{"id":41136,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/loan-and-security-agreement-silicon-valley-bank-and-invision3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-and-security-agreement-silicon-valley-bank-and-invision3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/loan-and-security-agreement-silicon-valley-bank-and-invision3.html","title":{"rendered":"Loan and Security Agreement &#8211; Silicon Valley Bank and InVision Technologies Inc."},"content":{"rendered":"<pre>\nSILICON VALLEY BANK\n\n          LOAN AND SECURITY AGREEMENT\n\n\nBORROWER: INVISION TECHNOLOGIES, INC.\n\nADDRESS:  7151 GATEWAY BLVD.\n          NEWARK, CALIFORNIA 94560\n\nDATE:     NOVEMBER 8, 2000\n\n\nTHIS LOAN AND SECURITY AGREEMENT is entered into on the above date between \nSILICON VALLEY BANK, COMMERCIAL FINANCE DIVISION (\"Silicon\"), whose address \nis 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named \nabove (jointly and severally, the \"Borrower\"), whose chief executive office \nis located at the above address (\"Borrower's Address\"). The Schedule to this \nAgreement (the \"Schedule\") shall for all purposes be deemed to be a part of \nthis Agreement, and the same is an integral part of this Agreement. \n(Definitions of certain terms used in this Agreement are set forth in Section \n8 below.)\n\n1. LOANS.\n\n   1.1 LOANS. Silicon will make loans to Borrower (the \"Loans\"), in amounts \ndetermined by Silicon in its sole discretion, up to the amounts (the \"Credit \nLimit\") shown on the Schedule, provided no Default or Event of Default has \noccurred and is continuing, and subject to deduction of any Reserves for \naccrued interest and such other Reserves as Silicon deems proper from time to \ntime.\n\n   1.2 INTEREST. All Loans and all other monetary Obligations shall bear \ninterest at the rate shown on the Schedule, except where expressly set forth \nto the contrary in this Agreement. Interest shall be payable monthly, on the \nlast day of the month. Interest may, in Silicon's discretion, be charged to \nBorrower's loan account, and the same shall thereafter bear interest at the \nsame rate as the other Loans. Silicon may, in its discretion, charge interest \nto Borrower's Deposit Accounts maintained with Silicon. Regardless of the \namount of Obligations that may be outstanding from time to time, Borrower \nshall pay Silicon minimum monthly interest during the term of this Agreement \nin the amount set forth on the Schedule (the \"Minimum Monthly Interest\").\n\n   1.3 OVERADVANCES. If at any time or for any reason the total of all \noutstanding Loans and all other Obligations exceeds the Credit Limit (an \n\"Overadvance\"), Borrower shall immediately pay the amount of the excess to \nSilicon, without notice or demand. Without limiting Borrower's obligation to \nrepay to Silicon on demand the amount of any Overadvance, Borrower agrees to \npay Silicon interest on the outstanding amount of any Overadvance, on demand, \nat a rate equal to the interest rate which would otherwise be applicable to \nthe Overadvance, plus an additional 2% per annum.\n\n   1.4 FEES. Borrower shall pay Silicon the fee(s) shown on the Schedule, \nwhich are in addition to all interest and other sums payable to Silicon and \nare not refundable.\n\n   1.5 LETTERS OF CREDIT. At the request of Borrower, Silicon may, in its \nsole discretion, issue or arrange for the issuance of letters of credit for \nthe account of Borrower, in each case in form and substance satisfactory to \nSilicon in its sole discretion (collectively, \"Letters of Credit\"). The \naggregate face amount of all outstanding Letters of Credit from time to time \nshall not exceed the amount shown on the Schedule (the \"Letter of Credit \nSublimit\"), and shall be reserved against Loans which would otherwise be \navailable hereunder. Borrower shall pay all bank charges (including charges \nof Silicon) for the issuance of Letters of Credit, together with such \nadditional fee as Silicon's letter of credit department shall charge in \nconnection with the issuance of the Letters of Credit. Any payment by Silicon \nunder or in connection with a Letter of Credit shall constitute a Loan \nhereunder on the date such payment is made. Each Letter of Credit shall have \nan expiry date no later than thirty days prior to the Maturity Date unless \ncash secured in accordance with Section 6.3 hereof. Borrower hereby agrees to \nindemnify, save, and hold Silicon harmless from any loss, cost, expense, or \nliability, including payments made by Silicon, expenses, and reasonable \nattorneys' fees incurred by Silicon arising out of or in connection with any \nLetters of Credit. Borrower agrees to be bound by the regulations and \ninterpretations of the issuer of any Letters of Credit guarantied by Silicon \nand opened for Borrower's account or by Silicon's interpretations of any \nLetter of Credit issued by Silicon for Borrower's account, and Borrower \nunderstands and agrees that Silicon shall not be liable for any error, \nnegligence, or mistake, whether of omission or commission, in following \nBorrower's instructions or those contained in the Letters of Credit or any \nmodifications, amendments, or supplements thereto but nothing herein shall \nrelieve Silicon from liability for its own gross negligence or willful \nmisconduct. Borrower understands that Letters of Credit may require Silicon \nto indemnify the issuing bank for certain costs or liabilities arising out of \nclaims by Borrower against such issuing bank.\n\n                                       1\n\n\n         SILICON VALLEY BANK                  LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\nBorrower hereby agrees to indemnify and hold Silicon harmless with respect to \nany loss, cost, expense, or liability incurred by Silicon under any Letter of \nCredit as a result of Silicon's indemnification of any such issuing bank. The \nprovisions of this Loan Agreement, as it pertains to Letters of Credit, and \nany other present or future documents or agreements between Borrower and \nSilicon relating to Letters of Credit are cumulative.\n\n2. SECURITY INTEREST.\n\n   2.1 SECURITY INTEREST. To secure the payment and performance of all of the \nObligations when due, Borrower hereby grants to Silicon a security interest \nin all of Borrower's interest in the following, whether now owned or \nhereafter acquired, and wherever located:  All Inventory, Equipment, \nReceivables, and General Intangibles, including, without limitation, all of \nBorrower's Deposit Accounts, and all money, and all property now or at any \ntime in the future in Silicon's possession (including claims and credit \nbalances), and all proceeds (including proceeds of any insurance policies, \nproceeds of proceeds and claims against third parties), all products and all \nbooks and records related to any of the foregoing (all of the foregoing, \ntogether with all other property in which Silicon may now or in the future be \ngranted a lien or security interest, is referred to herein, collectively, as \nthe \"Collateral\").\n\n3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER.\n\n   In order to induce Silicon to enter into this Agreement and to make Loans, \nBorrower represents and warrants to Silicon as follows, and Borrower \ncovenants that the following representations will continue to be true, and \nthat Borrower will at all times comply with all of the following covenants:\n\n   3.1 CORPORATE EXISTENCE AND AUTHORITY. Borrower, if a corporation, is and \nwill continue to be, duly organized, validly existing and in good standing \nunder the laws of the jurisdiction of its incorporation. Borrower is and will \ncontinue to be qualified and licensed to do business in all jurisdictions in \nwhich any failure to do so would have a material adverse effect on Borrower. \nThe execution, delivery and performance by Borrower of this Agreement, and \nall other documents contemplated hereby (i) have been duly and validly \nauthorized, (ii) are enforceable against Borrower in accordance with their \nterms (except as enforcement may be limited by equitable principles and by \nbankruptcy, insolvency, reorganization, moratorium or similar laws relating \nto creditors' rights generally), and (iii) do not violate Borrower's articles \nor certificate of incorporation, or Borrower's by-laws, or any law or any \nmaterial agreement or instrument which is binding upon Borrower or its \nproperty, and (iv) do not constitute grounds for acceleration of any material \nindebtedness or obligation under any material agreement or instrument which \nis binding upon Borrower or its property.\n\n   3.2 NAME; TRADE NAMES AND STYLES. The name of Borrower set forth in the \nheading to this Agreement is its correct name. Listed on the Schedule are all \nprior names of Borrower and all of Borrower's present and prior trade names. \nBorrower shall give Silicon 30 days' prior written notice before changing its \nname or doing business under any other name. Borrower has complied, and will \nin the future comply, with all laws relating to the conduct of business under \na fictitious business name.\n\n   3.3 PLACE OF BUSINESS; LOCATION OF COLLATERAL. The address set forth in \nthe heading to this Agreement is Borrower's chief executive office. In \naddition, Borrower has places of business and Collateral is located only at \nthe locations set forth on the Schedule. Borrower will give Silicon at least \n30 days prior written notice before opening any additional place of business, \nchanging its chief executive office, or moving any of the Collateral to a \nlocation other than Borrower's Address or one of the locations set forth on \nthe Schedule.\n\n   3.4 TITLE TO COLLATERAL; PERMITTED LIENS. Borrower is now, and will at all \ntimes in the future be, the sole owner of all the Collateral, except for \nitems of Equipment which are leased by Borrower. The Collateral now is and \nwill remain free and clear of any and all liens, charges, security interests, \nencumbrances and adverse claims, except for Permitted Liens. Silicon now has, \nand will continue to have, a first-priority perfected and enforceable \nsecurity interest in all of the Collateral, subject only to the Permitted \nLiens, and Borrower will at all times defend Silicon and the Collateral \nagainst all claims of others. None of the Collateral now is or will be \naffixed to any real property in such a manner, or with such intent, as to \nbecome a fixture. Borrower is not and will not become a lessee under any real \nproperty lease pursuant to which the lessor may obtain any rights in any of \nthe Collateral and no such lease now prohibits, restrains, impairs or will \nprohibit, restrain or impair Borrower's right to remove any Collateral from \nthe leased premises. Whenever any Collateral is located upon premises in \nwhich any third party has an interest (whether as owner, mortgagee, \nbeneficiary under a deed of trust, lien or otherwise), Borrower shall, \nwhenever requested by Silicon, use its best efforts to cause such third party \nto execute and deliver to Silicon, in form acceptable to Silicon, such \nwaivers and subordinations as Silicon shall specify, so as to ensure that \nSilicon's rights in the Collateral are, and will continue to be, superior to \nthe rights of any such third party. Borrower will keep in full force and \neffect, and will comply with all the terms of, any lease of real property \nwhere any of the Collateral now or in the future may be located.\n\n   3.5 MAINTENANCE OF COLLATERAL. Borrower will maintain the Collateral in \ngood working condition, and Borrower will not use the Collateral for any \nunlawful purpose. Borrower will immediately advise Silicon in writing of any \nmaterial loss or damage to the Collateral.\n\n   3.6 BOOKS AND RECORDS. Borrower has maintained and will maintain at \nBorrower's Address complete and accurate books and records, comprising an \naccounting system in accordance with generally accepted accounting principles.\n\n   3.7 FINANCIAL CONDITION, STATEMENTS AND REPORTS. All financial statements \nnow or in the future delivered to Silicon have been, and will be, prepared in \nconformity with generally accepted accounting principles and now and in the \nfuture will completely and accurately reflect the financial condition of \nBorrower, at the times and for the periods therein stated. Between the last \ndate covered by any such statement provided to Silicon and the date hereof, \nthere has been no material adverse change in the \n\n                                       2\n\n\n         SILICON VALLEY BANK                  LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\nfinancial condition or business of Borrower. Borrower is now and will \ncontinue to be solvent.