INTELLECTUAL PROPERTY SECURITY AGREEMENT
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THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement"), dated as
of the 28th day of February, 1998, by ▇▇▇. ▇▇▇▇▇▇' ORIGINAL COOKIES, INC., a
Delaware corporation ("Borrower") and LASALLE NATIONAL BANK, a national banking
association, ("Lender").
W I T N E S S E T H:
WHEREAS, on the date hereof, Borrower has entered into that certain Amended
and Restated Loan Agreement of even date herewith (the same, as it may be
amended, restated, modified or supplemented and in effect from time to time,
being herein referred to as the "Loan Agreement") by and between Borrower and
Lender, providing for Lender to make available to Borrower certain revolving
credit facilities (collectively, the "Loans") on the terms and conditions set
forth therein; and
WHEREAS, Borrower has or may hereafter acquire trademarks and service
marks, patents, patent applications and inventions, copyrights and related or
similar rights and interests; and
WHEREAS, as of the date hereof, Borrower and Lender have entered into a
Security Agreement (the "Security Agreement") pursuant to which Borrower has
pledged certain collateral to Lender as security for the Obligations (as defined
in the Loan Agreement); and
WHEREAS, to induce Lender to enter into the Loan Agreement and make the
Loans thereunder, Borrower has agreed to pledge and grant a security interest in
the Collateral (as hereinafter defined) as additional security for the
Obligations.
NOW, THEREFORE, for and in consideration of the premises set forth above,
the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
Section 1. Definitions. Capitalized terms used herein without definition
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and defined in the Loan Agreement are used herein as defined therein.
Section 2. Grant of Security Interest. As collateral security for the
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prompt payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the Obligations, Borrower hereby pledges and grants to Lender a
Lien on and security interest in and to all of Borrower's right, title and
interest in and to the following property and interests in property, whether now
owned by Borrower or hereafter acquired and whether now existing or hereafter
coming into existence (collectively referred to herein as "Collateral"):
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(a) all of Borrower's right, title and interest in and to trademarks,
trade names, trade styles, service marks, logos, emblems, prints and
labels, all elements of package or trade dress of goods, and all general
intangibles of like nature, now existing or hereafter adopted or acquired
by Borrower, together with the goodwill of Borrower's business connected
with the use thereof and symbolized thereby, and all applications,
registrations and recordings thereof, including, without limitation,
applications, registrations and recordings in the United States Patent and
Trademark Office or in any similar office or agency of the United States or
in any office of the Secretary of State (or equivalent) of any state
thereof, or in any similar office or agency of any country or political
subdivision thereof throughout the world, whether now owned or hereafter
acquired by Borrower, together with all extensions, renewals and
corrections thereof and all licenses thereof or pertaining thereto (all of
the foregoing assets encompassed by this clause (a) being hereinafter
collectively referred to as the "Trademarks");
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(b) all of Borrower's right, title and interest in and to all
inventions and letters patent and applications therefor, and all
registrations and recordings thereof, including, without limitation,
applications, registrations and recordings in the United States Patent and
Trademark Office or in any similar office or agency of the United States or
any state thereof, or in any similar office or agency of any country or
political subdivision thereof throughout the world, whether now owned or
hereafter acquired by Borrower, together with all re-examinations,
reissues, continuations, continuations-in-part, divisions, improvements and
extensions thereof and all licenses thereof or pertaining thereto and all
licenses of patent rights to Borrower now in effect or entered during the
term of this Agreement, and the rights to make, use and sell, and all other
rights with respect to, the inventions disclosed or claimed therein, all
inventions, designs, proprietary or technical information, know-how, other
data or information, software, databases, all embodiments or fixations
thereof and related documentation, and all other trade secret rights not
described above (all of the foregoing assets encompassed by this clause (b)
being hereinafter collectively referred to as the "Patents");
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(c) all of Borrower's right, title and interest in and to copyrights
in works of authorship of any kind, and all applications, registrations and
recordings thereof in the Office of the United States Register of
Copyrights, Library of Congress, or in any similar office or agency of any
country or political subdivision thereof throughout the world, whether now
owned or hereafter acquired by Borrower, together with all extensions,
renewals, reversionary rights, and corrections thereof and all licenses
thereof or pertaining thereto (all of the foregoing assets encompassed by
this clause (c) being hereinafter collectively referred to as the
"Copyrights");
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(d) all of Borrower's customer lists and other records of Borrower
relating to the distribution of products bearing, constituting or
incorporating any of the Trademarks, Patents and/or Copyrights; and
(e) any and all proceeds of the foregoing, including, without
limitation, the
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proceeds from any claims by Borrower against third parties for past,
present or future infringement of the Trademarks, Patents or Copyrights and
any royalties from licenses to third parties of the Trademarks, Patents or
Copyrights.
