{"id": "0", "text": "( l ) \" Tranche A Shares \" has the meaning as defined in the Subscription Agreement .", "annotated_text": "<response> ( l ) \" Tranche A Shares \" has the meaning as defined in the Subscription Agreement . </response>"}
{"id": "1", "text": "( m ) \" Tranche B Cash Payment \" has the meaning as defined in the Subscription Agreement .", "annotated_text": "<response> ( m ) \" Tranche B Cash Payment \" has the meaning as defined in the Subscription Agreement . </response>"}
{"id": "2", "text": "( n ) \" USD \" means US dollars , the lawful currency of the United State of America .", "annotated_text": "<response> ( n ) \" USD \" means US dollars , the lawful currency of the <location>United State of America</location> . </response>"}
{"id": "3", "text": "1 . 2 Other Terms Other terms may be defined elsewhere in the text of this Agreement and , unless otherwise indicated , shall have such meaning indicated throughout this Agreement .", "annotated_text": "<response> 1 . 2 Other Terms Other terms may be defined elsewhere in the text of this Agreement and , unless otherwise indicated , shall have such meaning indicated throughout this Agreement . </response>"}
{"id": "4", "text": "1 . 3 Headings Headings ( including those in brackets at the beginning of paragraphs ) are for convenience only and do not affect the interpretation of this Agreement .", "annotated_text": "<response> 1 . 3 Headings Headings ( including those in brackets at the beginning of paragraphs ) are for convenience only and do not affect the interpretation of this Agreement . </response>"}
{"id": "5", "text": "Article 2 Loan", "annotated_text": "<response> Article 2 Loan </response>"}
{"id": "6", "text": "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 .", "annotated_text": "<response> 2 . 1 Loan Subject to Article 3 of this Agreement , the Company hereby undertakes to grant to the <person>Borrower</person> , and the <person>Borrower</person> 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 <organization>Airland</organization> and the USD equivalent to RMB 5 , 387 , 000 shall be granted to <organization>Bizexpress</organization> . </response>"}
{"id": "7", "text": "2 . 2 Grant of the Loan", "annotated_text": "<response> 2 . 2 Grant of the Loan </response>"}
{"id": "8", "text": "( a ) The Borrower shall inform the Company in writing of account information on the date preceding the Funding Date .", "annotated_text": "<response> ( a ) The <person>Borrower</person> shall inform the Company in writing of account information on the date preceding the Funding Date . </response>"}
{"id": "9", "text": "The Company shall remit the Loan to the Account if it receives the written account information .", "annotated_text": "<response> The Company shall remit the Loan to the Account if it receives the written account information . </response>"}
{"id": "10", "text": "( b ) On the Funding Date , the Borrower shall issue a receipt to the Company evidencing that it has fully received the Loan .", "annotated_text": "<response> ( b ) On the Funding Date , the <person>Borrower</person> shall issue a receipt to the Company evidencing that it has fully received the Loan . </response>"}
{"id": "11", "text": "( c ) The Loan shall be granted to the Borrower in USD .", "annotated_text": "<response> ( c ) The Loan shall be granted to the <person>Borrower</person> in USD . </response>"}
{"id": "12", "text": "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 .", "annotated_text": "<response> The exchange rate between USD and RMB shall be the exchange rate published by the People ' s <organization>Bank of China</organization> on the date preceding the Funding Date . </response>"}
{"id": "13", "text": "2 . 3 Loan Interest The interest of the Loan ( the \" Interest \") shall accrue on the outstanding balance of the Loan commencing from the Funding Date at an annual rate of 5 % calculated on a basis of a year of three hundred sixty five ( 365 ) days .", "annotated_text": "<response> 2 . 3 Loan Interest The interest of the Loan ( the \" Interest \") shall accrue on the outstanding balance of the Loan commencing from the Funding Date at an annual rate of 5 % calculated on a basis of a year of three hundred sixty five ( 365 ) days . </response>"}
{"id": "14", "text": "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 :", "annotated_text": "<response> 2 . 4 Repayment of the Loan The <person>Borrower</person> 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 : </response>"}
{"id": "15", "text": "( a ) First Repayment", "annotated_text": "<response> ( a ) First Repayment </response>"}
{"id": "16", "text": "( i ) The Borrower shall make the first repayment on the First Repayment Date ;", "annotated_text": "<response> ( i ) The <person>Borrower</person> shall make the first repayment on the First Repayment Date ; </response>"}
{"id": "17", "text": "( ii ) On the First Repayment Date , the Company shall be entitled to offset the Tranche B Cash Payment with the Loan .", "annotated_text": "<response> ( ii ) On the First Repayment Date , the Company shall be entitled to offset the Tranche B Cash Payment with the Loan . </response>"}
{"id": "18", "text": "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 ;", "annotated_text": "<response> If the Tranche B Cash Payment is equal to or more than the Loan ( including accrued interest ), the <person>Borrower</person> does not need to repay the Loan and the Loan shall be deemed as having been repaid in full ; </response>"}
{"id": "19", "text": "( iii ) If the Tranche B Cash Payment is less than the Loan ( including accrued interest ),", "annotated_text": "<response> ( iii ) If the Tranche B Cash Payment is less than the Loan ( including accrued interest ), </response>"}
{"id": "20", "text": "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 .", "annotated_text": "<response> the difference between the Loan ( including accrued interest ) and Tranche B Cash Payment (\" Tranche B Repayment \") shall be repaid by the <person>Borrower</person> to the Company on the Second Repayment Date . </response>"}
{"id": "21", "text": "( b ) Second Repayment On the Second Repayment Date , the Borrower makes the second repayment , i . e .", "annotated_text": "<response> ( b ) Second Repayment On the Second Repayment Date , the <person>Borrower</person> makes the second repayment , i . e . </response>"}
{"id": "22", "text": "repay all the outstanding balance of the Loan to the Company .", "annotated_text": "<response> repay all the outstanding balance of the Loan to the Company . </response>"}
{"id": "23", "text": "Article 3 Security for the Loan", "annotated_text": "<response> Article 3 Security for the Loan </response>"}
{"id": "24", "text": "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 .", "annotated_text": "<response> 3 . 1 Security for the Loan To secure the Loan provided by the Company to the <person>Borrower</person> , the <person>Borrower</person> 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 . </response>"}
{"id": "25", "text": "3 . 2 Discharge of Security for the Loan The pledge of the Tranche A Shares shall be fully discharged upon full repayment of the Loan and the accrued interest , upon which the Company agrees to sign all documents and take all actions necessary or appropriate to effect the discharge of the pledge .", "annotated_text": "<response> 3 . 2 Discharge of Security for the Loan The pledge of the Tranche A Shares shall be fully discharged upon full repayment of the Loan and the accrued interest , upon which the Company agrees to sign all documents and take all actions necessary or appropriate to effect the discharge of the pledge . </response>"}
{"id": "26", "text": "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 :", "annotated_text": "<response> Article 4 Representations and Warranties by the Company The Company represents and warrants to the <person>Borrower</person> 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 : </response>"}
{"id": "27", "text": "4 . 1 Organization , Good Standing and Qualification It is duly organized , validly existing and in good standing under , and by virtue of , the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted .", "annotated_text": "<response> 4 . 1 Organization , Good Standing and Qualification It is duly organized , validly existing and in good standing under , and by virtue of , the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted . </response>"}
{"id": "28", "text": "4 . 2 Power It has the power to execute and perform this Agreement and has obtained all necessary consents and authorizations to enable it to do so .", "annotated_text": "<response> 4 . 2 Power It has the power to execute and perform this Agreement and has obtained all necessary consents and authorizations to enable it to do so . </response>"}
{"id": "29", "text": "4 . 3 Binding Obligation This Agreement constitutes a valid and binding obligation enforceable against it in accordance with its provisions .", "annotated_text": "<response> 4 . 3 Binding Obligation This Agreement constitutes a valid and binding obligation enforceable against it in accordance with its provisions . </response>"}
{"id": "30", "text": "4 . 4 No Breach This Agreement does not conflict with or result in a breach of any obligation ( including any statutory , contractual or fiduciary obligation ) or constitute or result in any default under any provision of its constitution or any material provision of any agreement , deed , writ , order , injunction , judgment , law , rule or regulation to which it is a party or is subject or by which it is bound .", "annotated_text": "<response> 4 . 4 No Breach This Agreement does not conflict with or result in a breach of any obligation ( including any statutory , contractual or fiduciary obligation ) or constitute or result in any default under any provision of its constitution or any material provision of any agreement , deed , writ , order , injunction , judgment , law , rule or regulation to which it is a party or is subject or by which it is bound . </response>"}
{"id": "31", "text": "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 :", "annotated_text": "<response> Article 5 Representations and Warranties by the <person>Borrower</person> The <person>Borrower</person> 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 : </response>"}
{"id": "32", "text": "5 . 1 Organization , Good Standing and Qualification It is duly organized , validly existing and in good standing under , and by virtue of , the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted .", "annotated_text": "<response> 5 . 1 Organization , Good Standing and Qualification It is duly organized , validly existing and in good standing under , and by virtue of , the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted . </response>"}
{"id": "33", "text": "5 . 2 Power It has the power to execute and perform this Agreement and has obtained all necessary consents and authorizations to enable it to do so .", "annotated_text": "<response> 5 . 2 Power It has the power to execute and perform this Agreement and has obtained all necessary consents and authorizations to enable it to do so . </response>"}
{"id": "34", "text": "5 . 3 Binding Obligation This Agreement constitutes a valid and binding obligation enforceable against it in accordance with its provisions .", "annotated_text": "<response> 5 . 3 Binding Obligation This Agreement constitutes a valid and binding obligation enforceable against it in accordance with its provisions . </response>"}
{"id": "35", "text": "5 . 4 No Breach This Agreement does not conflict with or result in a breach of any obligation ( including any statutory , contractual or fiduciary obligation ) or constitute or result in any default under any provision of its constitution or any material provision of any agreement , deed , writ , order , injunction , judgment , law , rule or regulation to which it is a party or is subject or by which it is bound .", "annotated_text": "<response> 5 . 4 No Breach This Agreement does not conflict with or result in a breach of any obligation ( including any statutory , contractual or fiduciary obligation ) or constitute or result in any default under any provision of its constitution or any material provision of any agreement , deed , writ , order , injunction , judgment , law , rule or regulation to which it is a party or is subject or by which it is bound . </response>"}
{"id": "36", "text": "5 . 5 Compliance with Laws It is not required to obtain any consents or approvals from , or file a record with , any third party or government authority in connection with this Agreement and the Loan contemplated thereby .", "annotated_text": "<response> 5 . 5 Compliance with Laws It is not required to obtain any consents or approvals from , or file a record with , any third party or government authority in connection with this Agreement and the Loan contemplated thereby . </response>"}
{"id": "37", "text": "5 . 6 Solvency It is able to pay its debts as and when they fall due .", "annotated_text": "<response> 5 . 6 Solvency It is able to pay its debts as and when they fall due . </response>"}
{"id": "38", "text": "Article 6 Confidentiality All Confidential Information exchanged between the Parties under this Agreement or during the negotiations preceding this Agreement is confidential to them and may not be disclosed to any person except :", "annotated_text": "<response> Article 6 Confidentiality All Confidential Information exchanged between the Parties under this Agreement or during the negotiations preceding this Agreement is confidential to them and may not be disclosed to any person except : </response>"}
{"id": "39", "text": "6 . 1 employees , legal advisers , auditors and other consultants of a Party or its affiliates requiring the information for the purpose of this Agreement ; 6 . 2 with the consent of the Party who supplied the information ; or", "annotated_text": "<response> 6 . 1 employees , legal advisers , auditors and other consultants of a Party or its affiliates requiring the information for the purpose of this Agreement ; 6 . 2 with the consent of the Party who supplied the information ; or </response>"}
{"id": "40", "text": "6 . 3 if a Party is required to do so by law or a stock exchange .", "annotated_text": "<response> 6 . 3 if a Party is required to do so by law or a stock exchange . </response>"}
{"id": "41", "text": "Article 7 Taxes and Expenses", "annotated_text": "<response> Article 7 Taxes and Expenses </response>"}
{"id": "42", "text": "7 . 1 Taxes", "annotated_text": "<response> 7 . 1 Taxes </response>"}
{"id": "43", "text": "( 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 ;", "annotated_text": "<response> ( a ) The <person>Borrower</person> shall bear any and all tax obligations arising from this Agreement and the Loan contemplated thereby in accordance with related laws and regulations ; </response>"}
{"id": "44", "text": "( 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 .", "annotated_text": "<response> ( 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 <person>Borrower</person> . </response>"}
{"id": "45", "text": "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 .", "annotated_text": "<response> 7 . 2 Expenses The Company and the <person>Borrower</person> 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 . </response>"}
{"id": "46", "text": "Article 8 Succession and Assignment This Agreement shall bind upon the Parties and their respective successors and assignees .", "annotated_text": "<response> Article 8 Succession and Assignment This Agreement shall bind upon the Parties and their respective successors and assignees . </response>"}
{"id": "47", "text": "Without the prior written consent of the Company , the Borrower shall not transfer any of its rights or obligations under this Agreement .", "annotated_text": "<response> Without the prior written consent of the Company , the <person>Borrower</person> shall not transfer any of its rights or obligations under this Agreement . </response>"}
{"id": "48", "text": "Article 9 Notices Any notice required to be made or given by either Party pursuant to this Agreement shall be sent by hand delivery , registered mail ( postage prepaid ) ( if mailed to an overseas address , by airmail ) or fax to the address or fax number of the other Party as set forth herein or for the propose of notices , such other address or fax number as may be notified by the other Party in writing from time to time ( at least 5 business days in advance ).", "annotated_text": "<response> Article 9 Notices Any notice required to be made or given by either Party pursuant to this Agreement shall be sent by hand delivery , registered mail ( postage prepaid ) ( if mailed to an overseas address , by airmail ) or fax to the address or fax number of the other Party as set forth herein or for the propose of notices , such other address or fax number as may be notified by the other Party in writing from time to time ( at least 5 business days in advance ). </response>"}
{"id": "49", "text": "Such notice shall be deemed to be served on the recipient : if by hand delivery , at the time of delivery ; if by fax , at the time of sending ; if by registered mail ( postage prepaid ), 48 hours ( 72 hours if being airmailed overseas ) after posting .", "annotated_text": "<response> Such notice shall be deemed to be served on the recipient : if by hand delivery , at the time of delivery ; if by fax , at the time of sending ; if by registered mail ( postage prepaid ), 48 hours ( 72 hours if being airmailed overseas ) after posting . </response>"}
{"id": "50", "text": "The following contents can fully prove the service of notice : if by hand delivery and registered mail ( postage prepaid ), address is correct , notice has been appropriately delivered , posted and ( as the case may be ) and notice has been appropriately received ; if by fax transmission , sending fax machine receives an acknowledgement message : If to the Company : Attn .", "annotated_text": "<response> The following contents can fully prove the service of notice : if by hand delivery and registered mail ( postage prepaid ), address is correct , notice has been appropriately delivered , posted and ( as the case may be ) and notice has been appropriately received ; if by fax transmission , sending fax machine receives an acknowledgement message : If to the Company : Attn . </response>"}
{"id": "51", "text": ": Sidney X . Huang Address : 3F , No . 8 Building , Zhongguancun Software Park , Beijing , China Fax : 86 ( 10 ) 8282 - 5058 If to Airland : Attn .", "annotated_text": "<response> : <person>Sidney X . Huang</person> Address : <location>3F</location> , No . 8 Building , <location>Zhongguancun Software Park</location> , <location>Beijing</location> , <location>China</location> Fax : 86 ( 10 ) 8282 - 5058 If to <organization>Airland</organization> : Attn . </response>"}
{"id": "52", "text": ": Zhang Jilun Address : Rm . 701 , 36 #, Lane 100 , Tianlin East Road , Shanghai Fax : 86 ( 10 ) 5424 - 8771 If to Bizexperss : Attn .", "annotated_text": "<response> : <person>Zhang Jilun</person> Address : Rm . 701 , <location>36</location> #, <location>Lane 100</location> , <location>Tianlin East Road</location> , <location>Shanghai</location> Fax : 86 ( 10 ) 5424 - 8771 If to <organization>Bizexperss</organization> : Attn . </response>"}
{"id": "53", "text": ": Shi Rongbin Address : Rm . 501 , 44 #, Lane 345 , Guidu Road , Shanghai Fax : 86 ( 10 ) 5424 - 8771 Article 10 Applicable Law and Dispute Resolution", "annotated_text": "<response> : <person>Shi Rongbin</person> Address : Rm . 501 , <location>44</location> #, <location>Lane 345</location> , <location>Guidu Road</location> , <location>Shanghai</location> Fax : 86 ( 10 ) 5424 - 8771 Article 10 Applicable Law and Dispute Resolution </response>"}
{"id": "54", "text": "10 . 1 Applicable Law This Agreement shall be governed by and construed by the laws of Hong Kong .", "annotated_text": "<response> 10 . 1 Applicable Law This Agreement shall be governed by and construed by the laws of <location>Hong Kong</location> . </response>"}
{"id": "55", "text": "10 . 2 Dispute Resolution Any dispute or controversy arising from or in connection with this Agreement shall be resolved by the Parties through negotiations .", "annotated_text": "<response> 10 . 2 Dispute Resolution Any dispute or controversy arising from or in connection with this Agreement shall be resolved by the Parties through negotiations . </response>"}
{"id": "56", "text": "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 .", "annotated_text": "<response> 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 <organization>Hong Kong International Arbitration Center</organization> for arbitration in accordance with its arbitration rules then in effect . </response>"}
{"id": "57", "text": "Arbitral award shall be final and binding upon the Parties .", "annotated_text": "<response> Arbitral award shall be final and binding upon the Parties . </response>"}
{"id": "58", "text": "Article 11 Effectiveness This Agreement shall go into effect as of the date when it is signed by the duly authorized representatives of the Parties .", "annotated_text": "<response> Article 11 Effectiveness This Agreement shall go into effect as of the date when it is signed by the duly authorized representatives of the Parties . </response>"}
{"id": "59", "text": "IN WITNESS WHEREOF , the Parties hereto have caused this Loan Agreement to be executed by their duly authorized representatives as of the date first above written .", "annotated_text": "<response> IN WITNESS WHEREOF , the Parties hereto have caused this Loan Agreement to be executed by their duly authorized representatives as of the date first above written . </response>"}
{"id": "60", "text": "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", "annotated_text": "<response> Company <organization>Thinkplus Investments Limited</organization> By : / s / <person>Chen Shuning</person> Name : <person>Chen Shuning</person> Title : Chairman <person>Borrower</person> Airland International Limited By : / s / <person>Zhang Jilun</person> Name : <person>Zhang Jilun</person> Title : Director <organization>Bizexpress Limited</organization> By : / s / <person>Shi Rongbin</person> Name : <person>Shi Rongbin</person> Title : Director </response>"}
{"id": "61", "text": "-DOCSTART-", "annotated_text": "<response> -DOCSTART- </response>"}
{"id": "62", "text": "LOAN AGREEMENT", "annotated_text": "<response> LOAN AGREEMENT </response>"}
{"id": "63", "text": "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 \").", "annotated_text": "<response> THIS LOAN AGREEMENT , dated as of September 1 , 2003 , is entered into between <organization>PENINSULA PORTS AUTHORITY</organization> OF <location>VIRGINIA</location> , a body politic and corporate and a political subdivision of the <location>Commonwealth of Virginia</location> ( the \" Issuer \"), and <organization>DOMINION TERMINAL ASSOCIATES</organization> , a <organization>Virginia general partnership</organization> ( the \" Company \"). </response>"}
{"id": "64", "text": "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 .", "annotated_text": "<response> Chapter 46 of the Acts of Assembly of 1952 of the <location>Commonwealth of Virginia</location> , 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 . </response>"}
{"id": "65", "text": "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 .", "annotated_text": "<response> The Issuer proposes to issue its $ 43 , 160 , 000 Coal Terminal Revenue Refunding Bonds ( <organization>Dominion Terminal Associates</organization> 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 ( <organization>Dominion Terminal Associates</organization> Project ) Series 1992 ( the \" 1992 Bonds \"), all on the terms and conditions set forth in this Loan Agreement . </response>"}
{"id": "66", "text": "Accordingly , the Issuer and the Company agree as follows :", "annotated_text": "<response> Accordingly , the Issuer and the Company agree as follows : </response>"}
{"id": "67", "text": "ARTICLE I DEFINITIONS", "annotated_text": "<response> ARTICLE I DEFINITIONS </response>"}
{"id": "68", "text": "For purposes of this Loan Agreement , unless the context clearly requires otherwise , all terms defined in Article I of the Indenture have the same meanings in this Loan Agreement .", "annotated_text": "<response> For purposes of this Loan Agreement , unless the context clearly requires otherwise , all terms defined in Article I of the Indenture have the same meanings in this Loan Agreement . </response>"}
{"id": "69", "text": "In addition , the following terms have the following meanings :", "annotated_text": "<response> In addition , the following terms have the following meanings : </response>"}
{"id": "70", "text": "\" Fifth Supplemental Lease \" means the Fifth Amendment and Supplement to Lease , dated as of the date of this Loan Agreement , between the Issuer and the Company .", "annotated_text": "<response> \" Fifth Supplemental Lease \" means the Fifth Amendment and Supplement to Lease , dated as of the date of this Loan Agreement , between the Issuer and the Company . </response>"}
{"id": "71", "text": "\" 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 .", "annotated_text": "<response> \" Indenture \" means the Indenture of Trust relating to the Bonds , dated as of the date of this Loan Agreement , between the Issuer and <organization>Wachovia Bank</organization> , <organization>National Association</organization> , as Trustee , as amended or supplemented from time to time in accordance with its terms . </response>"}
{"id": "72", "text": "\" Lease \" means the Lease , dated as of October 15 , 1982 , as amended and supplemented between the Issuer and the Company .", "annotated_text": "<response> \" Lease \" means the Lease , dated as of October 15 , 1982 , as amended and supplemented between the Issuer and the Company . </response>"}
{"id": "73", "text": "\" Project \" means the Facilities described in Exhibit A .", "annotated_text": "<response> \" Project \" means the Facilities described in Exhibit A . </response>"}
{"id": "74", "text": "ARTICLE II REPRESENTATIONS", "annotated_text": "<response> ARTICLE II REPRESENTATIONS </response>"}
{"id": "75", "text": "Section 2 . 1 Representations of Issuer .", "annotated_text": "<response> Section 2 . 1 Representations of Issuer . </response>"}
{"id": "76", "text": "The Issuer represents as follows :", "annotated_text": "<response> The Issuer represents as follows : </response>"}
{"id": "77", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "78", "text": "( 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 .", "annotated_text": "<response> ( a ) The Issuer ( i ) is a body politic and corporate and a political subdivision of the <location>Commonwealth</location> , duly organized and existing under the laws of the <location>Commonwealth</location> , ( 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 <location>Commonwealth</location> , ( 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 . </response>"}
{"id": "79", "text": "( b ) Under existing statutes and decisions , no taxes on income or profits are imposed on the Issuer .", "annotated_text": "<response> ( b ) Under existing statutes and decisions , no taxes on income or profits are imposed on the Issuer . </response>"}
{"id": "80", "text": "The Issuer will not knowingly take or omit to take any action reasonably within its control that would impair the exclusion of interest on the Bonds from gross income for federal income tax purposes .", "annotated_text": "<response> The Issuer will not knowingly take or omit to take any action reasonably within its control that would impair the exclusion of interest on the Bonds from gross income for federal income tax purposes . </response>"}
{"id": "81", "text": "( c ) The execution and delivery by the Issuer of , and the consummation by the Issuer of the transactions contemplated by , this Loan Agreement , the Fifth Supplemental Lease and the Indenture will not conflict with , result in a breach of or default under or ( except with respect to the lien of the Indenture ) result in the imposition of any lien on any property of the Issuer pursuant to the terms , conditions or provisions of any statute , order , rule , regulation , agreement or instrument to which the Issuer is a party or by which it is bound .", "annotated_text": "<response> ( c ) The execution and delivery by the Issuer of , and the consummation by the Issuer of the transactions contemplated by , this Loan Agreement , the Fifth Supplemental Lease and the Indenture will not conflict with , result in a breach of or default under or ( except with respect to the lien of the Indenture ) result in the imposition of any lien on any property of the Issuer pursuant to the terms , conditions or provisions of any statute , order , rule , regulation , agreement or instrument to which the Issuer is a party or by which it is bound . </response>"}
{"id": "82", "text": "( d ) Each of this Loan Agreement , the Fifth Supplemental Lease and the Indenture has been duly authorized , executed and delivered by the Issuer and constitutes the legal , valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms , subject to applicable bankruptcy , insolvency , reorganization and similar laws of general application relating to or affecting creditors ' rights generally and subject to the availability of equitable remedies .", "annotated_text": "<response> ( d ) Each of this Loan Agreement , the Fifth Supplemental Lease and the Indenture has been duly authorized , executed and delivered by the Issuer and constitutes the legal , valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms , subject to applicable bankruptcy , insolvency , reorganization and similar laws of general application relating to or affecting creditors ' rights generally and subject to the availability of equitable remedies . </response>"}
{"id": "83", "text": "( e ) There is no litigation or proceeding pending , or to the knowledge of the Issuer threatened , which would adversely affect the validity of this Loan Agreement , the Lease , the Indenture or the Bonds or the ability of the Issuer to comply with its obligations under them .", "annotated_text": "<response> ( e ) There is no litigation or proceeding pending , or to the knowledge of the Issuer threatened , which would adversely affect the validity of this Loan Agreement , the Lease , the Indenture or the Bonds or the ability of the Issuer to comply with its obligations under them . </response>"}
{"id": "84", "text": "( 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 .", "annotated_text": "<response> ( f ) The Issuer is not in default under any of the provisions of the laws of the <location>Commonwealth</location> which would affect its existence or its powers referred to in subsection ( a ) of this Section . </response>"}
{"id": "85", "text": "The Revenues pledged under the Indenture have not been pledged in connection with any other obligation of the Issuer , and the Issuer is not in default under any other obligation which would adversely affect the transactions contemplated by this Loan Agreement , the Indenture or the Bonds .", "annotated_text": "<response> The Revenues pledged under the Indenture have not been pledged in connection with any other obligation of the Issuer , and the Issuer is not in default under any other obligation which would adversely affect the transactions contemplated by this Loan Agreement , the Indenture or the Bonds . </response>"}
{"id": "86", "text": "( g ) The Issuer , at a meeting duly held in accordance with law , has found and determined that , based on representations of the Company , all requirements of the Act have been complied with and that the issuance of the Bonds to refund the 1992 Bonds is in furtherance of the purposes for which the Issuer was created .", "annotated_text": "<response> ( g ) The Issuer , at a meeting duly held in accordance with law , has found and determined that , based on representations of the Company , all requirements of the Act have been complied with and that the issuance of the Bonds to refund the 1992 Bonds is in furtherance of the purposes for which the Issuer was created . </response>"}
{"id": "87", "text": "2", "annotated_text": "<response> 2 </response>"}
{"id": "88", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "89", "text": "( h ) No member , director , commissioner , officer or official of the Issuer having any interest ( financial , employment or other ) in the Company or the transactions contemplated by this Loan Agreement has participated in the Issuer ' s approval of such transactions .", "annotated_text": "<response> ( h ) No member , director , commissioner , officer or official of the Issuer having any interest ( financial , employment or other ) in the Company or the transactions contemplated by this Loan Agreement has participated in the Issuer ' s approval of such transactions . </response>"}
{"id": "90", "text": "( i ) The Issuer will apply the proceeds from the sale of the Bonds as specified in the Indenture and this Loan Agreement .", "annotated_text": "<response> ( i ) The Issuer will apply the proceeds from the sale of the Bonds as specified in the Indenture and this Loan Agreement . </response>"}
{"id": "91", "text": "So long as any of the Bonds remain outstanding and except as may be authorized by the Indenture , the Issuer will not issue or sell any bonds or obligations , other than the Bonds , the principal of or premium , if any , or interest on which will be payable from this Loan Agreement or the property described in the granting clauses of the Indenture .", "annotated_text": "<response> So long as any of the Bonds remain outstanding and except as may be authorized by the Indenture , the Issuer will not issue or sell any bonds or obligations , other than the Bonds , the principal of or premium , if any , or interest on which will be payable from this Loan Agreement or the property described in the granting clauses of the Indenture . </response>"}
{"id": "92", "text": "( j ) The Project is being leased by the Issuer to the Company under the Lease , this Loan Agreement is being executed in connection with the Issuer ' s ownership of the Project , and the amounts payable by the Company under this Loan Agreement are \" revenues \" within the meaning of the Act .", "annotated_text": "<response> ( j ) The Project is being leased by the Issuer to the Company under the Lease , this Loan Agreement is being executed in connection with the Issuer ' s ownership of the Project , and the amounts payable by the Company under this Loan Agreement are \" revenues \" within the meaning of the Act . </response>"}
{"id": "93", "text": "Section 2 . 2 Representations of Company .", "annotated_text": "<response> Section 2 . 2 Representations of Company . </response>"}
{"id": "94", "text": "The Company represents as follows :", "annotated_text": "<response> The Company represents as follows : </response>"}
{"id": "95", "text": "( 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 .", "annotated_text": "<response> ( a ) The Company ( i ) is a general partnership duly organized under the laws of the <location>Commonwealth</location> , ( 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 . </response>"}
{"id": "96", "text": "( b ) The execution and delivery by the Company of , and the consummation by the Company of the transactions contemplated by , this Loan Agreement , the Assignment or the Fifth Supplemental Lease will not conflict with , result in a breach of or default under or result in the imposition of any lien on any property of the Company pursuant to the terms , conditions or provisions of any statute , order , rule , regulation , agreement or instrument to which the Company is a party or by which it is bound .", "annotated_text": "<response> ( b ) The execution and delivery by the Company of , and the consummation by the Company of the transactions contemplated by , this Loan Agreement , the Assignment or the Fifth Supplemental Lease will not conflict with , result in a breach of or default under or result in the imposition of any lien on any property of the Company pursuant to the terms , conditions or provisions of any statute , order , rule , regulation , agreement or instrument to which the Company is a party or by which it is bound . </response>"}
{"id": "97", "text": "( c ) Each of this Loan Agreement , the Assignment and the Fifth Supplemental Lease has been duly authorized , executed and delivered by the Company and constitutes the legal , valid and binding obligation of the Company enforceable against the Company in accordance with its terms , subject to applicable bankruptcy , insolvency , reorganization and similar laws of general applicability relating to or affecting creditors ' rights generally and subject to the availability of equitable remedies .", "annotated_text": "<response> ( c ) Each of this Loan Agreement , the Assignment and the Fifth Supplemental Lease has been duly authorized , executed and delivered by the Company and constitutes the legal , valid and binding obligation of the Company enforceable against the Company in accordance with its terms , subject to applicable bankruptcy , insolvency , reorganization and similar laws of general applicability relating to or affecting creditors ' rights generally and subject to the availability of equitable remedies . </response>"}
{"id": "98", "text": "( d ) There is no litigation or proceeding pending , or to the knowledge of the Company threatened , which could adversely affect the validity of this Loan Agreement , the Assignment or the Lease or the ability of the Company to comply with its obligations under them .", "annotated_text": "<response> ( d ) There is no litigation or proceeding pending , or to the knowledge of the Company threatened , which could adversely affect the validity of this Loan Agreement , the Assignment or the Lease or the ability of the Company to comply with its obligations under them . </response>"}
{"id": "99", "text": "3", "annotated_text": "<response> 3 </response>"}
{"id": "100", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "101", "text": "( e ) The information contained in all written information relating to the Project and the Bonds provided by the Company to the Issuer and bond counsel for the Bonds is true and correct in all material respects .", "annotated_text": "<response> ( e ) The information contained in all written information relating to the Project and the Bonds provided by the Company to the Issuer and bond counsel for the Bonds is true and correct in all material respects . </response>"}
{"id": "102", "text": "( f ) The Project consists and will consist of the facilities described in Exhibit A , and no changes will be made in the Project except as permitted by Section 3 . 2 .", "annotated_text": "<response> ( f ) The Project consists and will consist of the facilities described in Exhibit A , and no changes will be made in the Project except as permitted by Section 3 . 2 . </response>"}
{"id": "103", "text": "ARTICLE III COMPLETION OF THE PROJECT", "annotated_text": "<response> ARTICLE III COMPLETION OF THE PROJECT </response>"}
{"id": "104", "text": "Section 3 . 1 Project Complete .", "annotated_text": "<response> Section 3 . 1 Project Complete . </response>"}
{"id": "105", "text": "The acquisition and construction of the Project has been completed as contemplated by the Lease .", "annotated_text": "<response> The acquisition and construction of the Project has been completed as contemplated by the Lease . </response>"}
{"id": "106", "text": "Section 3 . 2 Project Use .", "annotated_text": "<response> Section 3 . 2 Project Use . </response>"}
{"id": "107", "text": "The Company will not make any material change in the intended use of the Project unless the Trustee and the Issuer receive an Opinion of Tax Counsel to the effect that such change will not impair the exclusion of interest on the Bonds from the gross income of the owners of the Bonds for federal income tax purposes .", "annotated_text": "<response> The Company will not make any material change in the intended use of the Project unless the Trustee and the Issuer receive an Opinion of Tax Counsel to the effect that such change will not impair the exclusion of interest on the Bonds from the gross income of the owners of the Bonds for federal income tax purposes . </response>"}
{"id": "108", "text": "Section 3 . 3 Operation of Project .", "annotated_text": "<response> Section 3 . 3 Operation of Project . </response>"}
{"id": "109", "text": "So long as the Company operates the Project , it will operate it so as not to impair the exclusion of interest on the Bonds from the gross income of the owners of the Bonds for federal income tax purposes and so that the Project will constitute \" port facilities \" within the meaning of the Act .", "annotated_text": "<response> So long as the Company operates the Project , it will operate it so as not to impair the exclusion of interest on the Bonds from the gross income of the owners of the Bonds for federal income tax purposes and so that the Project will constitute \" port facilities \" within the meaning of the Act . </response>"}
