the 'Borrower'), in favor of BANK OF AMERICA NATIONAL\n            --------\nTRUST AND SAVINGS ASSOCIATION ('Bank of America'), with an office\n                                ---------------\nlocated at 1455 Market Street, San Francisco, California 94103,\nin its capacity as the Administrative Agent for the Lenders under\nthe Credit Agreement (as defined below) (in such capacity, the\n'Administrative Agent').\n --------------------\n\n                        R E C I T A L S:\n     The Borrower, certain financial institutions currently and\nin the future to be parties to the Credit Agreement (such\nfinancial institutions being collectively, the 'Lenders'), the\nAdministrative Agent, BancAmerica Robertson Stephens, as Arranger\n(in such capacity, the 'Arranger'), Citicorp USA and First Union\n                        --------\nCapital Markets, in their respective capacities as Syndication\nAgents (in such capacities, the 'Syndication Agents'), and Bank\n                                 ------------------\nof America National Trust and Savings Association, Citibank, N.A.\nand First Union National Bank, in their respective capacities as\nIssuing Banks (in such capacities, the 'Issuing Banks'), have\n                                        -------------\nentered into a certain Credit Agreement, dated as of June 30,\n1998 (as such agreement may be amended, supplemented or otherwise\nmodified from time to time, the 'Credit Agreement'), which\n                                 -----------------\nprovides for the Lenders to make Loans to the Borrower and for\nthe Issuing Banks to issue Letters of Credit for the account of\nthe Borrower.  It is a condition precedent to the making of Loans\nand the issuance of Letters of Credit under the Credit Agreement\nthat the Borrower shall have executed and delivered this\nTrademark Security Agreement.\n\n     NOW, THEREFORE, in consideration of the above premises and\nin order to induce the Lenders to make Loans and each Issuing\nBank to issue Letters of Credit under the Credit Agreement, the\nBorrower hereby agrees with the Administrative Agent for its\nbenefit, for the benefit of the Lenders, the Issuing Banks, the\nArranger and the Syndication Agents, as follows:\n\n     1.   Defined Terms.\n          -------------\n     \n     (a)  Unless otherwise defined herein, the capitalized terms\nused herein which are defined in the Credit Agreement shall have\nthe meanings specified in the Credit Agreement.\n\n     (b)  The words 'hereof,' 'herein' and 'hereunder' and words\n                     ------     -----       ---------\nof like import when used in this Trademark Security Agreement\nshall refer to this Trademark Security Agreement as a whole and\nnot to any particular provision of this Trademark Security\nAgreement, and section references are to sections in this\nTrademark Security Agreement unless otherwise specified.\n\n===================================================================\n                                  -2-\n     (c)  All terms defined in this Trademark Security Agreement\nin the singular shall have comparable meanings when used in the\nplural, and vice versa, unless otherwise specified.\n            ---- -----\n\n     2.   Security Interest in Trademarks.\n          -------------------------------\n        \n        \n        To secure the prompt and complete payment, observance and\nperformance when due (whether at the stated maturity, by\nacceleration or otherwise) of all the Obligations, the Borrower\nhereby assigns and pledges to the Administrative Agent, and\nhereby grants to the Administrative Agent for its benefit and the\nbenefit of the Lenders, the Issuing Banks, the Arranger and the\nSyndication Agents, a security interest in all of the Borrower's\nright, title and interest in and to the following, whether\nnow-owned or existing or hereafter arising or acquired and\nwheresoever located (collectively, the 'Collateral'):\n                                        ----------\n\n     (a)  trademarks, trademark registrations, trade names and\ntrademark applications for any of the foregoing in the United\nStates Patent and Trademark Office or in any other office or with\nany other official anywhere in the world or which are used in the\nUnited States or any state, territory or possession thereof, or\nin any other place, nation or jurisdiction anywhere in the world,\nincluding, without limitation, the trademarks, trademark\nregistrations, service marks, service mark registrations