Section 3. Representations, Warranties and Covenants. Borrower hereby
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represents and warrants to, and covenants and agrees with, Lender as follows:
(a) Borrower has the sole, full and clear title to the Trademarks,
including any Trademarks shown on Schedule A hereto, for the goods and
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services with which the Trademarks are used, and any registrations thereof
are valid and subsisting and in full force and effect. Borrower has used
and will continue to use for the duration of this Agreement standards of
quality in the manufacture of products sold under the Trademarks that are
at least equal to those standards in effect as of the date of this
Agreement.
(b) Borrower (either itself or through its licensees) will continue
to use the Trademarks on each and every trademark class of goods applicable
to its current lines of goods as reflected in its current catalogs,
brochures and price lists in order to maintain the Trademarks in full force
and effect, in the ordinary course of business, free from any claim of
abandonment for nonuse and Borrower will not (and will not permit any
licensee thereof to) do any act or knowingly omit to do any act whereby any
Trademark may become invalidated provided, however, that Borrower may
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abandon any Trademark if Borrower believes in its reasonable business
judgment that such abandonment is in the best interest of Borrower's
business, provided, further, that (i) Borrower gives Lender written notice
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of Borrower's intent to abandon any Trademark at least thirty (30) days
prior to abandonment, and (ii) such abandonment will not, itself or in
conjunction with any other event, materially decrease the value of the
Collateral.
(c) Borrower has the sole, full and clear title to any Patents shown
on Schedule B hereto and such Patents are valid and subsisting and in full
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force and effect and have not been claimed or adjudged invalid or
unenforceable in whole or in part (except as otherwise permitted by this
Agreement and the other Loan Documents). Borrower shall ▇▇▇▇ products made
and sold under the Patents in accordance with the U.S. Patent Act and other
applicable laws. Borrower shall diligently prosecute any patent application
now pending or acquired or made by it during the term of this Agreement,
shall make applications on unpatented but patentable inventions, and shall
preserve and maintain all rights of any kind in the Patents, which, in each
case, Borrower believes in its reasonable business judgment are in the best
business interests of Borrower. Borrower believes that none of the Patents
has been abandoned or dedicated and Borrower will not do any act, or omit
to do any act, nor permit any licensee thereof to do any act, whereby any
Patent may become abandoned or dedicated and shall notify Lender
immediately if it knows of any reason or has reason to know that any
material Patent may become abandoned or dedicated, provided, however, that
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Borrower may abandon any Patent if Borrower believes in its reasonable
business judgment that such abandonment is in the best interest of
Borrower's business, provided, further, that (i) Borrower gives Lender
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written notice of Borrower's intent to abandon any
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Patent at least thirty (30) days prior to abandonment, and (ii) such
abandonment will not, itself or in conjunction with any other event,
materially decrease the value of the Collateral.
(d) Borrower has the sole, full and clear title to any copyrights
shown on Schedule C hereto and such copyrights are valid and subsisting and
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in full force and effect and have not been claimed or adjudged invalid or
unenforceable in whole or in part (except as otherwise permitted by this
Agreement and the other Loan Documents). Borrower (either itself or through
its licensees) will place appropriate notice of copyright on all copies
embodying copyrighted works which are publicly distributed and Borrower
will not (and will not permit any licensee thereof to) do any act or
knowingly omit to do any act whereby any Copyright may become invalidated
or dedicated to the public domain.
