text: This LOAN AND SECURITY AGREEMENT dated January 27 , 1999 , between SILICON VALLEY BANK (" Bank "), a California - chartered bank with its principal place of business at 3003 Tasman Drive , Santa Clara , California 95054 with a loan production office located at 40 William St ., Ste .

annotated_text: <response> This LOAN AND SECURITY AGREEMENT dated January 27 , 1999 , between <organization>SILICON VALLEY BANK</organization> (" <organization>Bank</organization> "), a <location>California</location> - chartered <organization>bank</organization> with its principal place of business at <location>3003 Tasman Drive</location> , <location>Santa Clara</location> , <location>California</location> 95054 with a loan production office located at <location>40 William St</location> ., Ste . </response>


text: 350 , Wellesley , Massachusetts 02481 doing business as " Silicon Valley East " and AKAMAI TECHNOLOGIES , INC . (" Borrower "), whose address is 201 Broadway , 4th Floor , Cambridge , Massachusetts 02139 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank .

annotated_text: <response> 350 , <location>Wellesley</location> , <location>Massachusetts</location> 02481 doing business as " <location>Silicon Valley East</location> " and <organization>AKAMAI TECHNOLOGIES</organization> , INC . (" <person>Borrower</person> "), whose address is <location>201 Broadway</location> , 4th Floor , <location>Cambridge</location> , <location>Massachusetts</location> 02139 provides the terms on which <organization>Bank</organization> will lend to <person>Borrower</person> and <person>Borrower</person> will repay <organization>Bank</organization> . </response>


text: The parties agree as follows :

annotated_text: <response> The parties agree as follows : </response>


text: 1 ACCOUNTING AND OTHER TERMS

annotated_text: <response> 1 ACCOUNTING AND OTHER TERMS </response>


annotated_text: <response> Accounting terms not defined in this Agreement will be construed following GAAP . </response>


annotated_text: <response> Calculations and determinations must be made following GAAP . </response>


annotated_text: <response> The term " financial statements " includes the notes and schedules . </response>


annotated_text: <response> The terms " including " and " includes " always mean " including ( or includes ) without limitation ," in this or any Loan Document . </response>


text: This Agreement shall be construed to impart upon Bank a duty to act reasonably at all times .

annotated_text: <response> This Agreement shall be construed to impart upon <organization>Bank</organization> a duty to act reasonably at all times . </response>


text: 2 LOAN AND TERMS OF PAYMENT

annotated_text: <response> 2 LOAN AND TERMS OF PAYMENT </response>


text: 2 . 1 CREDIT EXTENSIONS .

annotated_text: <response> 2 . 1 CREDIT EXTENSIONS . </response>


text: Borrower will pay Bank the unpaid principal amount of all Credit Extensions and interest on the unpaid principal amount of the Credit Extensions .

annotated_text: <response> <person>Borrower</person> will pay <organization>Bank</organization> the unpaid principal amount of all Credit Extensions and interest on the unpaid principal amount of the Credit Extensions . </response>


text: 2 . 1 . 1 EQUIPMENT FACILITY .

annotated_text: <response> 2 . 1 . 1 EQUIPMENT FACILITY . </response>


text: Subject to the terms and conditions of this Agreement , Bank agrees to lend to Borrower , from time to time prior to the Commitment Termination Date , equipment advances ( each an " Equipment Advance " and collectively the " Equipment Advances ").

annotated_text: <response> Subject to the terms and conditions of this Agreement , <organization>Bank</organization> agrees to lend to <person>Borrower</person> , from time to time prior to the Commitment Termination Date , equipment advances ( each an " Equipment Advance " and collectively the " Equipment Advances "). </response>


annotated_text: <response> If prepaid , the principal of the Equipment Advances may not be re - borrowed . </response>


text: The proceeds of the Equipment Advances will be used solely to reimburse Borrower for the purchase of Eligible Equipment .

annotated_text: <response> The proceeds of the Equipment Advances will be used solely to reimburse <person>Borrower</person> for the purchase of Eligible Equipment . </response>


annotated_text: <response> Each Equipment Advance shall be considered a promissory note evidencing the amounts due hereunder for all purposes . </response>


text: Bank ' s obligation to lend hereunder shall terminate on the earlier of ( i ) the occurrence and continuance of an Event of Default , and ( ii ) the Commitment Termination Date .

annotated_text: <response> <organization>Bank</organization> ' s obligation to lend hereunder shall terminate on the earlier of ( i ) the occurrence and continuance of an Event of Default , and ( ii ) the Commitment Termination Date . </response>


annotated_text: <response> For purposes of this Section , the minimum amount of each Equipment Advance is $ 50 , 000 and the maximum number of Equipment Advances that will be made are 6 . </response>


text: ( a ) To obtain an Equipment Advance , Borrower will deliver to Bank a completed supplement in substantially the form attached (" Loan Supplement "), together with invoices and such additional information as Bank may request at least five ( 5 ) Business Days before the proposed funding date ( the " Funding Date ").

annotated_text: <response> ( a ) To obtain an Equipment Advance , <person>Borrower</person> will deliver to <organization>Bank</organization> a completed supplement in substantially the form attached (" Loan Supplement "), together with invoices and such additional information as <organization>Bank</organization> may request at least five ( 5 ) Business Days before the proposed funding date ( the " Funding Date "). </response>


text: On each Funding Date , Bank will specify in the Loan Supplement for each Equipment Advance , the Basic Rate , the Loan Factor , the Payment Dates , and a table of Stipulated Loan Values , together with a UCC Financing Statement covering the Equipment described on the Loan Supplement .

