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+0	"This LOAN AND SECURITY AGREEMENT dated January 27 , 1999 , between SILICON VALLEY BANK ("" Bank ""), a California - chartered bank with its principal place of business at 3003 Tasman Drive , Santa Clara , California 95054 with a loan production office located at 40 William St ., Ste ."	SILICON (organization), VALLEY (organization), BANK (organization), Bank (organization), California (location), bank (organization), 3003 (location), Tasman (location), Drive (location), Santa (location), Clara (location), California (location), 40 (location), William (location), St (location)
+1	"350 , Wellesley , Massachusetts 02481 doing business as "" Silicon Valley East "" and AKAMAI TECHNOLOGIES , INC . ("" Borrower ""), whose address is 201 Broadway , 4th Floor , Cambridge , Massachusetts 02139 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank ."	Wellesley (location), Massachusetts (location), Silicon (location), Valley (location), East (location), AKAMAI (organization), TECHNOLOGIES (organization), Borrower (person), 201 (location), Broadway (location), Cambridge (location), Massachusetts (location), Bank (organization), Borrower (person), Borrower (person), Bank (organization)
+8	This Agreement shall be construed to impart upon Bank a duty to act reasonably at all times .	Bank (organization)
+11	Borrower will pay Bank the unpaid principal amount of all Credit Extensions and interest on the unpaid principal amount of the Credit Extensions .	Borrower (person), Bank (organization)
+13	"Subject to the terms and conditions of this Agreement , Bank agrees to lend to Borrower , from time to time prior to the Commitment Termination Date , equipment advances ( each an "" Equipment Advance "" and collectively the "" Equipment Advances "")."	Bank (organization), Borrower (person)
+15	The proceeds of the Equipment Advances will be used solely to reimburse Borrower for the purchase of Eligible Equipment .	Borrower (person)
+17	Bank ' s obligation to lend hereunder shall terminate on the earlier of ( i ) the occurrence and continuance of an Event of Default , and ( ii ) the Commitment Termination Date .	Bank (organization)
+19	"( a ) To obtain an Equipment Advance , Borrower will deliver to Bank a completed supplement in substantially the form attached ("" Loan Supplement ""), together with invoices and such additional information as Bank may request at least five ( 5 ) Business Days before the proposed funding date ( the "" Funding Date "")."	Borrower (person), Bank (organization), Bank (organization)
+20	On each Funding Date , Bank will specify in the Loan Supplement for each Equipment Advance , the Basic Rate , the Loan Factor , the Payment Dates , and a table of Stipulated Loan Values , together with a UCC Financing Statement covering the Equipment described on the Loan Supplement .	Bank (organization)
+21	If Borrower satisfies the conditions of each Equipment Advance specified from time to time by Bank , Bank will disburse such Equipment Advance by internal transfer to Borrower ' s deposit account with Bank .	Borrower (person), Bank (organization), Bank (organization), Borrower (person), Bank (organization)
+22	( b ) Bank ' s obligation to lend the undisbursed portion of the Committed Equipment Line will terminate if , in Bank ' s sole discretion , there has been a material adverse change in the general affairs , management , results of operation , condition ( financial or otherwise ) or the prospects of Borrower , whether or not arising from transactions in the ordinary course of business , or there has been material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the execution of this Agreement .	Bank (organization), Bank (organization), Borrower (person), Borrower (person), Borrower (person), Bank (organization)
+25	"Borrower will make payments monthly in advance of principal and accrued interest for each Equipment Advance ( collectively , "" Scheduled Payments ""), on the first Business Day of the month following the Funding Date ( or commencing on the Funding Date if the Funding Date is the first Business Day of the month ) with respect to such Equipment Advance and continuing thereafter during the Repayment Period on the first Business Day of each calendar month ( each a "" Payment Date ""), in an amount equal to the Loan Factor multiplied by the Loan Amount for such Equipment Advance as of such Payment Date ."	Borrower (person)
+27	An Equipment Advance may be prepaid only upon payment of a prepayment premium specified by Bank .	Bank (organization)
+29	Borrower will pay interest on the unpaid principal amount of each Equipment Advance from the first Payment Date after the Funding Date of such Equipment Advance until the Equipment Advance has been paid in full , at the per annum rate of interest equal to the Basic Rate determined by Bank as of the Funding Date for each Equipment Advance in accordance with the definition of the Basic Rate .	Borrower (person), Bank (organization)
+30	""" Basic Rate "" is , as of the Funding Date , the per annum rate of interest ( based on a year of 360 days ) equal to the sum of ( a ) the U . S . Treasury note yield to maturity for a term equal to the Treasury Note Maturity as quoted in The Wall Street Journal on the day the applicable Loan Terms Schedule is prepared , plus ( b ) the applicable Loan Margin for the type of Eligible Equipment being financed ."	The (organization), Wall (organization), Street (organization), Journal (organization)
+34	"In addition to the Scheduled Payments , on the Funding Date for each Equipment Advance ( unless the Funding Date is the first Business Day of the month ) Borrower shall pay to Bank , on behalf of Bank , an amount ( the "" Interim Payment "") equal to the initial Equipment Advance multiplied by the product of ( i ) the quotient derived from dividing the initial Loan Factor with respect to such Equipment Advance multiplied by 30 , and ( ii ) the number of days from the Funding Date of the Equipment Advance Loan until the first Payment Date with respect to such Equipment Advance ."	Borrower (person), Bank (organization), Bank (organization)
+36	On the Maturity Date with respect to such Equipment Advance , Borrower will pay , in addition to the unpaid principal and accrued interest and all other amounts due on such date with respect to such Equipment Advance , an amount equal to the Final Payment .	Borrower (person)
+41	""" Original Stated Cost "" is ( i ) the original cost of the New Equipment , the original cost to the Borrower of the item of New Equipment net of any and all freight , installation , tax or ( ii ) the fair market value assigned to such item of Used Equipment by mutual agreement of Borrower and Bank at the time of making of the Equipment Advance ."	Borrower (person), Borrower (person), Bank (organization)
+43	If any Financed Equipment is subject to an Event of Loss and Borrower is required to or elects to prepay the Equipment Advance with respect to such	Borrower (person)
+46	If the Equipment Advances are accelerated following the occurrence of an Event of Default or otherwise ( other than following an Event of Loss ), then Borrower will immediately pay to Bank ( i ) all unpaid Scheduled Payments with respect to each Equipment Advance due prior to the date of prepayment , ( ii ) the Stipulated Loss Value with respect to each Equipment Advance , and ( iii ) all other sums , if any , that shall have become due and payable with respect to any Equipment Advance .	Borrower (person), Bank (organization)
+47	( g ) Borrower will repay the Equipment Advances on the terms provided in the Loan Supplement .	Borrower (person)
+48	An Equipment Advance may be prepaid only upon payment of a prepayment premium specified from time to time by Bank .	Bank (organization)
+50	If any change in the law increases Bank ' s expenses or decreases its return from the Equipment Advances , Borrower will pay Bank upon request the amount of such increase or decrease .	Bank (organization), Borrower (person), Bank (organization)
+51	( h ) Bank may debit any of Borrower ' s deposit accounts including Account Number _____________ for principal and interest payments or any amounts Borrower owes Bank .	Bank (organization), Borrower (person), Borrower (person), Bank (organization)
+52	Bank will notify Borrower when it debits Borrower ' s accounts .	Bank (organization), Borrower (person), Borrower (person)
+54	Payments received after 12 : 00 noon Eastern time are considered received at the opening of business on the next Business Day .	Eastern (location)
+57	Borrower will pay :	Borrower (person)
+58	( a ) Bank Expenses .	Bank (organization)
+59	All Bank Expenses ( including reasonable attorneys ' fees and expenses ) incurred through and after the date of this Agreement , are payable when due .	Bank (organization)
+62	Bank ' s obligation to make the initial Credit Extension is subject to the condition precedent that it receive the agreements , documents and fees it requires .	Bank (organization)
+64	Bank ' s obligations to make each Credit Extension , including the initial Credit Extension , is subject to the following :	Bank (organization)
+67	Each Credit Extension is Borrower ' s representation and warranty on that date that the representations and warranties of Section 5 remain true .	Borrower (person)
+70	Borrower grants Bank a continuing security interest in all presently existing and later acquired Collateral to secure all Obligations and performance of each of Borrowers duties under the Loan Documents .	Borrower (person), Bank (organization)
+72	"Bank may place a "" hold "" on any deposit account pledged as Collateral ."	Bank (organization)
+74	Borrower represents and warrants as follows :	Borrower (person)
+76	Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in , and in good standing in , any state in which the conduct of its business or its ownership of property requires that it be qualified .	Borrower (person)
+77	The execution , delivery and performance of the Loan Documents have been duly authorized , and do not conflict with Borrower ' s formation documents , nor constitute an event of default under any material agreement by which Borrower is bound .	Borrower (person), Borrower (person)
+78	Borrower is not in default under any agreement to which or by which it is bound in which the default could cause a Material Adverse Change .	Borrower (person)
+80	Borrower has good title to the Collateral , free from liens .	Borrower (person)
+83	Except as shown in the Schedule , there are no actions or proceedings pending or , to Borrower ' s knowledge , threatened by or against Borrower or any Subsidiary in which an adverse decision could cause a Material Adverse Change .	Borrower (person), Borrower (person)
+85	All consolidated financial statements for Borrower , and any Subsidiary , delivered to Bank fairly present in all material respects Borrower ' s consolidated financial condition and Borrower ' s consolidated results of operations .	Borrower (person), Bank (organization), Borrower (person), Borrower (person)
+86	There has not been any material deterioration in Borrower ' s consolidated financial condition since the date of the most recent financial statements submitted to Bank .	Borrower (person), Bank (organization)
+88	The fair salable value of Borrowers assets ( including goodwill minus disposition costs ) exceeds the fair value of its liabilities ; the Borrower is not left with unreasonably small capital after the transactions in this Agreement ; and Borrower is able to pay its debts ( including trade debts ) as they mature .	Borrower (person), Borrower (person)
+90	"Borrower is not an "" investment company "" or a company "" controlled "" by an "" investment company "" under the Investment Company Act ."	Borrower (person)
+91	Borrower is not engaged as one of its important activities in extending credit for margin stock ( under Regulations G , T and U of the Federal Reserve Board of Governors ).	Borrower (person), Federal (organization), Reserve (organization), Board (organization), of (organization), Governors (organization)
+92	Borrower has complied with the Federal Fair Labor Standards Act .	Borrower (person)
+93	Borrower has not violated	Borrower (person)
+95	None of Borrower ' s or any Subsidiary ' s properties or assets has been used by Borrower or any Subsidiary or , to the best of Borrower ' s knowledge , by previous Persons , in disposing , producing , storing , treating , or transporting any hazardous substance other than legally .	Borrower (person), Borrower (person), Borrower (person)
+96	Borrower and each Subsidiary has timely filed all required tax returns and paid , or made adequate provision to pay , all taxes , except those being contested in good faith with adequate reserves under GAAP .	Borrower (person)
+97	Borrower and each Subsidiary has obtained all consents , approvals and authorizations of , made all declarations or filings with , and given all notices to , all government authorities that are necessary to continue its business as currently conducted .	Borrower (person)
+99	No representation , warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading .	Borrower (person), Bank (organization)
+101	Borrower will do all of the following :	Borrower (person)
+103	Borrower will maintain its and all Subsidiaries ' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify could have a material adverse effect on Borrower ' s business or operations .	Borrower (person), Borrower (person)
+104	Borrower will comply , and have each Subsidiary comply , with all laws , ordinances and regulations to which it is subject , noncompliance with which could have a material adverse effect on Borrower ' s business or operations or cause a Material Adverse Change .	Borrower (person), Borrower (person)
+106	( a ) Borrower will deliver to Bank : ( i ) as soon as available , but not later than 30 days after the last day of each month , a company prepared consolidated balance sheet and income statement covering Borrower ' s consolidated operations during the period , in a form and certified by a Responsible Officer acceptable to Bank ; ( ii ) as soon as available , but not later than 90 days after the last day of Borrower ' s fiscal year , audited consolidated financial statements prepared under GAAP , consistently applied , together with an unqualified opinion on the financial statements from Pricewaterhouse Coopers , LLP or another independent certified public accounting firm reasonable acceptable to Bank ; ( iii ) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $ 100 , 000 or more ; and ( iv ) budgets , sales projections , operating plans or other financial information Bank requests .	Borrower (person), Bank (organization), Borrower (person), Bank (organization), Borrower (person), Bank (organization), Borrower (person), Borrower (person), Bank (organization)
+107	( b ) Bank has the right to audit Borrower ' s Collateral upon an Event of Default has occurred and is continuing .	Bank (organization), Borrower (person)
+109	Borrower will make , and cause each Subsidiary to make , timely payment of all material federal , state , and local taxes or assessments and will deliver to Bank , on demand , appropriate certificates attesting to the payment .	Borrower (person), Bank (organization)
+111	Borrower will keep its business and the Collateral insured for risks and in amounts , as Bank requests .	Borrower (person), Bank (organization)
+112	Insurance policies will be in a form , with companies , and in amounts that are satisfactory to Bank .	Bank (organization)
+113	All property policies will have a lender ' s loss payable endorsement showing Bank as an additional loss payee and all liability policies will show the Bank as an additional insured and provide that the insurer must give Bank at least 20 days notice before canceling its policy .	lender (person), Bank (organization), Bank (organization), Bank (organization)
+114	At Bank ' s request , Borrower will deliver certified copies of policies and evidence of all premium payments .	Bank (organization), Borrower (person)
+115	Proceeds payable under any policy will , at Bank ' s option , be payable to Bank on account of the Obligations .	Bank (organization), Bank (organization)
+117	Borrower will maintain its primary depository and operating accounts with Bank .	Borrower (person), Bank (organization)
+119	Borrower will execute any further instruments and take further action as Bank requests to perfect or continue Bank ' s security interest in the Collateral or to effect the purposes of this Agreement .	Borrower (person), Bank (organization), Bank (organization)
+121	Borrower will bear the risk of the Collateral being lost , stolen , destroyed , or damaged .	Borrower (person)
+122	If any item of Collateral is lost , stolen , destroyed , or damaged , then Borrower will pay Bank an amount equal to the sum of ( i ) all accrued and unpaid Scheduled Payments due prior to the next such Payment Date and ( ii ) a prepayment in an amount equal to the Stipulated Loan Value as to such Collateral .	Borrower (person), Bank (organization)
+123	"If during the term of this Agreement any item of Financed Equipment is lost , stolen , destroyed , damaged beyond repair , rendered permanently unfit for use , or seized by a governmental authority for any reason whatsoever for a period equal to at least the remainder of the term of this Agreement ( an "" Event of Loss ""), then in each case Bank will receive from the proceeds of insurance maintained pursuant to Section 6 , from any award paid by the seizing governmental authority or , to the extent not received from the proceeds of insurance or award or both , from Borrower , on or before the Payment Date next succeeding such Event of Loss for each such item of Financed Equipment subject to an Event of Loss , an amount equal to the sum of : ( i ) all accrued and unpaid Scheduled Payments with respect to such Loan due prior to the next such Payment Date , ( ii ) a prepayment in an amount equal to the Stipulated Loss Value and ( iii ) all other sums , if any , that shall have become due and payable , including interest at the Default Rate with respect to any past due amounts ."	Bank (organization), Borrower (person)
+124	On the date of receipt by Bank of the amount specified above with respect to each such item of Financed Equipment subject to an Event of Loss , this Agreement shall terminate as to such Financed Equipment .	Bank (organization)
+125	Any proceeds of insurance maintained by Borrower pursuant to this Section and received by Borrower will be paid to Bank , promptly upon their receipt by Borrower .	Borrower (person), Borrower (person), Bank (organization), Borrower (person)
+126	If any proceeds of insurance or awards received from governmental authorities are in excess of the amount owed under this Section , Bank shall promptly remit to Borrower the amount in excess of the amount owed to Bank .	Bank (organization), Borrower (person), Bank (organization)
+128	7 . 1 BORROWER WILL NOT DO ANY OF THE FOLLOWING :	BORROWER (person)
+129	Change its name or the chief executive office or principal place of business , move or dispose of any interest in the Collateral , permit any lien or security interest to attach to the Collateral , or enter into any transaction outside the ordinary course of Borrower ' s business .	Borrower (person)
+130	"9 < PAGE > 10 Become an "" investment company "" or a company controlled by an "" investment company ,"" under the Investment Company Act of 1940 or undertake as one of its important activities extending credit to purchase or carry margin stock , or use the proceeds of any Advance for that purpose ; fail to meet the minimum funding requirements of ERISA , permit a Reportable Event or Prohibited Transaction , as defined in ERISA , to occur , fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation , if the violation could have a material adverse effect on Borrower ' s business or operations or cause a Material Adverse Change , or permit any of its Subsidiaries to do so ."	ERISA (organization), ERISA (organization), Borrower (person)
+134	Borrower fails to pay any of the Obligations when due ;	Borrower (person)
