JURISDICTION OR WITH RESPECT TO SUCH PARTY SHALL, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, NOT INVALIDATE OR RENDER ILLEGAL OR UNENFORCEABLE
ANY SUCH PROVISION IN ANY OTHER JURISDICTION OR WITH RESPECT TO ANY OTHER PARTY,
OR ANY OTHER PROVISIONS OF THIS AGREEMENT.
15.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
16.
FINANCING AGREEMENT. DEBTOR ACKNOWLEDGES THAT THE RIGHTS AND REMEDIES OF
COLLATERAL AGENT WITH RESPECT TO THE SECURITY INTEREST IN THE TRADEMARK
COLLATERAL GRANTED HEREBY ARE MORE FULLY SET FORTH IN THE FINANCING AGREEMENT
AND THE SECURITY AGREEMENT AND ALL SUCH RIGHTS AND REMEDIES ARE CUMULATIVE.
17.
NO INCONSISTENT REQUIREMENTS.
DEBTOR ACKNOWLEDGES THAT THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS MAY CONTAIN COVENANTS AND OTHER TERMS AND PROVISIONS
VARIOUSLY STATED REGARDING THE SAME OR SIMILAR MATTERS, AND DEBTOR AGREES THAT
ALL SUCH COVENANTS, TERMS AND PROVISIONS ARE CUMULATIVE AND ALL SHALL BE
PERFORMED AND SATISFIED IN
9
ACCORDANCE WITH THEIR RESPECTIVE TERMS.
DEBTOR AGREES THAT, TO THE EXTENT OF
ANY CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE FINANCING
AGREEMENT, THE PROVISIONS OF THE FINANCING AGREEMENT SHALL GOVERN.
DEBTOR
FURTHER AGREES THAT, TO THE EXTENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF
THIS AGREEMENT AND THE SECURITY AGREEMENT, THE PROVISIONS OF THIS AGREEMENT
SHALL GOVERN.
18.
TERMINATION.
UPON THE PAYMENT AND PERFORMANCE IN FULL IN CASH OF THE
SECURED OBLIGATIONS, INCLUDING THE CASH COLLATERALIZATION, EXPIRATION, OR
CANCELLATION OF ALL SECURED OBLIGATIONS, IF ANY, CONSISTING OF LETTERS OF
CREDIT, AND THE FULL AND FINAL TERMINATION OF ANY COMMITMENT TO EXTEND ANY
FINANCIAL ACCOMMODATIONS UNDER THE FINANCING AGREEMENT, THIS AGREEMENT SHALL
TERMINATE, AND COLLATERAL AGENT SHALL EXECUTE AND DELIVER SUCH DOCUMENTS AND
INSTRUMENTS AND TAKE SUCH FURTHER ACTION REASONABLY REQUESTED BY DEBTOR, AT
DEBTOR'S EXPENSE, AS SHALL BE NECESSARY TO EVIDENCE TERMINATION OF THE SECURITY
INTEREST GRANTED BY DEBTOR TO COLLATERAL AGENT FOR THE BENEFIT OF THE LENDER
GROUP HEREUNDER, INCLUDING CANCELLATION OF THIS AGREEMENT BY WRITTEN NOTICE FROM
COLLATERAL AGENT TO THE PTO.
[Signature page follows]
10
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the date first above written.
ELGAR ELECTRONICS CORPORATION,
a California corporation
By:
/s/ Joseph A. Stroud
Name:
Joseph A. Stroud
Title:
Chief Financial Officer
S-1
ABLECO FINANCE LLC,
a Delaware limited liability company
By:
/s/ Kevin Genda
Name:
Kevin Genda
Title:
Senior Vice President
S-2
SCHEDULE A
to the Trademark Security Agreement
Trademarks of Debtor
Owner
Trademark
Serial
Number/Registration
Number
Elgar Electronics Corporation
ELGAR
76/351,996
Elgar Electronics Corporation
ELGAR & Design
76/351,976
Elgar Electronics Corporation
SmartWave
76/351,975
Elgar Electronics Corporation
SW
75/791,012
Elgar Electronics Corporation
TW
76/351,977
Elgar Electronics Corporation
EW
75/791,010
Elgar Electronics Corporation
GUPS
75/791,375
Elgar Electronics Corporation
ContinuousWave
75/789,634
Elgar Electronics Corporation
CW
75/789,635
Elgar Electronics Corporation
Sorensen
0972782
A-1