LETTER OF REAFFIRMATION OF ABSOLUTE ASSIGNMENT OF FRANCHISEE NOTES AND PROCEEDS DUE, ASSIGNMENT OF RENTS AND SUBLEASES, PLEDGE AGREEMENT, AND UNITED STATES TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
EXHIBIT
10.5
LETTER
OF REAFFIRMATION OF ABSOLUTE ASSIGNMENT OF FRANCHISEE NOTES AND PROCEEDS DUE,
ASSIGNMENT OF RENTS XXX XXXXXXXXX, XXXXXX XXXXXXXXX, XXX XXXXXX XXXXXX TRADEMARK
COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
DATED: As
of November 11, 2009
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TO:
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Manufacturers
and Traders Trust Company
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Xxx
X & X Xxxxx, Xxxxxxx, Xxx Xxxx
00000
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Re: REAFFIRMATION of ABSOLUTE ASSIGNMENT
OF FRANCHISEE NOTES AND PROCEEDS DUE, ASSIGNMENT OF RENTS XXX XXXXXXXXX, XXXXXX
XXXXXXXXX, XXX XXXXXX XXXXXX TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY
AGREEMENT (collectively, the "Security Documents") made to MANUFACTURERS AND
TRADERS TRUST COMPANY (the “Bank") dated as of August 7,
2007 in connection with loans made to EMERGING VISION, INC. (“Borrower”) by
Manufacturers and Traders Trust Company (collectively, the
“Loan”).
Dear
Sirs:
Each of
the undersigned hereby reaffirms and ratifies all the terms, conditions,
representations, and covenants contained in the Security Documents and certifies
that there are no defenses, offsets, or counterclaims thereto as of the date
hereof.
Each of
the undersigned further covenants and agrees (i) that the security interests
granted to Manufacturers and Traders Trust Company by the Security Documents and
respectively as appropriate perfected by subsequent UCC-1 filings, remain in
full force and effect as set forth therein and that same continue to constitute
a binding first security interest in the stated assets of each of the
undersigned securing the Borrower’s and each of the undersigned’s debt to
Manufacturers and Traders Trust Company and that they are unaffected by the
execution of that certain ALLONGE TO NOTE and that certain LIMITED WAIVER AND
AMENDMENT AGREEMENT evidencing, among other things, (i) the reduction of the
Principal amount of the Loan as set forth therein and (ii) the waiver of certain
financial covenants for fiscal period ended 9/30/09, and any related documents,
each dated of even date herewith, copies of which each of the undersigned
acknowledges having received and reviewed, and (ii) that the Security Documents
are in full force and effect.
Very
truly yours,
EMERGING
VISION, INC.
By: /s/ Xxxxxxxxxxx X.
Xxxxx
Xxxxxxxxxxx X. Xxxxx, CEO
OG
ACQUISITION, INC.
By: /s/ Xxxxx X.
Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Financial
Officer