+136	If Borrower violates any covenant in Section 7 or does not perform or observe any other material term , condition or covenant in this Agreement , any Loan Documents , or in any agreement between Borrower and Bank and as to any default under a term , condition or covenant that can be cured , has not cured the default within 10 days after it occurs , or if the default cannot be cured within 10 days or cannot be cured after Borrower ' s attempts within 10 day period , and the default may be cured within a reasonable time , then Borrower has an additional period ( of not more than 30 days ) to attempt to cure the default .	Borrower (person), Borrower (person), Bank (organization), Borrower (person), Borrower (person)
+139	If there ( i ) occurs a material adverse change in the business , operations , or condition ( financial or otherwise ) of the Borrower , or ( ii ) is a material impairment of the prospect of repayment of any portion of the Obligations .	Borrower (person)
+141	If any material portion of Borrower ' s assets is attached , seized , levied on , or comes into possession of a trustee or receiver and the attachment , seizure or levy is not removed in 10 days , or if Borrower is enjoined , restrained , or prevented by court order from conducting a material part of its business or if a judgment or other claim becomes a Lien on a material portion of Borrower ' s assets , or if a notice of lien , levy , or assessment is filed against any of Borrower ' s assets by any government agency and not paid within 10 days after Borrower receives notice .	Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+142	These are not Events of Default if stayed or if a bond is posted pending contest by Borrower ( but no Credit Extensions will be made during the cure period );	Borrower (person)
+144	If Borrower becomes insolvent or if Borrower begins an Insolvency Proceeding or an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within 30 days ( but no Credit Extensions will be made before any Insolvency Proceeding is dismissed );	Borrower (person), Borrower (person), Borrower (person)
+146	If there is a default in any agreement between Borrower and a third party that gives the third party the right to accelerate any Indebtedness exceeding $ 100 , 000 or that could cause a Material Adverse Change ;	Borrower (person)
+148	If a money judgment ( s ) in the aggregate of at least $ 50 , 000 is rendered against Borrower and is unsatisfied and unstayed for 10 days ( but no Advances will be made before the judgment is stayed or satisfied ); or	Borrower (person)
+150	If Borrower or any Person acting for Borrower makes any material misrepresentation or material misstatement now or later in any warranty or representation in this Agreement or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document .	Borrower (person), Borrower (person), Bank (organization), Bank (organization)
+151	9 BANK ' S RIGHTS AND REMEDIES	BANK (organization)
+153	When an Event of Default occurs and continues Bank may , without notice or demand , do any or all of the following :	Bank (organization)
+154	( a ) Declare all Obligations immediately due and payable ( but if an Event of Default described in Section 8 . 5 occurs all Obligations are immediately due and payable without any action by Bank );	Bank (organization)
+155	( b ) Stop advancing money or extending credit for Borrower ' s benefit under this Agreement or under any other agreement between Borrower and Bank ;	Borrower (person), Borrower (person), Bank (organization)
+157	Borrower will assemble the Collateral if Bank requires and make it available as Bank designates .	Borrower (person), Bank (organization), Bank (organization)
+158	Bank may enter premises where the Collateral is located , take and maintain possession of any part of the Collateral , and pay , purchase , contest , or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred .	Bank (organization)
+159	Borrower grants Bank a license to enter and occupy any of its premises , without charge , to exercise any of Bank ' s rights or remedies ;	Borrower (person), Bank (organization), Bank (organization)
+160	( d ) Apply to the Obligations any ( i ) balances and deposits of Borrower it holds , or ( ii ) any amount held by Bank owing to or for the credit or the account of Borrower ;	Borrower (person), Bank (organization), Borrower (person)
+164	Effective only when an Event of Default occurs and continues , Borrower irrevocably appoints Bank as its lawful attorney to : ( i ) transfer the Collateral into the name of Bank or a third party as the Code permits .	Borrower (person), Bank (organization), Bank (organization)
+165	Bank may exercise the power of attorney to sign Borrower ' s name on any documents necessary to perfect or continue the perfection of any security interest regardless of whether an Event of Default has occurred .	Bank (organization), Borrower (person)
+166	Bank ' s appointment as Borrower ' s attorney in fact , and all of Bank ' s rights and powers , coupled	Bank (organization), Borrower (person), Bank (organization)
+167	11 < PAGE > 12 with an interest , are irrevocable until all Obligations have been fully repaid and performed and Bank ' s obligation to provide Credit Extensions terminates .	Bank (organization)
+168	9 . 3 BANK EXPENSES .	BANK (organization)
+169	If Borrower fails to pay any amount or furnish any required proof of payment to third persons Bank may make all or part of the payment or obtain insurance policies required in Section 6 . 4 , and take any action under the policies Bank deems prudent Any amounts paid by Bank are Bank Expenses and immediately due and payable , bearing interest at the then applicable rate and secured by the Collateral .	Borrower (person), Bank (organization), Bank (organization), Bank (organization), Bank (organization)
+170	No payments by Bank are deemed an agreement to make similar payments in the future or Bank ' s waiver of any Event of Default .	Bank (organization), Bank (organization)
+171	9 . 4 BANK ' S LIABILITY FOR COLLATERAL .	BANK (organization)
+172	If Bank complies with reasonable banking practices it is not liable for ( a ) the safekeeping of the Collateral ; ( b ) any loss or damage to the Collateral ; ( c ) any diminution in the value of the Collateral ; or ( d ) any act or default of any carrier , warehouseman , bailee , or other person .	Bank (organization)
+173	Borrower bears all risk of loss , damage or destruction of the Collateral .	Borrower (person)
+175	Bank ' s rights and remedies under this Agreement , the Loan Documents , and all other agreements are cumulative .	Bank (organization)
+176	Bank has all rights and remedies provided under the Code , by law , or in equity .	Bank (organization)
+177	Bank ' s exercise of one right or remedy is not an election , and Bank ' s waiver of any Event of Default is not a continuing waiver .	Bank (organization), Bank (organization)
+178	Bank ' s delay is not a waiver , election , or acquiescence .	Bank (organization)
+179	No waiver is effective unless signed by Bank and then is only effective for the specific instance and purpose for which it was given .	Bank (organization)
+181	Borrower waives demand , notice of default or dishonor , notice of payment and nonpayment , notice of any default , nonpayment at maturity , release , compromise , settlement , extension , or renewal of accounts , documents , instruments , chattel paper , and guarantees held by Bank on , which Borrower is liable .	Borrower (person), Bank (organization), Borrower (person)
+186	THIS AGREEMENT SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW .	COMMONWEALTH (location), OF (location), MASSACHUSETTS (location)
+187	EACH OF BORROWER AND BANK HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COMMONWEALTH OF MASSACHUSETTS , BUT IF FOR ANY REASON THE BANK IS DENIED ACCESS TO SUCH COURTS , THEN THE VENUE WILL BE IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF SANTA CLARA , STATE OF CALIFORNIA .	BORROWER (person), BANK (organization), COMMONWEALTH (location), OF (location), MASSACHUSETTS (location), BANK (organization), SANTA (location), CLARA (location), CALIFORNIA (location)
+188	BORROWER AND BANK EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN , INCLUDING	BORROWER (person), BANK (organization)
+195	Borrower may not assign this Agreement or any rights under it without Bank ' s prior written consent which may be granted or withheld in Bank ' s discretion .	Borrower (person), Bank (organization), Bank (organization)
+196	Bank has the right , without the consent of or notice to Borrower , to sell , transfer , negotiate , or grant participation in all or any part of , or any interest in , Bank ' s obligations , rights and benefits under this Agreement .	Bank (organization), Borrower (person), Bank (organization)
+198	Borrower will indemnify , defend and hold harmless Bank and its officers , employees , and agents against : ( a ) all obligations , demands , claims , and liabilities asserted by any other party in connection with the transactions contemplated by the Loan Documents ; and ( b ) all losses or Bank Expenses incurred , or paid by Bank from , following , or consequential to transactions between Bank and Borrower ( including reasonable attorneys fees and expenses ), except for losses caused by Bank ' s gross negligence or willful misconduct .	Borrower (person), Bank (organization), Bank (organization), Bank (organization), Bank (organization), Borrower (person), Bank (organization)
+204	All amendments to this Agreement must be in writing and signed by Borrower and Bank .	Borrower (person), Bank (organization)
+211	The obligations of Borrower in Section 12 . 2 to indemnify Bank will survive until all statutes of limitations for actions that may be brought against Bank have run .	Borrower (person), Bank (organization), Bank (organization)
+213	In handling any confidential information , Bank will exercise the same degree of care that it exercises for its own proprietary information , but disclosure of information may be made ( i ) to Bank ' s subsidiaries or affiliates in connection with their business with Borrower , ( ii ) to prospective transferees or purchasers of any interest in the Loans , ( iii ) as required by law , regulation , subpoena , or other order , ( iv ) as required in connection with Bank ' s examination or audit and ( v ) as Bank considers appropriate exercising remedies under this Agreement .	Bank (organization), Bank (organization), Borrower (person), Bank (organization), Bank (organization)
+214	Confidential information does not include information that either : ( a ) is in the public domain or in Bank ' s possession when disclosed to Bank , or becomes part of the public domain after disclosure to Bank ; or ( b ) is disclosed to Bank by a third party , if Bank does not know that the third party is prohibited from disclosing the information .	Bank (organization), Bank (organization), Bank (organization), Bank (organization), Bank (organization)
+216	This Agreement shall become effective only when it shall have been executed by Borrower and Bank ( provided , however , in no event shall this Agreement become effective until signed by an officer of Bank in California ).	Borrower (person), Bank (organization), Bank (organization), California (location)
+218	In any action or proceeding between Borrower and Bank arising out of the Loan Documents , the prevailing party will be entitled to recover its reasonable attorneys ' fees and other costs and expenses incurred , in addition to any other relief to which it may be entitled .	Borrower (person), Bank (organization)
+222	""" ACCOUNTS "" are all existing and later arising accounts , contract rights , and other obligations owed Borrower in connection with its sale or lease of goods ( including licensing software and other technology ) or provision of services , all credit insurance , guaranties , other security and all merchandise returned or reclaimed by Borrower and Borrower ' s Books relating to any of the foregoing ."	Borrower (person), Borrower (person), Borrower (person)
+224	""" BANK EXPENSES "" are all audit fees and expenses and reasonable costs or expenses ( including reasonable attorneys ' fees and expenses ) for preparing , negotiating , administering , defending and enforcing the Loan Documents ( including appeals or Insolvency Proceedings )."	BANK (organization)
+225	""" BORROWER ' S BOOKS "" are all Borrower ' s books and records including ledgers , records regarding Borrower ' s assets or liabilities , the Collateral , business operations or financial condition and all computer programs or discs or any equipment containing the information ."	BORROWER (person), Borrower (person), Borrower (person)
+226	""" BUSINESS DAY "" is any day that is not a Saturday , Sunday or a day on which the Bank is closed ."	Bank (organization)
+228	""" CODE "" is the Massachusetts Uniform Commercial Code ."	Massachusetts (location)
+234	""" CREDIT EXTENSION "" is each Equipment Advance or any other extension of credit by Bank for Borrower ' s benefit ."	Bank (organization), Borrower (person)
+236	""" ELIGIBLE EQUIPMENT "" is general purpose computer equipment , office equipment , test and laboratory equipment , furnishings , and , subject to the limitations set forth below , Other Equipment that complies with all of Borrower ' s representations and warranties to Bank and which is acceptable to Bank in all respects ."	Borrower (person), Bank (organization), Bank (organization)
+237	Unless otherwise agreed to by Bank : not more than 25 % of the Equipment financed with the proceeds of each Equipment Advance shall consist of Other Equipment .	Bank (organization)
+239	Equipment to be located outside of the United States shall be limited to a maximum of $ 150 , 000 .	United (location), States (location)
+240	""" EQUIPMENT "" is all present and future machinery , equipment , tenant improvements , furniture , fixtures , vehicles , tools , parts and attachments in which Borrower has any interest ."	Borrower (person)
+244	""" ERISA "" is the Employment Retirement Income Security Act of 1974 , and its regulations ."	ERISA (organization)
+247	""" FUNDING DATE "" is any date on which an Equipment Advance is made to or on account of Borrower ."	Borrower (person)
+250	""" INSOLVENCY PROCEEDING "" are proceedings by or against any Person under the United States Bankruptcy Code , or any other bankruptcy or insolvency law , including assignments for the benefit of creditors , compositions , extensions generally with its creditors , or proceedings seeking reorganization , arrangement , or other relief ."	United (location), States (location)
+253	""" LOAN DOCUMENTS "" are , collectively , this Agreement , any note , or notes or guaranties executed by Borrower or Guarantor , and any other present or future agreement between Borrower and / or for the benefit of Bank in connection with this Agreement , all as amended , extended or restated ."	Borrower (person), Borrower (person), Bank (organization)
+257	""" OBLIGATIONS "" are debts , principal , interest , Bank Expenses and other amounts Borrower owes Bank now or later , including letters of credit and exchange contracts and including interest accruing after Insolvency Proceedings begin and debts , liabilities , or obligations of Borrower assigned to Bank ."	Bank (organization), Borrower (person), Bank (organization), Borrower (person), Bank (organization)
+259	""" OTHER EQUIPMENT "" is leasehold improvements , intangible property such as computer software and software licenses , equipment specifically designed or manufactured for Borrower , other intangible property , limited use property and other similar property and soft costs , including sales tax , freight and installation expenses ."	Borrower (person)
+261	""" PRIME RATE "" is Bank ' s most recently announced "" prime rate ,"" even if it is not Bank ' s lowest rate ."	Bank (organization), Bank (organization)
+262	""" RESPONSIBLE OFFICER "" is each of the Chief Executive Officer , the President , the Chief Financial Officer and the Controller of Borrower ."	Chief (organization), Financial (organization), Officer (organization), Borrower (person)
+264	""" STATED COST "" is ( i ) with respect to new equipment , the original cost to Borrower of the item of new equipment net of any and all freight , installation , tax and other soft costs or ( ii ) with respect to used equipment , the net book value assigned to such item of used equipment by Bank , after consultation with Borrower , at the time of the making of the equipment Advance such item of used equipment ."	Borrower (person), Bank (organization), Borrower (person)
+266	""" SUBORDINATED DEBT "" is debt incurred by Borrower subordinated to Borrowers debt to Bank ( and identified as subordinated by Borrower and Bank )."	Borrower (person), Bank (organization), Borrower (person), Bank (organization)
+268	BORROWER :	BORROWER (person)
+269	Akamai Technologies , Inc .	Akamai (organization), Technologies (organization)
+270	By : / s / Paul Sagan ----------------------------- Title : VP and COO ---------------------------	Paul (person), Sagan (person)
+271	BANK :	BANK (organization)
+272	SILICON VALLEY BANK , doing business as SILICON VALLEY EAST	SILICON (organization), VALLEY (organization), BANK (organization), SILICON (location), VALLEY (location), EAST (location)
+273	By : / s / Nancy E . Funkhouser ----------------------------- Title : Assistant Vice President ---------------------------	Nancy (person), E (person)
+274	SILICON VALLEY BANK	SILICON (organization), VALLEY (organization), BANK (organization)
+275	By : / s / [ illegible ] ----------------------------- Title : AVP --------------------------- executed in Santa Clara County , California	Santa (location), Clara (location), California (location)
+276	Dated March 31 , 2007 Thinkplus Investments Limited ( as the Lender ) AND Airland International Limited Bizexpress Limited ( as the Borrower ) Loan Agreement Contents	Thinkplus (organization), Investments (organization), Limited (organization), Lender (person), Airland (organization), International (organization), Limited (organization), Bizexpress (organization), Limited (organization), Borrower (person)
+277	Page Article Article 1 Definitions 3 Article 2 Loan 5 Article 3 Security for the Loan 6 Article 4 Representations and Warranties by the Company 6 Article 5 Representations and Warranties by the Borrower 7 Article 6 Confidentiality 8 Article 7 Taxes and Expenses 8 Article 8 Succession and Assignment 8 Article 9 Notices 8 Article 10 Applicable Law and Dispute Resolution 9 Article 11 Effectiveness	Borrower (person)
+278	"9 THIS LOAN AGREEMENT ("" this Agreement "") is entered into by and between the parties below in Beijing , China as of March 31 , 2007 : Thinkplus Investments Limited ., a corporation incorporated under the laws of the Cayman Islands , whose registered address is Codan Trust Company ( Cayman ) Limited , Century Yard , Cricket Square , Hutchins Drive , P . O ."	Beijing (location), China (location), Thinkplus (organization), Investments (organization), Limited (organization), Cayman (location), Islands (location), Codan (location), Trust (location), Company (location), Cayman (location), Century (location), Yard (location), Cricket (location), Square (location), Hutchins (location), Drive (location)
+279	"Box 2681GT , George Town , Grand Cayman , British West Indies , hereinafter referred to as the "" Company ""; Airland International Limited , a corporation incorporated under the laws of the British Virgin Islands , whose registered address is 2nd floor , Abbott Building Road Town , Tortola , British Virgin Islands , hereinafter referred to as the "" Airland ""; AND Bizexpress Limited , a corporation incorporated under the laws of the British Virgin Islands , whose registered address is 2nd floor , Abbott Building Road Town , Tortola , British Virgin Islands , hereinafter referred to as the "" Bizexpress "" Airland and Bizexpress are collectively referred to as the "" Borrower ""."	George (location), Town (location), Grand (location), Cayman (location), British (location), West (location), Indies (location), Airland (organization), International (organization), Limited (organization), British (location), Virgin (location), Islands (location), 2nd (location), floor (location), Abbott (location), Building (location), Road (location), Town (location), Tortola (location), British (location), Virgin (location), Islands (location), Bizexpress (location), Limited (location), British (location), Virgin (location), Islands (location), 2nd (location), floor (location), Abbott (location), Building (location), Road (location), Town (location), Tortola (location), British (location), Virgin (location), Islands (location), Bizexpress (organization), Airland (organization), Bizexpress (organization), Borrower (person)