annotated_text: <response> On each Funding Date , <organization>Bank</organization> will specify in the Loan Supplement for each Equipment Advance , the Basic Rate , the Loan Factor , the Payment Dates , and a table of Stipulated Loan Values , together with a UCC Financing Statement covering the Equipment described on the Loan Supplement . </response>


text: If Borrower satisfies the conditions of each Equipment Advance specified from time to time by Bank , Bank will disburse such Equipment Advance by internal transfer to Borrower ' s deposit account with Bank .

annotated_text: <response> If <person>Borrower</person> satisfies the conditions of each Equipment Advance specified from time to time by <organization>Bank</organization> , <organization>Bank</organization> will disburse such Equipment Advance by internal transfer to <person>Borrower</person> ' s deposit account with <organization>Bank</organization> . </response>


text: ( b ) Bank ' s obligation to lend the undisbursed portion of the Committed Equipment Line will terminate if , in Bank ' s sole discretion , there has been a material adverse change in the general affairs , management , results of operation , condition ( financial or otherwise ) or the prospects of Borrower , whether or not arising from transactions in the ordinary course of business , or there has been material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the execution of this Agreement .

annotated_text: <response> ( b ) <organization>Bank</organization> ' s obligation to lend the undisbursed portion of the Committed Equipment Line will terminate if , in <organization>Bank</organization> ' s sole discretion , there has been a material adverse change in the general affairs , management , results of operation , condition ( financial or otherwise ) or the prospects of <person>Borrower</person> , whether or not arising from transactions in the ordinary course of business , or there has been material adverse deviation by <person>Borrower</person> from the most recent business plan of <person>Borrower</person> presented to and accepted by <organization>Bank</organization> prior to the execution of this Agreement . </response>


annotated_text: <response> 4 < PAGE > 5 2 . 2 INTEREST RATE , PAYMENTS . </response>


annotated_text: <response> ( a ) Principal and Interest Payments On Payment Dates . </response>


text: Borrower will make payments monthly in advance of principal and accrued interest for each Equipment Advance ( collectively , " Scheduled Payments "), on the first Business Day of the month following the Funding Date ( or commencing on the Funding Date if the Funding Date is the first Business Day of the month ) with respect to such Equipment Advance and continuing thereafter during the Repayment Period on the first Business Day of each calendar month ( each a " Payment Date "), in an amount equal to the Loan Factor multiplied by the Loan Amount for such Equipment Advance as of such Payment Date .

annotated_text: <response> <person>Borrower</person> will make payments monthly in advance of principal and accrued interest for each Equipment Advance ( collectively , " Scheduled Payments "), on the first Business Day of the month following the Funding Date ( or commencing on the Funding Date if the Funding Date is the first Business Day of the month ) with respect to such Equipment Advance and continuing thereafter during the Repayment Period on the first Business Day of each calendar month ( each a " Payment Date "), in an amount equal to the Loan Factor multiplied by the Loan Amount for such Equipment Advance as of such Payment Date . </response>


annotated_text: <response> All unpaid principal and accrued interest is due and payable in full on the last Payment Date with respect to such Equipment Advance . </response>


text: An Equipment Advance may be prepaid only upon payment of a prepayment premium specified by Bank .

annotated_text: <response> An Equipment Advance may be prepaid only upon payment of a prepayment premium specified by <organization>Bank</organization> . </response>


text: ( b ) Interest Rate .

annotated_text: <response> ( b ) Interest Rate . </response>


text: Borrower will pay interest on the unpaid principal amount of each Equipment Advance from the first Payment Date after the Funding Date of such Equipment Advance until the Equipment Advance has been paid in full , at the per annum rate of interest equal to the Basic Rate determined by Bank as of the Funding Date for each Equipment Advance in accordance with the definition of the Basic Rate .

annotated_text: <response> <person>Borrower</person> will pay interest on the unpaid principal amount of each Equipment Advance from the first Payment Date after the Funding Date of such Equipment Advance until the Equipment Advance has been paid in full , at the per annum rate of interest equal to the Basic Rate determined by <organization>Bank</organization> as of the Funding Date for each Equipment Advance in accordance with the definition of the Basic Rate . </response>


text: " Basic Rate " is , as of the Funding Date , the per annum rate of interest ( based on a year of 360 days ) equal to the sum of ( a ) the U . S . Treasury note yield to maturity for a term equal to the Treasury Note Maturity as quoted in The Wall Street Journal on the day the applicable Loan Terms Schedule is prepared , plus ( b ) the applicable Loan Margin for the type of Eligible Equipment being financed .

annotated_text: <response> " Basic Rate " is , as of the Funding Date , the per annum rate of interest ( based on a year of 360 days ) equal to the sum of ( a ) the U . S . Treasury note yield to maturity for a term equal to the Treasury Note Maturity as quoted in <organization>The Wall Street Journal</organization> on the day the applicable Loan Terms Schedule is prepared , plus ( b ) the applicable Loan Margin for the type of Eligible Equipment being financed . </response>


text: The Loan Margin is 275 basis points .

annotated_text: <response> The Loan Margin is 275 basis points . </response>


annotated_text: <response> The Treasury Note Maturity is 36 months . </response>


text: ( c ) Interim Payment .

annotated_text: <response> ( c ) Interim Payment . </response>


text: In addition to the Scheduled Payments , on the Funding Date for each Equipment Advance ( unless the Funding Date is the first Business Day of the month ) Borrower shall pay to Bank , on behalf of Bank , an amount ( the " Interim Payment ") equal to the initial Equipment Advance multiplied by the product of ( i ) the quotient derived from dividing the initial Loan Factor with respect to such Equipment Advance multiplied by 30 , and ( ii ) the number of days from the Funding Date of the Equipment Advance Loan until the first Payment Date with respect to such Equipment Advance .

