Common use of Conditions Precedent to Initial Loan Clause in Contracts

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans is subject to the condition precedent that Lenders shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the Warrant; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees then due in accordance with the Fee Letter.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders ▇▇▇▇▇▇ shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a1) duly executed signatures to this Agreement; (b2) duly executed original signatures to the Warrant; (c3) duly executed signatures to the Fee Letter; (d4) [reserved]; (e5) [reserved]; (6) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f7) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) 8) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h9) a legal opinion of counsel to ▇▇▇▇▇▇▇▇; (10) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j11) payment of the fees then due in accordance with the Fee LetterLetter and Lender Expenses then due as specified in Section 2.4.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the WarrantFee Letter; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fd) a payoff letter with respect to Indebtedness outstanding as of the Closing Date to Pacific Western Bank, together with all documents reasonably required in connection with the payoff and release of security interests; (e) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gf) evidence satisfactory to Administrative AgentLender, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (hg) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (ih) a legal opinion of counsel to Borrower Representative; and (ji) payment of the fees then due in accordance with the Fee Letter.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the Pledge and Security Agreement; (c) duly executed signatures to the Canadian Security Documents; (d) duly executed signatures to the Israeli Security Documents; (e) duly executed signatures to the Warrant; (cf) duly executed signatures to the Fee Letter; (dg) [reserved]duly executed signatures to the Collateral Access Agreement(s) for such locations as Administrative Agent may require; (eh) a certificate of each BorrowerLoan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrowersuch Loan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required)applicable, and (iv) a schedule of incumbency; (fi) a payoff letter with respect to Indebtedness outstanding as of the Closing Date to Perceptive Credit Holdings, LP, together with all documents reasonably required in connection with the payoff and release of security interests; (j) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gk) evidence a legal opinion of US counsel to the Loan Parties, Canadian counsel to the Loan Parties and Israeli counsel to the Loan Parties, in each case, in form and substance satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (hl) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transferGuaranty and Security Documents, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower RepresentativeLoan Parties party thereto; and (jm) payment of the fees then due in accordance with the Fee LetterLetter and Lender Expenses then due as specified in Section 2.4(a).

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: : (a) duly executed signatures to this Agreement; ; (b) duly executed original signatures to the Warrant; ; (c) duly executed signatures to the Fee Letter; ; (d) [reserved]; (e) for each Loan Party, a certificate of each Borrowersuch Loan Party, duly executed by a Responsible OfficerOfficer of such Loan Party, certifying and attaching (i) the Operating DocumentsDocuments of such Loan Party, (ii) resolutions duly approved by each Borrower’s Boardthe Board of such Loan Party, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrowersuch Loan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; ; (fe) the Perfection Certificate a perfection certificate of Borrower Representative, together with the duly executed signature thereto; thereto (gthe “Perfection Certificate”); (f) evidence reasonably satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; ; (g) a legal opinion (authority and enforceability) of counsel to the Loan Parties; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfertransfer with respect to each stock certificate, duly executed by the holder of record of such Shares and in blank; ; and (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees then due in accordance with the Fee LetterLetter and Lender Expenses then due as specified in Section 2.4(a).

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the WarrantFee Letter; (c) duly executed signatures to the Fee LetterAccount Control Agreement(s) required under Section 6.6(b); (d) [reserved]; (e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fe) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gf) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (hg) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (ih) a legal opinion of counsel to Borrower RepresentativeBorrowers; and (ji) payment of the fees then due in accordance with the Fee LetterLetter and Lender Expenses then due as specified in Section 2.4(a).

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Agent shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed original signatures to the Warrant; (c) duly executed signatures to the Fee LetterAccount Control Agreements required under Section 6.6(b); (d) [reserved]duly executed signatures to the Collateral Access Agreement(s) for such locations as Agent may require; (e) for each Borrower, a certificate of each such Borrower, duly executed by a Responsible OfficerOfficer of such Borrower, certifying and attaching (i) the Operating DocumentsDocuments of such Borrower, (ii) resolutions duly approved by each the Board of such Borrower’s Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each such Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect[reserved]; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to ▇▇▇▇▇▇▇▇▇; (j) projections for Borrower Representative’s fiscal year ending December 31, 2022; (k) all documentation and other information that Agent or any Lender reasonably requires in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to include a duly executed copy of an IRS Form W-9 or other such applicable IRS Forms; (l) a disbursement letter, duly executed by Borrower Representative; (m) the Automatic Payment Authorization, duly executed by Borrower Representative; (n) payment of the closing fee and Lender Expenses then due as specified in Section 2.4(a); (o) capitalization tables for Borrower Representative, including both a summary of Equity Interests outstanding, by class and series, as well as a detail showing holdings investor, with respect to each investment, the purchase price per share, the deemed original issue price (if different), and with respect to each convertible security, option, or warrant, the conversion price or exercise price, as applicable, and including detail by class and series as well as on an as-converted to common stock basis; (p) evidence that the all-asset lien (w/proceeds, excl. certain equity interests, IP/ neg. pledge) in favor of Silicon Valley Bank, filed 11/13/13 (cont. 06/15/18) as instrument no. 20134459872 has been terminated; (q) the Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Agent in its sole discretion; and (jr) payment completion of the fees then due in accordance with the Fee Lettersuch matters and delivery of such documents as Agent may reasonably require.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed original signatures to the Warrant; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fe) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gf) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (g) a legal opinion of counsel to Borrower; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (ji) payment of the fees then due in accordance with the Fee LetterLetter and Lender Expenses then due as specified in Section 2.4.

