{"id":41126,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/loan-and-security-agreement-dendreon-corp-and-transamerica.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-and-security-agreement-dendreon-corp-and-transamerica","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/loan-and-security-agreement-dendreon-corp-and-transamerica.html","title":{"rendered":"Loan and Security Agreement &#8211; Dendreon Corp. and Transamerica Business Credit Corp."},"content":{"rendered":"<pre>\n                          LOAN AND SECURITY AGREEMENT\n\n          THIS LOAN AND SECURITY AGREEMENT dated as of July 30, 1999, is made by\nDendreon Corporation (the \"Borrower\"), a Delaware corporation having its\nprincipal place of business and chief executive office at 3005 First Avenue,\nSeattle, Washington, 98121, in favor of Transamerica Business Credit\nCorporation, a Delaware corporation (the \"Lender\"), having its principal office\nat 9399 West Higgins Road, Suite 600, Rosemont, Illinois 60018 and having an\noffice at 76 Batterson Park Road, Farmington, Connecticut 06032.\n\n          WHEREAS, the Borrower has requested that the Lender make a Loan to the\nBorrower; and\n\n          WHEREAS, the Lender has agreed to make such Loan on the terms and\nconditions of this Agreement.\n\n          NOW, THEREFORE, in consideration of the premises and to induce the\nLender to extend credit, the Borrower hereby agrees with the Lender as follows:\n\n          SECTION 1.  DEFINITIONS.\n                      ----------- \n\n          As used herein, the following terms shall have the following meanings,\nand shall be equally applicable to both the singular and plural forms of the\nterms defined:\n\n          Agreement shall mean this Loan and Security Agreement together with\n          ---------                                                          \nall schedules and exhibits hereto, as amended, supplemented, or otherwise\nmodified from time to time.\n\n          Applicable Law shall mean the laws of the State of Illinois (or any\n          --------------                                                     \nother jurisdiction whose laws are mandatorily applicable notwithstanding the\nparties' choice of Illinois law) or the laws of the United States of America,\nwhichever laws allow the greater interest, as such laws now exist or may be\nchanged or amended or come into effect in the future.\n\n          Business Day shall mean any day other than a Saturday, Sunday, or\n          ------------                                                     \npublic holiday or the equivalent for banks in New York City.\n\n          Cash Equivalents means (i) securities issued, guaranteed or insured by\n          ----------------                                                      \nthe United States or any of its agencies with maturities of not more than one\nyear from the date acquired; (ii) certificates of deposit with maturities of not\nmore than one year from the date acquired, issued by any U.S. federal or state\nchartered commercial bank of recognized standing which has capital and\nunimpaired surplus in excess of $100,000,000; (iii) investments in money market\nfunds registered under the Investment Company Act of 1940; (iv) mutual funds, at\nleast 90% of the assets of which constitute Cash Equivalents of the kinds\ndescribed in clauses (i) - (iii) of this definition; and (v) other instruments,\ncommercial paper or investments acceptable to the Lender in its sole discretion.\n\n          Closing Date means the date first set forth above.\n          ------------                                      \n\n          Code shall have the meaning specified in Section 8(d).\n          ----                                                  \n\n                                       1.\n\n \n          Collateral shall have the meaning specified in Section 2.\n          ----------                                               \n\n          Collateral Access Agreement shall mean any landlord waiver, mortgagee\n          ---------------------------                                          \nwaiver, bailee letter, or similar acknowledgement of any warehouseman or\nprocessor in possession of any Collateral.\n\n          Contingent Obligation means any direct, indirect, contingent or non-\n          ---------------------                                              \ncontingent guaranty or obligation for the indebtedness of another Person, except\nendorsements in the ordinary course of business.\n\n          Effective Date shall mean the date on which all of the conditions\n          --------------                                                   \nspecified in Section 3.3 shall have been satisfied.\n\n          Event of Default shall mean any event specified in Section 7.\n          ----------------                                             \n\n          Financial Statements shall have the meaning specified in Section 6.1.\n          --------------------                                                 \n\n          GAAP shall mean generally accepted accounting principles in the United\n          ----                                                                  \nStates of America, as in effect from time to time.\n\n          Loans shall mean the loans and financial accommodations made by the\n          -----                                                              \nLender to the Borrower in accordance with the terms of this Agreement and any\nNote delivered hereunder.\n\n          Loan Documents shall mean, collectively, this Agreement, the Notes,\n          --------------                                                     \nand all other present and future documents, agreements, certificates,\ninstruments, and opinions delivered by the Borrower under, in connection with or\nrelating to this Agreement, or any other present or future instrument or\nagreement between Lender and Borrower, as each of the same may be amended,\nmodified, extended, restated or supplemented from time to time.\n\n          Material Adverse Change shall mean, with respect to any Person, a\n          -----------------------                                          \nmaterial adverse change in the business, operations, results of operations,\nassets, liabilities, or financial condition of such Person taken as a whole.\n\n          Material Adverse Effect shall mean, with respect to any Person, a\n          -----------------------                                          \nmaterial adverse effect on the business, operations, results of operations,\nassets, liabilities, or financial condition of such Person taken as a whole.\n\n          Note shall mean each Promissory Note, in substantially the form\n          ----                                                           \nattached hereto, made by the Borrower in favor of the Lender, as amended,\nsupplemented, or otherwise modified from time to time.\n\n          Obligations shall mean and include all loans (including the Loans),\n          -----------                                                        \nadvances, debts, liabilities, obligations, covenants and duties owing by\nBorrower to Lender of any kind or nature, present or future, whether or not\nevidenced by the Note or any note, guaranty or other instrument, whether or not\narising under or in connection with, this Agreement, any other Loan Document or\nany other present or future instrument or agreement, whether or not for the\npayment of money, whether arising by reason of an extension of credit, opening,\nguaranteeing or confirming of a letter of credit, loan, guaranty,\nindemnification or in any other manner, whether direct or indirect (including\nthose acquired by assignment, purchase, discount or otherwise), whether absolute\nor contingent, due or to become due, now due or hereafter arising and however\nacquired (including without limitation all loans previously made by Lender to\nBorrower).  The term includes, without limitation, all interest (including\ninterest accruing on or after an bankruptcy, whether or not an allowed claim),\ncharges, expenses, commitment, facility, closing and collateral management fees,\nletter of credit fees, reasonable attorneys' fees, taxes and any other sum\n\n                                       2.\n\n \nproperly chargeable to Borrower under this Agreement, the other Loan Documents\nor any other present or future agreement between Lender and Borrower.\n\n          Permitted Liens shall mean such of the following as to which no\n          ---------------                                                \nenforcement, collection, execution, levy, or foreclosure proceeding shall have\nbeen commenced: (a) liens for taxes, assessments, and other governmental charges\nor levies or the claims or demands of landlords, carriers, warehousemen,\nmechanics, laborers, materialmen, and other like Persons arising by operation of\nlaw in the ordinary course of business for sums which are not yet due and\npayable, or liens which are being contested in good faith by appropriate\nproceedings diligently conducted and with respect to which adequate reserves are\nmaintained to the extent required by GAAP; (b) deposits or pledges to secure the\npayment of worker's compensation, unemployment insurance, or other social\nsecurity benefits or obligations, public or statutory obligations, surety or\nappeal bonds, bid or performance bonds, or other obligations of a like nature\nincurred in the ordinary course of business; (c) licenses, restrictions, or\ncovenants for or on the use of the Collateral which do not materially impair\neither the use of the Collateral in the operation of the business of the\nBorrower or the value of the Collateral; (d) attachment or judgment liens that\ndo not constitute an Event of Default; and (e) a lien on any item of equipment\ncreated substantially simultaneously with the acquisition of such equipment for\nthe purpose of financing such acquisition, provided that such lien shall attach\nonly to the equipment acquired.\n\n          Person shall mean any individual, sole proprietorship, partnership,\n          ------                                                             \nlimited liability partnership, joint venture, trust, unincorporated\norganization, association, corporation, limited liability company, institution,\nentity, party, or government (including any division, agency, or department\nthereof), and the successors, heirs, and assigns of each.\n\n          Receivable shall have the meaning set forth in Section 8(e).\n          ----------                                                  \n\n          Schedule shall mean Schedule A hereto containing certain information\n          --------                                                            \npertaining to the Borrower.\n\n          Solvent means, with respect to any Person, that as of the date as to\n          -------                                                             \nwhich such Person's solvency is measured:\n\n          (a) the fair saleable value of its assets is in excess of the total\namount of its liabilities (including contingent liabilities as valued in\naccordance with GAAP) as they become absolute and matured;\n\n          (b) it has sufficient capital to conduct its business; and\n\n          (c) it is able generally to meet its debts as they mature.