\n\n   3.8 TAX RETURNS AND PAYMENTS; PENSION CONTRIBUTIONS. Borrower has timely \nfiled, and will timely file, all tax returns and reports required by foreign, \nfederal, state and local law, and Borrower has timely paid, and will timely \npay, all foreign, federal, state and local taxes, assessments, deposits and \ncontributions now or in the future owed by Borrower. Borrower may, however, \ndefer payment of any contested taxes, provided that Borrower (i) in good \nfaith contests Borrower's obligation to pay the taxes by appropriate \nproceedings promptly and diligently instituted and conducted, (ii) notifies \nSilicon in writing of the commencement of, and any material development in, \nthe proceedings, and (iii) posts bonds or takes any other steps required to \nkeep the contested taxes from becoming a lien upon any of the Collateral. \nBorrower is unaware of any claims or adjustments proposed for any of \nBorrower's prior tax years which could result in additional taxes becoming \ndue and payable by Borrower. Borrower has paid, and shall continue to pay all \namounts necessary to fund all present and future pension, profit sharing and \ndeferred compensation plans in accordance with their terms, and Borrower has \nnot and will not withdraw from participation in, permit partial or complete \ntermination of, or permit the occurrence of any other event with respect to, \nany such plan which could result in any liability of Borrower, including any \nliability to the Pension Benefit Guaranty Corporation or its successors or \nany other governmental agency. Borrower shall, at all times, utilize the \nservices of an outside payroll service providing for the automatic deposit of \nall payroll taxes payable by Borrower.\n\n   3.9 COMPLIANCE WITH LAW. Borrower has complied, and will comply, in all \nmaterial respects, with all provisions of all foreign, federal, state and \nlocal laws and regulations relating to Borrower, including, but not limited \nto, those relating to Borrower's ownership of real or personal property, the \nconduct and licensing of Borrower's business, and all environmental matters.\n\n   3.10 LITIGATION. Except as disclosed in the Schedule, there is no claim, \nsuit, litigation, proceeding or investigation pending or (to best of \nBorrower's knowledge) threatened by or against or affecting Borrower in any \ncourt or before any governmental agency (or any basis therefor known to \nBorrower) which may result, either separately or in the aggregate, in any \nmaterial adverse change in the financial condition or business of Borrower, \nor in any material impairment in the ability of Borrower to carry on its \nbusiness in substantially the same manner as it is now being conducted. \nBorrower will promptly inform Silicon in writing of any claim, proceeding, \nlitigation or investigation in the future threatened or instituted by or \nagainst Borrower involving any single claim of $50,000 or more, or involving \n$100,000 or more in the aggregate.\n\n   3.11 USE OF PROCEEDS. All proceeds of all Loans shall be used solely for \nlawful business purposes. Borrower is not purchasing or carrying any \"margin \nstock\" (as defined in Regulation U of the Board of Governors of the Federal \nReserve System) and no part of the proceeds of any Loan will be used to \npurchase or carry any \"margin stock\" or to extend credit to others for the \npurpose of purchasing or carrying any \"margin stock.\"\n\n4. RECEIVABLES.\n\n   4.1 REPRESENTATIONS RELATING TO RECEIVABLES. Borrower represents and \nwarrants to Silicon as follows: Each Receivable with respect to which Loans \nare requested by Borrower shall, on the date each Loan is requested and made, \n(i) represent an undisputed bona fide existing unconditional obligation of \nthe Account Debtor created by the sale, delivery, and acceptance of goods or \nthe rendition of services in the ordinary course of Borrower's business, and \n(ii) meet the Minimum Eligibility Requirements set forth in Section 8 below.\n\n   4.2 REPRESENTATIONS RELATING TO DOCUMENTS AND LEGAL COMPLIANCE. Borrower \nrepresents and warrants to Silicon as follows: All statements made and all \nunpaid balances appearing in all invoices, instruments and other documents \nevidencing the Receivables are and shall be true and correct and all such \ninvoices, instruments and other documents and all of Borrower's books and \nrecords are and shall be genuine and in all respects what they purport to be, \nand all signatories and endorsers have the capacity to contract. All sales \nand other transactions underlying or giving rise to each Receivable shall \nfully comply with all applicable laws and governmental rules and regulations. \nAll signatures and endorsements on all documents, instruments, and agreements \nrelating to all Receivables are and shall be genuine, and all such documents, \ninstruments and agreements are and shall be legally enforceable in accordance \nwith their terms.\n\n   4.3 SCHEDULES AND DOCUMENTS RELATING TO RECEIVABLES. Borrower shall \ndeliver to Silicon transaction reports and loan requests, schedules and \nassignments of all Receivables, and schedules of collections, all on \nSilicon's standard forms; provided, however, that Borrower's failure to \nexecute and deliver the same shall not affect or limit Silicon's security \ninterest and other rights in all of Borrower's Receivables, nor shall \nSilicon's failure to advance or lend against a specific Receivable affect or \nlimit Silicon's security interest and other rights therein. Loan requests \nreceived after 12:00 Noon will not be considered by Silicon until the next \nBusiness Day. Together with each such schedule and assignment, or later if \nrequested by Silicon, Borrower shall furnish Silicon with copies (or, at \nSilicon's request, originals) of all contracts, orders, invoices, and other \nsimilar documents, and all original shipping instructions, delivery receipts, \nbills of lading, and other evidence of delivery, for any goods the sale or \ndisposition of which gave rise to such Receivables, and Borrower warrants the \ngenuineness of all of the foregoing. Borrower shall also furnish to Silicon \nan aged accounts receivable trial balance in such form and at such intervals \nas Silicon shall request. In addition, Borrower shall deliver to Silicon the \noriginals of all instruments, chattel paper, security agreements, guarantees \nand other documents and property evidencing or securing any Receivables, \nimmediately upon receipt thereof and in the same form as received, with all \nnecessary indorsements, all of which shall be with recourse. Borrower shall \nalso provide Silicon with copies of all credit memos within two days after \nthe date issued.\n\n   4.4 COLLECTION OF RECEIVABLES. Borrower shall have the right to collect \nall Receivables, unless and until a Default or an Event of Default has \noccurred. Borrower shall hold all payments on, and proceeds of, Receivables \nin trust for Silicon, and Borrower shall immediately deliver all such \npayments and proceeds to Silicon in their \n\n                                       3\n\n\n         SILICON VALLEY BANK                  LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\noriginal form, duly endorsed in blank, to be applied to the Obligations in \nsuch order as Silicon shall determine. Silicon may, in its discretion, \nrequire that all proceeds of Collateral be deposited by Borrower into a \nlockbox account, or such other \"blocked account\" as Silicon may specify, \npursuant to a blocked account agreement in such form as Silicon may specify. \nSilicon or its designee may, at any time, notify Account Debtors that the \nReceivables have been assigned to Silicon.\n\n   4.5. REMITTANCE OF PROCEEDS. All proceeds arising from the disposition of \nany Collateral shall be delivered, in kind, by Borrower to Silicon in the \noriginal form in which received by Borrower not later than the following \nBusiness Day after receipt by Borrower, to be applied to the Obligations in \nsuch order as Silicon shall determine; provided that, if no Default or Event \nof Default has occurred, Borrower shall not be obligated to remit to Silicon \nthe proceeds of the sale of worn out or obsolete equipment disposed of by \nBorrower in good faith in an arm's length transaction for an aggregate \npurchase price of $25,000 or less (for all such transactions in any fiscal \nyear). Borrower agrees that it will not commingle proceeds of Collateral with \nany of Borrower's other funds or property, but will hold such proceeds \nseparate and apart from such other funds and property and in an express trust \nfor Silicon. Nothing in this Section limits the restrictions on disposition \nof Collateral set forth elsewhere in this Agreement.\n\n   4.6 DISPUTES. Borrower shall notify Silicon promptly of all disputes or \nclaims relating to Receivables. Borrower shall not forgive (completely or \npartially), compromise or settle any Receivable for less than payment in \nfull, or agree to do any of the foregoing, except that Borrower may do so, \nprovided that: (i) Borrower does so in good faith, in a commercially \nreasonable manner, in the ordinary course of business, and in arm's length \ntransactions, which are reported to Silicon on the regular reports provided \nto Silicon; (ii) no Default or Event of Default has occurred and is \ncontinuing; and (iii) taking into account all such discounts settlements and \nforgiveness, the total outstanding Loans will not exceed the Credit Limit. \nSilicon may, at any time after the occurrence of an Event of Default, settle \nor adjust disputes or claims directly with Account Debtors for amounts and \nupon terms which Silicon considers advisable in its reasonable credit \njudgment and, in all cases, Silicon shall credit Borrower's Loan account with \nonly the net amounts received by Silicon in payment of any Receivables.\n\n   4.7 RETURNS. Provided no Event of Default has occurred and is continuing, \nif any Account Debtor returns any Inventory to Borrower in the ordinary \ncourse of its business, Borrower shall promptly determine the reason for such \nreturn and promptly issue a credit memorandum to the Account Debtor in the \nappropriate amount (sending a copy to Silicon). In the event any attempted \nreturn occurs after the occurrence of any Event of Default, Borrower shall \n(i) hold the returned Inventory in trust for Silicon, (ii) segregate all \nreturned Inventory from all of Borrower's other property, (iii) conspicuously \nlabel the returned Inventory as Silicon's property, and (iv) immediately \nnotify Silicon of the return of any Inventory, specifying the reason for such \nreturn, the location and condition of the returned Inventory, and on \nSilicon's request deliver such returned Inventory to Silicon.\n\n   4.8 VERIFICATION. Silicon may, from time to time, verify directly with the \nrespective Account Debtors the validity, amount and other matters relating to \nthe Receivables, by means of mail, telephone or otherwise, either in the name \nof Borrower or Silicon or such other name as Silicon may choose.\n\n   4.9 NO LIABILITY. Silicon shall not under any circumstances be responsible \nor liable for any shortage or discrepancy in, damage to, or loss or \ndestruction of, any goods, the sale or other disposition of which gives rise \nto a Receivable, or for any error, act, omission, or delay of any kind \noccurring in the settlement, failure to settle, collection or failure to \ncollect any Receivable, or for settling any Receivable in good faith for less \nthan the full amount thereof, nor shall Silicon be deemed to be responsible \nfor any of Borrower's obligations under any contract or agreement giving rise \nto a Receivable. Nothing herein shall, however, relieve Silicon from \nliability for its own gross negligence or willful misconduct.\n\n5. ADDITIONAL DUTIES OF THE BORROWER.\n\n   5.1 FINANCIAL AND OTHER COVENANTS. Borrower shall at all times comply with \nthe financial and other covenants set forth in the Schedule.\n\n   5.2 INSURANCE. Borrower shall, at all times insure all of the tangible \npersonal property Collateral and carry such other business insurance, with \ninsurers reasonably acceptable to Silicon, in such form and amounts as \nSilicon may reasonably require, and Borrower shall provide evidence of such \ninsurance to Silicon, so that Silicon is satisfied that such insurance is, at \nall times, in full force and effect. All such insurance policies shall name \nSilicon as an additional loss payee, and shall contain a lenders loss payee \nendorsement in form reasonably acceptable to Silicon. Upon receipt of the \nproceeds of any such insurance, Silicon shall apply such proceeds in \nreduction of the Obligations as Silicon shall determine in its sole \ndiscretion, except that, provided no Default or Event of Default has occurred \nand is continuing, Silicon shall release to Borrower insurance proceeds with \nrespect to Equipment totaling less than $100,000, which shall be utilized by \nBorrower for the replacement of the Equipment with respect to which the \ninsurance proceeds were paid. Silicon may require reasonable assurance that \nthe insurance proceeds so released will be so used. If Borrower fails to \nprovide or pay for any insurance, Silicon may, but is not obligated to, \nobtain the same at Borrower's expense. Borrower shall promptly deliver to \nSilicon copies of all reports made to insurance companies.\n\n   5.3 REPORTS. Borrower, at its expense, shall provide Silicon with the \nwritten reports set forth in the Schedule, and such other written reports \nwith respect to Borrower (including budgets, sales projections, operating \nplans and other financial documentation), as Silicon shall from time to time \nreasonably specify.