1
EXHIBIT 10.32
INTELLECTUAL PROPERTY SECURITY AGREEMENT
Among
Intracel Corporation,
▇▇▇▇▇▇▇, Inc.,
PerImmune Holdings, Inc. and
PerImmune, Inc.
and
the holders of the 12%
Guaranteed Senior Secured Primary Notes
due August 1, 2003 of
Intracel Corporation
and
the holders of the 12%
Guaranteed Senior Escrow Notes
due August 1, 2003 of
Intracel Corporation
Dated August 25, 1998
2
INTELLECTUAL PROPERTY SECURITY AGREEMENT
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated August 25, 1998,
among Intracel Corporation, a Delaware corporation (together with its successors
and assigns, the "Company"), the Company's wholly-owned subsidiaries, ▇▇▇▇▇▇▇,
Inc. ("▇▇▇▇▇▇▇"), PerImmune Holdings, Inc. ("Holdings") and PerImmune, Inc.
("PerImmune" and, together with ▇▇▇▇▇▇▇ and Holdings, the "Subsidiaries") and
the holders of the 12% Guaranteed Senior Secured Promissory Notes of the Company
(the "Guaranteed Senior Secured Primary Notes") and the holders of the 12%
Guaranteed Senior Secured Escrow Promissory Notes ("Guaranteed Senior Secured
Escrow Notes") of the Company (collectively, the "Notes") issued pursuant to
that certain Securities Purchase Agreement, dated as of the date hereof, by and
among the Company and the other parties thereto (the "Purchase Agreement"). As
used herein, all capitalized terms not otherwise defined herein shall have the
meanings set forth in the Purchase Agreement.
WITNESSETH:
WHEREAS, the Company is to issue 12% Guaranteed Senior Secured
Primary Promissory Notes in the aggregate original principal amount of
$35,000,000 and 12% Guaranteed Senior Secured Escrow Promissory Notes in the
aggregate original principal amount of $6,000,000;
WHEREAS, in order to secure the performance of the obligations of
the Company under the Purchase Agreement, the Notes and the Ancillary Agreements
(the "Obligations") and the guaranties relating to the Obligations executed on
the date hereof by each of the Subsidiaries, the parties hereto entered into a
Security Agreement as of the date hereof ("Security Agreement") regarding the
terms and conditions of the Company's and Subsidiaries' (together the "Company
Parties") grant of a security interest in the certain Collateral (as defined
therein), including the Intellectual Property Collateral (as defined below) to
the Holders;
WHEREAS, pursuant to and in connection with the Security
Agreement, and also in order to secure the performance of the Obligations and
the guaranties relating to the Obligations, the parties hereto are entering into
this Intellectual Property Security Agreement to confirm and supplement the
terms and conditions of the Company Parties' grant of security interest, as set
forth in the Security Agreement, in the Intellectual Property Collateral (as
defined below) to the Holders;
WHEREAS, unless otherwise defined in this Agreement or in the
Credit Agreement, terms defined in Article 8 or 9 of the Uniform Commercial Code
in effect in the State of New York ("N.Y. Uniform Commercial Code") are used in
this Agreement as such terms are defined in such Article 8 or 9.