+280	"The Company and the Borrower are collectively referred to as the "" Parties "" and individually as a "" Party ""."	Borrower (person)
+283	The Company and the Borrower have signed the Subscription Agreement ( as defined below ) on the date of this Agreement and Worksoft , Zhang Jilun and Shi Rongbin have signed the Equity Transfer Contract ( as defined below ) on the date of this Agreement ;	Borrower (person), Worksoft (organization), Zhang (person), Jilun (person), Shi (person), Rongbin (person)
+285	Subject to the terms and conditions of this Agreement , the Company agrees to provide the Loan to the Borrower and the Borrower agrees to pledge part of its shares in the Company to the Company as a security for the Loan .	Borrower (person), Borrower (person)
+288	"( a ) "" Account "" means the USD account opened by the Borrower outside of China for the Loan ."	Borrower (person), China (location)
+289	"( b ) "" Business Day "" means any day other than a Saturday , a Sunday or a day on which banks in the PRC or Hong Kong Special Administrative Region ("" Hong Kong "") are authorized or obliged by applicable law to be closed ."	Hong (location), Kong (location), Special (location), Administrative (location), Region (location), Hong (location), Kong (location)
+291	""" Funding Date "" means the 7th working day after Worksoft is registered as a"	Worksoft (organization)
+292	shareholder of Shanghai Solutions and holds the 75 % equity interest of Shanghai Solutions and one representative appointed by Worksoft is registered as the director of Shanghai Solutions .	Shanghai (organization), Solutions (organization), Shanghai (organization), Solutions (organization), Worksoft (organization), Shanghai (organization), Solutions (organization)
+297	"( e ) "" Equity Transfer Contract "" means the Equity Transfer Contract signed by Worksoft Creative Software Technology Ltd . ("" Worksoft "", a wholly owned subsidiary of the Company in China ), Zhang Jilun and Shi Rongbin with respect to Zhang Jilun and Shi Rongbin transferring part of their equity interests in Shanghai Solutions Software Co ., Ltd . ("" Shanghai Solutions "") to Worksoft on the date of this Agreement ."	Worksoft (organization), Creative (organization), Software (organization), Technology (organization), Ltd (organization), Worksoft (organization), China (location), Zhang (person), Jilun (person), Shi (person), Rongbin (person), Zhang (person), Jilun (person), Shi (person), Rongbin (person), Shanghai (organization), Solutions (organization), Software (organization), Co (organization), Shanghai (organization), Solutions (organization), Worksoft (organization)
+298	"( f ) "" PRC "" means the People ' s Republic of China excluding , for the purpose of this Agreement , Hong Kong Special Administrative Region , Macao Special Administrative Region and Taiwan ."	Republic (location), of (location), China (location), Hong (location), Kong (location), Special (location), Administrative (location), Region (location), Macao (location), Special (location), Administrative (location), Region (location), Taiwan (location)
+303	"( k ) "" Subscription Agreement "" means the Subscription Agreement regarding the issue by the Company of the Shares and the Stock Options to the Borrower signed by the Company and the Borrower on the date of this Agreement ."	Borrower (person), Borrower (person)
+306	"( n ) "" USD "" means US dollars , the lawful currency of the United State of America ."	United (location), State (location), of (location), America (location)
+310	"2 . 1 Loan Subject to Article 3 of this Agreement , the Company hereby undertakes to grant to the Borrower , and the Borrower agrees to borrow from the Company , a loan in an aggregate amount of no more than the USD equivalent to RMB 20 , 000 , 000 ( the "" Loan ""), in which the USD equivalent to RMB 14 , 613 , 000 shall be granted to Airland and the USD equivalent to RMB 5 , 387 , 000 shall be granted to Bizexpress ."	Borrower (person), Borrower (person), Airland (organization), Bizexpress (organization)
+312	( a ) The Borrower shall inform the Company in writing of account information on the date preceding the Funding Date .	Borrower (person)
+314	( b ) On the Funding Date , the Borrower shall issue a receipt to the Company evidencing that it has fully received the Loan .	Borrower (person)
+315	( c ) The Loan shall be granted to the Borrower in USD .	Borrower (person)
+316	The exchange rate between USD and RMB shall be the exchange rate published by the People ' s Bank of China on the date preceding the Funding Date .	Bank (organization), of (organization), China (organization)
+318	2 . 4 Repayment of the Loan The Borrower shall fully repay the Loan and the accrued interest according to the following arrangement on the First Repayment Date and / or the Second Repayment Date :	Borrower (person)
+320	( i ) The Borrower shall make the first repayment on the First Repayment Date ;	Borrower (person)
+322	If the Tranche B Cash Payment is equal to or more than the Loan ( including accrued interest ), the Borrower does not need to repay the Loan and the Loan shall be deemed as having been repaid in full ;	Borrower (person)
+324	"the difference between the Loan ( including accrued interest ) and Tranche B Cash Payment ("" Tranche B Repayment "") shall be repaid by the Borrower to the Company on the Second Repayment Date ."	Borrower (person)
+325	( b ) Second Repayment On the Second Repayment Date , the Borrower makes the second repayment , i . e .	Borrower (person)
+328	3 . 1 Security for the Loan To secure the Loan provided by the Company to the Borrower , the Borrower agrees to pledge all the Tranche A Shares to the Company on the Funding Date as a security for the Loan and upon request by the Company , to sign all documents and take all actions necessary or appropriate to effect such pledge .	Borrower (person), Borrower (person)
+330	Article 4 Representations and Warranties by the Company The Company represents and warrants to the Borrower that each of the following representations is true and accurate and not misleading in any material respect on the date of this Agreement and will be true and accurate and not misleading in any material respect as at the Funding Date :	Borrower (person)
+335	Article 5 Representations and Warranties by the Borrower The Borrower represents and warrants to the Company that each of the following representations is true and accurate and not misleading in any material respect on the date of this Agreement and will be true and accurate and not misleading in any material respect as at the Funding Date and the Repayment Date :	Borrower (person), Borrower (person)
+347	( a ) The Borrower shall bear any and all tax obligations arising from this Agreement and the Loan contemplated thereby in accordance with related laws and regulations ;	Borrower (person)
+348	( b ) If the Company is required to pay any tax by any law , regulation or government department due to this Agreement and the Loan contemplated thereby , such tax shall be borne by the Borrower .	Borrower (person)
+349	7 . 2 Expenses The Company and the Borrower shall pay their own legal and other costs and expenses in connection with the negotiation , preparation , execution and completion of this Agreement and other related documentation .	Borrower (person)
+351	Without the prior written consent of the Company , the Borrower shall not transfer any of its rights or obligations under this Agreement .	Borrower (person)
+355	: Sidney X . Huang Address : 3F , No . 8 Building , Zhongguancun Software Park , Beijing , China Fax : 86 ( 10 ) 8282 - 5058 If to Airland : Attn .	Sidney (person), X (person), . (person), Huang (person), 3F (location), Zhongguancun (location), Software (location), Park (location), Beijing (location), China (location), Airland (organization)
+356	: Zhang Jilun Address : Rm . 701 , 36 #, Lane 100 , Tianlin East Road , Shanghai Fax : 86 ( 10 ) 5424 - 8771 If to Bizexperss : Attn .	Zhang (person), Jilun (person), 36 (location), Lane (location), 100 (location), Tianlin (location), East (location), Road (location), Shanghai (location), Bizexperss (organization)
+357	: Shi Rongbin Address : Rm . 501 , 44 #, Lane 345 , Guidu Road , Shanghai Fax : 86 ( 10 ) 5424 - 8771 Article 10 Applicable Law and Dispute Resolution	Shi (person), Rongbin (person), 44 (location), Lane (location), 345 (location), Guidu (location), Road (location), Shanghai (location)
+358	10 . 1 Applicable Law This Agreement shall be governed by and construed by the laws of Hong Kong .	Hong (location), Kong (location)
+360	In case no resolution can be reached within thirty ( 30 ) days after a Party makes a request for resolution , such Party may refer such dispute to Hong Kong International Arbitration Center for arbitration in accordance with its arbitration rules then in effect .	Hong (organization), Kong (organization), International (organization), Arbitration (organization), Center (organization)
+364	Company Thinkplus Investments Limited By : / s / Chen Shuning Name : Chen Shuning Title : Chairman Borrower Airland International Limited By : / s / Zhang Jilun Name : Zhang Jilun Title : Director Bizexpress Limited By : / s / Shi Rongbin Name : Shi Rongbin Title : Director	Thinkplus (organization), Investments (organization), Limited (organization), Chen (person), Shuning (person), Chen (person), Shuning (person), Borrower (person), Airland (organization), International (organization), Limited (organization), Zhang (person), Jilun (person), Zhang (person), Jilun (person), Bizexpress (organization), Limited (organization), Shi (person), Rongbin (person), Shi (person), Rongbin (person)
+366	"THIS LOAN AGREEMENT , dated as of September 1 , 2003 , is entered into between PENINSULA PORTS AUTHORITY OF VIRGINIA , a body politic and corporate and a political subdivision of the Commonwealth of Virginia ( the "" Issuer ""), and DOMINION TERMINAL ASSOCIATES , a Virginia general partnership ( the "" Company "")."	PENINSULA (organization), PORTS (organization), AUTHORITY (organization), VIRGINIA (location), Commonwealth (location), of (location), Virginia (location), DOMINION (organization), TERMINAL (organization), ASSOCIATES (organization), Virginia (organization), general (organization), partnership (organization)
+367	"Chapter 46 of the Acts of Assembly of 1952 of the Commonwealth of Virginia , as amended and supplemented ( the "" Act ""), authorizes the Issuer to issue revenue bonds for any of its purposes and to issue bonds to refund such revenue bonds ."	Commonwealth (location), of (location), Virginia (location)
+368	"The Issuer proposes to issue its $ 43 , 160 , 000 Coal Terminal Revenue Refunding Bonds ( Dominion Terminal Associates Project - Brink ' s Issue ) Series 2003 ( the "" Bonds "") pursuant to the Indenture ( defined below ) in order to refund the Issuer ' s Coal Terminal Revenue Refunding Bonds ( Dominion Terminal Associates Project ) Series 1992 ( the "" 1992 Bonds ""), all on the terms and conditions set forth in this Loan Agreement ."	Dominion (organization), Terminal (organization), Associates (organization), Dominion (organization), Terminal (organization), Associates (organization)
+374	""" Indenture "" means the Indenture of Trust relating to the Bonds , dated as of the date of this Loan Agreement , between the Issuer and Wachovia Bank , National Association , as Trustee , as amended or supplemented from time to time in accordance with its terms ."	Wachovia (organization), Bank (organization), National (organization), Association (organization)
+381	( a ) The Issuer ( i ) is a body politic and corporate and a political subdivision of the Commonwealth , duly organized and existing under the laws of the Commonwealth , ( ii ) has full power and authority to enter into and to consummate the transactions contemplated by this Loan Agreement , the Fifth Supplemental Lease and the Indenture , ( iii ) to the best of its knowledge is not in default under any provisions of the laws of the Commonwealth , ( iv ) by proper corporate action has duly authorized the execution and delivery of this Loan Agreement , the Bonds , the Fifth Supplemental Lease and the Indenture , and ( v ) had and continues to have full legal right , power and authority to enter into and consummate the transactions contemplated by the Lease .	Commonwealth (location), Commonwealth (location), Commonwealth (location)
+387	( f ) The Issuer is not in default under any of the provisions of the laws of the Commonwealth which would affect its existence or its powers referred to in subsection ( a ) of this Section .	Commonwealth (location)
+398	( a ) The Company ( i ) is a general partnership duly organized under the laws of the Commonwealth , ( ii ) has full power to own its properties and conduct its business , ( iii ) has full power and authority to enter into and to consummate the transactions contemplated by this Loan Agreement , the Assignment and the Fifth Supplemental Lease , ( iv ) by proper action has duly authorized the execution and delivery of this Loan Agreement , the Assignment and the Fifth Supplemental Lease , and ( v ) had and continues to have full legal right , power and authority to enter into and to consummate the transactions contemplated by the Lease .	Commonwealth (location)
+432	The Company will pay directly to the Bank , in accordance with the reimbursement agreement pursuant to which such Letter of Credit was issued , amounts owed with respect to Reimbursement Obligations .	Bank (organization)
+433	( f ) The Company will receive a credit against the amounts payable to the Trustee under this Section for any amounts paid directly to the Trustee by Pittston Coal Terminal Corporation pursuant to the Assignment or by the Parent Company pursuant to the Parent Company Guaranty .	Pittston (organization), Coal (organization), Terminal (organization), Corporation (organization)
+437	( b ) The fees and expenses of the Trustee , any Paying Agent , the Remarketing Agent and all other fiduciaries and agents serving under the Indenture ( including any expenses in connection with any redemption of the Bonds ), and all fees and expenses , including attorneys ' fees , of the Trustee and any Paying Agent for any extraordinary services rendered by them under the Indenture .	Remarketing (organization), Agent (organization)
+438	All such fees and expenses are to be paid directly to the Trustee , Paying Agent , the Remarketing Agent or other fiduciary or agent for its own account as and when such fees and expenses become due and payable .	Paying (organization), Agent (organization), Remarketing (organization), Agent (organization)
+446	Pursuant to the Assignment , the Company will assign to the Issuer all of the Company ' s right , title and interest in and to the payments to be made by Pittston Coal Terminal Corporation with respect to the Bonds under Section 3 . 2 ( a )( ix ) of the Throughput Agreement .	Pittston (organization), Coal (organization), Terminal (organization), Corporation (organization)
+449	Until the principal of and interest on the Bonds have been fully paid or provision for their payment made in accordance with the Indenture , the Company ( i ) will not suspend or discontinue any payments provided for in Section 5 . 1 , ( ii ) will perform all its other agreements in this Loan Agreement , and ( iii ) will not terminate this Loan Agreement for any cause including any acts or circumstances that may constitute failure of consideration , destruction of or damage to the Project , commercial frustration of purpose , any change in the laws of the United States or of the Commonwealth or any political subdivision of either or any failure of the Issuer to perform any of its agreements , whether express or implied , or any duty , liability or obligation arising from or connected with this Loan Agreement .	United (location), States (location), Commonwealth (location)
+452	The Company will maintain its existence as a general partnership under the laws of the Commonwealth and will not merge or consolidate with , or sell or otherwise transfer to another legal entity all or substantially all of its assets as an entirety and / or dissolve unless ( i ) there is a surviving , resulting or transferee legal entity organized and existing under the laws of the United States , any state or the District of Columbia , which is solvent and ( if not the Company ) assumes in writing all the obligations of the Company under this Loan Agreement and ( ii ) the Company or the surviving or transferee entity is not immediately after such merger , consolidation or transfer in default in any material respect under this Loan Agreement ; provided , however , this will not be construed as prohibiting changes in the ownership interests of the Partners in the Company .	Commonwealth (location), United (location), States (location), Columbia (location)
+463	The Company covenants and agrees to notify the Trustee , the Issuer and , if a Letter of Credit is in effect , the Bank of the occurrence of any event of which the Company has notice which would require the Company to prepay the amounts due under this Loan Agreement because of a redemption resulting from a determination of taxability .	Bank (organization)
+473	The issuance of the Bonds will not directly or indirectly or contingently obligate the Issuer , the Commonwealth or any of its political subdivisions to levy or pledge any form of taxation whatever or to make any appropriation for their payment .	Commonwealth (location)
+511	After the issuance of the Bonds , this Loan Agreement may not be effectively amended or terminated without the written consent of the Trustee and , if a Letter of Credit is in effect , the Bank and in accordance with the provisions of the Indenture .	Bank (organization)
+516	This Loan Agreement will be governed by and construed in accordance with the laws of the Commonwealth .	Commonwealth (location)
+531	It is specifically understood and agreed that the liability of the Company is limited to the Company ' s interest in the obligations of Pittston Coal Terminal Corporation to make payments with respect to the Bonds under Section 3 . 2 ( a )( ix ) of the Throughput Agreement and is payable solely from those payments and collateral , if any , specifically pledged for such purpose .	Pittston (organization), Coal (organization), Terminal (organization), Corporation (organization)
+533	Section 10 . 12 Limited Nature of Company ' s Obligations ; Pittston Terminal ' s Liability for Obligations of the Company ; Certain Decisions Regarding the Bonds .	Pittston (organization), Terminal (organization)
+534	As provided in the Throughput Agreement and the Agreement Regarding 2003 Brink ' s Bonds , dated as of August 15 , 2003 , among the Company , the Partners and Pittston Terminal , all of the Company ' s obligations with respect to the Bonds are payable solely from payments received by the Company from Pittston Terminal pursuant to the Throughput Agreement and Pittston Terminal shall act as the agent of the Company for purposes of making certain Company decisions relating to the Bonds .	Pittston (organization), Terminal (organization), Pittston (organization), Terminal (organization), Pittston (organization), Terminal (organization)
+537	PENINSULA PORTS AUTHORITY OF VIRGINIA	PENINSULA (organization), PORTS (organization), AUTHORITY (organization), VIRGINIA (location)
+538	By : / s / Robert E . Yancey ----------------------------------------- Chairman	Robert (person), E (person), Yancey (person)
+539	DOMINION TERMINAL ASSOCIATES , a General Partnership	DOMINION (organization), TERMINAL (organization), ASSOCIATES (organization)
+540	By : / s / Charles E . Brinley ----------------------------------------- President	Charles (person), E (person), Brinley (person)
