Trademark Security Agreement



 Exhibit 10.6 
  
 TRADEMARK SECURITY AGREEMENT 
  
 Silicon Graphics, Inc., a Delaware corporation, Silicon Graphics Federal, Inc., a Delaware corporation, and Silicon Graphics
World Trade Corporation, a Delaware corporation (collectively, “Grantor”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, grant to Wells Fargo Foothill Capital, Inc., a
California corporation, as agent for and representative of (in such capacity herein called “Secured Party”) the Bank Product Provider and the financial institutions (“Lenders”) party to that certain Third Amended
and Restated Credit Agreement, entered into by and among the Grantor, Agent, and Lenders, dated as of October 24, 2005 ( the “Credit Agreement”), a continuing security interest in the following property: 
  
 (i) Each trademark, trademark registration and trademark
application listed on Schedule A hereto, and all of the goodwill of the business connected with the use of, and symbolized by, each such trademark, trademark registration and trademark application; and 
  
 (ii) All proceeds of the foregoing, including without
limitation any claim by Grantor against third parties for damages (to the extent not effectively prohibited by an applicable and legally enforceable license agreement) by reason of past, present or future infringement of any trademark or trademark
registration listed in Schedule A hereto or by reason of injury to the goodwill associated with any such trademark or trademark registration or trademark license, in each case together with the right to sue for and collect said damages;

  
 to secure performance of all Obligations of Grantor under the
Credit Agreement and as set out in that certain Amended and Restated Intellectual Property Security Agreement dated as of October 24, 2005, by and among Grantor and Secured Party (the “Agreement”). 
  
 Grantor does hereby further acknowledge and affirm that the rights and
remedies of Secured Party with respect to the security interest in the works of authorship, trademarks, trademark registrations and recordings, and trademark applications made and granted hereby are more fully set forth in the Agreement, the terms
and provisions of which are incorporated by reference herein as if fully set forth herein. 
  
 All terms defined in the Agreement, whether by reference or otherwise, when used herein, shall have their respective meanings set forth therein, unless the context requires otherwise. 







 IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to be duly executed as of
October 24, 2005. 
  

			
	GRANTOR:
	
	 SILICON GRAPHICS, INC., a Delaware
 corporation

		
	By:	 	 /s/ Jean Furter


	Name:	 	Jean Furter
	Title:	 	Vice President, Treasurer
	
	 SILICON GRAPHICS FEDERAL, INC., a
 Delaware corporation

		
	By:	 	 /s/ Jeff Zellmer


	Name:	 	Jeff Zellmer
	Title:	 	Vice President
	
	SILICON GRAPHICS WORLD TRADE CORPORATION, a Delaware corporation
		
	By:	 	 /s/ Warren Pratt


	Name:	 	Warren Pratt
	Title:	 	Executive Vice President
	
	ACCEPTED BY SECURED PARTY:
	
	 WELLS FARGO FOOTHILL, INC., a California
 corporation, as Agent

		
	By:	 	 /s/ Mara Vaisz


	Name:	 	Mara Vaisz
	Title:	 	Vice President