GRANT OF SECURITY INTEREST IN
PATENTS, TRADEMARKS AND LICENSES
THIS GRANT OF SECURITY INTEREST IN PATENTS, TRADEMARKS AND LICENSES
(herein the "Agreement") made as of this ___ day of October, 2000, by THE
QUIZNO'S CORPORATION, a Colorado corporation (the "Company"), THE QUIZNO'S
ACQUISITION COMPANY, a Colorado corporation ("Acquisition"), THE QUIZNO'S
LICENSING COMPANY, a Colorado corporation ("Licensing"), THE QUIZNO'S OPERATING
COMPANY, a Colorado corporation ("Operating"), THE QUIZNO'S REALTY COMPANY, a
Colorado corporation ("Realty"), QUIZNO'S KANSAS, LLC, a Colorado limited
liability company ("Kansas"), S&S COMPANY, a Colorado corporation ("S&S"),
AMERICAN FOOD DISTRIBUTORS, INC., a Colorado corporation ("Distributors"), CIAO
B MANAGEMENT, INC., a Colorado corporation ("Ciao"), QUIZ-DIA, INC., a Colorado
corporation ("DIA") and THE QUIZNO'S FRANCHISE COMPANY, a Colorado corporation
("Franchise"), in favor of XXXXXX XXXXXXXXX CAPITAL PARTNERS II, L.P., a
California limited partnership (the "Purchaser"). The Company, Acquisition,
Licensing, Operating, Realty, Kansas, S&S, Distributors, Ciao, DIA and Franchise
may be individually referred to herein as a "Company Party" and collectively
referred to herein as the "Company Parties."
W I T N E S S E T H:
WHEREAS, the Company Parties and the Purchaser are parties to a certain
Securities Purchase Agreement (including all annexes, exhibits and schedules
thereto) of even date herewith, as the same may be amended, restated,
supplemented or otherwise modified from time to time (herein the "Securities
Purchase Agreement"), which Securities Purchase Agreement provides (i) for the
Purchaser to purchase the Securities from the Company and (ii) for the grant by
the Company Parties to the Purchaser of a security interest in certain of the
Company Parties' assets, including, without limitation, patents, patent
applications and/or registrations, trademarks, trademark applications and/or
registrations, tradenames, goodwill and licenses, all as more fully set forth
therein and in the related Collateral Documents;
NOW, THEREFORE, in consideration of the premises set forth herein and
for other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, each Company Party agrees as follows:
1. Definitions. Capitalized terms used herein and defined in the
Securities Purchase Agreement shall have the meanings set forth therein unless
otherwise specifically defined herein.
2. Grant of Security Interest. To secure the payment of the Secured
Obligations (as defined in the Security Agreement), each Company Party hereby
grants to the Purchaser a security interest, effective immediately, in all of
such Company Party's right, title and interest in
and to all of the following described property, whether now owned or hereafter
acquired (collectively herein the "Intellectual Property Collateral"):
(i) Patents and patent applications and/or registrations together
with the inventions and improvements described and claimed therein including,
without limitation, the Patents and applications, if any, listed on Schedule A,
attached hereto and made a part hereof, and any and all reissues and renewals
thereof and all income, royalties, damages and payments now and hereafter due
and/or payable in connection therewith including, without limitation, damages
and payments for past or future infringements thereof (all of the foregoing are
sometimes hereinafter individually and/or collectively referred to as the
"Patent Collateral");
(ii) Trademarks, trademark registrations and/or applications and
tradenames including, without limitation, the Trademarks and applications, if
any, listed on Schedule B attached hereto and made a part hereof, and any and
all reissues and/or renewals thereof, and all income, royalties, damages and
payments now and hereafter due and/or payable in connection therewith including,
without limitation, damages and payments for past or future infringements
thereof (all of the foregoing are sometimes hereinafter individually and/or
collectively referred to as the "Trademark Collateral");
(iii) Any license agreement in which such Company Party is or
becomes licensed to use any patents and/or trademarks owned by a third party
including, without limitation, the licenses, if any, listed on Schedule C
attached hereto and made a part hereof (all of the foregoing are sometimes
referred to herein individually and/or collectively as the "License
Collateral");
(iv) The goodwill of such Company Party's business connected with
and symbolized by the Intellectual Property Collateral; and
(v) All cash and non-cash proceeds of the foregoing.