and\napplications listed on Annex I, attached hereto and made a part\nhereof, and (i) all renewals thereof, (ii) all income, royalties,\ndamages and payments now and hereafter due and\/or payable with\nrespect thereto, including, without limitation, payments under\nall licenses entered into in connection therewith and damages and\npayments for past or future infringements thereof, (iii) the\nright to sue for past, present and future infringements thereof,\nand (iv) all rights corresponding thereto throughout the world\n(all of the foregoing trademarks, and trademark registrations,\ntrade names, service marks, service mark registration and\napplications, together with the items described in clauses (i)\nthrough (iv) in this subparagraph (a), are sometimes hereinafter\n                     ------------\nindividually and\/or collectively referred to as the\n'Trademarks');\n ----------\n\n     (b)  license agreements with any other party in connection\nwith any Trademarks or such other party's trademarks or trademark\napplications, whether the Borrower is a licensor or licensee\nunder any such license agreement, including, but not limited to,\nthe license agreements listed on Annex II attached hereto and\nmade a part hereof, and the right to prepare for sale, sell and\nadvertise for sale, all of the inventory now or hereafter owned\nby the Borrower and now or hereafter covered by such license\nagreements (all of the foregoing being hereinafter referred to\ncollectively as the 'Licenses'); and\n                     --------\n\n     (c)  the goodwill of the Borrower's business connected with\nand symbolized by the Trademarks;\n\n     \n     3.   Restrictions on Future Agreements.\n          ---------------------------------\n     \n     \n     The Borrower agrees that until all the Obligations shall\nhave been satisfied in full, no Letters of Credit are outstanding\nand the Credit Agreement shall have been terminated, the Borrower\nwill not, without the Administrative Agent's prior written\nconsent, abandon any Trademark, except as would not have a\n===================================================================\n                        -3-\n\nMaterial Adverse Effect, or enter into any agreement, including,\nwithout limitation, any license agreement (other than as\nnecessary to maintain or protect any Trademark), which is\ninconsistent with the Borrower's obligations under this Trademark\nSecurity Agreement, and the Borrower further agrees that it will\nnot take any action, or permit any action to be taken by any\nother Persons to the extent that such Persons are subject to its\ncontrol, including licensees, or fail to take any action, which\nwould affect the validity, priority, perfection or enforcement of\nthe rights transferred to the Administrative Agent under this\nTrademark Security Agreement, and any such agreement or action if\nit shall take place shall be null and void and of no effect\nwhatsoever.  Nothing in this Section 3 shall be deemed to prevent\n                             ---------\nthe Borrower from engaging in transactions permitted under\nSection 8.02(a)(iv) or (vi) of the Credit Agreement.\n--------------------------\n     \n\n     4.   New Trademarks.\n          --------------\n     \n     The Borrower represents and warrants that the Trademarks and\nLicenses listed on Annexes I and II constitute all of the\nsignificant trademarks, applications, trade names, service marks,\nservice mark registrations and trademark registrations now owned\nand material license agreements entered into by the Borrower.\nIf, before the Obligations shall have been satisfied in full, the\ncommitments of the Lenders to extend credit under the Credit\nAgreement shall have been terminated, the Letters of Credit shall\nhave expired or terminated and the Credit Agreement shall have\nbeen terminated, the Borrower shall, after the date hereof, (i)\nobtain rights to any new trademarks, trademark registrations,\ntrademark applications, service marks, service mark\nregistrations, or trade names, (ii) become entitled to the\nbenefit of any trademarks, trademark registrations, trademark\napplications, trade names, service marks, service mark\nregistrations, trademark licenses or trademark license renewals\nor (iii) enter into any new trademark license agreements, the\nprovisions of paragraph 2 above shall automatically apply\n              -----------\nthereto, and the Borrower shall give to the Administrative Agent\nprompt written notice thereof of all new trademark registrations\nand applications.  