\n\n          Taxes shall have the meaning specified in Section 5.5.\n          -----                                                 \n\nSECTION 2.    CREATION OF SECURITY INTEREST; COLLATERAL. The Borrower hereby\n              -----------------------------------------                     \nassigns and grants to the Lender a continuing general, lien on, and security\ninterest in, all the Borrower's right, title, and interest in and to the\ncollateral described in the next sentence (the \"Collateral\") to secure the\npayment and performance of all the Obligations, subject only to Permitted Liens.\nCollateral means Receivables, Investment Property, Inventory, Equipment, and\nOther Property and all additions and accessions thereto and substitutions and\nreplacements therefor and improvements thereon, and all proceeds (whether cash\nor other property) and products thereof, including, without limitation, all\nproceeds of insurance coveting the same and all tort claims in connection\ntherewith, and all records, files, computer \n\n                                       3.\n\n \nprograms and files, data and writings relating to the foregoing, and all\nequipment containing the foregoing.\n\n          Equipment means all machinery, equipment, furniture, fixtures,\n          ---------                                                     \nconveyors, tools, materials, storage and handling equipment, hydraulic presses,\ncutting equipment, computer equipment and hardware, including central processing\nunits, terminals, drives, memory units, printers, keyboards, screens,\nperipherals and input or output devices, molds, dies, stamps, vehicles, and\nother equipment of every kind and nature and wherever situated now or hereafter\nowned by Borrower or in which Borrower may have any interest as lessee or\notherwise (to the extent of such interest), together with all additions and\naccessions thereto, all replacements and all accessories and parts therefor, all\nmanuals, blueprints, know-how, warranties and records in connection therewith,\nall rights against suppliers, warrantors, manufacturers, sellers or others in\nconnection therewith, and together with all substitutes for any of the\nforegoing; and\n\n          Inventory means all present and future goods intended for sale, lease\n          ---------                                                            \nor other disposition by Borrower including, without limitation, all raw\nmaterials, work in process, finished goods and other retail inventory, goods in\nthe possession of outside processors or other third parties, goods consigned to\nBorrower to the extent of its interest therein as consignee, materials and\nsupplies of any kind, nature or description which are or might be used in\nconnection with the manufacture, packing, shipping, advertising, selling or\nfinishing of any such goods, and all documents of title or documents\nrepresenting the same; and\n\n          Investment Property means any and all investment property of Borrower,\n          -------------------                                                   \nincluding all securities, whether certificated or uncertificated, security\nentitlements, securities accounts, commodity contracts and commodity accounts,\nand all financial assets held in any securities account or otherwise, wherever\nlocated, and whether now existing or hereafter acquired or arising; and\n\n          Other Property means all present and future instruments, documents,\n          --------------                                                     \ndocuments of title, securities, bonds, notes, promissory notes, drafts,\nacceptances, letters of credit and rights to receive proceeds of letters of\ncredit, deposit accounts, chattel paper, certificates, insurance policies,\ninsurance proceeds, leases, computer tapes, causes of action, judgments, claims\nagainst third parties, leasehold rights in any personal property, books,\nledgers, files and records, general intangibles (including without limitation,\nall contract rights, tax refunds, rights to receive tax refunds, patents, patent\napplications, copyrights (registered and unregistered), royalties, licenses,\npermits, franchise rights, authorizations, customer lists, rights of\nindemnification, contribution and subrogation, computer programs, discs and\nsoftware, trade secrets, computer service contracts, trademarks, trade names,\nservice marks and names, logos, goodwill, deposits, choses in action, designs,\nblueprints, plans, know-how, telephone numbers and rights thereto, credits,\nreserves, and all forms of obligations whatsoever now or hereafter owing to\nBorrower), all property at any time in the possession or under the control of\nLender, and all security given by Borrower to Lender pursuant to any other loan\ndocument or agreement; and\n\n          Receivables means all present and future accounts and accounts\n          -----------                                                   \nreceivable, together with all security therefor and guaranties thereof and all\nrights and remedies relating thereto, including any right of stoppage in\ntransit.\n\nSECTION 3.  THE CREDIT FACILITY.\n            ------------------- \n\n            SECTION 3.1.  Borrowings.  The Lender, subject to the terms and\nconditions of this Agreement, agrees to make a Loan to Borrower in a single\ndrawdown, at Borrower's request, in a principal amount not to exceed $3,000,000.\nNotwithstanding anything herein to the contrary, the Lender shall be obligated\nto make such Loan only after the Lender, in its sole discretion, determines that\nthe \n\n                                       4.\n\n \napplicable conditions for borrowing contained in Sections 3.3 and 3.4 are\nsatisfied. The timing and financial scope of Lender's obligation to make Loans\nhereunder are limited as set forth in a commitment letter executed by Lender and\nBorrower, dated as of July 9, 1999 and attached hereto as Exhibit A (the\n\"Commitment Letter\").\n\n          SECTION 3.2.  Application of Proceeds.  The Borrower shall use the\nproceeds of the Loans for its general working capital purposes.\n\n          SECTION 3.3.  Conditions to Loan.\n\n     (a)  The obligation of the Lender to make the Loan is subject to the\nLender's receipt of the following, on or before the Closing Date, each dated the\ndate of the Loan or as of an earlier date acceptable to the Lender, in form and\nsubstance satisfactory to the Lender and its counsel:\n\n          (i)    completed requests for information (Form UCC-11) listing all\neffective Uniform Commercial Code financing statements naming the Borrower as\ndebtor and all tax lien, judgment, and litigation searches for the Borrower as\nthe Lender shall deem necessary or desirable;\n\n          (ii)   acknowledgment copies of Uniform Commercial Code financing\nstatements (naming the Lender as secured party and the Borrower as debtor), duly\nfried in all jurisdictions that the Lender deems necessary or desirable to\nperfect and protect the security interests created hereunder, and evidence that\nall other filings, registrations and recordings have been made in the\nappropriate governmental offices, and all other action has been taken, which\nshall be necessary to create, in favor of the Lender, a perfected first priority\nLien on the Collateral;\n\n          (iii)  a Note duly executed by the Borrower evidencing the amount of\nsuch Loan;\n\n          (iv)   an Intellectual Property Security Agreement, in form and\nsubstance satisfactory to the Lender and its counsel, duly executed by the\nBorrower, specifically identifying and granting to the Lender a security\ninterest in all of the Borrower's intellectual property;\n\n          (v)    if requested by the Lender, a Collateral Access Agreement duly\nexecuted by the lessor or mortgagee, as the case may be, of each premises where\nthe equipment Collateral is located;\n\n          (vi)   a Notice of Security Interest, in form and substance\nsatisfactory to the Lender and its counsel, to each financial institution at\nwhich any deposit accounts of Borrower are maintained;\n\n          (vii)  the warrants described in the Commitment Letter, if any;\n\n          (viii) certificates of insurance required under Section 5.4 of this\nAgreement together with loss payee endorsements for all such policies naming the\nLender as lender loss payee and as an additional insured;\n\n          (ix)   a certificate of the Secretary or an Assistant Secretary of the\nBorrower (\"Secretary's Certificate\") certifying (A) that attached to the\nSecretary's Certificate is a true, complete, and accurate copy of the\nresolutions of the Board of Directors of the Borrower (or a unanimous consent of\ndirectors in lieu thereof) authorizing the execution, delivery, and performance\nof this Agreement, the other Loan Documents, and the transactions contemplated\nhereby and thereby, and that such resolutions have not been amended or modified\nsince the date of such certification and are in full force and effect; (B) the\nincumbency, names, and true signatures of the officers of the Borrower\nauthorized to sign the \n\n                                       5.\n\n \nLoan Documents to which it is a party; (C) that attached to the Secretary's\nCertificate is a true and correct copy of the Articles or Certificate of\nIncorporation of the Company, as amended, which Articles or Certificate of\nIncorporation have not been further modified, repealed or rescinded and are in\nfull force and effect; (D) that attached to the Secretary's Certificate of the\nBorrower is a true and correct copy of the Bylaws, as amended, which Bylaws of\nthe Company have not been further modified, repealed or rescinded and are in\nfull force and effect; and (E) that attached to the Secretary's Certificate is a\nvalid Certificate of Good Standing issued by the Secretary of the State of the\nBorrower's state of incorporation;\n\n          (xi)   the opinion of counsel for the Borrower covering such matters\nincident to the transactions contemplated by this Agreement as the Lender may\nreasonably require;\n\n          (xii)  evidence of the consent or authorization of, filing with or\nother act by or in respect of any governmental agency or authority or any other\nPerson required in connection with the execution, delivery, performance,\nvalidity or enforceability of this Agreement, or the other Loan Documents or the\nconsummation of the transactions contemplated hereby or thereby; and\n\n          (xiii) such other documents, agreements and instruments as the Lender\ndeems necessary in its sole and absolute discretion in connection with the\ntransactions contemplated hereby.\n\n     (b)  The security interests in the Collateral granted in favor of the\nLender under this Agreement shall have been duly perfected and shall constitute\nfirst priority liens, except for Permitted Liens.\n\n          SECTION 3.4.  