annotated_text: <response> In addition to the Scheduled Payments , on the Funding Date for each Equipment Advance ( unless the Funding Date is the first Business Day of the month ) <person>Borrower</person> shall pay to <organization>Bank</organization> , on behalf of <organization>Bank</organization> , an amount ( the " Interim Payment ") equal to the initial Equipment Advance multiplied by the product of ( i ) the quotient derived from dividing the initial Loan Factor with respect to such Equipment Advance multiplied by 30 , and ( ii ) the number of days from the Funding Date of the Equipment Advance Loan until the first Payment Date with respect to such Equipment Advance . </response>


text: ( d ) Final Payment .

annotated_text: <response> ( d ) Final Payment . </response>


text: On the Maturity Date with respect to such Equipment Advance , Borrower will pay , in addition to the unpaid principal and accrued interest and all other amounts due on such date with respect to such Equipment Advance , an amount equal to the Final Payment .

annotated_text: <response> On the Maturity Date with respect to such Equipment Advance , <person>Borrower</person> will pay , in addition to the unpaid principal and accrued interest and all other amounts due on such date with respect to such Equipment Advance , an amount equal to the Final Payment . </response>


annotated_text: <response> " Final Payment " is with respect to each Equipment Advance , a payment ( in addition to and not a substitution for the regular monthly payments of principal plus accrued interest ) due on the maturity date for such Equipment Advance equal to the Loan Amount for such Equipment Advance at such time multiplied by the Final Payment Percentage . </response>


annotated_text: <response> " Final Payment Percentage " is , for each Equipment Advance , 7 . 5 %. </response>


annotated_text: <response> " Loan Amount " is the original principal amount of the Equipment Advance less the aggregate of all Prepayment Amounts relating to payments of such Equipment Advance prior to such dates . </response>


annotated_text: <response> Prepayment Amount means in the case of the mandatory repayment in accordance with Section 2 . 2 ( e ) and Section 6 . 7 , the Original Stated Cost of the item of Financed Equipment with respect to which such prepayment relates . </response>


text: " Original Stated Cost " is ( i ) the original cost of the New Equipment , the original cost to the Borrower of the item of New Equipment net of any and all freight , installation , tax or ( ii ) the fair market value assigned to such item of Used Equipment by mutual agreement of Borrower and Bank at the time of making of the Equipment Advance .

annotated_text: <response> " Original Stated Cost " is ( i ) the original cost of the New Equipment , the original cost to the <person>Borrower</person> of the item of New Equipment net of any and all freight , installation , tax or ( ii ) the fair market value assigned to such item of Used Equipment by mutual agreement of <person>Borrower</person> and <organization>Bank</organization> at the time of making of the Equipment Advance . </response>


annotated_text: <response> ( e ) Prepayment Upon an Event of Loss . </response>


text: If any Financed Equipment is subject to an Event of Loss and Borrower is required to or elects to prepay the Equipment Advance with respect to such

annotated_text: <response> If any Financed Equipment is subject to an Event of Loss and <person>Borrower</person> is required to or elects to prepay the Equipment Advance with respect to such </response>


annotated_text: <response> 5 < PAGE > 6 Financed Equipment pursuant to Section 6 . 7 , then such Equipment Advance shall be prepaid to the extent and in the manner provided in such section . </response>


annotated_text: <response> ( f ) Mandatory Prepayment Upon an Acceleration . </response>


text: If the Equipment Advances are accelerated following the occurrence of an Event of Default or otherwise ( other than following an Event of Loss ), then Borrower will immediately pay to Bank ( i ) all unpaid Scheduled Payments with respect to each Equipment Advance due prior to the date of prepayment , ( ii ) the Stipulated Loss Value with respect to each Equipment Advance , and ( iii ) all other sums , if any , that shall have become due and payable with respect to any Equipment Advance .

annotated_text: <response> If the Equipment Advances are accelerated following the occurrence of an Event of Default or otherwise ( other than following an Event of Loss ), then <person>Borrower</person> will immediately pay to <organization>Bank</organization> ( i ) all unpaid Scheduled Payments with respect to each Equipment Advance due prior to the date of prepayment , ( ii ) the Stipulated Loss Value with respect to each Equipment Advance , and ( iii ) all other sums , if any , that shall have become due and payable with respect to any Equipment Advance . </response>


text: ( g ) Borrower will repay the Equipment Advances on the terms provided in the Loan Supplement .

annotated_text: <response> ( g ) <person>Borrower</person> will repay the Equipment Advances on the terms provided in the Loan Supplement . </response>


text: An Equipment Advance may be prepaid only upon payment of a prepayment premium specified from time to time by Bank .

annotated_text: <response> An Equipment Advance may be prepaid only upon payment of a prepayment premium specified from time to time by <organization>Bank</organization> . </response>


annotated_text: <response> Any amounts outstanding during the continuance of an Event of Default shall bear interest at a per annum rate equal to the Basic Rate plus 5 percent . </response>


text: If any change in the law increases Bank ' s expenses or decreases its return from the Equipment Advances , Borrower will pay Bank upon request the amount of such increase or decrease .

annotated_text: <response> If any change in the law increases <organization>Bank</organization> ' s expenses or decreases its return from the Equipment Advances , <person>Borrower</person> will pay <organization>Bank</organization> upon request the amount of such increase or decrease . </response>


text: ( h ) Bank may debit any of Borrower ' s deposit accounts including Account Number _____________ for principal and interest payments or any amounts Borrower owes Bank .