\n\n   5.4 ACCESS TO COLLATERAL, BOOKS AND RECORDS. At reasonable times, and on \none Business Day's notice, Silicon, or its agents, shall have the right to \ninspect the Collateral, and the right to audit and copy Borrower's books and \nrecords except for \"sensitive security information\" as defined in, and \nsubject to protection under, 14 CFR Part 191 (unless otherwise permitted by \nthe Federal Aviation Administration). Silicon shall take reasonable steps to \n\n                                       4\n\n\n         SILICON VALLEY BANK                  LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\nkeep confidential all information obtained in any such inspection or audit, \nbut Silicon shall have the right to disclose any such information to its \nauditors, regulatory agencies, and attorneys, and pursuant to any subpoena or \nother legal process. The foregoing inspections and audits shall be at \nBorrower's expense and the charge therefor shall be $600 per person per day \n(or such higher amount as shall represent Silicon's then current standard \ncharge for the same), plus reasonable out of pocket expenses. Borrower will \nnot enter into any agreement with any accounting firm, service bureau or \nthird party to store Borrower's books or records at any location other than \nBorrower's Address, without first obtaining Silicon's written consent, which \nmay be conditioned upon such accounting firm, service bureau or other third \nparty agreeing to give Silicon the same rights with respect to access to \nbooks and records and related rights as Silicon has under this Loan \nAgreement. Borrower waives the benefit of any accountant-client privilege or \nother evidentiary privilege precluding or limiting the disclosure, divulgence \nor delivery of any of its books and records (except that Borrower does not \nwaive any attorney-client privilege).\n\n   5.5 NEGATIVE COVENANTS. Except as may be permitted in the Schedule, \nBorrower shall not, without Silicon's prior written consent, do any of the \nfollowing: (i) merge or consolidate with another corporation or entity; (ii) \nacquire any assets, except in the ordinary course of business; (iii) enter \ninto any other transaction outside the ordinary course of business; (iv) sell \nor transfer any Collateral, except for the sale of finished Inventory in the \nordinary course of Borrower's business, and except for the sale of obsolete \nor unneeded Equipment in the ordinary course of business; (v) store any \nInventory or other Collateral with any warehouseman or other third party in \nexcess of $7,000,000 in the aggregate (PROVIDED, HOWEVER, that in no event \nshall more than $5,000,000 in the aggregate be stored with any warehouseman \nor other third party outside the United States; PROVIDED, FURTHER, that with \nrespect to any Inventory or other Collateral stored with any warehouseman or \nother third party within the United States, such warehouseman or other third \nparty (other than airports) must execute an agreement in form and substance \nacceptable to Silicon in its discretion and all other documents deemed \nnecessary by Silicon must have been executed and recorded, if applicable, to \nensure that Silicon has a first priority perfected and enforceable security \ninterest against the Inventory and other Collateral maintained with such \nwarehouseman or other third party EXCEPT that the aforementioned agreement \nand other documents will not be required if the value of the Inventory and \nother Collateral maintained at such warehouseman or other third party is less \nthan $50,000 (the \"Minimal Value Warehouseman\") and so long as the value of \nthe Inventory and other Collateral maintained at all Minimal Value \nWarehouseman, in the aggregate, is less than $200,000 (if the aggregate \nfigure exceeds $200,000, then in such instance, the aforementioned agreement \nand other documents will need to be obtained from as many Minimal Value \nWarehouseman as needed to reduce the aggregate figure below $200,000)); \nadditionally, Borrower and Silicon agree that the Inventory and other \nCollateral maintained at RB High Tech Transport, 503 Quarry Road, San Carlos, \nCalifornia 94070 (the \"San Carlos Facility\") will not be included in the \n$7,000,000 aggregate figure described above; however, RB High Tech Transport \nmust execute and provide to Silicon, on Silicon's standard form, a Notice to \nBailee of Security Interest and other such documents deemed necessary by \nSilicon with respect to the San Carlos Facility; (vi) except as approved by \nSilicon in writing, sell any Inventory on a sale-or-return, guaranteed sale, \nconsignment, or other contingent basis; (vii) make any loans of any money or \nother assets; (viii) incur any debts, outside the ordinary course of \nbusiness, which would have a material, adverse effect on Borrower or on the \nprospect of repayment of the Obligations; (ix) guarantee or otherwise become \nliable with respect to the obligations of another party or entity; (x) pay or \ndeclare any dividends on Borrower's stock (except for dividends payable \nsolely in stock of Borrower); (xi) redeem, retire, purchase or otherwise \nacquire, directly or indirectly, any of Borrower's stock; (xii) make any \nchange in Borrower's capital structure which would have a material adverse \neffect on Borrower or on the prospect of repayment of the Obligations; or \n[OMITTED] (xiv) dissolve or elect to dissolve. Transactions permitted by the \nforegoing provisions of this Section are only permitted if no Default or \nEvent of Default would occur as a result of such transaction.\n\n   5.6 LITIGATION COOPERATION. Should any third-party suit or proceeding be \ninstituted by or against Silicon with respect to any Collateral or in any \nmanner relating to Borrower, Borrower shall, without expense to Silicon, make \navailable Borrower and its officers, employees and agents and Borrower's \nbooks and records, to the extent that Silicon may deem them reasonably \nnecessary in order to prosecute or defend any such suit or proceeding.\n\n   5.7 FURTHER ASSURANCES. Borrower agrees, at its expense, on request by \nSilicon, to execute all documents and take all actions, as Silicon, may deem \nreasonably necessary or useful in order to perfect and maintain Silicon's \nperfected security interest in the Collateral, and in order to fully \nconsummate the transactions contemplated by this Agreement.\n\n6. TERM.\n\n   6.1 MATURITY DATE. This Agreement shall continue in effect until the \nmaturity date set forth on the Schedule (the \"Maturity Date\"), subject to \nSection 6.3 below.\n\n   6.2 EARLY TERMINATION. This Agreement may be terminated prior to the \nMaturity Date as follows: (i) by Borrower, effective three Business Days \nafter written notice of termination is given to Silicon; or (ii) by Silicon \nat any time after the occurrence of an Event of Default, without notice, \neffective immediately. If this Agreement is terminated by Borrower under this \nSection 6.2, Borrower shall pay to Silicon a termination fee in an amount \nequal to one-half of one percent (0.50%) of the Maximum Revolving Credit \nLimit, provided that no termination fee shall be charged if the credit \nfacility hereunder is replaced with a new facility from another division of \nSilicon Valley Bank. The termination fee shall be due and payable on the \neffective date of termination and thereafter shall bear interest at a rate \nequal to the highest rate applicable to any of the Obligations.\n\n   6.3 PAYMENT OF OBLIGATIONS. On the Maturity Date or on any earlier \neffective date of termination, Borrower shall pay and perform in full all \nObligations, whether evidenced by installment notes or otherwise, and whether \nor not all or any part of such Obligations are otherwise \n\n                                       5\n\n\n         SILICON VALLEY BANK                  LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\nthen due and payable. Without limiting the generality of the foregoing, if on \nthe Maturity Date (as amended from time to time), or on any earlier effective \ndate of termination, there are any outstanding Letters of Credit issued by \nSilicon or issued by another institution based upon an application, \nguarantee, indemnity or similar agreement on the part of Silicon, then on \nsuch date Borrower shall provide to Silicon cash collateral in an amount \nequal to the face amount of all such Letters of Credit plus all interest, \nfees and cost due or to become due in connection therewith, to secure all of \nthe Obligations relating to said Letters of Credit, pursuant to Silicon's \nthen standard form cash pledge agreement. Notwithstanding any termination of \nthis Agreement, all of Silicon's security interests in all of the Collateral \nand all of the terms and provisions of this Agreement shall continue in full \nforce and effect until all Obligations have been paid and performed in full; \nprovided that, without limiting the fact that Loans are subject to the \ndiscretion of Silicon, Silicon may, in its sole discretion, refuse to make \nany further Loans after termination. No termination shall in any way affect \nor impair any right or remedy of Silicon, nor shall any such termination \nrelieve Borrower of any Obligation to Silicon, until all of the Obligations \nhave been paid and performed in full. Upon payment and performance in full of \nall the Obligations and termination of this Agreement, Silicon shall promptly \ndeliver to Borrower termination statements, requests for reconveyances and \nsuch other documents as may be required to fully terminate Silicon's security \ninterests.\n\n7. EVENTS OF DEFAULT AND REMEDIES.\n\n   7.1 EVENTS OF DEFAULT. The occurrence of any of the following events shall \nconstitute an \"Event of Default\" under this Agreement, and Borrower shall \ngive Silicon immediate written notice thereof: (a) Any warranty, \nrepresentation, statement, report or certificate made or delivered to Silicon \nby Borrower or any of Borrower's officers, employees or agents, now or in the \nfuture, shall be untrue or misleading in a material respect; or (b) Borrower \nshall fail to pay when due any Loan or any interest thereon or any other \nmonetary Obligation; or (c) the total Loans and other Obligations outstanding \nat any time shall exceed the Credit Limit; or (d) Borrower shall fail to \ncomply with any of the financial covenants set forth in the Schedule or shall \nfail to perform any other non-monetary Obligation which by its nature cannot \nbe cured; or (e) Borrower shall fail to perform any other non-monetary \nObligation, which failure is not cured within 5 Business Days after the date \ndue; or (f) any levy, assessment, attachment, seizure, lien or encumbrance \n(other than a Permitted Lien) is made on all or any part of the Collateral \nwhich is not cured within 10 days after the occurrence of the same; or (g) \nany default or event of default occurs under any obligation secured by a \nPermitted Lien, which is not cured within any applicable cure period or \nwaived in writing by the holder of the Permitted Lien; or (h) Borrower \nbreaches any material contract or obligation, which has or may reasonably be \nexpected to have a material adverse effect on Borrower's business or \nfinancial condition; or (i) Dissolution, termination of existence, insolvency \nor business failure of Borrower; or appointment of a receiver, trustee or \ncustodian, for all or any part of the property of, assignment for the benefit \nof creditors by, or the commencement of any proceeding by Borrower under any \nreorganization, bankruptcy, insolvency, arrangement, readjustment of debt, \ndissolution or liquidation law or statute of any jurisdiction, now or in the \nfuture in effect; or (j) the commencement of any proceeding against Borrower \nor any guarantor of any of the Obligations under any reorganization, \nbankruptcy, insolvency, arrangement, readjustment of debt, dissolution or \nliquidation law or statute of any jurisdiction, now or in the future in \neffect, which is not cured by the dismissal thereof within 30 days after the \ndate commenced; or (k) revocation or termination of, or limitation or denial \nof liability upon, any guaranty of the Obligations or any attempt to do any \nof the foregoing, or commencement of proceedings by any guarantor of any of \nthe Obligations under any bankruptcy or insolvency law; or (l) revocation or \ntermination of, or limitation or denial of liability upon, any pledge of any \ncertificate of deposit, securities or other property or asset of any kind \npledged by any third party to secure any or all of the Obligations, or any \nattempt to do any of the foregoing, or commencement of proceedings by or \nagainst any such third party under any bankruptcy or insolvency law; or (m) \nBorrower makes any payment on account of any indebtedness or obligation which \nhas been subordinated to the Obligations other than as permitted in the \napplicable subordination agreement, or if any Person who has subordinated \nsuch indebtedness or obligations terminates or in any way limits his \nsubordination agreement; [OMITTED] or (o) Borrower shall generally not pay \nits debts as they become due, or Borrower shall conceal, remove or transfer \nany part of its property, with intent to hinder, delay or defraud its \ncreditors, or make or suffer any transfer of any of its property which may be \nfraudulent under any bankruptcy, fraudulent conveyance or similar law; or (p) \nthere shall be a material adverse change in Borrower's business or financial \ncondition; or (q) Silicon, acting in good faith and in a commercially \nreasonable manner, deems itself insecure because of the occurrence of an \nevent prior to the effective date hereof of which Silicon had no knowledge on \nthe effective date or because of the occurrence of an event on or subsequent \nto the effective date. Silicon may cease making any Loans hereunder during \nany of the above cure periods, and thereafter if an Event of Default has \noccurred.