(e) Borrower will promptly perform all acts and execute all
documents, including, without limitation, grants of security in forms
acceptable to Lender and suitable for recording with the United States
Patent and Trademark Office and the United States Register of Copyrights,
and the appropriate offices and agencies of foreign jurisdictions
reasonably requested by Lender at any time to evidence, perfect, maintain,
record or enforce Lender's interest in the Collateral or otherwise in
furtherance of the provisions of this Agreement. Borrower hereby authorizes
Lender to execute and file one or more financing or continuation statements
(and any similar documents) or copies thereof or of this Agreement with
respect to the Collateral without the signature of Borrower to the extent
permitted by law.
(f) In the event that Borrower, either itself or through any
subsidiary, affiliate, agent, employee, licensee or designee, shall file an
application for the issuance of any Patent or registration of any Trademark
with the United States Patent and Trademark Office, or any similar office
of the United States or in any office of the Secretary of State (or
equivalent) of any state thereof, or for the registration of any Copyright
with the United States Register of Copyrights, or for the registration of
any Patent, Trademark or Copyright in any similar office or agency of any
country or political subdivision thereof throughout the world, or shall
obtain issuance of any Patent or registration of any Trademark or Copyright
previously applied for, or shall adopt, acquire or obtain rights to any new
trademark, patent application or work for which a copyright application has
been or is expected to be filed, or become entitled to the benefit of any
patent application or any patent or any part thereof for reissue, re-
examination, continuation, continuation-in-part, division, improvement or
extension, Borrower shall:
(i) promptly inform Lender of any such event or action; and
(ii) execute and deliver any and all assignments, agreements,
instruments, documents and papers as are necessary or appropriate or
as Lender may request to evidence Lender's interest in such Trademark,
Patent or Copyright and the goodwill and general intangibles of
Borrower relating thereto or represented thereby.
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Borrower hereby constitutes Lender, or its agent, as Borrower's
attorney-in-fact to execute and file all such writings for the foregoing
purposes, all acts of such attorney being hereby ratified and confirmed;
such power being coupled with an interest is irrevocable until the
Obligations are indefeasibly paid and satisfied in full. Borrower
authorizes the amendment of the schedules hereto to include any future
Trademark, Patent or Copyright registrations or applications which may be
acquired or made by Borrower.
(g) Borrower has the authority, right and power to enter into this
Agreement and to perform its terms and to grant the security interest
herein granted, and has not entered and will not enter into any oral or
written agreements which would prevent Borrower from complying with the
terms hereof; provided, however, Borrower may enter into or maintain in
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effect such license agreements (including, without limitation, any referred
to in Schedules A, B and C hereto) with respect to the Collateral as
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Borrower believes in its reasonable business judgment are in the best
interest of Borrower's business, so long as any such license agreement
permits the assignment thereof to Lender.
(h) The Collateral is not now, to Borrower's knowledge, and at all
times will not be, subject to any Liens, licenses, claims, shop rights,
covenants not to ▇▇▇ third persons, or encumbrances of any nature
whatsoever, except Permitted Liens; provided, however, Borrower may enter
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into such license agreements with respect to the Collateral as Borrower
believes in its reasonable business judgment are in the best interest of
Borrower's business, so long as any such license agreement permits the
assignment thereof to Lender. To the best knowledge of Borrower, none of
the Collateral is subject to any claims of any other party, except as may
be indicated on Schedules A, B and C to this Agreement.
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(i) As of the date hereof neither Borrower nor any affiliate or
subsidiary thereof has any Trademarks, Patents or Copyrights registered, or
the subject of any pending application, in the United States Patent and
Trademark Office, or any similar office of the United States or in any
office of the Secretary of State (or equivalent) of any state thereof, or
the United States Register of Copyrights, or in any similar office or
agency of any country or political subdivision thereof throughout the
world, other than those identified in Schedules A, B and C hereto.