annotated_text: <response> ( h ) <organization>Bank</organization> may debit any of <person>Borrower</person> ' s deposit accounts including Account Number _____________ for principal and interest payments or any amounts <person>Borrower</person> owes <organization>Bank</organization> . </response>


text: Bank will notify Borrower when it debits Borrower ' s accounts .

annotated_text: <response> <organization>Bank</organization> will notify <person>Borrower</person> when it debits <person>Borrower</person> ' s accounts . </response>


text: These debits are not a set - off .

annotated_text: <response> These debits are not a set - off . </response>


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 <location>Eastern</location> time are considered received at the opening of business on the next Business Day . </response>


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 accrue . </response>


text: 2 . 3 FEES .

annotated_text: <response> 2 . 3 FEES . </response>


text: Borrower will pay :

annotated_text: <response> <person>Borrower</person> will pay : </response>


text: ( a ) Bank Expenses .

annotated_text: <response> ( a ) <organization>Bank</organization> Expenses . </response>


text: All Bank Expenses ( including reasonable attorneys ' fees and expenses ) incurred through and after the date of this Agreement , are payable when due .

annotated_text: <response> All <organization>Bank</organization> Expenses ( including reasonable attorneys ' fees and expenses ) incurred through and after the date of this Agreement , are payable when due . </response>


text: 3 CONDITIONS OF LOANS

annotated_text: <response> 3 CONDITIONS OF LOANS </response>


annotated_text: <response> 3 . 1 CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION . </response>


text: Bank ' s obligation to make the initial Credit Extension is subject to the condition precedent that it receive the agreements , documents and fees it requires .

annotated_text: <response> <organization>Bank</organization> ' s obligation to make the initial Credit Extension is subject to the condition precedent that it receive the agreements , documents and fees it requires . </response>


annotated_text: <response> 3 . 2 CONDITIONS PRECEDENT TO ALL CREDIT EXTENSIONS . </response>


text: Bank ' s obligations to make each Credit Extension , including the initial Credit Extension , is subject to the following :

annotated_text: <response> <organization>Bank</organization> ' s obligations to make each Credit Extension , including the initial Credit Extension , is subject to the following : </response>


annotated_text: <response> ( a ) timely receipt of any Payment / Advance Form , together with an invoice for the Equipment purchased ; and </response>


annotated_text: <response> ( b ) the representations and warranties in Section 5 must be materially true on the date of the Payment / Advance Form and on the effective date of each Credit Extension and no Event of Default may have occurred and be continuing , or result from the Credit Extension . </response>


text: Each Credit Extension is Borrower ' s representation and warranty on that date that the representations and warranties of Section 5 remain true .

annotated_text: <response> Each Credit Extension is <person>Borrower</person> ' s representation and warranty on that date that the representations and warranties of Section 5 remain true . </response>


annotated_text: <response> 6 < PAGE > 7 4 CREATION OF SECURITY INTEREST </response>


text: 4 . 1 GRANT OF SECURITY INTEREST .

annotated_text: <response> 4 . 1 GRANT OF SECURITY INTEREST . </response>


text: Borrower grants Bank a continuing security interest in all presently existing and later acquired Collateral to secure all Obligations and performance of each of Borrowers duties under the Loan Documents .

annotated_text: <response> <person>Borrower</person> grants <organization>Bank</organization> a continuing security interest in all presently existing and later acquired Collateral to secure all Obligations and performance of each of Borrowers duties under the Loan Documents . </response>


annotated_text: <response> Any security interest will be a first priority security interest in the Collateral . </response>


text: Bank may place a " hold " on any deposit account pledged as Collateral .

annotated_text: <response> <organization>Bank</organization> may place a " hold " on any deposit account pledged as Collateral . </response>


text: 5 REPRESENTATIONS AND WARRANTIES

annotated_text: <response> 5 REPRESENTATIONS AND WARRANTIES </response>


text: Borrower represents and warrants as follows :

annotated_text: <response> <person>Borrower</person> represents and warrants as follows : </response>


annotated_text: <response> 5 . 1 DUE ORGANIZATION AND AUTHORIZATION . </response>


text: Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in , and in good standing in , any state in which the conduct of its business or its ownership of property requires that it be qualified .

annotated_text: <response> <person>Borrower</person> and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in , and in good standing in , any state in which the conduct of its business or its ownership of property requires that it be qualified . </response>


text: The execution , delivery and performance of the Loan Documents have been duly authorized , and do not conflict with Borrower ' s formation documents , nor constitute an event of default under any material agreement by which Borrower is bound .

annotated_text: <response> The execution , delivery and performance of the Loan Documents have been duly authorized , and do not conflict with <person>Borrower</person> ' s formation documents , nor constitute an event of default under any material agreement by which <person>Borrower</person> is bound . </response>


text: Borrower is not in default under any agreement to which or by which it is bound in which the default could cause a Material Adverse Change .

annotated_text: <response> <person>Borrower</person> is not in default under any agreement to which or by which it is bound in which the default could cause a Material Adverse Change . </response>


text: 5 . 2 COLLATERAL .

annotated_text: <response> 5 . 2 COLLATERAL . </response>


text: Borrower has good title to the Collateral , free from liens .

annotated_text: <response> <person>Borrower</person> has good title to the Collateral , free from liens . </response>


annotated_text: <response> All Inventory is in all material respects of good and marketable quality , free from material defects . </response>


text: 5 . 3 LITIGATION .