\n\n   7.2 REMEDIES. Upon the occurrence of any Event of Default, and at any time \nthereafter, Silicon, at its option, and without notice or demand of any kind \n(all of which are hereby expressly waived by Borrower), may do any one or \nmore of the following: (a) Cease making Loans or otherwise extending credit \nto Borrower under this Agreement or any other document or agreement; (b) \nAccelerate and declare all or any part of the Obligations to be immediately \ndue, payable, and performable, notwithstanding any deferred or installment \npayments allowed by any instrument evidencing or relating to any Obligation; \n(c) Take possession of any or all of the Collateral wherever it may be found, \nand for that purpose Borrower hereby authorizes Silicon without judicial \nprocess to enter onto any of Borrower's premises without interference to \nsearch for, take possession of, keep, store, or remove any of the Collateral, \nand remain on the premises or cause a custodian to remain on the premises in \nexclusive control thereof, without charge for so long as Silicon deems it \nreasonably necessary in order to complete the enforcement of its rights under \nthis Agreement or any other agreement; provided, however, that should Silicon \nseek to take possession of any of the Collateral by Court process, Borrower \nhereby irrevocably waives: (i) any bond and any surety or security relating \n\n                                       6\n\n\n         SILICON VALLEY BANK                  LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\nthereto required by any statute, court rule or otherwise as an incident to \nsuch possession; (ii) any demand for possession prior to the commencement of \nany suit or action to recover possession thereof; and (iii) any requirement \nthat Silicon retain possession of, and not dispose of, any such Collateral \nuntil after trial or final judgment; (d) Require Borrower to assemble any or \nall of the Collateral and make it available to Silicon at places designated \nby Silicon which are reasonably convenient to Silicon and Borrower, and to \nremove the Collateral to such locations as Silicon may deem advisable; (e) \nComplete the processing, manufacturing or repair of any Collateral prior to a \ndisposition thereof and, for such purpose and for the purpose of removal, \nSilicon shall have the right to use Borrower's premises, vehicles, hoists, \nlifts, cranes, equipment and all other property without charge; (f) Sell, \nlease or otherwise dispose of any of the Collateral in a commercially \nreasonable manner (as described in Section 7.3 below), in its condition at \nthe time Silicon obtains possession of it or after further manufacturing, \nprocessing or repair, at one or more public and\/or private sales, in lots or \nin bulk, for cash, exchange or other property, or on credit, and to adjourn \nany such sale from time to time without notice other than oral announcement \nat the time scheduled for sale. Silicon shall have the right to conduct such \ndisposition on Borrower's premises without charge, for such time or times as \nSilicon deems reasonable, or on Silicon's premises, or elsewhere and the \nCollateral need not be located at the place of disposition. Silicon may \ndirectly or through any affiliated company purchase or lease any Collateral \nat any such public disposition, and if permissible under applicable law, at \nany private disposition. Any sale or other disposition of Collateral shall \nnot relieve Borrower of any liability Borrower may have if any Collateral is \ndefective as to title or physical condition or otherwise at the time of sale; \n(g) Demand payment of, and collect any Receivables and General Intangibles \ncomprising Collateral and, in connection therewith, Borrower irrevocably \nauthorizes Silicon to endorse or sign Borrower's name on all collections, \nreceipts, instruments and other documents, to take possession of and open \nmail addressed to Borrower and remove therefrom payments made with respect to \nany item of the Collateral or proceeds thereof, and, in Silicon's sole \ndiscretion, to grant extensions of time to pay, compromise claims and settle \nReceivables and the like for less than face value; (h) Offset against any \nsums in any of Borrower's general, special or other Deposit Accounts with \nSilicon; and (i) Demand and receive possession of any of Borrower's federal \nand state income tax returns and the books and records utilized in the \npreparation thereof or referring thereto. All reasonable attorneys' fees, \nexpenses, costs, liabilities and obligations incurred by Silicon with respect \nto the foregoing shall be added to and become part of the Obligations, shall \nbe due on demand, and shall bear interest at a rate equal to the highest \ninterest rate applicable to any of the Obligations. Without limiting any of \nSilicon's rights and remedies, from and after the occurrence of any Event of \nDefault, the interest rate applicable to the Obligations shall be increased \nby an additional four percent per annum.\n\n   7.3 STANDARDS FOR DETERMINING COMMERCIAL REASONABLENESS. Borrower and \nSilicon agree that a sale or other disposition (collectively, \"sale\") of any \nCollateral which complies with the following standards will conclusively be \ndeemed to be commercially reasonable: (i) Notice of the sale is given to \nBorrower at least seven days prior to the sale, and, in the case of a public \nsale, notice of the sale is published at least seven days before the sale in \na newspaper of general circulation in the county where the sale is to be \nconducted; (ii) Notice of the sale describes the collateral in general, \nnon-specific terms; (iii) The sale is conducted at a place designated by \nSilicon, with or without the Collateral being present; (iv) The sale \ncommences at any time between 8:00 a.m. and 6:00 p.m; (v) Payment of the \npurchase price in cash or by cashier's check or wire transfer is required; \n(vi) With respect to any sale of any of the Collateral, Silicon may (but is \nnot obligated to) direct any prospective purchaser to ascertain directly from \nBorrower any and all information concerning the same. Silicon shall be free \nto employ other methods of noticing and selling the Collateral, in its \ndiscretion, if they are commercially reasonable.\n\n   7.4 POWER OF ATTORNEY. Upon the occurrence of any Event of Default, \nwithout limiting Silicon's other rights and remedies, Borrower grants to \nSilicon an irrevocable power of attorney coupled with an interest, \nauthorizing and permitting Silicon (acting through any of its employees, \nattorneys or agents) at any time, at its option, but without obligation, with \nor without notice to Borrower, and at Borrower's expense, to do any or all of \nthe following, in Borrower's name or otherwise, but Silicon agrees to \nexercise the following powers in a commercially reasonable manner: (a) \nExecute on behalf of Borrower any documents that Silicon may, in its sole \ndiscretion, deem advisable in order to perfect and maintain Silicon's \nsecurity interest in the Collateral, or in order to exercise a right of \nBorrower or Silicon, or in order to fully consummate all the transactions \ncontemplated under this Agreement, and all other present and future \nagreements; (b) Execute on behalf of Borrower any document exercising, \ntransferring or assigning any option to purchase, sell or otherwise dispose \nof or to lease (as lessor or lessee) any real or personal property which is \npart of Silicon's Collateral or in which Silicon has an interest; (c) Execute \non behalf of Borrower, any invoices relating to any Receivable, any draft \nagainst any Account Debtor and any notice to any Account Debtor, any proof of \nclaim in bankruptcy, any Notice of Lien, claim of mechanic's, materialman's \nor other lien, or assignment or satisfaction of mechanic's, materialman's or \nother lien; (d) Take control in any manner of any cash or non-cash items of \npayment or proceeds of Collateral; endorse the name of Borrower upon any \ninstruments, or documents, evidence of payment or Collateral that may come \ninto Silicon's possession; (e) Endorse all checks and other forms of \nremittances received by Silicon; (f) Pay, contest or settle any lien, charge, \nencumbrance, security interest and adverse claim in or to any of the \nCollateral, or any judgment based thereon, or otherwise take any action to \nterminate or discharge the same; (g) Grant extensions of time to pay, \ncompromise claims and settle Receivables and General Intangibles for less \nthan face value and execute all releases and other documents in connection \ntherewith; (h) Pay any sums required on account of Borrower's taxes or to \nsecure the release of any liens therefor, or both; (i) Settle and adjust, and \ngive releases of, any insurance claim that relates to any of the Collateral \nand obtain payment therefor; (j) Instruct any third party having custody or \ncontrol of any books or records belonging to, or relating to, Borrower to \ngive Silicon the same rights of access and other rights with \n\n                                       7\n\n\n         SILICON VALLEY BANK                  LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\nrespect thereto as Silicon has under this Agreement; and (k) Take any action \nor pay any sum required of Borrower pursuant to this Agreement and any other \npresent or future agreements. Any and all reasonable sums paid and any and \nall reasonable costs, expenses, liabilities, obligations and attorneys' fees \nincurred by Silicon with respect to the foregoing shall be added to and \nbecome part of the Obligations, shall be payable on demand, and shall bear \ninterest at a rate equal to the highest interest rate applicable to any of \nthe Obligations. In no event shall Silicon's rights under the foregoing power \nof attorney or any of Silicon's other rights under this Agreement be deemed \nto indicate that Silicon is in control of the business, management or \nproperties of Borrower.\n\n   7.5 APPLICATION OF PROCEEDS. All proceeds realized as the result of any \nsale of the Collateral shall be applied by Silicon first to the reasonable \ncosts, expenses, liabilities, obligations and attorneys' fees incurred by \nSilicon in the exercise of its rights under this Agreement, second to the \ninterest due upon any of the Obligations, and third to the principal of the \nObligations, in such order as Silicon shall determine in its sole discretion. \nAny surplus shall be paid to Borrower or other persons legally entitled \nthereto; Borrower shall remain liable to Silicon for any deficiency. If, \nSilicon, in its sole discretion, directly or indirectly enters into a \ndeferred payment or other credit transaction with any purchaser at any sale \nof Collateral, Silicon shall have the option, exercisable at any time, in its \nsole discretion, of either reducing the Obligations by the principal amount \nof purchase price or deferring the reduction of the Obligations until the \nactual receipt by Silicon of the cash therefor.\n\n   7.6 REMEDIES CUMULATIVE. In addition to the rights and remedies set forth \nin this Agreement, Silicon shall have all the other rights and remedies \naccorded a secured party under the California Uniform Commercial Code and \nunder all other applicable laws, and under any other instrument or agreement \nnow or in the future entered into between Silicon and Borrower, and all of \nsuch rights and remedies are cumulative and none is exclusive. Exercise or \npartial exercise by Silicon of one or more of its rights or remedies shall \nnot be deemed an election, nor bar Silicon from subsequent exercise or \npartial exercise of any other rights or remedies. The failure or delay of \nSilicon to exercise any rights or remedies shall not operate as a waiver \nthereof, but all rights and remedies shall continue in full force and effect \nuntil all of the Obligations have been fully paid and performed.\n\n8. DEFINITIONS. As used in this Agreement, the following terms have the \nfollowing meanings:\n\n   \"ACCOUNT DEBTOR\" means the obligor on a Receivable.\n\n   \"AFFILIATE\" means, with respect to any Person, a relative, partner, \nshareholder, director, officer, or employee of such Person, or any parent or \nsubsidiary of such Person, or any Person controlling, controlled by or under \ncommon control with such Person.