The Borrower hereby authorizes the\nAdministrative Agent to modify this Trademark Security Agreement\nby amending Annex I or II to include any future trademarks,\ntrademark applications, trade names, service marks, service mark\nregistrations, trademark registrations or license agreements that\nare the Trademarks or the Licenses, under paragraph 2 above or\n                                          ------------\nunder this paragraph 4.\n           -----------\n\n     5.   Additional Representations and Warranties.\n          -----------------------------------------\n     \n     The Borrower hereby represents, warrants, covenants and\nagrees that:\n\n     (a)  Except as otherwise provided or permitted herein or in\nthe Credit Agreement, it is and will continue to be the owner of\nall its right, title and interest in the Collateral so long as\nthe Trademarks and Licenses shall continue in force.  The\nTrademarks and Licenses are and shall continue to be free from\nany Lien in favor of a Person except for those Liens permitted by\nSection 8.02 of the Credit Agreement.\n------------\n====================================================================     \n                            -4-\n     \n     (b)  It has the full right and power to grant the security\ninterest in the Collateral made hereby.\n\n     \n     (c)  It has made no previous assignment, transfer or\nagreements in conflict herewith or constituting a present or\nfuture assignment, transfer, or encumbrance on any of the\nCollateral.\n\n     (d)  So long as any Obligations remain outstanding under the\nCredit Agreement, the commitments of the Lenders to extend credit\nunder the Credit Agreement have not been terminated, any Letter\nof Credit remains outstanding and the Credit Agreement has not\nterminated, it will not execute, and there will not be on file in\nany public office, any effective financing statement or other\ndocument or instrument covering the Collateral except as\notherwise contemplated or permitted hereby or by the Credit\nAgreement and the other Loan Documents.\n\n     \n     (e)  Subject to any limitation stated therein or in\nconnection therewith, all information furnished to the\nAdministrative Agent concerning the Collateral and proceeds\nthereof, for the purpose of obtaining credit or an extension of\ncredit, is, or will be at the time the same is furnished,\naccurate and correct in all material respects.\n\n     \n     \n     (f)  To the best of the Borrower's knowledge and belief\nfollowing diligent inquiry, no infringement or unauthorized use\npresently is being made of any of the Trademarks or Licenses\nwhich has or may reasonably be expected to have, alone or in the\naggregate, a Material Adverse Effect.  The Borrower has advised\nthe Administrative Agent of the existence of material\nrestrictions on the use of the Trademark and Licenses as may be\ncontained in the Borrower's franchise agreements and license\nagreements relating to the use of the Trademarks and Licenses.\n\n     \n     (g)  The Borrower will not sell, assign or otherwise\ntransfer any of its right, title or interest in any of the\nCollateral except as permitted by the Credit Agreement and\nprovided that to the extent it sells, assigns or otherwise\ntransfers any of its right, title or interest in any of the\nCollateral to any Subsidiary Guarantor, such Subsidiary Guarantor\nshall have (i) entered into a trademark security agreement\nsubstantially similar in form and substance to this Agreement and\n(ii) taken all other actions necessary or desirable to perfect\nsuch security interest, including, without limitation, any\nfilings with the United States Patent and Trademark Office, any\nfilings and registrations with the United States Copyright Office\nand any filings under the Uniform Commercial Code in effect in\neach relevant jurisdiction.\n\n     6.   Royalties; Term.\n          ----------------\n     \n     (a) The Borrower hereby agrees that any rights granted\nhereunder to the Administrative Agent for the benefit of the\nAdministrative Agent, the Lenders, the Issuing Banks, the\nArranger and the Syndication Agents with respect to all the\nCollateral as described above shall be worldwide and without any\nliability for royalties or other related charges from the\nAdministrative Agent to the Borrower.