+545	The Dominion Terminal Associates coal facility is sized to have an annual throughput of approximately 20 million tons per year .	The (organization), Dominion (organization), Terminal (organization), Associates (organization)
+549	The land on which the facility is located is on the east bank of the James River in Newport News , Virginia .	east (location), bank (organization), of (location), the (location), James (location), River (location), in (location), Newport (location), News (location), Virginia (location)
+550	It is bordered on the northwest by the Pier IX coal terminal and on the southeast by the CSX Piers 14 and 15 properties which are now limited in use , the primary business of Piers 14 and 15 appearing to be the leasing of the piers .	northwest (location), Pier (location), IX (location), coal (location), terminal (location), southeast (location), CSX (location), Piers (location), 14 (location), and (location), 15 (location), Piers (location), 14 (location), and (location), 15 (location)
+552	Road access to the facility is from Harbor Road , which borders the south side of the terminal site .	Harbor (location), Road (location), south (location)
+555	The coal terminal facility is served by CSX Transportation , Inc . CSX brings loaded cars to the empty tracks .	CSX (organization), Transportation (organization), CSX (organization)
+582	The dredging provides access and berthing areas at the pier which extends towards shore from the Corps of Engineers ' pierhead line .	Corps (organization), of (organization), Engineers (organization)
+610	The systems of conveyors leading to and from yard storage are controlled from a central control room atop transfer tower TT2 or from other computer sites .	central (location), control (location), room (location), atop (location), transfer (location), tower (location), TT2 (location)
+624	Industrial and potable water is available at the coal terminal site .	coal (location), terminal (location), site (location)
+631	The sewage is then directed to the Newport News Treatment Plant .	Newport (location), News (location), Treatment (location), Plant (location)
+637	"LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT ( this "" Agreement "") dated as of January 29 , 2008 ( the "" Effective Date "") among SILICON VALLEY BANK , a California corporation and with a loan production office located at 535 Fifth Avenue , 27th Floor , New York , New York 10017 ( the "" Agent ""), and the Lenders listed on Schedule 1 . 1 and otherwise party hereto , including without limitation , SVB and GOLD HILL VENTURE LENDING 03 , L . P . ("" Gold Hill ""), and VRINGO , INC ., a Delaware corporation ("" Borrower ""), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders ."	SILICON (organization), VALLEY (organization), BANK (organization), California (location), 535 (location), Fifth (location), Avenue (location), 27th (location), Floor (location), New (location), York (location), New (location), York (location), GOLD (organization), HILL (organization), VENTURE (organization), LENDING (organization), Gold (organization), Hill (organization), VRINGO (organization), Delaware (organization), corporation (organization), Borrower (person), Borrower (person), Borrower (person)
+644	Borrower hereby unconditionally promises to pay Lenders the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement .	Borrower (person)
+647	"Subject to the terms and conditions of this Agreement , during the First Draw Period , Lenders agree , severally and not jointly , to make one ( 1 ) or more Term Loans ( each , a "" First Term Loan "") available to Borrower in an amount equal to Three Million Dollars ($ 3 , 000 , 000 ), according to each Lender ' s pro - rata share of the Term Loan based upon the respective Commitment Percentage of each Lender ."	Borrower (person), Lender (person), Lender (person)
+648	"During the Second Draw Period , Lenders agree , severally and not jointly , to make one ( 1 ) Term Loan ( the "" Second Term Loan "") available to Borrower in an amount equal to One Million Dollars ($ 1 , 000 , 000 ), according to each Lender ' s pro rata share of the Term Loan based upon the respective Commitment Percentage of each Lender ."	Borrower (person), Lender (person), Lender (person)
+649	"During the Third Draw Period , Lenders agree , severally and not jointly , to make one ( 1 ) Term Loan ( the "" Third Term Loan "") available to Borrower in an amount equal to One Million Dollars ($ 1 , 000 , 000 ), according to each Lender ' s pro rata share of the Term Loan based upon the respective Commitment Percentage of each Lender ."	Borrower (person), Lender (person), Lender (person)
+655	Commencing on the first Payment Date of the month following the month in which each Funding Date occurs ( or commencing on the Funding Date if the Funding Date is the first calendar day of the month ) and continuing thereafter until the applicable Amortization Date , Borrower shall make monthly payments of interest at the rate set forth in Section 2 . 2 ( a ).	Borrower (person)
+657	Commencing on the applicable Amortization Date for each Term Loan and continuing on the Payment Date of each month thereafter , for each Term Loan , Borrower shall make consecutive equal monthly payments of principal and interest , in advance , calculated by Agent based upon : ( 1 ) the amount of the Term Loan , ( 2 ) the effective rate of interest set forth in Section 2 . 2 ( a ), and ( 3 ) the applicable Amortization Schedule .	Borrower (person)
+662	On the Maturity Date ( or earlier as provided in Sections 2 . 1 . 1 ( e ) and 2 . 1 . 1 ( f ) below ) with respect to each Term Loan , Borrower shall pay , in addition to the outstanding principal , accrued and unpaid interest , and all other amounts due on such date with respect to such Term Loan , an amount equal to the Final Payment .	Borrower (person)
+664	If the Term Loans are accelerated following the occurrence of an Event of Default , Borrower shall immediately pay to Lenders an amount equal to the sum of : ( i ) all outstanding principal plus accrued and unpaid interest , ( ii ) the Final Payment , ( iii ) the Prepayment Fee , and ( iv ) all other sums , if any , that shall have become due and payable , including interest at the Default Rate with respect to any past due amounts .	Borrower (person)
+666	Borrower shall have the option to prepay all , but not less than all , of the Term Loan advanced by Lenders under this Agreement , provided Borrower ( i ) provides written notice to Agent of its election to prepay the Term Loan at least three ( 3 ) days prior to such prepayment , and ( ii ) pays , on the date of such prepayment ( A ) all outstanding principal plus accrued and unpaid interest , ( B ) the Final Payment , ( C ) the Prepayment Fee , and ( D ) all other sums , if any , that shall have become due and payable , including interest at the Default Rate with respect to any past due amounts .	Borrower (person), Borrower (person)
+676	Agent may debit any of Borrower ' s deposit accounts , including the Designated Deposit Account , for principal and interest payments or any other amounts Borrower owes Lenders hereunder when due .	Borrower (person), Borrower (person)
+683	Borrower shall pay to Agent : ( a ) Commitment Fee .	Borrower (person)
+689	If any new law or regulation increases Agent and / or Lenders ' costs or reduces its income for any loan , Borrower shall pay the increase in cost or reduction in income or additional ; provided , however , that Borrower shall not be liable for any amount attributable to any period before one hundred eighty ( 180 ) days prior to the date Agent notifies Borrower of such increased costs .	Borrower (person), Borrower (person), Borrower (person)
+692	Lenders ' obligation to make the initial Credit Extension is subject to the condition precedent that Agent shall have received , in form and substance satisfactory to Agent , such documents , and completion of such other matters , as Agent may reasonably deem necessary or appropriate , including , without limitation : ( a ) Duly executed original signatures to the Loan Documents to which it is a party ; ( b ) VCOC Letter Agreement ; ( c ) Right to Invest Letter ; ( d ) Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty ( 30 ) days prior to the Effective Date ; ( e ) Duly executed and completed Borrowing Resolutions for Borrower ; ( f ) Agent shall have received certified copies , dated as of a recent date , of financing statement searches , as Agent shall request , accompanied by written evidence ( including any UCC termination statements ) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or , in connection with the initial Credit Extension , will be terminated or released ; ( g ) Borrower shall have delivered evidence satisfactory to Agent that the insurance policies required by Section 6 . 5 hereof are in full force and effect , together with appropriate evidence showing loss payable and / or additional insured clauses or endorsements in favor of Lenders ; ( h ) Borrower shall have paid the fees and Lenders ' Expenses then due as specified in Section 2 . 3 hereof ; or ( i ) There has not been any material impairment in the general affairs , management , results of operation , financial condition or the prospect of repayment of the Obligations , nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent .	Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+695	Each Credit Extension is Borrower ' s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects ; provided , however , that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof ; and provided , further that those representations and warranties expressly referring to a specific date shall be true , accurate and complete in all material respects as of such date .	Borrower (person)
+697	Borrower agrees to deliver to Agent each item required to be delivered to Agent under this Agreement as a condition to any Credit Extension .	Borrower (person)
+698	Borrower expressly agrees that the extension of a Credit Extension prior to the receipt by Agent of any such item shall not constitute a waiver by Agent of Borrower ' s obligation to deliver such item , and any such extension in the absence of a required item shall be in Agent ' s sole discretion .	Borrower (person), Borrower (person)
+700	Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan set forth in this Agreement , to obtain a Term Loan , Borrower must notify Agent by facsimile or telephone by 12 : 00 p . m . Eastern time ten ( 10 ) Business Days prior to the date the Term Loan is to be made .	Borrower (person)
+701	If such notification is by telephone , Borrower must promptly confirm the notification by delivering to Agent a completed Payment / Advance Form in the form attached as Exhibit B ( the Payment / Advance Form ).	Borrower (person)
+702	On the Funding Date , each Lender shall credit and / or transfer ( as applicable ) to Borrower ' s deposit account , an amount equal to its Commitment Percentage multiplied by the amount of the Term Loan .	Lender (person), Borrower (person)
+703	Each Lender may make Term Loans under this Agreement based on instructions from a Responsible Officer or his or her designee .	Lender (person)
+704	Each Lender may rely on any telephone notice given by a person whom such Lender reasonably believes is a Responsible Officer or designee .	Lender (person), Lender (person)
+705	Borrower shall indemnify each Lender for any loss Lender suffers due to such reliance .	Borrower (person), Lender (person), Lender (person)
+708	Borrower hereby grants to Agent , for the ratable benefit of Lenders , and to each Lender , to secure the payment and performance in full of all of the Obligations , a continuing security interest in , and pledges to Agent , for the ratable benefit of Lenders , and to each Lender , the Collateral , wherever located , whether now owned or hereafter acquired or arising , and all proceeds and products thereof .	Borrower (person), Lender (person), Lender (person)
+709	Borrower represents , warrants , and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral ( subject only to Permitted Liens that may have superior priority to Agent and / or Lenders ' Lien under this Agreement ).	Borrower (person)
+710	If Borrower shall acquire a commercial tort claim , Borrower shall promptly notify Agent in a writing signed by Borrower of the general details thereof and grant to Agent , for the ratable benefit of Lenders , and to each Lender , in such writing a security interest therein and in the proceeds thereof , all upon the terms of this Agreement , with such writing to be in form and substance reasonably satisfactory to Agent .	Borrower (person), Borrower (person), Borrower (person), Lender (person)
+712	Upon payment in full in cash of the Obligations and at such time as Agent ' s and Lenders ' obligation to make Credit Extensions has terminated , Agent shall , at Borrower ' s sole cost and expense , release its Liens in the Collateral and deliver such documents and make such filings as Borrower shall reasonably request .	Borrower (person), Borrower (person)
+714	Borrower hereby authorizes Agent to file financing statements , without notice to Borrower , with all appropriate jurisdictions to perfect or protect Agent ' s and Lenders ' interest or rights hereunder , including a notice that any disposition of the Collateral , by either Borrower or any other Person , shall be deemed to violate the rights of Lenders under the Code .	Borrower (person), Borrower (person), Borrower (person)
+715	5 REPRESENTATIONS AND WARRANTIES Borrower represents and warrants as follows : 5 . 1 Due Organization and Authorization .	Borrower (person)
+716	Borrower and each of its Subsidiaries , if any , are duly existing and in good standing , as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower ' s business or operations .	Borrower (person), Borrower (person)
+717	"In connection with this Agreement , Borrower has delivered to Agent and Lenders a completed perfection certificate signed by Borrower ( the "" Perfection Certificate "")."	Borrower (person), Borrower (person)
+718	Borrower represents and warrants to Agent and each Lender that ( a ) Borrower ' s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof ; ( b ) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate ; ( c ) the Perfection Certificate accurately sets forth Borrower ' s organizational identification number or accurately states that Borrower has none ; ( d ) the Perfection Certificate accurately sets forth Borrower ' s place of business , or , if more than one , its chief executive office as well as Borrower ' s mailing address ( if different than its chief executive office ) ( or as Borrower has given Agent notice pursuant to Section 7 . 2 ); ( e ) except as disclosed on the Perfection Certificate , Borrower ( and each of its predecessors ) has not , in the past five ( 5 ) years , changed its jurisdiction of formation , organizational structure or type , or any organizational number assigned by its jurisdiction ; and ( f ) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete .	Borrower (person), Lender (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+719	If Borrower is not now a Registered Organization but later becomes one , Borrower shall promptly notify Agent of such occurrence and provide Agent with Borrower ' s organizational identification number .	Borrower (person), Borrower (person), Borrower (person)
+720	- 4 - The execution , delivery and performance of the Loan Documents have been duly authorized , and do not conflict with Borrower ' s organizational documents , nor constitute an event of default under any material agreement by which Borrower is bound .	Borrower (person), Borrower (person)
+721	Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower ' s business .	Borrower (person), Borrower (person)
+723	Borrower has good title to , has rights in , and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder , free and clear of any and all Liens except Permitted Liens .	Borrower (person)
+724	Borrower has no deposit accounts other than the deposit accounts with Agent , the deposit accounts , if any , described in the Perfection Certificate delivered to Agent and Lenders in connection herewith , or of which Borrower has given Agent notice and taken such actions as are necessary to give Agent and Lenders a perfected security interest therein .	Borrower (person), Borrower (person)
+725	The Collateral is not in the possession of any third party bailee ( such as a warehouse ), except as otherwise provided in the Perfection Certificate or as Borrower has given Agent notice pursuant to Section 7 . 2 .	Borrower (person)
+726	None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Agent notice pursuant to Section 7 . 2 .	Borrower (person)
+727	In the event that Borrower , after the date hereof , intends to store or otherwise deliver any portion ( in excess of Fifty Thousand Dollars ($ 50 , 000 . 00 ) in the aggregate ) of the Collateral to a bailee , then Borrower will first receive the written consent of Agent and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Agent in its reasonable discretion All Inventory is in all material respects of good and marketable quality , free from material defects .	Borrower (person), Borrower (person)
+728	Except as noted on the Perfection Certificate , Borrower is not a party to , nor is bound by , any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower ' s interest in such license or agreement or any other property .	Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+729	Borrower shall provide written notice to Agent within thirty ( 30 ) days after entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower ' s business or financial condition ( other than over - the - counter software that is commercially available to the public ).	Borrower (person), Borrower (person)
+730	"Borrower shall take such steps as Agent requests to obtain the consent of , or waiver by , any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "" Collateral "" and for Agent and Lenders to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement ( such consent or authorization may include a licensor ' s agreement to a contingent assignment of the license to Agent if Agent determines that is necessary in its good faith judgment ), whether now existing or entered into in the future ."	Borrower (person)
+732	Except as disclosed on the Perfection Certificate or as Borrower has given notice pursuant to Section 6 . 2 ( a ), there are no actions or proceedings pending or , to the knowledge of the Responsible Officers , threatened in writing by or against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages payable by Borrower or any of its Subsidiaries in an amount involving more than Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ).	Borrower (person), Borrower (person), Borrower (person)
+734	All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Agent fairly present in all material respects Borrower ' s consolidated financial condition and Borrower ' s consolidated results of operations as of the dates and for the periods presented .	Borrower (person), Borrower (person), Borrower (person)
+735	As of the date of this Agreement , there has not been any material deterioration in Borrower ' s consolidated financial condition since the date of the most recent financial statements submitted to Agent .	Borrower (person)
+737	The fair salable value of Borrower ' s assets ( including goodwill minus disposition costs ) exceeds the fair value of its liabilities ; Borrower is not left with unreasonably small capital after the transactions in this Agreement ; and Borrower is able to pay its debts ( including trade debts ) as they mature .	Borrower (person), Borrower (person), Borrower (person)
+739	"Borrower is not an "" investment company "" or a company "" controlled "" by an "" investment company "" under the Investment Company Act of 1940 ."	Borrower (person)
+740	Borrower is not engaged as one of its important activities in extending credit for margin stock ( under Regulations T and U of the Federal Reserve Board of Governors ).	Borrower (person), Federal (organization), Reserve (organization), Board (organization), of (organization), Governors (organization)