\n\n   \"BUSINESS DAY\" means a day on which Silicon is open for business.\n\n   \"CODE\" means the Uniform Commercial Code as adopted and in effect in \nthe State of California from time to time.\n\n   \"COLLATERAL\" has the meaning set forth in Section 2.1 above.\n\n   \"DEFAULT\" means any event which with notice or passage of time or both, \nwould constitute an Event of Default.\n\n   \"DEPOSIT ACCOUNT\" has the meaning set forth in Section 9105 of the Code.\n\n   \"ELIGIBLE INVENTORY\"  [NOT APPLICABLE].\n\n   \"ELIGIBLE RECEIVABLES\" means Receivables arising in the ordinary course of \nBorrower's business from the sale of goods or rendition of services, which \nSilicon, in its sole judgment, shall deem eligible for borrowing, based on \nsuch considerations as Silicon may from time to time deem appropriate. \nWithout limiting the fact that the determination of which Receivables are \neligible for borrowing is a matter of Silicon's discretion,  the following \n(the \"MINIMUM ELIGIBILITY REQUIREMENTS\") are the minimum requirements for a \nReceivable to be an Eligible Receivable: (i) the Receivable must not be \noutstanding for more than 90 days from its invoice date, (ii) the Receivable \nmust not represent progress billings, or be due under a fulfillment or \nrequirements contract with the Account Debtor, (iii) the Receivable must not \nbe subject to any contingencies (including Receivables arising from sales on \nconsignment, guaranteed sale or other terms pursuant to which payment by the \nAccount Debtor may be conditional), (iv) the Receivable must not be owing \nfrom an Account Debtor with whom the Borrower has any dispute (whether or not \nrelating to the particular Receivable), (v) the Receivable must not be owing \nfrom an Affiliate of Borrower, (vi) the Receivable must not be owing from an \nAccount Debtor which is subject to any insolvency or bankruptcy proceeding, \nor whose financial condition is not acceptable to Silicon, or which, fails or \ngoes out of a material portion of its business, (vii) the Receivable must not \nbe owing from the United States or any department, agency or instrumentality \nthereof (unless there has been compliance, to Silicon's satisfaction, with \nthe United States Assignment of Claims Act), (viii) the Receivable must not \nbe owing from an Account Debtor located outside the United States or Canada \n(unless pre-approved by Silicon in its discretion in writing (in which \ninstance, the amount advanced against such Receivable(s) may be less than 80% \nthereof in Silicon's sole discretion), or backed by a letter of credit \nsatisfactory to Silicon, or FCIA insured satisfactory to Silicon), (ix) the  \nReceivable must not be owing from an Account Debtor to whom Borrower is or \nmay be liable for goods purchased from such Account Debtor or otherwise. \nReceivables  owing from one Account Debtor will not be deemed Eligible \nReceivables to the extent they exceed 25% of the total Receivables \noutstanding (except that such limitation shall not be applicable to \nReceivables that satisfy both of the following:  (a) Receivables for  which \nthe Federal Aviation Administration is the Account Debtor and (b) which are \notherwise deemed Eligible Receivables pursuant to the terms hereof). In \naddition, if more than 50% of the Receivables owing from an Account Debtor \nare outstanding more than 90 days from their invoice date (without regard to \nunapplied credits) or are otherwise not eligible Receivables, then all \nReceivables owing from that Account Debtor will be deemed ineligible for \nborrowing. Silicon may, from time to time, in its discretion, revise the \nMinimum Eligibility Requirements, upon written notice to the Borrower.\n\n                                       8\n\n\n         SILICON VALLEY BANK                  LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\n   \"EQUIPMENT\" means all of Borrower's present and hereafter acquired \nmachinery, molds, machine tools, motors, furniture, equipment, furnishings, \nfixtures, trade fixtures, motor vehicles, tools, parts, dyes, jigs, goods and \nother tangible personal property (other than Inventory) of every kind and \ndescription used in Borrower's operations or owned by Borrower and any \ninterest in any of the foregoing, and all attachments, accessories, \naccessions, replacements, substitutions, additions or improvements to any of \nthe foregoing, wherever located.\n\n   \"EVENT OF DEFAULT\" means any of the events set forth in Section 7.1 of \nthis Agreement.\n\n   \"GENERAL INTANGIBLES\" means all general intangibles of Borrower, whether \nnow owned or hereafter created or acquired by Borrower, including, without \nlimitation, all choses in action, causes of action, corporate or other \nbusiness records, Deposit Accounts, inventions, designs, drawings, \nblueprints, patents, patent applications, trademarks and the goodwill of the \nbusiness symbolized thereby, names, trade names, trade secrets, goodwill, \ncopyrights, registrations, licenses, franchises, customer lists, security and \nother deposits, rights in all litigation presently or hereafter pending for \nany cause or claim (whether in contract, tort or otherwise), and all \njudgments now or hereafter arising therefrom, all claims of Borrower against \nSilicon, rights to purchase or sell real or personal property, rights as a \nlicensor or licensee of any kind, royalties, telephone numbers, proprietary \ninformation, purchase orders, and all insurance policies and claims \n(including without limitation life insurance, key man insurance, credit \ninsurance, liability insurance, property insurance and other insurance), tax \nrefunds and claims, computer programs, discs, tapes and tape files, claims \nunder guaranties, security interests or other security held by or granted to \nBorrower, all rights to indemnification and all other intangible property of \nevery kind and nature (other than Receivables).\n\n   \"INVENTORY\" means all of Borrower's now owned and hereafter acquired \ngoods, merchandise or other personal property, wherever located, to be \nfurnished under any contract of service or held for sale or lease (including \nwithout limitation all raw materials, work in process, finished goods and \ngoods in transit), and all materials and supplies of every kind, nature and \ndescription which are or might be used or consumed in Borrower's business or \nused in connection with the manufacture, packing, shipping, advertising, \nselling or finishing of such goods, merchandise or other personal property, \nand all warehouse receipts, documents of title and other documents \nrepresenting any of the foregoing.\n\n   \"OBLIGATIONS\" means all present and future Loans, advances, debts, \nliabilities, obligations, guaranties, covenants, duties and indebtedness at \nany time owing by Borrower to Silicon, whether evidenced by this Agreement or \nany note or other instrument or document, whether arising from an extension \nof credit, opening of a letter of credit, banker's acceptance, loan, \nguaranty, indemnification or otherwise, whether direct or indirect \n(including, without limitation, those acquired by assignment and any \nparticipation by Silicon in Borrower's debts owing to others), absolute or \ncontingent, due or to become due, including, without limitation, all \ninterest, charges, expenses, fees, attorney's fees, expert witness fees, \naudit fees, letter of credit fees, collateral monitoring fees, closing fees, \nfacility fees, termination fees, minimum interest charges and any other sums \nchargeable to Borrower under this Agreement or under any other present or \nfuture instrument or agreement between Borrower and Silicon.\n\n   \"PERMITTED LIENS\" means the following: (i) purchase money security \ninterests in specific items of Equipment; (ii) leases of specific items of \nEquipment; (iii) liens for taxes not yet payable; (iv) additional security \ninterests and liens consented to in writing by Silicon, which consent shall \nnot be unreasonably withheld; (v) security interests being terminated \nsubstantially concurrently with this Agreement; (vi) liens of materialmen, \nmechanics, warehousemen, carriers, or other similar liens arising in the \nordinary course of business and securing obligations which are not \ndelinquent; (vii) liens incurred in connection with the extension, renewal or \nrefinancing of the indebtedness secured by liens of the type described above \nin clauses (i) or (ii) above, provided that any extension, renewal or \nreplacement lien is limited to the property encumbered by the existing lien \nand the principal amount of the indebtedness being extended, renewed or \nrefinanced does not increase; (viii) Liens in favor of customs and revenue \nauthorities which secure payment of customs duties in connection with the \nimportation of goods. Silicon will have the right to require, as a condition \nto its consent under subparagraph (iv) above, that the holder of the \nadditional security interest or lien sign an intercreditor agreement on \nSilicon's then standard form, acknowledge that the security interest is \nsubordinate to the security interest in favor of Silicon, and agree not to \ntake any action to enforce its subordinate security interest so long as any \nObligations remain outstanding, and that Borrower agree that any uncured \ndefault in any obligation secured by the subordinate security interest shall \nalso constitute an Event of Default under this Agreement. \n\n   \"PERSON\" means any individual, sole proprietorship, partnership, joint \nventure, trust, unincorporated organization, association, corporation, \ngovernment, or any agency or political division thereof, or any other entity.\n\n   \"RECEIVABLES\" means all of Borrower's now owned and hereafter acquired \naccounts (whether or not earned by performance), letters of credit, contract \nrights, chattel paper, instruments, securities, securities accounts, \ninvestment property, documents and all other forms of obligations at any time \nowing to Borrower, all guaranties and other security therefor, all \nmerchandise returned to or repossessed by Borrower, and all rights of \nstoppage in transit and all other rights or remedies of an unpaid vendor, \nlienor or secured party.\n\n   \"RESERVES\" means, as of any date of determination, such amounts as Silicon \nmay from time to time establish and revise in good faith reducing the amount \nof Loans, Letters of Credit and other financial accommodations which would \notherwise be available to Borrower under the lending formula(s) provided in \nthe Schedule: (a) to reflect events, conditions, contingencies or risks \nwhich, as determined by Silicon in good faith, do or may affect (i) the \nCollateral or any other property which is security for the Obligations or its \nvalue (including without limitation any increase in delinquencies of \nReceivables), (ii) the assets, business or prospects of Borrower or any \nGuarantor, or (iii) the security interests and other rights of Silicon in the \nCollateral (including the enforceability, perfection and priority thereof); \nor (b) to reflect Silicon's good faith belief that any collateral report or \nfinancial \n\n                                       9\n\n\n         SILICON VALLEY BANK                  LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\ninformation furnished by or on behalf of Borrower or any Guarantor to Silicon \nis or may have been incomplete, inaccurate or misleading in any material \nrespect; or (c) in respect of any state of facts which Silicon determines in \ngood faith constitutes an Event of Default or may, with notice or passage of \ntime or both, constitute an Event of Default.\n\n   OTHER TERMS. All accounting terms used in this Agreement, unless otherwise \nindicated, shall have the meanings given to such terms in accordance with \ngenerally accepted accounting principles, consistently applied. All other \nterms contained in this Agreement, unless otherwise indicated, shall have the \nmeanings provided by the Code, to the extent such terms are defined therein.\n\n9. GENERAL PROVISIONS.\n\n   9.1 INTEREST COMPUTATION. In computing interest on the Obligations, all \nchecks, wire transfers and other items of payment received by Silicon \n(including proceeds of Receivables and payment of the Obligations in full) \nshall be deemed applied by Silicon on account of the Obligations three \nBusiness Days after receipt by Silicon of immediately available funds, and, \nfor purposes of the foregoing, any such funds received after 12:00 Noon on \nany day shall be deemed received on the next Business Day. Silicon shall not, \nhowever, be required to credit Borrower's account for the amount of any item \nof payment which is unsatisfactory to Silicon in its sole discretion, and \nSilicon may charge Borrower's loan account for the amount of any item of \npayment which is returned to Silicon unpaid.\n\n   9.2 APPLICATION OF PAYMENTS. All payments with respect to the Obligations \nmay be applied, and in Silicon's sole discretion reversed and re-applied, to \nthe Obligations, in such order and manner as Silicon shall determine in its \nsole discretion.