Notwithstanding the foregoing, "Intellectual Property Collateral" shall not
include any of the foregoing that is subject to a valid Lien in favor of any
Bank pursuant to Refinancing Indebtedness or any Bank Credit Documents;
provided, however, that no Lien shall be granted in any collateral of any
Company Party which would be prohibited by the terms of any Refinancing
Indebtedness or any Bank Credit Documents, and provided further, however, that
upon the occurrence of a Released Lien or a New Subsidiary or New Assets
pursuant to Section 9.15 of the Securities Purchase Agreement, such asset or
property or subsidiary shall become part of the Intellectual Property Collateral
and shall be subject to this Agreement, subject to the provisions of Section
9.15(e) of the Securities Purchase Agreement. In such event, the Company Parties
shall execute and deliver to the Purchaser such other agreements, instruments,
approvals or other documents as may be requested by the Purchaser in order to
create, perfect, establish, and maintain the first priority (subject only to the
remaining Liens, if any, of a Bank, or Liens granted pursuant to Refinancing
Indebtedness) of any Lien in favor of the Purchaser to effect the intent
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that, subject to certain exceptions contained in this Agreement, the other
Collateral Documents and the Securities Purchase Agreement, all Company Parties
and all Subsidiaries shall be bound by all of the terms, covenants and
agreements contained in this Agreement and that all property and assets of all
Company Parties and all Subsidiaries shall be collateral for the Obligations.
3. The Purchaser's Rights. Upon the occurrence and during the
continuation of any Default or Event of Default, the Purchaser shall have all
the rights and remedies of a secured party under the UCC and any other
applicable state or federal laws. The Purchaser will give any Company Party
reasonable notice of the time and place of any public sale of its Intellectual
Property Collateral or the time after which any private sale of its Intellectual
Property Collateral or any other intended disposition thereof is to be made.
Unless otherwise provided by law, the requirement of reasonable notice shall be
met if such notice is mailed, postage prepaid to the address of such Company
Party set forth in the Securities Purchase Agreement at least ten (10) days
before the date of such sale or disposition. In addition to the forgoing and all
other rights and remedies of the Purchaser upon the occurrence and during the
continuation of any Default or Event of Default, the Purchaser shall thereupon
have the immediate right to transfer to itself or to sell, assign and transfer
to any other person all right, title and interest in and to all or any part of
the Intellectual Property Collateral. A formal irrevocable power of attorney (in
the form annexed hereto) is being executed and delivered by each Company Party
to the Purchaser concurrently with this Agreement to enable such rights to be
carried out. Each Company Party agrees that, in the event the Purchaser
exercises its rights hereunder and/or pursuant to said power of attorney in
accordance with its terms, after written notification of such exercise from the
Purchaser to such Company Party, such Company Party shall never thereafter,
without the prior written authorization of the owner or owners of such
Intellectual Property Collateral, use any of such Intellectual Property
Collateral. The condition of the foregoing provision is such that unless and
until there occurs a Default or Event of Default, each Company Party shall
continue to own and use its Intellectual Property Collateral in the normal
course of its business and to enjoy the benefits, royalties and profits
therefrom provided, however, that from and after the occurrence and during the
continuance of a Default or Event of Default such right will, upon the exercise
by the Purchaser of the rights provided by this Agreement, be revoked and the
right of each Company Party to enjoy the uses, benefits, royalties and profits
of its Intellectual Property Collateral will wholly cease, whereupon the
Purchaser or its transferee(s) shall be entitled to all of each Company Party's
right, title and interest in and to its Intellectual Property Collateral hereby
so assigned. This Agreement will not operate to place upon the Purchaser any
duty or responsibility to maintain the Intellectual Property Collateral.
4. Fees. Each Company Party agrees to pay all filing fees with respect
to the security interest created hereby which the Purchaser may deem necessary
or advisable in order to perfect and maintain the perfection of its security
interest in the Intellectual Property Collateral.
5. Representations and Warranties. The Company Parties represent and
warrant jointly and severally, that each of the Company Parties lawfully possess
and own the Intellectual Property Collateral pledged by it hereunder and that
except for the security interest granted
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hereby and the Permitted Encumbrances (as defined in the Securities Purchase
Agreement), the Intellectual Property Collateral will be kept free from all
liens, security interests, claims and encumbrances whatsoever; that the Company
Parties have not made or given any prior assignment, transfer or security
interest in the Intellectual Property Collateral or any of the proceeds
therefor; that the Intellectual Property Collateral is and will continue to be,
in all respects, in full force and effect; and that there are no known
infringements of the Intellectual Property Collateral.
6. Application of Proceeds. The proceeds of any sale, transfer or
disposition of the Intellectual Property Collateral shall be applied first to
all costs and expenses, including, but not limited to, reasonable attorneys'
fees and expenses and court costs, incurred by the Purchaser in connection with
such sale and the exercise of the Purchaser's rights and remedies hereunder and
under the Securities Purchase Agreement; next, such proceeds shall be applied to
the payment, in whole or in part, of the Secured Obligations due the Purchaser
in such order as the Purchaser may elect (with the Company Parties remaining
jointly and severally liable for any deficiency); and the balance, if any, shall
be paid to the Company Parties or as a court of competent jurisdiction may
direct.