+741	Borrower has complied in all material respects with the Federal Fair Labor Standards Act .	Borrower (person)
+742	Borrower has not violated any laws , ordinances or rules , the violation of which could reasonably be expected to have a material adverse effect on its business .	Borrower (person)
+743	None of Borrower ' s or any of its Subsidiaries ' properties or assets has been used by Borrower or any Subsidiary or , to Borrower ' s knowledge , by previous Persons , in disposing , producing , storing , treating , or transporting any hazardous substance other than in material compliance with all laws .	Borrower (person), Borrower (person), Borrower (person)
+744	Borrower and each of its Subsidiaries have obtained all consents , approvals and authorizations of , made all declarations or filings with , and given all notices to , all government authorities that are necessary to continue its business as currently conducted .	Borrower (person)
+746	Borrower does not own any stock , partnership interest or other equity securities except for Permitted Investments .	Borrower (person)
+748	"Borrower has timely filed all required tax returns and reports , and Borrower and its Subsidiaries have timely paid all foreign , federal , state and local taxes , assessments , deposits and contributions owed by Borrower , provided that Borrower may defer payment of any contested taxes , so long as Borrower ( a ) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted , and ( b ) with respect to contested amounts in excess of Two Hundred Fifty Thousand Dollars ($ 250 , 000 ), ( i ) notifies Agent in writing of the commencement of , and any material development in , the proceedings , and ( ii ) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a "" Permitted Lien ""."	Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+749	Except as set forth on the Perfection Certificate , Borrower is unaware of any claims or adjustments proposed for any of Borrower ' s prior tax years which could result in additional taxes becoming due and payable by Borrower .	Borrower (person), Borrower (person), Borrower (person)
+750	Borrower has paid all amounts necessary to fund all present pension , profit sharing and deferred compensation plans in accordance with their terms , and Borrower has not withdrawn from participation in , and has not permitted partial or complete termination of , or permitted the occurrence of any other event with respect to , any such plan which could reasonably be expected to result in any liability of Borrower , including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency .	Borrower (person), Borrower (person), Borrower (person), Pension (organization), Benefit (organization), Guaranty (organization), Corporation (organization)
+752	Borrower shall use the proceeds of the Credit Extensions solely to fund its general business requirements and not for personal , family , household or agricultural purposes .	Borrower (person)
+754	No written representation , warranty or other statement of Borrower in any certificate or written statement given to Agent or any Lender , as of the date such representation , warranty , or other statement was made , taken together with all such written certificates and written statements given to Agent or any Lender , contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading ( it being recognized by Agent that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results ).	Borrower (person), Lender (person), Lender (person), Borrower (person)
+756	Borrower represents and warrants that IL Subsidiary , a wholly - owned subsidiary of Borrower , throughout the term of this Agreement will continue to own no assets , except for office furniture and furnishings , including computers , servers , laptops and similar office equipment .	Borrower (person), Borrower (person)
+757	In the event that the IL Subsidiary owns any other assets , except as set forth herein , then Borrower shall notify Lenders and at Lenders ' option , the IL Subsidiary will become a co - Borrower to this Agreement and shall grant a first priority security interest in all assets ( except for intellectual property ) to the Agent , for the ratable benefit of the Lenders .	Borrower (person), Borrower (person)
+758	6 AFFIRMATIVE COVENANTS Borrower shall do all of the following : 6 . 1 Government Compliance .	Borrower (person)
+759	Maintain its and all its Subsidiaries ' legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower ' s business or operations .	Borrower (person)
+760	Borrower shall comply , and have each Subsidiary comply , with all laws , ordinances and regulations to which it is subject , the noncompliance with which could reasonably be expected to have a material adverse effect on Borrower ' s business .	Borrower (person), Borrower (person)
+762	( a ) Deliver to Agent : ( i ) as soon as available , but no later than thirty ( 30 ) days after the last day of each quarter , a company prepared consolidated balance sheet and income statement covering Borrower ' s	Borrower (person)
+763	- 6 - consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Agent ; ( ii ) as soon as available , but no later than one hundred eighty ( 180 ) days after the last day of Borrower ' s fiscal year , audited consolidated financial statements prepared under GAAP , consistently applied , together with an unqualified opinion ( except for going concern qualifications common for emerging companies ) on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion ; ( iii ) within five ( 5 ) days of delivery , copies of all statements , reports and notices made available to Borrower ' s security holders generally or to holders of Subordinated Debt ; ( iv ) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934 , as amended , within five ( 5 ) days of filing , all reports on Form 10 - K , 10 - Q and 8 - K filed with the Securities and Exchange Commission or a link thereto on Borrower ' s or another website on the Internet ; ( v ) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ) or more ; ( vi ) as soon as available , but no later than thirty ( 30 ) days prior to Borrower ' s fiscal year end , Board approved annual budget and financial projections commensurate with those provided to Borrower ' s capital investors ; and ( viii ) budgets , sales projections , operating plans and other financial information reasonably requested by Agent .	Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+764	"( b ) Within thirty ( 30 ) days after the last day of each month , deliver to Agent "" Flash Reports "", which shall include : ( i ) a summary of cash balances , ( ii ) aged listings of accounts receivable and accounts payable ( by invoice date ), and ( iii ) a summary of revenue and net income received by Borrower which shall be certified by a Responsible Officer and in a form acceptable to Agent ."	Borrower (person)
+767	Returns and allowances between Borrower and its Account Debtors shall follow Borrower ' s customary practices as they exist at the Effective Date .	Borrower (person), Borrower (person)
+768	Borrower must promptly notify Agent of all returns , recoveries , disputes and claims that involve more than Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ).	Borrower (person)
+770	Make , and cause each of its Subsidiaries to make , timely payment of all foreign , federal , state , and local taxes or assessments ( other than taxes and assessments which Borrower is contesting pursuant to the terms of Section 5 . 8 hereof ) and shall deliver to Agent , on demand , appropriate certificates attesting to such payments , and pay all amounts necessary to fund all present pension , profit sharing and deferred compensation plans in accordance with their terms .	Borrower (person)
+772	Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower ' s industry and location and as Agent may reasonably request .	Borrower (person)
+774	All property policies shall have a lender ' s loss payable endorsement showing each Lender as lender loss payee and waive subrogation against Lenders , and all liability policies shall show , or have endorsements showing , each Lender as an additional insured .	lender (person), Lender (person), lender (person), Lender (person)
+776	At Agent ' s request , Borrower shall deliver insurance certificates and evidence of all premium payments .	Borrower (person)
+778	Notwithstanding the foregoing , ( a ) so long as no Event of Default has occurred and is continuing , Borrower shall have the option of applying the proceeds of any casualty policy up to Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ), in the aggregate , toward the replacement or repair of destroyed or damaged property ; provided that any such replacement or repaired property ( i ) shall be of equal or like value as the replaced or repaired Collateral and ( ii ) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest , subject to Permitted Liens , and ( b ) after the occurrence and during the continuance of an Event of Default , all proceeds payable under such casualty policy shall , at the option of Agent , be payable to Agent , for the ratable benefit of Lenders , on account of the Obligations .	Borrower (person)
+779	If Borrower fails to obtain insurance as required under this Section 6 . 5 or to pay any amount or furnish any required proof of payment to third persons and Agent , Agent may make all or part of such payment or obtain such insurance policies required in this Section 6 . 5 , and take any action under the policies Agent deems prudent .	Borrower (person)
+782	- 7 - ( b ) Provide Agent five ( 5 ) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Agent or its Affiliates .	bank (organization)
+783	In addition , for each Collateral Account that Borrower at any time maintains , Borrower shall cause the applicable bank or financial institution ( other than Agent ) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent ' s and Lenders ' Lien in such Collateral Account in accordance with the terms hereunder , which Control Agreement may not be terminated until this Agreement is terminated and all Obligations have been satisfied ( other than inchoate indemnity obligations ) without the prior written consent of Agent .	Borrower (person), Borrower (person), bank (organization)
+784	The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll , payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower ' s employees and identified to Agent by Borrower as such .	Borrower (person), Borrower (person)
+786	Borrower shall use commercially reasonable efforts to protect , defend and maintain the validity and enforceability of its material intellectual property , except where Borrower in the exercise of its business judgment deems it in its best interest not to do so .	Borrower (person), Borrower (person)
+788	From the date hereof and continuing through the termination of this Agreement , make available to Agent , without expense to Agent , Borrower and its officers , employees and agents and Borrower ' s books and records , to the extent that Agent may deem them reasonably necessary to prosecute or defend any third - party suit or proceeding instituted by or against Agent and / or any Lender with respect to any Collateral or relating to Borrower .	Borrower (person), Borrower (person), Lender (person), Borrower (person)
+791	7 NEGATIVE COVENANTS Borrower shall not do any of the following without Agent ' s prior written consent : 7 . 1 Dispositions .	Borrower (person)
+792	"Convey , sell , lease , transfer or otherwise dispose of ( collectively , "" Transfer ""), or permit any of its Subsidiaries to Transfer , all or any part of its business or property , except for Transfers ( a ) of Inventory in the ordinary course of business ; ( b ) of worn - out , or obsolete Equipment ; ( c ) in connection with Permitted Liens and Permitted Investments ; ( d ) of non - exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business ; and ( e ) other Transfers having an aggregate book value not in excess of Fifty Thousand Dollars ($ 50 , 000 ) in the aggregate in any fiscal year ."	Borrower (person)
+794	( a ) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary , as applicable , or reasonably related thereto ; ( b ) liquidate or dissolve ; or ( c ) ( i ) have a change in management such that the Key Person resigns , is terminated , or is no longer actively involved in the management of the Borrower in his / her current position and a replacement reasonably satisfactory to Borrower ' s Board for such Key Person is not made within ninety ( 90 ) days after departure from Borrower ; or ( ii ) enter into any transaction or series of related transactions in which the stockholders of Borrower immediately prior to the first such transaction own less than 60 % of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions ( other than by the sale of Borrower ' s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Agent the venture capital investors prior to the closing of the transaction ).	Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+795	Borrower shall not , without at least thirty ( 30 ) days prior written notice to Agent : ( 1 ) add any new offices or business locations , including warehouses ( unless such new offices or business locations contain less than Fifty Thousand Dollars ($ 50 , 000 . 00 ) in Borrower ' s assets or property ), ( 2 ) change its jurisdiction of organization , ( 3 ) change its organizational type , ( 4 ) change its legal name , ( 5 ) change any organizational number ( if any ) assigned by its jurisdiction of organization .	Borrower (person), Borrower (person)
+797	Merge or consolidate , or permit any of its Subsidiaries to merge or consolidate , with any other Person , or acquire , or permit any of its Subsidiaries to acquire , all or substantially all of the capital stock or property of another Person , provided that a Subsidiary may merge or consolidate into another Subsidiary or into Borrower .	Borrower (person)
+801	"Create , incur , or allow any Lien on any of its property , or assign or convey any right to receive income , including the sale of any Accounts , or permit any of its Subsidiaries to do so , except for Permitted Liens , or permit any Collateral not to be subject to the first priority security interest granted herein ( except for validly perfected purchase money security interests ), or enter into any agreement , document , instrument or other arrangement ( except with or in favor of Lenders ) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning , mortgaging , pledging , granting a security interest in or upon , or encumbering any of Borrower ' s or any Subsidiary ' s intellectual property , except as is otherwise permitted in Section 7 . 1 hereof and the definition of "" Permitted Liens "" herein ."	Borrower (person), Borrower (person)
+805	( a ) Directly or indirectly make any Investment other than Permitted Investments , or permit any of its Subsidiaries to do so ; or ( b ) pay any dividends or make any distribution or payment or redeem , retire or purchase any capital stock , provided that ( i ) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof and make payments in cash for any fractional share upon such conversion or in connection with the exercise or conversion of warrants or other securities in an amount not to exceed $ 25 , 000 in the aggregate , ( ii ) Borrower may pay dividends solely in common stock ; and ( iii ) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase , provided such repurchase does not exceed in the aggregate of $ 100 , 000 per fiscal year .	Borrower (person), Borrower (person), Borrower (person)
+807	Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower , except for transactions that are in the ordinary course of Borrower ' s business , upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm ' s length transaction with a non - affiliated Person .	Borrower (person), Borrower (person), Borrower (person)
+811	"Become an "" investment company "" or a company controlled by an "" investment company "", under the Investment Company Act of 1940 or undertake as one of its important activities extending credit to purchase or carry margin stock ( as defined in Regulation U of the Board of Governors of the Federal Reserve System ), or use the proceeds of any Credit Extension for that purpose ; fail to meet the minimum funding requirements of ERISA , permit a Reportable Event or Prohibited Transaction , as defined in ERISA , to occur ; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation , if the violation could reasonably be expected to have a material adverse effect on Borrower ' s business , or permit any of its Subsidiaries to do so ; withdraw or permit any Subsidiary to withdraw from participation in , permit partial or complete termination of , or permit the occurrence of any other event with respect to , any present pension , profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower , including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency ."	Board (organization), of (organization), Governors (organization), of (organization), the (organization), Federal (organization), Reserve (organization), System (organization), ERISA (organization), ERISA (organization), Borrower (person), Borrower (person), Pension (organization), Benefit (organization), Guaranty (organization), Corporation (organization)
+813	Borrower fails to make any payment of principal or interest on any Credit Extension or pay any other Obligations within three ( 3 ) Business Days after such Obligations are due and payable ( which three ( 3 ) Business Day grace period will not apply to payments due on the Maturity Date ).	Borrower (person)
+815	( a ) Borrower fails or neglects to perform any obligation in Sections 6 . 2 , 6 . 6 , or violates any covenant in Section 7 ; or	Borrower (person)
+816	- 9 - ( b ) Borrower fails or neglects to perform , keep , or observe any other term , provision , condition , covenant or agreement contained in this Agreement , any Loan Documents , and as to any default ( other than those specified in this Section 8 ) under such other term , provision , condition , covenant or agreement that can be cured , has failed to cure the default within ten ( 10 ) days after the occurrence thereof ; provided , however , that if the default cannot by its nature be cured within the ten ( 10 ) day period or cannot after diligent attempts by Borrower be cured within such ten ( 10 ) day period , and such default is likely to be cured within a reasonable time , then Borrower shall have an additional period ( which shall not without Agent ' s written consent exceed thirty ( 30 ) days ) to attempt to cure such default , and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default ( but no Credit Extensions shall be made during such cure period ).	Borrower (person), Borrower (person), Borrower (person)
+818	( a ) Any material portion of Borrower ' s assets is attached , seized , levied on , or comes into possession of a trustee or receiver and the attachment , seizure or levy is not removed in ten ( 10 ) days ; ( b ) the service of process seeking to attach , by trustee or similar process , any funds of Borrower , or of any entity under control of Borrower ( including a Subsidiary ), on deposit with Agent or Agent ' s Affiliate ; ( c ) Borrower is enjoined , restrained , or prevented by court order from conducting a material part of its business ; ( d ) a judgment or other claim in excess of Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ) becomes a Lien on any of Borrower ' s assets ; or ( e ) a notice of lien , levy , or assessment is filed against any of Borrower ' s assets by any government agency and not paid within ten ( 10 ) days after Borrower receives notice .	Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+819	These are not Events of Default if stayed or if a bond is posted pending contest by Borrower ( but no Credit Extensions shall be made during the cure period ); 8 . 5 Insolvency ( a ) Borrower is unable to pay its debts ( including trade debts ) as they become due or ( b ) the fair salable value of Borrower ' s assets ( including goodwill minus disposition costs ) exceeds the fair value of its liabilities ; ( c ) Borrower begins an Insolvency Proceeding ; or ( d ) an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within thirty ( 30 ) days ( but no Credit Extensions shall be made while of any of the conditions described in clause ( a ) exist and / or until any Insolvency Proceeding is dismissed ); 8 . 6 Other Agreements .	Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+820	There is a default in any agreement to which Borrower or any Guarantor is a party with a third party or parties resulting in a right by such third party or parties , whether or not exercised , to accelerate the maturity of any Indebtedness in an amount in excess of Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ); 8 . 7 Judgments .	Borrower (person)