Additional Conditions Precedent. The obligation of the\nLender to make the Loan is subject to the satisfaction of the following\nadditional conditions precedent:\n\n     (a)  There shall be no pending or, to the knowledge of the Borrower after\ndue inquiry, threatened litigation, proceeding, inquiry, or other action (i)\nseeking an injunction or other restraining order, damages, or other relief with\nrespect to the transactions contemplated by this Agreement or the other Loan\nDocuments or thereby or (ii) which affects or could affect the business,\nprospects, operations, assets, liabilities, or condition (financial or\notherwise) of the Borrower, except, in the case of clause (ii), where such\nlitigation, proceeding, inquiry, or other action could not be expected to have a\nMaterial Adverse Effect in the judgment of the Lender;\n\n     (b)  all representations and warranties contained in this Agreement and the\nother Loan Documents shall be true and correct on and as of the date of such\nLoan as if then made, other than representations and warranties that expressly\nrelate solely to an earlier date, in which case they shall have been true and\ncorrect as of such earlier date;\n\n     (c)  no Event of Default or event which with the giving of notice or the\npassage of time, or both, would constitute an Event of Default shall have\noccurred and be continuing or would result from the making of the requested Loan\nas of the date of such request; and\n\n     (d)  the Borrower shall be deemed to have hereby reaffirmed and ratified\nall security interests, liens, and other encumbrances heretofore granted by the\nBorrower to the Lender.\n\n          SECTION 3.5.  Interest Rate; Repayment. The interest rate applicable\nto the Loan made by the Lender hereunder, and the repayment date for such Loan,\nare as set forth in the Note evidencing such Loan.\n\n                                       6.\n\n \n               SECTION 4.  REPRESENTATIONS AND WARRANTIES.\n                           ------------------------------ \n\n               SECTION 4.1.  Good Standing; Qualified to do Business.  The\nBorrower (a) is duly organized, validly existing, and in good standing under the\nlaws of the State of its organization, (b) has the power and authority to own\nits properties and assets and to transact the businesses in which it is\npresently, or proposes to be, engaged, and (c) is duly qualified and authorized\nto do business and is in good standing in every jurisdiction in which the\nfailure to be so qualified could have a Material Adverse Effect on (i) the\nBorrower, (ii) the Borrower's ability to perform its obligations under the Loan\nDocuments, or (iii) the rights of the Lender hereunder.\n\n               SECTION 4.2.  Due Execution, etc.  The execution, delivery, and\nperformance by the Borrower of each of the Loan Documents to which it is a party\nare within the powers of the Borrower, do not contravene the organizational\ndocuments, if any, of the Borrower, and do not (a) violate any law or\nregulation, or any order or decree of any court or governmental authority, (b)\nconflict with or result in a breach of, or constitute a default under, any\nmaterial indenture, mortgage, or deed of trust or any material lease, agreement,\nor other instrument binding on the Borrower or any of its properties, or (c)\nrequire the consent, authorization by, or approval of or notice to or filing or\nregistration with any governmental authority or other Person, except as may be\nset forth in the Schedule.  This Agreement is, and each of the other Loan\nDocuments to which the Borrower is or will be a party, when delivered hereunder\nor thereunder, will be, the legal, valid, and binding obligation of the Borrower\nenforceable against the Borrower in accordance with its terms, except as\nenforceability may be limited by bankruptcy, insolvency, or similar laws\naffecting creditors' rights generally and by general principles of equity.\n\n               SECTION 4.3.  Solvency; No Liens.  The Borrower is Solvent and\nwill be Solvent upon the completion of all transactions contemplated to occur\nhereunder (including, without limitation, the Loan to be made on the Effective\nDate); the security interests granted herein constitute and shall at all times\nconstitute the first and only liens on the Collateral other than Permitted\nLiens; and the Borrower is, or will be at the time additional Collateral is\nacquired by it, the absolute owner of the Collateral with full right to pledge,\nsell, consign, transfer, and create a security interest therein, free and clear\nof any and all claims or liens in favor of any other Person other than Permitted\nLiens.\n\n               SECTION 4.4.  No Judgments, Litigation. No judgments are\noutstanding against the Borrower nor is there now pending or, to the best of the\nBorrower's knowledge, threatened any litigation, contested claim, or\ngovernmental proceeding by or against the Borrower except judgments and pending\nor threatened litigation, contested claims, and governmental proceedings which\nwould not, in the aggregate, have a Material Adverse Effect on the Borrower.\n\n               SECTION 4.5.  No Defaults. The Borrower is not in default or has\nnot received a notice of default under any material contract, lease, or\ncommitment to which it is a party or by which it is bound. The Borrower knows of\nno dispute regarding any contract, lease, or commitment which could have a\nMaterial Adverse Effect on the Borrower.\n\n               SECTION 4.6.  Collateral Locations. The address of the principal\nplace of business and chief executive office of Borrower is, and the books and\nrecords of Borrower and all of its chattel paper and records relating to\nCollateral are maintained exclusively in the possession of Borrower at, the\naddress of Borrower specified in the heading of this Agreement. Borrower has\nplaces of business, and Collateral is located, only at such address and at the\naddresses set forth in the Schedule and at any additional locations reported to\nthe Lender as provided in Section 5.7 as to which the Lender has taken all\nnecessary action to perfect and protect its security interests in the Collateral\nat any such locations.\n\n                                       7.\n\n \n               SECTION 4.7.  Corporate and Trade Names; Federal Tax ID. During\nthe past five years, Borrower has not been known by or used any other corporate,\ntrade or fictitious name except for its name as set forth on the signature page\nof this Agreement and the other names specified in the Schedule.  The Borrower's\nFederal Tax ID number is as set forth in the Schedule.\n\n               SECTION 4.8.  No Events of Default. No Event of Default has\noccurred and is continuing nor has any event occurred which, with the giving of\nnotice or the passage of time, or both, would constitute an Event of Default.\n\n               SECTION 4.9.  No Limitation on Lender's Rights. Except as\npermitted herein, none of the Collateral is subject to contractual obligations\nthat may restrict or inhibit the Lender's rights or abilities to sell or dispose\nof the Collateral or any part thereof after the occurrence of an Event of\nDefault.\n\n               SECTION 4.10. Perfection and Priority of Security Interest. This\nAgreement creates a valid and, upon completion of all required filings of\nfinancing statements, perfected, and first priority and exclusive, security\ninterest in the Collateral, except for any Permitted Liens, securing the payment\nof all the Obligations.\n\n               SECTION 4.11. Intellectual Property.  Set forth in the Schedule\nis a complete and accurate list of all patents, trademarks, trade names, service\nmarks and copyrights (registered and unregistered), and all applications\ntherefor and licenses thereof, of Borrower.  Borrower owns or licenses all\nmaterial patents, trademarks, service-marks, logos, tradenames, trade secrets,\nknow-how, copyrights, or licenses and other rights with respect to any of the\nforegoing, which are necessary or advisable for the operation of its business as\npresently conducted or proposed to be conducted.  To the best of its knowledge\nafter due inquiry, Borrower has not infringed any patent, trademark, service-\nmark, tradename, copyright, license or other right owned by any other Person by\nthe sale or use of any product, process, method, substance, part or other\nmaterial presently contemplated to be sold or used, where such sale or use would\nreasonably be expected to have a Material Adverse Effect and no claim or\nlitigation is pending, or to the best of Borrower's knowledge, threatened\nagainst or affecting Borrower that contests its right to sell or use any such\nproduct, process, method, substance, part or other material.\n\n               SECTION 4.12. Consents and Filings.  No consent, authorization\nor approval of, or filing with or other act by, any shareholders of Borrower or\nany governmental authority or other Person is required in connection with the\nexecution, delivery, performance, validity or enforceability of this Agreement\nor any other Loan Document, the consummation of the transactions contemplated\nhereby or thereby or the continuing operations of Borrower following such\nconsummation, except (i) those that have been obtained or made, (ii) the filing\nof financing statements under the Code and (iii) any necessary filings with U.S.\nCopyright Office and the U.S. Patent and Trademark Office.\n\n               SECTION 4.13. Year 2000 Compliance. The Borrower has (i)\ninitiated a review and assessment of all areas within its business and\noperations (including those affected by suppliers and vendors) that could be\nadversely affected by the \"Year 2000 Problem\" (that is, the risk that computer\napplications used by the Borrower (or its suppliers and vendors) may be unable\nto recognize and perform properly date-sensitive functions involving certain\ndates prior to and any date after December 31, 1999), (ii) developed a plan and\ntimeline for addressing the Year 2000 Problem on a timely basis, and (iii) to\ndate, implemented that plan in accordance with that timetable. The Borrower\nreasonably believes that all computer applications (including those of its\nsuppliers and vendors) that are material to its business and operations will on\na timely basis be able to perform properly date-sensitive functions for all\ndates before and after January 1, 2000 (that is, be \"Year 2000 compliant\"),\nexcept to the extent that a failure to do so could not reasonably be expected to\nhave Material Adverse Effect.\n\n                                       8.\n\n \n               SECTION 4.14. Taxes.  Borrower has properly completed and timely\nfiled all income tax returns it is required to file, and all Taxes, assessments,\nfees and other governmental charges for periods beginning prior to the date of\nthis Agreement have been timely paid (or, if not yet due or being disputed in\ngood faith, adequate reserves therefor have been established in accordance with\nGAAP) and Borrower has no liability for Taxes in excess of the amounts so paid\nor reserves so established.  