3
NOW, THEREFORE, in consideration of the premises and other
benefits to the Company Parties, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Grant of Security. As collateral security for the
payment and performance in full of the Obligations in accordance with their
respective terms, the Company Parties hereby pledge, assign, transfer and grant
to the Holders as to all Intellectual Property Collateral (defined below), a
first priority perfected continuing security interest, except with respect to
certain Intellectual Property Collateral listed on Exhibit A-1 to the Security
Agreement in which Akzo Nobel Pharma International, B.V., as Collateral Agent
under the Intellectual Property Security Agreement dated August 13, 1996 (the
"Collateral Agent"), has a first priority security interest (the "Akzo Security
Interest Collateral"), and with respect to the Akzo Security Interest
Collateral, a second priority perfected security interest until such time as
payment in full of the Debt underlying the Akzo Security Interest Collateral has
been made and, at such time, a first priority perfected security interest in the
Akzo Security Interest Collateral, in all of such Company Party's right, title
and interest in and to the following, whether now owned or hereafter acquired by
such Company Party and whether now or hereafter existing (collectively, the
"Intellectual Property Collateral"):
(a) all patents, patent applications and patentable inventions,
including, without limitation, each patent and patent application
identified in Schedule I attached hereto and made a part hereof, and
including without limitation (i) all inventions and improvements
described and claimed therein, (ii) the right to ▇▇▇ or otherwise
recover for any and all past, present and future infringements and
misappropriations thereof, (iii) all income, royalties, damages and
other payments now and hereafter due and/or payable with respect thereto
(including, without limitation, payments under all licenses entered into
in connection therewith, and damages and payments for past and future
infringements thereof), and (iv) all rights corresponding thereto
throughout the world and all reissues, divisions, continuations,
continuations-in-part, provisionals, substitutes, renewals, and
extensions thereof, all improvements thereon and all other rights of any
kind whatsoever of such Company Party accruing thereunder or pertaining
thereto (the "Patents");
(b) all trademarks, service marks, trade names, trade dress or
other indicia of trade origin, trademark and service ▇▇▇▇ registrations,
and applications for trademark or service ▇▇▇▇ registrations and any
renewals thereof, including, without limitation, each registration and
application identified in Schedule II attached hereto and made a part
hereof, and including without limitation (i) the right to ▇▇▇ or
otherwise recover for any and all past, present and future infringements
and misappropriations thereof, (ii) all income, royalties, damages and
other payments now and hereafter due and/or payable with respect thereto
(including, without limitation, payments under all licenses entered into
in connection therewith, and damages and payments for past or future
infringements thereof), and (iii) all rights corresponding thereto
throughout the
-2-
4
world and all other rights of any kind whatsoever of such Company Party
accruing thereunder or pertaining thereto, together in each case with
the goodwill of the business connected with the use of, and symbolized
by, each such trademark, service ▇▇▇▇, trade name, trade dress or other
indicia of trade origin (the "Trademarks");
(c) all copyrights, whether statutory or common law, and whether
or not the underlying works of authorship have been published, and all
works of authorship and other intellectual property rights therein, all
copyrights of works based on, incorporated in, derived from or relating
to works covered by such copyrights, all right, title and interest to
make and exploit all derivative works based on or adopted from works
covered by such copyrights, and all copyright registrations and
copyright applications, and any renewals or extensions thereof,
including, without limitation, each copyright registration and copyright
application, if any, identified in Schedule III attached hereto and made
a part hereof, and including, without limitation, (i) the right to
print, publish and distribute any of the foregoing, (ii) the right to
▇▇▇ or otherwise recover for any and all past, present and future
infringements and misappropriations thereof, (iii) all income,
royalties, damages and other payments now and hereafter due and/or
payable with respect thereto (including, without limitation, payments
under all licenses entered into in connection therewith, and damages and
payments for past or future infringements thereof), and (iv) all rights
corresponding thereto throughout the world and all other rights of any
kind whatsoever of such Company Party accruing thereunder or pertaining
thereto (the "Copyrights");
(d) all license agreements with any other person in connection
with any of the Patents, Trademarks or Copyrights, or such other
person's patents, trade names, trademarks, service marks or copyrights,
whether such Company Party is a licensor or licensee under any such
license agreement, including, without limitation, the license agreements
listed on Schedule IV attached hereto and made a part hereof, subject,
in each case, to the terms of such license agreements, including,
without limitation, terms requiring consent to a grant of a security
interest, and any right to prepare for sale, sell and advertise for
sale, all Inventory (as defined in the Security Agreement) now or
hereafter owned by such Company Party and now or hereafter covered by
such licenses (the "Licenses"); and
(e) all proceeds of any and all of the foregoing Intellectual
Property Collateral (including, without limitation, proceeds that
constitute property of the types described in clauses (a) - (d) of this
Section 1) and, to the extent not otherwise included, all (i) payments
under insurance (whether or not the Holders are the loss payees
thereof), or any indemnity, warranty or guaranty, payable by reason of
loss or damage to or otherwise with respect to any of the foregoing
Intellectual Property Collateral, and (ii) cash.
Until the Obligations shall have been satisfied in full and this Agreement shall
have been terminated, the Company and its Subsidiaries (as defined in the
Purchase Agreement), shall
-3-
5
not, without the Holders' prior written consent, which consent will not be
unreasonably withheld, create, incur or assume any pledge, sale, license or
assignment of any of the Intellectual Property Collateral, or grant, convey or
hypothecate any interest in the Intellectual Property Collateral, or take any
action the effect of which is to have created any Lien, encumbrance, claim,
charge, preference, priority or other restriction on the Intellectual Property
Collateral.