+821	A judgment or judgments for the payment of money in an amount , individually or in the aggregate , of at least Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ) ( not covered by independent third - party insurance ) shall be rendered against Borrower and shall remain unsatisfied or unstayed for a period of thirty ( 30 ) days after the entry thereof ( provided that no Credit Extensions will be made prior to the satisfaction or stay of such judgment ); 8 . 8 Misrepresentations .	Borrower (person)
+822	Borrower or any Person acting for Borrower makes any representation , warranty , or other statement now or later in this Agreement , any Loan Document or in any writing delivered to Agent and / or Lenders or to induce Agent and / or Lenders to enter this Agreement or any Loan Document , and such representation , warranty , or other statement is incorrect in any material respect when made ; or 8 . 9 Subordinated Debt .	Borrower (person), Borrower (person)
+823	A default or breach occurs under any agreement between Borrower and any creditor of Borrower that signed a subordination , intercreditor , or other similar agreement with Agent and / or Lenders , or any creditor that has signed such an agreement with Agent and / or Lenders breaches any terms of such agreement .	Borrower (person), Borrower (person)
+825	While an Event of Default occurs and continues Agent may , without notice or demand , do any or all of the following : ( a ) declare all Obligations immediately due and payable ( but if an Event of Default described in Section 8 . 5 occurs all Obligations are immediately due and payable without any action by Agent and / or Lenders ); ( b ) stop advancing money or extending credit for Borrower ' s benefit under this Agreement or under any other agreement between Borrower and Agent and / or Lenders ;	Borrower (person), Borrower (person)
+826	- 10 - ( c ) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Agent considers advisable , notify any Person owing Borrower money of Agent ' s and Lenders ' security interest in such funds , and verify the amount of such account ; ( d ) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and / or its security interest in the Collateral .	Borrower (person)
+827	Borrower shall assemble the Collateral if Agent requests and make it available as Agent designates .	Borrower (person)
+829	Borrower grants Agent for the benefit of Lenders a license to enter and occupy any of its premises , without charge , to exercise any of Agent ' s rights or remedies ; ( e ) apply to the Obligations then due and payable any ( i ) balances and deposits of Borrower it holds , or ( ii ) any amount held by Agent or Lenders owing to or for the credit or the account of Borrower ; ( f ) ship , reclaim , recover , store , finish , maintain , repair , prepare for sale , advertise for sale , and sell the Collateral .	Borrower (person), Borrower (person), Borrower (person)
+830	"Agent is hereby granted a non - exclusive , royalty - free license or other right to use , without charge , Borrower ' s labels , patents , copyrights , mask works , rights of use of any name , trade secrets , trade names , trademarks , service marks , and advertising matter , or any similar property as it pertains to the Collateral , in completing production of , advertising for sale , and selling any Collateral and , in connection with Agent ' s exercise of its rights under this Section , Borrower ' s rights under all licenses and all franchise agreements inure to Agent for the benefit of Lenders ; ( g ) place a "" hold "" on any account maintained with Agent or Lenders and / or deliver a notice of exclusive control , any entitlement order , or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral ; ( h ) demand and receive possession of Borrower ' s Books ; and ( i ) exercise all rights and remedies available to Agent and / or Lenders under the Loan Documents or at law or equity , including all remedies provided under the Code ( including disposal of the Collateral pursuant to the terms thereof )."	Borrower (person), Borrower (person), Borrower (person)
+832	Borrower hereby irrevocably appoints Agent as its lawful attorney - in - fact , exercisable upon the occurrence and during the continuance of an Event of Default , to : ( a ) endorse Borrower ' s name on any checks or other forms of payment or security ; ( b ) sign Borrower ' s name on any invoice or bill of lading for any Account or drafts against Account Debtors ; ( c ) settle and adjust disputes and claims about the Accounts directly with Account Debtors , for amounts and on terms Agent determines reasonable ; ( d ) make , settle , and adjust all claims under Borrower ' s insurance policies ; ( e ) pay , contest or settle any Lien , charge , encumbrance , security interest , and adverse claim in or to the Collateral , or any judgment based thereon , or otherwise take any action to terminate or discharge the same ; and ( f ) transfer the Collateral into the name of Agent for the benefit of Lenders or a third party as the Code permits .	Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+833	Borrower hereby appoints Agent as its lawful attorney - in - fact to sign Borrower ' s name on any documents necessary to perfect or continue the perfection of Agent ' s and Lenders ' security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Agent and Lenders are under no further obligation to make Credit Extensions hereunder .	Borrower (person), Borrower (person)
+834	Agent ' s foregoing appointment as Borrower ' s attorney in fact , and all of Agent ' s rights and powers , coupled with an interest , are irrevocable until all Obligations have been fully repaid and performed and Agent ' s and Lenders ' obligation to provide Credit Extensions terminates .	Borrower (person)
+836	During the existence of an Event of Default has occurred and is continuing , Agent may notify any Person owing Borrower money of Agent ' s and Lenders ' security interest in such funds and verify the amount of such account .	Borrower (person)
+837	After the occurrence and during the continuance of an Event of Default , any amounts received by Borrower shall be held in trust by Borrower for Agent and Lenders , and , if requested by Agent , Borrower shall immediately deliver such receipts to Agent for the benefit of Lenders in the form received from the Account Debtor , with proper endorsements for deposit .	Borrower (person), Borrower (person), Borrower (person)
+839	If Borrower fails to obtain the insurance called for by Section 6 . 5 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document , Agent may obtain such insurance or make such payment , and all amounts so paid by Agent are Lenders ' Expenses and immediately due and payable , bearing interest at the then highest	Borrower (person), Borrower (person)
+841	Agent will make reasonable efforts to provide Borrower with notice of Agent obtaining such insurance at the time it is obtained or within a reasonable time thereafter .	Borrower (person)
+842	No payments by Agent are deemed an agreement to make similar payments in the future or Agent ' s or any Lender ' s waiver of any Event of Default .	Lender (person)
+844	If an Event of Default has occurred and is continuing , Agent and Lenders may apply any funds in their possession , whether from Borrower account balances , payments , proceeds realized as the result of any collection of Accounts or other disposition of the Collateral , or otherwise , to the Obligations in such order as Agent shall determine in its sole discretion .	Borrower (person)
+845	Any surplus shall be paid to Borrower or other Persons legally entitled thereto ; Borrower shall remain liable to Agent and Lenders for any deficiency .	Borrower (person), Borrower (person)
+846	If Agent and / or Lenders , in their good faith business judgment , directly or indirectly enter into a deferred payment or other credit transaction with any purchaser at any sale of Collateral , Agent and each Lender shall have the option , exercisable at any time , of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Agent of cash therefor .	Lender (person)
+849	Borrower bears all risk of loss , damage or destruction of the Collateral .	Borrower (person)
+851	Agent ' s and / or any Lender ' s failure , at any time or times , to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive , affect , or diminish any right of Agent and / or Lenders thereafter to demand strict performance and compliance herewith or therewith .	Lender (person), Borrower (person)
+852	No waiver hereunder shall be effective unless signed by Agent and each Lender and then is only effective for the specific instance and purpose for which it is given .	Lender (person)
+858	Borrower waives demand , notice of default or dishonor , notice of payment and nonpayment , notice of any default , nonpayment at maturity , release , compromise , settlement , extension , or renewal of accounts , documents , instruments , chattel paper , and guarantees held by Agent on which Borrower is liable .	Borrower (person), Borrower (person)
+860	Either Lender , Agent , or Borrower may change its address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10 .	Lender (person), Borrower (person)
+861	If to Borrower :	Borrower (person)
+862	Vringo , Inc .	Vringo (organization)
+863	BIG Center , Bet Shemesh	BIG (organization), Center (organization), Bet (location), Shemesh (location)
+864	1 Yigal Allon Blvd	1 (location), Yigal (location), Allon (location), Blvd (location)
+865	Bet Shemesh 00062 Israel	Bet (location), Shemesh (location), 00062 (location), Israel (location)
+866	Attn : David Corre	David (person), Corre (person)
+868	Email : david . corre @ vringo . com	david (person), corre (person), vringo (organization)
+870	Silicon Valley Bank	Silicon (organization), Valley (organization), Bank (organization)
+871	535 Fifth Avenue , 27th Floor ,	535 (location), Fifth (location), Avenue (location), 27th (location), Floor (location)
+872	New York , New York 10017	New (location), York (location), New (location), York (location), 10017 (location)
+873	Attn : Mr . Michael Moretti	Michael (person), Moretti (person)
+875	Email : MMoretti @ svb . com	MMoretti (person), svb (organization)
+877	Riemer & Braunstein LLP	Riemer (organization), Braunstein (organization), LLP (organization)
+878	Three Center Plaza Boston , Massachusetts 02108	Three (location), Center (location), Plaza (location), Boston (location), Massachusetts (location), 02108 (location)
+879	Attn : David A . Ephraim , Esquire	David (person), A (person), Ephraim (person), Esquire (location)
+881	Email : DEphraim @ riemerlaw . com	DEphraim (person), riemerlaw (organization)
+882	If to Gold Hill :	Gold (location), Hill (location)
+883	Gold Hill Venture Lending 03 , L . P .	Gold (location), Hill (location), Venture (location), Lending (location), 03 (location)
+884	Two Newton Executive Park , Suite 203	Newton (location), Executive (location), Park (location), Suite (location), 203 (location)
+885	2227 Washington Street	2227 (location), Washington (location), Street (location)
+886	Newton , Massachusetts 02462	Newton (location), Massachusetts (location), 02462 (location)
+887	Attn : Mr . David Fischer	David (person), Fischer (person)
+889	Email : DFischer @ goldhillcapital . com	DFischer (person), goldhillcapital (location)
+890	- 13 - 11 CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER Massachusetts law governs the Loan Documents without regard to principles of conflicts of law .	Massachusetts (location)
+891	Borrower , Lenders and Agent each submit to the exclusive jurisdiction of the State and Federal courts in Massachusetts ; provided , however , that if for any reason Agent and / or Lenders cannot avail themselves of such courts in the Commonwealth of Massachusetts , Borrower accepts jurisdiction of the courts and venue in Santa Clara County , California .	Borrower (person), Massachusetts (location), Commonwealth (location), of (location), Massachusetts (location), Borrower (person), Santa (location), Clara (location), County (location), California (location)
+892	NOTWITHSTANDING THE FOREGOING , AGENT SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH AGENT DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE AGENT ' S OR LENDERS ' RIGHTS AGAINST BORROWER OR ITS PROPERTY .	BORROWER (person), BORROWER (person)
+893	TO THE EXTENT PERMITTED BY APPLICABLE LAW , BORROWER , LENDERS AND AGENT EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT , THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION , INCLUDING CONTRACT , TORT , BREACH OF DUTY AND ALL OTHER CLAIMS .	BORROWER (person)
+898	Borrower may not assign this Agreement or any rights or obligations under it without Agent ' s prior written consent ( which may be granted or withheld in Agent ' s discretion ).	Borrower (person)
+899	Lenders and Agent have the right , without the consent of or notice to Borrower , to sell , transfer , assign , negotiate , or grant participation in all or any part of , or any interest in , Agent ' s and / Lenders ' obligations , rights , and benefits under this Agreement and the other Loan Documents .	Borrower (person)
+901	"Borrower agrees to indemnify , defend and hold Agent and Lenders and their respective directors , officers , employees , agents , attorneys , or any other Person affiliated with or representing Agent or any Lender ( each , an "" Indemnified Person "") harmless against : ( a ) all obligations , demands , claims , and liabilities ( collectively , "" Claims "") asserted by any other party in connection with the transactions contemplated by the Loan Documents ; and ( b ) all losses or Lenders ' Expenses incurred , or paid by Lenders and / or Agent from , following , or arising from transactions between Lenders and Borrower ( including reasonable attorneys ' fees and expenses ), except for Claims and / or losses directly caused by an Indemnified Person ' s gross negligence or willful misconduct ."	Borrower (person), Lender (person), Borrower (person)
+907	All amendments to this Agreement must be in writing signed by Agent , Lenders and Borrower .	Borrower (person)
+914	The obligation of Borrower in Section 12 . 2 to indemnify each Lender and Agent shall survive until the statute of limitations with respect to such claim or cause of action shall have run .	Borrower (person), Lender (person)
+916	In handling any confidential information of Borrower , Agent and Lenders shall exercise the same degree of care that they exercise for their own proprietary information , but disclosure of information may be made : ( a ) to Agent ' s and Lenders ' Subsidiaries or Affiliates ( provided that such Subsidiaries or Affiliates shall abide by the terms of this provision ); ( b ) to prospective transferees or purchasers of any interest in the Credit Extensions ( provided , however , Agent and Lenders shall use commercially reasonable efforts to obtain such prospective transferee ' s or purchaser ' s agreement to the terms of this provision ); ( c ) as required by law , regulation , subpoena , or other order ; ( d ) to Agent ' s and Lenders ' regulators or as otherwise required in connection with Agent ' s and Lenders ' examination or audit ; and ( e ) as Agent considers appropriate in exercising remedies under this Agreement .	Borrower (person)
+919	Borrower hereby grants to Agent for the ratable benefit of Lenders , and to each Lender , a lien , security interest and right of set off as security for all Obligations to Agent and each Lender , whether now existing or hereafter arising upon and against all deposits , credits , collateral and property , now or hereafter in the possession , custody , safekeeping or control of Agent or any entity under the control of Agent ( including an Agent subsidiary ) or in transit to any of them .	Borrower (person), Lender (person), Lender (person)
+920	At any time after the occurrence and during the continuance of an Event of Default , without demand or notice , Agent or Lenders , as appropriate , may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations .	Borrower (person)
+921	ANY AND ALL RIGHTS TO REQUIRE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS , PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS , CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY , VOLUNTARILY AND IRREVOCABLY WAIVED .	BORROWER (person)
+923	"As used in this Agreement , the following terms have the following meanings : "" Account "" is any "" account "" as defined in the Code with such additions to such term as may hereafter be made , and includes , without limitation , all accounts receivable and other sums owing to Borrower ."	Borrower (person)
+931	""" Board "" means Borrower ' s board of directors ."	Borrower (person)
+932	""" Borrower "" is defined in the preamble hereof ."	Borrower (person)
+933	""" Borrower ' s Books "" are all Borrower ' s books and records including ledgers , federal and state tax returns , records regarding Borrower ' s assets or liabilities , the Collateral , business operations or financial condition , and all computer programs or storage or any equipment containing such information ."	Borrower (person), Borrower (person), Borrower (person)
+936	""" Cash Equivalents "" are ( a ) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one ( 1 ) year from the date of acquisition ; ( b ) commercial paper maturing no more than one ( 1 ) year after its creation and having the highest rating from either Standard & Poor ' s Ratings Group or Moody ' s Investors Service , Inc ., and ( c ) Agent ' s certificates of deposit issued maturing no more than one ( 1 ) year after issue ."	United (location), States (location)
+938	""" Code "" is the Uniform Commercial Code , as the same may , from time to time , be enacted and in effect in the Commonwealth of Massachusetts ; provided , that , to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code , the definition of such term contained in Article or Division 9 shall govern ; provided further , that in the event that , by reason of mandatory provisions of law , any or all of the attachment , perfection , or priority of , or remedies with respect to , Agent ' s and Lenders ' Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the Commonwealth of Massachusetts , the term "" Code "" shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes on the provisions thereof relating to such attachment , perfection , priority , or remedies and for purposes of definitions relating to such provisions ."	Commonwealth (location), of (location), Massachusetts (location), Commonwealth (location), of (location), Massachusetts (location)
+939	""" Collateral "" is any and all properties , rights and assets of Borrower described on Exhibit A ."	Borrower (person)
+941	""" Commitment "" is the outstanding amount of Obligations based on each Lender ' s Commitment Percentage ."	Lender (person)
+949	""" Control Agreement "" is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account , Borrower , and Agent pursuant to which Agent obtains control for the benefit of Lenders ( within the meaning of the Code ) over such Deposit Account , Securities Account , or Commodity Account ."	Borrower (person), Borrower (person), Borrower (person)
+950	""" Credit Extension "" is any Term Loan , or any other extension of credit by Lenders for Borrower ' s benefit ."	Borrower (person)
+954	""" Designated Deposit Account "" is Borrower ' s deposit account , account number maintained with Agent ."	Borrower (person)
+955	""" Dollars ,"" "" dollars "" and ""$"" each mean lawful money of the United States ."	United (location), States (location)
