Exhibit 10.27
TRADEMARK SECURITY AGREEMENT
WHEREAS, DSI Toys, Inc., a Texas corporation ("Grantor"), owns the
Trademarks, Trademark registrations, and Trademark applications listed on
SCHEDULE 1 annexed hereto, and is a party to the Trademark Licenses listed on
SCHEDULE 1 annexed hereto; and
WHEREAS, Grantor and SUNROCK CAPITAL CORP., a Delaware corporation
("GRANTEE"), are parties to a Loan and Security Agreement dated February 2, 1999
(as the same may be amended and in effect from time to time, the "LOAN
AGREEMENT"), providing that Grantee will make certain loans to Grantor; and
WHEREAS, pursuant to the terms of the Loan Agreement, Grantor has granted
to Grantee a security interest in all of the assets of Grantor including all
right, title and interest of Grantor in, to and under all of the following now
owned or hereafter created or acquired by Grantor: (a) all trademarks, trade
names, corporate names, company names, business names, fictitious business
names, trade styles, service marks, logos, other business identifiers, prints
and labels on which any of the foregoing have appeared or appear, all
registrations and recordings thereof, and all applications in connection
therewith including registrations, recordings and applications in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any State thereof or any other country or any political
subdivision thereof, including, without limitation, those described in SCHEDULE
1 annexed hereto; (b) all reissues, extensions or renewals thereof; (c) all
income, royalties, damages and payments now or hereafter due and/or payable
under any of the foregoing or with respect to any of the foregoing including
damages or payments for past or future infringements of any of the foregoing;
(d) the right to xxx for past, present and future infringements of any of the
foregoing; (e) all rights corresponding to any of the foregoing throughout the
world; (f) all goodwill associated with and symbolized by any of the foregoing
(items (a) - (g) above are collectively referred to hereto as "TRADEMARK"); (g)
Trademark registrations, (h) Trademark applications and (i) any written
agreement now or hereafter in existence granting to Grantor any right to use any
Trademark, including, without limitation, the agreements described in SCHEDULE 1
annexed hereto, together with the goodwill of the business symbolized by
Grantor's Trademarks, and all proceeds thereof, to secure the payment of all
amounts owing by Grantor under the Loan Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Grantee a continuing security interest in all of Grantor's right, title and
interest in, to and under the following (all of the following items or types of
property being herein collectively referred to as the "TRADEMARK Collateral"),
whether presently existing or hereafter created or acquired:
(1) each Trademark, Trademark registration and Trademark
application, including, without limitation, the Trademarks, Trademark
registrations (together with any reissues, continuations or extensions
thereof) and Trademark applications referred to in SCHEDULE 1 annexed
hereto, and all of the goodwill of the business connected with the use of,
and symbolized by, each Trademark, Trademark registration and Trademark
application;
TRADEMARK SECURITY AGREEMENT -Page 1
(2) each Trademark License and all of the goodwill of the business
connected with the use of, and symbolized by, each Trademark License; and
(3) all products and proceeds of the foregoing, including, without
limitation, any claim by Grantor against third parties for past, present
or future (a) infringement or dilution of any Trademark or Trademark
registration including, without limitation, the Trademarks and Trademark
registrations referred to in SCHEDULE 1 annexed hereto, the Trademark
registrations issued with respect to the Trademark applications referred
in SCHEDULE 1 and the Trademarks licensed under any Trademark License, or
(b) injury to the goodwill associated with any Trademark, Trademark
registration or Trademark licensed under any Trademark License.
This security interest is granted in conjunction with the security
interests granted to Grantee pursuant to the Loan Agreement. Grantor hereby
acknowledges and affirms that the rights and remedies of Grantee with respect to
the security interest in the Trademark Collateral made and granted hereby are
more fully set forth in the Loan Agreement, the terms and provisions of which
are incorporated by reference herein as if fully set forth herein.
IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement
to be duly executed by its duly authorized officer thereunto as of the 2nd day
of February, 1999.
DSI TOYS, INC.
By: /s/ M. D. XXXXX
M.D. Xxxxx
Chief Executive Officer
TRADEMARK SECURITY AGREEMENT -Page 2
ACKNOWLEDGMENT
STATE OF TEXAS ss.
ss.
COUNTY OF DALLAS ss.
This instrument was acknowledged before me on February 2, 1999, by M.D.
Xxxxx, Chief Executive Officer of DSI Toys, Inc., a Texas corporation, on behalf
of said corporation.
/s/ XXXXXXXX XXXXXXXXX
Notary Public in and for the State
of Texas
My Commission Expires:
_________________________
[XXXXXXXX XXXXXXXXX NOTARY PUBLIC STAMP]
TRADEMARK SECURITY AGREEMENT -Page 3