SECTION 2. Security Agreement. The security interest granted
hereby has been granted in conjunction with the security interest granted to the
Holders under the Security Agreement, which this Intellectual Property Security
Agreement supplements. Except as supplemented hereby, the Security Agreement
shall remain in full force and effect in accordance with its terms.
SECTION 3. Confirmation of Security Interest. The Company Parties
hereby confirm that pursuant to the Security Agreement, for good and valuable
consideration, the Company Parties have granted to the Holders a continuing
security interest in and to the Company Parties' entire right, title and
interest in all of the Collateral, including the Intellectual Property
Collateral, that the Company Parties' right, title and interest in the
Collateral is subject to such interest of the Holders and that such security
interest therein shall continue unimpaired by the security interest of the
Collateral granted hereby which serves as evidence of the continuing nature of
such interest in favor of the Holders.
SECTION 4. Representations and Warranties. Each Company Party
represents and warrants as to itself and its Intellectual Property Collateral as
follows:
(a) Such Company Party is the legal and beneficial owner of the
entire right, title and interest in and to the Intellectual Property
Collateral of such Company Party free and clear of any Lien, claim,
option or right of others, except for the liens and security interests
created by this Agreement and the lien created in favor of the
Collateral Agent. No effective financing statement or other instrument
similar in effect covering all or any part of such Intellectual Property
Collateral or listing such Company Party or any trade name of such
Company Party as debtor is on file in any recording office (including,
without limitation, the United States Patent and Trademark Office and
the United States Copyright Office), except such as may have been filed
in favor of the Holders relating to the Loan Documents and such as have
been filed in favor of the Collateral Agent.
(b) Set forth in Schedule I is a complete and accurate list of
all patents and all patent applications owned by the Company Parties.
Set forth in Schedule II is a complete and accurate list of all
trademark and service ▇▇▇▇ registrations and all trademark and service
▇▇▇▇ applications owned by the Company Parties. Set forth in Schedule
III is a complete and accurate list of all copyright registrations and
copyright applications owned by the Company Parties. Set forth in
Schedule IV is a complete and accurate list of all Licenses owned by the
Company Parties in which a Company
-4-
6
Party is (i) a licensor with respect to any of the Patents, Trademarks
or Copyrights, or (ii) a licensee of any other person's patents, trade
names, trademarks, service marks or copyrights. Except as set forth in
Schedule II, all necessary filings and recordations have been made to
protect and maintain the patents, patent applications, trademark and
service ▇▇▇▇ registrations, trademark and service ▇▇▇▇ applications,
copyright registrations, copyright applications and Licenses set forth
in Schedules I, II, III and IV.
(c) Each patent, patent application, trademark or service ▇▇▇▇
registration, trademark or service ▇▇▇▇ application, copyright
registration and copyright application of such Company Party set forth
in Schedules I, II and III is subsisting and has not been adjudged
invalid, unregistrable or unenforceable, in whole or in part. Each
License of such Company Party identified in Schedule IV is validly
subsisting and has not been adjudged invalid or unenforceable, in whole
or in part, and is valid and enforceable. Such Company Party is not
aware of any uses of any item of Intellectual Property Collateral which
could be expected to lead to such item becoming invalid or
unenforceable, including unauthorized uses by third parties and uses
which were not supported by the goodwill of the business connected with
such Intellectual Property Collateral.
(d) Such Company Party has not made a previous assignment,
transfer or agreement constituting a present or future assignment,
transfer or encumbrance of any of the Intellectual Property Collateral
other than the Intellectual Property Security Agreement dated August 13,
1996 with respect to the Akzo Security Interest Collateral. Such Company
Party has not granted any license (other than those listed on Schedule
IV hereto), release, covenant not to ▇▇▇, or non-assertion assurance to
any person with respect to any part of the Intellectual Property
Collateral.
(e) Such Company Party has used proper statutory notice in
connection with its use of each patent, each registered trademark and
service ▇▇▇▇ and each copyright contained in Schedules I, II and III.
(f) This Agreement creates in favor of the Holders a valid first
priority security interest in the Intellectual Property Collateral of
the Company Parties, except with respect to the Akzo Security Interest
Collateral and, with respect thereto, a second priority continuing
security interest until such time as payment in full of the Debt
underlying the Akzo Security Interest Collateral has been made and, at
such time, a first priority security interest in the Akzo Security
Interest Collateral, securing the payment of the Obligations, and all
filings and other actions necessary or desirable to perfect and protect
such security interest have been duly taken.