annotated_text: <response> 5 . 3 LITIGATION . </response>


text: Except as shown in the Schedule , there are no actions or proceedings pending or , to Borrower ' s knowledge , threatened by or against Borrower or any Subsidiary in which an adverse decision could cause a Material Adverse Change .

annotated_text: <response> Except as shown in the Schedule , there are no actions or proceedings pending or , to <person>Borrower</person> ' s knowledge , threatened by or against <person>Borrower</person> or any Subsidiary in which an adverse decision could cause a Material Adverse Change . </response>


annotated_text: <response> 5 . 4 NO MATERIAL ADVERSE CHANGE IN FINANCIAL STATEMENTS . </response>


text: All consolidated financial statements for Borrower , and any Subsidiary , delivered to Bank fairly present in all material respects Borrower ' s consolidated financial condition and Borrower ' s consolidated results of operations .

annotated_text: <response> All consolidated financial statements for <person>Borrower</person> , and any Subsidiary , delivered to <organization>Bank</organization> fairly present in all material respects <person>Borrower</person> ' s consolidated financial condition and <person>Borrower</person> ' s consolidated results of operations . </response>


text: There has not been any material deterioration in Borrower ' s consolidated financial condition since the date of the most recent financial statements submitted to Bank .

annotated_text: <response> 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 <organization>Bank</organization> . </response>


text: 5 . 5 SOLVENCY .

annotated_text: <response> 5 . 5 SOLVENCY . </response>


text: The fair salable value of Borrowers assets ( including goodwill minus disposition costs ) exceeds the fair value of its liabilities ; the Borrower is not left with unreasonably small capital after the transactions in this Agreement ; and Borrower is able to pay its debts ( including trade debts ) as they mature .

annotated_text: <response> The fair salable value of Borrowers assets ( including goodwill minus disposition costs ) exceeds the fair value of its liabilities ; the <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>


text: 5 . 6 REGULATORY COMPLIANCE .

annotated_text: <response> 5 . 6 REGULATORY COMPLIANCE . </response>


text: Borrower is not an " investment company " or a company " controlled " by an " investment company " under the Investment Company Act .

annotated_text: <response> <person>Borrower</person> is not an " investment company " or a company " controlled " by an " investment company " under the Investment Company Act . </response>


text: Borrower is not engaged as one of its important activities in extending credit for margin stock ( under Regulations G , T and U of the Federal Reserve Board of Governors ).

annotated_text: <response> <person>Borrower</person> is not engaged as one of its important activities in extending credit for margin stock ( under Regulations G , T and U of the <organization>Federal Reserve Board of Governors</organization> ). </response>


text: Borrower has complied with the Federal Fair Labor Standards Act .

annotated_text: <response> <person>Borrower</person> has complied with the Federal Fair Labor Standards Act . </response>


text: Borrower has not violated

annotated_text: <response> <person>Borrower</person> has not violated </response>


annotated_text: <response> 7 < PAGE > 8 any laws , ordinances or rules , the violation of which could cause a Material Adverse Change . </response>


text: None of Borrower ' s or any Subsidiary ' s properties or assets has been used by Borrower or any Subsidiary or , to the best of Borrower ' s knowledge , by previous Persons , in disposing , producing , storing , treating , or transporting any hazardous substance other than legally .

annotated_text: <response> None of <person>Borrower</person> ' s or any Subsidiary ' s properties or assets has been used by <person>Borrower</person> or any Subsidiary or , to the best of <person>Borrower</person> ' s knowledge , by previous Persons , in disposing , producing , storing , treating , or transporting any hazardous substance other than legally . </response>


text: Borrower and each Subsidiary has timely filed all required tax returns and paid , or made adequate provision to pay , all taxes , except those being contested in good faith with adequate reserves under GAAP .

annotated_text: <response> <person>Borrower</person> and each Subsidiary has timely filed all required tax returns and paid , or made adequate provision to pay , all taxes , except those being contested in good faith with adequate reserves under GAAP . </response>


text: Borrower and each Subsidiary has obtained all consents , approvals and authorizations of , made all declarations or filings with , and given all notices to , all government authorities that are necessary to continue its business as currently conducted .

annotated_text: <response> <person>Borrower</person> and each Subsidiary has obtained all consents , approvals and authorizations of , made all declarations or filings with , and given all notices to , all government authorities that are necessary to continue its business as currently conducted . </response>


text: 5 . 7 FULL DISCLOSURE .

annotated_text: <response> 5 . 7 FULL DISCLOSURE . </response>


text: No representation , warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading .

annotated_text: <response> No representation , warranty or other statement of <person>Borrower</person> in any certificate or written statement given to <organization>Bank</organization> 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 . </response>


text: 6 AFFIRMATIVE COVENANTS

annotated_text: <response> 6 AFFIRMATIVE COVENANTS </response>


text: Borrower will do all of the following :

annotated_text: <response> <person>Borrower</person> will do all of the following : </response>


text: 6 . 1 GOVERNMENT COMPLIANCE .

annotated_text: <response> 6 . 1 GOVERNMENT COMPLIANCE . </response>


text: Borrower will maintain its and all Subsidiaries ' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify could have a material adverse effect on Borrower ' s business or operations .

annotated_text: <response> <person>Borrower</person> will maintain its and all Subsidiaries ' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify could have a material adverse effect on <person>Borrower</person> ' s business or operations . </response>


text: Borrower will comply , and have each Subsidiary comply , with all laws , ordinances and regulations to which it is subject , noncompliance with which could have a material adverse effect on Borrower ' s business or operations or cause a Material Adverse Change .