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(j) Borrower will take all commercially reasonable steps in any
proceeding before the United States Patent and Trademark Office, United
States Register of Copyrights or similar office or agency of the United
States or any office of the Secretary of State (or equivalent) of any state
thereof, or in any similar office or agency of any country or political
subdivision thereof throughout the world, to maintain each application and
registration of any Collateral, including, without limitation, filing of
renewals, extensions, affidavits of use and incontestability, and
opposition, interference and cancellation proceedings (except to the extent
that dedication, abandonment or invalidation is permitted under Sections
3(b) and 3(c) hereof). Borrower shall notify Lender promptly in writing if
any application or registration relating to any Collateral may become
abandoned or dedicated or subject to an adverse final determination in any
proceeding in the United States Patent and Trademark
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Office or United States Register of Copyrights or in any similar office or
agency of any country or political subdivision thereof throughout the world
or in any court regarding Borrower's ownership of such Patent, Trademark or
Copyright, its right to register same, or to keep or maintain the validity
of same.
(k) In the event that Borrower acquires knowledge that any Trademark,
Patent or Copyright is infringed, misappropriated or diluted by a third
party, Borrower shall promptly ▇▇▇ for infringement, misappropriation
and/or dilution and obtain injunctive relief and recover damages therefor,
and Borrower shall take such other actions reasonably required to protect
such Trademark, Patent or Copyright under the circumstances, unless
Borrower shall determine in its reasonable business judgment that such suit
or action is not in the best interest of Borrower's business. Upon the
occurrence and during the continuation of an Event of Default, Lender shall
have the right, but in no way shall be obligated, to bring suit in its or
Borrower's name to enforce the Trademarks, Patents and Copyrights and any
licenses thereunder, in which event Borrower shall, at the request of
Lender, do any and all lawful acts requested by Lender and execute any and
all documents required by Lender to aid such enforcement, and Borrower
shall, upon demand, promptly reimburse and indemnify Lender for all costs
and expenses incurred in such enforcement.
Section 4. Remedies. Upon the occurrence of an Event of Default which is
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continuing, in addition to all other rights and remedies provided for in the
Loan Documents, all such rights and remedies being cumulative, not exclusive and
enforceable alternatively, successively or concurrently, without (except as
provided herein) notice to, or consent by, Borrower, Lender shall have the
following rights and remedies:
(a) Lender may (without assuming any obligations or liability
thereunder), at any time, enforce (and shall have the exclusive right to
enforce) against any licensee or sublicensee all rights and remedies of
Borrower in, to and under any one or more license agreements with respect
to the Collateral, and take or refrain from taking any action under any
thereof, and Borrower hereby releases Lender from, and agrees to indemnify
and hold Lender and its agents and their respective officers, directors,
employees and agents, free and harmless from and against any claims arising
out of any action taken or omitted to be taken with respect to any such
license agreement, except for acts constituting gross negligence or willful
misconduct;
(b) Lender may, at any time and from time to time, upon ten (10)
days' prior written notice to Borrower, assign, sell, or otherwise dispose
of the Collateral or any of it, either with or without special or other
conditions or stipulations, with power to buy the Collateral or any part of
it at any such sale, and do all other acts and things for completing the
assignment, sale or disposition which Lender shall, in its sole discretion,
deem appropriate or proper;
(c) in addition to the foregoing, in order to implement any
assignment, sale, license or other disposal of any of the Collateral
pursuant to this Agreement, Lender may, at
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any time, pursuant to the authority granted in the power of attorney
described in Section 3(f) hereof (such authority becoming effective upon
occurrence of an Event of Default), execute and deliver on behalf of
Borrower one or more instruments of assignment, sale, license or other
disposition of the Collateral. Borrower agrees to pay when due all
reasonable costs incurred in any such transfer of the Collateral, including
any taxes, fees and reasonable attorneys' fees, and all such costs shall be
added to the Obligations. Lender may apply the proceeds actually received
from any such license, assignment, sale or other disposition in accordance
with clause (d) of this Section 4, and Borrower shall remain liable and
will pay Lender on demand any deficiency remaining, together with interest
thereon at a rate equal to the rate then payable on the Obligations and the
balance of any expenses unpaid.
Nothing herein contained shall be construed as requiring Lender to take any such
action at any time.