(g) With the exception of the consent of the Collateral Agent,
no consent of any other Person and no authorization, approval or other
action by, and no notice to or filing with, any governmental authority
or regulatory body or other Person is
-5-
7
required (i) for the assignment and grant by such Company Party of the
security interest assigned and granted hereby or for the execution,
delivery or performance of this Agreement by such Company Party, (ii)
for the perfection or maintenance of the security interest created
hereunder (including the first priority nature of such security
interest), except for the filing of financing and continuation
statements under the Uniform Commercial Code, which financing statements
have been duly filed, and the filing and recordal of this Agreement
with the United States Patent and Trademark Office and the United States
Copyright Office or (iii) for the exercise by the Holders of their
rights provided for in this Agreement or the remedies in respect of the
Intellectual Property Collateral pursuant to this Agreement.
(h) Except for the Licenses set forth in Schedule IV, the
Company Parties are not aware of any claims that are likely to be made
by any third party relating to any item of Intellectual Property
Collateral.
(i) Except as set forth in Schedule 3.13 of the Securities
Purchase Agreement, no claim has been made and is continuing or
threatened that any item of Intellectual Property Collateral is invalid
or unenforceable or that the use by such Company Party of any
Intellectual Property Collateral does or may violate the rights of any
Person. The Company Parties are not aware of any infringement of any
item of Intellectual Property Collateral.
(j) Such Company Party has taken all necessary steps to use
consistent standards of quality in the manufacture, distribution and
sale of all products sold and the provision of all services provided
under or in connection with any of the Trademarks and has taken all
reasonably necessary steps to ensure that all licensed users of any of
the Trademarks use such consistent standards of quality.
SECTION 5. Further Assurances. (a) Each Company Party agrees that
from time to time, at the expense of such Company Party, such Company Party will
promptly execute and deliver, and use its best efforts to cause to be executed
and delivered, all further instruments and documents, and take all further
action, that may be necessary or desirable, or that the Holders may request, in
order to perfect and protect any security interest assigned and granted or
purported to be assigned and granted hereby or to enable the Holders to exercise
and enforce its rights and remedies hereunder with respect to any part of the
Intellectual Property Collateral. Without limiting the generality of the
foregoing, each Company Party will execute and file such financing or
continuation statements, or amendments thereto, and such other instruments or
notices, as may be necessary or desirable, or as the Holders may request, in
order to perfect and preserve the security interest assigned and granted or
purported to be assigned and granted hereunder.
(b) Each Company Party hereby authorizes the Holders to file one
or more financing or continuation statements, and amendments thereto, relating
to all or any part of
-6-
8
the Intellectual Property Collateral without the signature of such Company Party
where permitted by law. A photocopy or other reproduction of this Agreement or
any financing statement covering the Intellectual Property Collateral or any
part thereof shall be sufficient as a financing statement where permitted by
law.
(c) Each Company Party will furnish to the Holders from time to
time statements and schedules further identifying and describing the
Intellectual Property Collateral and such other reports in connection with the
Intellectual Property Collateral as the Holders may reasonably request, all in
reasonable detail.
(d) Each Company Party agrees that, should it obtain an ownership
interest in any patent, patent application, patentable invention, trademark,
service ▇▇▇▇, trade name, trade dress, other indicia of trade origin, trademark
or service ▇▇▇▇ registration, trademark or service ▇▇▇▇ application, copyright,
work of authorship, copyright registration, copyright application or license,
which is not now a part of the Intellectual Property Collateral, (i) the
provisions of Section 1 shall automatically apply thereto, (ii) any such patent,
patent application, patentable invention, trademark, service ▇▇▇▇, trade name,
trade dress, indicia of trade origin, trademark or service ▇▇▇▇ registration or
trademark or service ▇▇▇▇ application (together with the goodwill of the
business connected with the use of same and symbolized by same), copyright, work
of authorship, copyright registration, copyright application or license shall
automatically become part of the Intellectual Property Collateral, and (iii)
with respect to any ownership interest in any patent, patent application,
trademark or service ▇▇▇▇ registration, trademark or service ▇▇▇▇ application,
copyright registration, copyright application or license that such Company Party
should obtain, it shall give prompt written notice thereof to the Holders in
accordance with the provisions of the Security Agreement. Each Company Party
authorizes the Holders to modify this Agreement by amending Schedules I, II, III
and IV (and will cooperate with the Holders in effecting any such amendment) to
include any patent, patent application, trademark or service ▇▇▇▇ registration,
trademark or service ▇▇▇▇ application, copyright registration, copyright
application or license which becomes part of the Intellectual Property
Collateral under this Section.