\n\n   9.3 CHARGES TO ACCOUNTS. Silicon may, in its discretion, require that \nBorrower pay monetary Obligations in cash to Silicon, or charge them to \nBorrower's Loan account, in which event they will bear interest at the same \nrate applicable to the Loans. Silicon may also, in its discretion, charge any \nmonetary Obligations to Borrower's Deposit Accounts maintained with Silicon.\n\n   9.4 MONTHLY ACCOUNTINGS. Silicon shall provide Borrower monthly with an \naccount of advances, charges, expenses and payments made pursuant to this \nAgreement. Such account shall be deemed correct, accurate and binding on \nBorrower and an account stated (except for reverses and reapplications of \npayments made and corrections of errors discovered by Silicon), unless \nBorrower notifies Silicon in writing to the contrary within thirty days after \neach account is rendered, describing the nature of any alleged errors or \nadmissions.\n\n   9.5 NOTICES. All notices to be given under this Agreement shall be in \nwriting and shall be given either personally or by reputable private delivery \nservice or by regular first-class mail, or certified mail return receipt \nrequested, addressed to Silicon or Borrower at the addresses shown in the \nheading to this Agreement, or at any other address designated in writing by \none party to the other party. Notices to Silicon shall be directed to the \nCommercial Finance Division, to the attention of the Division Manager or the \nDivision Credit Manager. All notices shall be deemed to have been given upon \ndelivery in the case of notices personally delivered, or at the expiration of \none Business Day following delivery to the private delivery service, or two \nBusiness Days following the deposit thereof in the United States mail, with \npostage prepaid.\n\n   9.6 SEVERABILITY. Should any provision of this Agreement be held by any \ncourt of competent jurisdiction to be void or unenforceable, such defect \nshall not affect the remainder of this Agreement, which shall continue in \nfull force and effect.\n\n   9.7 INTEGRATION. This Agreement and such other written agreements, \ndocuments and instruments as may be executed in connection herewith are the \nfinal, entire and complete agreement between Borrower and Silicon and \nsupersede all prior and contemporaneous negotiations and oral representations \nand agreements, all of which are merged and integrated in this Agreement. \nTHERE ARE NO ORAL UNDERSTANDINGS, REPRESENTATIONS OR AGREEMENTS BETWEEN THE \nPARTIES WHICH ARE NOT SET FORTH IN THIS AGREEMENT OR IN OTHER WRITTEN \nAGREEMENTS SIGNED BY THE PARTIES IN CONNECTION HEREWITH.\n\n   9.8 WAIVERS. The failure of Silicon at any time or times to require \nBorrower to strictly comply with any of the provisions of this Agreement or \nany other present or future agreement between Borrower and Silicon shall not \nwaive or diminish any right of Silicon later to demand and receive strict \ncompliance therewith. Any waiver of any default shall not waive or affect any \nother default, whether prior or subsequent, and whether or not similar. None \nof the provisions of this Agreement or any other agreement now or in the \nfuture executed by Borrower and delivered to Silicon shall be deemed to have \nbeen waived by any act or knowledge of Silicon or its agents or employees, \nbut only by a specific written waiver signed by an authorized officer of \nSilicon and delivered to Borrower. Borrower waives demand, protest, notice of \nprotest and notice of default or dishonor, notice of payment and nonpayment, \nrelease, compromise, settlement, extension or renewal of any commercial \npaper, instrument, account, General Intangible, document or guaranty at any \ntime held by Silicon on which Borrower is or may in any way be liable, and \nnotice of any action taken by Silicon, unless expressly required by this \nAgreement.\n\n   9.9 NO LIABILITY FOR ORDINARY NEGLIGENCE. Neither Silicon, nor any of its \ndirectors, officers, employees, agents, attorneys or any other Person \naffiliated with or representing Silicon shall be liable for any claims, \ndemands, losses or damages, of any kind whatsoever, made, claimed, incurred \nor suffered by Borrower or any other party through the ordinary negligence of \nSilicon, or any of its directors, officers, employees, agents, attorneys or \nany other Person affiliated with or representing Silicon, but nothing herein \nshall relieve Silicon from liability for its own gross negligence or willful \nmisconduct.\n\n   9.10 AMENDMENT. The terms and provisions of this Agreement may not be \nwaived or amended, except in a writing executed by Borrower and a duly \nauthorized officer of Silicon.\n\n   9.11 TIME OF ESSENCE. Time is of the essence in the performance by \nBorrower of each and every obligation under this Agreement.\n\n                                       10\n\n\n         SILICON VALLEY BANK                  LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\n   9.12 ATTORNEYS FEES AND COSTS. Borrower shall reimburse Silicon for all \nreasonable attorneys' fees and all filing, recording, search, title \ninsurance, appraisal, audit, and other reasonable costs incurred by Silicon, \npursuant to, or in connection with, or relating to this Agreement (whether or \nnot a lawsuit is filed), including, but not limited to, any reasonable \nattorneys' fees and costs Silicon incurs in order to do the following: \nprepare and negotiate this Agreement and the documents relating to this \nAgreement; obtain legal advice in connection with this Agreement or Borrower; \nenforce, or seek to enforce, any of its rights; prosecute actions against, or \ndefend actions by, Account Debtors; commence, intervene in, or defend any \naction or proceeding; initiate any complaint to be relieved of the automatic \nstay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, \nthird-party claim, or other claim; examine, audit, copy, and inspect any of \nthe Collateral or any of Borrower's books and records; protect, obtain \npossession of, lease, dispose of, or otherwise enforce Silicon's security \ninterest in, the Collateral; and otherwise represent Silicon in any \nlitigation relating to Borrower. IN SATISFYING BORROWER'S OBLIGATION \nHEREUNDER TO REIMBURSE SILICON FOR ATTORNEYS FEES, BORROWER MAY, FOR \nCONVENIENCE, ISSUE CHECKS DIRECTLY TO SILICON'S ATTORNEYS, LEVY, SMALL &amp; LALLAS, BUT BORROWER ACKNOWLEDGES AND AGREES THAT LEVY, SMALL &amp; LALLAS IS \nREPRESENTING ONLY SILICON AND NOT BORROWER IN CONNECTION WITH THIS AGREEMENT. \nIf either Silicon or Borrower files any lawsuit against the other predicated \non a breach of this Agreement, the prevailing party in such action shall be \nentitled to recover its reasonable costs and attorneys' fees, including (but \nnot limited to) reasonable attorneys' fees and costs incurred in the \nenforcement of, execution upon or defense of any order, decree, award or \njudgment. All attorneys' fees and costs to which Silicon may be entitled \npursuant to this Paragraph shall immediately become part of Borrower's \nObligations, shall be due on demand, and shall bear interest at a rate equal \nto the highest interest rate applicable to any of the Obligations.\n\n   9.13 BENEFIT OF AGREEMENT. The provisions of this Agreement shall be \nbinding upon and inure to the benefit of the respective successors, assigns, \nheirs, beneficiaries and representatives of Borrower and Silicon; provided, \nhowever, that Borrower may not assign or transfer any of its rights under \nthis Agreement without the prior written consent of Silicon, and any \nprohibited assignment shall be void. No consent by Silicon to any assignment \nshall release Borrower from its liability for the Obligations.\n\n   9.14 JOINT AND SEVERAL LIABILITY. If Borrower consists of more than one \nPerson, their liability shall be joint and several, and the compromise of any \nclaim with, or the release of, any Borrower shall not constitute a compromise \nwith, or a release of, any other Borrower.\n\n   9.15 LIMITATION OF ACTIONS. Any claim or cause of action by Borrower \nagainst Silicon, its directors, officers, employees, agents, accountants or \nattorneys, based upon, arising from, or relating to this Loan Agreement, or \nany other present or future document or agreement, or any other transaction \ncontemplated hereby or thereby or relating hereto or thereto, or any other \nmatter, cause or thing whatsoever, occurred, done, omitted or suffered to be \ndone by Silicon, its directors, officers, employees, agents, accountants or \nattorneys, shall be barred unless asserted by Borrower by the commencement of \nan action or proceeding in a court of competent jurisdiction by the filing of \na complaint within two years after the first act, occurrence or omission upon \nwhich such claim or cause of action, or any part thereof, is based, and the \nservice of a summons and complaint on an officer of Silicon, or on any other \nperson authorized to accept service on behalf of Silicon, within thirty (30) \ndays thereafter. Borrower agrees that such two-year period is a reasonable \nand sufficient time for Borrower to investigate and act upon any such claim \nor cause of action. The two-year period provided herein shall not be waived, \ntolled, or extended except by the written consent of Silicon in its sole \ndiscretion. This provision shall survive any termination of this Loan \nAgreement or any other present or future agreement.\n\n   9.16 PARAGRAPH HEADINGS; CONSTRUCTION. Paragraph headings are only used in \nthis Agreement for convenience. Borrower and Silicon acknowledge that the \nheadings may not describe completely the subject matter of the applicable \nparagraph, and the headings shall not be used in any manner to construe, \nlimit, define or interpret any term or provision of this Agreement. The term \n\"including\", whenever used in this Agreement, shall mean \"including (but not \nlimited to)\". This Agreement has been fully reviewed and negotiated between \nthe parties and no uncertainty or ambiguity in any term or provision of this \nAgreement shall be construed strictly against Silicon or Borrower under any \nrule of construction or otherwise.\n\n   9.17 GOVERNING LAW; JURISDICTION; VENUE. This Agreement and all acts and \ntransactions hereunder and all rights and obligations of Silicon and Borrower \nshall be governed by the laws of the State of California. As a material part \nof the consideration to Silicon to enter into this Agreement, Borrower (i) \nagrees that all actions and proceedings relating directly or indirectly to \nthis Agreement shall, at Silicon's option, be litigated in courts located \nwithin California, and that the exclusive venue therefor shall be Santa Clara \nCounty; (ii) consents to the jurisdiction and venue of any such court and \nconsents to service of process in any such action or proceeding by personal \ndelivery or any other method permitted by law; and (iii) waives any and all \nrights Borrower may have to object to the jurisdiction of any such court, or \nto transfer or change the venue of any such action or proceeding.\n\n   9.18 MUTUAL WAIVER OF JURY TRIAL. BORROWER AND SILICON EACH HEREBY WAIVE \nTHE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING \nOUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR \nFUTURE INSTRUMENT OR AGREEMENT BETWEEN SILICON AND BORROWER, OR ANY CONDUCT, \nACTS OR OMISSIONS OF SILICON OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, \nEMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH SILICON OR \nBORROWER, IN ALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT \nOR OTHERWISE.\n\n                                       11\n\n\n         SILICON VALLEY BANK                  LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\nBORROWER:\n\n      INVISION TECHNOLOGIES, INC.\n\n\n         BY  \/s\/ Alfred V. Larrenaga\n           ----------------------------------\n              PRESIDENT OR VICE PRESIDENT\n\n\n\nSILICON:\n\n      SILICON VALLEY BANK\n\n\n        BY   \/s\/ Milad I. Hanna\n           ----------------------------------\n        TITLE   Senior Vice President\n              -------------------------------\n\n\n\n                                       12\n\n\n\n\n      ________________________________________________________________________\n\n\nSILICON VALLEY BANK\n\n\n                                   SCHEDULE TO\n\n                           LOAN AND SECURITY AGREEMENT\n\nBORROWER: INVISION TECHNOLOGIES, INC.\nADDRESS:       7151 GATEWAY BLVD.\n               NEWARK, CALIFORNIA  94560\n\n\nDATE:     NOVEMBER 8, 2000\n\nThis Schedule forms an integral part of the Loan and Security Agreement \nbetween Silicon Valley Bank and the above-borrower of even date.