{"id": "110", "text": "ARTICLE IV ISSUANCE OF BONDS", "annotated_text": "<response> ARTICLE IV ISSUANCE OF BONDS </response>"}
{"id": "111", "text": "Section 4 . 1 Issuance of Bonds .", "annotated_text": "<response> Section 4 . 1 Issuance of Bonds . </response>"}
{"id": "112", "text": "In order to refund the 1992 Bonds , the Issuer will issue , sell and deliver the Bonds to their initial purchasers and deposit the proceeds of the Bonds with the Trustee as provided in Article IV of the Indenture .", "annotated_text": "<response> In order to refund the 1992 Bonds , the Issuer will issue , sell and deliver the Bonds to their initial purchasers and deposit the proceeds of the Bonds with the Trustee as provided in Article IV of the Indenture . </response>"}
{"id": "113", "text": "Such deposit will constitute a loan to the Company under this Loan Agreement .", "annotated_text": "<response> Such deposit will constitute a loan to the Company under this Loan Agreement . </response>"}
{"id": "114", "text": "In consideration for the refunding by the Issuer of the 1992 Bonds which relieves the Company of its obligation to pay an amount sufficient to pay the 1992 Bonds , the Company agrees to make the payments required in Section 5 . 1 .", "annotated_text": "<response> In consideration for the refunding by the Issuer of the 1992 Bonds which relieves the Company of its obligation to pay an amount sufficient to pay the 1992 Bonds , the Company agrees to make the payments required in Section 5 . 1 . </response>"}
{"id": "115", "text": "The Issuer authorizes the Trustee to disburse the proceeds of the Bonds in accordance with Section 4 . 1 of the Indenture .", "annotated_text": "<response> The Issuer authorizes the Trustee to disburse the proceeds of the Bonds in accordance with Section 4 . 1 of the Indenture . </response>"}
{"id": "116", "text": "The Company approves the Indenture and the issuance by the Issuer of the Bonds .", "annotated_text": "<response> The Company approves the Indenture and the issuance by the Issuer of the Bonds . </response>"}
{"id": "117", "text": "ARTICLE V REPAYMENT OF LOAN", "annotated_text": "<response> ARTICLE V REPAYMENT OF LOAN </response>"}
{"id": "118", "text": "Section 5 . 1 Repayment of Loan and Payment of Purchase Price of Bonds .", "annotated_text": "<response> Section 5 . 1 Repayment of Loan and Payment of Purchase Price of Bonds . </response>"}
{"id": "119", "text": "( a ) The Company will repay the loan made to it under Section 4 . 1 as follows : By 10 : 00 a . m . eastern time on each day on which any payment of principal of , premium , if any , and interest on Bonds becomes due ( whether at maturity , or upon redemption or acceleration or otherwise ), the Company will pay an amount which , together with other moneys held by the Trustee under the Indenture and available for such purpose , will enable the Trustee to make such payment in full in a timely manner .", "annotated_text": "<response> ( a ) The Company will repay the loan made to it under Section 4 . 1 as follows : By 10 : 00 a . m . eastern time on each day on which any payment of principal of , premium , if any , and interest on Bonds becomes due ( whether at maturity , or upon redemption or acceleration or otherwise ), the Company will pay an amount which , together with other moneys held by the Trustee under the Indenture and available for such purpose , will enable the Trustee to make such payment in full in a timely manner . </response>"}
{"id": "120", "text": "If the Company defaults in any payment required by this Section , the Company will pay interest ( to the extent allowed by law ) on such amount until paid at the rate provided for in the Bonds .", "annotated_text": "<response> If the Company defaults in any payment required by this Section , the Company will pay interest ( to the extent allowed by law ) on such amount until paid at the rate provided for in the Bonds . </response>"}
{"id": "121", "text": "4", "annotated_text": "<response> 4 </response>"}
{"id": "122", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "123", "text": "( b ) The Company will pay to the Trustee , on each day on which a payment of purchase price of a Bond which has been put or is to be purchased in lieu of redemption becomes due , an amount which , together with other moneys held by the Trustee under the Indenture and available for such purpose , will enable the Trustee to make such payment in full in a timely manner .", "annotated_text": "<response> ( b ) The Company will pay to the Trustee , on each day on which a payment of purchase price of a Bond which has been put or is to be purchased in lieu of redemption becomes due , an amount which , together with other moneys held by the Trustee under the Indenture and available for such purpose , will enable the Trustee to make such payment in full in a timely manner . </response>"}
{"id": "124", "text": "( c ) In furtherance of the foregoing , so long as any Bonds are outstanding the Company will pay all amounts required to prevent any deficiency or default in any payment of the Bonds , including any deficiency caused by an act or failure to act by the Trustee , the Company , the Issuer , the Remarketing Agent or any other person .", "annotated_text": "<response> ( c ) In furtherance of the foregoing , so long as any Bonds are outstanding the Company will pay all amounts required to prevent any deficiency or default in any payment of the Bonds , including any deficiency caused by an act or failure to act by the Trustee , the Company , the Issuer , the Remarketing Agent or any other person . </response>"}
{"id": "125", "text": "( d ) All amounts payable under this Section by the Company are assigned by the Issuer to the Trustee pursuant to the Indenture for the benefit of the Bondholders .", "annotated_text": "<response> ( d ) All amounts payable under this Section by the Company are assigned by the Issuer to the Trustee pursuant to the Indenture for the benefit of the Bondholders . </response>"}
{"id": "126", "text": "The Company consents to such assignment .", "annotated_text": "<response> The Company consents to such assignment . </response>"}
{"id": "127", "text": "Accordingly , the Company will pay directly to the Trustee at its principal corporate trust office all payments payable by the Company pursuant to this Section .", "annotated_text": "<response> Accordingly , the Company will pay directly to the Trustee at its principal corporate trust office all payments payable by the Company pursuant to this Section . </response>"}
{"id": "128", "text": "( e ) The Company need not pay any amount paid to Bondholders by a draw on any Letter of Credit .", "annotated_text": "<response> ( e ) The Company need not pay any amount paid to Bondholders by a draw on any Letter of Credit . </response>"}
{"id": "129", "text": "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 .", "annotated_text": "<response> The Company will pay directly to the <organization>Bank</organization> , in accordance with the reimbursement agreement pursuant to which such Letter of Credit was issued , amounts owed with respect to Reimbursement Obligations . </response>"}
{"id": "130", "text": "( 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 .", "annotated_text": "<response> ( 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 <organization>Pittston Coal Terminal Corporation</organization> pursuant to the Assignment or by the Parent Company pursuant to the Parent Company Guaranty . </response>"}
{"id": "131", "text": "Section 5 . 2 Additional Payments .", "annotated_text": "<response> Section 5 . 2 Additional Payments . </response>"}
{"id": "132", "text": "The Company will also pay the following within 30 days after receipt of a written request for payment :", "annotated_text": "<response> The Company will also pay the following within 30 days after receipt of a written request for payment : </response>"}
{"id": "133", "text": "( a ) The reasonable fees and expenses of the Issuer incurred in connection with the execution and delivery of , and the performance of the Issuer ' s obligations under , this Loan Agreement , the Indenture , the Bonds , and other related documents to which the Issuer is a party , such fees and expenses to be paid directly to the Issuer or as directed by it .", "annotated_text": "<response> ( a ) The reasonable fees and expenses of the Issuer incurred in connection with the execution and delivery of , and the performance of the Issuer ' s obligations under , this Loan Agreement , the Indenture , the Bonds , and other related documents to which the Issuer is a party , such fees and expenses to be paid directly to the Issuer or as directed by it . </response>"}
{"id": "134", "text": "( 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 .", "annotated_text": "<response> ( b ) The fees and expenses of the Trustee , any Paying Agent , the <organization>Remarketing Agent</organization> 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 . </response>"}
{"id": "135", "text": "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 .", "annotated_text": "<response> All such fees and expenses are to be paid directly to the Trustee , <organization>Paying Agent</organization> , the <organization>Remarketing Agent</organization> or other fiduciary or agent for its own account as and when such fees and expenses become due and payable . </response>"}
{"id": "136", "text": "5", "annotated_text": "<response> 5 </response>"}
{"id": "137", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "138", "text": "Section 5 . 3 Prepayments .", "annotated_text": "<response> Section 5 . 3 Prepayments . </response>"}
{"id": "139", "text": "The Company may at any time and from time to time prepay to the Trustee all or any part of the amounts payable under Section 5 . 1 .", "annotated_text": "<response> The Company may at any time and from time to time prepay to the Trustee all or any part of the amounts payable under Section 5 . 1 . </response>"}
{"id": "140", "text": "A prepayment will not relieve the Company of its obligations under this Loan Agreement until all the Bonds have been paid or provision for their payment made in accordance with the Indenture .", "annotated_text": "<response> A prepayment will not relieve the Company of its obligations under this Loan Agreement until all the Bonds have been paid or provision for their payment made in accordance with the Indenture . </response>"}
{"id": "141", "text": "In the event of a mandatory redemption of the Bonds , the Company will prepay all amounts necessary for such redemption .", "annotated_text": "<response> In the event of a mandatory redemption of the Bonds , the Company will prepay all amounts necessary for such redemption . </response>"}
{"id": "142", "text": "Section 5 . 4 Assignment of Throughput Payments .", "annotated_text": "<response> Section 5 . 4 Assignment of Throughput Payments . </response>"}
{"id": "143", "text": "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 .", "annotated_text": "<response> 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 <organization>Pittston Coal Terminal Corporation</organization> with respect to the Bonds under Section 3 . 2 ( a )( ix ) of the Throughput Agreement . </response>"}
{"id": "144", "text": "Section 5 . 5 Obligations of Company Unconditional .", "annotated_text": "<response> Section 5 . 5 Obligations of Company Unconditional . </response>"}
{"id": "145", "text": "The obligations of the Company to make the payments required by Sections 5 . 1 and 5 . 3 and to perform its other agreements contained in this Loan Agreement are absolute and unconditional .", "annotated_text": "<response> The obligations of the Company to make the payments required by Sections 5 . 1 and 5 . 3 and to perform its other agreements contained in this Loan Agreement are absolute and unconditional . </response>"}
{"id": "146", "text": "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 .", "annotated_text": "<response> 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 <location>United States</location> or of the <location>Commonwealth</location> 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 . </response>"}
{"id": "147", "text": "ARTICLE VI OTHER COMPANY AGREEMENTS", "annotated_text": "<response> ARTICLE VI OTHER COMPANY AGREEMENTS </response>"}
{"id": "148", "text": "Section 6 . 1 Maintenance of Existence .", "annotated_text": "<response> Section 6 . 1 Maintenance of Existence . </response>"}
{"id": "149", "text": "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 .", "annotated_text": "<response> The Company will maintain its existence as a general partnership under the laws of the <location>Commonwealth</location> 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 <location>United States</location> , any state or the District of <location>Columbia</location> , 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 . </response>"}
{"id": "150", "text": "Section 6 . 2 Payment of Taxes .", "annotated_text": "<response> Section 6 . 2 Payment of Taxes . </response>"}
{"id": "151", "text": "The Company will pay all taxes and other governmental charges and assessments , if any , that are levied , assessed or imposed upon any interest of the Issuer or the Trustee in this Loan Agreement or any payment received by or due to the Issuer or the Trustee ( other than their fees ) pursuant to this Loan Agreement .", "annotated_text": "<response> The Company will pay all taxes and other governmental charges and assessments , if any , that are levied , assessed or imposed upon any interest of the Issuer or the Trustee in this Loan Agreement or any payment received by or due to the Issuer or the Trustee ( other than their fees ) pursuant to this Loan Agreement . </response>"}
{"id": "152", "text": "6", "annotated_text": "<response> 6 </response>"}
{"id": "153", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "154", "text": "Section 6 . 3 Arbitrage .", "annotated_text": "<response> Section 6 . 3 Arbitrage . </response>"}
{"id": "155", "text": "The Company covenants with the Issuer and for and on behalf of the purchasers and owners of the Bonds from time to time outstanding that , so long as any of the Bonds remain outstanding , moneys on deposit in any fund in connection with the Bonds , whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other sources , will not be used in a manner which will cause the Bonds to be \" arbitrage bonds \" within the meaning of Section 148 of the Code , and any lawful regulations promulgated thereunder , as they exist on this date , or may from time to time hereafter be amended , supplemented or revised .", "annotated_text": "<response> The Company covenants with the Issuer and for and on behalf of the purchasers and owners of the Bonds from time to time outstanding that , so long as any of the Bonds remain outstanding , moneys on deposit in any fund in connection with the Bonds , whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other sources , will not be used in a manner which will cause the Bonds to be \" arbitrage bonds \" within the meaning of Section 148 of the Code , and any lawful regulations promulgated thereunder , as they exist on this date , or may from time to time hereafter be amended , supplemented or revised . </response>"}
{"id": "156", "text": "Section 6 . 4 Company ' s Obligation with Respect to Tax Exemption of Interest Paid on the Bonds .", "annotated_text": "<response> Section 6 . 4 Company ' s Obligation with Respect to Tax Exemption of Interest Paid on the Bonds . </response>"}
{"id": "157", "text": "Notwithstanding any other provision of this Loan Agreement , the Company covenants and agrees that it will not knowingly take or authorize or permit , to the extent such action is within its control , any action to be taken with respect to the Project , or the proceeds of the Bonds ( including investment earnings ), insurance , condemnation , or any other proceeds derived directly or indirectly in connection with the Project , which will result in the loss of the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code ( except for any Bond during any period while it is held by a person referred to in Section 147 ( a ) of the Code ); and the Company also will not knowingly omit to take any action in its power which , if omitted , would cause the above result .", "annotated_text": "<response> Notwithstanding any other provision of this Loan Agreement , the Company covenants and agrees that it will not knowingly take or authorize or permit , to the extent such action is within its control , any action to be taken with respect to the Project , or the proceeds of the Bonds ( including investment earnings ), insurance , condemnation , or any other proceeds derived directly or indirectly in connection with the Project , which will result in the loss of the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code ( except for any Bond during any period while it is held by a person referred to in Section 147 ( a ) of the Code ); and the Company also will not knowingly omit to take any action in its power which , if omitted , would cause the above result . </response>"}
{"id": "158", "text": "The inclusion of interest on any Bond in the computation of the alternative minimum tax imposed by Section 55 of the Code or the branch profits tax on foreign corporations imposed by Section 884 of the Code does not constitute a loss of the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code within the meaning of this Section .", "annotated_text": "<response> The inclusion of interest on any Bond in the computation of the alternative minimum tax imposed by Section 55 of the Code or the branch profits tax on foreign corporations imposed by Section 884 of the Code does not constitute a loss of the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code within the meaning of this Section . </response>"}
{"id": "159", "text": "This provision will control in case of conflict or ambiguity with any other provision of this Loan Agreement .", "annotated_text": "<response> This provision will control in case of conflict or ambiguity with any other provision of this Loan Agreement . </response>"}
{"id": "160", "text": "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 .", "annotated_text": "<response> The Company covenants and agrees to notify the Trustee , the Issuer and , if a Letter of Credit is in effect , the <organization>Bank</organization> 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 . </response>"}
{"id": "161", "text": "The Company , at its sole expense , will take all steps necessary to cause the requirements of Section 148 ( f ) of the Code to be satisfied with respect to the Bonds , including , but not limited to , all reporting and rebate requirements , and will , upon request , provide the Trustee with evidence of such compliance .", "annotated_text": "<response> The Company , at its sole expense , will take all steps necessary to cause the requirements of Section 148 ( f ) of the Code to be satisfied with respect to the Bonds , including , but not limited to , all reporting and rebate requirements , and will , upon request , provide the Trustee with evidence of such compliance . </response>"}
{"id": "162", "text": "Section 6 . 5 Issuer Fees and Expenses .", "annotated_text": "<response> Section 6 . 5 Issuer Fees and Expenses . </response>"}
{"id": "163", "text": "The Company shall pay to or on behalf of the Issuer , its reasonable costs and expenses incurred or to be paid by the Issuer directly related to the issuance and delivery of the Bonds , the refunding of the 1992 Bonds and the performance of its duties and responsibilities pursuant to this Loan Agreement , the Indenture or other documents or instruments by which it is bound in connection therewith , including the fees of its counsel and other advisors and the reasonable administrative fees of the Issuer , which Issuer fees consist of an application fee of $ 1 , 000 , a special meeting fee of $ 700 , a one - time closing fee of $ 200 and a one - time administrative fee of $ 37 , 830 .", "annotated_text": "<response> The Company shall pay to or on behalf of the Issuer , its reasonable costs and expenses incurred or to be paid by the Issuer directly related to the issuance and delivery of the Bonds , the refunding of the 1992 Bonds and the performance of its duties and responsibilities pursuant to this Loan Agreement , the Indenture or other documents or instruments by which it is bound in connection therewith , including the fees of its counsel and other advisors and the reasonable administrative fees of the Issuer , which Issuer fees consist of an application fee of $ 1 , 000 , a special meeting fee of $ 700 , a one - time closing fee of $ 200 and a one - time administrative fee of $ 37 , 830 . </response>"}
{"id": "164", "text": "7", "annotated_text": "<response> 7 </response>"}
{"id": "165", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "166", "text": "ARTICLE VII NO RECOURSE TO ISSUER ; INDEMNIFICATION", "annotated_text": "<response> ARTICLE VII NO RECOURSE TO ISSUER ; INDEMNIFICATION </response>"}
{"id": "167", "text": "Section 7 . 1 No Recourse to Issuer .", "annotated_text": "<response> Section 7 . 1 No Recourse to Issuer . </response>"}
{"id": "168", "text": "The Bonds will at all times constitute special , limited obligations of the Issuer .", "annotated_text": "<response> The Bonds will at all times constitute special , limited obligations of the Issuer . </response>"}
{"id": "169", "text": "The Issuer will not be obligated to pay the Bonds except from revenues provided by the Company .", "annotated_text": "<response> The Issuer will not be obligated to pay the Bonds except from revenues provided by the Company . </response>"}
{"id": "170", "text": "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 .", "annotated_text": "<response> The issuance of the Bonds will not directly or indirectly or contingently obligate the Issuer , the <location>Commonwealth</location> or any of its political subdivisions to levy or pledge any form of taxation whatever or to make any appropriation for their payment . </response>"}
{"id": "171", "text": "Neither the Issuer nor any commissioner or officer of the Issuer nor any person executing the Bonds will be liable personally for the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds .", "annotated_text": "<response> Neither the Issuer nor any commissioner or officer of the Issuer nor any person executing the Bonds will be liable personally for the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds . </response>"}
{"id": "172", "text": "Section 7 . 2 Indemnification .", "annotated_text": "<response> Section 7 . 2 Indemnification . </response>"}
{"id": "173", "text": "The Company will , at its expense , indemnify and save harmless the Issuer and its commissioners , officers , employees and agents against and from any and all claims , damages , demands , expenses , liabilities and losses of every kind asserted by or on behalf of any person , firm , corporation or governmental authority arising out of , resulting from or in any way connected with the condition , use , possession , conduct , management , planning , design , acquisition , construction , installation or financing of the Project .", "annotated_text": "<response> The Company will , at its expense , indemnify and save harmless the Issuer and its commissioners , officers , employees and agents against and from any and all claims , damages , demands , expenses , liabilities and losses of every kind asserted by or on behalf of any person , firm , corporation or governmental authority arising out of , resulting from or in any way connected with the condition , use , possession , conduct , management , planning , design , acquisition , construction , installation or financing of the Project . </response>"}
{"id": "174", "text": "The Company will also , at its expense , indemnify and save harmless the Issuer against and from all costs , reasonable counsel fees , expenses and liabilities incurred in any action or proceeding brought by reason of any such claim or demand .", "annotated_text": "<response> The Company will also , at its expense , indemnify and save harmless the Issuer against and from all costs , reasonable counsel fees , expenses and liabilities incurred in any action or proceeding brought by reason of any such claim or demand . </response>"}
{"id": "175", "text": "If any proceeding is brought against the Issuer by reason of any such claim or demand , the Company will , upon written notice from the Issuer , defend such proceeding on behalf of the Issuer .", "annotated_text": "<response> If any proceeding is brought against the Issuer by reason of any such claim or demand , the Company will , upon written notice from the Issuer , defend such proceeding on behalf of the Issuer . </response>"}
{"id": "176", "text": "Notwithstanding the foregoing , the Company will not be obligated to indemnify the Issuer or any of its commissioners , officers , employees or agents or hold any of them harmless against or from or in respect of any claim , damage , demand , expense , liability or loss arising from the intentional or willful misconduct or gross negligence of the Issuer or any of its commissioners , officers , employees or agents or any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact describing the Issuer in any official statement or preliminary official statement relating to the Bonds .", "annotated_text": "<response> Notwithstanding the foregoing , the Company will not be obligated to indemnify the Issuer or any of its commissioners , officers , employees or agents or hold any of them harmless against or from or in respect of any claim , damage , demand , expense , liability or loss arising from the intentional or willful misconduct or gross negligence of the Issuer or any of its commissioners , officers , employees or agents or any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact describing the Issuer in any official statement or preliminary official statement relating to the Bonds . </response>"}
{"id": "177", "text": "The Company agrees upon the terms and conditions and subject to the limitations set forth in this Loan Agreement , including the limitation on the liability of the Partners in Section 10 . 11 , to indemnify the Trustee and the Paying Agent for , and to hold them harmless against , any loss , liability or expense incurred without negligence or bad faith on their part , arising out of or in connection with the acceptance or administration of the trust created by the Indenture , including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under this Loan Agreement .", "annotated_text": "<response> The Company agrees upon the terms and conditions and subject to the limitations set forth in this Loan Agreement , including the limitation on the liability of the Partners in Section 10 . 11 , to indemnify the Trustee and the Paying Agent for , and to hold them harmless against , any loss , liability or expense incurred without negligence or bad faith on their part , arising out of or in connection with the acceptance or administration of the trust created by the Indenture , including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under this Loan Agreement . </response>"}
{"id": "178", "text": "ARTICLE VIII ASSIGNMENT", "annotated_text": "<response> ARTICLE VIII ASSIGNMENT </response>"}
{"id": "179", "text": "Section 8 . 1 Assignment by Company .", "annotated_text": "<response> Section 8 . 1 Assignment by Company . </response>"}
{"id": "180", "text": "The Company may assign its rights and obligations under this Loan Agreement without the consent of either the Issuer or the Trustee , but , except as provided in Section 6 . 1 , no assignment will relieve the Company from primary liability for any obligations under this Loan Agreement .", "annotated_text": "<response> The Company may assign its rights and obligations under this Loan Agreement without the consent of either the Issuer or the Trustee , but , except as provided in Section 6 . 1 , no assignment will relieve the Company from primary liability for any obligations under this Loan Agreement . </response>"}
{"id": "181", "text": "8", "annotated_text": "<response> 8 </response>"}
{"id": "182", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "183", "text": "Section 8 . 2 Assignment by Issuer .", "annotated_text": "<response> Section 8 . 2 Assignment by Issuer . </response>"}
{"id": "184", "text": "The Issuer will assign its rights under and interest in this Loan Agreement ( except for the Unassigned Rights ) to the Trustee pursuant to the Indenture , it being understood and agreed that such assignment will be an absolute assignment , but without recourse to or representation by the Issuer .", "annotated_text": "<response> The Issuer will assign its rights under and interest in this Loan Agreement ( except for the Unassigned Rights ) to the Trustee pursuant to the Indenture , it being understood and agreed that such assignment will be an absolute assignment , but without recourse to or representation by the Issuer . </response>"}
{"id": "185", "text": "Otherwise , the Issuer will not sell , assign or otherwise dispose of its rights under or interest in this Loan Agreement nor create or permit to exist any lien , encumbrance or other security interest in or on such rights or interest .", "annotated_text": "<response> Otherwise , the Issuer will not sell , assign or otherwise dispose of its rights under or interest in this Loan Agreement nor create or permit to exist any lien , encumbrance or other security interest in or on such rights or interest . </response>"}
{"id": "186", "text": "ARTICLE IX DEFAULTS AND REMEDIES", "annotated_text": "<response> ARTICLE IX DEFAULTS AND REMEDIES </response>"}
{"id": "187", "text": "Section 9 . 1 Remedies on Default .", "annotated_text": "<response> Section 9 . 1 Remedies on Default . </response>"}
{"id": "188", "text": "Whenever any Event of Default under the Indenture has occurred and is continuing , the Trustee may take whatever action may appear necessary or desirable to collect the payments then due and to become due or to enforce performance of any agreement of the Company in this Loan Agreement .", "annotated_text": "<response> Whenever any Event of Default under the Indenture has occurred and is continuing , the Trustee may take whatever action may appear necessary or desirable to collect the payments then due and to become due or to enforce performance of any agreement of the Company in this Loan Agreement . </response>"}
{"id": "189", "text": "In addition , if an Event of Default under the Indenture has occurred and is continuing with respect to any of the Unassigned Rights , the Issuer may take whatever action may appear necessary or desirable to it to enforce performance by the Company of such Unassigned Rights .", "annotated_text": "<response> In addition , if an Event of Default under the Indenture has occurred and is continuing with respect to any of the Unassigned Rights , the Issuer may take whatever action may appear necessary or desirable to it to enforce performance by the Company of such Unassigned Rights . </response>"}
{"id": "190", "text": "Any amounts collected pursuant to action taken under this Section ( except for amounts payable directly to or on behalf of the Issuer or the Trustee pursuant to Sections 5 . 2 , 7 . 2 and 9 . 3 ) will be applied in accordance with the Indenture .", "annotated_text": "<response> Any amounts collected pursuant to action taken under this Section ( except for amounts payable directly to or on behalf of the Issuer or the Trustee pursuant to Sections 5 . 2 , 7 . 2 and 9 . 3 ) will be applied in accordance with the Indenture . </response>"}
{"id": "191", "text": "Nothing in this Loan Agreement will be construed to permit the Issuer , the Trustee or any Bondholder or any receiver in any proceeding brought under the Indenture to take possession or use of or exclude the Company from possession or use of the Project by reason of the occurrence of an Event of Default .", "annotated_text": "<response> Nothing in this Loan Agreement will be construed to permit the Issuer , the Trustee or any Bondholder or any receiver in any proceeding brought under the Indenture to take possession or use of or exclude the Company from possession or use of the Project by reason of the occurrence of an Event of Default . </response>"}
{"id": "192", "text": "Section 9 . 2 Delay Not Waiver ; Remedies .", "annotated_text": "<response> Section 9 . 2 Delay Not Waiver ; Remedies . </response>"}
{"id": "193", "text": "A delay or omission by the Issuer or the Trustee in exercising any right or remedy accruing upon an Event of Default will not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default .", "annotated_text": "<response> A delay or omission by the Issuer or the Trustee in exercising any right or remedy accruing upon an Event of Default will not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default . </response>"}
{"id": "194", "text": "No remedy is exclusive of any other remedy .", "annotated_text": "<response> No remedy is exclusive of any other remedy . </response>"}
{"id": "195", "text": "All available remedies are cumulative .", "annotated_text": "<response> All available remedies are cumulative . </response>"}
{"id": "196", "text": "Section 9 . 3 Attorneys ' Fees and Expenses .", "annotated_text": "<response> Section 9 . 3 Attorneys ' Fees and Expenses . </response>"}
{"id": "197", "text": "If the Company should default under any provision of this Loan Agreement and the Issuer should employ attorneys or incur other expenses for the collection of the payments due under this Loan Agreement , the Company will on demand pay to the Issuer or as directed by it the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Issuer .", "annotated_text": "<response> If the Company should default under any provision of this Loan Agreement and the Issuer should employ attorneys or incur other expenses for the collection of the payments due under this Loan Agreement , the Company will on demand pay to the Issuer or as directed by it the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Issuer . </response>"}
{"id": "198", "text": "9", "annotated_text": "<response> 9 </response>"}
{"id": "199", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "200", "text": "ARTICLE X MISCELLANEOUS", "annotated_text": "<response> ARTICLE X MISCELLANEOUS </response>"}
{"id": "201", "text": "Section 10 . 1 Notices .", "annotated_text": "<response> Section 10 . 1 Notices . </response>"}
{"id": "202", "text": "All notices or other communications under this Loan Agreement will be sufficiently given and will be deemed given when delivered or mailed as provided in the Indenture .", "annotated_text": "<response> All notices or other communications under this Loan Agreement will be sufficiently given and will be deemed given when delivered or mailed as provided in the Indenture . </response>"}
{"id": "203", "text": "Section 10 . 2 Binding Effect .", "annotated_text": "<response> Section 10 . 2 Binding Effect . </response>"}
{"id": "204", "text": "This Loan Agreement will inure to the benefit of and will be binding upon the Issuer , the Company and their respective successors and assigns , subject , however , to the limitations contained in Section 6 . 1 .", "annotated_text": "<response> This Loan Agreement will inure to the benefit of and will be binding upon the Issuer , the Company and their respective successors and assigns , subject , however , to the limitations contained in Section 6 . 1 . </response>"}
{"id": "205", "text": "Section 10 . 3 Severability .", "annotated_text": "<response> Section 10 . 3 Severability . </response>"}
{"id": "206", "text": "If any provision of this Loan Agreement is determined to be unenforceable at any time , that will not affect any other provision of this Loan Agreement or the enforceability of that provision at any other time .", "annotated_text": "<response> If any provision of this Loan Agreement is determined to be unenforceable at any time , that will not affect any other provision of this Loan Agreement or the enforceability of that provision at any other time . </response>"}
{"id": "207", "text": "Section 10 . 4 Amendments .", "annotated_text": "<response> Section 10 . 4 Amendments . </response>"}
{"id": "208", "text": "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 .", "annotated_text": "<response> 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 <organization>Bank</organization> and in accordance with the provisions of the Indenture . </response>"}
{"id": "209", "text": "Section 10 . 5 Right of Company To Perform Issuer ' s Agreements .", "annotated_text": "<response> Section 10 . 5 Right of Company To Perform Issuer ' s Agreements . </response>"}
{"id": "210", "text": "The Issuer irrevocably authorizes and empowers the Company to perform in the name and on behalf of the Issuer any agreement made by the Issuer in this Loan Agreement or in the Indenture which the Issuer fails to perform in a timely fashion if the continuance of such failure could result in an Event of Default .", "annotated_text": "<response> The Issuer irrevocably authorizes and empowers the Company to perform in the name and on behalf of the Issuer any agreement made by the Issuer in this Loan Agreement or in the Indenture which the Issuer fails to perform in a timely fashion if the continuance of such failure could result in an Event of Default . </response>"}
{"id": "211", "text": "This Section will not require the Company to perform any agreement of the Issuer .", "annotated_text": "<response> This Section will not require the Company to perform any agreement of the Issuer . </response>"}
{"id": "212", "text": "Section 10 . 6 Applicable Law .", "annotated_text": "<response> Section 10 . 6 Applicable Law . </response>"}
{"id": "213", "text": "This Loan Agreement will be governed by and construed in accordance with the laws of the Commonwealth .", "annotated_text": "<response> This Loan Agreement will be governed by and construed in accordance with the laws of the <location>Commonwealth</location> . </response>"}
{"id": "214", "text": "Section 10 . 7 Captions ; References to Sections .", "annotated_text": "<response> Section 10 . 7 Captions ; References to Sections . </response>"}
{"id": "215", "text": "The captions in this Loan Agreement are for convenience only and do not define or limit the scope or intent of any provisions or Sections of this Loan Agreement .", "annotated_text": "<response> The captions in this Loan Agreement are for convenience only and do not define or limit the scope or intent of any provisions or Sections of this Loan Agreement . </response>"}
{"id": "216", "text": "References to Articles and Sections are to the Articles and Sections of this Loan Agreement , unless the context otherwise requires .", "annotated_text": "<response> References to Articles and Sections are to the Articles and Sections of this Loan Agreement , unless the context otherwise requires . </response>"}
{"id": "217", "text": "Section 10 . 8 Complete Agreement .", "annotated_text": "<response> Section 10 . 8 Complete Agreement . </response>"}
{"id": "218", "text": "This Loan Agreement represents the entire agreement between the Issuer and the Company with respect to its subject matter .", "annotated_text": "<response> This Loan Agreement represents the entire agreement between the Issuer and the Company with respect to its subject matter . </response>"}
{"id": "219", "text": "Section 10 . 9 Termination .", "annotated_text": "<response> Section 10 . 9 Termination . </response>"}
{"id": "220", "text": "When no Bonds are Outstanding under the Indenture , the Company and the Issuer will have no further obligations under this Loan Agreement , except for the Company ' s obligations under Sections 5 . 2 , 6 . 3 , 6 . 4 , 7 . 2 and 9 . 3 .", "annotated_text": "<response> When no Bonds are Outstanding under the Indenture , the Company and the Issuer will have no further obligations under this Loan Agreement , except for the Company ' s obligations under Sections 5 . 2 , 6 . 3 , 6 . 4 , 7 . 2 and 9 . 3 . </response>"}
{"id": "221", "text": "Section 10 . 10 Counterparts .", "annotated_text": "<response> Section 10 . 10 Counterparts . </response>"}
{"id": "222", "text": "This Loan Agreement may be signed in several counterparts .", "annotated_text": "<response> This Loan Agreement may be signed in several counterparts . </response>"}
{"id": "223", "text": "Each will be an original , but all of them together constitute the same instrument .", "annotated_text": "<response> Each will be an original , but all of them together constitute the same instrument . </response>"}
{"id": "224", "text": "10", "annotated_text": "<response> 10 </response>"}
{"id": "225", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "226", "text": "Section 10 . 11 Limitation of Liability .", "annotated_text": "<response> Section 10 . 11 Limitation of Liability . </response>"}