No deficiencies for Taxes have been claimed,\nproposed or assessed by any taxing or other governmental agency or authority\nagainst Borrower and no notice of any tax lien has been filed.  There are no\npending or (to the best knowledge of Borrower) threatened audits, investigations\nor claims for or relating to any liability for Taxes and there are no matters\nunder discussion with any governmental agency or authority which could result in\nan additional material liability for Taxes.\n\n               SECTION 4.15. Financial Statements.  Borrower has provided to\nthe Lender complete and accurate Financial Statements, which have been prepared\nin accordance with GAAP (except for the absence of footnotes and subject to\nnormal year-end adjustments with respect to unaudited financial statements)\nconsistently applied throughout the periods involved and fairly present the\nfinancial position and results of operations of Borrower for each of the periods\ncovered, subject, in the case of any quarterly financial statements, to normal\nyear-end adjustments and the absence of notes.  Borrower has no Contingent\nObligation or liability for Taxes, unrealized losses, unusual forward or long-\nterm commitments or long-term leases, which is not reflected in such Financial\nStatements or the footnotes thereto.  Since the last date covered by such\nFinancial Statements, there has been no sale, transfer or other disposition by\nBorrower of any material part of its business or property and no purchase or\nother acquisition of any business or property (including any capital stock of\nany other Person) material in relation to the financial condition of Borrower at\nsaid date.  Since said date, (i) there has been no change, occurrence,\ndevelopment or event which has had or could reasonably be expected to have a\nMaterial Adverse Effect and (ii) none of the capital stock of Borrower has been\nredeemed, retired, purchased or otherwise acquired for value by Borrower.\n\n               SECTION 4.16. Accuracy and Completeness of Information.  All\ndata, reports, and information heretofore, contemporaneously, or hereafter\nfurnished by or on behalf of the Borrower in writing to the Lender or for\npurposes of or in connection with this Agreement or any other Loan Document, or\nany transaction contemplated hereby or thereby, are or will be true and accurate\nin all material respects on the date as of which such data, reports, and\ninformation are dated or certified and not incomplete by omitting to state any\nmaterial fact necessary to make such data, reports, and information not\nmisleading at such time.  There are no facts now known to the Borrower which\nindividually or in the aggregate would reasonably be expected to have a Material\nAdverse Effect and which have not been specified herein, in the Financial\nStatements, or in any certificate, opinion, or other written statement\npreviously furnished by the Borrower to the Lender.\n\n    SECTION 5. COVENANTS OF THE BORROWER.\n\n               SECTION 5.1.  Existence, etc.  The Borrower shall: (a) retain\nits existence and its current yearly accounting cycle, (b) maintain in full\nforce and effect all licenses, bonds, franchises, leases, trademarks, patents,\ncontracts, and other rights necessary or desirable to the profitable conduct of\nits business unless the failure to do so could not reasonably be expected to\nhave a Material Adverse Effect on the Borrower, (c) continue in, and limit its\noperations to, the same general lines of business as those presently conducted\nby it, and (d) comply with all applicable laws and regulations of any federal,\nstate, or local governmental authority, except for such laws and regulations the\nviolations of which would not, in the aggregate, have a Material Adverse Effect\non the Borrower.\n\n                                       9.\n\n \n               SECTION 5.2.   Notice to the Lender. As soon as possible, and in\nany event within five days after the Borrower learns of the following, the\nBorrower will give written notice to the Lender of the following:\n\n               (a)  any proceeding instituted or threatened to be instituted by\nor against the Borrower in any federal, state, local, or foreign court or before\nany commission or other regulatory body (federal, state, local, or foreign)\ninvolving a sum, together with the sum involved in all other similar\nproceedings, in excess of $50,000 in the aggregate,\n\n               (b)  any contract that is terminated or amended and which has had\nor could reasonably be expected to have a Material Adverse Effect on the\nBorrower,\n\n               (c)  the occurrence of any Material Adverse Change with respect\nto the Borrower;\n\n               (d)  the occurrence of any Event of Default or event or condition\nwhich, with notice or lapse of time or both, would constitute an Event of\nDefault, together with a statement of the action which the Borrower has taken or\nproposes to take with respect thereto;\n\n               (e)  of any discovery or determination by Borrower that any\ncomputer application (including those of its suppliers and vendors) that is\nmaterial to its business and operations will not be Year 2000 compliant on a\ntimely basis, except to the extent that such failure could not reasonably be\nexpected to have a Material Adverse Effect;\n\n               (f)  of any material damage to, the destruction of or any other\nmaterial loss to any Collateral owned or used by Borrower other than any such\nCollateral with a net book value (individually or in the aggregate) less than\n$10,000 or any condemnation, confiscation or other taking, in whole or in part,\nor any event that otherwise diminishes so as to render impracticable or\nunreasonable the use of such Collateral owned or used by Borrower together with\nthe amount of the damage, destruction, loss or diminution in value;\n\n               (g)  of any copyright registration made by it, any rights\nBorrower may obtain to any copyrightable works, new trademarks or any new\npatentable inventions, and of any renewal or extension of any trademark\nregistration, or if it shall otherwise become entitled to the benefit of any\npatent or patent application or trademark or trademark application; and\n\n               (h)  of the opening of any new bank account or other deposit\naccount, and any new securities account.\n\n               SECTION 5.3.   Maintenance of Books and Records. Borrower shall\n(i) maintain books and records (including computer records) pertaining to the\nCollateral in such detail, form and scope as is customary for companies in\nsimilar businesses in similar situations and (ii) provide the Lender and its\nagents access to the premises of Borrower at any time and from time to time,\nduring normal business hours and upon reasonable notice under the circumstances,\nand at any time on and after the occurrence and during the existence of an Event\nof Default, or event or condition which, with notice or lapse of time or both,\nwould constitute an Event of Default, for the purposes of (A) inspecting and\nverifying the Collateral, (B) inspecting and copying (at Borrower's expense) any\nand all records pertaining thereto, and (C) discussing the affairs, finances and\nbusiness of Borrower with any officer, employee or director of Borrower or with\nBorrower's accountants. Borrower shall reimburse the Lender for the reasonable\ntravel and related expenses of the Lender's employees or, at the Lender's\noption, of such outside accountants or examiners as may be retained by the\nLender to verify or inspect Collateral,\n\n                                      10.\n\n \nrecords or documents of Borrower on a regular basis or for a special inspection\nif the Lender deems the same appropriate. If the Lender's own employees are\nused, Borrower shall also pay therefor $600 per person per day (or such other\namount as shall represent the Lender's then current standard charge for the\nsame), or, if outside examiners or accountants are used, Borrower shall also pay\nthe Lender such reasonable sum as the Lender may be obligated to pay as fees\ntherefor.\n\n               SECTION 5.4.   Insurance. Borrower shall maintain public\nliability insurance, business interruption insurance, third party property\ndamage insurance and replacement value insurance on its assets (including the\nCollateral) under such policies of insurance, with such insurance companies, in\nsuch amounts and covering such risks as are at all times reasonably satisfactory\nto the Lender in its commercially reasonable judgment, all of which policies\ncoveting the Collateral shall name the Lender as an additional insured and\nlender loss payee in case of loss, and contain other provisions as the Lender\nmay reasonably require to protect fully the Lender's interest in the Collateral\nand any payments to be made under such policies.\n\n               SECTION 5.5.   Taxes. The Borrower will pay, when due, all taxes,\nassessments, claims, and other charges (\"Taxes\") lawfully levied or assessed\nagainst the Borrower or the Collateral other than taxes that are being\ndiligently contested in good faith by the Borrower by appropriate proceedings\npromptly instituted and for which an adequate reserve is being maintained by the\nBorrower in accordance with GAAP. If any Taxes remain unpaid after the date\nfixed for the payment thereof, or if any lien shall be claimed therefor, then,\nwithout notice to the Borrower, but on the Borrower's behalf, the Lender may pay\nsuch Taxes, and the amount thereof shall be included in the Obligations.\n\n               SECTION 5.6.   Borrower to Defend Collateral Against Claims; Fees\non Collateral. The Borrower will defend the Collateral against all claims and\ndemands of all Persons at any time claiming the same or any interest therein.\nThe Borrower will not permit any notice creating or otherwise relating to liens\non the Collateral or any portion thereof to exist or be on file in any public\noffice other than Permitted Liens. The Borrower shall promptly pay, when\npayable, all transportation, storage, and warehousing charges and license fees,\nregistration fees, assessments, charges, permit fees, and taxes (municipal,\nstate, and federal) which may now or hereafter be imposed upon the ownership,\nleasing, renting, possession, sale, or use of the Collateral, other than taxes\non or measured by the Lender's income and fees, assessments, charges, and taxes\nwhich are being contested in good faith by appropriate proceedings diligently\nconducted and with respect to which adequate reserves are maintained to the\nextent required by GAAP.\n\n               SECTION 5.7.   