+958	""" ERISA "" is the Employee Retirement Income Security Act of 1974 , and its regulations ."	ERISA (organization)
+963	""" Funding Date "" is any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day ."	Borrower (person)
+964	""" GAAP "" is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession , which are applicable to the circumstances as of the date of determination ."	Accounting (organization), Principles (organization), Board (organization), American (organization), Institute (organization), of (organization), Certified (organization), Public (organization), Accountants (organization), Financial (organization), Accounting (organization), Standards (organization), Board (organization)
+966	""" Gold Hill "" is defined in the preamble hereof ."	Gold (location), Hill (location)
+968	""" IL Subsidiary "" means , Vringo ( Israel ) Ltd . "" Indebtedness "" is ( a ) indebtedness for borrowed money or the deferred price of property or services , such as reimbursement and other obligations for surety bonds and letters of credit , ( b ) obligations evidenced by notes , bonds , debentures or similar instruments , ( c ) capital lease obligations , and ( d ) Contingent Obligations ."	Vringo (organization), Israel (location)
+969	""" Insolvency Proceeding "" is any proceeding by or against any Person under the United States Bankruptcy Code , or any other bankruptcy or insolvency law , including assignments for the benefit of creditors , compositions , extensions generally with its creditors , or proceedings seeking reorganization , arrangement , or other relief ."	United (location), States (location)
+970	""" Inventory "" is all "" inventory "" as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made , and includes without limitation all merchandise , raw materials , parts , supplies , packing and shipping materials , work in process and finished products , including without limitation such inventory as is temporarily out of Borrower ' s custody or possession or in transit and including any returned goods and any documents of title representing any of the above ."	Borrower (person)
+972	""" Key Person "" is the Borrower ' s Chief Executive Officer , who is Jonathan Medved as of the Effective Date ."	Borrower (person), Jonathan (person), Medved (person)
+973	""" Lender "" is any one of the Lenders ."	Lender (person)
+975	""" Lenders ' Expenses "" are all documented audit fees and expenses , costs , and expenses ( including reasonable documented attorneys ' fees and expenses ) of Agent and Lenders for preparing , negotiating , administering , defending and enforcing the Loan Documents ( including , without limitation , those incurred in connection with appeals or Insolvency Proceedings ) or otherwise incurred with respect to Borrower ."	Borrower (person)
+978	""" Loan Documents "" are , collectively , this Agreement , the Warrant , the Perfection Certificate , any note , or notes or guaranties executed by Borrower , and any other present or future agreement for the benefit of Agent and / or Lenders in connection with this Agreement , all as amended , restated , or otherwise modified ."	Borrower (person)
+981	"1 "" means Borrower provides Agent with evidence that either of the following has occurred : ( a ) the completion of two ( 2 ) trials with two ( 2 ) large mobile telephone carriers with at least one ( 1 ) carrier service launched ; or ( b ) registration of at least fifty thousand ( 50 , 000 ) users ."	Borrower (person)
+983	"2 "" means Borrower provides Agent with evidence that either of the following has occurred : ( a ) the completion of four ( 4 ) trials with four ( 4 ) large mobile telephone carriers with at least two ( 2 ) carrier services launched ; or ( b ) registration of at least three hundred thousand ( 300 , 000 ) users ."	Borrower (person)
+984	""" Obligations "" are Borrower ' s obligation to pay when due any debts , principal , interest , Lenders ' Expenses , the Final Payment and other amounts Borrower owes Agent and / or Lenders now or later , whether under this Agreement , the Loan Documents , or otherwise , including , without limitation , all obligations relating to letters of credit ( including reimbursement obligations for drawn and undrawn letters of credit ), cash management services , and foreign exchange contracts , if any , and including interest accruing after Insolvency Proceedings begin and debts , liabilities , or obligations of Borrower assigned to Agent and / or Lenders , and the performance of Borrower ' s duties under the Loan Documents ."	Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+985	"Notwithstanding the foregoing , the term "" Obligations "" shall not include any of Borrower ' s obligations under any Warrant issued to Lenders ."	Borrower (person)
+990	""" Permitted Indebtedness "" is : ( a ) Borrower ' s Indebtedness to Lenders under this Agreement and the other Loan Documents ; ( b ) Indebtedness existing on the Effective Date and shown on the Perfection Certificate ; ( c ) Subordinated Debt ; ( d ) unsecured Indebtedness to trade creditors and with respect to surety bonds and similar obligations incurred in the ordinary course of business ; ( e ) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business ; ( f ) Indebtedness secured by Permitted Liens ; ( g ) Inter - company Indebtedness that otherwise constitutes an Investment allowed under clause ( a ) and ( f ) of Permitted Investments ; ( h ) other Indebtedness in an aggregate amount not to exceed Fifty Thousand Dollars ($ 50 , 000 ) in the aggregate in any fiscal year ; and ( i ) extensions , refinancings , modifications , amendments and restatements of any items of Permitted Indebtedness ( a ) through ( h ) above , provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary , as the case may be ."	Borrower (person), Borrower (person)
+991	""" Permitted Investments "" are : ( a ) Investments shown on the Perfection Certificate and existing on the Effective Date ( b ) Cash Equivalents and ( ii ) any Investments permitted by Borrower ' s investment policy , as amended from time to time , provided that such investment policy ( and any such amendment thereto ) has been approved by Agent ; ( c ) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower ;"	Borrower (person), Borrower (person)
+992	- 19 - ( d ) Investments consisting of Borrower ' s deposit accounts in which Agent has a first perfected security interest and Investments consisting of Subsidiaries ' deposit accounts ; ( e ) Investments accepted in connection with Transfers permitted by Section 7 . 1 ; ( f ) Investments of Subsidiaries in or to other Subsidiaries or Borrower and Investments by Borrower in Subsidiaries not to exceed Two Hundred Fifty Thousand Dollars ($ 250 , 000 ) in the aggregate in any fiscal year ; ( g ) Investments consisting of ( i ) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business , and ( ii ) loans to employees , officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower ' s Board ; ( h ) Investments ( including debt obligations ) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of , and other disputes with , customers or suppliers arising in the ordinary course of business ; ( i ) Investments consisting of notes receivable of , or prepaid royalties and other credit extensions , to customers and suppliers who are not Affiliates , in the ordinary course of business ; provided that this paragraph ( i ) shall not apply to Investments of Borrower in any Subsidiary ; ( j ) joint ventures or strategic alliances in the ordinary course of Borrower ' s business consisting of the non - exclusive licensing of technology , the development of technology or the providing of technical support , provided that any cash investments by Borrower do not exceed Two Hundred Fifty Thousand Dollars ($ 250 , 000 ) in the aggregate in any fiscal year ; and ( k ) other Investments in an aggregate amount no to exceed Fifty Thousand Dollars ($ 50 , 000 ) in the aggregate in any fiscal year .	Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+993	""" Permitted Liens "" are : ( a ) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents ; ( b ) Liens for taxes , fees , assessments or other government charges or levies , either not delinquent or being contested in good faith and for which Borrower maintains adequate reserves on its Books , if they have no priority over any of Lenders ; Liens ; ( c ) purchase money Liens ( i ) on Equipment acquired or held by Borrower incurred for financing the acquisition or lease of Equipment securing no more than Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ) in the aggregate amount outstanding , or ( ii ) existing on Equipment when acquired , if the Lien is confined to the property and improvements and the proceeds of the Equipment ; ( d ) statutory Liens securing claims or demands of materialmen , mechanics , carriers , warehousemen , landlords and other Persons imposed without action of such parties , provided , they have no priority over any of Lenders ' Lien and the aggregate amount of such Liens does not at any time exceed Fifty Thousand Dollars ($ 50 , 000 ); ( e ) Liens to secure payment of workers ' compensation , employment insurance , old - age pensions , social security and other like obligations incurred in the ordinary course of business , provided , they have no priority over any of Lenders ' Liens and the aggregate amount of the Indebtedness secured by such Liens does not at any time exceed Fifty Thousand Dollars ($ 50 , 000 ); ( f ) Liens incurred in the extension , renewal or refinancing of the indebtedness secured by Liens described in ( a ) through ( e ), but any extension , renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase ; ( g ) leases or subleases of real property granted in the ordinary course of business , and leases , subleases , non - exclusive licenses or sublicenses of property ( other than real property or intellectual property ) granted in the ordinary course of Borrower ' s business , if the leases , subleases , licenses and sublicenses do not prohibit granting Lenders a security interest ;"	Borrower (person), Borrower (person), Borrower (person)
+994	- 20 - ( h ) non - exclusive license of intellectual property granted to third parties in the ordinary course of business ; ( i ) Liens arising from judgments , decrees or attachments in circumstances not constituting an Event of Default under Section 8 . 4 or 8 . 7 ; ( j ) Liens in favor of other financial institutions arising in connection with Borrower ' s deposit and / or securities accounts held at such institutions , provided that Lenders have a perfected security interest in the amounts held in such deposit and / or securities accounts ; and ( k ) Liens in favor of other financial institutions arising in connection with Borrower ' s Subsidiaries ' deposit and / or securities accounts held at such institutions .	Borrower (person), Borrower (person)
+997	""" Registered Organization "" is any "" registered organization "" as defined in the Code with such additions to such term as may hereafter be made "" Responsible Officer "" is any of the Chief Executive Officer , President , Chief Financial Officer , and Controller of Borrower ."	Borrower (person)
+1001	""" Subordinated Debt "" is indebtedness incurred by Borrower subordinated to all of Borrower ' s now or hereafter indebtedness to Agent and Lenders ( pursuant to a subordination , intercreditor , or other similar agreement in form and substance satisfactory to Agent and Lenders entered into among Agent , Lenders and the other creditor ), on terms acceptable to Agent and Lenders ."	Borrower (person), Borrower (person)
+1009	""" Warrant "" is , collectively , ( a ) that certain Warrant to Purchase Stock dated as of the Effective Date executed by Borrower in favor of SVB , and ( b ) that certain Warrant to Purchase Stock dated as of the Effective Date executed by Borrower in favor of Gold Hill ."	Borrower (person), Borrower (person), Gold (location), Hill (location)
+1011	- 22 - IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the Effective Date .	Commonwealth (location), of (location), Massachusetts (location)
+1012	BORROWER :	BORROWER (person)
+1013	VRINGO , INC . By : / s / Jonathan Medved Name : Jonathan Medved Title : CEO LENDERS : SILICON VALLEY BANK , as Agent and as a LENDER By : / s / Michael Morreti Name : Michael Morreti Title : SVP GOLD HILL VENTURE LENDING 03 , L . P ., as LENDER	VRINGO (organization), Jonathan (person), Medved (person), Jonathan (person), Medved (person), SILICON (organization), VALLEY (organization), BANK (organization), LENDER (person), Michael (person), Morreti (person), Michael (person), Morreti (person), SVP (location), GOLD (location), HILL (location), VENTURE (location), LENDING (location), 03 (location), LENDER (person)
+1015	Lender	Lender (person)
+1016	Commitment Commitment Percentage Silicon Valley Bank $ 1 , 500 , 000 . 00 30 . 00 % Gold Hill Venture Lending 03 , L . P . $ 3 , 500 , 000 . 00 70 . 00 % TOTAL $ 5 , 000 , 000 . 00 100 . 00 %	Silicon (organization), Valley (organization), Bank (organization), Gold (location), Hill (location), Venture (location), Lending (location), 03 (location)
+1017	1 EXHIBIT A The Collateral consists of all of Borrower ' s right , title and interest in and to the following personal property : All goods , Accounts ( including health - care receivables ), Equipment , Inventory , contract rights or rights to payment of money , leases , license agreements , franchise agreements , General Intangibles ( except as provided below ), commercial tort claims , documents , instruments ( including any promissory notes ), chattel paper ( whether tangible or electronic ), cash , deposit accounts , certificates of deposit , fixtures , letters of credit rights ( whether or not the letter of credit is evidenced by a writing ), securities , and all other investment property , supporting obligations , and financial assets , whether now owned or hereafter acquired , wherever located ; and All Borrower ' s Books relating to the foregoing , and any and all claims , rights and interests in any of the above and all substitutions for , additions , attachments , accessories , accessions and improvements to and replacements , products , proceeds and insurance proceeds of any or all of the foregoing .	Borrower (person), Borrower (person)
+1018	Notwithstanding the foregoing , the Collateral does not include any of the following , whether now owned or hereafter acquired : ( a ) more than 65 % of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter , ( b ) property subject to a lien described in clause ( c ) of the definition of Permitted Lien , and ( c ) any copyright rights , copyright applications , copyright registrations and like protections in each work of authorship and derivative work , whether published or unpublished , any patents , patent applications and like protections , including improvements , divisions , continuations , renewals , reissues , extensions , and continuations - in - part of the same , trademarks , service marks and , to the extent permitted under applicable law , any applications therefor , whether registered or not , and the goodwill of the business of Borrower connected with and symbolized thereby , know - how , operating manuals , trade secret rights , rights to unpatented inventions , and any claims for damage by way of any past , present , or future infringement of any of the foregoing ; provided , however , the Collateral shall include all Accounts , license and royalty fees and other revenues , proceeds , or income arising out of or relating to any of the foregoing .	Borrower (person), Borrower (person)
+1019	Pursuant to the terms of a certain negative pledge arrangement with Lenders , Borrower has agreed not to encumber any of its copyright rights , copyright applications , copyright registrations and like protections in each work of authorship and derivative work , whether published or unpublished , any patents , patent applications and like protections , including improvements , divisions , continuations , renewals , reissues , extensions , and continuations - in - part of the same , trademarks , service marks and , to the extent permitted under applicable law , any applications therefor , whether registered or not , and the goodwill of the business of Borrower connected with and symbolized thereby , know - how , operating manuals , trade secret rights , rights to unpatented inventions , and any claims for damage by way of any past , present , or future infringement of any of the foregoing , without Agent ' s prior written consent .	Borrower (person), Borrower (person)
+1022	Date : LOAN PAYMENT : Vringo , Inc .	Vringo (organization)
+1025	From Account # To Account # ( Loan Account #) ( Deposit Account #) Amount of Term Loan Advance $ All Borrower ' s representation and warranties in the Term Loan and Security Agreement are true , in all material respects on the date of the telephone transfer request for an advance , but those representations and warranties expressly referring to another date shall be true , correct and complete in all material respects as of such date :	Borrower (person)
+1028	Beneficiary Name : Amount of Wire : $ Beneficiary Bank : Account Number : City and Sate : Beneficiary Bank Transit ( ABA ) #: _________________ Beneficiary Bank Code ( Swift , Sort , Chip , etc .	Bank (organization), Bank (organization), Bank (organization)
+1029	): ( For International Wire Only ) Intermediary Bank : Transit ( ABA ) #: For Further Credit to : Special Instruction : By signing below , I ( we ) acknowledge and agree that my ( our ) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements ( s ) covering funds transfer service ( s ), which agreements ( s ) were previously received and executed by me ( us ).	Bank (organization)
+1033	This Loan Agreement ( this “ Agreement ”) is made and entered into by and between the parties listed below as of the 19th day of October , 2004 in Beijing :	Beijing (location)
+1034	( 1 ) Lenovo - AsiaInfo Technologies , Inc . (“ Lender ”), a limited company duly organized and existing under the laws of the People ’ s Republic of China (“ PRC ” or “ China ”) with its address at 3 / F Zhongdian Information Tower , No . 6 Zhongguancun South Street , Haidian District , Beijing 100086 , P . R .	Lenovo (organization), - (organization), AsiaInfo (organization), Technologies (organization), Lender (person), China (location), China (location), 3 (location), / (location), F (location), Zhongdian (location), Information (location), Tower (location), 6 (location), Zhongguancun (location), South (location), Street (location), Haidian (location), District (location), Beijing (location)
+1035	China ;	China (location)
+1036	( 2 ) Bing Yu (“ Borrower ”), a citizen of China with Chinese identification No .	Bing (person), Yu (person), Borrower (person), China (location)
+1037	: 110108650831235 , and an address at 1 - 4 - 48 , No . 1 Jinjia Village , Fengtai District , Beijing , P . R . China .	Jinjia (location), Village (location), Fengtai (location), District (location), Beijing (location), China (location)
+1038	Each of Lender and Borrower shall be hereinafter referred to as a “ Party ” respectively , and collectively , the “ Parties ”.	Lender (person), Borrower (person)
+1039	Whereas , Lender intends to provide Borrower with a loan to be used under this Agreement .	Lender (person), Borrower (person)
+1040	To further clarify the rights and obligations of both Lender and Borrower , after friendly consultation , the Parties agree as follows :	Lender (person), Borrower (person)
+1042	1 . 1 In accordance with the terms and conditions of this Agreement , Lender agrees to provide a loan in the amount of RMB6 , 000 , 000 . 00 ( the “ Loan ”) to Borrower .	Lender (person), Borrower (person)
+1044	During the term of the Loan or the extended term of the Loan , Borrower shall immediately repay the full amount of the Loan in the event any one or more of the following circumstances occur :	Borrower (person)
+1045	1 . 1 . 1 30 days elapse after the Borrower receives written notice from the Lender requesting repayment of the Loan ;	Borrower (person), Lender (person)
+1046	1 . 1 . 2 Borrower ’ s death , lack or limitation of civil capacity ;	Borrower (person)