{"id": "227", "text": "Notwithstanding anything to the contrary provided in this Loan Agreement or the Indenture , each and every term , covenant , condition and provision of this Loan Agreement is made specifically subject to the provisions of this Section 10 . 11 .", "annotated_text": "<response> Notwithstanding anything to the contrary provided in this Loan Agreement or the Indenture , each and every term , covenant , condition and provision of this Loan Agreement is made specifically subject to the provisions of this Section 10 . 11 . </response>"}
{"id": "228", "text": "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 .", "annotated_text": "<response> It is specifically understood and agreed that the liability of the Company is limited to the Company ' s interest in the obligations of <organization>Pittston Coal Terminal Corporation</organization> 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 . </response>"}
{"id": "229", "text": "Any liability or obligation of the Company arising out of or from this Loan Agreement will be a liability or obligation of and enforceable against the Company only and will not be a liability or obligation of or enforceable against any Partner of the Company individually or in its capacity as a partner .", "annotated_text": "<response> Any liability or obligation of the Company arising out of or from this Loan Agreement will be a liability or obligation of and enforceable against the Company only and will not be a liability or obligation of or enforceable against any Partner of the Company individually or in its capacity as a partner . </response>"}
{"id": "230", "text": "Section 10 . 12 Limited Nature of Company ' s Obligations ; Pittston Terminal ' s Liability for Obligations of the Company ; Certain Decisions Regarding the Bonds .", "annotated_text": "<response> Section 10 . 12 Limited Nature of Company ' s Obligations ; <organization>Pittston Terminal</organization> ' s Liability for Obligations of the Company ; Certain Decisions Regarding the Bonds . </response>"}
{"id": "231", "text": "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 .", "annotated_text": "<response> 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 <organization>Pittston Terminal</organization> , all of the Company ' s obligations with respect to the Bonds are payable solely from payments received by the Company from <organization>Pittston Terminal</organization> pursuant to the Throughput Agreement and <organization>Pittston Terminal</organization> shall act as the agent of the Company for purposes of making certain Company decisions relating to the Bonds . </response>"}
{"id": "232", "text": "11", "annotated_text": "<response> 11 </response>"}
{"id": "233", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "234", "text": "PENINSULA PORTS AUTHORITY OF VIRGINIA", "annotated_text": "<response> <organization>PENINSULA PORTS AUTHORITY</organization> OF <location>VIRGINIA</location> </response>"}
{"id": "235", "text": "By : / s / Robert E . Yancey ----------------------------------------- Chairman", "annotated_text": "<response> By : / s / <person>Robert E</person> . <person>Yancey</person> ----------------------------------------- Chairman </response>"}
{"id": "236", "text": "DOMINION TERMINAL ASSOCIATES , a General Partnership", "annotated_text": "<response> <organization>DOMINION TERMINAL ASSOCIATES</organization> , a General Partnership </response>"}
{"id": "237", "text": "By : / s / Charles E . Brinley ----------------------------------------- President", "annotated_text": "<response> By : / s / <person>Charles E</person> . <person>Brinley</person> ----------------------------------------- President </response>"}
{"id": "238", "text": "12", "annotated_text": "<response> 12 </response>"}
{"id": "239", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "240", "text": "EXHIBIT A", "annotated_text": "<response> EXHIBIT A </response>"}
{"id": "241", "text": "DESCRIPTION OF FACILITIES -------------------------", "annotated_text": "<response> DESCRIPTION OF FACILITIES ------------------------- </response>"}
{"id": "242", "text": "The Dominion Terminal Associates coal facility is sized to have an annual throughput of approximately 20 million tons per year .", "annotated_text": "<response> <organization>The Dominion Terminal Associates</organization> coal facility is sized to have an annual throughput of approximately 20 million tons per year . </response>"}
{"id": "243", "text": "A total ground storage capacity of approximately 1 . 5 million tons is available .", "annotated_text": "<response> A total ground storage capacity of approximately 1 . 5 million tons is available . </response>"}
{"id": "244", "text": "The terminal pier and loading facilities are designed to handle colliers ranging in size from 20 , 000 to 173 , 000 dwt .", "annotated_text": "<response> The terminal pier and loading facilities are designed to handle colliers ranging in size from 20 , 000 to 173 , 000 dwt . </response>"}
{"id": "245", "text": "and barges of varying sizes .", "annotated_text": "<response> and barges of varying sizes . </response>"}
{"id": "246", "text": "The land on which the facility is located is on the east bank of the James River in Newport News , Virginia .", "annotated_text": "<response> The land on which the facility is located is on the <location>east bank of the James River in Newport News</location> , <location>Virginia</location> . </response>"}
{"id": "247", "text": "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 .", "annotated_text": "<response> It is bordered on the <location>northwest</location> by the <location>Pier IX coal terminal</location> and on the <location>southeast</location> by the <location>CSX Piers 14 and 15</location> properties which are now limited in use , the primary business of <location>Piers 14 and 15</location> appearing to be the leasing of the piers . </response>"}
{"id": "248", "text": "The deep water channel , approximately 50 feet deep , borders the site .", "annotated_text": "<response> The deep water channel , approximately 50 feet deep , borders the site . </response>"}
{"id": "249", "text": "Road access to the facility is from Harbor Road , which borders the south side of the terminal site .", "annotated_text": "<response> Road access to the facility is from <location>Harbor Road</location> , which borders the <location>south</location> side of the terminal site . </response>"}
{"id": "250", "text": "1 .", "annotated_text": "<response> 1 . </response>"}
{"id": "251", "text": "Railroad Service .", "annotated_text": "<response> Railroad Service . </response>"}
{"id": "252", "text": "The coal terminal facility is served by CSX Transportation , Inc . CSX brings loaded cars to the empty tracks .", "annotated_text": "<response> The coal terminal facility is served by <organization>CSX Transportation</organization> , Inc . <organization>CSX</organization> brings loaded cars to the empty tracks . </response>"}
{"id": "253", "text": "DTA moves the loaded cars from the empty tracks into position for dumping and then moves the cars back to the empty tracks .", "annotated_text": "<response> DTA moves the loaded cars from the empty tracks into position for dumping and then moves the cars back to the empty tracks . </response>"}
{"id": "254", "text": "2 .", "annotated_text": "<response> 2 . </response>"}
{"id": "255", "text": "Material Handling System .", "annotated_text": "<response> Material Handling System . </response>"}
{"id": "256", "text": "The material handling system is designed so that coal may be unloaded from the railroad hopper cars and transported by conveyor directly to the shiploader for depositing in the holds of vessels .", "annotated_text": "<response> The material handling system is designed so that coal may be unloaded from the railroad hopper cars and transported by conveyor directly to the shiploader for depositing in the holds of vessels . </response>"}
{"id": "257", "text": "However , most of the coal received is transported to one or two stacker / reclaimers for deposit on the ground storage piles .", "annotated_text": "<response> However , most of the coal received is transported to one or two stacker / reclaimers for deposit on the ground storage piles . </response>"}
{"id": "258", "text": "An enclosed tandem rotary car dumper is used to unload the hopper cars two at a time .", "annotated_text": "<response> An enclosed tandem rotary car dumper is used to unload the hopper cars two at a time . </response>"}
{"id": "259", "text": "The coal deposited in the hoppers beneath the dumper passes through a grizzly which prevents large foreign material from entering and damaging the belt conveying system .", "annotated_text": "<response> The coal deposited in the hoppers beneath the dumper passes through a grizzly which prevents large foreign material from entering and damaging the belt conveying system . </response>"}
{"id": "260", "text": "Just prior to dumping , the rail cars pass through a thaw shed which assists in unloading during freezing weather .", "annotated_text": "<response> Just prior to dumping , the rail cars pass through a thaw shed which assists in unloading during freezing weather . </response>"}
{"id": "261", "text": "Vibrating feeders transfer the coal from the receiving hoppers to the conveyor belts and place it on conveyor belts for elevation up above grade to a 1 , 000 - ton surge silo .", "annotated_text": "<response> Vibrating feeders transfer the coal from the receiving hoppers to the conveyor belts and place it on conveyor belts for elevation up above grade to a 1 , 000 - ton surge silo . </response>"}
{"id": "262", "text": "The surge silo is used to increase unloading efficiency by allowing the coal to accumulate while the stacker / reclaimer is moving from one stockpile to another .", "annotated_text": "<response> The surge silo is used to increase unloading efficiency by allowing the coal to accumulate while the stacker / reclaimer is moving from one stockpile to another . </response>"}
{"id": "263", "text": "A three - stage \" as received \" sampling system is provided at the 1 , 000 - ton storage silo .", "annotated_text": "<response> A three - stage \" as received \" sampling system is provided at the 1 , 000 - ton storage silo . </response>"}
{"id": "264", "text": "While the unloading system is in operation , coal received may be diverted directly to waiting colliers or barges or transferred to either of two stacker / reclaimers for stacking in stockpiles .", "annotated_text": "<response> While the unloading system is in operation , coal received may be diverted directly to waiting colliers or barges or transferred to either of two stacker / reclaimers for stacking in stockpiles . </response>"}
{"id": "265", "text": "The design rate for the receiving material handling system is 5 , 200 tons / hr .", "annotated_text": "<response> The design rate for the receiving material handling system is 5 , 200 tons / hr . </response>"}
{"id": "266", "text": "A - 1", "annotated_text": "<response> A - 1 </response>"}
{"id": "267", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "268", "text": "The reclaim system provides for reclaiming coal with either or both stacker / reclaimers and a reclaimer , then conveying it to two - 4 , 000 ton surge silos located near the pier .", "annotated_text": "<response> The reclaim system provides for reclaiming coal with either or both stacker / reclaimers and a reclaimer , then conveying it to two - 4 , 000 ton surge silos located near the pier . </response>"}
{"id": "269", "text": "Reclaim from these surge silos goes directly to the pier - mounted shiploader for loading into the holds of coal carriers .", "annotated_text": "<response> Reclaim from these surge silos goes directly to the pier - mounted shiploader for loading into the holds of coal carriers . </response>"}
{"id": "270", "text": "When blending two different types of coal is required , the proper percentage of each is withdrawn from each silo .", "annotated_text": "<response> When blending two different types of coal is required , the proper percentage of each is withdrawn from each silo . </response>"}
{"id": "271", "text": "An \" As Shipped \" sampling system is located at the tail end of the conveyor leading to the shiploader .", "annotated_text": "<response> An \" As Shipped \" sampling system is located at the tail end of the conveyor leading to the shiploader . </response>"}
{"id": "272", "text": "Belt scales are provided for both the unloading system and the shiploading system to provide the necessary information for managing the coal stockpiles , blending and as a check against the draft surveyor ' s measurement for the coal being loaded in vessels .", "annotated_text": "<response> Belt scales are provided for both the unloading system and the shiploading system to provide the necessary information for managing the coal stockpiles , blending and as a check against the draft surveyor ' s measurement for the coal being loaded in vessels . </response>"}
{"id": "273", "text": "The design rate for the reclaim handling system is 6 , 800 tons / hr .", "annotated_text": "<response> The design rate for the reclaim handling system is 6 , 800 tons / hr . </response>"}
{"id": "274", "text": "The shiploader and dock conveyor is rated at 6 , 500 tons / hr .", "annotated_text": "<response> The shiploader and dock conveyor is rated at 6 , 500 tons / hr . </response>"}
{"id": "275", "text": "The higher capacity takes into account shiploader shutdowns for hatch changes .", "annotated_text": "<response> The higher capacity takes into account shiploader shutdowns for hatch changes . </response>"}
{"id": "276", "text": "3 .", "annotated_text": "<response> 3 . </response>"}
{"id": "277", "text": "Marine Facilities .", "annotated_text": "<response> Marine Facilities . </response>"}
{"id": "278", "text": "The marine facilities include a dredge deep - water basin and shiploader pier .", "annotated_text": "<response> The marine facilities include a dredge deep - water basin and shiploader pier . </response>"}
{"id": "279", "text": "The dredging provides access and berthing areas at the pier which extends towards shore from the Corps of Engineers ' pierhead line .", "annotated_text": "<response> The dredging provides access and berthing areas at the pier which extends towards shore from the <organization>Corps of Engineers</organization> ' pierhead line . </response>"}
{"id": "280", "text": "An area on the south side of the pier has been dredged to a depth of 50 feet to match the existing channel .", "annotated_text": "<response> An area on the south side of the pier has been dredged to a depth of 50 feet to match the existing channel . </response>"}
{"id": "281", "text": "The north side of the pier can be dredged to a depth of 50 feet if so necessitated by an increase in business .", "annotated_text": "<response> The north side of the pier can be dredged to a depth of 50 feet if so necessitated by an increase in business . </response>"}
{"id": "282", "text": "The shiploader dock is designed as a finger pier with a berth on each side for loading colliers up to 173 , 000 dwt .", "annotated_text": "<response> The shiploader dock is designed as a finger pier with a berth on each side for loading colliers up to 173 , 000 dwt . </response>"}
{"id": "283", "text": "It is provided with a trestle connection to shore .", "annotated_text": "<response> It is provided with a trestle connection to shore . </response>"}
{"id": "284", "text": "The pier supports the shiploading conveyor and shiploader , plus a roadway with a turnaround area at the offshore end .", "annotated_text": "<response> The pier supports the shiploading conveyor and shiploader , plus a roadway with a turnaround area at the offshore end . </response>"}
{"id": "285", "text": "Both faces of the pier are provided with a fendering system .", "annotated_text": "<response> Both faces of the pier are provided with a fendering system . </response>"}
{"id": "286", "text": "A turning dolphin has been constructed at the outer end , connected by a walkway to the pier .", "annotated_text": "<response> A turning dolphin has been constructed at the outer end , connected by a walkway to the pier . </response>"}
{"id": "287", "text": "4 .", "annotated_text": "<response> 4 . </response>"}
{"id": "288", "text": "Mobile Equipment .", "annotated_text": "<response> Mobile Equipment . </response>"}
{"id": "289", "text": "Mobile equipment is used for maintenance and operation of the coal terminal facility .", "annotated_text": "<response> Mobile equipment is used for maintenance and operation of the coal terminal facility . </response>"}
{"id": "290", "text": "Switch engines are used to move trains while dozers are needed to assist the bucket wheel stackers and reclaimers in storing and reclaiming coal outside their reach .", "annotated_text": "<response> Switch engines are used to move trains while dozers are needed to assist the bucket wheel stackers and reclaimers in storing and reclaiming coal outside their reach . </response>"}
{"id": "291", "text": "The following types of mobile equipment are provided for the facility :", "annotated_text": "<response> The following types of mobile equipment are provided for the facility : </response>"}
{"id": "292", "text": "a . Track - mounted dozers with coal blades ;", "annotated_text": "<response> a . Track - mounted dozers with coal blades ; </response>"}
{"id": "293", "text": "b .", "annotated_text": "<response> b . </response>"}
{"id": "294", "text": "Switch Engines ;", "annotated_text": "<response> Switch Engines ; </response>"}
{"id": "295", "text": "c . Mobile cranes ;", "annotated_text": "<response> c . Mobile cranes ; </response>"}
{"id": "296", "text": "d . Flat - bed trucks ;", "annotated_text": "<response> d . Flat - bed trucks ; </response>"}
{"id": "297", "text": "e . Pickup trucks ;", "annotated_text": "<response> e . Pickup trucks ; </response>"}
{"id": "298", "text": "f . Automobiles ;", "annotated_text": "<response> f . Automobiles ; </response>"}
{"id": "299", "text": "g . Maintenance vehicles ; and", "annotated_text": "<response> g . Maintenance vehicles ; and </response>"}
{"id": "300", "text": "h . Front - end loader .", "annotated_text": "<response> h . Front - end loader . </response>"}
{"id": "301", "text": "A - 2", "annotated_text": "<response> A - 2 </response>"}
{"id": "302", "text": "< PAGE >", "annotated_text": "<response> < PAGE > </response>"}
{"id": "303", "text": "5 .", "annotated_text": "<response> 5 . </response>"}
{"id": "304", "text": "Control Stations .", "annotated_text": "<response> Control Stations . </response>"}
{"id": "305", "text": "The rotary dumper and the receiving hopper vibrating feeders have a separate control panel located in the dumper building .", "annotated_text": "<response> The rotary dumper and the receiving hopper vibrating feeders have a separate control panel located in the dumper building . </response>"}
{"id": "306", "text": "The shiploader and stacker / reclaimers and reclaimer are controlled from cabs mounted as part of their construction .", "annotated_text": "<response> The shiploader and stacker / reclaimers and reclaimer are controlled from cabs mounted as part of their construction . </response>"}
{"id": "307", "text": "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 .", "annotated_text": "<response> The systems of conveyors leading to and from yard storage are controlled from a <location>central control room atop transfer tower TT2</location> or from other computer sites . </response>"}
{"id": "308", "text": "The shiploader and the vibrating feeders under the two 4 , 000 - ton shiploader surge silos are controlled by an operator in the cab of the shiploader .", "annotated_text": "<response> The shiploader and the vibrating feeders under the two 4 , 000 - ton shiploader surge silos are controlled by an operator in the cab of the shiploader . </response>"}
{"id": "309", "text": "6 .", "annotated_text": "<response> 6 . </response>"}
{"id": "310", "text": "Auxiliary Buildings .", "annotated_text": "<response> Auxiliary Buildings . </response>"}
{"id": "311", "text": "The following auxiliary buildings are provided for the coal terminal operation :", "annotated_text": "<response> The following auxiliary buildings are provided for the coal terminal operation : </response>"}
{"id": "312", "text": "a .", "annotated_text": "<response> a . </response>"}
{"id": "313", "text": "Administration building including a locker room ;", "annotated_text": "<response> Administration building including a locker room ; </response>"}
{"id": "314", "text": "b .", "annotated_text": "<response> b . </response>"}
{"id": "315", "text": "Repair shop and warehouse ;", "annotated_text": "<response> Repair shop and warehouse ; </response>"}
{"id": "316", "text": "c . A series of small buildings to house electrical equipment ;", "annotated_text": "<response> c . A series of small buildings to house electrical equipment ; </response>"}
{"id": "317", "text": "d . A series of small buildings to house pumping equipment ; and", "annotated_text": "<response> d . A series of small buildings to house pumping equipment ; and </response>"}
{"id": "318", "text": "e . A maintenance building .", "annotated_text": "<response> e . A maintenance building . </response>"}
{"id": "319", "text": "7 .", "annotated_text": "<response> 7 . </response>"}
{"id": "320", "text": "Utilities and Communications .", "annotated_text": "<response> Utilities and Communications . </response>"}
{"id": "321", "text": "Industrial and potable water is available at the coal terminal site .", "annotated_text": "<response> Industrial and potable water is available at the <location>coal terminal site</location> . </response>"}
{"id": "322", "text": "This water is delivered by underground pipelines to the areas requiring its use .", "annotated_text": "<response> This water is delivered by underground pipelines to the areas requiring its use . </response>"}
{"id": "323", "text": "A fuel storage and distribution system is provided .", "annotated_text": "<response> A fuel storage and distribution system is provided . </response>"}
{"id": "324", "text": "Fuel tanks of sufficient capacity store diesel oil and gasoline for use by mobile equipment or building heating systems .", "annotated_text": "<response> Fuel tanks of sufficient capacity store diesel oil and gasoline for use by mobile equipment or building heating systems . </response>"}
{"id": "325", "text": "Electricity is provided to the facility from a main substation located near the property boundary .", "annotated_text": "<response> Electricity is provided to the facility from a main substation located near the property boundary . </response>"}
{"id": "326", "text": "A complete distribution system is included to carry electric power to all facilities .", "annotated_text": "<response> A complete distribution system is included to carry electric power to all facilities . </response>"}
{"id": "327", "text": "The sewage collected from the various auxiliary buildings is delivered to a nearby existing manhole located near Pier 14 .", "annotated_text": "<response> The sewage collected from the various auxiliary buildings is delivered to a nearby existing manhole located near Pier 14 . </response>"}
{"id": "328", "text": "The sewage is then directed to the Newport News Treatment Plant .", "annotated_text": "<response> The sewage is then directed to the <location>Newport News Treatment Plant</location> . </response>"}
{"id": "329", "text": "The facilities have a communications system , including telephones located in critical locations and a radio system for communications between operators at the various control stations .", "annotated_text": "<response> The facilities have a communications system , including telephones located in critical locations and a radio system for communications between operators at the various control stations . </response>"}
{"id": "330", "text": "8 .", "annotated_text": "<response> 8 . </response>"}
{"id": "331", "text": "Pollution Control Equipment .", "annotated_text": "<response> Pollution Control Equipment . </response>"}
{"id": "332", "text": "A full complement of pollution control equipment was installed for the facility , as required by the owner - obtained environmental permits .", "annotated_text": "<response> A full complement of pollution control equipment was installed for the facility , as required by the owner - obtained environmental permits . </response>"}
{"id": "333", "text": "This includes a combination of water sprays and baghouse - type dust collectors located at critical facility dust emission points .", "annotated_text": "<response> This includes a combination of water sprays and baghouse - type dust collectors located at critical facility dust emission points . </response>"}
{"id": "334", "text": "-DOCSTART-", "annotated_text": "<response> -DOCSTART- </response>"}
{"id": "335", "text": "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 .", "annotated_text": "<response> LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT ( this \" Agreement \") dated as of January 29 , 2008 ( the \" Effective Date \") among <organization>SILICON VALLEY BANK</organization> , a <location>California</location> corporation and with a loan production office located at <location>535 Fifth Avenue</location> , <location>27th Floor</location> , <location>New York</location> , <location>New York</location> 10017 ( the \" Agent \"), and the Lenders listed on Schedule 1 . 1 and otherwise party hereto , including without limitation , SVB and <organization>GOLD HILL VENTURE LENDING</organization> 03 , L . P . (\" <organization>Gold Hill</organization> \"), and <organization>VRINGO</organization> , INC ., a <organization>Delaware corporation</organization> (\" <person>Borrower</person> \"), provides the terms on which Lenders shall lend to <person>Borrower</person> and <person>Borrower</person> shall repay Lenders . </response>"}
{"id": "336", "text": "The parties agree as follows :", "annotated_text": "<response> The parties agree as follows : </response>"}
{"id": "337", "text": "1 ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP .", "annotated_text": "<response> 1 ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP . </response>"}
{"id": "338", "text": "Calculations and determinations must be made following GAAP .", "annotated_text": "<response> Calculations and determinations must be made following GAAP . </response>"}
{"id": "339", "text": "Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13 .", "annotated_text": "<response> Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13 . </response>"}
{"id": "340", "text": "All other terms contained in this Agreement , unless otherwise indicated , shall have the meaning provided by the Code to the extent such terms are defined therein .", "annotated_text": "<response> All other terms contained in this Agreement , unless otherwise indicated , shall have the meaning provided by the Code to the extent such terms are defined therein . </response>"}
{"id": "341", "text": "2 LOAN AND TERMS OF PAYMENT 2 . 1 Promise to Pay .", "annotated_text": "<response> 2 LOAN AND TERMS OF PAYMENT 2 . 1 Promise to Pay . </response>"}
{"id": "342", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 . </response>"}
{"id": "343", "text": "2 . 1 . 1 Term Loan Facility .", "annotated_text": "<response> 2 . 1 . 1 Term Loan Facility . </response>"}
{"id": "344", "text": "( a ) Availability .", "annotated_text": "<response> ( a ) Availability . </response>"}
{"id": "345", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> in an amount equal to Three Million Dollars ($ 3 , 000 , 000 ), according to each <person>Lender</person> ' s pro - rata share of the Term Loan based upon the respective Commitment Percentage of each <person>Lender</person> . </response>"}
{"id": "346", "text": "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 .", "annotated_text": "<response> During the Second Draw Period , Lenders agree , severally and not jointly , to make one ( 1 ) Term Loan ( the \" Second Term Loan \") available to <person>Borrower</person> in an amount equal to One Million Dollars ($ 1 , 000 , 000 ), according to each <person>Lender</person> ' s pro rata share of the Term Loan based upon the respective Commitment Percentage of each <person>Lender</person> . </response>"}
{"id": "347", "text": "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 .", "annotated_text": "<response> During the Third Draw Period , Lenders agree , severally and not jointly , to make one ( 1 ) Term Loan ( the \" Third Term Loan \") available to <person>Borrower</person> in an amount equal to One Million Dollars ($ 1 , 000 , 000 ), according to each <person>Lender</person> ' s pro rata share of the Term Loan based upon the respective Commitment Percentage of each <person>Lender</person> . </response>"}
{"id": "348", "text": "The First Term Loan , Second Term Loan , and Third Term Loan are hereinafter referred to , singly or collectively , \" Term Loan .\"", "annotated_text": "<response> The First Term Loan , Second Term Loan , and Third Term Loan are hereinafter referred to , singly or collectively , \" Term Loan .\" </response>"}
{"id": "349", "text": "For purposes of this section , the minimum amount of each Term Loan is One Million Dollars ($ 1 , 000 , 000 . 00 ).", "annotated_text": "<response> For purposes of this section , the minimum amount of each Term Loan is One Million Dollars ($ 1 , 000 , 000 . 00 ). </response>"}
{"id": "350", "text": "After repayment , no Term Loan may be re - borrowed .", "annotated_text": "<response> After repayment , no Term Loan may be re - borrowed . </response>"}
{"id": "351", "text": "Lenders ' obligation to lend hereunder shall terminate on the earlier of ( i ) at the Lenders ' election , the occurrence and continuance of an Event of Default , or ( ii ) the Commitment Termination Date .", "annotated_text": "<response> Lenders ' obligation to lend hereunder shall terminate on the earlier of ( i ) at the Lenders ' election , the occurrence and continuance of an Event of Default , or ( ii ) the Commitment Termination Date . </response>"}
{"id": "352", "text": "( b ) Interest Payments .", "annotated_text": "<response> ( b ) Interest Payments . </response>"}
{"id": "353", "text": "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 ).", "annotated_text": "<response> 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 , <person>Borrower</person> shall make monthly payments of interest at the rate set forth in Section 2 . 2 ( a ). </response>"}
{"id": "354", "text": "( c ) Repayment .", "annotated_text": "<response> ( c ) Repayment . </response>"}
{"id": "355", "text": "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 .", "annotated_text": "<response> Commencing on the applicable Amortization Date for each Term Loan and continuing on the Payment Date of each month thereafter , for each Term Loan , <person>Borrower</person> 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 . </response>"}
{"id": "356", "text": "All unpaid principal and accrued interest is due and payable in full on the Maturity Date .", "annotated_text": "<response> All unpaid principal and accrued interest is due and payable in full on the Maturity Date . </response>"}
{"id": "357", "text": "Payments received after 12 : 00 noon Eastern time are considered received at the opening of business on the next Business Day .", "annotated_text": "<response> Payments received after 12 : 00 noon Eastern time are considered received at the opening of business on the next Business Day . </response>"}
{"id": "358", "text": "A Term Loan may only be prepaid in accordance with Sections 2 . 1 . 1 ( e ) and 2 . 1 . 1 ( f ).", "annotated_text": "<response> A Term Loan may only be prepaid in accordance with Sections 2 . 1 . 1 ( e ) and 2 . 1 . 1 ( f ). </response>"}
{"id": "359", "text": "( d ) Final Payment .", "annotated_text": "<response> ( d ) Final Payment . </response>"}
{"id": "360", "text": "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 .", "annotated_text": "<response> 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 , <person>Borrower</person> 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 . </response>"}
{"id": "361", "text": "( e ) Mandatory Prepayment Upon an Acceleration .", "annotated_text": "<response> ( e ) Mandatory Prepayment Upon an Acceleration . </response>"}
{"id": "362", "text": "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 .", "annotated_text": "<response> If the Term Loans are accelerated following the occurrence of an Event of Default , <person>Borrower</person> 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 . </response>"}
{"id": "363", "text": "( f ) Permitted Prepayment of Loans .", "annotated_text": "<response> ( f ) Permitted Prepayment of Loans . </response>"}
{"id": "364", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> shall have the option to prepay all , but not less than all , of the Term Loan advanced by Lenders under this Agreement , provided <person>Borrower</person> ( 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 . </response>"}
{"id": "365", "text": "2 . 2 Payment of Interest on the Credit Extensions .", "annotated_text": "<response> 2 . 2 Payment of Interest on the Credit Extensions . </response>"}
{"id": "366", "text": "( a ) Interest Rate .", "annotated_text": "<response> ( a ) Interest Rate . </response>"}
{"id": "367", "text": "Subject to Section 2 . 2 ( b ), the principal amount of each Term Loan outstanding shall accrue interest at a fixed per annum rate of interest equal to nine and one - half of one percent ( 9 . 50 %), which interest shall be payable monthly .", "annotated_text": "<response> Subject to Section 2 . 2 ( b ), the principal amount of each Term Loan outstanding shall accrue interest at a fixed per annum rate of interest equal to nine and one - half of one percent ( 9 . 50 %), which interest shall be payable monthly . </response>"}
{"id": "368", "text": "( b ) Default Rate .", "annotated_text": "<response> ( b ) Default Rate . </response>"}
{"id": "369", "text": "Immediately upon the occurrence and during the continuance of an Event of Default , Obligations shall bear interest at a rate per annum which is four percentage points above the rate effective immediately before the Event of Default ( the \" Default Rate \").", "annotated_text": "<response> Immediately upon the occurrence and during the continuance of an Event of Default , Obligations shall bear interest at a rate per annum which is four percentage points above the rate effective immediately before the Event of Default ( the \" Default Rate \"). </response>"}
{"id": "370", "text": "Payment or acceptance of the increased interest rate provided in this Section 2 . 2 ( b ) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Lenders and / or Agent .", "annotated_text": "<response> Payment or acceptance of the increased interest rate provided in this Section 2 . 2 ( b ) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Lenders and / or Agent . </response>"}
{"id": "371", "text": "( c ) 360 - Day Year .", "annotated_text": "<response> ( c ) 360 - Day Year . </response>"}
{"id": "372", "text": "Interest shall be computed on the basis of a 360 - day year for the actual number of days elapsed .", "annotated_text": "<response> Interest shall be computed on the basis of a 360 - day year for the actual number of days elapsed . </response>"}
{"id": "373", "text": "( d ) Debit of Accounts .", "annotated_text": "<response> ( d ) Debit of Accounts . </response>"}
{"id": "374", "text": "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 .", "annotated_text": "<response> Agent may debit any of <person>Borrower</person> ' s deposit accounts , including the Designated Deposit Account , for principal and interest payments or any other amounts <person>Borrower</person> owes Lenders hereunder when due . </response>"}
{"id": "375", "text": "These debits shall not constitute a set - off .", "annotated_text": "<response> These debits shall not constitute a set - off . </response>"}
{"id": "376", "text": "( e ) Payments .", "annotated_text": "<response> ( e ) Payments . </response>"}
{"id": "377", "text": "Unless otherwise provided , interest is payable monthly on the first calendar day of each month .", "annotated_text": "<response> Unless otherwise provided , interest is payable monthly on the first calendar day of each month . </response>"}
{"id": "378", "text": "Payments of principal and / or interest received after 12 : 00 noon Eastern time are considered received at the opening of business on the next Business Day .", "annotated_text": "<response> Payments of principal and / or interest received after 12 : 00 noon Eastern time are considered received at the opening of business on the next Business Day . </response>"}
{"id": "379", "text": "When a payment is due on a day that is not a Business Day , the payment is due the next Business Day and additional fees or interest , as applicable , shall continue to accrue .", "annotated_text": "<response> When a payment is due on a day that is not a Business Day , the payment is due the next Business Day and additional fees or interest , as applicable , shall continue to accrue . </response>"}
{"id": "380", "text": "2 . 3 Fees .", "annotated_text": "<response> 2 . 3 Fees . </response>"}
{"id": "381", "text": "Borrower shall pay to Agent : ( a ) Commitment Fee .", "annotated_text": "<response> <person>Borrower</person> shall pay to Agent : ( a ) Commitment Fee . </response>"}
{"id": "382", "text": "A fully earned , non - refundable commitment fee of Ten Thousand Dollars ($ 10 , 000 . 00 ), on the Effective Date ; ( b ) Prepayment Fee .", "annotated_text": "<response> A fully earned , non - refundable commitment fee of Ten Thousand Dollars ($ 10 , 000 . 00 ), on the Effective Date ; ( b ) Prepayment Fee . </response>"}
{"id": "383", "text": "The Prepayment Fee , when due hereunder ; ( c ) Final Payment .", "annotated_text": "<response> The Prepayment Fee , when due hereunder ; ( c ) Final Payment . </response>"}
{"id": "384", "text": "The Final Payment , when due hereunder ; ( d ) Lenders ' Expenses .", "annotated_text": "<response> The Final Payment , when due hereunder ; ( d ) Lenders ' Expenses . </response>"}
{"id": "385", "text": "All Lenders ' Expenses ( including reasonable attorneys ' fees and expenses , plus expenses , for documentation and negotiation of this Agreement ) incurred through and after the Effective Date , when due .", "annotated_text": "<response> All Lenders ' Expenses ( including reasonable attorneys ' fees and expenses , plus expenses , for documentation and negotiation of this Agreement ) incurred through and after the Effective Date , when due . </response>"}
{"id": "386", "text": "2 . 4 Additional Costs .", "annotated_text": "<response> 2 . 4 Additional Costs . </response>"}
{"id": "387", "text": "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 .", "annotated_text": "<response> If any new law or regulation increases Agent and / or Lenders ' costs or reduces its income for any loan , <person>Borrower</person> shall pay the increase in cost or reduction in income or additional ; provided , however , that <person>Borrower</person> shall not be liable for any amount attributable to any period before one hundred eighty ( 180 ) days prior to the date Agent notifies <person>Borrower</person> of such increased costs . </response>"}
{"id": "388", "text": "Lenders agree that they shall allocate any increased costs among their customers similarly affected in good faith and in a manner consistent with Lenders ' customary practice .", "annotated_text": "<response> Lenders agree that they shall allocate any increased costs among their customers similarly affected in good faith and in a manner consistent with Lenders ' customary practice . </response>"}
{"id": "389", "text": "- 2 - 3 CONDITIONS OF LOANS 3 . 1 Conditions Precedent to Initial Credit Extension .", "annotated_text": "<response> - 2 - 3 CONDITIONS OF LOANS 3 . 1 Conditions Precedent to Initial Credit Extension . </response>"}
{"id": "390", "text": "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 .", "annotated_text": "<response> 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 ) <person>Borrower</person> shall have delivered its Operating Documents and a good standing certificate of <person>Borrower</person> 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 <person>Borrower</person> ; ( 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 ) <person>Borrower</person> 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 ) <person>Borrower</person> 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 <person>Borrower</person> from the most recent business plan of <person>Borrower</person> presented to and accepted by Agent . </response>"}
{"id": "391", "text": "3 . 2 Conditions Precedent to all Credit Extensions .", "annotated_text": "<response> 3 . 2 Conditions Precedent to all Credit Extensions . </response>"}