Conditions Precedent to Initial Loan. Each Lender’s The obligation of Lender to make the First Tranche Term Loans its initial Loan is subject to the condition precedent that Lenders the Lender shall have received, in form and substance reasonably satisfactory to Administrative Agentthe Lender and its counsel, the following: (a) this Agreement duly executed by each Borrower and the Lender; (b) as to each Borrower, a Certificate signed by the Secretary of the Borrower as to the truth, correctness and completeness of copies of (i) Articles of Incorporation, together with any amendments thereto; (ii) Bylaws, together with any amendments thereto; (iii) Certificates of Legal Existence; (iv) Certificates of Qualification as a Foreign Corporation, (v) the borrowing resolutions; and (vi) the names and signatures of each officer of the Borrower authorized to execute and deliver this Agreement, the Note and the other Loan Documents on behalf of the Borrower; (c) receipt of evidence, in form and substance satisfactory to the Lender, of the filing of appropriate Uniform Commercial Code Financing Statements in favor of the Lender, for filing in all offices necessary to perfect the Lender's security interest in the Collateral; (d) a certificate issued by the Borrower's insurance agent evidencing compliance with the insurance provisions of Section 5.3; (e) such other documents, and completion of such other matters, as Administrative Agent counsel for the Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the Warrant; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f) the Perfection Certificate of Borrower Representative, together with the Note duly executed signature thereto;by each Borrower payable to the Lender; and (g) evidence satisfactory to Administrative Agent, that The Intercreditor Agreement in the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transferform attached hereto as Exhibit 3.1(i), duly executed by the holder of record of such Shares Agent, Lender and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees then due in accordance with the Fee LetterBorrower.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed original signatures to the Warrant; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fe) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gf) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (g) a legal opinion of counsel to Borrower; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (ji) payment of the fees then due in accordance with the Fee LetterLetter and Lender Expenses then due as specified in Section 2.4.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan on the Closing Date is subject to the condition precedent that Lenders Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the WarrantFee Letter; (c) duly executed signatures to the Fee Letter;[Reserved] (d) [reservedReserved]; (e) a certificate of each BorrowerLoan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each BorrowerLoan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) subject to Section 3.3(b), evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) a legal opinion of counsel to the Loan Parties; (i) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees then due and payable in accordance with the Fee LetterLetter and Secured Party Expenses then due as specified in Section 2.4(a), and subject to Section 2.4(c). The execution and delivery of this Agreement by each Lender and Administrative Agent shall serve as such ▇▇▇▇▇▇’s and Administrative Agent’s confirmation that the form and substance of the above mentioned Loan Documents are satisfactory to Administrative Agent.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Administrative Agent shall have received, in form and substance reasonably satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriaterequest, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the Warrant; (ca) duly executed signatures to the Fee Letter; (db) [reserved]; (ec) [reserved]; (d) a certificate of each BorrowerLoan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each BorrowerLoan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (e) a payoff letter with respect to Indebtedness outstanding as of the Closing Date to Banc of California, together with all documents reasonably required in connection with the payoff and release of security interests; (f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) a legal opinion of counsel to the Loan Parties; (i) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees then due in accordance with the Fee LetterLetter and Secured Party Expenses then due as specified in Section 2.4.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the WarrantFee Letter; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each BorrowerLoan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions unanimous written consent duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each BorrowerLoan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fd) a payoff letter with respect to Indebtedness outstanding as of the Closing Date to Silicon Valley Bank, together with all documents reasonably required in connection with the payoff and release of security interests, including with respect to the release of the liens registered with the Israeli Registrar of Companies; (e) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gf) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (ig) a legal opinion of US and Israeli counsel to Borrower Representativethe Loan Parties, each in forms reasonably acceptable to the Administrative Agent; (h) delivery of the ISR Guarantor Documents; and (ji) payment of the fees then due in accordance with the Fee LetterLetter and Secured Party Expenses then due as specified in Section 2.4(a), and subject to Section 2.4(c).