(d) The proceeds of any collection, sale or other realization of all
or any part of the Collateral, and any other cash at the time held by
Lender under this Agreement, shall be applied:
first, to payment of all the costs and expenses of disposition of
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and/or realization upon the Collateral and any other expenses payable
or reimbursable by Borrower under this Agreement;
second, to payment of all expenses payable or reimbursable by
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Borrower under the Loan Agreement;
third, to payment of all accrued unpaid interest on the
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Obligations;
fourth, to payment of principal of the Obligations;
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fifth, to payment of any other amounts owing constituting
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Obligations; and
last, any remainder shall be for the account of and paid to
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Borrower or as otherwise directed by a court of competent
jurisdiction.
The application of proceeds of Collateral hereunder to the Obligations shall be
made pro-rata to the holders of such Obligations based on the aggregate
outstanding principal amount of such Obligations held by such holders.
Section 5. Powers of Attorney. Concurrently with the execution and
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delivery hereof, Borrower is executing and delivering to Lender three (3)
original powers of attorney for the implementation of any assignment, sale or
other disposition of the Trademarks, Patents or Copyrights pursuant to this
Agreement and Borrower will, upon request of Lender, execute and deliver such
additional copies thereof as Lender may require for purposes hereof.
Section 6. Termination. This Agreement and the Liens and security
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interests granted hereunder shall not terminate until the full and complete
performance and indefeasible satisfaction
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of all the Obligations (regardless of whether the Loan Agreement shall have
earlier terminated), whereupon Lender shall forthwith cause to be assigned,
transferred and delivered, against receipt but without any recourse, warranty or
representation whatsoever, any remaining Collateral to or on the order of
Borrower. Lender shall also execute and deliver to Borrower upon such
termination, such termination statements, certificates for terminating the Liens
and such other documentation as shall be reasonably requested by Borrower to
effect the termination and release of the Liens and security interests in favor
of Lender affecting the Collateral.
Section 7. Further Assurances. At any time and from time to time, upon the
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written request of Lender or its agent, and at the sole expense of Borrower,
Borrower will promptly and duly execute and deliver any and all such further
instruments, documents and agreements and take such further actions as Lender or
its agent may reasonably require in order for Lender to obtain the full benefits
of this Agreement and of the rights and powers herein granted in favor of
Lender, including, without limitation, using Borrower's best efforts to secure
all consents and approvals necessary or appropriate for the assignment to Lender
of any Collateral not heretofore assigned and the filing of any financing or
continuation statements under the Uniform Commercial Code with respect to the
Liens and security interests granted hereby.
Section 8. Limitation on Duty of Lender. The powers conferred on Lender
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under this Agreement are solely to protect Lender's interest in the Collateral
and shall not impose any duty upon it to exercise any such powers. Lender shall
be accountable only for amounts that it actually receives as a result of the
exercise of such powers and neither Lender nor its agent, nor any of their
respective officers, directors, employees or agents shall be responsible to
Borrower for any act or failure to act, except for gross negligence or willful
misconduct. Without limiting the generality of the foregoing, neither Lender
nor any of its agents shall have any obligation or liability under any license
by reason of or arising out of this Agreement or the granting to Lender of a
security interest therein or assignment thereof or the receipt by Lender or any
such agent of any payment relating thereto pursuant hereto, nor shall Lender or
any such agent be required or obligated in any manner to perform or fulfill any
of the obligations of Borrower under or pursuant to any license, or to make any
payment, or to make any inquiry as to the nature or the sufficiency of any
payment received by it or the sufficiency of any performance by any party under
any license, or to present or file any claim, or to take any action to collect
or enforce any performance or the payment of any amounts which may have been
assigned to Lender or to which Lender may be entitled at any time or times.
Section 9. Miscellaneous.
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(a) No Waiver. No failure on the part of Lender or any of its agents to
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exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise by Lender or any of its agents of any
right, power or remedy hereunder preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The rights and remedies
hereunder provided are cumulative and may be exercised singly or concurrently,
and are not exclusive of any rights and remedies provided by law.