{"id": "392", "text": "Lenders ' obligation to make each Credit Extension , including the initial Credit Extension , is subject to the following : ( a ) except as otherwise provided in Section 3 . 4 , timely receipt of an executed Payment / Advance Form ; and ( b ) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment / Advance Form and on the Funding Date of each Credit Extension ; 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 , and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension .", "annotated_text": "<response> Lenders ' obligation to make each Credit Extension , including the initial Credit Extension , is subject to the following : ( a ) except as otherwise provided in Section 3 . 4 , timely receipt of an executed Payment / Advance Form ; and ( b ) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment / Advance Form and on the Funding Date of each Credit Extension ; 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 , and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension . </response>"}
{"id": "393", "text": "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 .", "annotated_text": "<response> Each Credit Extension is <person>Borrower</person> ' 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 . </response>"}
{"id": "394", "text": "3 . 3 Covenant to Deliver .", "annotated_text": "<response> 3 . 3 Covenant to Deliver . </response>"}
{"id": "395", "text": "Borrower agrees to deliver to Agent each item required to be delivered to Agent under this Agreement as a condition to any Credit Extension .", "annotated_text": "<response> <person>Borrower</person> agrees to deliver to Agent each item required to be delivered to Agent under this Agreement as a condition to any Credit Extension . </response>"}
{"id": "396", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 <person>Borrower</person> ' s obligation to deliver such item , and any such extension in the absence of a required item shall be in Agent ' s sole discretion . </response>"}
{"id": "397", "text": "- 3 - 3 . 4 Procedures for Borrowing .", "annotated_text": "<response> - 3 - 3 . 4 Procedures for Borrowing . </response>"}
{"id": "398", "text": "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 .", "annotated_text": "<response> 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 , <person>Borrower</person> 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 . </response>"}
{"id": "399", "text": "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 ).", "annotated_text": "<response> If such notification is by telephone , <person>Borrower</person> 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 ). </response>"}
{"id": "400", "text": "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 .", "annotated_text": "<response> On the Funding Date , each <person>Lender</person> shall credit and / or transfer ( as applicable ) to <person>Borrower</person> ' s deposit account , an amount equal to its Commitment Percentage multiplied by the amount of the Term Loan . </response>"}
{"id": "401", "text": "Each Lender may make Term Loans under this Agreement based on instructions from a Responsible Officer or his or her designee .", "annotated_text": "<response> Each <person>Lender</person> may make Term Loans under this Agreement based on instructions from a Responsible Officer or his or her designee . </response>"}
{"id": "402", "text": "Each Lender may rely on any telephone notice given by a person whom such Lender reasonably believes is a Responsible Officer or designee .", "annotated_text": "<response> Each <person>Lender</person> may rely on any telephone notice given by a person whom such <person>Lender</person> reasonably believes is a Responsible Officer or designee . </response>"}
{"id": "403", "text": "Borrower shall indemnify each Lender for any loss Lender suffers due to such reliance .", "annotated_text": "<response> <person>Borrower</person> shall indemnify each <person>Lender</person> for any loss <person>Lender</person> suffers due to such reliance . </response>"}
{"id": "404", "text": "4 CREATION OF SECURITY INTEREST .", "annotated_text": "<response> 4 CREATION OF SECURITY INTEREST . </response>"}
{"id": "405", "text": "4 . 1 Grant of Security Interest .", "annotated_text": "<response> 4 . 1 Grant of Security Interest . </response>"}
{"id": "406", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> hereby grants to Agent , for the ratable benefit of Lenders , and to each <person>Lender</person> , 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 <person>Lender</person> , the Collateral , wherever located , whether now owned or hereafter acquired or arising , and all proceeds and products thereof . </response>"}
{"id": "407", "text": "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 ).", "annotated_text": "<response> <person>Borrower</person> 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 ). </response>"}
{"id": "408", "text": "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 .", "annotated_text": "<response> If <person>Borrower</person> shall acquire a commercial tort claim , <person>Borrower</person> shall promptly notify Agent in a writing signed by <person>Borrower</person> of the general details thereof and grant to Agent , for the ratable benefit of Lenders , and to each <person>Lender</person> , 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 . </response>"}
{"id": "409", "text": "If this Agreement is terminated , Agent ' s and Lenders ' Lien in the Collateral shall continue until the Obligations ( other than inchoate indemnity obligations ) are repaid in full in cash .", "annotated_text": "<response> If this Agreement is terminated , Agent ' s and Lenders ' Lien in the Collateral shall continue until the Obligations ( other than inchoate indemnity obligations ) are repaid in full in cash . </response>"}
{"id": "410", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> ' s sole cost and expense , release its Liens in the Collateral and deliver such documents and make such filings as <person>Borrower</person> shall reasonably request . </response>"}
{"id": "411", "text": "4 . 2 Authorization to File Financing Statements .", "annotated_text": "<response> 4 . 2 Authorization to File Financing Statements . </response>"}
{"id": "412", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> hereby authorizes Agent to file financing statements , without notice to <person>Borrower</person> , 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 <person>Borrower</person> or any other Person , shall be deemed to violate the rights of Lenders under the Code . </response>"}
{"id": "413", "text": "5 REPRESENTATIONS AND WARRANTIES Borrower represents and warrants as follows : 5 . 1 Due Organization and Authorization .", "annotated_text": "<response> 5 REPRESENTATIONS AND WARRANTIES <person>Borrower</person> represents and warrants as follows : 5 . 1 Due Organization and Authorization . </response>"}
{"id": "414", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 <person>Borrower</person> ' s business or operations . </response>"}
{"id": "415", "text": "In connection with this Agreement , Borrower has delivered to Agent and Lenders a completed perfection certificate signed by Borrower ( the \" Perfection Certificate \").", "annotated_text": "<response> In connection with this Agreement , <person>Borrower</person> has delivered to Agent and Lenders a completed perfection certificate signed by <person>Borrower</person> ( the \" Perfection Certificate \"). </response>"}
{"id": "416", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> represents and warrants to Agent and each <person>Lender</person> that ( a ) <person>Borrower</person> ' s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof ; ( b ) <person>Borrower</person> 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 <person>Borrower</person> ' s organizational identification number or accurately states that <person>Borrower</person> has none ; ( d ) the Perfection Certificate accurately sets forth <person>Borrower</person> ' s place of business , or , if more than one , its chief executive office as well as <person>Borrower</person> ' s mailing address ( if different than its chief executive office ) ( or as <person>Borrower</person> has given Agent notice pursuant to Section 7 . 2 ); ( e ) except as disclosed on the Perfection Certificate , <person>Borrower</person> ( 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 <person>Borrower</person> and each of its Subsidiaries is accurate and complete . </response>"}
{"id": "417", "text": "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 .", "annotated_text": "<response> If <person>Borrower</person> is not now a Registered Organization but later becomes one , <person>Borrower</person> shall promptly notify Agent of such occurrence and provide Agent with <person>Borrower</person> ' s organizational identification number . </response>"}
{"id": "418", "text": "- 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 .", "annotated_text": "<response> - 4 - The execution , delivery and performance of the Loan Documents have been duly authorized , and do not conflict with <person>Borrower</person> ' s organizational documents , nor constitute an event of default under any material agreement by which <person>Borrower</person> is bound . </response>"}
{"id": "419", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 <person>Borrower</person> ' s business . </response>"}
{"id": "420", "text": "5 . 2 Collateral .", "annotated_text": "<response> 5 . 2 Collateral . </response>"}
{"id": "421", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 . </response>"}
{"id": "422", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 <person>Borrower</person> has given Agent notice and taken such actions as are necessary to give Agent and Lenders a perfected security interest therein . </response>"}
{"id": "423", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> has given Agent notice pursuant to Section 7 . 2 . </response>"}
{"id": "424", "text": "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 .", "annotated_text": "<response> None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as <person>Borrower</person> has given Agent notice pursuant to Section 7 . 2 . </response>"}
{"id": "425", "text": "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 .", "annotated_text": "<response> In the event that <person>Borrower</person> , 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 <person>Borrower</person> 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 . </response>"}
{"id": "426", "text": "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 .", "annotated_text": "<response> Except as noted on the Perfection Certificate , <person>Borrower</person> is not a party to , nor is bound by , any material license or other agreement with respect to which <person>Borrower</person> is the licensee that prohibits or otherwise restricts <person>Borrower</person> from granting a security interest in <person>Borrower</person> ' s interest in such license or agreement or any other property . </response>"}
{"id": "427", "text": "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 ).", "annotated_text": "<response> <person>Borrower</person> 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 <person>Borrower</person> ' s business or financial condition ( other than over - the - counter software that is commercially available to the public ). </response>"}
{"id": "428", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 . </response>"}
{"id": "429", "text": "5 . 3 Litigation .", "annotated_text": "<response> 5 . 3 Litigation . </response>"}
{"id": "430", "text": "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 ).", "annotated_text": "<response> Except as disclosed on the Perfection Certificate or as <person>Borrower</person> 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 <person>Borrower</person> or any of its Subsidiaries that could reasonably be expected to result in damages payable by <person>Borrower</person> or any of its Subsidiaries in an amount involving more than Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ). </response>"}
{"id": "431", "text": "5 . 4 No Material Deterioration in Financial Statements .", "annotated_text": "<response> 5 . 4 No Material Deterioration in Financial Statements . </response>"}
{"id": "432", "text": "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 .", "annotated_text": "<response> All consolidated financial statements for <person>Borrower</person> and any of its Subsidiaries delivered to Agent fairly present in all material respects <person>Borrower</person> ' s consolidated financial condition and <person>Borrower</person> ' s consolidated results of operations as of the dates and for the periods presented . </response>"}
{"id": "433", "text": "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 .", "annotated_text": "<response> As of the date of this Agreement , there has not been any material deterioration in <person>Borrower</person> ' s consolidated financial condition since the date of the most recent financial statements submitted to Agent . </response>"}
{"id": "434", "text": "5 . 5 Solvency .", "annotated_text": "<response> 5 . 5 Solvency . </response>"}
{"id": "435", "text": "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 .", "annotated_text": "<response> The fair salable value of <person>Borrower</person> ' s assets ( including goodwill minus disposition costs ) exceeds the fair value of its liabilities ; <person>Borrower</person> is not left with unreasonably small capital after the transactions in this Agreement ; and <person>Borrower</person> is able to pay its debts ( including trade debts ) as they mature . </response>"}
{"id": "436", "text": "5 . 6 Regulatory Compliance .", "annotated_text": "<response> 5 . 6 Regulatory Compliance . </response>"}
{"id": "437", "text": "Borrower is not an \" investment company \" or a company \" controlled \" by an \" investment company \" under the Investment Company Act of 1940 .", "annotated_text": "<response> <person>Borrower</person> is not an \" investment company \" or a company \" controlled \" by an \" investment company \" under the Investment Company Act of 1940 . </response>"}
{"id": "438", "text": "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 ).", "annotated_text": "<response> <person>Borrower</person> is not engaged as one of its important activities in extending credit for margin stock ( under Regulations T and U of the <organization>Federal Reserve Board of Governors</organization> ). </response>"}
{"id": "439", "text": "Borrower has complied in all material respects with the Federal Fair Labor Standards Act .", "annotated_text": "<response> <person>Borrower</person> has complied in all material respects with the Federal Fair Labor Standards Act . </response>"}
{"id": "440", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 . </response>"}
{"id": "441", "text": "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 .", "annotated_text": "<response> None of <person>Borrower</person> ' s or any of its Subsidiaries ' properties or assets has been used by <person>Borrower</person> or any Subsidiary or , to <person>Borrower</person> ' s knowledge , by previous Persons , in disposing , producing , storing , treating , or transporting any hazardous substance other than in material compliance with all laws . </response>"}
{"id": "442", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 . </response>"}
{"id": "443", "text": "- 5 - 5 . 7 Subsidiaries ; Investments .", "annotated_text": "<response> - 5 - 5 . 7 Subsidiaries ; Investments . </response>"}
{"id": "444", "text": "Borrower does not own any stock , partnership interest or other equity securities except for Permitted Investments .", "annotated_text": "<response> <person>Borrower</person> does not own any stock , partnership interest or other equity securities except for Permitted Investments . </response>"}
{"id": "445", "text": "5 . 8 Tax Returns and Payments ; Pension Contributions .", "annotated_text": "<response> 5 . 8 Tax Returns and Payments ; Pension Contributions . </response>"}
{"id": "446", "text": "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 \".", "annotated_text": "<response> <person>Borrower</person> has timely filed all required tax returns and reports , and <person>Borrower</person> and its Subsidiaries have timely paid all foreign , federal , state and local taxes , assessments , deposits and contributions owed by <person>Borrower</person> , provided that <person>Borrower</person> may defer payment of any contested taxes , so long as <person>Borrower</person> ( 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 \". </response>"}
{"id": "447", "text": "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 .", "annotated_text": "<response> Except as set forth on the Perfection Certificate , <person>Borrower</person> is unaware of any claims or adjustments proposed for any of <person>Borrower</person> ' s prior tax years which could result in additional taxes becoming due and payable by <person>Borrower</person> . </response>"}
{"id": "448", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> has paid all amounts necessary to fund all present pension , profit sharing and deferred compensation plans in accordance with their terms , and <person>Borrower</person> 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 <person>Borrower</person> , including any liability to the <organization>Pension Benefit Guaranty Corporation</organization> or its successors or any other governmental agency . </response>"}
{"id": "449", "text": "5 . 9 Use of Proceeds .", "annotated_text": "<response> 5 . 9 Use of Proceeds . </response>"}
{"id": "450", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> shall use the proceeds of the Credit Extensions solely to fund its general business requirements and not for personal , family , household or agricultural purposes . </response>"}
{"id": "451", "text": "5 . 10 Full Disclosure .", "annotated_text": "<response> 5 . 10 Full Disclosure . </response>"}
{"id": "452", "text": "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 ).", "annotated_text": "<response> No written representation , warranty or other statement of <person>Borrower</person> in any certificate or written statement given to Agent or any <person>Lender</person> , 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 <person>Lender</person> , 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 <person>Borrower</person> 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 ). </response>"}
{"id": "453", "text": "5 . 11 IL Subsidiary .", "annotated_text": "<response> 5 . 11 IL Subsidiary . </response>"}
{"id": "454", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> represents and warrants that IL Subsidiary , a wholly - owned subsidiary of <person>Borrower</person> , 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 . </response>"}
{"id": "455", "text": "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 .", "annotated_text": "<response> In the event that the IL Subsidiary owns any other assets , except as set forth herein , then <person>Borrower</person> shall notify Lenders and at Lenders ' option , the IL Subsidiary will become a co - <person>Borrower</person> 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 . </response>"}
{"id": "456", "text": "6 AFFIRMATIVE COVENANTS Borrower shall do all of the following : 6 . 1 Government Compliance .", "annotated_text": "<response> 6 AFFIRMATIVE COVENANTS <person>Borrower</person> shall do all of the following : 6 . 1 Government Compliance . </response>"}
{"id": "457", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> ' s business or operations . </response>"}
{"id": "458", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 <person>Borrower</person> ' s business . </response>"}
{"id": "459", "text": "6 . 2 Financial Statements , Reports , Certificates .", "annotated_text": "<response> 6 . 2 Financial Statements , Reports , Certificates . </response>"}
{"id": "460", "text": "( 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", "annotated_text": "<response> ( 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 <person>Borrower</person> ' s </response>"}
{"id": "461", "text": "- 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 .", "annotated_text": "<response> - 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 <person>Borrower</person> ' 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 <person>Borrower</person> ' s security holders generally or to holders of Subordinated Debt ; ( iv ) in the event that <person>Borrower</person> 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 <person>Borrower</person> ' s or another website on the Internet ; ( v ) a prompt report of any legal actions pending or threatened in writing against <person>Borrower</person> or any of its Subsidiaries that could reasonably be expected to result in damages or costs to <person>Borrower</person> 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 <person>Borrower</person> ' s fiscal year end , Board approved annual budget and financial projections commensurate with those provided to <person>Borrower</person> ' s capital investors ; and ( viii ) budgets , sales projections , operating plans and other financial information reasonably requested by Agent . </response>"}
{"id": "462", "text": "( 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 .", "annotated_text": "<response> ( 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 <person>Borrower</person> which shall be certified by a Responsible Officer and in a form acceptable to Agent . </response>"}
{"id": "463", "text": "6 . 3 Inventory ; Returns .", "annotated_text": "<response> 6 . 3 Inventory ; Returns . </response>"}
{"id": "464", "text": "Keep all Inventory in good and marketable condition , free from material defects .", "annotated_text": "<response> Keep all Inventory in good and marketable condition , free from material defects . </response>"}
{"id": "465", "text": "Returns and allowances between Borrower and its Account Debtors shall follow Borrower ' s customary practices as they exist at the Effective Date .", "annotated_text": "<response> Returns and allowances between <person>Borrower</person> and its Account Debtors shall follow <person>Borrower</person> ' s customary practices as they exist at the Effective Date . </response>"}
{"id": "466", "text": "Borrower must promptly notify Agent of all returns , recoveries , disputes and claims that involve more than Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ).", "annotated_text": "<response> <person>Borrower</person> must promptly notify Agent of all returns , recoveries , disputes and claims that involve more than Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ). </response>"}
{"id": "467", "text": "6 . 4 Taxes ; Pensions .", "annotated_text": "<response> 6 . 4 Taxes ; Pensions . </response>"}
{"id": "468", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> 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 . </response>"}
{"id": "469", "text": "6 . 5 Insurance .", "annotated_text": "<response> 6 . 5 Insurance . </response>"}
{"id": "470", "text": "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 .", "annotated_text": "<response> Keep its business and the Collateral insured for risks and in amounts standard for companies in <person>Borrower</person> ' s industry and location and as Agent may reasonably request . </response>"}
{"id": "471", "text": "Insurance policies shall be in a form , with companies , and in amounts that are satisfactory to Lenders and Agent .", "annotated_text": "<response> Insurance policies shall be in a form , with companies , and in amounts that are satisfactory to Lenders and Agent . </response>"}
{"id": "472", "text": "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 .", "annotated_text": "<response> All property policies shall have a <person>lender</person> ' s loss payable endorsement showing each <person>Lender</person> as <person>lender</person> loss payee and waive subrogation against Lenders , and all liability policies shall show , or have endorsements showing , each <person>Lender</person> as an additional insured . </response>"}
{"id": "473", "text": "All policies ( or the loss payable and additional insured endorsements ) shall provide that the insurer must give Agent on behalf of Lenders at least twenty ( 20 ) days notice before canceling , amending , or declining to renew its policy .", "annotated_text": "<response> All policies ( or the loss payable and additional insured endorsements ) shall provide that the insurer must give Agent on behalf of Lenders at least twenty ( 20 ) days notice before canceling , amending , or declining to renew its policy . </response>"}
{"id": "474", "text": "At Agent ' s request , Borrower shall deliver insurance certificates and evidence of all premium payments .", "annotated_text": "<response> At Agent ' s request , <person>Borrower</person> shall deliver insurance certificates and evidence of all premium payments . </response>"}
{"id": "475", "text": "Proceeds payable under any policy shall , at Agent ' s option , be payable to Agent and Lenders on account of the Obligations .", "annotated_text": "<response> Proceeds payable under any policy shall , at Agent ' s option , be payable to Agent and Lenders on account of the Obligations . </response>"}
{"id": "476", "text": "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 .", "annotated_text": "<response> Notwithstanding the foregoing , ( a ) so long as no Event of Default has occurred and is continuing , <person>Borrower</person> 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 . </response>"}
{"id": "477", "text": "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 .", "annotated_text": "<response> If <person>Borrower</person> 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 . </response>"}
{"id": "478", "text": "6 . 6 Operating Accounts .", "annotated_text": "<response> 6 . 6 Operating Accounts . </response>"}
{"id": "479", "text": "( a ) Maintain its depository and investment accounts and an operating account with Agent and Agent ' s affiliates .", "annotated_text": "<response> ( a ) Maintain its depository and investment accounts and an operating account with Agent and Agent ' s affiliates . </response>"}
{"id": "480", "text": "- 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 .", "annotated_text": "<response> - 7 - ( b ) Provide Agent five ( 5 ) days prior written notice before establishing any Collateral Account at or with any <organization>bank</organization> or financial institution other than Agent or its Affiliates . </response>"}
{"id": "481", "text": "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 .", "annotated_text": "<response> In addition , for each Collateral Account that <person>Borrower</person> at any time maintains , <person>Borrower</person> shall cause the applicable <organization>bank</organization> 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 . </response>"}
{"id": "482", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> ' s employees and identified to Agent by <person>Borrower</person> as such . </response>"}
{"id": "483", "text": "6 . 7 Protection of Intellectual Property Rights .", "annotated_text": "<response> 6 . 7 Protection of Intellectual Property Rights . </response>"}
{"id": "484", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> shall use commercially reasonable efforts to protect , defend and maintain the validity and enforceability of its material intellectual property , except where <person>Borrower</person> in the exercise of its business judgment deems it in its best interest not to do so . </response>"}
{"id": "485", "text": "6 . 8 Litigation Cooperation .", "annotated_text": "<response> 6 . 8 Litigation Cooperation . </response>"}
{"id": "486", "text": "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 .", "annotated_text": "<response> From the date hereof and continuing through the termination of this Agreement , make available to Agent , without expense to Agent , <person>Borrower</person> and its officers , employees and agents and <person>Borrower</person> ' 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 <person>Lender</person> with respect to any Collateral or relating to <person>Borrower</person> . </response>"}
{"id": "487", "text": "6 . 9 Further Assurances .", "annotated_text": "<response> 6 . 9 Further Assurances . </response>"}
{"id": "488", "text": "Execute any further instruments and take further action as Agent reasonably requests to perfect or continue Agent ' s and Lenders ' Lien in the Collateral or to effect the purposes of this Agreement .", "annotated_text": "<response> Execute any further instruments and take further action as Agent reasonably requests to perfect or continue Agent ' s and Lenders ' Lien in the Collateral or to effect the purposes of this Agreement . </response>"}
{"id": "489", "text": "7 NEGATIVE COVENANTS Borrower shall not do any of the following without Agent ' s prior written consent : 7 . 1 Dispositions .", "annotated_text": "<response> 7 NEGATIVE COVENANTS <person>Borrower</person> shall not do any of the following without Agent ' s prior written consent : 7 . 1 Dispositions . </response>"}
{"id": "490", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> 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 . </response>"}
{"id": "491", "text": "7 . 2 Changes in Business , Management , Ownership , or Business Locations .", "annotated_text": "<response> 7 . 2 Changes in Business , Management , Ownership , or Business Locations . </response>"}
{"id": "492", "text": "( 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 ).", "annotated_text": "<response> ( a ) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by <person>Borrower</person> 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 <person>Borrower</person> in his / her current position and a replacement reasonably satisfactory to <person>Borrower</person> ' s Board for such Key Person is not made within ninety ( 90 ) days after departure from <person>Borrower</person> ; or ( ii ) enter into any transaction or series of related transactions in which the stockholders of <person>Borrower</person> immediately prior to the first such transaction own less than 60 % of the voting stock of <person>Borrower</person> immediately after giving effect to such transaction or related series of such transactions ( other than by the sale of <person>Borrower</person> ' s equity securities in a public offering or to venture capital investors so long as <person>Borrower</person> identifies to Agent the venture capital investors prior to the closing of the transaction ). </response>"}
{"id": "493", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 <person>Borrower</person> ' 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 . </response>"}
{"id": "494", "text": "7 . 3 Mergers or Acquisitions .", "annotated_text": "<response> 7 . 3 Mergers or Acquisitions . </response>"}
{"id": "495", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> . </response>"}
{"id": "496", "text": "7 . 4 Indebtedness .", "annotated_text": "<response> 7 . 4 Indebtedness . </response>"}
{"id": "497", "text": "Create , incur , assume , or be liable for any Indebtedness , or permit any Subsidiary to do so , other than Permitted Indebtedness .", "annotated_text": "<response> Create , incur , assume , or be liable for any Indebtedness , or permit any Subsidiary to do so , other than Permitted Indebtedness . </response>"}
{"id": "498", "text": "- 8 - 7 . 5 Encumbrance .", "annotated_text": "<response> - 8 - 7 . 5 Encumbrance . </response>"}
{"id": "499", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> or any Subsidiary from assigning , mortgaging , pledging , granting a security interest in or upon , or encumbering any of <person>Borrower</person> ' s or any Subsidiary ' s intellectual property , except as is otherwise permitted in Section 7 . 1 hereof and the definition of \" Permitted Liens \" herein . </response>"}
{"id": "500", "text": "7 . 6 Maintenance of Collateral Accounts .", "annotated_text": "<response> 7 . 6 Maintenance of Collateral Accounts . </response>"}
{"id": "501", "text": "Maintain any Collateral Account except pursuant to the terms of Section 6 . 6 ( b ) hereof .", "annotated_text": "<response> Maintain any Collateral Account except pursuant to the terms of Section 6 . 6 ( b ) hereof . </response>"}
{"id": "502", "text": "7 . 7 Distributions ; Investments .", "annotated_text": "<response> 7 . 7 Distributions ; Investments . </response>"}
{"id": "503", "text": "( 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 .", "annotated_text": "<response> ( 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 ) <person>Borrower</person> 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 ) <person>Borrower</person> may pay dividends solely in common stock ; and ( iii ) <person>Borrower</person> 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 . </response>"}
{"id": "504", "text": "7 . 8 Transactions with Affiliates .", "annotated_text": "<response> 7 . 8 Transactions with Affiliates . </response>"}
{"id": "505", "text": "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 .", "annotated_text": "<response> Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of <person>Borrower</person> , except for transactions that are in the ordinary course of <person>Borrower</person> ' s business , upon fair and reasonable terms that are no less favorable to <person>Borrower</person> than would be obtained in an arm ' s length transaction with a non - affiliated Person . </response>"}
{"id": "506", "text": "7 . 9 Subordinated Debt .", "annotated_text": "<response> 7 . 9 Subordinated Debt . </response>"}
{"id": "507", "text": "( a ) Make or permit any payment on any Subordinated Debt , except under the terms of the subordination , intercreditor , or other similar agreement to which such Subordinated Debt is subject , or ( b ) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to Agent and / or Lenders .", "annotated_text": "<response> ( a ) Make or permit any payment on any Subordinated Debt , except under the terms of the subordination , intercreditor , or other similar agreement to which such Subordinated Debt is subject , or ( b ) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to Agent and / or Lenders . </response>"}
{"id": "508", "text": "7 . 10 Compliance .", "annotated_text": "<response> 7 . 10 Compliance . </response>"}
{"id": "509", "text": "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 .", "annotated_text": "<response> 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 <organization>Board of Governors of the Federal Reserve System</organization> ), or use the proceeds of any Credit Extension for that purpose ; fail to meet the minimum funding requirements of <organization>ERISA</organization> , permit a Reportable Event or Prohibited Transaction , as defined in <organization>ERISA</organization> , 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 <person>Borrower</person> ' 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 <person>Borrower</person> , including any liability to the <organization>Pension Benefit Guaranty Corporation</organization> or its successors or any other governmental agency . </response>"}
{"id": "510", "text": "8 EVENTS OF DEFAULT Any one of the following shall constitute an event of default ( an \" Event of Default \") under this Agreement : 8 . 1 Payment Default .", "annotated_text": "<response> 8 EVENTS OF DEFAULT Any one of the following shall constitute an event of default ( an \" Event of Default \") under this Agreement : 8 . 1 Payment Default . </response>"}
{"id": "511", "text": "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 ).", "annotated_text": "<response> <person>Borrower</person> 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 ). </response>"}
{"id": "512", "text": "During the cure period , the failure to cure the payment default is not an Event of Default ( but no Credit Extension will be made during the cure period ); 8 . 2 Covenant Default .", "annotated_text": "<response> During the cure period , the failure to cure the payment default is not an Event of Default ( but no Credit Extension will be made during the cure period ); 8 . 2 Covenant Default . </response>"}
{"id": "513", "text": "( a ) Borrower fails or neglects to perform any obligation in Sections 6 . 2 , 6 . 6 , or violates any covenant in Section 7 ; or", "annotated_text": "<response> ( a ) <person>Borrower</person> fails or neglects to perform any obligation in Sections 6 . 2 , 6 . 6 , or violates any covenant in Section 7 ; or </response>"}
{"id": "514", "text": "- 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 ).", "annotated_text": "<response> - 9 - ( b ) <person>Borrower</person> 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 <person>Borrower</person> be cured within such ten ( 10 ) day period , and such default is likely to be cured within a reasonable time , then <person>Borrower</person> 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 ). </response>"}
{"id": "515", "text": "Grace periods provided under this Section shall not apply to any covenants set forth in subsection ( a ) above ; 8 . 3 Intentionally Deleted ; 8 . 4 Attachment .", "annotated_text": "<response> Grace periods provided under this Section shall not apply to any covenants set forth in subsection ( a ) above ; 8 . 3 Intentionally Deleted ; 8 . 4 Attachment . </response>"}
{"id": "516", "text": "( 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 .", "annotated_text": "<response> ( a ) Any material portion of <person>Borrower</person> ' 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 <person>Borrower</person> , or of any entity under control of <person>Borrower</person> ( including a Subsidiary ), on deposit with Agent or Agent ' s Affiliate ; ( c ) <person>Borrower</person> 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 <person>Borrower</person> ' s assets ; or ( e ) a notice of lien , levy , or assessment is filed against any of <person>Borrower</person> ' s assets by any government agency and not paid within ten ( 10 ) days after <person>Borrower</person> receives notice . </response>"}
{"id": "517", "text": "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 .", "annotated_text": "<response> These are not Events of Default if stayed or if a bond is posted pending contest by <person>Borrower</person> ( but no Credit Extensions shall be made during the cure period ); 8 . 5 Insolvency ( a ) <person>Borrower</person> is unable to pay its debts ( including trade debts ) as they become due or ( b ) the fair salable value of <person>Borrower</person> ' s assets ( including goodwill minus disposition costs ) exceeds the fair value of its liabilities ; ( c ) <person>Borrower</person> begins an Insolvency Proceeding ; or ( d ) an Insolvency Proceeding is begun against <person>Borrower</person> 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 . </response>"}
{"id": "518", "text": "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 .", "annotated_text": "<response> There is a default in any agreement to which <person>Borrower</person> 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 . </response>"}
{"id": "519", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> 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 . </response>"}
{"id": "520", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> or any Person acting for <person>Borrower</person> 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 . </response>"}
{"id": "521", "text": "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 .", "annotated_text": "<response> A default or breach occurs under any agreement between <person>Borrower</person> and any creditor of <person>Borrower</person> 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 . </response>"}
{"id": "522", "text": "9 RIGHTS AND REMEDIES 9 . 1 Rights and Remedies .", "annotated_text": "<response> 9 RIGHTS AND REMEDIES 9 . 1 Rights and Remedies . </response>"}
{"id": "523", "text": "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 ;", "annotated_text": "<response> 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 <person>Borrower</person> ' s benefit under this Agreement or under any other agreement between <person>Borrower</person> and Agent and / or Lenders ; </response>"}
{"id": "524", "text": "- 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 .", "annotated_text": "<response> - 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 <person>Borrower</person> 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 . </response>"}
{"id": "525", "text": "Borrower shall assemble the Collateral if Agent requests and make it available as Agent designates .", "annotated_text": "<response> <person>Borrower</person> shall assemble the Collateral if Agent requests and make it available as Agent designates . </response>"}
{"id": "526", "text": "Agent 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 .", "annotated_text": "<response> Agent 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 . </response>"}
{"id": "527", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 <person>Borrower</person> it holds , or ( ii ) any amount held by Agent or Lenders owing to or for the credit or the account of <person>Borrower</person> ; ( f ) ship , reclaim , recover , store , finish , maintain , repair , prepare for sale , advertise for sale , and sell the Collateral . </response>"}