\n\n================================================================================\n\nEXIM AGREEMENT;\nCROSS-COLLATERALIZATION;\nCROSS-DEFAULT:                Silicon and the Borrower are parties to that \n                              certain Loan and Security Agreement (Exim \n                              Program) of even date herewith (as amended from \n                              time to time, the \"Exim Agreement\"). This \n                              Agreement and the Exim Agreement shall continue \n                              in full force and effect, and all rights and \n                              remedies under this Agreement and the Exim \n                              Agreement are cumulative. The term \n                              \"Obligations\" as used in this Agreement and the \n                              Exim Agreement shall include without limitation \n                              the obligation to pay when due all Loans made \n                              pursuant to this Agreement (the \"Non-Exim \n                              Loans\") and all interest thereon and the \n                              obligation to pay when due all Loans made \n                              pursuant to the Exim Agreement (the \"Exim \n                              Loans\") and all interest thereon. Without \n                              limiting the generality of the foregoing, all \n                              \"Collateral\" as defined in this Agreement and \n                              as defined in the Exim Agreement shall secure \n                              all Non-Exim Loans and all Exim Loans and all \n                              interest thereon, and all other Obligations \n                              relating thereto. Any Event of Default under \n                              this Agreement shall also constitute an Event \n                              of Default under the Exim Agreement and any \n                              Event of Default under the Exim Agreement shall \n                              also constitute an Event of Default under this \n                              Agreement. In the event Silicon assigns its \n                              rights under this Agreement and\/or under any \n                              Note evidencing Non-Exim Loans, and\/or its \n                              rights under the Exim Agreement and\/or under \n                              any Note evidencing Exim Loans to any third \n                              party, including without limitation the \n                              Export-Import Bank of the United States (\"Exim \n                              Bank\"), whether before or after the occurrence \n                              of any Event of Default, Silicon shall have the \n                              right (but not any obligation), in its sole \n                              discretion, to allocate and apportion \n                              Collateral to the Agreement and\/or Note \n                              assigned and to specify the priorities of the \n                              respective security interests in such \n                              Collateral between itself and the assignee, all \n                              without notice to or consent of the Borrower.\n\n===============================================================================\n\n1. CREDIT LIMIT\n\n(Section  1.1):               An amount equal to the sum of (A) and (B) below:\n\n\n\n                                       1\n\n\n         SILICON VALLEY BANK          SCHEDULE TO LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\n\n                           A. Revolving Loans. An amount not to exceed the\n                              lesser of: (i) $5,000,000 at any one time\n                              outstanding (the \"Maximum Revolving Credit\n                              Limit\"); or (ii) 80% of the amount of Borrower's\n                              Eligible Receivables (as defined in Section 8\n                              above), PLUS\n\n                           B. Term Loans. An amount equal to the unpaid\n                              principal balance from time to time outstanding of\n                              Term Loan #1 and Term Loan #2 (as defined in the\n                              Existing Loan Documents) (collectively, the \"Term\n                              Loans\"). The current unpaid principal balance\n                              outstanding of Term Loan #1 is $364,400, and the\n                              current unpaid principal balance outstanding of\n                              Term Loan #2 is $249,900.\n\nLETTER OF CREDIT SUBLIMIT\n(Section 1.5):                $5,000,000\n\nFOREIGN EXCHANGE\nCONTRACT SUBLIMIT:            If there is availability under the Revolving\n                              Loans, then Borrower may enter into foreign\n                              exchange forward contracts with Silicon under\n                              which Borrower commits to purchase from or sell to\n                              Silicon a set amount of foreign currency more than\n                              one business day after the contract date (the \"FX\n                              Forward Contract\"). Silicon will subtract 10% of\n                              each outstanding FX Forward Contract from the\n                              foreign exchange sublimit which is a maximum of\n                              $5,000,000 (the \"FX Sublimit\"). The total FX\n                              Forward Contracts at any one time may not exceed\n                              10 times the amount of the FX Sublimit. Silicon\n                              may terminate the FX Forward Contracts if an Event\n                              of Default occurs.\n\n================================================================================\n\n\n2. INTEREST.\n\n     INTEREST RATE (Section 1.2):\n\n                              A rate equal to the \"Prime Rate\" in effect from\n                              time to time, plus 1.5% per annum. Interest shall\n                              be calculated on the basis of a 360-day year for\n                              the actual number of days elapsed. \"Prime Rate\"\n                              means the rate announced from time to time by\n                              Silicon as its \"prime rate;\" it is a base rate\n                              upon which other rates charged by Silicon are\n                              based, and it is not necessarily the best rate\n                              available at Silicon. The interest rate applicable\n                              to the Obligations shall change on each date there\n                              is a change in the Prime Rate.\n\n                              With respect to each of Term Loan #1 and Term Loan\n                              #2, the interest rate shall be a rate equal to the\n                              Prime Rate in effect from time to time, plus 1.5%\n                              per annum. Interest shall be calculated on the\n                              basis of a 360-day year for the actual number of\n                              days elapsed. The interest rate applicable to the\n                              Obligations pertaining to the Term Loans shall\n                              change on each date there is a change in the Prime\n                              Rate.\n\n     MINIMUM MONTHLY INTEREST (Section 1.2):  Not Applicable.\n\n================================================================================\n\n3. FEES (Section 1.4):\n\n\n                                       2\n\n\n         SILICON VALLEY BANK          SCHEDULE TO LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n================================================================================\n     Loan Fee:                $37,500, payable concurrently herewith.\n\n     Collateral Monitoring\n     Fee:                     $1,000, per month, payable in arrears\n                              (prorated for any partial month at the beginning\n                              and at termination of this Agreement).\n\n     Unused Line Fee:         Borrower shall pay Silicon an Unused Line Fee, in\n                              addition to all interest and other fees payable\n                              hereunder. The amount of the Unused Line Fee shall\n                              be 0.125% per annum multiplied by an amount equal\n                              to the Maximum Revolving Credit Limit minus the\n                              average daily balance of the outstanding Revolving\n                              Loans. The Unused Line Fee shall be computed and\n                              paid monthly, in arrears (prorated for any partial\n                              calendar month at the beginning and at termination\n                              of this Agreement), and shall be due on the last\n                              day of each calendar month.\n\n================================================================================\n\n4.  MATURITY DATE\n     (Section 6.1):           October 20, 2001.\n\n                              The outstanding principal balance of Term Loan #1\n                              will continue to be repaid in monthly principal\n                              payments of $11,041.72 each in accordance with the\n                              terms of the Existing Loan Documents until the\n                              earlier of: (i) June 29, 2003, (ii) all\n                              Obligations related to Term Loan #1 have been\n                              indefeasibly paid in full to Silicon or (iii) the\n                              date this Agreement terminates by its terms or is\n                              terminated by either party in accordance with its\n                              terms. Interest on Term Loan #1 shall be payable\n                              monthly as provided for in Section 1.2 of this\n                              Agreement.\n\n                              The outstanding principal balance of Term Loan #2\n                              will continue to be repaid in monthly principal\n                              payments of $17,846.62 each in accordance with the\n                              terms of the Existing Loan Documents until the\n                              earlier of: (i) November 29, 2001, (ii) all\n                              Obligations related to Term Loan #2 have been\n                              indefeasibly paid in full to Silicon or (iii) the\n                              date this Agreement terminates by its terms or is\n                              terminated by either party in accordance with its\n                              terms. Interest on Term Loan #2 shall be payable\n                              monthly as provided for in Section 1.2 of this\n                              Agreement.\n\n================================================================================\n\n5.  FINANCIAL COVENANTS\n     (Section 5.1):           Borrower shall comply with each of the following\n                              covenant(s). Compliance shall be determined as of\n                              the end of each month, except as otherwise\n                              specifically provided below:\n\n         MINIMUM TANGIBLE\n         NET WORTH:           Borrower shall maintain a Tangible Net Worth of\n                              not less than $32,000,000.\n\n         DEFINITIONS.         For purposes of the foregoing financial covenants,\n                              the following term shall have the following\n                              meaning:\n\n                              \"Current assets\", \"current liabilities\" and\n                              \"liabilities\" shall have the meaning ascribed\n                              thereto by generally accepted accounting\n                              principles.\n\n\n\n                                       3\n\n\n         SILICON VALLEY BANK          SCHEDULE TO LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\n                              \"Tangible Net Worth\" shall mean the excess of\n                              total assets over total liabilities, determined in\n                              accordance with generally accepted accounting\n                              principles, with the following adjustments:\n\n                                (A) there shall be excluded from assets: (i)\n                                notes, accounts receivable and other obligations\n                                owing to the Borrower from its officers or other\n                                Affiliates, and (ii) all assets which would be\n                                classified as intangible assets under generally\n                                accepted accounting principles, including\n                                without limitation goodwill, licenses, patents,\n                                trademarks, trade names, copyrights, capitalized\n                                software and organizational costs, licenses and\n                                franchises\n\n                                (B) there shall be excluded from liabilities:\n                                all indebtedness which is subordinated to the\n                                Obligations under a subordination agreement in\n                                form specified by Silicon or by language in the\n                                instrument evidencing the indebtedness which is\n                                acceptable to Silicon in its discretion.