Change of Location, Structure, or Identity. The\nBorrower will give Lender at least 30 days prior written notice of any change of\nBorrower's chief executive office or of the opening of any additional place of\nbusiness. The Borrower will not move or permit the movement of any item of\nCollateral from the locations specified in the Schedule, except that the\nBorrower keep Collateral at other locations within the United States provided\nthat the Borrower has delivered to the Lender (i) prior written notice thereof\nand (ii) duly executed financing statements and other agreements and instruments\n(all in form and substance satisfactory to the Lender) necessary or, in the\nopinion of the Lender, desirable to perfect and maintain in favor of the Lender\na first priority security interest in the Collateral. Notwithstanding anything\nto the contrary in the immediately preceding sentence, the Borrower may keep any\nCollateral consisting of motor vehicles or rolling stock at any location in the\nUnited States provided that the Lender's security interest in any such\nCollateral is conspicuously marked on the certificate of title thereof and the\nBorrower has complied with the provisions of Section 5.9.\n\n               SECTION 5.8.   Use of Collateral; Licenses; Repair. The\nCollateral shall be operated by competent, qualified personnel in connection\nwith the Borrower's business purposes, \n\n                                      11.\n\n \nfor the purpose for which the Collateral was designed and in accordance with\napplicable operating instructions, laws, and government regulations, and the\nBorrower shall use every reasonable precaution to prevent loss or damage to the\nCollateral from fire and other hazards. The Borrower shall procure and maintain\nin effect all orders, licenses, certificates, permits, approvals, and consents\nrequired by federal, state, or local laws or by any governmental body, agency,\nor authority in connection with the delivery, installation, use, and operation\nof the Collateral.\n\n               SECTION 5.9.   Further Assurances. The Borrower will, promptly\nupon request by the Lender, execute and deliver or use its best efforts to\nobtain any document required by the Lender (including, without limitation,\nwarehouseman or processor disclaimers, mortgagee waivers, landlord disclaimers,\nor subordination agreements with respect to the Obligations and the Collateral),\ngive any notices, execute and file any financing statements, mortgages, or other\ndocuments (all in form and substance satisfactory to the Lender), mark any\nchattel paper, deliver any chattel paper or instruments to the Lender, and take\nany other actions that are necessary or, in the opinion of the Lender, desirable\nto perfect or continue the perfection and the first priority of the Lender's\nsecurity interest in the Collateral, to protect the Collateral against the\nrights, claims, or interests of any Persons, or to effect the purposes of this\nAgreement. The Borrower hereby authorizes the Lender to file one or more\nfinancing or continuation statements, and amendments thereto, relating to all or\nany part of the Collateral without the signature of the Borrower where permitted\nby law. A carbon, photographic, or other reproduction of this Agreement or any\nfinancing statement covering the Collateral or any part thereof shall be\nsufficient as a financing statement where permitted by law. To the extent\nrequired under this Agreement, the Borrower will pay all costs incurred in\nconnection with any of the foregoing.\n\n               SECTION 5.10.  No Disposition of Collateral. The Borrower will\nnot in any way hypothecate or create or permit to exist any lien, security\ninterest, charge, or encumbrance on or other interest in any of the Collateral,\nexcept for the lien and security interest granted hereby and Permitted Liens. In\nthe event the Collateral, or any part thereof, is sold, transferred, assigned,\nexchanged, or otherwise disposed of in violation of this Agreement, the security\ninterest of the Lender shall continue in such Collateral or part thereof\nnotwithstanding such sale, transfer, assignment, exchange, or other disposition,\nand the Borrower will hold the proceeds thereof in a separate account for the\nbenefit of the Lender. Following such a sale, the Borrower will transfer such\nproceeds to the Lender in kind.\n\n               SECTION 5.11.  No Limitation on Lender's Rights. The Borrower\nwill not enter into any contractual obligations which may restrict or inhibit\nthe Lender's rights or ability to sell or otherwise dispose of the Collateral or\nany part thereof.\n\n               SECTION 5.12.  Protection of Collateral. Upon notice to the\nBorrower (provided that if an Event of Default has occurred and is continuing\nthe Lender need not give any notice), the Lender shall have the right at any\ntime to make any payments and do any other acts the Lender may deem necessary to\nprotect its security interests in the Collateral, including, without limitation,\nthe rights to satisfy, purchase, contest, or compromise any encumbrance, charge,\nor lien which, in the reasonable judgment of the Lender, appears to be prior to\nor superior to the security interests granted hereunder, and appear in, and\ndefend any action or proceeding purporting to affect its security interests in,\nor the value of, any of the Collateral. The Borrower hereby agrees to reimburse\nthe Lender for all payments made and expenses incurred under this Agreement\nincluding fees, expenses, and disbursements of attorneys and paralegals\n(including the allocated costs of in-house counsel) acting for the Lender,\nincluding any of the foregoing payments under, or acts taken to protect its\nsecurity interests in, any of the Collateral, which amounts shall be secured\nunder this Agreement, and agrees it shall be bound by any payment made or act\ntaken by the Lender hereunder absent the Lender's gross negligence or willful\nmisconduct. The Lender shall have no obligation to make any of the foregoing\npayments or perform any of the foregoing acts.\n\n                                      12.\n\n \n               SECTION 5.13.  Delivery of Items. The Borrower will (a) promptly\n(but in no event later than one Business Day) after its receipt thereof, deliver\nto the Lender any documents or certificates of title issued with respect to any\nproperty included in the Collateral, and any promissory notes, letters of credit\nor instruments related to or otherwise in connection with any property included\nin the Collateral, which in any such case come into the possession of the\nBorrower, or shall cause the issuer thereof to deliver any of the same directly\nto the Lender, in each case with any necessary endorsements in favor of the\nLender and (b) deliver to the Lender as soon as available copies of any and all\npress releases and other similar communications issued by the Borrower.\n\n               SECTION 5.14.  Solvency.  The Borrower shall be and remain\nSolvent at all times.\n\n               SECTION 5.15.  Intellectual Property. Borrower shall do and cause\nto be done all things necessary to preserve, maintain and keep in full force and\neffect all of its registrations of trademarks, service marks and other marks,\ntrade names and other trade rights, patents, copyrights and other intellectual\nproperty in accordance with prudent business practices, except to the extent\nthat the failure to preserve or maintain any of the foregoing would not\nreasonably be expected to have a Material Adverse Effect. Without limiting the\ngenerality of the foregoing, Borrower agrees Promptly, and in any event not\nlater than 30 days after the date hereof, to have any of its currently\nunregistered copyrightable software, computer programs and other materials\nregistered with the U.S. Copyright Office in Washington, D.C. (the \"Copyright\nOffice\") and to promptly provide TBCC with evidence of such registration.\nBorrower will, on an ongoing basis, promptly register any future unregistered\ncopyrightable software, computer programs and other materials with the Copyright\nOffice.\n\n               SECTION 5.16.  Fundamental Changes. The Borrower shall not (a)\namend or modify its name, unless the Borrower delivers to the Lender thirty days\nprior to any such proposed amendment or modification written notice of such\namendment or modification and within ten days before such amendment or\nmodification delivers executed Uniform Commercial Code financing statements (in\nform and substance satisfactory to the Lender) or (b) merge or consolidate with\nany other entity or make any material change in its capital structure, in each\ncase without the Lender's prior written consent which shall not be unreasonably\nwithheld.\n\n               SECTION 5.17.  Contingent Obligations. Borrower will not,\ndirectly or indirectly, incur, assume, or suffer to exist any Contingent\nObligation, excluding indemnities given in connection with this Agreement or the\nother Loan Documents in favor of the Lender or in connection with the sale of\ninventory or other asset dispositions permitted hereunder, except Contingent\nObligations and other similar third party credit support relating to obligations\nof vendors and suppliers of Borrower in respect of transactions entered into in\nthe normal course of business, provided that the aggregate amount of any such\nguarantees and other similar third party credit support shall not exceed\n$100,000 at any time outstanding, and provided further that no Default or Event\nof Default shall exist either immediately prior to or after giving effect to the\nmaking of the foregoing guarantees or the entering into any third party credit\nsupport transactions.\n\n               SECTION 5.18.  Change in Nature of Business. Borrower will not at\nany time make any material change in the lines of its business as carried on at\nthe date of this Agreement or enter into any new line of business; provided that\nBorrower may enter businesses reasonably related or incidental to its current\nlines of business.\n\n               SECTION 5.19.  Sales of Assets. Borrower will not, directly or\nindirectly, in any fiscal year, sell, transfer or otherwise dispose of any\nassets, or grant any option or other right to purchase or otherwise acquire any\nassets other than (i) equipment with an aggregate value of less\n\n                                      13.\n\n \nthan $25,000 the proceeds of which shall be paid to the Lender and applied to\nthe Obligations, (ii) sales of inventory in the ordinary course of business and\n(iii) licenses or sublicenses on a non-exclusive basis of intellectual property\nin the ordinary course of Borrower's business.\n\n               SECTION 5.20.  Loans to Other Persons. Borrower will not at any\ntime make loans or advance any credit (except to trade debtors in the ordinary\ncourse of business) to any Person in excess of $25,000 in the aggregate at any\ntime for all such loans, except that Borrower may make cashless advances of\ncredit to senior members of Borrower's management team to purchase restricted\nstock of Borrower.\n\n               SECTION 5.21.  