annotated_text: <response> <person>Borrower</person> will comply , and have each Subsidiary comply , with all laws , ordinances and regulations to which it is subject , noncompliance with which could have a material adverse effect on <person>Borrower</person> ' s business or operations or cause a Material Adverse Change . </response>


text: 6 . 2 FINANCIAL STATEMENTS , REPORTS .

annotated_text: <response> 6 . 2 FINANCIAL STATEMENTS , REPORTS . </response>


text: ( a ) Borrower will deliver to Bank : ( i ) as soon as available , but not later than 30 days after the last day of each month , a company prepared consolidated balance sheet and income statement covering Borrower ' s consolidated operations during the period , in a form and certified by a Responsible Officer acceptable to Bank ; ( ii ) as soon as available , but not later than 90 days after the last day of Borrower ' s fiscal year , audited consolidated financial statements prepared under GAAP , consistently applied , together with an unqualified opinion on the financial statements from Pricewaterhouse Coopers , LLP or another independent certified public accounting firm reasonable acceptable to Bank ; ( iii ) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $ 100 , 000 or more ; and ( iv ) budgets , sales projections , operating plans or other financial information Bank requests .

annotated_text: <response> ( a ) <person>Borrower</person> will deliver to <organization>Bank</organization> : ( i ) as soon as available , but not later than 30 days after the last day of each month , a company prepared consolidated balance sheet and income statement covering <person>Borrower</person> ' s consolidated operations during the period , in a form and certified by a Responsible Officer acceptable to <organization>Bank</organization> ; ( ii ) as soon as available , but not later than 90 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 on the financial statements from Pricewaterhouse Coopers , LLP or another independent certified public accounting firm reasonable acceptable to <organization>Bank</organization> ; ( iii ) a prompt report of any legal actions pending or threatened against <person>Borrower</person> or any Subsidiary that could result in damages or costs to <person>Borrower</person> or any Subsidiary of $ 100 , 000 or more ; and ( iv ) budgets , sales projections , operating plans or other financial information <organization>Bank</organization> requests . </response>


text: ( b ) Bank has the right to audit Borrower ' s Collateral upon an Event of Default has occurred and is continuing .

annotated_text: <response> ( b ) <organization>Bank</organization> has the right to audit <person>Borrower</person> ' s Collateral upon an Event of Default has occurred and is continuing . </response>


text: 6 . 3 TAXES .

annotated_text: <response> 6 . 3 TAXES . </response>


text: Borrower will make , and cause each Subsidiary to make , timely payment of all material federal , state , and local taxes or assessments and will deliver to Bank , on demand , appropriate certificates attesting to the payment .

annotated_text: <response> <person>Borrower</person> will make , and cause each Subsidiary to make , timely payment of all material federal , state , and local taxes or assessments and will deliver to <organization>Bank</organization> , on demand , appropriate certificates attesting to the payment . </response>


text: 8 < PAGE > 9 6 . 4 INSURANCE .

annotated_text: <response> 8 < PAGE > 9 6 . 4 INSURANCE . </response>


text: Borrower will keep its business and the Collateral insured for risks and in amounts , as Bank requests .

annotated_text: <response> <person>Borrower</person> will keep its business and the Collateral insured for risks and in amounts , as <organization>Bank</organization> requests . </response>


text: Insurance policies will be in a form , with companies , and in amounts that are satisfactory to Bank .

annotated_text: <response> Insurance policies will be in a form , with companies , and in amounts that are satisfactory to <organization>Bank</organization> . </response>


text: All property policies will have a lender ' s loss payable endorsement showing Bank as an additional loss payee and all liability policies will show the Bank as an additional insured and provide that the insurer must give Bank at least 20 days notice before canceling its policy .

annotated_text: <response> All property policies will have a <person>lender</person> ' s loss payable endorsement showing <organization>Bank</organization> as an additional loss payee and all liability policies will show the <organization>Bank</organization> as an additional insured and provide that the insurer must give <organization>Bank</organization> at least 20 days notice before canceling its policy . </response>


text: At Bank ' s request , Borrower will deliver certified copies of policies and evidence of all premium payments .

annotated_text: <response> At <organization>Bank</organization> ' s request , <person>Borrower</person> will deliver certified copies of policies and evidence of all premium payments . </response>


text: Proceeds payable under any policy will , at Bank ' s option , be payable to Bank on account of the Obligations .

annotated_text: <response> Proceeds payable under any policy will , at <organization>Bank</organization> ' s option , be payable to <organization>Bank</organization> on account of the Obligations . </response>


text: 6 . 5 PRIMARY ACCOUNTS .

annotated_text: <response> 6 . 5 PRIMARY ACCOUNTS . </response>


text: Borrower will maintain its primary depository and operating accounts with Bank .

annotated_text: <response> <person>Borrower</person> will maintain its primary depository and operating accounts with <organization>Bank</organization> . </response>


text: 6 . 6 FURTHER ASSURANCES .

annotated_text: <response> 6 . 6 FURTHER ASSURANCES . </response>


text: Borrower will execute any further instruments and take further action as Bank requests to perfect or continue Bank ' s security interest in the Collateral or to effect the purposes of this Agreement .

annotated_text: <response> <person>Borrower</person> will execute any further instruments and take further action as <organization>Bank</organization> requests to perfect or continue <organization>Bank</organization> ' s security interest in the Collateral or to effect the purposes of this Agreement . </response>


text: 6 . 7 LOSS ; DESTRUCTION ; OR DAMAGE .

annotated_text: <response> 6 . 7 LOSS ; DESTRUCTION ; OR DAMAGE . </response>


text: Borrower will bear the risk of the Collateral being lost , stolen , destroyed , or damaged .

