Common use of Other Intercreditor Agreements Clause in Contracts

Other Intercreditor Agreements. Secured Parties acknowledge that (i) Bank is party to the Intercreditor Agreement, dated as of the date hereof, with TRGP, and (ii) Creditor is party to the Intercreditor Agreement, dated as of the date hereof, with TRGP. SILICON VALLEY BANK SVIC NO. 28 NEW TECHNOLOGY BUSINESS INVESTMENT L.L.P. By By Title Title Borrower consents to the terms of this Amended and Restated Intercreditor Agreement and agrees not to take any actions inconsistent therewith. Borrower agrees to execute all such documents and instruments and take all such actions as any Secured Party shall reasonably request in order to carry out the purposes of this Agreement. Borrower further agrees that, at any time and from time to time, the foregoing Agreement may be altered, modified or amended by the Creditor and Bank without notice to or the consent of Borrower. NETLIST, INC. By Title Bank Priority Collateral consists of all of Borrower’s right, title and interest in and to the following personal property exclusive of Creditor Priority Collateral: All right, title and interest of Borrower in and to the following, whether now owned or hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, all of the above, and all Borrower’s books relating to any of the above. As used above the following terms have the following meanings:

Other Intercreditor Agreements. Secured Parties acknowledge that (i) Bank is party to the that certain Intercreditor Agreement, dated as of the date hereofNovember 18, 2015, with TRGPSVIC NO. 28 New Technology Business Investment L.L.P. (“SVIC”), and (ii) Creditor is party to the that certain Intercreditor Agreement, dated as of the date hereof, with TRGPSVIC (such agreements, as they may be modified with the consent of the parties thereto, collectively, the “SVIC Intercreditor Agreements”). Secured Parties acknowledge that the provisions of this Agreement apply only as between Secured Parties, and that neither Secured Party shall be in breach of this agreement by virtue of its compliance with the SVIC Intercreditor Agreement to which it is a party. SILICON VALLEY BANK SVIC NO. 28 NEW TECHNOLOGY BUSINESS INVESTMENT L.L.P. TR GLOBAL FUNDING V, LLC By /s/ Xxxxxx Xxxxxxxxx By /s/ Xxxxxxx X. Xxxxx Title VP Title CEO Borrower consents to the terms of this Amended and Restated Intercreditor Agreement and agrees not to take any actions inconsistent therewith. Borrower agrees to execute all such documents and instruments and take all such actions as any Secured Party shall reasonably request in order to carry out the purposes of this Agreement. Borrower further agrees that, at any time and from time to time, the foregoing Agreement may be altered, modified or amended by the Creditor and Bank without notice to or the consent of Borrower. NETLIST, INC. By /s/ Xxxx Xxxxxx Title CFO, VP, Secretary Bank Priority Collateral consists of all of Borrower’s right, title and interest in and to the following personal property exclusive of Creditor Priority Collateral: All right, title and interest of Borrower in and to the following, whether now owned or hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, all of the above, and all Borrower’s books relating to any of the above. As used above the following terms have the following meanings:

Other Intercreditor Agreements. Secured Parties acknowledge that (i) SVIC is party to the Amended and Restated Intercreditor Agreement, dated as of the date hereof, with Silicon Valley Bank (“Bank”), and (ii) TRGP is party to the Intercreditor Agreement, dated as of the date hereof, with TRGPBank. TR GLOBAL FUNDING V, and (ii) Creditor is party to the Intercreditor Agreement, dated as of the date hereof, with TRGP. SILICON VALLEY BANK LLC SVIC NO. 28 NEW TECHNOLOGY BUSINESS INVESTMENT L.L.P. By /s/ Xxxxxxx X. Xxxxx Title: CEO By Title Title /s/Young Xxx Xxxx Title: CFO Borrower consents to the terms of this Amended and Restated Intercreditor Agreement and agrees not to take any actions inconsistent therewith. Borrower agrees to execute all such documents and instruments and take all such actions as any Secured Party shall reasonably request in order to carry out the purposes of this Agreement. Borrower further agrees that, at any time and from time to time, the foregoing Agreement may be altered, modified or amended by the Creditor SVIC and Bank TRGP without notice to or the consent of Borrower. NETLIST, INC. By /s/ Xxxx Xxxxxx Title Bank CFO, VP, Secretary SVIC Priority Collateral consists of all of Borrower’s right, title and interest in and to the following personal property property, exclusive of Creditor TRGP Priority Collateral: : (a) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles (including payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights, money, and all of Borrower’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; (b) all cash proceeds and/or noncash proceeds of any of the foregoing, including insurance proceeds, and all supporting obligations and the security therefor or for any right to payment. All terms above have the meanings given to them in the New York Uniform Commercial Code, as amended or supplemented from time to time. Notwithstanding the foregoing, the SVIC Priority Collateral does not include more than sixty-five percent (65%) of the voting securities of any Subsidiary organized in a jurisdiction outside of the United States. TRGP Priority Collateral consists of all of the Borrower’s right, title and interest in, to and under the following, wherever located and whether now or hereafter existing and whether now owned or hereafter acquired: (a) the Commercial Tort Claim referred to below; (b) the Recoveries (as defined below); (c) the obligation of the Reference Entity (as defined below) to pay the Recoveries and any other amounts determined to be owing by the Reference Entity in respect of the Claim (as defined below) or the Commercial Tort Claim (as defined below) (collectively, the “Reference Entity Debt”); (d) all Supporting Obligations (as defined in the UCC) relating to the Reference Entity Debt, including any bond posted to insure the payment thereof; and (e) all Proceeds, including all Cash Proceeds and Noncash Proceeds (each as defined in the UCC), and products of any and all of the foregoing; in each case, howsoever the Borrower's interest therein may arise or appear (whether by ownership, security interest, claim or otherwise). Without limiting the generality of the foregoing, the TRGP Priority Collateral consists of all rights of the Borrower in and to the following, whether now owned or hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any Claim and all claimsjudgments, settlements and recoveries therein or other resolutions thereof. The foregoing grant includes all rights, powers and options (but none of the obligations, if any) of the Borrower under any instrument included in the TRGP Priority Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for payments in respect of the TRGP Priority Collateral and all other monies payable under the TRGP Priority Collateral, to give and receive notices and other communications, to exercise all rights and interests options, to bring proceedings in any the name of the above, Borrower or otherwise and all guaranties generally to do and security for any of receive anything that the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, all of Borrower is or may be entitled to do or receive under or with respect to the above, and all Borrower’s books relating to any of the aboveTRGP Priority Collateral. As used above the following terms have the following meanings:

Other Intercreditor Agreements. Secured Parties acknowledge In the event that (i) Bank the Company or any Subsidiary incurs any obligations secured by a Lien on any Collateral that is party junior to Liens thereon securing any Series of Non-ABL Obligations or the ABL Obligations, then the ABL Facility Agent and the First Lien/Second Lien Intercreditor Agent shall enter into an intercreditor agreement with the agent or trustee for the secured parties with respect to such secured obligation to reflect the relative Lien priorities of such parties with respect to the Intercreditor AgreementCollateral and governing the relative rights, dated benefits and privileges as among such parties in respect of the date hereofCollateral, including as to application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with TRGPrespect to the Collateral, in each case so long as such secured obligations are not prohibited by, and (ii) Creditor is party to the Intercreditor Agreement, dated as of the date hereof, with TRGP. SILICON VALLEY BANK SVIC NO. 28 NEW TECHNOLOGY BUSINESS INVESTMENT L.L.P. By By Title Title Borrower consents to the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Amended Agreement or the other ABL Facility Documents or Non-ABL Documents, as the case may be. Each party hereto agrees that the ABL Facility Secured Parties (as among themselves) and Restated Intercreditor the Non-ABL Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Applicable Senior Collateral Agent governing the rights, benefits and privileges as among the ABL Facility Secured Parties or as among the Non-ABL Secured Parties, as the case may be, in respect of any or all of the Collateral, this Agreement and agrees the applicable Senior Collateral Documents, as the case may be, including as to the application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not to take any actions inconsistent therewith. Borrower agrees to execute all such documents and instruments and take all such actions as any Secured Party shall reasonably request in order to carry out violate or conflict with the purposes provisions of this AgreementAgreement or the other applicable Senior Collateral Documents, as the case may be. Borrower further agrees thatIf any such intercreditor agreement (or similar arrangement) is entered into, at the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any time other ABL Facility Document or Non-ABL Document, and the provisions of this Agreement and the other ABL Facility Documents and Non-ABL Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to timetime in accordance with the terms thereof, the foregoing Agreement may be altered, modified or amended by the Creditor and Bank without notice including to or the consent of Borrower. NETLIST, INC. By Title Bank Priority Collateral consists of all of Borrower’s right, title and interest in and to the following personal property exclusive of Creditor Priority Collateral: All right, title and interest of Borrower in and to the following, whether now owned or hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, all of the above, and all Borrower’s books relating give effect to any of the above. As used above the following terms have the following meanings:intercreditor agreement (or similar arrangement)).

Other Intercreditor Agreements. Secured Parties acknowledge In the event that (i) Bank any Grantor or any of its Subsidiaries incurs any obligations secured by a Lien on any Collateral that is party junior to Liens thereon securing any Series of Non-ABL Obligations or the ABL Obligations, then the ABL Facility Agent and the Intercreditor Agent shall enter into an intercreditor agreement in form and substance satisfactory to each of them with the agent or trustee for the secured parties with respect to such secured obligation to reflect the relative Lien priorities of such parties with respect to the Intercreditor AgreementCollateral and governing the relative rights, dated benefits and privileges as among such parties in respect of the date hereofCollateral, including as to application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with TRGPrespect to the Collateral, in each case so long as such secured obligations are not prohibited by, and (ii) Creditor is party to the Intercreditor Agreement, dated as of the date hereof, with TRGP. SILICON VALLEY BANK SVIC NO. 28 NEW TECHNOLOGY BUSINESS INVESTMENT L.L.P. By By Title Title Borrower consents to the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Amended Agreement or any of the Secured Documents then in effect, as the case may be. Each party hereto agrees that the ABL Facility Secured Parties (as among themselves) and Restated Intercreditor the Non-ABL Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Applicable Senior Collateral Agent governing the rights, benefits and privileges as among the ABL Facility Secured Parties or as among the Non-ABL Secured Parties, as the case may be, in respect of any or all of the Collateral, this Agreement and agrees the applicable Senior Collateral Documents, as the case may be, including as to the application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not to take any actions inconsistent therewith. Borrower agrees to execute all such documents and instruments and take all such actions as any Secured Party shall reasonably request in order to carry out violate or conflict with the purposes provisions of this AgreementAgreement or the other applicable Senior Collateral Documents, as the case may be. Borrower further agrees thatIf any such intercreditor agreement (or similar arrangement) is entered into, at the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any time other ABL Facility Document or Non-ABL Document, and the provisions of this Agreement and the other ABL Facility Documents and Non-ABL Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to timetime in accordance with the terms thereof, the foregoing Agreement may be altered, modified or amended by the Creditor and Bank without notice including to or the consent of Borrower. NETLIST, INC. By Title Bank Priority Collateral consists of all of Borrower’s right, title and interest in and to the following personal property exclusive of Creditor Priority Collateral: All right, title and interest of Borrower in and to the following, whether now owned or hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, all of the above, and all Borrower’s books relating give effect to any of the above. As used above the following terms have the following meanings:intercreditor agreement (or similar arrangement)).