Dividends, Stock Redemptions. Borrower will not,\ndirectly or indirectly, pay any dividends or distributions on, purchase, redeem\nor retire any shares of any class of its capital stock or any warrants, options\nor rights to purchase any such capital stock, whether now or hereafter\noutstanding (\"Stock\"), or make any payment on account of or set apart assets for\na sinking or other analogous fund for, the purchase, redemption, defeasance,\nretirement or other acquisition of its Stock, or make any other distribution in\nrespect thereof, either directly or indirectly, whether in cash or property or\nin obligations of Borrower, except for dividends paid solely in stock of the\nBorrower and repurchases of stock owned by employees, directors and consultants\nof Borrower pursuant to terms of employment, consulting or other stock\nrestrictions agreements at such time as any such employee, director or\nconsultant terminates his or her affiliations with the Borrower, provided that\nno Default or Event of Default shall exist either immediately prior to or after\ngiving effect to such repurchase, and provided further that the total amount\npaid in connection therewith by Borrower shall not exceed $50,000 in any\nconsecutive 12-month period.\n\n               SECTION 5.22.  Investments in Other Persons. Borrower will not,\ndirectly or indirectly, at any time make or hold any Investment in any Person\n(whether in cash, securities or other property of any kind) other than\ninvestments in Cash Equivalents.\n\n               SECTION 5.23.  Acquisition of Stock or Assets. Borrower will not\nacquire or commit or agree to acquire all or any stock, securities or assets of\nany other Person other than inventory and equipment acquired in the ordinary\ncourse of business.\n\n               SECTION 5.24.  Partnerships; Subsidiaries; Joint Ventures;\nManagement Contracts. Borrower will not at any time create any direct or\nindirect Subsidiary, enter into any joint venture or similar arrangement (other\nthan joint ventures or strategic partnerships consisting of non-exclusive\nlicensing of technology or the providing of technical support) or become a\npartner in any general or limited partnership or enter into any management\ncontract (other than an employment contract for the employment of an officer or\nemployee entered into in the regular course of Borrower's business) permitting\nthird party management rights with respect to Borrower's business.\n\n               SECTION 5.25.  Right of First Refusal. In connection with any\nproposed line of credit hereafter to be obtained by Borrower, Borrower agrees\nthat the Lender shall have a right of first refusal to provide such financing to\nBorrower. Accordingly, the Lender shall have the right (but not the obligation)\nto make a financing proposal for a line of credit for Borrower upon receiving\nnotice from Borrower of Borrower's intent to obtain such financing. Borrower\nshall provide the Lender with advance notice of its intent to obtain such\nfinancing. Thereafter, Borrower shall afford the Lender the opportunity to make\na financing proposal to Borrower, which Borrower agrees to evaluate in Good\nFaith. If the Lender and Borrower shall not mutually agree upon the terms and\nconditions of such financing within 45 days following Borrower's receipt of\nnotice, Borrower may obtain such financing from alternative sources.\n\n                                      14.\n\n \n               SECTION 5.26.  Limitation on Additional Debt. The Borrower shall\nnot incur additional indebtedness without the consent of the Lender.\nNotwithstanding the foregoing, Borrower may incur indebtedness so long as such\nindebtedness is only secured by specific items of equipment financed.\nNotwithstanding the foregoing, Borrower may incur up to $2,000,000 in unsecured\nindebtedness with Kirin Brewery so long as repayment does not occur during the\nterm of Lenders loan.\n\n               SECTION 5.27.  Additional Requirements. The Borrower shall take\nall such further actions and execute all such further documents and instruments\nas the Lender may reasonably request.\n\n               SECTION 6.     FINANCIAL STATEMENTS. Until the payment and\n                              --------------------\nsatisfaction in full of all Obligations, the Borrower shall deliver to the\nLender the following financial information:\n\n               SECTION 6.1.   Annual Financial Statements. As soon as available,\nbut not later than 90 days after the end of each fiscal year of the Borrower and\nits consolidated subsidiaries, the consolidated balance sheet, income statement,\nand statements of cash flows and shareholders equity for the Borrower and its\nconsolidated subsidiaries (the \"Financial Statements\") for such year, reported\non by independent certified public accountants without an adverse qualification;\nand\n\n               SECTION 6.2.   Quarterly Financial Statements. As soon as\navailable, but not later than 30 days after the end of each of the first three\nfiscal quarters in any fiscal year of the Borrower and its consolidated\nsubsidiaries, the Financial Statements for such fiscal quarter, together with a\ncertification duly executed by a responsible officer of the Borrower that such\nFinancial Statements have been prepared in accordance with GAAP and are fairly\nstated in all material respects (subject to normal year-end audit adjustments).\n\n               SECTION 7.     EVENTS OF DEFAULT. The occurrence of any of the\n                              -----------------\nfollowing events shall constitute an Event of Default hereunder:\n\n                    (a) the Borrower shall fail to pay when due any principal,\ninterest, fee or other amount required to be paid by the Borrower under or in\nconnection with any Note and this Agreement;\n\n                    (b) any representation or warranty made or deemed made by\nthe Borrower under or in connection with any Loan Document or any Financial\nStatement shall prove to have been false or incorrect in any material respect\nwhen made or deemed made;\n\n                    (c) the Borrower shall fail to perform or observe (i) any of\nthe terms, covenants or agreements contained in Sections 5.4, 5.7, 5.10, 5.14 or\n5.16 through 5.25 hereof or (ii) any other term, covenant, or agreement\ncontained in any Loan Document (other than the other Events of Default specified\nin this Section 7) and such failure remains unremedied for the earlier of ten\ndays from (A) the date on which the Lender has given the Borrower written notice\nof such failure and (B) the date on which the Borrower knew or should have known\nof such failure;\n\n                    (d) any defined \"Event of Default\" shall occur under any\nother Loan Document; or Borrower or any Person shall deny or disaffirm its\nobligations under any of the Loan Documents or any Liens granted in connection\ntherewith or shall otherwise challenge any of its obligations under any of the\nLoan Documents; or any Liens granted in any of the Collateral shall be\ndetermined to be void, voidable or invalid, are subordinated or are not given\nthe priority contemplated by this Agreement; or any Loan Document shall for any\nreason cease to create a valid and perfected Lien on the Collateral purported to\nbe covered thereby, of first priority (except for Permitted Liens);\n\n                                      15.\n\n \n                    (e) dissolution, liquidation, winding up, or cessation of\nthe Borrower's business, failure of the Borrower generally to pay its debts as\nthey mature, admission in writing by the Borrower of its inability generally to\npay its debts as they mature, or calling of a meeting of the Borrower's\ncreditors for purposes of compromising any of the Borrower's debts;\n\n                    (f) the commencement by or against the Borrower of any\nbankruptcy, insolvency, arrangement, reorganization, receivership, or similar\nproceedings under any federal or state law and, in the case of any such\ninvoluntary proceeding, such proceeding remains undismissed or unstayed for\nthirty days following the commencement thereof, or any action by the Borrower is\ntaken authorizing any such proceedings;\n\n                    (g) an assignment for the benefit of creditors is made by\nthe Borrower, whether voluntary or involuntary, the appointment of a trustee,\ncustodian, receiver, or similar official for the Borrower or for any substantial\nproperty of the Borrower, or any action by the Borrower authorizing any such\nproceeding;\n\n                    (h) the Borrower shall default in (i) the payment of\nprincipal or interest on any indebtedness in excess of $100,000 (other than the\nObligations) beyond the period of grace, if any, provided in the instrument or\nagreement under which such indebtedness was created, and such payment default\nhas not been cured within any applicable grace period unless such default has\nbeen waived by such Person; or (ii) the observance or performance of any other\nagreement or condition relating to any such indebtedness or contained in any\ninstrument or agreement relating thereto, or any other event shall occur or\ncondition exist, the effect of which default or other event or condition is to\ncause, or to permit the holder or holders of such indebtedness to cause, with\nthe giving of notice if required, such indebtedness to become due prior to its\nstated maturity, and such default has not been cured within any applicable grace\nperiod unless such default has been waived by such Person; or (iii) any loan or\nother agreement under which the Borrower has received financing from\nTransamerica Corporation or any of its affiliates;\n\n                    (i) the Borrower suffers or sustains a Material Adverse\nChange;\n\n                    (j) any tax lien, other than a Permitted Lien, is filed of\nrecord against the Borrower and is not bonded or discharged within five Business\nDays;\n\n                    (k) any judgment or order for the payment of money in excess\nof $50,000 and not otherwise covered by applicable insurance shall be rendered\nagainst the Borrower and such judgment or order shall not be stayed, vacated,\nbonded, or discharged within thirty days;\n\n                    (1) any material covenant, agreement, or obligation, as\ndetermined in the sole discretion of the Lender, made by the Borrower and\ncontained in or evidenced by any of the Loan Documents shall cease to be\nenforceable, or shall be determined to be unenforceable, in accordance with its\nterms; the Borrower shall deny or disaffirm the Obligations under any of the\nLoan Documents or any liens granted in connection therewith; or any liens\ngranted on any of the Collateral in favor of the Lender shall be determined to\nbe void, voidable, or invalid, or shall not be given the priority contemplated\nby this Agreement; or\n\n                    (n) there is a change in more than 35% of the ownership of\nany equity interests of the Borrower on the date hereof or more than 35% of such\ninterests become subject to any contractual, judicial, or statutory lien,\ncharge, security interest, or encumbrance.\n\n               SECTION 8.   REMEDIES. If any Event of Default shall have\noccurred and be continuing:\n\n                                      16.\n\n \n                    (a) The Lender may, without prejudice to any of its other\nrights under any Loan Document or Applicable Law, declare all Obligations to be\nimmediately due and payable (except with respect to any Event of Default set\nforth in Section 7(f) hereof, in which case all Obligations shall automatically\nbecome immediately due and payable without necessity of any declaration) without\npresentment, representation, demand of payment, or protest, which are hereby\nexpressly waived.