(e) With respect to each patent, patent application, trademark or
service ▇▇▇▇ registration, trademark or service ▇▇▇▇ application, copyright
registration, copyright application and License, such Company Party agrees to
take all necessary steps, including, without limitation, in the United States
Patent and Trademark Office, the United States Copyright Office or in any court,
to (i) maintain each such patent, trademark or service ▇▇▇▇ registration,
copyright registration and License of such Company Party, and (ii) pursue each
such patent application, trademark or service ▇▇▇▇ application, and copyright
application now or hereafter included in the Intellectual Property Collateral of
such Company Party, including, without limitation, the filing of responses to
office actions issued by the United States Patent and Trademark Office and the
United States Copyright Office, the filing of applications for renewal or
extension, the filing of affidavits under Sections 8 and 15 of the United States
Trademark Act, the filing of divisional, continuation, continuation-in-part and
-7-
9
substitute applications, the filing of applications for re-issue, renewal or
extensions, the payment of maintenance fees, and the participation in
interference, reexamination, opposition, cancellation, infringement and
misappropriation proceedings. Each Company Party agrees to take corresponding
steps with respect to each new or acquired patent, patent application, trademark
or service ▇▇▇▇ registration, trademark or service ▇▇▇▇ application, copyright
registration, copyright application or License to which it is now or later
becomes entitled. Any expenses incurred in connection with such activities shall
be borne by such Company Party. No Company Party shall, without the written
consent of the Holders, which consent will not be unreasonably withheld,
discontinue use of or otherwise abandon any patent or patentable invention,
trademark or service ▇▇▇▇, or copyright identified in Schedules I, II and III,
or abandon any right to file an application for letters patent, trademark or
service ▇▇▇▇ registration, or copyright registration, or abandon any pending
application for a letters patent, trademark or service ▇▇▇▇ registration, or
copyright registration identified in Schedules I, II and III.
(f) Each Company Party agrees to notify the Holders promptly and
in writing if it learns (i) that any item of the Intellectual Property
Collateral may be determined to have become abandoned or dedicated or (ii) of
any adverse determination or the institution of any proceeding (including,
without limitation, the institution of any proceeding in the United States
Patent and Trademark Office or any court) regarding any item of the Intellectual
Property Collateral.
(g) In the event that any Company Party becomes aware that any
item of the Intellectual Property Collateral is infringed or misappropriated by
a third party, such Company Party shall promptly notify the Holders and shall
take such actions as such Company Party or the Holders deems reasonable and
appropriate under the circumstances to protect such Intellectual Property
Collateral, including, without limitation, suing for infringement or
misappropriation and for an injunction against such infringement or
misappropriation. Any expense incurred in connection with such activities shall
be borne by such Company Party.
(h) Each Company Party shall continue to use proper statutory
notice in connection with its use of each of its patents, registered trademarks
and service marks, and copyrights contained in Schedules I, II and III.
(i) Each Company Party shall take all steps which it or the
Holders deem reasonable and appropriate under the circumstances to preserve and
protect each item of its Intellectual Property Collateral, including, without
limitation, maintaining the quality of any and all products or services used or
provided in connection with any of the Trademarks, consistent with the quality
of the products and services as of the date hereof, and taking all steps
necessary to ensure that all licensed users of any of the Trademarks use such
consistent standards of quality.
-8-
10
IN WITNESS WHEREOF, each Grantor has caused this Agreement to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written.