{"id": "528", "text": "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 ).", "annotated_text": "<response> Agent is hereby granted a non - exclusive , royalty - free license or other right to use , without charge , <person>Borrower</person> ' 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 , <person>Borrower</person> ' 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 <person>Borrower</person> ' 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 ). </response>"}
{"id": "529", "text": "9 . 2 Power of Attorney .", "annotated_text": "<response> 9 . 2 Power of Attorney . </response>"}
{"id": "530", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 <person>Borrower</person> ' s name on any checks or other forms of payment or security ; ( b ) sign <person>Borrower</person> ' 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 <person>Borrower</person> ' 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 . </response>"}
{"id": "531", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> hereby appoints Agent as its lawful attorney - in - fact to sign <person>Borrower</person> ' 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 . </response>"}
{"id": "532", "text": "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 .", "annotated_text": "<response> Agent ' s foregoing appointment as <person>Borrower</person> ' 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 . </response>"}
{"id": "533", "text": "9 . 3 Accounts Verification ; Collection .", "annotated_text": "<response> 9 . 3 Accounts Verification ; Collection . </response>"}
{"id": "534", "text": "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 .", "annotated_text": "<response> During the existence of an Event of Default has occurred and is continuing , Agent may notify any Person owing <person>Borrower</person> money of Agent ' s and Lenders ' security interest in such funds and verify the amount of such account . </response>"}
{"id": "535", "text": "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 .", "annotated_text": "<response> After the occurrence and during the continuance of an Event of Default , any amounts received by <person>Borrower</person> shall be held in trust by <person>Borrower</person> for Agent and Lenders , and , if requested by Agent , <person>Borrower</person> 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 . </response>"}
{"id": "536", "text": "9 . 4 Protective Payments .", "annotated_text": "<response> 9 . 4 Protective Payments . </response>"}
{"id": "537", "text": "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", "annotated_text": "<response> If <person>Borrower</person> 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 <person>Borrower</person> 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 </response>"}
{"id": "538", "text": "- 11 - applicable rate charged by Agent , and secured by the Collateral .", "annotated_text": "<response> - 11 - applicable rate charged by Agent , and secured by the Collateral . </response>"}
{"id": "539", "text": "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 .", "annotated_text": "<response> Agent will make reasonable efforts to provide <person>Borrower</person> with notice of Agent obtaining such insurance at the time it is obtained or within a reasonable time thereafter . </response>"}
{"id": "540", "text": "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 .", "annotated_text": "<response> No payments by Agent are deemed an agreement to make similar payments in the future or Agent ' s or any <person>Lender</person> ' s waiver of any Event of Default . </response>"}
{"id": "541", "text": "9 . 5 Application of Payments and Proceeds .", "annotated_text": "<response> 9 . 5 Application of Payments and Proceeds . </response>"}
{"id": "542", "text": "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 .", "annotated_text": "<response> If an Event of Default has occurred and is continuing , Agent and Lenders may apply any funds in their possession , whether from <person>Borrower</person> 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 . </response>"}
{"id": "543", "text": "Any surplus shall be paid to Borrower or other Persons legally entitled thereto ; Borrower shall remain liable to Agent and Lenders for any deficiency .", "annotated_text": "<response> Any surplus shall be paid to <person>Borrower</person> or other Persons legally entitled thereto ; <person>Borrower</person> shall remain liable to Agent and Lenders for any deficiency . </response>"}
{"id": "544", "text": "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 .", "annotated_text": "<response> 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 <person>Lender</person> 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 . </response>"}
{"id": "545", "text": "9 . 6 Agent ' s and Lenders ' Liability for Collateral .", "annotated_text": "<response> 9 . 6 Agent ' s and Lenders ' Liability for Collateral . </response>"}
{"id": "546", "text": "So long as Agent and Lenders comply with reasonable banking practices and the Code regarding the safekeeping of the Collateral in the possession or under the control of Agent and Lenders , Agent and Lenders shall not be liable or responsible 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 .", "annotated_text": "<response> So long as Agent and Lenders comply with reasonable banking practices and the Code regarding the safekeeping of the Collateral in the possession or under the control of Agent and Lenders , Agent and Lenders shall not be liable or responsible 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 . </response>"}
{"id": "547", "text": "Borrower bears all risk of loss , damage or destruction of the Collateral .", "annotated_text": "<response> <person>Borrower</person> bears all risk of loss , damage or destruction of the Collateral . </response>"}
{"id": "548", "text": "9 . 7 No Waiver ; Remedies Cumulative .", "annotated_text": "<response> 9 . 7 No Waiver ; Remedies Cumulative . </response>"}
{"id": "549", "text": "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 .", "annotated_text": "<response> Agent ' s and / or any <person>Lender</person> ' s failure , at any time or times , to require strict performance by <person>Borrower</person> 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 . </response>"}
{"id": "550", "text": "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 .", "annotated_text": "<response> No waiver hereunder shall be effective unless signed by Agent and each <person>Lender</person> and then is only effective for the specific instance and purpose for which it is given . </response>"}
{"id": "551", "text": "Agent ' s and Lenders ' rights and remedies under this Agreement and the other Loan Documents are cumulative .", "annotated_text": "<response> Agent ' s and Lenders ' rights and remedies under this Agreement and the other Loan Documents are cumulative . </response>"}
{"id": "552", "text": "Agent and Lenders have all rights and remedies provided under the Code , by law , or in equity .", "annotated_text": "<response> Agent and Lenders have all rights and remedies provided under the Code , by law , or in equity . </response>"}
{"id": "553", "text": "Agent ' s exercise of one right or remedy is not an election , and Agent ' s waiver of any Event of Default is not a continuing waiver .", "annotated_text": "<response> Agent ' s exercise of one right or remedy is not an election , and Agent ' s waiver of any Event of Default is not a continuing waiver . </response>"}
{"id": "554", "text": "Agent ' s delay in exercising any remedy is not a waiver , election , or acquiescence .", "annotated_text": "<response> Agent ' s delay in exercising any remedy is not a waiver , election , or acquiescence . </response>"}
{"id": "555", "text": "9 . 8 Demand Waiver .", "annotated_text": "<response> 9 . 8 Demand Waiver . </response>"}
{"id": "556", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 <person>Borrower</person> is liable . </response>"}
{"id": "557", "text": "10 NOTICES All notices , consents , requests , approvals , demands , or other communication ( collectively , \" Communication \") by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served , given , or delivered : ( a ) upon the earlier of actual receipt and three ( 3 ) Business Days after deposit in the U . S . mail , first class , registered or certified mail return receipt requested , with proper postage prepaid ; ( b ) upon transmission , when sent by electronic mail or facsimile transmission ; ( c ) one ( 1 ) Business Day after deposit with a reputable overnight courier with all charges prepaid ; or ( d ) when delivered , if hand - delivered by messenger , all of which shall be addressed to the party to be notified and sent to the address , facsimile number , or email address indicated below .", "annotated_text": "<response> 10 NOTICES All notices , consents , requests , approvals , demands , or other communication ( collectively , \" Communication \") by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served , given , or delivered : ( a ) upon the earlier of actual receipt and three ( 3 ) Business Days after deposit in the U . S . mail , first class , registered or certified mail return receipt requested , with proper postage prepaid ; ( b ) upon transmission , when sent by electronic mail or facsimile transmission ; ( c ) one ( 1 ) Business Day after deposit with a reputable overnight courier with all charges prepaid ; or ( d ) when delivered , if hand - delivered by messenger , all of which shall be addressed to the party to be notified and sent to the address , facsimile number , or email address indicated below . </response>"}
{"id": "558", "text": "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 .", "annotated_text": "<response> Either <person>Lender</person> , Agent , or <person>Borrower</person> may change its address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10 . </response>"}
{"id": "559", "text": "If to Borrower :", "annotated_text": "<response> If to <person>Borrower</person> : </response>"}
{"id": "560", "text": "Vringo , Inc .", "annotated_text": "<response> <organization>Vringo</organization> , Inc . </response>"}
{"id": "561", "text": "BIG Center , Bet Shemesh", "annotated_text": "<response> <organization>BIG Center</organization> , <location>Bet Shemesh</location> </response>"}
{"id": "562", "text": "1 Yigal Allon Blvd", "annotated_text": "<response> <location>1 Yigal Allon Blvd</location> </response>"}
{"id": "563", "text": "Bet Shemesh 00062 Israel", "annotated_text": "<response> <location>Bet Shemesh 00062 Israel</location> </response>"}
{"id": "564", "text": "Attn : David Corre", "annotated_text": "<response> Attn : <person>David Corre</person> </response>"}
{"id": "565", "text": "Fax : + 972 2 991 3382", "annotated_text": "<response> Fax : + 972 2 991 3382 </response>"}
{"id": "566", "text": "Email : david . corre @ vringo . com", "annotated_text": "<response> Email : <person>david</person> . <person>corre</person> @ <organization>vringo</organization> . com </response>"}
{"id": "567", "text": "- 12 - If to Agent or SVB :", "annotated_text": "<response> - 12 - If to Agent or SVB : </response>"}
{"id": "568", "text": "Silicon Valley Bank", "annotated_text": "<response> <organization>Silicon Valley Bank</organization> </response>"}
{"id": "569", "text": "535 Fifth Avenue , 27th Floor ,", "annotated_text": "<response> <location>535 Fifth Avenue</location> , <location>27th Floor</location> , </response>"}
{"id": "570", "text": "New York , New York 10017", "annotated_text": "<response> <location>New York</location> , <location>New York 10017</location> </response>"}
{"id": "571", "text": "Attn : Mr . Michael Moretti", "annotated_text": "<response> Attn : Mr . <person>Michael Moretti</person> </response>"}
{"id": "572", "text": "Fax : ( 212 ) 688 - 5994", "annotated_text": "<response> Fax : ( 212 ) 688 - 5994 </response>"}
{"id": "573", "text": "Email : MMoretti @ svb . com", "annotated_text": "<response> Email : <person>MMoretti</person> @ <organization>svb</organization> . com </response>"}
{"id": "574", "text": "with a copy to :", "annotated_text": "<response> with a copy to : </response>"}
{"id": "575", "text": "Riemer & Braunstein LLP", "annotated_text": "<response> <organization>Riemer</organization> & <organization>Braunstein LLP</organization> </response>"}
{"id": "576", "text": "Three Center Plaza Boston , Massachusetts 02108", "annotated_text": "<response> <location>Three Center Plaza Boston</location> , <location>Massachusetts 02108</location> </response>"}
{"id": "577", "text": "Attn : David A . Ephraim , Esquire", "annotated_text": "<response> Attn : <person>David A</person> . <person>Ephraim</person> , <location>Esquire</location> </response>"}
{"id": "578", "text": "Fax : ( 617 ) 880 - 3456", "annotated_text": "<response> Fax : ( 617 ) 880 - 3456 </response>"}
{"id": "579", "text": "Email : DEphraim @ riemerlaw . com", "annotated_text": "<response> Email : <person>DEphraim</person> @ <organization>riemerlaw</organization> . com </response>"}
{"id": "580", "text": "If to Gold Hill :", "annotated_text": "<response> If to <location>Gold Hill</location> : </response>"}
{"id": "581", "text": "Gold Hill Venture Lending 03 , L . P .", "annotated_text": "<response> <location>Gold Hill Venture Lending 03</location> , L . P . </response>"}
{"id": "582", "text": "Two Newton Executive Park , Suite 203", "annotated_text": "<response> Two <location>Newton Executive Park</location> , <location>Suite 203</location> </response>"}
{"id": "583", "text": "2227 Washington Street", "annotated_text": "<response> <location>2227 Washington Street</location> </response>"}
{"id": "584", "text": "Newton , Massachusetts 02462", "annotated_text": "<response> <location>Newton</location> , <location>Massachusetts 02462</location> </response>"}
{"id": "585", "text": "Attn : Mr . David Fischer", "annotated_text": "<response> Attn : Mr . <person>David Fischer</person> </response>"}
{"id": "586", "text": "Fax : ( 617 ) 243 - 2601", "annotated_text": "<response> Fax : ( 617 ) 243 - 2601 </response>"}
{"id": "587", "text": "Email : DFischer @ goldhillcapital . com", "annotated_text": "<response> Email : <person>DFischer</person> @ <location>goldhillcapital</location> . com </response>"}
{"id": "588", "text": "- 13 - 11 CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER Massachusetts law governs the Loan Documents without regard to principles of conflicts of law .", "annotated_text": "<response> - 13 - 11 CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER <location>Massachusetts</location> law governs the Loan Documents without regard to principles of conflicts of law . </response>"}
{"id": "589", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> , Lenders and Agent each submit to the exclusive jurisdiction of the State and Federal courts in <location>Massachusetts</location> ; provided , however , that if for any reason Agent and / or Lenders cannot avail themselves of such courts in the <location>Commonwealth of Massachusetts</location> , <person>Borrower</person> accepts jurisdiction of the courts and venue in <location>Santa Clara County</location> , <location>California</location> . </response>"}
{"id": "590", "text": "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 .", "annotated_text": "<response> NOTWITHSTANDING THE FOREGOING , AGENT SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST <person>BORROWER</person> 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 <person>BORROWER</person> OR ITS PROPERTY . </response>"}
{"id": "591", "text": "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 .", "annotated_text": "<response> TO THE EXTENT PERMITTED BY APPLICABLE LAW , <person>BORROWER</person> , 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 . </response>"}
{"id": "592", "text": "THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT .", "annotated_text": "<response> THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT . </response>"}
{"id": "593", "text": "EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL .", "annotated_text": "<response> EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL . </response>"}
{"id": "594", "text": "12 GENERAL PROVISIONS 12 . 1 Successors and Assigns .", "annotated_text": "<response> 12 GENERAL PROVISIONS 12 . 1 Successors and Assigns . </response>"}
{"id": "595", "text": "This Agreement binds and is for the benefit of the successors and permitted assigns of each party .", "annotated_text": "<response> This Agreement binds and is for the benefit of the successors and permitted assigns of each party . </response>"}
{"id": "596", "text": "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 ).", "annotated_text": "<response> <person>Borrower</person> 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 ). </response>"}
{"id": "597", "text": "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 .", "annotated_text": "<response> Lenders and Agent have the right , without the consent of or notice to <person>Borrower</person> , 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 . </response>"}
{"id": "598", "text": "12 . 2 Indemnification .", "annotated_text": "<response> 12 . 2 Indemnification . </response>"}
{"id": "599", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 <person>Lender</person> ( 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 <person>Borrower</person> ( including reasonable attorneys ' fees and expenses ), except for Claims and / or losses directly caused by an Indemnified Person ' s gross negligence or willful misconduct . </response>"}
{"id": "600", "text": "12 . 3 Time of Essence .", "annotated_text": "<response> 12 . 3 Time of Essence . </response>"}
{"id": "601", "text": "Time is of the essence for the performance of all Obligations in this Agreement .", "annotated_text": "<response> Time is of the essence for the performance of all Obligations in this Agreement . </response>"}
{"id": "602", "text": "12 . 4 Severability of Provisions .", "annotated_text": "<response> 12 . 4 Severability of Provisions . </response>"}
{"id": "603", "text": "Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision .", "annotated_text": "<response> Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision . </response>"}
{"id": "604", "text": "12 . 5 Amendments in Writing ; Integration .", "annotated_text": "<response> 12 . 5 Amendments in Writing ; Integration . </response>"}
{"id": "605", "text": "All amendments to this Agreement must be in writing signed by Agent , Lenders and Borrower .", "annotated_text": "<response> All amendments to this Agreement must be in writing signed by Agent , Lenders and <person>Borrower</person> . </response>"}
{"id": "606", "text": "This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements .", "annotated_text": "<response> This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements . </response>"}
{"id": "607", "text": "All prior agreements , understandings , representations , warranties , and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents .", "annotated_text": "<response> All prior agreements , understandings , representations , warranties , and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents . </response>"}
{"id": "608", "text": "12 . 6 Counterparts .", "annotated_text": "<response> 12 . 6 Counterparts . </response>"}
{"id": "609", "text": "This Agreement may be executed in any number of counterparts and by different parties on separate counterparts , each of which , when executed and delivered , is an original , and all taken together , constitute one Agreement .", "annotated_text": "<response> This Agreement may be executed in any number of counterparts and by different parties on separate counterparts , each of which , when executed and delivered , is an original , and all taken together , constitute one Agreement . </response>"}
{"id": "610", "text": "12 . 7 Survival .", "annotated_text": "<response> 12 . 7 Survival . </response>"}
{"id": "611", "text": "All covenants , representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations ( other than inchoate indemnity obligations and any other obligations which , by their terms , are to survive the termination of this Agreement ) have been satisfied .", "annotated_text": "<response> All covenants , representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations ( other than inchoate indemnity obligations and any other obligations which , by their terms , are to survive the termination of this Agreement ) have been satisfied . </response>"}
{"id": "612", "text": "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 .", "annotated_text": "<response> The obligation of <person>Borrower</person> in Section 12 . 2 to indemnify each <person>Lender</person> and Agent shall survive until the statute of limitations with respect to such claim or cause of action shall have run . </response>"}
{"id": "613", "text": "- 14 - 12 . 8 Confidentiality .", "annotated_text": "<response> - 14 - 12 . 8 Confidentiality . </response>"}
{"id": "614", "text": "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 .", "annotated_text": "<response> In handling any confidential information of <person>Borrower</person> , 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 . </response>"}
{"id": "615", "text": "Confidential information does not include information that either : ( i ) is in the public domain or in Agent ' s and / or Lenders ' possession when disclosed to Agent and / or Lenders , or becomes part of the public domain after disclosure to Agent and / or Lenders , through no fault of Agent or Lenders ; or ( ii ) is disclosed to Agent and / or Lenders by a third party , if Agent and / or Lenders does not know that the third party is prohibited from disclosing the information .", "annotated_text": "<response> Confidential information does not include information that either : ( i ) is in the public domain or in Agent ' s and / or Lenders ' possession when disclosed to Agent and / or Lenders , or becomes part of the public domain after disclosure to Agent and / or Lenders , through no fault of Agent or Lenders ; or ( ii ) is disclosed to Agent and / or Lenders by a third party , if Agent and / or Lenders does not know that the third party is prohibited from disclosing the information . </response>"}
{"id": "616", "text": "12 . 9 Right of Set Off .", "annotated_text": "<response> 12 . 9 Right of Set Off . </response>"}
{"id": "617", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> hereby grants to Agent for the ratable benefit of Lenders , and to each <person>Lender</person> , a lien , security interest and right of set off as security for all Obligations to Agent and each <person>Lender</person> , 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 . </response>"}
{"id": "618", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> even though unmatured and regardless of the adequacy of any other collateral securing the Obligations . </response>"}
{"id": "619", "text": "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 .", "annotated_text": "<response> 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 <person>BORROWER</person> ARE HEREBY KNOWINGLY , VOLUNTARILY AND IRREVOCABLY WAIVED . </response>"}
{"id": "620", "text": "13 DEFINITIONS 13 . 1 Definitions .", "annotated_text": "<response> 13 DEFINITIONS 13 . 1 Definitions . </response>"}
{"id": "621", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> . </response>"}
{"id": "622", "text": "\" Account Debtor \" is any \" account debtor \" as defined in the Code with such additions to such term as may hereafter be made .", "annotated_text": "<response> \" Account Debtor \" is any \" account debtor \" as defined in the Code with such additions to such term as may hereafter be made . </response>"}
{"id": "623", "text": "\" Affiliate \" of any Person is a Person that owns or controls directly or indirectly the Person , any Person that controls or is controlled by or is under common control with the Person , and each of that Person ' s senior executive officers , directors , partners and , for any Person that is a limited liability company , that Person ' s managers and members .", "annotated_text": "<response> \" Affiliate \" of any Person is a Person that owns or controls directly or indirectly the Person , any Person that controls or is controlled by or is under common control with the Person , and each of that Person ' s senior executive officers , directors , partners and , for any Person that is a limited liability company , that Person ' s managers and members . </response>"}
{"id": "624", "text": "\" Agent \" means , SVB , not in its individual capacity , but solely in its capacity as agent on behalf of and for the benefit of the Lenders .", "annotated_text": "<response> \" Agent \" means , SVB , not in its individual capacity , but solely in its capacity as agent on behalf of and for the benefit of the Lenders . </response>"}
{"id": "625", "text": "\" Agreement \" is defined in the preamble hereof .", "annotated_text": "<response> \" Agreement \" is defined in the preamble hereof . </response>"}
{"id": "626", "text": "\" Amortization Date \" shall mean , for each Term Loan , the earlier of ( i ) the first Payment Date following the date which is six ( 6 ) months from the Funding Date of such Term Loan , or ( ii ) April 1 , 2009 .", "annotated_text": "<response> \" Amortization Date \" shall mean , for each Term Loan , the earlier of ( i ) the first Payment Date following the date which is six ( 6 ) months from the Funding Date of such Term Loan , or ( ii ) April 1 , 2009 . </response>"}
{"id": "627", "text": "\" Amortization Schedule \" as to each Term Loan , is a period of time equal to : ( a ) beginning on the applicable Amortization Date and for the following eleven ( 11 ) months , an amortization schedule of forty - eight ( 48 ) consecutive months ; ( b ) beginning on the first anniversary of the applicable Amortization Date and for the following eleven ( 11 ) months , an amortization schedule of thirty - six ( 36 ) consecutive months ; and", "annotated_text": "<response> \" Amortization Schedule \" as to each Term Loan , is a period of time equal to : ( a ) beginning on the applicable Amortization Date and for the following eleven ( 11 ) months , an amortization schedule of forty - eight ( 48 ) consecutive months ; ( b ) beginning on the first anniversary of the applicable Amortization Date and for the following eleven ( 11 ) months , an amortization schedule of thirty - six ( 36 ) consecutive months ; and </response>"}
{"id": "628", "text": "- 15 - ( c ) beginning on the second anniversary of the applicable Amortization Date through the applicable Maturity Date , an amortization schedule of twenty - four ( 24 ) consecutive months .", "annotated_text": "<response> - 15 - ( c ) beginning on the second anniversary of the applicable Amortization Date through the applicable Maturity Date , an amortization schedule of twenty - four ( 24 ) consecutive months . </response>"}
{"id": "629", "text": "\" Board \" means Borrower ' s board of directors .", "annotated_text": "<response> \" Board \" means <person>Borrower</person> ' s board of directors . </response>"}
{"id": "630", "text": "\" Borrower \" is defined in the preamble hereof .", "annotated_text": "<response> \" <person>Borrower</person> \" is defined in the preamble hereof . </response>"}
{"id": "631", "text": "\" 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 .", "annotated_text": "<response> \" <person>Borrower</person> ' s Books \" are all <person>Borrower</person> ' s books and records including ledgers , federal and state tax returns , records regarding <person>Borrower</person> ' s assets or liabilities , the Collateral , business operations or financial condition , and all computer programs or storage or any equipment containing such information . </response>"}
{"id": "632", "text": "\" Borrowing Resolutions \" are , with respect to any Person , those resolutions adopted by such Person ' s Board of Directors and delivered by such Person to Agent approving the Loan Documents to which such Person is a party and the transactions contemplated thereby , together with a certificate executed by its secretary on behalf of such Person certifying that ( a ) such Person has the authority to execute , deliver , and perform its obligations under each of the Loan Documents to which it is a party , ( b ) that attached as Exhibit A to such certificate is a true , correct , and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution , delivery , and performance by such Person of the Loan Documents to which it is a party , ( c ) the name ( s ) of the Person ( s ) authorized to execute the Loan Documents on behalf of such Person , together with a sample of the true signature ( s ) of such Person ( s ), and ( d ) that Agent and Lenders may conclusively rely on such certificate unless and until such Person shall have delivered to Agent a further certificate canceling or amending such prior certificate .", "annotated_text": "<response> \" Borrowing Resolutions \" are , with respect to any Person , those resolutions adopted by such Person ' s Board of Directors and delivered by such Person to Agent approving the Loan Documents to which such Person is a party and the transactions contemplated thereby , together with a certificate executed by its secretary on behalf of such Person certifying that ( a ) such Person has the authority to execute , deliver , and perform its obligations under each of the Loan Documents to which it is a party , ( b ) that attached as Exhibit A to such certificate is a true , correct , and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution , delivery , and performance by such Person of the Loan Documents to which it is a party , ( c ) the name ( s ) of the Person ( s ) authorized to execute the Loan Documents on behalf of such Person , together with a sample of the true signature ( s ) of such Person ( s ), and ( d ) that Agent and Lenders may conclusively rely on such certificate unless and until such Person shall have delivered to Agent a further certificate canceling or amending such prior certificate . </response>"}
{"id": "633", "text": "\" Business Day \" is any day that is not a Saturday , Sunday or a day on which Agent is closed .", "annotated_text": "<response> \" Business Day \" is any day that is not a Saturday , Sunday or a day on which Agent is closed . </response>"}
{"id": "634", "text": "\" 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 .", "annotated_text": "<response> \" Cash Equivalents \" are ( a ) marketable direct obligations issued or unconditionally guaranteed by the <location>United States</location> 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 . </response>"}
{"id": "635", "text": "\" Claims \" are defined in Section 12 . 2 .", "annotated_text": "<response> \" Claims \" are defined in Section 12 . 2 . </response>"}
{"id": "636", "text": "\" 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 .", "annotated_text": "<response> \" Code \" is the Uniform Commercial Code , as the same may , from time to time , be enacted and in effect in the <location>Commonwealth of Massachusetts</location> ; 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 <location>Commonwealth of Massachusetts</location> , 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 . </response>"}
{"id": "637", "text": "\" Collateral \" is any and all properties , rights and assets of Borrower described on Exhibit A .", "annotated_text": "<response> \" Collateral \" is any and all properties , rights and assets of <person>Borrower</person> described on Exhibit A . </response>"}
{"id": "638", "text": "\" Collateral Account \" is any Deposit Account , Securities Account , or Commodity Account .", "annotated_text": "<response> \" Collateral Account \" is any Deposit Account , Securities Account , or Commodity Account . </response>"}
{"id": "639", "text": "\" Commitment \" is the outstanding amount of Obligations based on each Lender ' s Commitment Percentage .", "annotated_text": "<response> \" Commitment \" is the outstanding amount of Obligations based on each <person>Lender</person> ' s Commitment Percentage . </response>"}
{"id": "640", "text": "\" Commitment Percentage \" is set forth in Schedule 1 . 1 , as amended from time to time .", "annotated_text": "<response> \" Commitment Percentage \" is set forth in Schedule 1 . 1 , as amended from time to time . </response>"}
{"id": "641", "text": "\" Commitment Termination Date \" is March 31 , 2009 .", "annotated_text": "<response> \" Commitment Termination Date \" is March 31 , 2009 . </response>"}
{"id": "642", "text": "\" Commodity Account \" is any \" commodity account \" as defined in the Code with such additions to such term as may hereafter be made .", "annotated_text": "<response> \" Commodity Account \" is any \" commodity account \" as defined in the Code with such additions to such term as may hereafter be made . </response>"}
{"id": "643", "text": "\" Communication \" is defined in Section 10 .", "annotated_text": "<response> \" Communication \" is defined in Section 10 . </response>"}
{"id": "644", "text": "\" Contingent Obligation \" is , for any Person , any direct or indirect liability , contingent or not , of that Person for ( a ) any indebtedness , lease , dividend , letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed , endorsed , co - made , discounted or sold with recourse by that Person , or for which", "annotated_text": "<response> \" Contingent Obligation \" is , for any Person , any direct or indirect liability , contingent or not , of that Person for ( a ) any indebtedness , lease , dividend , letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed , endorsed , co - made , discounted or sold with recourse by that Person , or for which </response>"}
{"id": "645", "text": "- 16 - that Person is directly or indirectly liable ; ( b ) any obligations for undrawn letters of credit for the account of that Person ; and ( c ) all obligations from any interest rate , currency or commodity swap agreement , interest rate cap or collar agreement , or other agreement or arrangement designated to protect a Person against fluctuation in interest rates , currency exchange rates or commodity prices ; but \" Contingent Obligation \" does not include endorsements in the ordinary course of business .", "annotated_text": "<response> - 16 - that Person is directly or indirectly liable ; ( b ) any obligations for undrawn letters of credit for the account of that Person ; and ( c ) all obligations from any interest rate , currency or commodity swap agreement , interest rate cap or collar agreement , or other agreement or arrangement designated to protect a Person against fluctuation in interest rates , currency exchange rates or commodity prices ; but \" Contingent Obligation \" does not include endorsements in the ordinary course of business . </response>"}
{"id": "646", "text": "The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or , if not determinable , the maximum reasonably anticipated liability for it determined by the Person in good faith ; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement .", "annotated_text": "<response> The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or , if not determinable , the maximum reasonably anticipated liability for it determined by the Person in good faith ; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement . </response>"}
{"id": "647", "text": "\" 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 .", "annotated_text": "<response> \" Control Agreement \" is any control agreement entered into among the depository institution at which <person>Borrower</person> maintains a Deposit Account or the securities intermediary or commodity intermediary at which <person>Borrower</person> maintains a Securities Account or a Commodity Account , <person>Borrower</person> , 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 . </response>"}
{"id": "648", "text": "\" Credit Extension \" is any Term Loan , or any other extension of credit by Lenders for Borrower ' s benefit .", "annotated_text": "<response> \" Credit Extension \" is any Term Loan , or any other extension of credit by Lenders for <person>Borrower</person> ' s benefit . </response>"}
{"id": "649", "text": "\" Default \" is any event which with notice or passage of time or both , would constitute an Event of Default .", "annotated_text": "<response> \" Default \" is any event which with notice or passage of time or both , would constitute an Event of Default . </response>"}
{"id": "650", "text": "\" Default Rate \" is defined in Section 2 . 2 ( b ).", "annotated_text": "<response> \" Default Rate \" is defined in Section 2 . 2 ( b ). </response>"}
{"id": "651", "text": "\" Deposit Account \" is any \" deposit account \" as defined in the Code with such additions to such term as may hereafter be made .", "annotated_text": "<response> \" Deposit Account \" is any \" deposit account \" as defined in the Code with such additions to such term as may hereafter be made . </response>"}
{"id": "652", "text": "\" Designated Deposit Account \" is Borrower ' s deposit account , account number maintained with Agent .", "annotated_text": "<response> \" Designated Deposit Account \" is <person>Borrower</person> ' s deposit account , account number maintained with Agent . </response>"}
{"id": "653", "text": "\" Dollars ,\" \" dollars \" and \"$\" each mean lawful money of the United States .", "annotated_text": "<response> \" Dollars ,\" \" dollars \" and \"$\" each mean lawful money of the <location>United States</location> . </response>"}
{"id": "654", "text": "\" Effective Date \" is defined in the preamble of this Agreement .", "annotated_text": "<response> \" Effective Date \" is defined in the preamble of this Agreement . </response>"}
{"id": "655", "text": "\" Equipment \" is all \" equipment \" as defined in the Code with such additions to such term as may hereafter be made , and includes without limitation all machinery , fixtures , goods , vehicles ( including motor vehicles and trailers ), and any interest in any of the foregoing .", "annotated_text": "<response> \" Equipment \" is all \" equipment \" as defined in the Code with such additions to such term as may hereafter be made , and includes without limitation all machinery , fixtures , goods , vehicles ( including motor vehicles and trailers ), and any interest in any of the foregoing . </response>"}
{"id": "656", "text": "\" ERISA \" is the Employee Retirement Income Security Act of 1974 , and its regulations .", "annotated_text": "<response> \" <organization>ERISA</organization> \" is the Employee Retirement Income Security Act of 1974 , and its regulations . </response>"}
{"id": "657", "text": "\" Event of Default \" is defined in Section 8 .", "annotated_text": "<response> \" Event of Default \" is defined in Section 8 . </response>"}
{"id": "658", "text": "\" Final Payment \" is a payment ( in addition to and not a substitution for the regular monthly payments of principal plus accrued interest ) due on the earlier to occur of ( a ) the Maturity Date for such Term Loan , or ( b ) the acceleration of such Term Loan , equal to the Loan Amount for such Term Loan multiplied by the Final Payment Percentage .", "annotated_text": "<response> \" Final Payment \" is a payment ( in addition to and not a substitution for the regular monthly payments of principal plus accrued interest ) due on the earlier to occur of ( a ) the Maturity Date for such Term Loan , or ( b ) the acceleration of such Term Loan , equal to the Loan Amount for such Term Loan multiplied by the Final Payment Percentage . </response>"}
{"id": "659", "text": "\" Final Payment Percentage \" is , for each Term Loan , two percent ( 2 . 00 %).", "annotated_text": "<response> \" Final Payment Percentage \" is , for each Term Loan , two percent ( 2 . 00 %). </response>"}
{"id": "660", "text": "\" First Draw Period \" is the period of time from the Effective Date through the earliest to occur of ( a ) December 31 , 2008 , and ( b ) termination by Agent after the occurrence and during the continuance of an Event of Default .", "annotated_text": "<response> \" First Draw Period \" is the period of time from the Effective Date through the earliest to occur of ( a ) December 31 , 2008 , and ( b ) termination by Agent after the occurrence and during the continuance of an Event of Default . </response>"}
{"id": "661", "text": "\" Funding Date \" is any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day .", "annotated_text": "<response> \" Funding Date \" is any date on which a Credit Extension is made to or on account of <person>Borrower</person> which shall be a Business Day . </response>"}
{"id": "662", "text": "\" 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 .", "annotated_text": "<response> \" GAAP \" is generally accepted accounting principles set forth in the opinions and pronouncements of the <organization>Accounting Principles Board</organization> of the <organization>American Institute of Certified Public Accountants</organization> and statements and pronouncements of the <organization>Financial Accounting Standards Board</organization> 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 . </response>"}
