EXHIBIT 10.7
EXHIBIT A
GRANT OF SECURITY INTEREST
(PATENTS)
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GRANT OF SECURITY INTEREST
(PATENTS)
THIS GRANT OF SECURITY INTEREST (PATENTS), DATED AS OF NOVEMBER 19,
2001, BY AND BETWEEN CRONOS EQUIPMENT (BERMUDA) LIMITED, A COMPANY ORGANIZED AND
EXISTING UNDER THE LAWS OF THE ISLANDS OF BERMUDA ("ASSIGNOR"), AND FORTIS BANK
(NEDERLAND) N.V. (F/K/A MEESPIERSON N.V.), A NAAMLOZE VENNOOTSCHAP ("ASSIGNEE").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Collateral Agreement, dated as of November 16,
2001 (as the same may be amended, modified, supplemented, or restated from time
to time, the "Collateral Agreement) by and between Assignor, Cronos Finance
(Bermuda) Limited, a company organized and existing under the laws of the
islands of Bermuda ("CFL"), and Assignee, Assignor has granted to Assignee a
security interest in all of Assignor's right, title and interest, whether
presently existing or hereinafter arising or acquired, in, to and under all of
the "Intellectual Property," as defined in the Collateral Agreement; and
WHEREAS, Assignee has agreed to extend credit to and for the benefit of CFL on
the condition, among others, that Assignor grant a security interest in and to,
and assign for security purposes (and not as an absolute assignment) in favor of
and to Assignee, all of Assignor's right, title, and interest in and to the
Intellectual Property to secure payment and performance of the "Secured
Obligations" (as such term is defined in the Collateral Agreement).
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, as collateral security for the prompt and complete payment and
performance when due of the Secured Obligations, Assignor hereby represents,
warrants, covenants and agrees as follows:
1. Unless otherwise defined herein, the terms defined in the Collateral
Agreement are used herein as therein defined.
2. As security for the full, complete, and final payment and
performance when due (whether at stated maturity, by acceleration, or otherwise)
of all of the Secured Obligations, Assignor hereby assigns, conveys, mortgages,
pledges, hypothecates, and transfers to Assignee, and hereby grants to Assignee
a security interest in and to all of Assignor's respective right, title, and
interest in, to and under all Patents, Trademarks, and other Intellectual
Property, as defined in the Collateral Agreement, including, without limitation,
each registered patent and applications for letters patent, and all trademarks,
tradenames, corporate names, business names, trade styles, service marks, logos
and other source of business identifiers, prints, and labels listed on Schedule
1 hereto, including, without limitation, all income, payments, proceeds, and
products of the foregoing, the right to xxx for past, present, and future
infringements, all rights corresponding thereto
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throughout the world, all goodwill therein or in business connected with or
symbolized by any such Trademarks, and all reissues, divisions,
continuations-in-part, and renewals thereof.
Assignor does hereby further acknowledge and affirm that the rights and remedies
of Assignee with respect to the assignment of and security interest in the
Intellectual Property made and granted hereby are more fully set forth in the
Collateral Agreement (or in the "Loan Agreement" referred to therein), the terms
and provisions of which are incorporated herein by reference.
Following the payment in full of the Secured Obligations and the termination of
the Loan Agreement referenced in the Collateral Agreement in accordance with its
terms, the security interest, this Grant of Security Interest (Patents), and any
and all financing statements granted to or filed on behalf of Assignee will be
automatically terminated, released, and/or reassigned to Assignor and Assignee
will execute such instruments as may be reasonably requested to evidence such
termination, release, and/or reassignment. IN WITNESS WHEREOF, each of the
parties has caused this Grant of the Security Interest (Patents) to be duly
executed by its officer(s) thereunto duly authorized as of the date first above
written.
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ASSIGNOR:
CRONOS EQUIPMENT (BERMUDA) LIMITED
By /s/ XXXXXX X XXXXX
Xxxxxx X Xxxxx
Its Director
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ASSIGNEE:
FORTIS BANK (NEDERLAND) N.V.
By /s/ MERIJN ZONDAG
Merijn Xxxxxx
XXXXX VAN LACUM
Menno Van Lacum
Its
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ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN FRANCISCO )
On this 20th day of November, 2001, before me, the undersigned Notary
Public, personally appeared Xxxxxx X Xxxxx, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he/she executed
the same in her/his authorized capacity, and that by his/her signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ XXXXXXX X XXXX
Xxxxxxx X Xxxx
Notary Public in and for said
County and State
My commission expires:
November 25, 2002
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