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 XXX. XXXXXX' 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
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definition 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
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(e) any and all proceeds of the foregoing, including, without
limitation, the 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
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the goods and 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 abandon any Trademark
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if Borrower believes in its reasonable business judgment that such
abandonment is in the best interest of Borrower's business, provided,
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further, that (i) Borrower gives Lender written notice of Borrower's
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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
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and 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
shall xxxx 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 Borrower may abandon any Patent if Borrower
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believes in its reasonable business
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judgment that such abandonment is in the best interest of Borrower's
business, provided, further, that (i) Borrower gives Lender written
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notice of Borrower's intent to abandon any 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
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subsisting and 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
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evidence Lender's interest in such Trademark, Patent or
Copyright and the goodwill and general intangibles of Borrower
relating thereto or represented thereby.
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
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into or maintain in effect such license agreements (including, without
limitation, any referred to in Schedules A, B and C hereto) with
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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.
(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 xxx third persons, or encumbrances of any
nature whatsoever, except Permitted Liens; provided, however, Borrower
may enter 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
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to this Agreement.
(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
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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
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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 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 xxx 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
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is 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
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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 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
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of 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
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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 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
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the 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
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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.
(b) Governing Law. This Agreement shall be governed by and construed
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in 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
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required 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,
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altered or 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
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inure 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 obligations hereunder without the prior written consent of Lender.
(f) Counterparts; Headings. This Agreement may be executed in any
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number 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
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in 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 XXXX, STATE OF
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ILLINOIS, AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH
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RESPECT TO ANY ACTION INSTITUTED THEREIN, 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.
(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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XXX. XXXXXX. 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
XXX. XXXXXX. 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 Xxxxxxx X. Xxxxxx, 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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