\n\n                    (b) The Lender may take possession of the Collateral and,\nfor that purpose may enter, with the aid and assistance of any person or\npersons, any premises where the Collateral or any part hereof is, or may be\nplaced, and remove the same.\n\n                    (c) The obligation of the Lender, if any, to make additional\nLoans or financial accommodations of any kind to the Borrower shall immediately\nterminate.\n\n                    (d) The Lender may exercise in respect of the Collateral, in\naddition to other rights and remedies provided for herein (or in any Loan\nDocument) or otherwise available to it, all the rights and remedies of a secured\nparty under the applicable Uniform Commercial Code (the \"Code\") whether or not\nthe Code applies to the affected Collateral and also may (i) require the\nBorrower to, and the Borrower hereby agrees that it will at its expense and upon\nrequest of the Lender forthwith, assemble all or part of the Collateral as\ndirected by the Lender and make it available to the Lender at a place to be\ndesignated by the Lender that is reasonably convenient to both parties and (ii)\nwithout notice except as specified below, sell the Collateral or any part\nthereof in one or more parcels at public or private sale, at any of the Lender's\noffices or elsewhere, for cash, on credit, or for future delivery, and upon such\nother terms as the Lender may deem commercially reasonable.\n\n                    (e) The Lender may accelerate or extend the time of payment,\ncompromise, issue credits, or bring suit on all accounts receivable\n(\"Receivables\") and other Collateral (in the name of Borrower or the Lender) and\notherwise administer and collect the Receivables and other Collateral.\n\n                    (f) The Lender may collect, receive, dispose of and realize\nupon any investment property Collateral, including withdrawal of any and all\nfunds from any securities accounts.\n\n                    (g) The Lender may (i) settle or adjust disputes or claims\ndirectly with account debtors for amounts and upon terms which it considers\nadvisable, and (ii) notify account debtors on the Receivables and other\nCollateral that the Receivables and Collateral have been assigned to the Lender,\nand that payments in respect thereof shall be made directly to the Lender. If an\nEvent of Default has occurred and is continuing, Borrower hereby irrevocably\nauthorizes and appoints the Lender, or any Person the Lender may designate, as\nits attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of\nthe following powers, which are coupled with an interest and are irrevocable,\nuntil all of the Obligations have been indefeasibly paid and satisfied in full\nin cash: (A) to receive, take, endorse, sign, assign and deliver, all in the\nname of the Lender or Borrower, any and all checks, notes, drafts, and other\ndocuments or instruments relating to the Collateral; (B) to receive, open and\ndispose of all mail addressed to Borrower and to notify postal authorities to\nchange the address for delivery thereof to such address as the Lender may\ndesignate; and (C) to take or bring, in the name of the Lender or Borrower, all\nsteps, actions, suits or proceedings deemed by the Lender necessary or desirable\nto enforce or effect collection of Receivables and other Collateral or file and\nsign Borrower's name on a proof of claim in bankruptcy or similar document\nagainst any obligor of Borrower.\n\n                    (h) The Borrower agrees that, to the extent notice of sale\nshall be required by law, at least ten days' notice to the Borrower of the time\nand place of any public sale or the time after which any private sale is to be\nmade shall constitute reasonable notification. The Lender shall not be obligated\nto make any sale of Collateral regardless of notice of sale having been given.\nThe Lender may\n\n                                      17.\n\n \nadjourn any public or private sale from time to time by announcement at the time\nand place fixed therefor, and such sale may, without further notice, be made at\nthe time and place to which it was so adjourned. Borrower recognizes that the\nLender may be unable to make a public sale of any or all of any investment\nproperty Collateral, by reason of prohibitions contained in applicable\nsecurities laws or otherwise, and expressly agrees that a private sale to a\nrestricted group of purchasers for investment and not with a view to any\ndistribution thereof shall be considered a commercially reasonable sale.\n\n                    (i) Unless expressly prohibited by any licensor thereof, the\nLender is hereby granted a license to use all computer software programs, data\nbases, processes, trademarks, tradenames and materials used by Borrower in\nconnection with its businesses or in connection with the Collateral.\n\n                    (j) All cash proceeds received by the Lender in respect of\nany sale of, collection from, or other realization upon all or any part of the\nCollateral may, in the discretion of the Lender, be held by the Lender as\ncollateral for, or then or at any time thereafter applied in whole or in part by\nthe Lender against, all or any part of the Obligations in such order as the\nLender shall elect. Any surplus of such cash or cash proceeds held by the Lender\nand remaining after the full and final payment of all the Obligations shall be\npaid over to the Borrower or to such other Person to which the Lender may be\nrequired under applicable law, or directed by a court of competent jurisdiction,\nto make payment of such surplus.\n\n                     SECTION 9.  MISCELLANEOUS PROVISIONS.\n\n               SECTION 9.1.   Notices. Except as otherwise provided herein, all\nnotices, approvals, consents, correspondence, or other communications required\nor desired to be given hereunder shall be given in writing and shall be\ndelivered by overnight courier, hand delivery, or certified or registered mail,\npostage prepaid, if to the Lender, then to at 76 Batterson Park Road,\nFarmington, Connecticut 06032, with a copy to the Lender at Riverway II, West\nOffice Tower, 9399 West Higgins Road, Rosemont, Illinois 60018, and if to the\nBorrower, then to 3005 First Avenue, Seattle, Washington, 98121, or such other\naddress as shall be designated by the Borrower or the Lender to the other party\nin accordance herewith. All such notices and correspondence shall be effective\nwhen received.\n\n               SECTION 9.2.   Headings. The headings in this Agreement are for\npurposes of reference only and shall not affect the meaning or construction of\nany provision of this Agreement.\n\n               SECTION 9.3.   Assignments and Participations. The Borrower shall\nnot have the right to assign any Note or this Agreement or any interest therein\nunless the Lender shall have given the Borrower prior written consent and the\nBorrower and its assignee shall have delivered assignment documentation in form\nand substance satisfactory to the Lender in its sole discretion. The Lender may\nassign (without the consent of Borrower) to one or more Persons all or a portion\nof its rights and obligations under this Agreement and the other Loan Documents\n(provided that such Person shall not be a direct or indirect competitor of the\nBorrower). The Lender may sell participations in or to all or a portion of its\nrights and obligations under this Agreement (including, without limitation, all\nor a portion of any Loans); provided, however, that the Lender's obligations\nunder this Agreement shall remain unchanged. The Lender may, in connection with\nany permitted assignment or participation or proposed assignment or\nparticipation pursuant to this Agreement, disclose to the assignee or\nparticipant or proposed assignee or participant any information relating to\nBorrower furnished to the Lender by or on behalf of Borrower.\n\n               SECTION 9.4.   Amendments, Waivers, and Consents. Any amendment\nor waiver of any provision of this Agreement and any consent to any departure by\nthe\n\n                                      18.\n\n \nBorrower from any provision of this Agreement shall be effective only by a\nwriting signed by the Lender and shall bind and benefit the Borrower and the\nLender and their respective successors and assigns, subject, in the case of the\nBorrower, to the first sentence of Section 9.3.\n\n               SECTION 9.5.   Interpretation of Agreement. Time is of the\nessence in each provision of this Agreement of which time is an element. All\nterms not defined herein or in a Note shall have the meaning set forth in the\napplicable Code, except where the context otherwise requires. To the extent a\nterm or provision of this Agreement conflicts with any Note, or any term or\nprovision thereof, and is not dealt with herein with more specificity, this\nAgreement shall control with respect to the subject matter of such term or\nprovision. Acceptance of or acquiescence in a course of performance rendered\nunder this Agreement shall not be relevant in determining the meaning of this\nAgreement even though the accepting or acquiescing party had knowledge of the\nnature of the performance and opportunity for objection.\n\n               SECTION 9.6.   Continuing Security Interest. This Agreement shall\ncreate a continuing security interest in the Collateral and shall (i) remain in\nfull force and effect until the indefeasible payment in full of the Obligations,\n(ii) be binding upon the Borrower and its successors and assigns and (iii)\ninure, together with the rights and remedies of the Lender hereunder, to the\nbenefit of the Lender and its successors, transferees, and assigns.\n\n               SECTION 9.7.   Reinstatement. To the extent permitted by law,\nthis Agreement and the rights and powers granted to the Lender hereunder and\nunder the Loan Documents shall continue to be effective or be reinstated if at\nany time any amount received by the Lender in respect of the Obligations is\nrescinded or must otherwise be restored or returned by the Lender upon the\ninsolvency, bankruptcy, dissolution, liquidation, or reorganization of the\nBorrower or upon the appointment of any receiver, intervenor, conservator,\ntrustee, or similar official for the Borrower or any substantial part of its\nassets, or otherwise, all as though such payments had not been made.\n\n               SECTION 9.8.   Survival of Provisions. All representations,\nwarranties, and covenants of the Borrower contained herein shall survive the\nexecution and delivery of this Agreement, and shall terminate only upon the full\nand final payment and performance by the Borrower of the Obligations secured\nhereby.\n\n               SECTION 9.9.   