Common use of By Borrower Clause in Contracts

By Borrower. If (A) any Lender requests compensation under Section 3.04, (B) a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (C) any Lender is a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) The Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b); (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and its Applicable Percentage of each L/C Disbursement made by the L/C Issuer, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable Laws. Upon the consummation of such sale and assignment, the applicable amendment, modification, forbearance and/or waiver giving rise to the option to acquire such Non-Consenting Lender’s interests hereunder shall become effective upon giving effect to such assignment (and any related assignments required to be effected in connection therewith in accordance with this Section 11.13).

By Borrower. If The Borrower hereby represents and warrants to the Lenders as of the date hereof and on the Closing Date as follows: (Aa) any Lender requests compensation under Section 3.04, (B) a Borrower is a corporation duly formed and validly existing under the laws of the State of Israel, with full corporate power and authority to enter into and perform its obligations under this Agreement; (b) Borrower has full power and authority to consummate the transactions contemplated hereunder. No consents, authorizations or approvals of any kind of any governmental authority or other third party are required in connection with the execution or performance of this Agreement by Borrower, other than that of Plenus as required under the Loan Agreement by and between Plenus and the Company dated January 31, 2007, as amended from time to pay any additional amount to any Lender time (the “Plenus Loan Agreement”); (c) the consummation of the transactions contemplated hereunder and the performance of this Agreement by the Borrower will not violate the provisions of the current Memorandum and Articles of Association of the Borrower, or any Governmental Authority for the account of applicable law, and will not result in any Lender pursuant to Section 3.01breach of, or (C) constitute a default under, any Lender agreement or instrument to which the Borrower is a Defaulting Lenderparty or under which it is bound; (d) the execution and performance of this Agreement by the Borrower will be duly authorized by all necessary actions by Closing, then and this Agreement has been duly executed and delivered by the Borrowers may, at their sole expense Borrower; (e) this Agreement is valid and effort, binding upon notice to such Lender the Borrower and the Administrative Agent, require such Lender to assign and delegate, without recourse (enforceable in accordance with and its terms, subject to (1) laws of general application relating to bankruptcy, insolvency and the restrictions contained inrelief of debtors, and consents required by(2) rules of law governing specific performance, Section 11.06), all injunctive relief and other equitable remedies; and (f) the Conversion Shares to be issued upon conversion of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) The Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b); (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans Loan Amount will be duly authorized and its Applicable Percentage of each L/C Disbursement made by the L/C Issuer, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable Laws. Upon the consummation of such sale and assignment, the applicable amendment, modification, forbearance and/or waiver giving rise to the option to acquire such Non-Consenting Lender’s interests hereunder shall become effective upon giving effect to such assignment (and any related assignments required to be effected in connection therewith issuance in accordance with this Section 11.13)Agreement will be validly issued, fully paid, and non-assessable.

By Borrower. If (A) any Lender requests compensation under Section 3.04, (B) a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (C) any Lender is a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) The Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b); (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and its Applicable Percentage of each L/C Disbursement made by the L/C IssuerLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable Laws. Upon the consummation of such sale and assignment, the applicable amendment, modification, forbearance and/or waiver giving rise to the option to acquire such Non-Consenting Lender’s interests hereunder shall become effective upon giving effect to such assignment (and any related assignments required to be effected in connection therewith in accordance with this Section 11.13).

By Borrower. If (A) any Lender requests compensation under Section 3.04, (B) a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (C) any Lender is a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) The Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b); (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and its Applicable Percentage of each L/C Disbursement made by the L/C IssuerLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable Laws. Upon the consummation of such sale and assignment, the applicable amendment, modification, forbearance and/or waiver giving rise to the option to acquire such Non-Consenting Lender’s 's interests hereunder shall become effective upon giving effect to such assignment (and any related assignments required to be effected in connection therewith in accordance with this Section 11.13).