OTHER JURISDICTION OR WITH RESPECT TO
ANY OTHER PARTY, OR ANY OTHER PROVISIONS OF THIS AGREEMENT.
13.
COUNTERPARTS; TELEFACSIMILE EXECUTION.
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.
DELIVERY OF AN EXECUTED COUNTERPART OF THIS AGREEMENT BY
TELEFACSIMILE SHALL BE EQUALLY AS EFFECTIVE AS DELIVERY OF AN ORIGINAL EXECUTED
COUNTERPART OF THIS AGREEMENT.
ANY PARTY DELIVERING AN EXECUTED COUNTERPART OF
THIS AGREEMENT BY TELEFACSIMILE ALSO SHALL DELIVER AN ORIGINAL EXECUTED
COUNTERPART OF THIS AGREEMENT BUT THE FAILURE TO DELIVER AN ORIGINAL EXECUTED
COUNTERPART SHALL NOT AFFECT THE VALIDITY, ENFORCEABILITY, AND BINDING EFFECT OF
THIS AGREEMENT.
14.
FINANCING AGREEMENT.
DEBTOR ACKNOWLEDGES THAT THE RIGHTS AND
REMEDIES OF COLLATERAL AGENT WITH RESPECT TO THE SECURITY INTERESTS IN THE
PATENT COLLATERAL GRANTED HEREBY ARE MORE FULLY SET FORTH IN THE SECURITY
AGREEMENT AND FINANCING AGREEMENT AND ALL SUCH RIGHTS AND REMEDIES ARE
CUMULATIVE.
15.
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 ACCORDANCE WITH THEIR RESPECTIVE TERMS.
16.
TERMINATION.
UPON THE INDEFEASIBLE PAYMENT 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 AND THE
SECURITY INTERESTS GRANTED HEREUNDER SHALL TERMINATE AND COLLATERAL AGENT SHALL
EXECUTE AND DELIVER SUCH DOCUMENTS AND INSTRUMENTS AND TAKE SUCH FURTHER ACTION
REASONABLY REQUESTED BY DEBTOR AND AT DEBTOR'S EXPENSE AS SHALL BE NECESSARY TO
EVIDENCE TERMINATION OF THE SECURITY INTERESTS GRANTED BY DEBTOR TO COLLATERAL
AGENT FOR THE BENEFIT OF THE LENDER GROUP HEREUNDER.
11
[Signature page follows]
12
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 Patent Security Agreement
ISSUED PATENTS AS OF THE DATE HEREOF
Owner
Patent
Patent Number
Elgar Electronics Corporation
"Overvoltage Protection Circuit"
6,239,961
Elgar Electronics Corporation
"Optimal and Adaptive Control of Variable Speed AC Motor Drives"
4,387,421
Elgar Electronics Corporation (formerly owned by Power Ten)
"Internally Programmable Modular Power Supply Method"
5,917,719
A-1
SCHEDULE B
to the Patent Security Agreement
PENDING PATENTS AS OF THE DATE HEREOF
NONE.
B-1