the parties, and their respective permitted successors,
transferees and assigns; provided, however, that subject to paragraph 13.11
herein, Licensee may not assign all or any portion of this Agreement without the
express prior written consent of Licensor, which consent may be given or
withheld in Licensor's absolute discretion.
13.11
This Agreement may not be transferred or assigned by
Licensee to an unrelated third
18
party other than in connection with the sale, disposition or merger of
Licensee's company or business, or encumbered by a third party, except with
Licensor's consent.
The following circumstances shall not be deemed to be an
assignment, and shall not require Licensor's consent
A.
THE SALE OR DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE VOTING STOCK OR ASSETS OF LICENSEE; OR
B.
A PUBLIC OFFERING OR SALE TO
UNDERWRITERS OF CAPITAL STOCK BY LICENSEE OR ANY SUCCESSOR THERE­TO OR ANY
ACQUISITIONS BY OR OF LICENSEE THROUGH MERGER, PURCHASE OF ASSETS OR OTHERWISE
EFFECTED IN WHOLE OR IN PART BY ISSUANCE OR REISSUANCE OF LICENSEE'S SHARES OF
CAPITAL STOCK.
13.12
Licensee agrees to comply, at its own expense, with
all laws, ordinances, rules, regulations, and other requirements, relating to
Licensee's providing of Licensed Services, of all governmental units having
jurisdiction pertaining to this Agreement.
13.13
Each party shall be responsible for any duties, taxes
or penalties imposed by any government on its respective products.
13.14
Except as expressly identified herein, there are and
shall be no third party beneficiaries of this Agreement.
[Signature page to follow.]
19
IN WITNESS WHEREOF, the parties hereto have caused this Second Amended and
Restated Trademark License Agreement to be duly executed as of the date and year
first written above.
LA QUINTA WORLDWIDE, LLC
By:
/s/ STEVEN J. FLOWERS
Name: Steven J. Flowers
Title:
Vice President, Secretary and
Assistant Treasurer
LQC LEASING, LLC
By:
LA QUINTA CORPORATION
Its:
Sole Member
By:
/s/ DAVID L. REA
Name: David L. Rea
Title:
Executive Vice President, Chief
Financial Officer and Treasurer
20
SCHEDULE A
Trademarks
Country
Trademark
Registration No./Serial No.
Argentina
LA QUINTA
1,656,347
LA QUINTA INN & DESIGN
1,656,565
Bahamas
LA QUINTA
17,113
Belize
LA QUINTA
7147
Bermuda
LA QUINTA
26748
Bolivia
LA QUINTA
62104-C
Brazil
LA QUINTA
817936351
LA QUINTA INN & WINDOW DESIGN
817936360
Canada
LA QUINTA
TMA364525
TELQUIK
111398200
LQ LA QUINTA INN &SUITES & DESIGN
111008400
RETURNS
111398100
LA QUINTA INN & DESIGN
111008500
A-1
Chile
LA QUINTA INN & WINDOW DESIGN
443.213
Colombia
LA QUINTA
190254
LA QUINTA INN & WINDOW DESIGN
190253
Costa Rica
LA QUINTA
Ecuador
LA QUINTA
178-96
European Community
LA QUINTA
002393205
Guatemala
LA QUINTA
8806-94
India
LA QUINTA
677305
Indonesia
LA QUINTA
372248
Jamaica
LA QUINTA
28,596
Mexico
LA QUINTA
335462
LA QUINTA
328,919
TELQUIK
484,558
LA QUINTA INN & WINDOW DESIGN
485,952
LA QUINTA INN & WINDOW DESIGN
461,674
A-2
Netherlands Antilles
LA QUINTA
18493
Nicaragua
LA QUINTA
30,237 CC
Panama
LA QUINTA
74714
United Kingdom
LA QUINTA
1348734
United States
LA QUINTA
1,080,641
TELQUIK
1,078,158