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DITECH COMMUNICATIONS CORPORATION
LOAN AND SECURITY AGREEMENT
This LOAN AND SECURITY AGREEMENT is entered into as of August 7, 2002, by and between COMERICA BANK-
CALIFORNIA ("Bank") and DITECH COMMUNICATIONS CORPORATION ("Borrower").
Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This
Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to
The parties agree as follows:
1. DEFINITIONS AND CONSTRUCTION.
1.1 Definitions . As used in this Agreement, the following terms shall have the following definitions:
"Accounts" means all presently existing and hereafter arising accounts, contract rights, and all other forms
of obligations owing to Borrower arising out of the sale or lease of goods (including, without limitation, the
licensing of software and other technology) or the rendering of services by Borrower, whether or not earned by
performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise
returned to or reclaimed by Borrower and Borrower's Books relating to any of the foregoing.
"Advance" or "Advances" means a cash advance or cash advances under the Revolving Facility.
"Affiliate" means, with respect to any Person, any Person that owns or controls directly or indirectly such
Person, any Person that controls or is controlled by or is under common control with such Person, and each of
such Person's senior executive officers, directors, and partners.
"Bank Expenses" means all: reasonable costs or expenses (including reasonable attorneys' fees and
expenses) incurred in connection with the preparation, negotiation, administration, and enforcement of the Loan
Documents; reasonable Collateral audit fees;