7. Defense of Claims. Each of the Company Parties agrees to defend at
its own cost and expense any action, claim or proceeding affecting the
Intellectual Property Collateral or the interest of the Purchaser therein. Each
of the Company Parties agrees to reimburse the Purchaser for all costs and
expenses incurred by the Purchaser in defending any such action, claim or
preceding.
8. Rights Cumulative. This Agreement shall be in addition to the
Securities Purchase Agreement and the other Collateral Documents and shall not
be deemed to affect, modify or limit the Securities Purchase Agreement and the
other Collateral Documents or any rights that the Purchaser has under the
Securities Purchase Agreement and the other Collateral Documents. Each of the
Company Parties agrees to execute and deliver to the Purchaser (at such Company
Party's expense) any further documentation or papers necessary to carry out the
intent or purpose of this Agreement and the Securities Purchase Agreement
including, but not limited to, financing statements under the UCC.
9. Amendments; Construction and Invalidity. No amendment or waiver of
any provision of this Agreement, and no consent to any departure by any Company
Party herefrom, shall in any event be effective unless the same shall be in
writing and signed by the Purchaser and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given. Any provisions hereof contrary to, prohibited by or invalid under any
laws or regulations shall be inapplicable and deemed omitted herefrom , but
shall not invalidate the remaining provisions hereof. To the extent that any
term of this Agreement conflicts with or is contradictory to the terms of the
Securities Purchase Agreement, the terms of the Securities Purchase Agreement
shall control.
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10. CHOICE OF LAW; WAIVER OF TRAIL BY JURY. EACH OF THE COMPANY PARTIES
AGREES THAT THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND
ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.
THIS AGREEMENT TOGETHER WITH THE SECURITIES PURCHASE AGREEMENT AND THE
COLLATERAL DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT OF THE COMPANY PARTIES AND
THE PURCHASER WITH RESPECT TO THE INTELLECTUAL PROPERTY COLLATERAL, CAN ONLY BE
CHANGED OR MODIFIED IN WRITING AND SHALL BIND AND BENEFIT THE COMPANY PARTIES,
THE PURCHASER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. BECAUSE DISPUTES
ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND
ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE
THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
SYSTEM AND OF ARBITRATION, AND UNDERSTANDING THEY ARE WAIVING A CONSTITUTIONAL
RIGHT, THE PARTIES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER IN CONTRACT, TORT, OR
OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO, THIS
AGREEMENT, ANY OTHER INVESTMENT DOCUMENT OR THE TRANSACTIONS COMPLETED HEREBY OR
THEREBY.
11. Notices. Each Company Party covenants and agrees that, with respect
to the Intellectual Property Collateral, it will give the Purchaser written
notice in the manner provided in the Securities Purchase Agreement of:
(i) any claim by a third party that such Company Party has
infringed on the rights of a third party;
(ii) any suspected infringement by a third party on the rights of
such Company Party; or
(iii) any Intellectual Property Collateral created, arising or
acquired by such Company Party after the date hereof.
12. Further Assurances. Each Company Party will take any such action as
the Purchaser may reasonably require to further confirm or protect the
Purchaser's rights under this Agreement in the Intellectual Property Collateral.
In furtherance thereof, each Company Party hereby grants to the Purchaser a
power of attorney coupled with an interest which shall be irrevocable during the
term of this Agreement to execute any documentation or take any action on such
Company Party's behalf required to effectuate the terms, provisions and
conditions of this Agreement. Each Company Party shall advise the Purchaser
within thirty (30) days of its
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filing of any application of the registration of a trademark or patent with the
United States Patent and Trademark Office or any similar office or agency in the
United States, any state therein, or any other country. Upon request of the
Purchaser, each Company Party shall execute and deliver to the Purchaser any and
all agreements, instruments, documents, and such other papers as may be
requested by the Purchaser to evidence the security interest granted to the
Purchaser in such trademark or patent. Each Company Party authorizes the
Purchaser to modify this Agreement by amending the Schedules hereto to include
any new item of Intellectual Property Collateral and any renewal applied for and
obtained hereafter.
13. Reinstatement. The provisions of this Agreement shall remain in
full force and effect and continue to be effective even if: (a) any petition is
filed by or against any Company Party for liquidation or reorganization; (b) any
Company Party becomes insolvent or makes an assignment for the benefit of
creditors; (c) a receiver or trustee is appointed for all or any significant
part of the assets of any Company Party; or (d) at any time payment and
performance of the Secured Obligations, or any part thereof, is, pursuant to
Applicable Law, rescinded or reduced in amount or must otherwise be restored or
returned by any obligee of the Secured Obligations, whether as a "voidable
preference," "fraudulent transfer," or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part thereof
is rescinded, reduced, restored, or returned, the Secured Obligations and
Secured Party's Liens in the Intellectual Property Collateral shall be
reinstated and deemed reduced only by any amount paid and not so rescinded,
reduced, restored, or returned.
