EXHIBIT 10.36
CONSENT
CONSENT (this "Consent"), dated as of December 30, 2005, in
connection with that certain Collateral Assignment of Rights under Security
Agreement (the "Assignment"), dated as of January 31, 2003, between DMTR, LLC
("Borrower"), and Commerce Bank, N.A. ("Bank").
W I T N E S S E T H:
WHEREAS, Borrower and Bank entered into a Revolving Line of Credit
Agreement dated January 31, 2003 (as amended from time to time, the "Credit
Agreement");
WHEREAS, to secure the obligations of Borrower under the Credit
Agreement, Borrower and Bank entered into the Assignment pursuant to which
Borrower collaterally assigned to Bank all of Borrower's rights under that
certain Security Agreement (the "Datametrics Security Agreement"), dated as of
January 31, 2001, between Datametrics Corporation ("Datametrics") and Borrower;
WHEREAS, Borrower desires to release its liens and terminate its
rights under the Datametrics Security Agreement; and
WHEREAS, Section 3(b) of the Assignment provides that Borrower may
not cancel or terminate the Datametrics Security Agreement without Bank's prior
written consent.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.
2. Consent. Bank hereby consents to the release by Borrower of its
liens under, and the termination of, the Datametrics Security Agreement; and
waives any Event of Default that would otherwise arise under the Loan Agreement
or any other Loan Document as a result of such release and termination or
entering into any agreement with respect to such release and termination.
3. Governing Law; Counterparts. This Consent and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the internal laws of the State of New York. This
Consent may be executed by one or more of the parties hereto on any number of
separate counterparts (including by facsimile transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto caused this Consent to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
COMMERCE BANK, N.A.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: EVP
DMTR, LLC
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Member
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