\n================================================================\n                          -5-\n     \n     \n     (b) The term of the security interest granted herein shall\nextend until the earlier of (i) the expiration or abandonment of\neach of the Trademarks and Licenses subject to this Trademark\nSecurity Agreement, or (ii) the payment in full of the\nObligations, the termination of the commitments of the Lenders to\nextend credit under the Credit Agreement, the termination or\nexpiration of all Letters of Credit and the termination of the\nCredit Agreement.\n\n     \n     7.   The Administrative Agent's Right to Inspect.\n          --------------------------------------------\n     \n     Subject to Section 7.06 of the Credit Agreement, the\nAdministrative Agent and the Lenders shall have the right, at any\ntime and from time to time, to inspect the Borrower's premises\nand to examine the Borrower's books, records and operations,\nincluding, without limitation, the Borrower's merchandise quality\ncontrol processes upon reasonable notice and at such reasonable\ntimes and as often as may be reasonably requested.  The Borrower\nagrees (i) not to sell or assign its interest in, or grant any\nlicense under, the Collateral without the prior written consent\nof the Administrative Agent except as otherwise permitted under\nSections 8.02 and 8.03 of the Credit Agreement; and (ii) to\nmaintain the quality of any and all merchandise in connection\nwith which the Trademarks are used, substantially consistent with\nor better than the quality of said merchandise as of the date\nhereof.\n\n     8.   Termination of Security Interest.\n          --------------------------------\n     \n     This Trademark Security Agreement is made for collateral\npurposes only.  Upon payment in full of the Obligations, the\ntermination of the commitments of the Lenders to extend credit\nunder the Credit Agreement, the termination or expiration of all\noutstanding Letters of Credit and termination of the Credit\nAgreement, the Administrative Agent shall, at the Borrower's sole\ncost and expense, execute and deliver to the Borrower all\ntermination statements, releases or other instruments as may be\nnecessary or proper to re-vest in the Borrower (without recourse\nto or warranty by the Administrative Agent) full title to the\nCollateral granted hereby, subject to any disposition thereof\nwhich may have been made by the Administrative Agent pursuant\nhereto or pursuant to the Credit Agreement.\n\n     \n     9.   Duties of the Borrower.\n          ----------------------\n     \n     The Borrower shall have the duty (i) to prosecute diligently\nany trademark application that is part of the Trademarks pending\nas of the date hereof or thereafter until the obligations shall\nhave been paid in full, (ii) to make applications on trademarks,\nas appropriate, and (iii) to preserve and maintain all rights in\ntrademark applications, trademarks, trademark registrations,\nservice marks, and service mark registrations, that are part of\nthe Trademarks except, in the case of (i) or (iii), where the\nfailure to do so would not have or be reasonably expected to have\na Material Adverse Effect.  Any expenses incurred in connection\nwith such applications shall be borne by the Borrower.  The\nBorrower agrees to retain an experienced trademark attorney for\nthe filing and prosecution of all such applications and other\nproceedings.  The Borrower shall not abandon any right to file a\ntrademark application in the United States or any pending\ntrademark application in any country without the prior written\nconsent of the Administrative Agent except as would not have or\n===================================================================\n                                 -6-\n\nbe reasonably expected to have a Material Adverse Effect.  If the\nBorrower fails to comply with any of the foregoing duties, the\nAdministrative Agent shall have the right (but shall not be\nobligated) to do so in the Borrower's name to the extent\npermitted by law, but at the Borrower's expense, and the Borrower\nhereby agrees to reimburse the Administrative Agent in full for\nall expenses, including the fees and disbursements of counsel\nincurred by the Administrative Agent in protecting, defending and\nmaintaining the Collateral.  In the event that the Borrower shall\nfail to pay when due any fees required to be paid by it\nhereunder, or shall fail to discharge any Lien prohibited hereby,\nor shall fail to comply with any other duty hereunder, the\nAdministrative Agent may, but shall not be required to, pay,\nsatisfy, discharge or bond the same for the account of the\nBorrower, and all monies so paid out shall be Obligations of the\nBorrower repayable on demand, together with interest at the\nfluctuating rate applicable to Base Rate Loans under the Credit\nAgreement.