annotated_text: <response> <person>Borrower</person> will bear the risk of the Collateral being lost , stolen , destroyed , or damaged . </response>


text: If any item of Collateral is lost , stolen , destroyed , or damaged , then Borrower will pay Bank an amount equal to the sum of ( i ) all accrued and unpaid Scheduled Payments due prior to the next such Payment Date and ( ii ) a prepayment in an amount equal to the Stipulated Loan Value as to such Collateral .

annotated_text: <response> If any item of Collateral is lost , stolen , destroyed , or damaged , then <person>Borrower</person> will pay <organization>Bank</organization> an amount equal to the sum of ( i ) all accrued and unpaid Scheduled Payments due prior to the next such Payment Date and ( ii ) a prepayment in an amount equal to the Stipulated Loan Value as to such Collateral . </response>


text: If during the term of this Agreement any item of Financed Equipment is lost , stolen , destroyed , damaged beyond repair , rendered permanently unfit for use , or seized by a governmental authority for any reason whatsoever for a period equal to at least the remainder of the term of this Agreement ( an " Event of Loss "), then in each case Bank will receive from the proceeds of insurance maintained pursuant to Section 6 , from any award paid by the seizing governmental authority or , to the extent not received from the proceeds of insurance or award or both , from Borrower , on or before the Payment Date next succeeding such Event of Loss for each such item of Financed Equipment subject to an Event of Loss , an amount equal to the sum of : ( i ) all accrued and unpaid Scheduled Payments with respect to such Loan due prior to the next such Payment Date , ( ii ) a prepayment in an amount equal to the Stipulated Loss Value and ( iii ) all other sums , if any , that shall have become due and payable , including interest at the Default Rate with respect to any past due amounts .

annotated_text: <response> If during the term of this Agreement any item of Financed Equipment is lost , stolen , destroyed , damaged beyond repair , rendered permanently unfit for use , or seized by a governmental authority for any reason whatsoever for a period equal to at least the remainder of the term of this Agreement ( an " Event of Loss "), then in each case <organization>Bank</organization> will receive from the proceeds of insurance maintained pursuant to Section 6 , from any award paid by the seizing governmental authority or , to the extent not received from the proceeds of insurance or award or both , from <person>Borrower</person> , on or before the Payment Date next succeeding such Event of Loss for each such item of Financed Equipment subject to an Event of Loss , an amount equal to the sum of : ( i ) all accrued and unpaid Scheduled Payments with respect to such Loan due prior to the next such Payment Date , ( ii ) a prepayment in an amount equal to the Stipulated Loss Value and ( iii ) all other sums , if any , that shall have become due and payable , including interest at the Default Rate with respect to any past due amounts . </response>


text: On the date of receipt by Bank of the amount specified above with respect to each such item of Financed Equipment subject to an Event of Loss , this Agreement shall terminate as to such Financed Equipment .

annotated_text: <response> On the date of receipt by <organization>Bank</organization> of the amount specified above with respect to each such item of Financed Equipment subject to an Event of Loss , this Agreement shall terminate as to such Financed Equipment . </response>


text: Any proceeds of insurance maintained by Borrower pursuant to this Section and received by Borrower will be paid to Bank , promptly upon their receipt by Borrower .

annotated_text: <response> Any proceeds of insurance maintained by <person>Borrower</person> pursuant to this Section and received by <person>Borrower</person> will be paid to <organization>Bank</organization> , promptly upon their receipt by <person>Borrower</person> . </response>


text: If any proceeds of insurance or awards received from governmental authorities are in excess of the amount owed under this Section , Bank shall promptly remit to Borrower the amount in excess of the amount owed to Bank .

annotated_text: <response> If any proceeds of insurance or awards received from governmental authorities are in excess of the amount owed under this Section , <organization>Bank</organization> shall promptly remit to <person>Borrower</person> the amount in excess of the amount owed to <organization>Bank</organization> . </response>


text: 7 NEGATIVE COVENANTS

annotated_text: <response> 7 NEGATIVE COVENANTS </response>


text: 7 . 1 BORROWER WILL NOT DO ANY OF THE FOLLOWING :

annotated_text: <response> 7 . 1 <person>BORROWER</person> WILL NOT DO ANY OF THE FOLLOWING : </response>


text: Change its name or the chief executive office or principal place of business , move or dispose of any interest in the Collateral , permit any lien or security interest to attach to the Collateral , or enter into any transaction outside the ordinary course of Borrower ' s business .

annotated_text: <response> Change its name or the chief executive office or principal place of business , move or dispose of any interest in the Collateral , permit any lien or security interest to attach to the Collateral , or enter into any transaction outside the ordinary course of <person>Borrower</person> ' s business . </response>


text: 9 < PAGE > 10 Become an " investment company " or a company controlled by an " investment company ," under the Investment Company Act of 1940 or undertake as one of its important activities extending credit to purchase or carry margin stock , or use the proceeds of any Advance for that purpose ; fail to meet the minimum funding requirements of ERISA , permit a Reportable Event or Prohibited Transaction , as defined in ERISA , to occur , fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation , if the violation could have a material adverse effect on Borrower ' s business or operations or cause a Material Adverse Change , or permit any of its Subsidiaries to do so .