INTRACEL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President & Chief Executive Officer
▇▇▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President & Chief Executive Officer
PERIMMUNE HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Tide: President & Chief Executive Officer
PERIMMUNE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Tide: President & Chief Executive officer
-9-
11
NORTHSTAR HIGH YIELD FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
NORTHSTAR HIGH TOTAL RETURN FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
NORTHSTAR HIGH TOTAL RETURN FUND II
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
NORTHSTAR STRATEGIC INCOME FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
-10-
12
STATE OF WA )
) ss.:
COUNTY OF KING )
On the 20th day of August, 1998, before me personally came ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
to me known, who, being by me duly sworn, did depose and say he resides at ▇▇▇▇
▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and that he is the Pres/CEO of INTRACEL CORPORATION,
the corporation described in and which executed the above instrument; that he
has been authorized to execute said instrument on behalf of said corporation;
and that he signed said instrument on behalf of said corporation pursuant to
said authority.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
--------------------------------
Notary Public
------------------------------------
Notary Public
State of Washington
[Notarial Seal] ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
My Appointment Expires Jan. 15, 2002
------------------------------------
STATE OF WA )
) ss.:
COUNTY OF KING )
On the 20th day of August, 1998, before me personally came ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
to me known, who, being by me duly sworn, did depose and say he resides at ▇▇▇▇
▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and that he is the Pres/CEO of ▇▇▇▇▇▇▇, INC., the
corporation described in and which executed the above instrument; that he has
been authorized to execute said instrument on behalf of said corporation; and
that he signed said instrument on behalf of said corporation pursuant to said
authority.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
--------------------------------
Notary Public
------------------------------------
Notary Public
State of Washington
[Notarial Seal] ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
My Appointment Expires Jan. 15, 2002
------------------------------------
13
STATE OF WA )
) ss.:
COUNTY OF KING )
On the 20th day of August, 1998, before me personally came ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
to me known, who, being by me duly sworn, did depose and say he resides at ▇▇▇▇
▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and that he is the Pres/CEO of PERIMMUNE HOLDINGS,
INC., the corporation described in and which executed the above instrument; that
he has been authorized to execute said instrument on behalf of said corporation;
and that he signed said instrument on behalf of said corporation pursuant to
said authority.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
--------------------------------
Notary Public
------------------------------------
Notary Public
State of Washington
[Notarial Seal] ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
My Appointment Expires Jan. 15, 2002
------------------------------------
STATE OF WA )
) ss.:
COUNTY OF KING )
On the 20th day of August, 1998, before me personally came ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
to me known, who, being by me duly sworn, did depose and say he resides at ▇▇▇▇
▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and that he is the Pres/CEO of PERIMMUNE, INC., the
corporation described in and which executed the above instrument; that he has
been authorized to execute said instrument on behalf of said corporation; and
that he signed said instrument on behalf of said corporation pursuant to said
authority.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
--------------------------------
Notary Public
------------------------------------
Notary Public
State of Washington
[Notarial Seal] ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
My Appointment Expires Jan. 15, 2002
------------------------------------
14
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 25th day of August, 1998, before me personally came ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
to me known, who, being by me duly sworn, did depose and say he resides at
Fairfield County, CT and that he is the Vice President of NORTHSTAR HIGH YIELD
FUND, the institution described in and which executed the above instrument; that
he has been authorized to execute said instrument on behalf of said institution;
and that he signed said instrument on behalf of said institution pursuant to
said authority.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------
Notary Public
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
[Notarial Seal] NOTARY PUBLIC
MY COMMISSION EXPIRES FEB. 23, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK )
On the 25th day of August, 1998, before me personally came ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
to me known, who, being by me duly sworn, did depose and say he resides at
Fairfield County, CT and that he is the Vice President of NORTHSTAR HIGH TOTAL
RETURN FUND, the institution described in and which executed the above
instrument; that he has been authorized to execute said instrument on behalf of
said institution; and that he signed said instrument on behalf of said
institution pursuant to said authority.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------
Notary Public
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
[Notarial Seal] NOTARY PUBLIC
MY COMMISSION EXPIRES FEB. 23, ▇▇▇▇
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK )
On the 25th day of August, 1998, before me personally came ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
to me known, who, being by me duly sworn, did depose and say he resides at
Fairfield County, CT and that he is the Vice President of NORTHSTAR HIGH TOTAL
REFUND FUND II, the institution described in and which executed the above
instrument; that he has been authorized to execute said instrument on behalf of
said institution; and that he signed said instrument on behalf of said
institution pursuant to said authority.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------
Notary Public
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
[Notarial Seal] NOTARY PUBLIC
MY COMMISSION EXPIRES FEB. 23, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK )
On the 25th day of August, 1998, before me personally came ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
to me known, who, being by me duly sworn, did depose and say he resides at
Fairfield County, CT and that he is the Vice President of NORTHSTAR STRATEGIC
INCOME FUND, the institution described in and which executed the above
instrument; that he has been authorized to execute said instrument on behalf of
said institution; and that he signed said instrument on behalf of said
institution pursuant to said authority.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------
Notary Public
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
[Notarial Seal] NOTARY PUBLIC
MY COMMISSION EXPIRES FEB. 23, 2003