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(b) Governing Law. This Agreement shall be governed by and construed in
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accordance with the internal laws (as opposed to conflicts of law) and decisions
of the State of Illinois.
(c) Notices. All notices, demands and requests that any party is required
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or elects to give to any other party shall be given in accordance with the
provisions of the Loan Agreement.
(d) Amendments, Etc. The terms of this Agreement may be waived, altered or
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amended only by an instrument in writing duly executed by Borrower and Lender.
Any such amendment or waiver shall be binding upon Lender and Borrower and their
respective successors and assigns.
(e) Successors and Assigns. This Agreement shall be binding upon and inure
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to the benefit of the respective successors and assigns of each of the parties
hereto, provided, that Borrower shall not assign or transfer its rights or
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obligations hereunder without the prior written consent of Lender.
(f) Counterparts; Headings. This Agreement may be executed in any number
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of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart. The headings in this Agreement are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof.
(g) Severability. If any provision hereof is invalid and unenforceable in
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any jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of Lender and its agent in order to carry
out the intentions of the parties hereto as nearly as may be possible and (ii)
the invalidity or unenforceability of any provision hereof in any jurisdiction
shall not affect the validity or enforceability of such provision in any other
jurisdiction.
(h) Other Loan Documents. This Agreement supplements the other Loan
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Documents and nothing in this Agreement shall be deemed to limit or supersede
the rights granted to Lender in any of the other Loan Documents. In the event
of any conflict between this Agreement and the Loan Agreement, for purposes of
the obligations of Borrower or Lender, as applicable, the provisions of the Loan
Agreement shall govern.
(I) SUBMISSION TO JURISDICTION; WAIVER OF VENUE. EACH OF THE PARTIES
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HERETO CONSENTS AND AGREES TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
SITTING IN THE COUNTY OF ▇▇▇▇, STATE OF ILLINOIS, AND WAIVES ANY OBJECTION BASED
ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN,
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AND AGREES THAT ANY DISPUTE CONCERNING THE INTERPRETATION OR ENFORCEMENT OF ANY
PROVISION OF THIS AGREEMENT OR THE RELATIONSHIP BETWEEN ANY OF SUCH PERSONS WITH
RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE HEARD ONLY IN THE
COURTS DESCRIBED ABOVE.
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(J) WAIVER OF RIGHT TO TRIAL BY JURY. EACH OF THE PARTIES HERETO HEREBY
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WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION (I) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR (II) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM IN RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. EACH OF SUCH PERSONS HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL
BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
THE PROVISIONS OF THIS SUBSECTION (J) SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
[Balance of page intentionally left blank; signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this INTELLECTUAL
PROPERTY SECURITY AGREEMENT to be executed by their respective officers
thereunto duly authorized as of the day and year first above written.
Borrower:
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▇▇▇. ▇▇▇▇▇▇' ORIGINAL COOKIES, INC.,
a Delaware corporation
By:_____________________________
Title:__________________________
Lender:
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LASALLE NATIONAL BANK,
a national banking association
By:_____________________________
Title:__________________________
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STATE OF ____________ )
) SS
COUNTY OF ___________ )
On this ____ day of February, 1998, before me personally appeared the
above-named ________________________, to me known, who being by me duly sworn
according to law, on his oath stated that he is the _______________________ of
▇▇▇. ▇▇▇▇▇▇' ORIGINAL COOKIES, INC. and acknowledged that he signed, sealed and
delivered the foregoing instrument as the free and voluntary act and deed of
said corporation.
______________________________________
Notary Public
My Commission Expires:
_____________________
STATE OF ____________ )
) SS
COUNTY OF ___________ )
On this ______ day of February 1998, before me personally appeared the
above-named ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to me known, who being by me duly sworn according
to law, on her oath stated that she is a Vice President of LASALLE NATIONAL BANK
and acknowledged that she signed, sealed and delivered the foregoing instrument
as the free and voluntary act and deed of the corporation, by virtue of her
authority.
______________________________________
Notary Public
My Commission Expires:
_____________________
Schedule A
Trademarks
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Schedule B
Patents
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Schedule C
Copyrights
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