annotated_text: <response> 9 < PAGE > 10 Become an " investment company " or a company controlled by an " investment company ," under the Investment Company Act of 1940 or undertake as one of its important activities extending credit to purchase or carry margin stock , or use the proceeds of any Advance for that purpose ; fail to meet the minimum funding requirements of <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 have a material adverse effect on <person>Borrower</person> ' s business or operations or cause a Material Adverse Change , or permit any of its Subsidiaries to do so . </response>


text: 8 EVENTS OF DEFAULT

annotated_text: <response> 8 EVENTS OF DEFAULT </response>


annotated_text: <response> Any one of the following is an Event of Default : </response>


text: 8 . 1 PAYMENT DEFAULT .

annotated_text: <response> 8 . 1 PAYMENT DEFAULT . </response>


text: Borrower fails to pay any of the Obligations when due ;

annotated_text: <response> <person>Borrower</person> fails to pay any of the Obligations when due ; </response>


text: 8 . 2 COVENANT DEFAULT .

annotated_text: <response> 8 . 2 COVENANT DEFAULT . </response>


text: If Borrower violates any covenant in Section 7 or does not perform or observe any other material term , condition or covenant in this Agreement , any Loan Documents , or in any agreement between Borrower and Bank and as to any default under a term , condition or covenant that can be cured , has not cured the default within 10 days after it occurs , or if the default cannot be cured within 10 days or cannot be cured after Borrower ' s attempts within 10 day period , and the default may be cured within a reasonable time , then Borrower has an additional period ( of not more than 30 days ) to attempt to cure the default .

annotated_text: <response> If <person>Borrower</person> violates any covenant in Section 7 or does not perform or observe any other material term , condition or covenant in this Agreement , any Loan Documents , or in any agreement between <person>Borrower</person> and <organization>Bank</organization> and as to any default under a term , condition or covenant that can be cured , has not cured the default within 10 days after it occurs , or if the default cannot be cured within 10 days or cannot be cured after <person>Borrower</person> ' s attempts within 10 day period , and the default may be cured within a reasonable time , then <person>Borrower</person> has an additional period ( of not more than 30 days ) to attempt to cure the default . </response>


annotated_text: <response> During the additional time , the failure to cure the default is not an Event of Default ( but no Credit Extensions will be made during the cure period ); </response>


text: 8 . 3 MATERIAL ADVERSE CHANGE .

annotated_text: <response> 8 . 3 MATERIAL ADVERSE CHANGE . </response>


text: If there ( i ) occurs a material adverse change in the business , operations , or condition ( financial or otherwise ) of the Borrower , or ( ii ) is a material impairment of the prospect of repayment of any portion of the Obligations .

annotated_text: <response> If there ( i ) occurs a material adverse change in the business , operations , or condition ( financial or otherwise ) of the <person>Borrower</person> , or ( ii ) is a material impairment of the prospect of repayment of any portion of the Obligations . </response>


text: 8 . 4 ATTACHMENT .

annotated_text: <response> 8 . 4 ATTACHMENT . </response>


text: If any material portion of Borrower ' s assets is attached , seized , levied on , or comes into possession of a trustee or receiver and the attachment , seizure or levy is not removed in 10 days , or if Borrower is enjoined , restrained , or prevented by court order from conducting a material part of its business or if a judgment or other claim becomes a Lien on a material portion of Borrower ' s assets , or if a notice of lien , levy , or assessment is filed against any of Borrower ' s assets by any government agency and not paid within 10 days after Borrower receives notice .

annotated_text: <response> If 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 10 days , or if <person>Borrower</person> is enjoined , restrained , or prevented by court order from conducting a material part of its business or if a judgment or other claim becomes a Lien on a material portion of <person>Borrower</person> ' s assets , or if 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 10 days after <person>Borrower</person> receives notice . </response>


text: These are not Events of Default if stayed or if a bond is posted pending contest by Borrower ( but no Credit Extensions will be made during the cure period );

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 will be made during the cure period ); </response>


text: 8 . 5 INSOLVENCY .

annotated_text: <response> 8 . 5 INSOLVENCY . </response>


text: If Borrower becomes insolvent or if Borrower begins an Insolvency Proceeding or an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within 30 days ( but no Credit Extensions will be made before any Insolvency Proceeding is dismissed );

annotated_text: <response> If <person>Borrower</person> becomes insolvent or if <person>Borrower</person> begins an Insolvency Proceeding or an Insolvency Proceeding is begun against <person>Borrower</person> and not dismissed or stayed within 30 days ( but no Credit Extensions will be made before any Insolvency Proceeding is dismissed ); </response>


text: 10 < PAGE > 11 8 . 6 OTHER AGREEMENTS .

annotated_text: <response> 10 < PAGE > 11 8 . 6 OTHER AGREEMENTS . </response>


text: If there is a default in any agreement between Borrower and a third party that gives the third party the right to accelerate any Indebtedness exceeding $ 100 , 000 or that could cause a Material Adverse Change ;

annotated_text: <response> If there is a default in any agreement between <person>Borrower</person> and a third party that gives the third party the right to accelerate any Indebtedness exceeding $ 100 , 000 or that could cause a Material Adverse Change ; </response>


text: 8 . 7 JUDGMENTS .

annotated_text: <response> 8 . 7 JUDGMENTS . </response>


text: If a money judgment ( s ) in the aggregate of at least $ 50 , 000 is rendered against Borrower and is unsatisfied and unstayed for 10 days ( but no Advances will be made before the judgment is stayed or satisfied ); or

annotated_text: <response> If a money judgment ( s ) in the aggregate of at least $ 50 , 000 is rendered against <person>Borrower</person> and is unsatisfied and unstayed for 10 days ( but no Advances will be made before the judgment is stayed or satisfied ); or </response>


text: 8 . 8 MISREPRESENTATIONS .

annotated_text: <response> 8 . 8 MISREPRESENTATIONS . </response>