\n\n     \n     \n     10.  The Administrative Agent's Right to Sue.\n          ---------------------------------------\n     \n     From and after the occurrence and during continuance of an\nEvent of Default, the Administrative Agent shall have the right,\nbut shall in no way be obligated, to bring suit in its own name\nfor its own benefit and for the benefit of the Lenders and the\nIssuing Banks to enforce the Trademarks and Licenses, and if the\nAdministrative Agent shall commence any such suit, the Borrower\nshall, at the request of the Administrative Agent, do any and all\nlawful acts and execute any and all proper documents required by\nthe Administrative Agent in aid of such enforcement.  The\nBorrower shall, upon demand, promptly reimburse the\nAdministrative Agent for all costs and expenses incurred by\nAdministrative Agent pursuant to the terms of the Credit\nAgreement.\n\n     11.  Waivers.\n          -------\n     \n     No course of dealing among the Borrower, the Administrative\nAgent, the Lenders, the Issuing Banks, the Arranger, the\nSyndication Agents or any of them, and no failure to exercise,\nnor any delay in exercising, on the part of the Administrative\nAgent, the Lenders, the Issuing Banks, the Arranger, the\nSyndication Agents, any right, power or privilege hereunder or\nunder the Credit Agreement shall operate as a waiver thereof; nor\nshall any single or partial exercise of any right, power or\nprivilege hereunder or thereunder preclude any other or further\nexercise thereof the exercise of any other right, power or\nprivilege.\n\n\n     12.  Cumulative Remedies; Power of Attorney; Effect On Other\n          -------------------------------------------------------\nAgreements.\n----------\n     \n     \n     All of the Administrative Agent's rights and remedies with\nrespect to the Collateral, whether established hereby, by the\nCredit Agreement, by the Collateral Documents, by any other\nagreements or by law shall be cumulative and may be exercised\nsingularly or concurrently.  Upon the occurrence and during the\ncontinuance of an Event of Default and the giving by the\nAdministrative Agent of written notice to the Borrower of the\nAdministrative Agent's intention to enforce its right and claims\nagainst the Borrower, the Borrower hereby authorizes the\nAdministrative Agent to make, constitute and appoint any officer\nor agent of the Administrative Agent as the Administrative Agent\nmay select, in its sole discretion, as the Borrower's true and\n===================================================================\n                          -7-\n\nlawful attorney-in-fact, with power (but not the obligation) to\n(i) endorse the Borrower's name on all applications, documents,\npapers and instruments necessary or desirable for the\nAdministrative Agent in the use of the Collateral, or (ii) take\nany other actions with respect to the Collateral as the\nAdministrative Agent deems in the best interest of the\nAdministrative Agent, the Lenders and the Issuing Banks or (iii)\ngrant or issue any exclusive or non-exclusive license under the\nCollateral to anyone, or (iv) assign, pledge, convey or otherwise\ntransfer title in or dispose of the Collateral to anyone free and\nclear of any encumbrance upon title thereof (other than any\nencumbrance created hereby).  The Borrower hereby ratifies all\nthat such attorney shall lawfully do or cause to be done by\nvirtue hereof.  This power of attorney shall be irrevocable until\nthe Obligations have been paid in full, the commitments of the\nLenders to extend credit under the Credit Agreement have been\nterminated, no Letters of Credit are outstanding and the Credit\nAgreement has been terminated.  The Borrower acknowledges and\nagrees that this Trademark Security Agreement is not intended to\nlimit or restrict in any way the rights and remedies of the\nAdministrative Agent and the Lender under the Loan Documents but\nrather is intended to facilitate the exercise of such rights and\nremedies.  The Administrative Agent, the Lenders, the Issuing\nBanks, the Arranger and the Syndication Agents shall have, in\naddition to all other rights and remedies given it by the terms\nof this Trademark Security Agreement, all rights and remedies\nallowed by law and the rights and remedies of a secured party\nunder the Uniform Commercial Code as enacted in any jurisdiction\nin which the Collateral may be located.  