{"id": "663", "text": "- 17 - \" General Intangibles \" is all \" general intangibles \" 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 copyright rights , copyright applications , copyright registrations and like protections in each work of authorship and derivative work , whether published or unpublished , any patents , trademarks , service marks and , to the extent permitted under applicable law , any applications therefor , whether registered or not , any trade secret rights , including any rights to unpatented inventions , payment intangibles , royalties , contract rights , goodwill , franchise agreements , purchase orders , customer lists , route lists , telephone numbers , domain names , claims , income and other tax refunds , security and other deposits , options to purchase or sell real or personal property , rights in all litigation presently or hereafter pending ( whether in contract , tort or otherwise ), insurance policies ( including without limitation key man , property damage , and business interruption insurance ), payments of insurance and rights to payment of any kind .", "annotated_text": "<response> - 17 - \" General Intangibles \" is all \" general intangibles \" 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 copyright rights , copyright applications , copyright registrations and like protections in each work of authorship and derivative work , whether published or unpublished , any patents , trademarks , service marks and , to the extent permitted under applicable law , any applications therefor , whether registered or not , any trade secret rights , including any rights to unpatented inventions , payment intangibles , royalties , contract rights , goodwill , franchise agreements , purchase orders , customer lists , route lists , telephone numbers , domain names , claims , income and other tax refunds , security and other deposits , options to purchase or sell real or personal property , rights in all litigation presently or hereafter pending ( whether in contract , tort or otherwise ), insurance policies ( including without limitation key man , property damage , and business interruption insurance ), payments of insurance and rights to payment of any kind . </response>"}
{"id": "664", "text": "\" Gold Hill \" is defined in the preamble hereof .", "annotated_text": "<response> \" <location>Gold Hill</location> \" is defined in the preamble hereof . </response>"}
{"id": "665", "text": "\" Guarantor \" is any present or future guarantor of the Obligations .", "annotated_text": "<response> \" Guarantor \" is any present or future guarantor of the Obligations . </response>"}
{"id": "666", "text": "\" 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 .", "annotated_text": "<response> \" IL Subsidiary \" means , <organization>Vringo</organization> ( <location>Israel</location> ) 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 . </response>"}
{"id": "667", "text": "\" 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 .", "annotated_text": "<response> \" Insolvency Proceeding \" is any proceeding by or against any Person under the <location>United States</location> 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 . </response>"}
{"id": "668", "text": "\" 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 .", "annotated_text": "<response> \" 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 <person>Borrower</person> ' s custody or possession or in transit and including any returned goods and any documents of title representing any of the above . </response>"}
{"id": "669", "text": "\" Investment \" is any beneficial ownership interest in any Person ( including stock , partnership interest or other securities ), and any loan , advance or capital contribution to any Person .", "annotated_text": "<response> \" Investment \" is any beneficial ownership interest in any Person ( including stock , partnership interest or other securities ), and any loan , advance or capital contribution to any Person . </response>"}
{"id": "670", "text": "\" Key Person \" is the Borrower ' s Chief Executive Officer , who is Jonathan Medved as of the Effective Date .", "annotated_text": "<response> \" Key Person \" is the <person>Borrower</person> ' s Chief Executive Officer , who is <person>Jonathan Medved</person> as of the Effective Date . </response>"}
{"id": "671", "text": "\" Lender \" is any one of the Lenders .", "annotated_text": "<response> \" <person>Lender</person> \" is any one of the Lenders . </response>"}
{"id": "672", "text": "\" Lenders \" shall mean the Persons identified on Schedule 1 . 1 hereto and each assignee that becomes a party to this Agreement pursuant to Section 12 . 1 .", "annotated_text": "<response> \" Lenders \" shall mean the Persons identified on Schedule 1 . 1 hereto and each assignee that becomes a party to this Agreement pursuant to Section 12 . 1 . </response>"}
{"id": "673", "text": "\" 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 .", "annotated_text": "<response> \" 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 <person>Borrower</person> . </response>"}
{"id": "674", "text": "\" Lien \" is a mortgage , lien , deed of trust , charge , pledge , security interest or other encumbrance .", "annotated_text": "<response> \" Lien \" is a mortgage , lien , deed of trust , charge , pledge , security interest or other encumbrance . </response>"}
{"id": "675", "text": "\" Loan Amount \" in respect of each Term Loan is the original principal amount of such Term Loan .", "annotated_text": "<response> \" Loan Amount \" in respect of each Term Loan is the original principal amount of such Term Loan . </response>"}
{"id": "676", "text": "\" 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 .", "annotated_text": "<response> \" Loan Documents \" are , collectively , this Agreement , the Warrant , the Perfection Certificate , any note , or notes or guaranties executed by <person>Borrower</person> , 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 . </response>"}
{"id": "677", "text": "\" Maturity Date \" is the Term Loan Maturity Date .", "annotated_text": "<response> \" Maturity Date \" is the Term Loan Maturity Date . </response>"}
{"id": "678", "text": "\" Milestone Event No .", "annotated_text": "<response> \" Milestone Event No . </response>"}
{"id": "679", "text": "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 .", "annotated_text": "<response> 1 \" means <person>Borrower</person> 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 . </response>"}
{"id": "680", "text": "- 18 - \" Milestone Event No .", "annotated_text": "<response> - 18 - \" Milestone Event No . </response>"}
{"id": "681", "text": "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 .", "annotated_text": "<response> 2 \" means <person>Borrower</person> 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 . </response>"}
{"id": "682", "text": "\" 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 .", "annotated_text": "<response> \" Obligations \" are <person>Borrower</person> ' s obligation to pay when due any debts , principal , interest , Lenders ' Expenses , the Final Payment and other amounts <person>Borrower</person> 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 <person>Borrower</person> assigned to Agent and / or Lenders , and the performance of <person>Borrower</person> ' s duties under the Loan Documents . </response>"}
{"id": "683", "text": "Notwithstanding the foregoing , the term \" Obligations \" shall not include any of Borrower ' s obligations under any Warrant issued to Lenders .", "annotated_text": "<response> Notwithstanding the foregoing , the term \" Obligations \" shall not include any of <person>Borrower</person> ' s obligations under any Warrant issued to Lenders . </response>"}
{"id": "684", "text": "\" Operating Documents \" are , for any Person , such Person ' s formation documents , as certified with the Secretary of State of such Person ' s state of formation on a date that is no earlier than thirty ( 30 ) days prior to the Effective Date , and its bylaws in current form , each of the foregoing with all current amendments or modifications thereto .", "annotated_text": "<response> \" Operating Documents \" are , for any Person , such Person ' s formation documents , as certified with the Secretary of State of such Person ' s state of formation on a date that is no earlier than thirty ( 30 ) days prior to the Effective Date , and its bylaws in current form , each of the foregoing with all current amendments or modifications thereto . </response>"}
{"id": "685", "text": "\" Payment Date \" is the first calendar day of each month .", "annotated_text": "<response> \" Payment Date \" is the first calendar day of each month . </response>"}
{"id": "686", "text": "\" Payment / Advance Form \" is that certain form attached hereto as Exhibit B .", "annotated_text": "<response> \" Payment / Advance Form \" is that certain form attached hereto as Exhibit B . </response>"}
{"id": "687", "text": "\" Perfection Certificate \" is defined in Section 5 . 1 .", "annotated_text": "<response> \" Perfection Certificate \" is defined in Section 5 . 1 . </response>"}
{"id": "688", "text": "\" 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 .", "annotated_text": "<response> \" Permitted Indebtedness \" is : ( a ) <person>Borrower</person> ' 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 <person>Borrower</person> or its Subsidiary , as the case may be . </response>"}
{"id": "689", "text": "\" 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 ;", "annotated_text": "<response> \" 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 <person>Borrower</person> ' 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 <person>Borrower</person> ; </response>"}
{"id": "690", "text": "- 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 .", "annotated_text": "<response> - 19 - ( d ) Investments consisting of <person>Borrower</person> ' 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 <person>Borrower</person> and Investments by <person>Borrower</person> 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 <person>Borrower</person> or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by <person>Borrower</person> ' 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 <person>Borrower</person> in any Subsidiary ; ( j ) joint ventures or strategic alliances in the ordinary course of <person>Borrower</person> ' 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 <person>Borrower</person> 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 . </response>"}
{"id": "691", "text": "\" 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 ;", "annotated_text": "<response> \" 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 <person>Borrower</person> 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 <person>Borrower</person> 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 <person>Borrower</person> ' s business , if the leases , subleases , licenses and sublicenses do not prohibit granting Lenders a security interest ; </response>"}
{"id": "692", "text": "- 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 .", "annotated_text": "<response> - 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 <person>Borrower</person> ' 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 <person>Borrower</person> ' s Subsidiaries ' deposit and / or securities accounts held at such institutions . </response>"}
{"id": "693", "text": "\" Person \" is any individual , sole proprietorship , partnership , limited liability company , joint venture , company , trust , unincorporated organization , association , corporation , institution , public benefit corporation , firm , joint stock company , estate , entity or government agency .", "annotated_text": "<response> \" Person \" is any individual , sole proprietorship , partnership , limited liability company , joint venture , company , trust , unincorporated organization , association , corporation , institution , public benefit corporation , firm , joint stock company , estate , entity or government agency . </response>"}
{"id": "694", "text": "\" Prepayment Fee \" shall be an additional fee payable to the Agent in amount equal to : ( i ) for a prepayment made on or before one year from the applicable Funding Date of such Term Loan , three percent ( 3 . 0 %) of the principal amount of such Term Loan prepaid ; or ( ii ) for a prepayment made after one year , but on or before two years from the applicable Funding Date of such Term Loan , two percent ( 2 . 0 %) of the principal amount of such Term Loan prepaid ; or ( iii ) for a prepayment made after two years , but on or before three years from the applicable Funding Date of such Term Loan , one percent ( 1 . 0 %) of the principal amount of such Term Loan prepaid .", "annotated_text": "<response> \" Prepayment Fee \" shall be an additional fee payable to the Agent in amount equal to : ( i ) for a prepayment made on or before one year from the applicable Funding Date of such Term Loan , three percent ( 3 . 0 %) of the principal amount of such Term Loan prepaid ; or ( ii ) for a prepayment made after one year , but on or before two years from the applicable Funding Date of such Term Loan , two percent ( 2 . 0 %) of the principal amount of such Term Loan prepaid ; or ( iii ) for a prepayment made after two years , but on or before three years from the applicable Funding Date of such Term Loan , one percent ( 1 . 0 %) of the principal amount of such Term Loan prepaid . </response>"}
{"id": "695", "text": "\" 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 .", "annotated_text": "<response> \" 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 <person>Borrower</person> . </response>"}
{"id": "696", "text": "\" Second Draw Period \" is the period of time commencing upon the occurrence of the Milestone Event No .", "annotated_text": "<response> \" Second Draw Period \" is the period of time commencing upon the occurrence of the Milestone Event No . </response>"}
{"id": "697", "text": "1 through the earliest to occur of ( x ) March 31 , 2009 , and ( y ) termination by Agent after the occurrence and during the continuance of an Event of Default .", "annotated_text": "<response> 1 through the earliest to occur of ( x ) March 31 , 2009 , and ( y ) termination by Agent after the occurrence and during the continuance of an Event of Default . </response>"}
{"id": "698", "text": "\" Securities Account \" is any \" securities account \" as defined in the Code with such additions to such term as may hereafter be made .", "annotated_text": "<response> \" Securities Account \" is any \" securities account \" as defined in the Code with such additions to such term as may hereafter be made . </response>"}
{"id": "699", "text": "\" 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 .", "annotated_text": "<response> \" Subordinated Debt \" is indebtedness incurred by <person>Borrower</person> subordinated to all of <person>Borrower</person> ' 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 . </response>"}
{"id": "700", "text": "\" Subsidiary \" is , with respect to any Person , any Person of which more than 50 % of the voting stock or other equity interests ( in the case of Persons other than corporations ) is owned or controlled , directly or indirectly , by such Person or one or more Affiliates of such Person .", "annotated_text": "<response> \" Subsidiary \" is , with respect to any Person , any Person of which more than 50 % of the voting stock or other equity interests ( in the case of Persons other than corporations ) is owned or controlled , directly or indirectly , by such Person or one or more Affiliates of such Person . </response>"}
{"id": "701", "text": "\" SVB \" is defined in the preamble hereof .", "annotated_text": "<response> \" SVB \" is defined in the preamble hereof . </response>"}
{"id": "702", "text": "\" Term Loan \" is defined in Section 2 . 1 . 1 hereof .", "annotated_text": "<response> \" Term Loan \" is defined in Section 2 . 1 . 1 hereof . </response>"}
{"id": "703", "text": "- 21 - \" Term Loan Maturity Date \" is the final Payment Date for each Term Loan which shall be the date thirty - five ( 35 ) months from the first Payment Date for such Term Loan .", "annotated_text": "<response> - 21 - \" Term Loan Maturity Date \" is the final Payment Date for each Term Loan which shall be the date thirty - five ( 35 ) months from the first Payment Date for such Term Loan . </response>"}
{"id": "704", "text": "\" Third Draw Period \" is the period of time commencing upon the occurrence of the Milestone Event No .", "annotated_text": "<response> \" Third Draw Period \" is the period of time commencing upon the occurrence of the Milestone Event No . </response>"}
{"id": "705", "text": "2 through the earliest to occur of ( x ) March 31 , 2009 , and ( y ) termination by Agent after the occurrence and during the continuance of an Event of Default .", "annotated_text": "<response> 2 through the earliest to occur of ( x ) March 31 , 2009 , and ( y ) termination by Agent after the occurrence and during the continuance of an Event of Default . </response>"}
{"id": "706", "text": "\" Transfer \" is defined in Section 7 . 1 .", "annotated_text": "<response> \" Transfer \" is defined in Section 7 . 1 . </response>"}
{"id": "707", "text": "\" 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 .", "annotated_text": "<response> \" Warrant \" is , collectively , ( a ) that certain Warrant to Purchase Stock dated as of the Effective Date executed by <person>Borrower</person> in favor of SVB , and ( b ) that certain Warrant to Purchase Stock dated as of the Effective Date executed by <person>Borrower</person> in favor of <location>Gold Hill</location> . </response>"}
{"id": "708", "text": "[ Signature page follows .]", "annotated_text": "<response> [ Signature page follows .] </response>"}
{"id": "709", "text": "- 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 .", "annotated_text": "<response> - 22 - IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as a sealed instrument under the laws of the <location>Commonwealth of Massachusetts</location> as of the Effective Date . </response>"}
{"id": "710", "text": "BORROWER :", "annotated_text": "<response> <person>BORROWER</person> : </response>"}
{"id": "711", "text": "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", "annotated_text": "<response> <organization>VRINGO</organization> , INC . By : / s / <person>Jonathan Medved</person> Name : <person>Jonathan Medved</person> Title : CEO LENDERS : <organization>SILICON VALLEY BANK</organization> , as Agent and as a <person>LENDER</person> By : / s / <person>Michael Morreti</person> Name : <person>Michael Morreti</person> Title : <location>SVP GOLD HILL VENTURE LENDING 03</location> , L . P ., as <person>LENDER</person> </response>"}
{"id": "712", "text": "By : GOLD HILL VENTURE LENDING PARTNERS 03 , LLC , its General Partner By : / s / David Fischer Name : David Fischer Title : Manager [ Signature page to Loan and Security Agreement ] Schedule 1 . 1 Lenders and Commitments", "annotated_text": "<response> By : GOLD HILL VENTURE LENDING PARTNERS 03 , LLC , its General Partner By : / s / David Fischer Name : David Fischer Title : Manager [ Signature page to Loan and Security Agreement ] Schedule 1 . 1 Lenders and Commitments </response>"}
{"id": "713", "text": "Lender", "annotated_text": "<response> <person>Lender</person> </response>"}
{"id": "714", "text": "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 %", "annotated_text": "<response> Commitment Commitment Percentage <organization>Silicon Valley Bank</organization> $ 1 , 500 , 000 . 00 30 . 00 % <location>Gold Hill Venture Lending 03</location> , L . P . $ 3 , 500 , 000 . 00 70 . 00 % TOTAL $ 5 , 000 , 000 . 00 100 . 00 % </response>"}
{"id": "715", "text": "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 .", "annotated_text": "<response> 1 EXHIBIT A The Collateral consists of all of <person>Borrower</person> ' 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 <person>Borrower</person> ' 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 . </response>"}
{"id": "716", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> 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 <person>Borrower</person> 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 . </response>"}
{"id": "717", "text": "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 .", "annotated_text": "<response> Pursuant to the terms of a certain negative pledge arrangement with Lenders , <person>Borrower</person> 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 <person>Borrower</person> 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 . </response>"}
{"id": "718", "text": "2 EXHIBIT B Loan Payment / Term Loan Advance Request Form Deadline for same day processing is 12 : 00 E . S . T .", "annotated_text": "<response> 2 EXHIBIT B Loan Payment / Term Loan Advance Request Form Deadline for same day processing is 12 : 00 E . S . T . </response>"}
{"id": "719", "text": "Fax To :", "annotated_text": "<response> Fax To : </response>"}
{"id": "720", "text": "Date : LOAN PAYMENT : Vringo , Inc .", "annotated_text": "<response> Date : LOAN PAYMENT : <organization>Vringo</organization> , Inc . </response>"}
{"id": "721", "text": "From Account # To Account # ( Deposit Account #) ( Loan Account #) Principal $ and / or Interest $", "annotated_text": "<response> From Account # To Account # ( Deposit Account #) ( Loan Account #) Principal $ and / or Interest $ </response>"}
{"id": "722", "text": "Authorized Signature : Phone Number : LOAN ADVANCE : Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire .", "annotated_text": "<response> Authorized Signature : Phone Number : LOAN ADVANCE : Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire . </response>"}
{"id": "723", "text": "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 :", "annotated_text": "<response> From Account # To Account # ( Loan Account #) ( Deposit Account #) Amount of Term Loan Advance $ All <person>Borrower</person> ' 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 : </response>"}
{"id": "724", "text": "Authorized Signature : Phone Number : OUTGOING WIRE REQUEST Complete only if all or a portion of funds from the loan advance above are to be wired .", "annotated_text": "<response> Authorized Signature : Phone Number : OUTGOING WIRE REQUEST Complete only if all or a portion of funds from the loan advance above are to be wired . </response>"}
{"id": "725", "text": "Deadline for same day processing is 12 : 00pm , E . S . T .", "annotated_text": "<response> Deadline for same day processing is 12 : 00pm , E . S . T . </response>"}
{"id": "726", "text": "Beneficiary Name : Amount of Wire : $ Beneficiary Bank : Account Number : City and Sate : Beneficiary Bank Transit ( ABA ) #: _________________ Beneficiary Bank Code ( Swift , Sort , Chip , etc .", "annotated_text": "<response> Beneficiary Name : Amount of Wire : $ Beneficiary <organization>Bank</organization> : Account Number : City and Sate : Beneficiary <organization>Bank</organization> Transit ( ABA ) #: _________________ Beneficiary <organization>Bank</organization> Code ( Swift , Sort , Chip , etc . </response>"}
{"id": "727", "text": "): ( 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 ).", "annotated_text": "<response> ): ( For International Wire Only ) Intermediary <organization>Bank</organization> : 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 ). </response>"}
{"id": "728", "text": "Authorized Signature : 2nd Signature ( If Required ): Print Name / Title : Print Name / Title : Telephone # Telephone #", "annotated_text": "<response> Authorized Signature : 2nd Signature ( If Required ): Print Name / Title : Print Name / Title : Telephone # Telephone # </response>"}
{"id": "729", "text": "1", "annotated_text": "<response> 1 </response>"}
{"id": "730", "text": "-DOCSTART-", "annotated_text": "<response> -DOCSTART- </response>"}
{"id": "731", "text": "Loan Agreement", "annotated_text": "<response> Loan Agreement </response>"}
{"id": "732", "text": "This Loan Agreement ( this \u201c Agreement \u201d) is made and entered into by and between the parties listed below as of the 19th day of October , 2004 in Beijing :", "annotated_text": "<response> This Loan Agreement ( this \u201c Agreement \u201d) is made and entered into by and between the parties listed below as of the 19th day of October , 2004 in <location>Beijing</location> : </response>"}
{"id": "733", "text": "( 1 ) Lenovo - AsiaInfo Technologies , Inc . (\u201c Lender \u201d), a limited company duly organized and existing under the laws of the People \u2019 s Republic of China (\u201c PRC \u201d or \u201c China \u201d) with its address at 3 / F Zhongdian Information Tower , No . 6 Zhongguancun South Street , Haidian District , Beijing 100086 , P . R .", "annotated_text": "<response> ( 1 ) <organization>Lenovo - AsiaInfo Technologies</organization> , Inc . (\u201c <person>Lender</person> \u201d), a limited company duly organized and existing under the laws of the People \u2019 s Republic of <location>China</location> (\u201c PRC \u201d or \u201c <location>China</location> \u201d) with its address at <location>3 / F Zhongdian Information Tower</location> , No . <location>6 Zhongguancun South Street</location> , <location>Haidian District</location> , <location>Beijing</location> 100086 , P . R . </response>"}
{"id": "734", "text": "China ;", "annotated_text": "<response> <location>China</location> ; </response>"}
{"id": "735", "text": "( 2 ) Bing Yu (\u201c Borrower \u201d), a citizen of China with Chinese identification No .", "annotated_text": "<response> ( 2 ) <person>Bing Yu</person> (\u201c <person>Borrower</person> \u201d), a citizen of <location>China</location> with <miscellaneous>Chinese</miscellaneous> identification No . </response>"}
{"id": "736", "text": ": 110108650831235 , and an address at 1 - 4 - 48 , No . 1 Jinjia Village , Fengtai District , Beijing , P . R . China .", "annotated_text": "<response> : 110108650831235 , and an address at 1 - 4 - 48 , No . 1 <location>Jinjia Village</location> , <location>Fengtai District</location> , <location>Beijing</location> , P . R . <location>China</location> . </response>"}
{"id": "737", "text": "Each of Lender and Borrower shall be hereinafter referred to as a \u201c Party \u201d respectively , and collectively , the \u201c Parties \u201d.", "annotated_text": "<response> Each of <person>Lender</person> and <person>Borrower</person> shall be hereinafter referred to as a \u201c Party \u201d respectively , and collectively , the \u201c Parties \u201d. </response>"}
{"id": "738", "text": "Whereas , Lender intends to provide Borrower with a loan to be used under this Agreement .", "annotated_text": "<response> Whereas , <person>Lender</person> intends to provide <person>Borrower</person> with a loan to be used under this Agreement . </response>"}
{"id": "739", "text": "To further clarify the rights and obligations of both Lender and Borrower , after friendly consultation , the Parties agree as follows :", "annotated_text": "<response> To further clarify the rights and obligations of both <person>Lender</person> and <person>Borrower</person> , after friendly consultation , the Parties agree as follows : </response>"}
{"id": "740", "text": "1 Loan", "annotated_text": "<response> 1 Loan </response>"}
{"id": "741", "text": "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 \u201c Loan \u201d) to Borrower .", "annotated_text": "<response> 1 . 1 In accordance with the terms and conditions of this Agreement , <person>Lender</person> agrees to provide a loan in the amount of RMB6 , 000 , 000 . 00 ( the \u201c Loan \u201d) to <person>Borrower</person> . </response>"}
{"id": "742", "text": "The term of the Loan shall be ten years from the date of this Agreement , which may be extended upon mutual written consent of the Parties .", "annotated_text": "<response> The term of the Loan shall be ten years from the date of this Agreement , which may be extended upon mutual written consent of the Parties . </response>"}
{"id": "743", "text": "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 :", "annotated_text": "<response> During the term of the Loan or the extended term of the Loan , <person>Borrower</person> shall immediately repay the full amount of the Loan in the event any one or more of the following circumstances occur : </response>"}
{"id": "744", "text": "1 . 1 . 1 30 days elapse after the Borrower receives written notice from the Lender requesting repayment of the Loan ;", "annotated_text": "<response> 1 . 1 . 1 30 days elapse after the <person>Borrower</person> receives written notice from the <person>Lender</person> requesting repayment of the Loan ; </response>"}
{"id": "745", "text": "1 . 1 . 2 Borrower \u2019 s death , lack or limitation of civil capacity ;", "annotated_text": "<response> 1 . 1 . 2 <person>Borrower</person> \u2019 s death , lack or limitation of civil capacity ; </response>"}
{"id": "746", "text": "1 . 1 . 3 Borrower ceases ( for any reason ) to be an employee of Lender , Borrower Company ( as defined below ) or its affiliated entity ;", "annotated_text": "<response> 1 . 1 . 3 <person>Borrower</person> ceases ( for any reason ) to be an employee of <person>Lender</person> , <person>Borrower</person> Company ( as defined below ) or its affiliated entity ; </response>"}
{"id": "747", "text": "1 . 1 . 4 Borrower engages in criminal conduct or is involved in criminal activities ;", "annotated_text": "<response> 1 . 1 . 4 <person>Borrower</person> engages in criminal conduct or is involved in criminal activities ; </response>"}
{"id": "748", "text": "1 1 . 1 . 5 Any third party filed a claim against Borrower that exceeds RMB1 , 000 , 000 ; or", "annotated_text": "<response> 1 1 . 1 . 5 Any third party filed a claim against <person>Borrower</person> that exceeds RMB1 , 000 , 000 ; or </response>"}
{"id": "749", "text": "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 \u201c Exclusive Option Agreement \u201d) described in Sections 4 . 1 . 1 and 4 . 2 . 5 of this Agreement .", "annotated_text": "<response> 1 . 1 . 6 According to the applicable laws of <location>China</location> , foreign investors are permitted to invest in security service business in <location>China</location> with a controlling stake or in the form of wholly - foreign - owned enterprises , the relevant competent authorities of <location>China</location> begin to approve such investments , and <person>Lender</person> decides to exercise the exclusive option under the Exclusive Option Agreement ( the \u201c Exclusive Option Agreement \u201d) described in Sections 4 . 1 . 1 and 4 . 2 . 5 of this Agreement . </response>"}
{"id": "750", "text": "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 .", "annotated_text": "<response> 1 . 2 <person>Lender</person> agrees to remit the total amount under the Loan to the account designated by <person>Borrower</person> within 10 working days after receiving a written notification from the <person>Borrower</person> regarding the same , provided that all the conditions precedent in Section 2 are fulfilled . </response>"}
{"id": "751", "text": "Borrower shall provide Lender with a written receipt for the Loan upon receiving the Loan .", "annotated_text": "<response> <person>Borrower</person> shall provide <person>Lender</person> with a written receipt for the Loan upon receiving the Loan . </response>"}
{"id": "752", "text": "The Loan provided by Lender under this Agreement shall inure to Borrower \u2019 s benefit only and not to Borrower \u2019 s successors or assigns .", "annotated_text": "<response> The Loan provided by <person>Lender</person> under this Agreement shall inure to <person>Borrower</person> \u2019 s benefit only and not to <person>Borrower</person> \u2019 s successors or assigns . </response>"}
{"id": "753", "text": "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 \u201c Borrower Company \u201d, a domestic - funded limited liability company in China with registered capital of Renminbi Twenty Four Million ( RMB24 , 000 , 000 . 00 )).", "annotated_text": "<response> 1 . 3 <person>Borrower</person> agrees to accept the aforementioned Loan provided by <person>Lender</person> , and hereby agrees and warrants that the Loan shall be used solely to fund its contribution to the registered capital of [ <organization>Lenovo Security Technology Ltd</organization> . ( hereinafter the \u201c <person>Borrower</person> Company \u201d, a domestic - funded limited liability company in <location>China</location> with registered capital of Renminbi Twenty Four Million ( RMB24 , 000 , 000 . 00 )). </response>"}
{"id": "754", "text": "Upon such contribution , Borrower shall own 25 % of the equity interests in Borrower Company ( the \u201c Borrower Equity Interest \u201d).", "annotated_text": "<response> Upon such contribution , <person>Borrower</person> shall own 25 % of the equity interests in <person>Borrower</person> Company ( the \u201c <person>Borrower</person> Equity Interest \u201d). </response>"}
{"id": "755", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> agrees to secure registration of the <person>Borrower</person> Company within 10 working days after receiving the Loan , and provide <person>Lender</person> with copies of the registration documents at the government department for industry and commerce , business licenses , and articles of association . </response>"}
{"id": "756", "text": "Without Lender \u2019 s prior written consent , Borrower shall not use the Loan for any purpose other than as set forth herein .", "annotated_text": "<response> Without <person>Lender</person> \u2019 s prior written consent , <person>Borrower</person> shall not use the Loan for any purpose other than as set forth herein . </response>"}
{"id": "757", "text": "1 . 4 Lender and Borrower hereby agree and acknowledge that Borrower \u2019 s method of repayment may at Lender \u2019 s option take the form of Borrower \u2019 s transferring the Borrower Equity Interest to Lender or Lender \u2019 s designated person ( legal or natural person ) pursuant to the Lender \u2019 s exercise of its right to acquire the Borrower Equity Interest under the Exclusive Option Agreement .", "annotated_text": "<response> 1 . 4 <person>Lender</person> and <person>Borrower</person> hereby agree and acknowledge that <person>Borrower</person> \u2019 s method of repayment may at <person>Lender</person> \u2019 s option take the form of <person>Borrower</person> \u2019 s transferring the <person>Borrower</person> Equity Interest to <person>Lender</person> or <person>Lender</person> \u2019 s designated person ( legal or natural person ) pursuant to the <person>Lender</person> \u2019 s exercise of its right to acquire the <person>Borrower</person> Equity Interest under the Exclusive Option Agreement . </response>"}
{"id": "758", "text": "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 .", "annotated_text": "<response> 1 . 5 <person>Lender</person> and <person>Borrower</person> hereby agree and acknowledge that any proceeds from the transfer of the <person>Borrower</person> Equity Interest ( to the extent permissible ) shall be used to repay the Loan to <person>Lender</person> , in accordance with this Agreement in the manner designated by <person>Lender</person> . </response>"}
{"id": "759", "text": "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 .", "annotated_text": "<response> 2 1 . 6 <person>Lender</person> and <person>Borrower</person> hereby agree and acknowledge that to the extent permitted by applicable laws , <person>Lender</person> shall have the right but not the obligation to purchase or designate other persons ( legal or natural persons ) to purchase <person>Borrower</person> Equity Interest in part or in whole at any time , at the price stipulated in the Exclusive Option Agreement . </response>"}
{"id": "760", "text": "1 . 7 Borrower also undertakes to execute an irrevocable Power of Attorney ( the \u201c Power of Attorney \u201d, referred to in Section 4 . 2 . 4 ), which authorizes a legal or natural person designated by Lender to exercise all of Borrower \u2019 s rights as a shareholder of Borrower Company .", "annotated_text": "<response> 1 . 7 <person>Borrower</person> also undertakes to execute an irrevocable Power of Attorney ( the \u201c Power of Attorney \u201d, referred to in Section 4 . 2 . 4 ), which authorizes a legal or natural person designated by <person>Lender</person> to exercise all of <person>Borrower</person> \u2019 s rights as a shareholder of <person>Borrower</person> Company . </response>"}
{"id": "761", "text": "1 . 8 When Borrower transfers Borrower Equity Interest to Lender or Lender \u2019 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 .", "annotated_text": "<response> 1 . 8 When <person>Borrower</person> transfers <person>Borrower</person> Equity Interest to <person>Lender</person> or <person>Lender</person> \u2019 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 . </response>"}
{"id": "762", "text": "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 .", "annotated_text": "<response> 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 <person>Borrower</person> to <person>Lender</person> . </response>"}
{"id": "763", "text": "2 Conditions Precedent", "annotated_text": "<response> 2 Conditions Precedent </response>"}
{"id": "764", "text": "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 .", "annotated_text": "<response> The obligation of <person>Lender</person> to provide the Loan to <person>Borrower</person> contemplated in Section 1 . 1 shall be subject to the satisfaction of the following conditions , unless waived in writing by <person>Lender</person> . </response>"}
{"id": "765", "text": "2 . 1 Lender receives the written notification for drawdown under the Loan sent by Borrower according to Section 1 . 2 .", "annotated_text": "<response> 2 . 1 <person>Lender</person> receives the written notification for drawdown under the Loan sent by <person>Borrower</person> according to Section 1 . 2 . </response>"}
{"id": "766", "text": "2 . 2 All the representations and warranties by Borrower in Section 3 . 2 are true , complete , correct and not misleading .", "annotated_text": "<response> 2 . 2 All the representations and warranties by <person>Borrower</person> in Section 3 . 2 are true , complete , correct and not misleading . </response>"}
{"id": "767", "text": "2 . 3 Borrower has not violated the covenants in Section 4 of this Agreement , and no event which may affect Borrower \u2019 s performance of its obligations under this Agreement has occurred or is expected to occur .", "annotated_text": "<response> 2 . 3 <person>Borrower</person> has not violated the covenants in Section 4 of this Agreement , and no event which may affect <person>Borrower</person> \u2019 s performance of its obligations under this Agreement has occurred or is expected to occur . </response>"}
{"id": "768", "text": "3 Representations and Warranties", "annotated_text": "<response> 3 Representations and Warranties </response>"}
{"id": "769", "text": "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 :", "annotated_text": "<response> 3 . 1 Between the date of this Agreement and the date of termination of this Agreement , <person>Lender</person> hereby makes the following representations and warranties to <person>Borrower</person> : </response>"}
{"id": "770", "text": "3 . 1 . 1 Lender is a company duly organized and legally existing in accordance with the laws of China ;", "annotated_text": "<response> 3 . 1 . 1 <person>Lender</person> is a company duly organized and legally existing in accordance with the laws of <location>China</location> ; </response>"}
{"id": "771", "text": "3 3 . 1 . 2 Lender has the legal capacity to execute and perform this Agreement .", "annotated_text": "<response> 3 3 . 1 . 2 <person>Lender</person> has the legal capacity to execute and perform this Agreement . </response>"}
{"id": "772", "text": "The execution and performance by Lender of this Agreement is consistent with Lender \u2019 s scope of business and the provisions of Lender \u2019 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", "annotated_text": "<response> The execution and performance by <person>Lender</person> of this Agreement is consistent with <person>Lender</person> \u2019 s scope of business and the provisions of <person>Lender</person> \u2019 s corporate bylaws and other organizational documents , and <person>Lender</person> has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement ; and </response>"}
{"id": "773", "text": "3 . 1 . 3 This Agreement constitutes Lender \u2019 s legal , valid and binding obligations , enforceable in accordance with its terms .", "annotated_text": "<response> 3 . 1 . 3 This Agreement constitutes <person>Lender</person> \u2019 s legal , valid and binding obligations , enforceable in accordance with its terms . </response>"}
{"id": "774", "text": "3 . 2 Between the date of this Agreement and the date of termination of this Agreement , Borrower hereby makes the following representations and warranties :", "annotated_text": "<response> 3 . 2 Between the date of this Agreement and the date of termination of this Agreement , <person>Borrower</person> hereby makes the following representations and warranties : </response>"}
{"id": "775", "text": "3 . 2 . 1 Borrower has the legal capacity to execute and perform this Agreement .", "annotated_text": "<response> 3 . 2 . 1 <person>Borrower</person> has the legal capacity to execute and perform this Agreement . </response>"}