Indemnification. The Borrower agrees to indemnify\nand hold harmless the Lender and its directors, officers, agents, employees, and\ncounsel from and against any and all costs, expenses, claims, or liability\nincurred by the Lender or such Person hereunder and under any other Loan\nDocument or in connection herewith or therewith, unless such claim or liability\nshall be due to willful misconduct or gross negligence on the part of the Lender\nor such Person. In addition and without limiting the generality of the\nforegoing, Borrower shall, upon demand, pay to the Lender all reasonable costs\nand expenses incurred by the Lender (including the reasonable fees and\ndisbursements of counsel and other professionals) in connection with the\npreparation, execution, delivery, administration, modification and amendment of\nthe Loan Documents, and pay to the Lender all reasonable costs and expenses\n(including the reasonable fees and disbursements of counsel and other\nprofessionals) paid or incurred by the Lender in order to enforce or defend any\nof its rights under or in respect of this Agreement, any other Loan Document or\nany other document or instrument now or hereafter executed and delivered in\nconnection herewith, collect the Obligations or otherwise administer this\nAgreement, foreclose or otherwise realize upon the Collateral or any part\nthereof, prosecute actions against, or defend actions by, account debtors;\ncommence, intervene in, or defend any action or proceeding; initiate any\ncomplaint to be relieved of the automatic stay in bankruptcy; file or prosecute\nany probate claim, bankruptcy claim, third-party claim, or other claim; examine,\naudit, copy, and inspect any of the Collateral or any of Borrower's books and\nrecords; protect, obtain possession of, lease, dispose of, or\n\n                                      19.\n\n \notherwise enforce the Lender's security interest in, the Collateral; and\notherwise represent the Lender in any litigation relating to Borrower.\n\n               SECTION 9.10.  Counterparts; Signatures by Facsimile. This\nAgreement may be executed in counterparts, each of which when so executed and\ndelivered shall be an original, but both of which shall together constitute one\nand the same instrument. This Agreement and each of the other Loan Documents and\nany notices given in connection herewith or therewith may be executed and\ndelivered by facsimile transmission all with the Same force and effect as if the\nsame was a fully executed and delivered original manual counterpart.\n\n               SECTION 9.11.  Severability. In case any provision in or\nobligation under this Agreement or any Note or any other Loan Document shall be\ninvalid, illegal, or unenforceable in any jurisdiction, the validity, legality,\nand enforceability of the remaining provisions or obligations, or of such\nprovision or obligation in any other jurisdiction, shall not in any way be\naffected or impaired thereby.\n\n               SECTION 9.12.  Delays; Partial Exercise of Remedies. No delay or\nomission of the Lender to exercise any right or remedy hereunder, whether before\nor after the happening of any Event of Default, shall impair any such right or\nshall operate as a waiver thereof or as a waiver of any such Event of Default.\nNo single or partial exercise by the Lender of any right or remedy shall\npreclude any other or further exercise thereof, or preclude any other right or\nremedy.\n\n               SECTION 9.13.  Entire Agreement. The Borrower and the Lender\nagree that this Agreement, the Schedule hereto, and the Commitment Letter are\nthe complete and exclusive statement and agreement between the parties with\nrespect to the subject matter hereof, superseding all proposals and prior\nagreements, oral or written, and all other communications between the parties\nwith respect to the subject matter hereof. Should there exist any inconsistency\nbetween the terms of the Commitment Letter and this Agreement, the terms of this\nAgreement shall prevail.\n\n               SECTION 9.14.  Setoff. In addition to and not in limitation of\nall rights of offset that the Lender may have under Applicable Law, and whether\nor not the Lender has made any demand or the Obligations of the Borrower have\nmatured, the Lender shall have the right to appropriate and apply to the payment\nof the Obligations of the Borrower all deposits and other obligations then or\nthereafter owing by the Lender to or for the credit or the account of the\nBorrower.\n\n               SECTION 9.15.  Joint and Several Liability. If Borrower consists\nof more than one Person, their liability shall be joint and several, and the\ncompromise of any claim with, or the release of, any Borrower shall not\nconstitute a compromise with, or a release of, any other Borrower.\n\n               SECTION 9.16.  Maximum Rate. Notwithstanding anything to the\ncontrary contained elsewhere in this Agreement or in any other Loan Document,\nthe parties hereto hereby agree that all agreements between them under this\nAgreement and the other Loan Documents, whether now existing or hereafter\narising and whether written or oral, are expressly limited so that in no\ncontingency or event whatsoever shall the amount paid, or agreed to be paid, to\nthe Lender for the use, forbearance, or detention of the money loaned to\nBorrower and evidenced hereby or thereby or for the performance or payment of\nany covenant or obligation contained herein or therein, exceed the maximum non-\nusurious interest rate, if any, that at any time or from time to time may be\ncontracted for, taken, reserved, charged or received on the Obligations, under\nthe laws of the State of Illinois (or the laws of any other jurisdiction whose\nlaws may be mandatorily applicable notwithstanding other provisions of this\nAgreement and the other Loan Documents), or under applicable federal laws which\nmay presently or hereafter be in effect and which allow a higher maximum non-\nusurious interest rate than under the laws of\n\n                                      20.\n\n \nthe State of Illinois (or such other jurisdiction), in any case after taking\ninto account, to the extent permitted by applicable law, any and all relevant\npayments or charges under this Agreement and the other Loan Documents executed\nin connection herewith, and any available exemptions, exceptions and exclusions\n(the \"Highest Lawful Rate\"). If due to any circumstance whatsoever, fulfillment\nof any provisions of this Agreement or any of the other Loan Documents at the\ntime performance of such provision shall be due shall exceed the Highest Lawful\nRate, then, automatically, the obligation to be fulfilled shall be modified or\nreduced to the extent necessary to limit such interest to the Highest Lawful\nRate, and if from any such circumstance the Lender should ever receive anything\nof value deemed interest by applicable law which would exceed the Highest Lawful\nRate, such excessive interest shall be applied to the reduction of the principal\namount then outstanding hereunder or on account of any other then outstanding\nObligations and not to the payment of interest, or if such excessive interest\nexceeds the principal unpaid balance then outstanding hereunder and such other\nthen outstanding Obligations, such excess shall be refunded to Borrower. All\nsums paid or agreed to be paid to the Lender for the use, forbearance, or\ndetention of the Obligations and other indebtedness of Borrower to the Lender\nshall, to the extent permitted by applicable law, be amortized, prorated,\nallocated and spread throughout the full term of such indebtedness, until\npayment in full thereof, so that the actual rate of interest on account of all\nsuch indebtedness does not exceed the Highest Lawful Rate throughout the entire\nterm of such indebtedness. The terms and provisions of this Section shall\ncontrol every other provision of this Agreement, the other Loan Documents and\nall other agreements between the parties hereto.\n\n               SECTION 9.17.  WAIVER OF JURY TRIAL. THE BORROWER AND THE LENDER\nIRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR\nCOUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN\nDOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.\n\n               SECTION 9.18.  GOVERNING LAW. THE VALIDITY, INTERPRETATION, AND\nENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE\nWITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF\nLAW PRINCIPLES THEREOF.\n\n               SECTION 9.19.  Venue; Service of Process. ANY LEGAL ACTION OR\nPROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE\nBROUGHT IN THE COURTS OF THE STATE OF ILLINOIS SITUATED IN COOK COUNTY, OR OF\nTHE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF ILLINOIS, AND, BY\nEXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY ACCEPTS FOR ITSELF\nAND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION\nOF THE AFORESAID COURTS. THE BORROWER HEREBY IRREVOCABLY WAIVES, IN CONNECTION\nWITH ANY SUCH ACTION OR PROCEEDING, (a) ANY OBJECTION, INCLUDING, WITHOUT\nLIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF\nFORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY\nSUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS AND (b) THE RIGHT TO\nINTERPOSE ANY NONCOMPULSORY SETOFF, COUNTERCLAIM, OR CROSS-CLAIM. THE BORROWER\nIRREVOCABLY' CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED\nCOURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY\nREGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT THE ADDRESS\nFOR IT SPECIFIED IN SECTION 9.1 HEREOF. NOTHING HEREIN SHALL AFFECT THE RIGHT OF\nTHE LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE\nLEGAL PROCEEDINGS OR OTHERWISE  \n\n                                      21.\n\n \nPROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION, SUBJECT IN EACH INSTANCE\nTO THE PROVISIONS HEREOF WITH RESPECT TO RIGHTS AND REMEDIES.\n\n                    IN WITNESS WHEREOF, the undersigned Borrower has caused this\nAgreement to be duly executed and delivered by its proper and duly authorized\nofficer as of the date first set forth above.\n\n\n                                   DENDREON CORPORATION\n\n                                   By: \/s\/  Martin A. Simonetti\n                                       -----------------------------\n                                   Name:   Martin A. Simonetti\n                                   Title:  CFO\n\nAccepted as of the\n____ day of July, 1999\n\nTRANSAMERICA BUSINESS CREDIT CORPORATION\n\nBy: \/s\/ Gary P. Moro\n    -------------------------------------\nName:   Gary P. Moro\nTitle:  Senior Vice President\n\n                                      22.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7299,9093],"corporate_contracts_industries":[9445,9407],"corporate_contracts_types":[9561,9560],"class_list":["post-41126","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dendreon-corp","corporate_contracts_companies-transamerica-corp","corporate_contracts_industries-insurance__life","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41126","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41126"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41126"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41126"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41126"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}