Recourse to security\nwill not be required at any time.\n\n     \n     \n     13.  Binding Effect; Benefits.\n          -------------------------\n     \n     This Trademark Security Agreement shall be binding upon the\nBorrower and its successors and assigns, and shall inure to the\nbenefit of the Administrative Agent, the Lenders, the Issuing\nBanks, the Arranger and the Syndication Agents.  The Borrower's\nsuccessors and assigns shall include, without limitation, a\nreceiver, trustee or debtor-in-possession of or for the Borrower.\n\n     \n     \n     14.  Expenses.\n          ---------\n     \n     The Borrower shall upon written demand pay to the\nAdministrative Agent the amount of any and all expenses,\nincluding the fees and disbursements of its counsel and of any\nexperts and agents, as provided in Section 12.03 of the Credit\nAgreement.\n\n     \n     \n     15.  Amendments, Etc.\n          ----------------\n     No amendment or waiver of any provision of this Trademark\nSecurity Agreement nor consent to any departure by the Borrower\nherefrom shall in any event be effective unless the same shall be\nin writing and signed by the party to be charged therewith, and\nthen such waiver or consent shall be effective only in the\nspecific instance and for the specific purpose for which given.\n\n=================================================================\n                          -8-\n     \n     \n     16.  Notices.\n          -------\n     \n     All notices and other communications provided for hereunder\nshall be given in the manner set forth in the Credit Agreement\nand to the addresses first above written or, as to each party, at\nsuch other address as may be designated by such party in a\nwritten notice to the other party.\n\n     \n     17.  Applicable Law; Severability.\n          -----------------------------\n     \n     This Trademark Security Agreement shall be construed in all\nrespects in accordance with, and governed by, the laws of the\nState of New York.  Whenever possible, each provision of this\nTrademark Security Agreement shall be interpreted in such a\nmanner as to be effective and valid under applicable law, but if\nany provision of this Trademark Security Agreement shall be\nprohibited by or invalid under applicable law, such provision\nshall be ineffective only to the extent of such prohibition or\ninvalidity, without invalidating the remainder of such provisions\nor the remaining provisions of this Trademark Security Agreement.\n\n     \n     18.  Consent to Jurisdiction and Service of Process; Waiver\n          ------------------------------------------------------\nof Jury Trial.\n-------------\n     \n     ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST EACH PARTY HERETO\nWITH RESPECT TO THIS TRADEMARK SECURITY AGREEMENT OR ANY NOTE OR\nANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL\nCOURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY\nEXECUTION AND DELIVERY OF THIS TRADEMARK SECURITY AGREEMENT, EACH\nPARTY HERETO ACCEPTS, FOR ITSELF AND IN CONNECTION WITH ITS\nPROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE\nJURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO\nBE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN CONNECTION\nWITH THIS TRADEMARK SECURITY AGREEMENT OR ANY NOTE OR ANY OF THE\nOTHER LOAN DOCUMENTS FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS\nAVAILABLE.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE\nOF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION\nOR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR\nCERTIFIED MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS SPECIFIED\nON THE FIRST PAGE HEREOF, SUCH SERVICE TO BECOME EFFECTIVE TEN\n(10) DAYS AFTER SUCH MAILING.  EACH OF BORROWER, THE\nADMINISTRATIVE AGENT, THE ARRANGER, THE SYNDICATION AGENT AND THE\nLENDERS IRREVOCABLY WAIVES (A) TRIAL BY JURY IN ANY ACTION OR\nPROCEEDING WITH RESPECT TO THIS TRADEMARK SECURITY AGREEMENT OR\nANY OTHER LOAN DOCUMENT, AND (B) ANY OBJECTION (INCLUDING WITHOUT\nLIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE\nGROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER\n           --------------------\nHAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH\nRESPECT TO THIS TRADEMARK SECURITY AGREEMENT OR ANY OTHER LOAN\nDOCUMENT IN ANY JURISDICTION SET FORTH ABOVE.  