{"id": "776", "text": "Borrower has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement ;", "annotated_text": "<response> <person>Borrower</person> has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement ; </response>"}
{"id": "777", "text": "3 . 2 . 2 This Agreement constitutes Borrower \u2019 s legal , valid and binding obligations enforceable in accordance with its terms ; and", "annotated_text": "<response> 3 . 2 . 2 This Agreement constitutes <person>Borrower</person> \u2019 s legal , valid and binding obligations enforceable in accordance with its terms ; and </response>"}
{"id": "778", "text": "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 .", "annotated_text": "<response> 3 . 2 . 3 There are no disputes , litigation , arbitrations , administrative proceedings or any other legal proceedings relating to <person>Borrower</person> , nor are there any potential disputes , litigations , arbitrations , administrative proceedings or any other legal proceedings relating to <person>Borrower</person> . </response>"}
{"id": "779", "text": "4 Borrower \u2019 s Covenants", "annotated_text": "<response> 4 <person>Borrower</person> \u2019 s Covenants </response>"}
{"id": "780", "text": "4 . 1 As a shareholder of Borrower Company , Borrower covenants that during the term of this Agreement , Borrower shall cause Borrower Company :", "annotated_text": "<response> 4 . 1 As a shareholder of <person>Borrower</person> Company , <person>Borrower</person> covenants that during the term of this Agreement , <person>Borrower</person> shall cause <person>Borrower</person> Company : </response>"}
{"id": "781", "text": "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 (\u201c Exclusive Business Cooperation Agreement \u201d) 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 );", "annotated_text": "<response> 4 . 1 . 1 to execute the Exclusive Option Agreement with <person>Borrower</person> and <person>Lender</person> , under which <person>Borrower</person> shall irrevocably grant <person>Lender</person> an exclusive option to purchase all of the <person>Borrower</person> Equity Interest ; to execute an Exclusive Business Cooperation Agreement (\u201c Exclusive Business Cooperation Agreement \u201d) with <person>Lender</person> ( or a party designated by <person>Lender</person> ), under which <person>Lender</person> ( or a party designated by <person>Lender</person> ), as an exclusive service provider , will provide <person>Borrower</person> 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 <person>Borrower</person> Company , and to complete all the related governmental approvals , registrations or fillings ( as applicable ); </response>"}
{"id": "782", "text": "4 4 . 1 . 2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement , and to refrain from any action or omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement ;", "annotated_text": "<response> 4 4 . 1 . 2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement , and to refrain from any action or omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement ; </response>"}
{"id": "783", "text": "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 ;", "annotated_text": "<response> 4 . 1 . 3 at the request of <person>Lender</person> ( or a party designated by <person>Lender</person> ), to execute contracts or agreements on business cooperation with <person>Lender</person> ( or a party designated by <person>Lender</person> ), and to strictly abide by such contracts or agreements ; </response>"}
{"id": "784", "text": "4 . 1 . 4 without Lender \u2019 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 ;", "annotated_text": "<response> 4 . 1 . 4 without <person>Lender</person> \u2019 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 ; </response>"}
{"id": "785", "text": "4 . 1 . 5 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs ;", "annotated_text": "<response> 4 . 1 . 5 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs ; </response>"}
{"id": "786", "text": "4 . 1 . 6 without Lender \u2019 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 ;", "annotated_text": "<response> 4 . 1 . 6 without <person>Lender</person> \u2019 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 ; </response>"}
{"id": "787", "text": "4 . 1 . 7 without Lender \u2019 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 \u2019 s written consent has been obtained ;", "annotated_text": "<response> 4 . 1 . 7 without <person>Lender</person> \u2019 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 <person>Lender</person> for which <person>Lender</person> \u2019 s written consent has been obtained ; </response>"}
{"id": "788", "text": "4 . 1 . 8 to operate its business in the ordinary course and to maintain the value of its assets ;", "annotated_text": "<response> 4 . 1 . 8 to operate its business in the ordinary course and to maintain the value of its assets ; </response>"}
{"id": "789", "text": "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 );", "annotated_text": "<response> 4 . 1 . 9 without the prior written consent of <person>Lender</person> , 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 ); </response>"}
{"id": "790", "text": "4 . 1 . 10 without the prior written consent of Lender , not to provide any person with any loan or credit ;", "annotated_text": "<response> 4 . 1 . 10 without the prior written consent of <person>Lender</person> , not to provide any person with any loan or credit ; </response>"}
{"id": "791", "text": "4 . 1 . 11 without the prior written consent of Lender , not to merge , consolidate with , acquire , or invest in any person ;", "annotated_text": "<response> 4 . 1 . 11 without the prior written consent of <person>Lender</person> , not to merge , consolidate with , acquire , or invest in any person ; </response>"}
{"id": "792", "text": "4 . 1 . 12 to maintain the ownership of all of its assets , execute all necessary or appropriate documents , take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims ;", "annotated_text": "<response> 4 . 1 . 12 to maintain the ownership of all of its assets , execute all necessary or appropriate documents , take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims ; </response>"}
{"id": "793", "text": "5 4 . 1 . 13 without the prior written consent of Lender or unless requested by Lender , not to distribute dividends to shareholders ;", "annotated_text": "<response> 5 4 . 1 . 13 without the prior written consent of <person>Lender</person> or unless requested by <person>Lender</person> , not to distribute dividends to shareholders ; </response>"}
{"id": "794", "text": "4 . 1 . 14 to provide Lender with all of the information on Borrower Company \u2019 s business operations and financial condition at Lender \u2019 s request ;", "annotated_text": "<response> 4 . 1 . 14 to provide <person>Lender</person> with all of the information on <person>Borrower</person> Company \u2019 s business operations and financial condition at <person>Lender</person> \u2019 s request ; </response>"}
{"id": "795", "text": "4 . 1 . 15 to immediately notify Lender of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to Borrower Company \u2019 s assets , business or income ;", "annotated_text": "<response> 4 . 1 . 15 to immediately notify <person>Lender</person> of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to <person>Borrower</person> Company \u2019 s assets , business or income ; </response>"}
{"id": "796", "text": "4 . 1 . 16 at the request of Lender , to appoint any persons designated by Lender as directors of Borrower Company .", "annotated_text": "<response> 4 . 1 . 16 at the request of <person>Lender</person> , to appoint any persons designated by <person>Lender</person> as directors of <person>Borrower</person> Company . </response>"}
{"id": "797", "text": "4 . 2 Borrower covenants that during the term of this Agreement , he shall :", "annotated_text": "<response> 4 . 2 <person>Borrower</person> covenants that during the term of this Agreement , he shall : </response>"}
{"id": "798", "text": "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 .", "annotated_text": "<response> 4 . 2 . 1 ensure that <person>Borrower</person> Company shall be set up within 20 working days after receiving the Loan , according to the laws of <location>China</location> , and take all steps necessary to ensure that <person>Borrower</person> Company maintains its legal existence according to the laws of <location>China</location> ; <person>Borrower</person> 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 <person>Borrower</person> shall own 25 % of the equity interest of <person>Borrower</person> Company . </response>"}
{"id": "799", "text": "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 ;", "annotated_text": "<response> 4 . 2 . 2 pay its contribution of 25 % of the registered capital of <person>Borrower</person> Company in full in accordance with the laws of <location>China</location> , and provide <person>Lender</person> with the business license and a capital contribution verification report regarding paid - in capital contributions from a qualified accounting firm ; </response>"}
{"id": "800", "text": "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 ;", "annotated_text": "<response> 4 . 2 . 3 cause <person>Borrower</person> 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 <location>China</location> ; <person>Borrower</person> shall provide <person>Lender</person> with all the said governmental approvals for verification ; </response>"}
{"id": "801", "text": "4 . 2 . 4 execute an irrevocable Power of Attorney , which authorizes a legal or natural person designated by Lender to exercise all of Borrower \u2019 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 ;", "annotated_text": "<response> 4 . 2 . 4 execute an irrevocable Power of Attorney , which authorizes a legal or natural person designated by <person>Lender</person> to exercise all of <person>Borrower</person> \u2019 s rights as a shareholder in <person>Borrower</person> 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 <person>Lender</person> ; </response>"}
{"id": "802", "text": "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 ;", "annotated_text": "<response> 4 . 2 . 5 execute the Exclusive Option Agreement with <person>Lender</person> and <person>Borrower</person> Company , under which <person>Borrower</person> shall irrevocably grant to <person>Lender</person> an exclusive option to purchase all of the <person>Borrower</person> Equity Interest ; </response>"}
{"id": "803", "text": "6 4 . 2 . 6 execute a Share Pledge Agreement ( the \u201c Share Pledge Agreement \u201d) with Lender , under which Borrower shall pledge the Borrower Equity Interest to Lender ;", "annotated_text": "<response> 6 4 . 2 . 6 execute a Share Pledge Agreement ( the \u201c Share Pledge Agreement \u201d) with <person>Lender</person> , under which <person>Borrower</person> shall pledge the <person>Borrower</person> Equity Interest to <person>Lender</person> ; </response>"}
{"id": "804", "text": "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 );", "annotated_text": "<response> 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 <person>Borrower</person> Company , and complete all the related governmental approvals , registrations or fillings ( as applicable ); </response>"}
{"id": "805", "text": "4 . 2 . 8 abide by the provisions of this Agreement , the Power of Attorney , the Share Pledge Agreement and the Exclusive Option Agreement , perform his obligations under this Agreement , the Power of Attorney , the Share Pledge Agreement and the Exclusive Option Agreement , and refrain from any action or omission that may affect the effectiveness and enforceability of this Agreement , the Share Pledge Agreement and the Exclusive Option Agreement ;", "annotated_text": "<response> 4 . 2 . 8 abide by the provisions of this Agreement , the Power of Attorney , the Share Pledge Agreement and the Exclusive Option Agreement , perform his obligations under this Agreement , the Power of Attorney , the Share Pledge Agreement and the Exclusive Option Agreement , and refrain from any action or omission that may affect the effectiveness and enforceability of this Agreement , the Share Pledge Agreement and the Exclusive Option Agreement ; </response>"}
{"id": "806", "text": "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 ;", "annotated_text": "<response> 4 . 2 . 9 not sell , transfer , mortgage or dispose of in any other manner its legal or beneficial interest in <person>Borrower</person> Equity Interest , or allow the encumbrance thereon of any security interest , except in accordance with the Share Pledge Agreement ; </response>"}
{"id": "807", "text": "4 . 2 . 10 cause any shareholders \u2019 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 \u2019 s designated person ;", "annotated_text": "<response> 4 . 2 . 10 cause any shareholders \u2019 meeting and / or board of directors meeting of <person>Borrower</person> 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 <person>Borrower</person> , or allow the encumbrance thereon of any security interest , except to <person>Lender</person> or <person>Lender</person> \u2019 s designated person ; </response>"}
{"id": "808", "text": "4 . 2 . 11 cause any shareholders \u2019 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 ;", "annotated_text": "<response> 4 . 2 . 11 cause any shareholders \u2019 meeting and / or board of directors of the <person>Borrower</person> Company not to approve the merger or consolidation of <person>Borrower</person> Company with any person , or its acquisition of or investment in any person , without the prior written consent of <person>Lender</person> ; </response>"}
{"id": "809", "text": "4 . 2 . 12 immediately notify Lender of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to Borrower Equity Interest ;", "annotated_text": "<response> 4 . 2 . 12 immediately notify <person>Lender</person> of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to <person>Borrower</person> Equity Interest ; </response>"}
{"id": "810", "text": "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 ;", "annotated_text": "<response> 4 . 2 . 13 to the extent necessary to maintain his ownership of the <person>Borrower</person> 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 ; </response>"}
{"id": "811", "text": "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 ;", "annotated_text": "<response> 4 . 2 . 14 without the prior written consent of <person>Lender</person> , refrain from any action / omission that may have a material impact on the assets , business and liabilities of <person>Borrower</person> Company ; </response>"}
{"id": "812", "text": "7 4 . 2 . 15 appoint any designee of Lender as director of Borrower Company , at the request of Lender ;", "annotated_text": "<response> 7 4 . 2 . 15 appoint any designee of <person>Lender</person> as director of <person>Borrower</person> Company , at the request of <person>Lender</person> ; </response>"}
{"id": "813", "text": "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 \u2019 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 ;", "annotated_text": "<response> 4 . 2 . 16 to the extent permitted by the laws of <location>China</location> , at the request of <person>Lender</person> at any time , promptly and unconditionally transfer all of <person>Borrower</person> Equity Interest to <person>Lender</person> or <person>Lender</person> \u2019 s designated representative at any time , and cause the other shareholders of <person>Borrower</person> Company to waive their right of first refusal with respect to the share transfer described in this section ; </response>"}
{"id": "814", "text": "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 \u2019 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 ;", "annotated_text": "<response> 4 . 2 . 17 to the extent permitted by the laws of <location>China</location> , at the request of <person>Lender</person> at any time , cause the other shareholders of <person>Borrower</person> Company to promptly and unconditionally transfer all of their equity interest to <person>Lender</person> or <person>Lender</person> \u2019 s designated representative at any time , and <person>Borrower</person> hereby waives his right of first refusal ( if any ) with respect to the share transfer described in this section ; </response>"}
{"id": "815", "text": "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", "annotated_text": "<response> 4 . 2 . 18 in the event that <person>Lender</person> purchases <person>Borrower</person> Equity Interest from <person>Borrower</person> in accordance with the provisions of the Exclusive Option Agreement , use such purchase price obtained thereby to repay the Loan to <person>Lender</person> ; and </response>"}
{"id": "816", "text": "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 .", "annotated_text": "<response> 4 . 2 . 19 without the prior written consent of <person>Lender</person> , not to cause <person>Borrower</person> 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 . </response>"}
{"id": "817", "text": "5 Liability for Default", "annotated_text": "<response> 5 Liability for Default </response>"}
{"id": "818", "text": "5 . 1 In the event a Party breaches this Agreement or otherwise causes the non - performance of this Agreement in part or in whole , such Party shall be liable for such breach and shall compensate all damages ( including litigation and attorneys fees ) resulting therefrom .", "annotated_text": "<response> 5 . 1 In the event a Party breaches this Agreement or otherwise causes the non - performance of this Agreement in part or in whole , such Party shall be liable for such breach and shall compensate all damages ( including litigation and attorneys fees ) resulting therefrom . </response>"}
{"id": "819", "text": "In the event that both Parties breach this Agreement , each Party shall be liable for its respective breach .", "annotated_text": "<response> In the event that both Parties breach this Agreement , each Party shall be liable for its respective breach . </response>"}
{"id": "820", "text": "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 .", "annotated_text": "<response> 5 . 2 in the event that <person>Borrower</person> fails to perform the repayment obligations set forth in this Agreement , <person>Borrower</person> shall pay overdue interest of 0 . 01 % per day for the outstanding payment , until the day <person>Borrower</person> repays the full principal of the Loan , overdue interests and other payable amounts . </response>"}
{"id": "821", "text": "6 Notices", "annotated_text": "<response> 6 Notices </response>"}
{"id": "822", "text": "6 . 1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail , postage prepaid , by a commercial courier service or by facsimile transmission to the address of such Party set forth below .", "annotated_text": "<response> 6 . 1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail , postage prepaid , by a commercial courier service or by facsimile transmission to the address of such Party set forth below . </response>"}
{"id": "823", "text": "A confirmation copy of each notice shall also be sent by email .", "annotated_text": "<response> A confirmation copy of each notice shall also be sent by email . </response>"}
{"id": "824", "text": "The dates on which notices shall be deemed to have been effectively given shall be determined as follows :", "annotated_text": "<response> The dates on which notices shall be deemed to have been effectively given shall be determined as follows : </response>"}
{"id": "825", "text": "8 6 . 1 . 1 Notices given by personal delivery , by courier service or by registered mail , postage prepaid , shall be deemed effectively given on the date of delivery .", "annotated_text": "<response> 8 6 . 1 . 1 Notices given by personal delivery , by courier service or by registered mail , postage prepaid , shall be deemed effectively given on the date of delivery . </response>"}
{"id": "826", "text": "6 . 1 . 2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission ( as evidenced by an automatically generated confirmation of transmission ).", "annotated_text": "<response> 6 . 1 . 2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission ( as evidenced by an automatically generated confirmation of transmission ). </response>"}
{"id": "827", "text": "6 . 2 For the purpose of notices , the addresses of the Parties are as follows :", "annotated_text": "<response> 6 . 2 For the purpose of notices , the addresses of the Parties are as follows : </response>"}
{"id": "828", "text": "Lender : 3 / F Zhongdian Information Tower , No . 6 Zhongguancun South Street , Haidian District , Beijing 100086 , P . R .", "annotated_text": "<response> <person>Lender</person> : <location>3 / F Zhongdian Information Tower</location> , No . 6 <location>Zhongguancun South Street</location> , <location>Haidian District</location> , <location>Beijing 100086</location> , P . R . </response>"}
{"id": "829", "text": "China Attn : Legal Department Phone : + 86 - 10 - 6250 1658 Facsimile : + 86 - 10 - 6250 1665", "annotated_text": "<response> <location>China</location> Attn : <organization>Legal Department</organization> Phone : + 86 - 10 - 6250 1658 Facsimile : + 86 - 10 - 6250 1665 </response>"}
{"id": "830", "text": "Borrower : 1 - 4 - 48 , No .", "annotated_text": "<response> <person>Borrower</person> : 1 - 4 - 48 , No . </response>"}
{"id": "831", "text": "1 , Jinjia Village , Fengtai District , Beijing , P . R . China Attn : Bing Yu Tel : + 86 - 10 - 6250 1312", "annotated_text": "<response> 1 , <location>Jinjia Village</location> , <location>Fengtai District</location> , <location>Beijing</location> , P . R . <location>China</location> Attn : <person>Bing Yu</person> Tel : + 86 - 10 - 6250 1312 </response>"}
{"id": "832", "text": "6 . 3 Any party may at any time change its address for notices by a notice delivered to the other party in accordance with the terms hereof .", "annotated_text": "<response> 6 . 3 Any party may at any time change its address for notices by a notice delivered to the other party in accordance with the terms hereof . </response>"}
{"id": "833", "text": "7 Duty to Maintain Confidentiality", "annotated_text": "<response> 7 Duty to Maintain Confidentiality </response>"}
{"id": "834", "text": "The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information .", "annotated_text": "<response> The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information . </response>"}
{"id": "835", "text": "The Parties shall maintain the confidentiality of all such information , and without the written consent of other Party , a Party shall not disclose any relevant information to any third party , except in the following circumstances : ( a ) such information is or will be in the public domain ( provided that this is not the result of a public disclosure by the receiving party ); ( b ) information disclosed as required by applicable laws or rules or regulations of any stock exchange ; or ( c ) information required to be disclosed by a Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder , and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this section .", "annotated_text": "<response> The Parties shall maintain the confidentiality of all such information , and without the written consent of other Party , a Party shall not disclose any relevant information to any third party , except in the following circumstances : ( a ) such information is or will be in the public domain ( provided that this is not the result of a public disclosure by the receiving party ); ( b ) information disclosed as required by applicable laws or rules or regulations of any stock exchange ; or ( c ) information required to be disclosed by a Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder , and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this section . </response>"}
{"id": "836", "text": "Disclosure of any confidential information by any staff member or agent hired by a Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for such breach under this Agreement .", "annotated_text": "<response> Disclosure of any confidential information by any staff member or agent hired by a Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for such breach under this Agreement . </response>"}
{"id": "837", "text": "This section shall survive the termination of this Agreement for any reason .", "annotated_text": "<response> This section shall survive the termination of this Agreement for any reason . </response>"}
{"id": "838", "text": "8 Governing Law and Resolution of Disputes", "annotated_text": "<response> 8 Governing Law and Resolution of Disputes </response>"}
{"id": "839", "text": "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 .", "annotated_text": "<response> 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 <location>China</location> . </response>"}
{"id": "840", "text": "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 (\u201c HKIAC \u201d) under the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause .", "annotated_text": "<response> 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 <location>Hong Kong</location> International Arbitration Center (\u201c HKIAC \u201d) under the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause . </response>"}
{"id": "841", "text": "For the purpose of such arbitration , there shall be a board of arbitration ( the \u201c Board of Arbitration \u201d) consisting of three arbitrators , each of the Parties shall select one ( 1 ) member and the third member shall be selected by mutual agreement of the other members , or if the other members fail to reach agreement on a third member within twenty ( 20 ) days after their selection , such third member shall thereafter be selected by the HKIAC upon application made to it for such purpose .", "annotated_text": "<response> For the purpose of such arbitration , there shall be a board of arbitration ( the \u201c Board of Arbitration \u201d) consisting of three arbitrators , each of the Parties shall select one ( 1 ) member and the third member shall be selected by mutual agreement of the other members , or if the other members fail to reach agreement on a third member within twenty ( 20 ) days after their selection , such third member shall thereafter be selected by the HKIAC upon application made to it for such purpose . </response>"}
{"id": "842", "text": "The language used in such arbitration shall be English , and the place of arbitration shall be in Hong Kong at HKIAC .", "annotated_text": "<response> The language used in such arbitration shall be <miscellaneous>English</miscellaneous> , and the place of arbitration shall be in <location>Hong Kong</location> at HKIAC . </response>"}
{"id": "843", "text": "Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of this Agreement including any additions to the UNCITRAL Arbitration Rules as are therein contained .", "annotated_text": "<response> Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of this Agreement including any additions to the UNCITRAL Arbitration Rules as are therein contained . </response>"}
{"id": "844", "text": "The decision by the Board of Arbitration shall be final and binding on the parties .", "annotated_text": "<response> The decision by the Board of Arbitration shall be final and binding on the parties . </response>"}
{"id": "845", "text": "8 . 3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute , except for the matters under dispute , the parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement .", "annotated_text": "<response> 8 . 3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute , except for the matters under dispute , the parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement . </response>"}
{"id": "846", "text": "9 Miscellaneous", "annotated_text": "<response> 9 Miscellaneous </response>"}
{"id": "847", "text": "9 . 1 This Agreement shall become effective on the date thereof , and shall expire upon the date of full performance by the Parties of their respective obligations under this Agreement .", "annotated_text": "<response> 9 . 1 This Agreement shall become effective on the date thereof , and shall expire upon the date of full performance by the Parties of their respective obligations under this Agreement . </response>"}
{"id": "848", "text": "9 . 2 This Agreement shall be written in both Chinese and English language in two copies , The Parties hereto shall execute two originals of this Agreement , one for each party , and each original shall have equal legal validity .", "annotated_text": "<response> 9 . 2 This Agreement shall be written in both <miscellaneous>Chinese</miscellaneous> and <miscellaneous>English</miscellaneous> language in two copies , The Parties hereto shall execute two originals of this Agreement , one for each party , and each original shall have equal legal validity . </response>"}
{"id": "849", "text": "In case there is any conflict between the Chinese version and the English version , the Chinese version shall prevail .", "annotated_text": "<response> In case there is any conflict between the <miscellaneous>Chinese</miscellaneous> version and the <miscellaneous>English</miscellaneous> version , the <miscellaneous>Chinese</miscellaneous> version shall prevail . </response>"}
{"id": "850", "text": "9 . 3 This Agreement may be amended or supplemented through written agreement by and between Lender and Borrower .", "annotated_text": "<response> 9 . 3 This Agreement may be amended or supplemented through written agreement by and between <person>Lender</person> and <person>Borrower</person> . </response>"}
{"id": "851", "text": "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 .", "annotated_text": "<response> Such written amendment agreement and / or supplementary agreement executed by and between <person>Lender</person> and <person>Borrower</person> shall form an integral part of this Agreement , and shall have the same legal validity as this Agreement . </response>"}
{"id": "852", "text": "9 . 4 In the event that one or several of the provisions of this Agreement are found to be invalid , illegal or unenforceable in any aspect in accordance with any laws or regulations , the validity , legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect .", "annotated_text": "<response> 9 . 4 In the event that one or several of the provisions of this Agreement are found to be invalid , illegal or unenforceable in any aspect in accordance with any laws or regulations , the validity , legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect . </response>"}
{"id": "853", "text": "The Parties shall strive in good faith to replace such invalid , illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law the intentions of the Parties , and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid , illegal or unenforceable provisions .", "annotated_text": "<response> The Parties shall strive in good faith to replace such invalid , illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law the intentions of the Parties , and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid , illegal or unenforceable provisions . </response>"}
{"id": "854", "text": "9 . 5 The attachments ( if any ) to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement .", "annotated_text": "<response> 9 . 5 The attachments ( if any ) to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement . </response>"}
{"id": "855", "text": "10 Lender : Lenovo - AsiaInfo Technologies , Inc .", "annotated_text": "<response> 10 <person>Lender</person> : <organization>Lenovo - AsiaInfo Technologies</organization> , Inc . </response>"}
{"id": "856", "text": "By :", "annotated_text": "<response> By : </response>"}
{"id": "857", "text": "/ s / Bing Yu Name :", "annotated_text": "<response> / s / <person>Bing Yu</person> Name : </response>"}
{"id": "858", "text": "Bing Yu", "annotated_text": "<response> <person>Bing Yu</person> </response>"}
{"id": "859", "text": "Title :", "annotated_text": "<response> Title : </response>"}
{"id": "860", "text": "Legal Representative", "annotated_text": "<response> Legal Representative </response>"}
{"id": "861", "text": "Borrower : Bing Yu By :", "annotated_text": "<response> <person>Borrower</person> : <person>Bing Yu</person> By : </response>"}
{"id": "862", "text": "/ s / Bing Yu", "annotated_text": "<response> / s / <person>Bing Yu</person> </response>"}
{"id": "863", "text": "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 .", "annotated_text": "<response> If <person>Borrower</person> or any Person acting for <person>Borrower</person> makes any material misrepresentation or material misstatement now or later in any warranty or representation in this Agreement or in any writing delivered to <organization>Bank</organization> or to induce <organization>Bank</organization> to enter this Agreement or any Loan Document . </response>"}
{"id": "864", "text": "9 BANK ' S RIGHTS AND REMEDIES", "annotated_text": "<response> 9 <organization>BANK</organization> ' S RIGHTS AND REMEDIES </response>"}
{"id": "865", "text": "9 . 1 RIGHTS AND REMEDIES .", "annotated_text": "<response> 9 . 1 RIGHTS AND REMEDIES . </response>"}
{"id": "866", "text": "When an Event of Default occurs and continues Bank may , without notice or demand , do any or all of the following :", "annotated_text": "<response> When an Event of Default occurs and continues <organization>Bank</organization> may , without notice or demand , do any or all of the following : </response>"}
{"id": "867", "text": "( 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 );", "annotated_text": "<response> ( 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 <organization>Bank</organization> ); </response>"}
{"id": "868", "text": "( b ) Stop advancing money or extending credit for Borrower ' s benefit under this Agreement or under any other agreement between Borrower and Bank ;", "annotated_text": "<response> ( b ) Stop advancing money or extending credit for <person>Borrower</person> ' s benefit under this Agreement or under any other agreement between <person>Borrower</person> and <organization>Bank</organization> ; </response>"}
{"id": "869", "text": "( c ) Make any payments and do any acts it considers necessary or reasonable to protect its security interest in the Collateral .", "annotated_text": "<response> ( c ) Make any payments and do any acts it considers necessary or reasonable to protect its security interest in the Collateral . </response>"}
{"id": "870", "text": "Borrower will assemble the Collateral if Bank requires and make it available as Bank designates .", "annotated_text": "<response> <person>Borrower</person> will assemble the Collateral if <organization>Bank</organization> requires and make it available as <organization>Bank</organization> designates . </response>"}
{"id": "871", "text": "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 .", "annotated_text": "<response> <organization>Bank</organization> 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 . </response>"}
{"id": "872", "text": "Borrower grants Bank a license to enter and occupy any of its premises , without charge , to exercise any of Bank ' s rights or remedies ;", "annotated_text": "<response> <person>Borrower</person> grants <organization>Bank</organization> a license to enter and occupy any of its premises , without charge , to exercise any of <organization>Bank</organization> ' s rights or remedies ; </response>"}
{"id": "873", "text": "( 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 ;", "annotated_text": "<response> ( d ) Apply to the Obligations any ( i ) balances and deposits of <person>Borrower</person> it holds , or ( ii ) any amount held by <organization>Bank</organization> owing to or for the credit or the account of <person>Borrower</person> ; </response>"}
{"id": "874", "text": "( e ) Ship , reclaim , recover , store , finish , maintain , repair , prepare for sale , advertise for sale , and sell the Collateral ; and", "annotated_text": "<response> ( e ) Ship , reclaim , recover , store , finish , maintain , repair , prepare for sale , advertise for sale , and sell the Collateral ; and </response>"}
{"id": "875", "text": "( f ) Dispose of the Collateral according to the Code .", "annotated_text": "<response> ( f ) Dispose of the Collateral according to the Code . </response>"}
{"id": "876", "text": "9 . 2 POWER OF ATTORNEY .", "annotated_text": "<response> 9 . 2 POWER OF ATTORNEY . </response>"}
{"id": "877", "text": "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 .", "annotated_text": "<response> Effective only when an Event of Default occurs and continues , <person>Borrower</person> irrevocably appoints <organization>Bank</organization> as its lawful attorney to : ( i ) transfer the Collateral into the name of <organization>Bank</organization> or a third party as the Code permits . </response>"}
{"id": "878", "text": "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 .", "annotated_text": "<response> <organization>Bank</organization> may exercise the power of attorney to sign <person>Borrower</person> ' 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 . </response>"}
{"id": "879", "text": "Bank ' s appointment as Borrower ' s attorney in fact , and all of Bank ' s rights and powers , coupled", "annotated_text": "<response> <organization>Bank</organization> ' s appointment as <person>Borrower</person> ' s attorney in fact , and all of <organization>Bank</organization> ' s rights and powers , coupled </response>"}
{"id": "880", "text": "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 .", "annotated_text": "<response> 11 < PAGE > 12 with an interest , are irrevocable until all Obligations have been fully repaid and performed and <organization>Bank</organization> ' s obligation to provide Credit Extensions terminates . </response>"}
{"id": "881", "text": "9 . 3 BANK EXPENSES .", "annotated_text": "<response> 9 . 3 <organization>BANK</organization> EXPENSES . </response>"}
{"id": "882", "text": "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 .", "annotated_text": "<response> If <person>Borrower</person> fails to pay any amount or furnish any required proof of payment to third persons <organization>Bank</organization> may make all or part of the payment or obtain insurance policies required in Section 6 . 4 , and take any action under the policies <organization>Bank</organization> deems prudent Any amounts paid by <organization>Bank</organization> are <organization>Bank</organization> Expenses and immediately due and payable , bearing interest at the then applicable rate and secured by the Collateral . </response>"}
{"id": "883", "text": "No payments by Bank are deemed an agreement to make similar payments in the future or Bank ' s waiver of any Event of Default .", "annotated_text": "<response> No payments by <organization>Bank</organization> are deemed an agreement to make similar payments in the future or <organization>Bank</organization> ' s waiver of any Event of Default . </response>"}
{"id": "884", "text": "9 . 4 BANK ' S LIABILITY FOR COLLATERAL .", "annotated_text": "<response> 9 . 4 <organization>BANK</organization> ' S LIABILITY FOR COLLATERAL . </response>"}
{"id": "885", "text": "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 .", "annotated_text": "<response> If <organization>Bank</organization> 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 . </response>"}
{"id": "886", "text": "Borrower bears all risk of loss , damage or destruction of the Collateral .", "annotated_text": "<response> <person>Borrower</person> bears all risk of loss , damage or destruction of the Collateral . </response>"}
{"id": "887", "text": "9 . 5 REMEDIES CUMULATIVE .", "annotated_text": "<response> 9 . 5 REMEDIES CUMULATIVE . </response>"}
{"id": "888", "text": "Bank ' s rights and remedies under this Agreement , the Loan Documents , and all other agreements are cumulative .", "annotated_text": "<response> <organization>Bank</organization> ' s rights and remedies under this Agreement , the Loan Documents , and all other agreements are cumulative . </response>"}
{"id": "889", "text": "Bank has all rights and remedies provided under the Code , by law , or in equity .", "annotated_text": "<response> <organization>Bank</organization> has all rights and remedies provided under the Code , by law , or in equity . </response>"}
{"id": "890", "text": "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 .", "annotated_text": "<response> <organization>Bank</organization> ' s exercise of one right or remedy is not an election , and <organization>Bank</organization> ' s waiver of any Event of Default is not a continuing waiver . </response>"}
{"id": "891", "text": "Bank ' s delay is not a waiver , election , or acquiescence .", "annotated_text": "<response> <organization>Bank</organization> ' s delay is not a waiver , election , or acquiescence . </response>"}
{"id": "892", "text": "No waiver is effective unless signed by Bank and then is only effective for the specific instance and purpose for which it was given .", "annotated_text": "<response> No waiver is effective unless signed by <organization>Bank</organization> and then is only effective for the specific instance and purpose for which it was given . </response>"}