\n\n================================================================================\n\n6. REPORTING. \n(Section 5.3):\n\n                              Borrower shall provide Silicon with the following:\n\n                              1.  Weekly transaction reports within two days\n                                  after the end of each week, and a transaction\n                                  report prior to each time Borrower requests a\n                                  Loan.\n\n                              2.  Monthly Receivable agings, aged by invoice\n                                  date, within fifteen days after the end of\n                                  each month.\n\n                              3.  Monthly accounts payable agings, aged by\n                                  invoice date, and outstanding or held check\n                                  registers, if any, within fifteen days after\n                                  the end of each month.\n\n                              4.  Monthly reconciliations of Receivable agings\n                                  (aged by invoice date), transaction reports,\n                                  and general ledger, within fifteen days after\n                                  the end of each month.\n\n                              5.  Monthly perpetual inventory reports for the\n                                  Inventory valued on a first-in, first-out\n                                  basis at the lower of cost or market (in\n                                  accordance with generally accepted accounting\n                                  principles) or such other inventory reports as\n                                  are reasonably requested by Silicon, all\n                                  within fifteen days after the end of each\n                                  month.\n\n                              6.  Monthly unaudited financial statements, as\n                                  soon as available, and in any event within\n                                  thirty days after the end of each month.\n\n                              7.  Monthly Compliance Certificates, within thirty\n                                  days after the end of each month, in such form\n                                  as Silicon shall reasonably specify, signed by\n                                  the Chief Financial Officer of Borrower,\n                                  certifying that as of the end of such month\n                                  Borrower was in full compliance with all of\n                                  the terms and conditions of this Agreement,\n                                  and setting forth calculations showing\n                                  compliance with the financial covenants set\n                                  forth in this Agreement and such other\n                                  information as Silicon shall reasonably\n                                  request, including, without limitation, a\n                                  statement that at the end of such month there\n                                  were no held checks.\n\n\n                                       4\n\n\n         SILICON VALLEY BANK          SCHEDULE TO LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\n                              8.  Quarterly unaudited financial statements, as\n                                  soon as available, and in any event within\n                                  forty-five days after the end of each fiscal\n                                  quarter of Borrower.\n\n                              9.  Annual operating budgets (including income\n                                  statements, balance sheets and cash flow\n                                  statements, by month) for the upcoming fiscal\n                                  year of Borrower within thirty days prior to\n                                  the end of each fiscal year of Borrower.\n\n                              10. Annual financial statements, as soon as\n                                  available, and in any event within 120 days\n                                  following the end of Borrower's fiscal year,\n                                  certified by independent certified public\n                                  accountants acceptable to Silicon.\n\n================================================================================\n\n7. COMPENSATION\n     (Section 5.5):               Not Applicable.\n\n================================================================================\n\n8. BORROWER INFORMATION:\n\n      PRIOR NAMES OF\n      BORROWER\n      (Section 3.2):              See Representations and Warranties dated \n                                  September 21, 2000.\n\n      PRIOR TRADE\n      NAMES OF BORROWER\n      (Section 3.2):              See Representations and Warranties dated \n                                  September 21, 2000.\n\n      EXISTING TRADE\n      NAMES OF BORROWER\n      (Section 3.2):              See Representations and Warranties dated \n                                  September 21, 2000.\n\n      OTHER LOCATIONS AND\n      ADDRESSES (Section 3.3):    See Representations and Warranties dated \n                                  September 21, 2000.\n\n      MATERIAL ADVERSE\n      LITIGATION (Section 3.10):  None.\n\n\n================================================================================\n\n9. OTHER COVENANTS\n   (Section 5.1):             Borrower shall at all times comply with all of the\n                              following additional covenants:\n\n                              (1) BANKING RELATIONSHIP. Borrower shall at all\n                                  times maintain its primary banking\n                                  relationship with Silicon.\n\n                              (2) SUBORDINATION OF INSIDE DEBT. All present and\n                                  future indebtedness of the Borrower to its\n                                  officers, directors and shareholders (\"Inside\n                                  Debt\") shall, at all times, be subordinated to\n                                  the Obligations pursuant to a subordination\n                                  agreement on Silicon's standard form. Borrower\n                                  represents and warrants that there is no\n                                  Inside Debt presently outstanding, except for\n                                  the following: $0. Prior to incurring any \n                                  Inside Debt in the future, Borrower shall \n                                  cause the person to whom such Inside Debt will\n                                  be owed to execute and deliver to Silicon a \n                                  subordination agreement on Silicon's standard\n                                  form.\n\n\n                                       5\n\n\n         SILICON VALLEY BANK          SCHEDULE TO LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\n                              (3) COPYRIGHT FILINGS. Within 30 days after the\n                                  date hereof, Borrower shall request\n                                  authorization from the Federal Aviation\n                                  Administration (\"FAA\") permitting Borrower to\n                                  register with the United States Copyright\n                                  Office all of its unregistered software, the\n                                  licensing of which results in Receivables. If\n                                  the FAA authorizes such registration, Borrower\n                                  shall then (i) execute and deliver to Silicon\n                                  a Collateral Assignment, Patent Mortgage and\n                                  Security Agreement between Borrower and\n                                  Silicon (the \"Intellectual Property\n                                  Agreement\") on Silicon's standard form\n                                  identifying such Copyrights, (ii) cause the\n                                  Intellectual Property Agreement to be filed in\n                                  the Copyright Office, and (iii) provide\n                                  evidence of such recordation to Silicon. If\n                                  the FAA does not authorize such registration\n                                  in writing due to the software being\n                                  \"sensitive security information\" (as defined\n                                  in 14 CFR Part 191), Borrower and Silicon\n                                  shall then enter into an escrow agreement,\n                                  license agreement and other related documents,\n                                  all in form and substance satisfactory to\n                                  Silicon, pursuant to which, among other\n                                  things, Borrower will deposit in escrow the\n                                  Borrower's unregistered copyrights to which\n                                  Silicon shall have access and the right to\n                                  utilize under the circumstances set forth in\n                                  the escrow agreement, license agreement or\n                                  other related documents.\n\n                              (4) PATENT FILINGS. Within thirty (30) days of the\n                                  date hereof, Borrower shall (i) complete the\n                                  Exhibits to the Intellectual Property\n                                  Agreement with all of the information called\n                                  for with respect to all patents and patent\n                                  applications submitted by Borrower to the U.S.\n                                  Patent and Trademark Office, (ii) cause such\n                                  Intellectual Property Agreement to be filed in\n                                  the United States Patent and Trademark Office,\n                                  and (iii) provide evidence of such recordation\n                                  to Silicon.\n\n                              (5) TRADEMARK FILINGS. Within thirty (30) days of\n                                  the date hereof, Borrower shall complete the\n                                  Exhibits to the Intellectual Property\n                                  Agreement with all of the information called\n                                  for with respect to all trademarks and\n                                  trademark applications submitted by Borrower\n                                  to the U.S. Patent and Trademark Office.\n\n                              (6) TRANSACTIONS WITH SUBSIDIARIES. Borrower\n                                  agrees that the aggregate amount of all\n                                  expenses Borrower incurs on behalf of its\n                                  subsidiaries plus the aggregate amount of\n                                  money or other assets Borrower loans and\/or\n                                  transfers to its subsidiaries shall not at\n                                  anytime exceed $500,000 during the term of\n                                  this Agreement. The preceding shall not\n                                  include any such expenses, loans and\/or\n                                  transfers incurred or made prior to the date\n                                  of this Agreement.\n\n\n\n                                       6\n\n\n         SILICON VALLEY BANK          SCHEDULE TO LOAN AND SECURITY AGREEMENT\n      ________________________________________________________________________\n\n\nBorrower:                                            Silicon:\n  INVISION TECHNOLOGIES, INC.                        SILICON VALLEY BANK\n\n\n  By   \/s\/ Alfred V. Larrenaga                    By   \/s\/ Milad I. Hanna\n     -----------------------------                   --------------------------\n     President or Vice President                  Title   Senior Vice President\n                                                        -----------------------\n\n\n\n\n-4\n\n\n\n\n\n                                       7\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912,8832],"corporate_contracts_industries":[9415,9454],"corporate_contracts_types":[9560,9567],"class_list":["post-41136","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_companies-silicon-valley-bancshares","corporate_contracts_industries-financial__banks","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41136","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41136"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41136"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41136"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41136"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}