0001047469-05-006698 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor Agreement • March 16th, 2005 • Proxim Corp • Communications equipment, nec • California

THIS INTERCREDITOR AGREEMENT, dated as of July 30, 2004 (this "Agreement"), is by and among SILICON VALLEY BANK ("SVB"), WARBURG PINCUS PRIVATE EQUITY VIII, L.P., as collateral agent for the Noteholders (as herein defined) (in such capacity, the "Collateral Agent"), PROXIM CORPORATION (the "Company") and PROXIM WIRELESS NETWORKS, INC., WIRELESSHOME CORPORATION and PROXIM INTERNATIONAL HOLDINGS, INC. (formerly Western Multiplex International Holdings, Inc.), each of which is a wholly-owned subsidiary of the Company (collectively the "Guaranteeing Subsidiaries").

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