NOTHING HEREIN\nSHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER\nPERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY LENDER TO BRING\nPROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER\nJURISDICTION.\n=====================================================================\n                             -9-\n     \n     \n     19.  Waiver of Notice, Hearing and Bond.\n          -----------------------------------\n     \n     THE BORROWER WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY\nKIND PRIOR TO THE EXERCISE BY THE ADMINISTRATIVE AGENT OR THE\nLENDERS OF ITS RIGHTS, FROM AND AFTER THE OCCURRENCE OF AN EVENT\nOF DEFAULT, TO REPOSSESS THE COLLATERAL WITH JUDICIAL PROCESS OR\nTO REPLEVY, ATTACH OR LEVY UPON THE COLLATERAL.  THE BORROWER\nWAIVES THE POSTING OF ANY BOND OTHERWISE REQUIRED OF THE\nADMINISTRATIVE AGENT OR THE LENDERS IN CONNECTION WITH THE\nJUDICIAL PROCESS OR PROCEEDING TO OBTAIN POSSESSION OF, REPLEVY,\nATTACH, OR LEVY UPON THE COLLATERAL TO ENFORCE ANY JUDGMENT OR\nOTHER COURT ORDER ENTERED IN FAVOR OF THE ADMINISTRATIVE AGENT OR\nTHE LENDER OR TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY\nRESTRAINING ORDER PRELIMINARY OR PERMANENT INJUNCTION, THIS\nTRADEMARK SECURITY AGREEMENT.\n\n     \n     \n     20.  Advice of Counsel.\n          -----------------\n     \n     THE BORROWER REPRESENTS TO THE ADMINISTRATIVE AGENT THAT IT\nHAS DISCUSSED THIS TRADEMARK SECURITY AGREEMENT WITH ITS\nATTORNEYS.\n     \n     \n     21.  Governing Provisions.\n          -------------------- \n     \n     To the extent any provisions of this Trademark Security\nAgreement are inconsistent with any provisions in the Borrower\nSecurity Agreement, the provisions of this Trademark Security\nAgreement shall govern.\n\n     22.  Section Titles.\n          --------------\n     \n     The section titles herein are for convenience and reference\nonly and shall not affect in any way the interpretation of any of\nthe provisions hereof.\n\n==================================================================\n                          -10-\n\n     IN WITNESS WHEREOF, the Borrower has caused this Trademark\nSecurity Agreement to be duly executed and delivered by its\nofficer thereunto duly authorized as of the day first above\nwritten.\n\n\n                              ANNTAYLOR, INC.\n\n                              By:   \/s\/Walter J. Parks\n                                    ------------------\n                              Name: Walter J. Parks\n                              Title: Senior Vice President-\n                                     Chief Financial Officer\n\nAttest:\n\n____________________________\n\nAgreed and accepted to as of\nthe date first above written:\nBANK OF AMERICA NATIONAL TRUST\n  AND SAVINGS ASSOCIATION, as Administrative Agent\n\nBy:  \/s\/ Dietmar Schiel                              \n     --------------------\nName:    Dietmar Schiel\nTitle:   Vice President\n========================================================================\n                             -11-\n\nSTATE OF NEW YORK   )\n                    )  ss.:\nCOUNTY OF NEW YORK  )\n\n     The foregoing Trademark Security Agreement was\nexecuted and acknowledged before me this 30th day of June \n                                         ----        ----\n1998, by Walter J. Parks personally known to me to be\n         ---------------\nthe SVP-CFO of AnnTaylor, Inc., a Delaware\n    -------\ncorporation, on behalf of such corporation.\n\n\n(SEAL)\n                                   \/s\/Adrienne M. Klein\n                                   _________________________\n                                   Notary Public\n                                   New York County, New York\n                                   My Commission Expires:\n                                   September 8, 1999\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6710,6846],"corporate_contracts_industries":[9415,9494],"corporate_contracts_types":[9560,9570],"class_list":["post-41348","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-anntaylor-stores-corp","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-retail__clothing","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41348","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41348"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41348"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41348"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41348"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}