{"id": "893", "text": "9 . 6 DEMAND WAIVER .", "annotated_text": "<response> 9 . 6 DEMAND WAIVER . </response>"}
{"id": "894", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> 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 <organization>Bank</organization> on , which <person>Borrower</person> is liable . </response>"}
{"id": "895", "text": "10 NOTICES", "annotated_text": "<response> 10 NOTICES </response>"}
{"id": "896", "text": "All notices or demands by any party about this Agreement or any other related agreement must be in writing and be personally delivered or sent by an overnight delivery service , by certified mail , postage prepaid , return receipt requested , or by telefacsimile to the addresses set forth at the beginning of this Agreement .", "annotated_text": "<response> All notices or demands by any party about this Agreement or any other related agreement must be in writing and be personally delivered or sent by an overnight delivery service , by certified mail , postage prepaid , return receipt requested , or by telefacsimile to the addresses set forth at the beginning of this Agreement . </response>"}
{"id": "897", "text": "A Party may change its notice address by giving the other Party written notice .", "annotated_text": "<response> A Party may change its notice address by giving the other Party written notice . </response>"}
{"id": "898", "text": "11 CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER", "annotated_text": "<response> 11 CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER </response>"}
{"id": "899", "text": "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 .", "annotated_text": "<response> THIS AGREEMENT SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE INTERNAL LAWS OF THE <location>COMMONWEALTH OF MASSACHUSETTS</location> WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW . </response>"}
{"id": "900", "text": "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 .", "annotated_text": "<response> EACH OF <person>BORROWER</person> AND <organization>BANK</organization> HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE <location>COMMONWEALTH OF MASSACHUSETTS</location> , BUT IF FOR ANY REASON THE <organization>BANK</organization> IS DENIED ACCESS TO SUCH COURTS , THEN THE VENUE WILL BE IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF <location>SANTA CLARA</location> , STATE OF <location>CALIFORNIA</location> . </response>"}
{"id": "901", "text": "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", "annotated_text": "<response> <person>BORROWER</person> AND <organization>BANK</organization> 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 </response>"}
{"id": "902", "text": "12 < PAGE > 13 CONTRACT CLAIMS , TORT CLAIMS , BREACH OF DUTY CLAIMS , AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS .", "annotated_text": "<response> 12 < PAGE > 13 CONTRACT CLAIMS , TORT CLAIMS , BREACH OF DUTY CLAIMS , AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS . </response>"}
{"id": "903", "text": "EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT .", "annotated_text": "<response> EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT . </response>"}
{"id": "904", "text": "EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL .", "annotated_text": "<response> EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL . </response>"}
{"id": "905", "text": "12 GENERAL PROVISIONS", "annotated_text": "<response> 12 GENERAL PROVISIONS </response>"}
{"id": "906", "text": "12 . 1 SUCCESSORS AND ASSIGNS .", "annotated_text": "<response> 12 . 1 SUCCESSORS AND ASSIGNS . </response>"}
{"id": "907", "text": "This Agreement binds and is for the benefit of the successors and permitted assigns of each party .", "annotated_text": "<response> This Agreement binds and is for the benefit of the successors and permitted assigns of each party . </response>"}
{"id": "908", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> may not assign this Agreement or any rights under it without <organization>Bank</organization> ' s prior written consent which may be granted or withheld in <organization>Bank</organization> ' s discretion . </response>"}
{"id": "909", "text": "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 .", "annotated_text": "<response> <organization>Bank</organization> has the right , without the consent of or notice to <person>Borrower</person> , to sell , transfer , negotiate , or grant participation in all or any part of , or any interest in , <organization>Bank</organization> ' s obligations , rights and benefits under this Agreement . </response>"}
{"id": "910", "text": "12 . 2 INDEMNIFICATION .", "annotated_text": "<response> 12 . 2 INDEMNIFICATION . </response>"}
{"id": "911", "text": "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 .", "annotated_text": "<response> <person>Borrower</person> will indemnify , defend and hold harmless <organization>Bank</organization> 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 <organization>Bank</organization> Expenses incurred , or paid by <organization>Bank</organization> from , following , or consequential to transactions between <organization>Bank</organization> and <person>Borrower</person> ( including reasonable attorneys fees and expenses ), except for losses caused by <organization>Bank</organization> ' s gross negligence or willful misconduct . </response>"}
{"id": "912", "text": "12 . 3 TIME OF ESSENCE .", "annotated_text": "<response> 12 . 3 TIME OF ESSENCE . </response>"}
{"id": "913", "text": "Time is of the essence for the performance of all obligations in this Agreement .", "annotated_text": "<response> Time is of the essence for the performance of all obligations in this Agreement . </response>"}
{"id": "914", "text": "12 . 4 SEVERABILITY OF PROVISION .", "annotated_text": "<response> 12 . 4 SEVERABILITY OF PROVISION . </response>"}
{"id": "915", "text": "Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision .", "annotated_text": "<response> Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision . </response>"}
{"id": "916", "text": "12 . 5 AMENDMENTS IN WRITING , INTEGRATION .", "annotated_text": "<response> 12 . 5 AMENDMENTS IN WRITING , INTEGRATION . </response>"}
{"id": "917", "text": "All amendments to this Agreement must be in writing and signed by Borrower and Bank .", "annotated_text": "<response> All amendments to this Agreement must be in writing and signed by <person>Borrower</person> and <organization>Bank</organization> . </response>"}
{"id": "918", "text": "This Agreement represents the entire agreement about this subject matter , and supersedes prior negotiations or agreements .", "annotated_text": "<response> This Agreement represents the entire agreement about this subject matter , and supersedes prior negotiations or agreements . </response>"}
{"id": "919", "text": "All prior agreements , understandings , representations , warranties , and negotiations between the parties about the subject matter of this Agreement merge into this Agreement and the Loan Documents .", "annotated_text": "<response> All prior agreements , understandings , representations , warranties , and negotiations between the parties about the subject matter of this Agreement merge into this Agreement and the Loan Documents . </response>"}
{"id": "920", "text": "12 . 6 COUNTERPARTS .", "annotated_text": "<response> 12 . 6 COUNTERPARTS . </response>"}
{"id": "921", "text": "This Agreement may be executed in any number of counterparts and by different parties on separate counterparts , each of which , when executed and delivered , are an original , and all taken together , constitute one Agreement .", "annotated_text": "<response> This Agreement may be executed in any number of counterparts and by different parties on separate counterparts , each of which , when executed and delivered , are an original , and all taken together , constitute one Agreement . </response>"}
{"id": "922", "text": "12 . 7 SURVIVAL .", "annotated_text": "<response> 12 . 7 SURVIVAL . </response>"}
{"id": "923", "text": "All covenants , representations and warranties made in this Agreement continue in full force while any Obligations remain outstanding .", "annotated_text": "<response> All covenants , representations and warranties made in this Agreement continue in full force while any Obligations remain outstanding . </response>"}
{"id": "924", "text": "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 .", "annotated_text": "<response> The obligations of <person>Borrower</person> in Section 12 . 2 to indemnify <organization>Bank</organization> will survive until all statutes of limitations for actions that may be brought against <organization>Bank</organization> have run . </response>"}
{"id": "925", "text": "13 < PAGE > 14 12 . 8 CONFIDENTIALITY .", "annotated_text": "<response> 13 < PAGE > 14 12 . 8 CONFIDENTIALITY . </response>"}
{"id": "926", "text": "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 .", "annotated_text": "<response> In handling any confidential information , <organization>Bank</organization> will exercise the same degree of care that it exercises for its own proprietary information , but disclosure of information may be made ( i ) to <organization>Bank</organization> ' s subsidiaries or affiliates in connection with their business with <person>Borrower</person> , ( 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 <organization>Bank</organization> ' s examination or audit and ( v ) as <organization>Bank</organization> considers appropriate exercising remedies under this Agreement . </response>"}
{"id": "927", "text": "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 .", "annotated_text": "<response> Confidential information does not include information that either : ( a ) is in the public domain or in <organization>Bank</organization> ' s possession when disclosed to <organization>Bank</organization> , or becomes part of the public domain after disclosure to <organization>Bank</organization> ; or ( b ) is disclosed to <organization>Bank</organization> by a third party , if <organization>Bank</organization> does not know that the third party is prohibited from disclosing the information . </response>"}
{"id": "928", "text": "12 . 9 COUNTERSIGNATURE .", "annotated_text": "<response> 12 . 9 COUNTERSIGNATURE . </response>"}
{"id": "929", "text": "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 ).", "annotated_text": "<response> This Agreement shall become effective only when it shall have been executed by <person>Borrower</person> and <organization>Bank</organization> ( provided , however , in no event shall this Agreement become effective until signed by an officer of <organization>Bank</organization> in <location>California</location> ). </response>"}
{"id": "930", "text": "12 . 10 ATTORNEYS ' FEES , COSTS AND EXPENSES .", "annotated_text": "<response> 12 . 10 ATTORNEYS ' FEES , COSTS AND EXPENSES . </response>"}
{"id": "931", "text": "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 .", "annotated_text": "<response> In any action or proceeding between <person>Borrower</person> and <organization>Bank</organization> 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 . </response>"}
{"id": "932", "text": "13 DEFINITIONS", "annotated_text": "<response> 13 DEFINITIONS </response>"}
{"id": "933", "text": "13 . 1 DEFINITIONS .", "annotated_text": "<response> 13 . 1 DEFINITIONS . </response>"}
{"id": "934", "text": "In this Agreement :", "annotated_text": "<response> In this Agreement : </response>"}
{"id": "935", "text": "\" 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 .", "annotated_text": "<response> \" ACCOUNTS \" are all existing and later arising accounts , contract rights , and other obligations owed <person>Borrower</person> 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 <person>Borrower</person> and <person>Borrower</person> ' s Books relating to any of the foregoing . </response>"}
{"id": "936", "text": "\" AFFILIATE \" of a Person is a Person that owns or controls directly or indirectly the Person , any Person that controls or is controlled by or is under common control with the Person , and each of that Person ' s senior executive officers , directors , partners and , for any Person that is a limited liability company , that Person ' s managers and members .", "annotated_text": "<response> \" AFFILIATE \" of a Person is a Person that owns or controls directly or indirectly the Person , any Person that controls or is controlled by or is under common control with the Person , and each of that Person ' s senior executive officers , directors , partners and , for any Person that is a limited liability company , that Person ' s managers and members . </response>"}
{"id": "937", "text": "\" 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 ).", "annotated_text": "<response> \" <organization>BANK</organization> 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 ). </response>"}
{"id": "938", "text": "\" 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 .", "annotated_text": "<response> \" <person>BORROWER</person> ' S BOOKS \" are all <person>Borrower</person> ' s books and records including ledgers , records regarding <person>Borrower</person> ' s assets or liabilities , the Collateral , business operations or financial condition and all computer programs or discs or any equipment containing the information . </response>"}
{"id": "939", "text": "\" BUSINESS DAY \" is any day that is not a Saturday , Sunday or a day on which the Bank is closed .", "annotated_text": "<response> \" BUSINESS DAY \" is any day that is not a Saturday , Sunday or a day on which the <organization>Bank</organization> is closed . </response>"}
{"id": "940", "text": "\" CLOSING DATE \" is the date of this Agreement .", "annotated_text": "<response> \" CLOSING DATE \" is the date of this Agreement . </response>"}
{"id": "941", "text": "\" CODE \" is the Massachusetts Uniform Commercial Code .", "annotated_text": "<response> \" CODE \" is the <location>Massachusetts</location> Uniform Commercial Code . </response>"}
{"id": "942", "text": "14 < PAGE > 15 \" COLLATERAL \" is the property described on Exhibit A .", "annotated_text": "<response> 14 < PAGE > 15 \" COLLATERAL \" is the property described on Exhibit A . </response>"}
{"id": "943", "text": "\" COMMITMENT TERMINATION DATE \" is January 27 , 2000 .", "annotated_text": "<response> \" COMMITMENT TERMINATION DATE \" is January 27 , 2000 . </response>"}
{"id": "944", "text": "\" COMMITTED EQUIPMENT LINE \" is a Credit Extension of up to $ 1 , 500 , 000 .", "annotated_text": "<response> \" COMMITTED EQUIPMENT LINE \" is a Credit Extension of up to $ 1 , 500 , 000 . </response>"}
{"id": "945", "text": "\" CONTINGENT OBLIGATION \" is , for any Person , any direct or indirect liability , contingent or not , of that Person for ( i ) any indebtedness , lease , dividend , letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed , endorsed , co - made , discounted or sold with recourse by that Person , or for which that Person is directly or indirectly liable ; ( ii ) any obligations for undrawn letters of credit for the account of that Person ; and ( iii ) all obligations from any interest rate , currency or commodity swap agreement , interest rate cap or collar agreement , or other agreement or arrangement designated to protect a Person against fluctuation in interest rates , currency exchange rates or commodity prices ; but \" Contingent Obligation \" does not include endorsements in the ordinary course of business .", "annotated_text": "<response> \" CONTINGENT OBLIGATION \" is , for any Person , any direct or indirect liability , contingent or not , of that Person for ( i ) any indebtedness , lease , dividend , letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed , endorsed , co - made , discounted or sold with recourse by that Person , or for which that Person is directly or indirectly liable ; ( ii ) any obligations for undrawn letters of credit for the account of that Person ; and ( iii ) all obligations from any interest rate , currency or commodity swap agreement , interest rate cap or collar agreement , or other agreement or arrangement designated to protect a Person against fluctuation in interest rates , currency exchange rates or commodity prices ; but \" Contingent Obligation \" does not include endorsements in the ordinary course of business . </response>"}
{"id": "946", "text": "The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or , if not determinable , the maximum reasonably anticipated liability for it determined by the Person in good faith ; but the amount may not exceed the maximum of the obligations under the guarantee or other support arrangement .", "annotated_text": "<response> The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or , if not determinable , the maximum reasonably anticipated liability for it determined by the Person in good faith ; but the amount may not exceed the maximum of the obligations under the guarantee or other support arrangement . </response>"}
{"id": "947", "text": "\" CREDIT EXTENSION \" is each Equipment Advance or any other extension of credit by Bank for Borrower ' s benefit .", "annotated_text": "<response> \" CREDIT EXTENSION \" is each Equipment Advance or any other extension of credit by <organization>Bank</organization> for <person>Borrower</person> ' s benefit . </response>"}
{"id": "948", "text": "\" EQUIPMENT ADVANCE \" or \" EQUIPMENT ADVANCES \" is a loan advance ( or advances ) under the Committed Equipment Line .", "annotated_text": "<response> \" EQUIPMENT ADVANCE \" or \" EQUIPMENT ADVANCES \" is a loan advance ( or advances ) under the Committed Equipment Line . </response>"}
{"id": "949", "text": "\" 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 .", "annotated_text": "<response> \" 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 <person>Borrower</person> ' s representations and warranties to <organization>Bank</organization> and which is acceptable to <organization>Bank</organization> in all respects . </response>"}
{"id": "950", "text": "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 .", "annotated_text": "<response> Unless otherwise agreed to by <organization>Bank</organization> : not more than 25 % of the Equipment financed with the proceeds of each Equipment Advance shall consist of Other Equipment . </response>"}
{"id": "951", "text": "All Equipment financed with the proceeds of Equipment Advances shall be new and purchased within 120 days from the date of the Equipment Advance .", "annotated_text": "<response> All Equipment financed with the proceeds of Equipment Advances shall be new and purchased within 120 days from the date of the Equipment Advance . </response>"}
{"id": "952", "text": "Equipment to be located outside of the United States shall be limited to a maximum of $ 150 , 000 .", "annotated_text": "<response> Equipment to be located outside of the <location>United States</location> shall be limited to a maximum of $ 150 , 000 . </response>"}
{"id": "953", "text": "\" EQUIPMENT \" is all present and future machinery , equipment , tenant improvements , furniture , fixtures , vehicles , tools , parts and attachments in which Borrower has any interest .", "annotated_text": "<response> \" EQUIPMENT \" is all present and future machinery , equipment , tenant improvements , furniture , fixtures , vehicles , tools , parts and attachments in which <person>Borrower</person> has any interest . </response>"}
{"id": "954", "text": "\" EQUIPMENT ADVANCE \" is defined in Section 2 . 1 . 1 .", "annotated_text": "<response> \" EQUIPMENT ADVANCE \" is defined in Section 2 . 1 . 1 . </response>"}
{"id": "955", "text": "\" EQUIPMENT AVAILABILITY END DATE \" is defined in Section 2 . 1 . 1 .", "annotated_text": "<response> \" EQUIPMENT AVAILABILITY END DATE \" is defined in Section 2 . 1 . 1 . </response>"}
{"id": "956", "text": "\" EQUIPMENT MATURITY DATE \" is defined in Section 2 . 1 . 1 .", "annotated_text": "<response> \" EQUIPMENT MATURITY DATE \" is defined in Section 2 . 1 . 1 . </response>"}
{"id": "957", "text": "\" ERISA \" is the Employment Retirement Income Security Act of 1974 , and its regulations .", "annotated_text": "<response> \" <organization>ERISA</organization> \" is the Employment Retirement Income Security Act of 1974 , and its regulations . </response>"}
{"id": "958", "text": "\" FINAL PAYMENT PERCENTAGE \" is defined in Section 2 . 2 ( d ).", "annotated_text": "<response> \" FINAL PAYMENT PERCENTAGE \" is defined in Section 2 . 2 ( d ). </response>"}
{"id": "959", "text": "\" FINANCED EQUIPMENT \" is defined in the Loan Supplement .", "annotated_text": "<response> \" FINANCED EQUIPMENT \" is defined in the Loan Supplement . </response>"}
{"id": "960", "text": "\" FUNDING DATE \" is any date on which an Equipment Advance is made to or on account of Borrower .", "annotated_text": "<response> \" FUNDING DATE \" is any date on which an Equipment Advance is made to or on account of <person>Borrower</person> . </response>"}
{"id": "961", "text": "\" GAAP \" is generally accepted accounting principles .", "annotated_text": "<response> \" GAAP \" is generally accepted accounting principles . </response>"}
{"id": "962", "text": "15 < PAGE > 16 \" 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 .", "annotated_text": "<response> 15 < PAGE > 16 \" 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 . </response>"}
{"id": "963", "text": "\" 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 .", "annotated_text": "<response> \" INSOLVENCY PROCEEDING \" are proceedings by or against any Person under the <location>United States</location> 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 . </response>"}
{"id": "964", "text": "\" INVESTMENT \" is any beneficial ownership of ( including stock , partnership interest or other securities ) any Person , or any loan , advance or capital contribution to any Person .", "annotated_text": "<response> \" INVESTMENT \" is any beneficial ownership of ( including stock , partnership interest or other securities ) any Person , or any loan , advance or capital contribution to any Person . </response>"}
{"id": "965", "text": "\" LIEN \" is a mortgage , lien , deed of trust , charge , pledge , security interest or other encumbrance .", "annotated_text": "<response> \" LIEN \" is a mortgage , lien , deed of trust , charge , pledge , security interest or other encumbrance . </response>"}
{"id": "966", "text": "\" 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 .", "annotated_text": "<response> \" LOAN DOCUMENTS \" are , collectively , this Agreement , any note , or notes or guaranties executed by <person>Borrower</person> or Guarantor , and any other present or future agreement between <person>Borrower</person> and / or for the benefit of <organization>Bank</organization> in connection with this Agreement , all as amended , extended or restated . </response>"}
{"id": "967", "text": "\" LOAN FACTOR \" is the amount set forth as a percentage in the Loan Supplement calculated using the Basic Rate .", "annotated_text": "<response> \" LOAN FACTOR \" is the amount set forth as a percentage in the Loan Supplement calculated using the Basic Rate . </response>"}
{"id": "968", "text": "\" LOAN SUPPLEMENT \" is attached as Exhibit C .", "annotated_text": "<response> \" LOAN SUPPLEMENT \" is attached as Exhibit C . </response>"}
{"id": "969", "text": "\" MATERIAL ADVERSE CHANGE \" is defined in Section 8 . 3 .", "annotated_text": "<response> \" MATERIAL ADVERSE CHANGE \" is defined in Section 8 . 3 . </response>"}
{"id": "970", "text": "\" 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 .", "annotated_text": "<response> \" OBLIGATIONS \" are debts , principal , interest , <organization>Bank</organization> Expenses and other amounts <person>Borrower</person> owes <organization>Bank</organization> now or later , including letters of credit and exchange contracts and including interest accruing after Insolvency Proceedings begin and debts , liabilities , or obligations of <person>Borrower</person> assigned to <organization>Bank</organization> . </response>"}
{"id": "971", "text": "\" ORIGINAL STATED COST \" is defined in Section 2 . 2 ( d ).", "annotated_text": "<response> \" ORIGINAL STATED COST \" is defined in Section 2 . 2 ( d ). </response>"}
{"id": "972", "text": "\" 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 .", "annotated_text": "<response> \" OTHER EQUIPMENT \" is leasehold improvements , intangible property such as computer software and software licenses , equipment specifically designed or manufactured for <person>Borrower</person> , other intangible property , limited use property and other similar property and soft costs , including sales tax , freight and installation expenses . </response>"}
{"id": "973", "text": "\" PERSON \" is any individual , sole proprietorship , partnership , limited liability company , joint venture , company association , trust , unincorporated organization , association , corporation , institution , public benefit corporation , firm , joint stock company , estate , entity or government agency .", "annotated_text": "<response> \" PERSON \" is any individual , sole proprietorship , partnership , limited liability company , joint venture , company association , trust , unincorporated organization , association , corporation , institution , public benefit corporation , firm , joint stock company , estate , entity or government agency . </response>"}
{"id": "974", "text": "\" PRIME RATE \" is Bank ' s most recently announced \" prime rate ,\" even if it is not Bank ' s lowest rate .", "annotated_text": "<response> \" PRIME RATE \" is <organization>Bank</organization> ' s most recently announced \" prime rate ,\" even if it is not <organization>Bank</organization> ' s lowest rate . </response>"}
{"id": "975", "text": "\" RESPONSIBLE OFFICER \" is each of the Chief Executive Officer , the President , the Chief Financial Officer and the Controller of Borrower .", "annotated_text": "<response> \" RESPONSIBLE OFFICER \" is each of the Chief Executive Officer , the President , the <organization>Chief Financial Officer</organization> and the Controller of <person>Borrower</person> . </response>"}
{"id": "976", "text": "\" SCHEDULE \" is any attached schedule of exceptions .", "annotated_text": "<response> \" SCHEDULE \" is any attached schedule of exceptions . </response>"}
{"id": "977", "text": "\" 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 .", "annotated_text": "<response> \" STATED COST \" is ( i ) with respect to new equipment , the original cost to <person>Borrower</person> 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 <organization>Bank</organization> , after consultation with <person>Borrower</person> , at the time of the making of the equipment Advance such item of used equipment . </response>"}
{"id": "978", "text": "16 < PAGE > 17 \" STIPULATED LOSS VALUE \" is the percentage set forth with respect to each Equipment Advance in the Loan Supplement , determined as of the Payment Date on which payment of such amount is to be made , or if such date is not a Payment Date , on the Payment Date immediately succeeding such date multiplied by the Loan Amount .", "annotated_text": "<response> 16 < PAGE > 17 \" STIPULATED LOSS VALUE \" is the percentage set forth with respect to each Equipment Advance in the Loan Supplement , determined as of the Payment Date on which payment of such amount is to be made , or if such date is not a Payment Date , on the Payment Date immediately succeeding such date multiplied by the Loan Amount . </response>"}
{"id": "979", "text": "\" SUBORDINATED DEBT \" is debt incurred by Borrower subordinated to Borrowers debt to Bank ( and identified as subordinated by Borrower and Bank ).", "annotated_text": "<response> \" SUBORDINATED DEBT \" is debt incurred by <person>Borrower</person> subordinated to Borrowers debt to <organization>Bank</organization> ( and identified as subordinated by <person>Borrower</person> and <organization>Bank</organization> ). </response>"}
{"id": "980", "text": "\" SUBSIDIARY \" is for any Person , or any other business entity of which more than 50 % of the voting stock or other equity interests is owned or controlled , directly or indirectly , by the Person or one or more Affiliates of the Person .", "annotated_text": "<response> \" SUBSIDIARY \" is for any Person , or any other business entity of which more than 50 % of the voting stock or other equity interests is owned or controlled , directly or indirectly , by the Person or one or more Affiliates of the Person . </response>"}
{"id": "981", "text": "BORROWER :", "annotated_text": "<response> <person>BORROWER</person> : </response>"}
{"id": "982", "text": "Akamai Technologies , Inc .", "annotated_text": "<response> <organization>Akamai Technologies</organization> , Inc . </response>"}
{"id": "983", "text": "By : / s / Paul Sagan ----------------------------- Title : VP and COO ---------------------------", "annotated_text": "<response> By : / s / <person>Paul Sagan</person> ----------------------------- Title : VP and COO --------------------------- </response>"}
{"id": "984", "text": "BANK :", "annotated_text": "<response> <organization>BANK</organization> : </response>"}
{"id": "985", "text": "SILICON VALLEY BANK , doing business as SILICON VALLEY EAST", "annotated_text": "<response> <organization>SILICON VALLEY BANK</organization> , doing business as <location>SILICON VALLEY EAST</location> </response>"}
{"id": "986", "text": "By : / s / Nancy E . Funkhouser ----------------------------- Title : Assistant Vice President ---------------------------", "annotated_text": "<response> By : / s / <person>Nancy E</person> . Funkhouser ----------------------------- Title : Assistant Vice President --------------------------- </response>"}
{"id": "987", "text": "SILICON VALLEY BANK", "annotated_text": "<response> <organization>SILICON VALLEY BANK</organization> </response>"}
{"id": "988", "text": "By : / s / [ illegible ] ----------------------------- Title : AVP --------------------------- executed in Santa Clara County , California", "annotated_text": "<response> By : / s / [ illegible ] ----------------------------- Title : AVP --------------------------- executed in <location>Santa Clara</location> County , <location>California</location> </response>"}
{"id": "989", "text": "-DOCSTART-", "annotated_text": "<response> -DOCSTART- </response>"}
{"id": "990", "text": "Dated March 31 , 2007 Thinkplus Investments Limited ( as the Lender ) AND Airland International Limited Bizexpress Limited ( as the Borrower ) Loan Agreement Contents", "annotated_text": "<response> Dated March 31 , 2007 <organization>Thinkplus Investments Limited</organization> ( as the <person>Lender</person> ) AND <organization>Airland International Limited Bizexpress Limited</organization> ( as the <person>Borrower</person> ) Loan Agreement Contents </response>"}
{"id": "991", "text": "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", "annotated_text": "<response> 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 <person>Borrower</person> 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 </response>"}
{"id": "992", "text": "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 .", "annotated_text": "<response> 9 THIS LOAN AGREEMENT (\" this Agreement \") is entered into by and between the parties below in <location>Beijing</location> , <location>China</location> as of March 31 , 2007 : <organization>Thinkplus Investments Limited</organization> ., a corporation incorporated under the laws of the <location>Cayman Islands</location> , whose registered address is <location>Codan Trust Company</location> ( <location>Cayman</location> ) Limited , <location>Century Yard</location> , <location>Cricket Square</location> , <location>Hutchins Drive</location> , P . O . </response>"}
{"id": "993", "text": "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 \".", "annotated_text": "<response> Box 2681GT , <location>George Town</location> , <location>Grand Cayman</location> , <location>British West Indies</location> , hereinafter referred to as the \" Company \"; <organization>Airland International Limited</organization> , a corporation incorporated under the laws of the <location>British Virgin Islands</location> , whose registered address is <location>2nd floor</location> , <location>Abbott Building Road Town</location> , <location>Tortola</location> , <location>British Virgin Islands</location> , hereinafter referred to as the \" Airland \"; AND <location>Bizexpress Limited</location> , a corporation incorporated under the laws of the <location>British Virgin Islands</location> , whose registered address is <location>2nd floor</location> , <location>Abbott Building Road Town</location> , <location>Tortola</location> , <location>British Virgin Islands</location> , hereinafter referred to as the \" <organization>Bizexpress</organization> \" <organization>Airland</organization> and <organization>Bizexpress</organization> are collectively referred to as the \" <person>Borrower</person> \". </response>"}
{"id": "994", "text": "The Company and the Borrower are collectively referred to as the \" Parties \" and individually as a \" Party \".", "annotated_text": "<response> The Company and the <person>Borrower</person> are collectively referred to as the \" Parties \" and individually as a \" Party \". </response>"}
{"id": "995", "text": "RECITAL :", "annotated_text": "<response> RECITAL : </response>"}
{"id": "996", "text": "A .", "annotated_text": "<response> A . </response>"}
{"id": "997", "text": "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 ;", "annotated_text": "<response> The Company and the <person>Borrower</person> have signed the Subscription Agreement ( as defined below ) on the date of this Agreement and <organization>Worksoft</organization> , <person>Zhang Jilun</person> and <person>Shi Rongbin</person> have signed the Equity Transfer Contract ( as defined below ) on the date of this Agreement ; </response>"}
{"id": "998", "text": "B .", "annotated_text": "<response> B . </response>"}
{"id": "999", "text": "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 .", "annotated_text": "<response> Subject to the terms and conditions of this Agreement , the Company agrees to provide the Loan to the <person>Borrower</person> and the <person>Borrower</person> agrees to pledge part of its shares in the Company to the Company as a security for the Loan . </response>"}
{"id": "1000", "text": "THEREFORE , in consideration of the mutual covenants and undertakings contained herein , and subject to the terms and conditions herein , the Parties hereto agree as follows Article 1 Definitions", "annotated_text": "<response> THEREFORE , in consideration of the mutual covenants and undertakings contained herein , and subject to the terms and conditions herein , the Parties hereto agree as follows Article 1 Definitions </response>"}
{"id": "1001", "text": "1 . 1 Special Definitions As used in this Agreement , the following terms shall have the meanings set forth or referenced below :", "annotated_text": "<response> 1 . 1 Special Definitions As used in this Agreement , the following terms shall have the meanings set forth or referenced below : </response>"}
{"id": "1002", "text": "( a ) \" Account \" means the USD account opened by the Borrower outside of China for the Loan .", "annotated_text": "<response> ( a ) \" Account \" means the USD account opened by the <person>Borrower</person> outside of <location>China</location> for the Loan . </response>"}
{"id": "1003", "text": "( 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 .", "annotated_text": "<response> ( b ) \" Business Day \" means any day other than a Saturday , a Sunday or a day on which banks in the PRC or <location>Hong Kong Special Administrative Region</location> (\" <location>Hong Kong</location> \") are authorized or obliged by applicable law to be closed . </response>"}
{"id": "1004", "text": "( c )", "annotated_text": "<response> ( c ) </response>"}
{"id": "1005", "text": "\" Funding Date \" means the 7th working day after Worksoft is registered as a", "annotated_text": "<response> \" Funding Date \" means the 7th working day after <organization>Worksoft</organization> is registered as a </response>"}
{"id": "1006", "text": "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 .", "annotated_text": "<response> shareholder of <organization>Shanghai Solutions</organization> and holds the 75 % equity interest of <organization>Shanghai Solutions</organization> and one representative appointed by <organization>Worksoft</organization> is registered as the director of <organization>Shanghai Solutions</organization> . </response>"}
{"id": "1007", "text": "( d ) \" Confidential Information \" means all confidential , non - public or proprietary information regardless of how the information is stored or delivered , exchanged between the Parties before , on or after the date of this Agreement relating to the business , technology or other affairs of the Party who provides the information , but excluding the information which :", "annotated_text": "<response> ( d ) \" Confidential Information \" means all confidential , non - public or proprietary information regardless of how the information is stored or delivered , exchanged between the Parties before , on or after the date of this Agreement relating to the business , technology or other affairs of the Party who provides the information , but excluding the information which : </response>"}
{"id": "1008", "text": "( i ) is in or becomes part of the public domain other than through a breach of this Agreement or an obligation of confidence owed to the party to whom the information belongs ;", "annotated_text": "<response> ( i ) is in or becomes part of the public domain other than through a breach of this Agreement or an obligation of confidence owed to the party to whom the information belongs ; </response>"}
{"id": "1009", "text": "( ii ) the recipient of the information can prove was already known to it at the time of disclosure by the party to whom the information belongs ( unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality ); or", "annotated_text": "<response> ( ii ) the recipient of the information can prove was already known to it at the time of disclosure by the party to whom the information belongs ( unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality ); or </response>"}
{"id": "1010", "text": "( iii ) the recipient acquires from a source other than the party to whom the information belongs , where such source is entitled to disclose it .", "annotated_text": "<response> ( iii ) the recipient acquires from a source other than the party to whom the information belongs , where such source is entitled to disclose it . </response>"}
{"id": "1011", "text": "( 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 .", "annotated_text": "<response> ( e ) \" Equity Transfer Contract \" means the Equity Transfer Contract signed by <organization>Worksoft Creative Software Technology Ltd</organization> . (\" <organization>Worksoft</organization> \", a wholly owned subsidiary of the Company in <location>China</location> ), <person>Zhang Jilun</person> and <person>Shi Rongbin</person> with respect to <person>Zhang Jilun</person> and <person>Shi Rongbin</person> transferring part of their equity interests in <organization>Shanghai Solutions Software Co</organization> ., Ltd . (\" <organization>Shanghai Solutions</organization> \") to <organization>Worksoft</organization> on the date of this Agreement . </response>"}
{"id": "1012", "text": "( 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 .", "annotated_text": "<response> ( f ) \" PRC \" means the People ' s <location>Republic of China</location> excluding , for the purpose of this Agreement , <location>Hong Kong Special Administrative Region</location> , <location>Macao Special Administrative Region</location> and <location>Taiwan</location> . </response>"}
{"id": "1013", "text": "( g ) \" First Repayment Date \" means March 31 , 2008 .", "annotated_text": "<response> ( g ) \" First Repayment Date \" means March 31 , 2008 . </response>"}
{"id": "1014", "text": "( h ) \" Second Repayment Date \" means June 30 , 2008 .", "annotated_text": "<response> ( h ) \" Second Repayment Date \" means June 30 , 2008 . </response>"}
{"id": "1015", "text": "( i ) \" RMB \" means Renminbi , the lawful currency of the PRC .", "annotated_text": "<response> ( i ) \" RMB \" means Renminbi , the lawful currency of the PRC . </response>"}
{"id": "1016", "text": "( j ) \" Shares \" means the ordinary shares of the Company .", "annotated_text": "<response> ( j ) \" Shares \" means the ordinary shares of the Company . </response>"}
{"id": "1017", "text": "( 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 .", "annotated_text": "<response> ( k ) \" Subscription Agreement \" means the Subscription Agreement regarding the issue by the Company of the Shares and the Stock Options to the <person>Borrower</person> signed by the Company and the <person>Borrower</person> on the date of this Agreement . </response>"}