14. Termination. Subject to Section 13, and subject to Section 9.15(e)
of the Securities Purchase Agreement, this Agreement shall terminate upon
termination of the Securities Purchase Agreement and full, final and
indefeasible payment of all Obligations of each of the Company Parties
thereunder. Upon a Company Party's request, the Purchaser shall within a
reasonable time after any such termination execute and deliver to such Company
Party (at such Company Party's expense) such documents and instruments as are
reasonably necessary to evidence such termination and release of the security
interest granted herein on any applicable public record.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the ____ day of October, 2000.
THE COMPANY PARTIES: THE QUIZNO'S CORPORATION, a Colorado corporation
By:
----------------------------------------------
Title:
THE QUIZNO'S ACQUISITION COMPANY, a Colorado
corporation
By:
-----------------------------------------------
Title:
THE QUIZNO'S LICENSING COMPANY, a Colorado
corporation
By:
----------------------------------------------
Title:
THE QUIZNO'S OPERATING COMPANY, a Colorado
corporation
By:
----------------------------------------------
Title:
THE QUIZNO'S REALTY COMPANY, a Colorado
corporation
By:
----------------------------------------------
Title:
QUIZNO'S KANSAS, LLC, a Colorado limited
liability company
By:
----------------------------------------------
Title:
S&S COMPANY, a Colorado corporation
By:
----------------------------------------------
Title:
AMERICAN FOOD DISTRIBUTORS, INC., a Colorado
corporation
By:
----------------------------------------------
Title:
CIAO B MANAGEMENT, INC., a Colorado corporation
By:
----------------------------------------------
Title:
QUIZ-DIA, INC., a Colorado corporation
By:
----------------------------------------------
Title:
THE QUIZNO'S FRANCHISE CORPORATION, a Colorado
corporation
By:
----------------------------------------------
Title:
ACCEPTED AND AGREED:
PURCHASER
XXXXXX XXXXXXXXX CAPITAL PARTNERS II, L.P., a
California limited partnership
By: LLCP California Equity Partners II, L.P., a
California limited partnership, its
General Partner
By: Xxxxxx Xxxxxxxxx Capital Partners, Inc.,
a California corporation, its
General Partner
By:_______________________________
Xxxxxx X. Xxxxxx
President
SCHEDULE A TO GRANT OF SECURITY INTEREST IN
PATENTS, TRADEMARKS AND LICENSES
BETWEEN
THE QUIZNO'S CORPORATION AND SUBSIDIARIES
AND
XXXXXX XXXXXXXXX CAPITAL PARTNERS II, L.P.
PATENTS
Title Patent No. Issue Date
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SCHEDULE B TO GRANT OF SECURITY INTEREST IN
PATENTS, TRADEMARKS AND LICENCES
BETWEEN
THE QUIZNO'S CORPORATION AND SUBSIDIARIES
AND
XXXXXX XXXXXXXXX CAPITAL PARTNERS II, L.P.
TRADEMARKS
Title or Xxxx Registration No. Registration Date
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SCHEDULE C TO GRANT OF SECURITY INTEREST IN
PATENTS, TRADEMARKS AND LICENSES
BETWEEN
THE QUIZNO'S CORPORATION AND SUBSIDIARIES
AND
XXXXXX XXXXXXXXX CAPITAL PARTNERS II, L.P.
LICENSES
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On __________________, before me, ________________________ personally appeared
_____________________________________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
--------------------------
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On __________________, before me, ________________________ personally appeared
_____________________________________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
--------------------------
14
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On __________________, before me, ________________________ personally appeared
_____________________________________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
--------------------------
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On __________________, before me, ________________________ personally appeared
_____________________________________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
--------------------------
15
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On __________________, before me, ________________________ personally appeared
_____________________________________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
--------------------------
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On __________________, before me, ________________________ personally appeared
_____________________________________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
--------------------------
16
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On __________________, before me, ________________________ personally appeared
_____________________________________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
--------------------------
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On __________________, before me, ________________________ personally appeared
_____________________________________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
--------------------------
17
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On __________________, before me, ________________________ personally appeared
_____________________________________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
--------------------------
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On __________________, before me, ________________________ personally appeared
_____________________________________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
--------------------------
18
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On __________________, before me, ________________________ personally appeared
_____________________________________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
--------------------------
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On __________________, before me, ________________________ personally appeared
_____________________________________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
--------------------------
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