+1047	1 . 1 . 3 Borrower ceases ( for any reason ) to be an employee of Lender , Borrower Company ( as defined below ) or its affiliated entity ;	Borrower (person), Lender (person), Borrower (person)
+1048	1 . 1 . 4 Borrower engages in criminal conduct or is involved in criminal activities ;	Borrower (person)
+1049	1 1 . 1 . 5 Any third party filed a claim against Borrower that exceeds RMB1 , 000 , 000 ; or	Borrower (person)
+1050	1 . 1 . 6 According to the applicable laws of China , foreign investors are permitted to invest in security service business in China with a controlling stake or in the form of wholly - foreign - owned enterprises , the relevant competent authorities of China begin to approve such investments , and Lender decides to exercise the exclusive option under the Exclusive Option Agreement ( the “ Exclusive Option Agreement ”) described in Sections 4 . 1 . 1 and 4 . 2 . 5 of this Agreement .	China (location), China (location), China (location), Lender (person)
+1051	1 . 2 Lender agrees to remit the total amount under the Loan to the account designated by Borrower within 10 working days after receiving a written notification from the Borrower regarding the same , provided that all the conditions precedent in Section 2 are fulfilled .	Lender (person), Borrower (person), Borrower (person)
+1052	Borrower shall provide Lender with a written receipt for the Loan upon receiving the Loan .	Borrower (person), Lender (person)
+1053	The Loan provided by Lender under this Agreement shall inure to Borrower ’ s benefit only and not to Borrower ’ s successors or assigns .	Lender (person), Borrower (person), Borrower (person)
+1054	1 . 3 Borrower agrees to accept the aforementioned Loan provided by Lender , and hereby agrees and warrants that the Loan shall be used solely to fund its contribution to the registered capital of [ Lenovo Security Technology Ltd . ( hereinafter the “ Borrower Company ”, a domestic - funded limited liability company in China with registered capital of Renminbi Twenty Four Million ( RMB24 , 000 , 000 . 00 )).	Borrower (person), Lender (person), Lenovo (organization), Security (organization), Technology (organization), Ltd (organization), Borrower (person), China (location)
+1055	Upon such contribution , Borrower shall own 25 % of the equity interests in Borrower Company ( the “ Borrower Equity Interest ”).	Borrower (person), Borrower (person), Borrower (person)
+1056	Borrower agrees to secure registration of the Borrower Company within 10 working days after receiving the Loan , and provide Lender with copies of the registration documents at the government department for industry and commerce , business licenses , and articles of association .	Borrower (person), Borrower (person), Lender (person)
+1057	Without Lender ’ s prior written consent , Borrower shall not use the Loan for any purpose other than as set forth herein .	Lender (person), Borrower (person)
+1058	1 . 4 Lender and Borrower hereby agree and acknowledge that Borrower ’ s method of repayment may at Lender ’ s option take the form of Borrower ’ s transferring the Borrower Equity Interest to Lender or Lender ’ s designated person ( legal or natural person ) pursuant to the Lender ’ s exercise of its right to acquire the Borrower Equity Interest under the Exclusive Option Agreement .	Lender (person), Borrower (person), Borrower (person), Lender (person), Borrower (person), Borrower (person), Lender (person), Lender (person), Lender (person), Borrower (person)
+1059	1 . 5 Lender and Borrower hereby agree and acknowledge that any proceeds from the transfer of the Borrower Equity Interest ( to the extent permissible ) shall be used to repay the Loan to Lender , in accordance with this Agreement in the manner designated by Lender .	Lender (person), Borrower (person), Borrower (person), Lender (person), Lender (person)
+1060	2 1 . 6 Lender and Borrower hereby agree and acknowledge that to the extent permitted by applicable laws , Lender shall have the right but not the obligation to purchase or designate other persons ( legal or natural persons ) to purchase Borrower Equity Interest in part or in whole at any time , at the price stipulated in the Exclusive Option Agreement .	Lender (person), Borrower (person), Lender (person), Borrower (person)
+1061	1 . 7 Borrower also undertakes to execute an irrevocable Power of Attorney ( the “ Power of Attorney ”, referred to in Section 4 . 2 . 4 ), which authorizes a legal or natural person designated by Lender to exercise all of Borrower ’ s rights as a shareholder of Borrower Company .	Borrower (person), Lender (person), Borrower (person), Borrower (person)
+1062	1 . 8 When Borrower transfers Borrower Equity Interest to Lender or Lender ’ s designated person , in the event that the transfer price of such equity interest equals or is lower than the principal of the Loan under this Agreement , the Loan under this Agreement shall be deemed an interest - free loan .	Borrower (person), Borrower (person), Lender (person), Lender (person)
+1063	In the event that the transfer price of such equity interest exceeds the principal of the Loan under this Agreement , the excess over the principal shall be deemed the interest of the Loan under this Agreement payable by Borrower to Lender .	Borrower (person), Lender (person)
+1065	The obligation of Lender to provide the Loan to Borrower contemplated in Section 1 . 1 shall be subject to the satisfaction of the following conditions , unless waived in writing by Lender .	Lender (person), Borrower (person), Lender (person)
+1066	2 . 1 Lender receives the written notification for drawdown under the Loan sent by Borrower according to Section 1 . 2 .	Lender (person), Borrower (person)
+1067	2 . 2 All the representations and warranties by Borrower in Section 3 . 2 are true , complete , correct and not misleading .	Borrower (person)
+1068	2 . 3 Borrower has not violated the covenants in Section 4 of this Agreement , and no event which may affect Borrower ’ s performance of its obligations under this Agreement has occurred or is expected to occur .	Borrower (person), Borrower (person)
+1070	3 . 1 Between the date of this Agreement and the date of termination of this Agreement , Lender hereby makes the following representations and warranties to Borrower :	Lender (person), Borrower (person)
+1071	3 . 1 . 1 Lender is a company duly organized and legally existing in accordance with the laws of China ;	Lender (person), China (location)
+1072	3 3 . 1 . 2 Lender has the legal capacity to execute and perform this Agreement .	Lender (person)
+1073	The execution and performance by Lender of this Agreement is consistent with Lender ’ s scope of business and the provisions of Lender ’ s corporate bylaws and other organizational documents , and Lender has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement ; and	Lender (person), Lender (person), Lender (person), Lender (person)
+1074	3 . 1 . 3 This Agreement constitutes Lender ’ s legal , valid and binding obligations , enforceable in accordance with its terms .	Lender (person)
+1075	3 . 2 Between the date of this Agreement and the date of termination of this Agreement , Borrower hereby makes the following representations and warranties :	Borrower (person)
+1076	3 . 2 . 1 Borrower has the legal capacity to execute and perform this Agreement .	Borrower (person)
+1077	Borrower has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement ;	Borrower (person)
+1078	3 . 2 . 2 This Agreement constitutes Borrower ’ s legal , valid and binding obligations enforceable in accordance with its terms ; and	Borrower (person)
+1079	3 . 2 . 3 There are no disputes , litigation , arbitrations , administrative proceedings or any other legal proceedings relating to Borrower , nor are there any potential disputes , litigations , arbitrations , administrative proceedings or any other legal proceedings relating to Borrower .	Borrower (person), Borrower (person)
+1080	4 Borrower ’ s Covenants	Borrower (person)
+1081	4 . 1 As a shareholder of Borrower Company , Borrower covenants that during the term of this Agreement , Borrower shall cause Borrower Company :	Borrower (person), Borrower (person), Borrower (person), Borrower (person)
+1082	4 . 1 . 1 to execute the Exclusive Option Agreement with Borrower and Lender , under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest ; to execute an Exclusive Business Cooperation Agreement (“ Exclusive Business Cooperation Agreement ”) with Lender ( or a party designated by Lender ), under which Lender ( or a party designated by Lender ), as an exclusive service provider , will provide Borrower Company with technical service and business consulting service ; to enter into the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement on the date of issuance of the business license to Borrower Company , and to complete all the related governmental approvals , registrations or fillings ( as applicable );	Borrower (person), Lender (person), Borrower (person), Lender (person), Borrower (person), Lender (person), Lender (person), Lender (person), Lender (person), Borrower (person), Borrower (person)
+1084	4 . 1 . 3 at the request of Lender ( or a party designated by Lender ), to execute contracts or agreements on business cooperation with Lender ( or a party designated by Lender ), and to strictly abide by such contracts or agreements ;	Lender (person), Lender (person), Lender (person), Lender (person)
+1085	4 . 1 . 4 without Lender ’ s prior written consent , not to supplement , change or amend its articles of association in any manner , increase or decrease its registered capital or change its share capital structure in any manner ;	Lender (person)
+1087	4 . 1 . 6 without Lender ’ s prior written consent , not to sell , transfer , mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets , business or revenue at any time from the date of this Agreement , or permit the encumbrance of any other security interest thereon ;	Lender (person)
+1088	4 . 1 . 7 without Lender ’ s prior written consent , not to incur , inherit , guarantee or otherwise allow for the existence of any debt , except for ( i ) debt incurred in the ordinary course of business other than through loans ; and ( ii ) debt already disclosed to Lender for which Lender ’ s written consent has been obtained ;	Lender (person), Lender (person), Lender (person)
+1090	4 . 1 . 9 without the prior written consent of Lender , not to execute any major contract , except for contracts in the ordinary course of business ( for purpose of this subsection , a contract with a value exceeding RMB100 , 000 shall be deemed a major contract );	Lender (person)
+1091	4 . 1 . 10 without the prior written consent of Lender , not to provide any person with any loan or credit ;	Lender (person)
+1092	4 . 1 . 11 without the prior written consent of Lender , not to merge , consolidate with , acquire , or invest in any person ;	Lender (person)
+1094	5 4 . 1 . 13 without the prior written consent of Lender or unless requested by Lender , not to distribute dividends to shareholders ;	Lender (person), Lender (person)
+1095	4 . 1 . 14 to provide Lender with all of the information on Borrower Company ’ s business operations and financial condition at Lender ’ s request ;	Lender (person), Borrower (person), Lender (person)
+1096	4 . 1 . 15 to immediately notify Lender of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to Borrower Company ’ s assets , business or income ;	Lender (person), Borrower (person)
+1097	4 . 1 . 16 at the request of Lender , to appoint any persons designated by Lender as directors of Borrower Company .	Lender (person), Lender (person), Borrower (person)
+1098	4 . 2 Borrower covenants that during the term of this Agreement , he shall :	Borrower (person)
+1099	4 . 2 . 1 ensure that Borrower Company shall be set up within 20 working days after receiving the Loan , according to the laws of China , and take all steps necessary to ensure that Borrower Company maintains its legal existence according to the laws of China ; Borrower Company shall be a limited liability company without foreign investment , and its registered capital shall be Renminbi Twenty Four Million ( RMB24 , 000 , 000 . 00 ) and Borrower shall own 25 % of the equity interest of Borrower Company .	Borrower (person), China (location), Borrower (person), China (location), Borrower (person), Borrower (person), Borrower (person)
+1100	4 . 2 . 2 pay its contribution of 25 % of the registered capital of Borrower Company in full in accordance with the laws of China , and provide Lender with the business license and a capital contribution verification report regarding paid - in capital contributions from a qualified accounting firm ;	Borrower (person), China (location), Lender (person)
+1101	4 . 2 . 3 cause Borrower Company to engage in the security service business , and complete all the government approvals , authorizations , licensing , registration and filing required for engaging in the security service business pursuant to the laws of China ; Borrower shall provide Lender with all the said governmental approvals for verification ;	Borrower (person), China (location), Borrower (person), Lender (person)
+1102	4 . 2 . 4 execute an irrevocable Power of Attorney , which authorizes a legal or natural person designated by Lender to exercise all of Borrower ’ s rights as a shareholder in Borrower Company , and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Share Pledge Agreement or as requested by Lender ;	Lender (person), Borrower (person), Borrower (person), Lender (person)
+1103	4 . 2 . 5 execute the Exclusive Option Agreement with Lender and Borrower Company , under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the Borrower Equity Interest ;	Lender (person), Borrower (person), Borrower (person), Lender (person), Borrower (person)
+1104	6 4 . 2 . 6 execute a Share Pledge Agreement ( the “ Share Pledge Agreement ”) with Lender , under which Borrower shall pledge the Borrower Equity Interest to Lender ;	Lender (person), Borrower (person), Borrower (person), Lender (person)
+1105	4 . 2 . 7 enter into the aforementioned Power of Attorney , Exclusive Option Agreement and Share Pledge Agreement on the date of the issuance of the business license to Borrower Company , and complete all the related governmental approvals , registrations or fillings ( as applicable );	Borrower (person)
+1107	4 . 2 . 9 not sell , transfer , mortgage or dispose of in any other manner its legal or beneficial interest in Borrower Equity Interest , or allow the encumbrance thereon of any security interest , except in accordance with the Share Pledge Agreement ;	Borrower (person)
+1108	4 . 2 . 10 cause any shareholders ’ meeting and / or board of directors meeting of Borrower Company not to approve the sale , transfer , mortgage or disposition in any other manner of any legal or beneficial interest in equity interest held by Borrower , or allow the encumbrance thereon of any security interest , except to Lender or Lender ’ s designated person ;	Borrower (person), Borrower (person), Lender (person), Lender (person)
+1109	4 . 2 . 11 cause any shareholders ’ meeting and / or board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person , or its acquisition of or investment in any person , without the prior written consent of Lender ;	Borrower (person), Borrower (person), Lender (person)
+1110	4 . 2 . 12 immediately notify Lender of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to Borrower Equity Interest ;	Lender (person), Borrower (person)
+1111	4 . 2 . 13 to the extent necessary to maintain his ownership of the Borrower Equity Interest , execute all necessary or appropriate documents , take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims ;	Borrower (person)
+1112	4 . 2 . 14 without the prior written consent of Lender , refrain from any action / omission that may have a material impact on the assets , business and liabilities of Borrower Company ;	Lender (person), Borrower (person)
+1113	7 4 . 2 . 15 appoint any designee of Lender as director of Borrower Company , at the request of Lender ;	Lender (person), Borrower (person), Lender (person)
+1114	4 . 2 . 16 to the extent permitted by the laws of China , at the request of Lender at any time , promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender ’ s designated representative at any time , and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this section ;	China (location), Lender (person), Borrower (person), Lender (person), Lender (person), Borrower (person)
+1115	4 . 2 . 17 to the extent permitted by the laws of China , at the request of Lender at any time , cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interest to Lender or Lender ’ s designated representative at any time , and Borrower hereby waives his right of first refusal ( if any ) with respect to the share transfer described in this section ;	China (location), Lender (person), Borrower (person), Lender (person), Lender (person), Borrower (person)
+1116	4 . 2 . 18 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement , use such purchase price obtained thereby to repay the Loan to Lender ; and	Lender (person), Borrower (person), Borrower (person), Lender (person)
+1117	4 . 2 . 19 without the prior written consent of Lender , not to cause Borrower Company to supplement , change , or amend its articles of association in any manner , increase or decreases its registered capital or change its share capital structure in any manner .	Lender (person), Borrower (person)
+1121	5 . 2 in the event that Borrower fails to perform the repayment obligations set forth in this Agreement , Borrower shall pay overdue interest of 0 . 01 % per day for the outstanding payment , until the day Borrower repays the full principal of the Loan , overdue interests and other payable amounts .	Borrower (person), Borrower (person), Borrower (person)
+1129	Lender : 3 / F Zhongdian Information Tower , No . 6 Zhongguancun South Street , Haidian District , Beijing 100086 , P . R .	Lender (person), 3 (location), / (location), F (location), Zhongdian (location), Information (location), Tower (location), Zhongguancun (location), South (location), Street (location), Haidian (location), District (location), Beijing (location), 100086 (location)
+1130	China Attn : Legal Department Phone : + 86 - 10 - 6250 1658 Facsimile : + 86 - 10 - 6250 1665	China (location), Legal (organization), Department (organization)
+1131	Borrower : 1 - 4 - 48 , No .	Borrower (person)
+1132	1 , Jinjia Village , Fengtai District , Beijing , P . R . China Attn : Bing Yu Tel : + 86 - 10 - 6250 1312	Jinjia (location), Village (location), Fengtai (location), District (location), Beijing (location), China (location), Bing (person), Yu (person)
+1140	8 . 1 The execution , effectiveness , construction , performance , amendment and termination of this Agreement and the resolution of disputes shall be governed by the laws of China .	China (location)
+1141	9 8 . 2 Any dispute , controversy or claim arising out of or relating to this Agreement , or the breach termination or invalidity thereof , shall be settled by arbitration at the Hong Kong International Arbitration Center (“ HKIAC ”) under the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause .	Hong (location), Kong (location), International (organization), Arbitration (organization), Center (organization)
+1143	The language used in such arbitration shall be English , and the place of arbitration shall be in Hong Kong at HKIAC .	Hong (location), Kong (location)
+1151	9 . 3 This Agreement may be amended or supplemented through written agreement by and between Lender and Borrower .	Lender (person), Borrower (person)
+1152	Such written amendment agreement and / or supplementary agreement executed by and between Lender and Borrower shall form an integral part of this Agreement , and shall have the same legal validity as this Agreement .	Lender (person), Borrower (person)
+1156	10 Lender : Lenovo - AsiaInfo Technologies , Inc .	Lender (person), Lenovo (organization), - (organization), AsiaInfo (organization), Technologies (organization)
+1158	/ s / Bing Yu Name :	Bing (person), Yu (person)
+1159	Bing Yu	Bing (person), Yu (person)
+1162	Borrower : Bing Yu By :	Borrower (person), Bing (person), Yu (person)
+1163	/ s / Bing Yu	Bing (person), Yu (person)