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the WarrantFee Letter; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each BorrowerLoan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each BorrowerLoan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fd) a payoff letter with respect to Indebtedness outstanding as of the Closing Date to Perceptive Credit Holdings II, LP, together with all documents reasonably required in connection with the payoff and release of security interests; (e) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gf) evidence satisfactory a legal opinion of counsel to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effectLoan Parties; (hg) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (jh) payment of the fees in accordance with the Fee Letter and Lender Expenses then due as specified in Section 2.4(a), subject to application of the deposit in accordance with the Fee Letter.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans is subject As a condition precedent to the condition precedent that Lenders right of Borrower to obtain the Loan hereunder, Borrower shall have receiveddeliver or cause to be delivered to Lender, in form and substance satisfactory prior to Administrative Agentor contemporaneously with the disbursement of the initial loan or advance hereunder, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitationthe following: (a) one original of the Term Note and Revolving Note duly executed signatures to this Agreementby Borrower; (b) one original of the Guaranty duly executed signatures to the Warrantby each Guarantor; (c) such Uniform Commercial Code financing statements duly executed signatures to by Borrower as Lender may require in connection with the Fee Letterperfection of its security interest in the Collateral; (d) [reserved]state and county Uniform Commercial Code, bankruptcy, tax lien, pending litigation and judgment searches of Borrower and Guarantors (and any other Person as requested by Lender), which reflect no liens or other issues upon or with respect to the party named therein which are unacceptable to Lender in its sole judgment, the cost of which searches is to be paid by Borrower; (e) a certificate of each with respect to Borrower, duly executed by a Responsible Officer, certifying and attaching : (i) a copy, certified to be true and complete by an officer of Borrower, of the Operating Documentsarticles of incorporation, including all amendments thereto, of Borrower, the bylaws and the shareholders or similar agreement, including all amendments thereto, of Borrower; (ii) resolutions duly approved executed by each Borrower’s Boardthe Board of Directors of Borrower required for approving and authorizing the execution and delivery of this Agreement, the Other Agreements and the transactions contemplated hereby; (iii) any resolutions, consent or waiver duly approved by a certificate of the requisite holders Secretary of each State in which its been incorporated evidencing the good standing of Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees then due in accordance with the Fee Letter.

Conditions Precedent to Initial Loan. Each Lender’s The obligation of Lender to make the First Tranche Term Loans Initial Loan on the Initial Closing Date is subject to the condition precedent that Lenders shall have receivedfollowing conditions precedent: (a) Receipt by Lender of the Replacement Reserve Agreement and the Completion/Repair Security Agreement; (b) Receipt by Lender of opinions of counsel to Borrower and counsel to Operator in form and content satisfactory to Lender; (c) Receipt by Lender of the documents and instruments required by Sections 6.11 and 6.12; (d) Delivery to the Title Company with fully executed instructions directing the Title Company to file and/or record in all applicable jurisdictions, all applicable Loan Documents required by Lender to be filed or recorded, including duly executed and delivered original copies of the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to Administrative AgentLender and in form proper for recordation, such documentsas may be necessary in the opinion of Lender to perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender, and completion the payment of all taxes, fees and other charges payable in connection with such other mattersexecution, as Administrative Agent may reasonably deem necessary or appropriatedelivery, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the Warrant; (c) duly executed signatures to the Fee Letter; (d) [reserved]recording and filing; (e) a certificate Receipt by Lender of each Borrower, duly executed by a Responsible Officer, certifying the Initial Origination Fee pursuant to Section 10.01(a) and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is requiredInitial Due Diligence Fee pursuant to Section 10.01(b), and (iv) a schedule of incumbency; (f) the Perfection Certificate of Borrower RepresentativeAn Interest Rate Cap must be purchased pursuant to Section 1.11, together with the duly executed signature thereto;unless such requirement is waived by Lender pursuant to Section 1.11; and (g) evidence satisfactory to Administrative AgentSuch other documents, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; instruments, approvals (h) the original stock certificates representing any Sharesand, if anyrequested by F▇▇▇▇▇ M▇▇ and Lender, together with a stock power certified duplicates of executed copies thereof) and opinions as F▇▇▇▇▇ Mae or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees then due in accordance with the Fee LetterLender may reasonably request.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Agent shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the WarrantIP Security Agreement; (c) duly executed signatures to the Success Fee LetterAgreement; (d) [reserved]duly executed signatures to the Account Control Agreement(s) required under Section 6.6(b); (e) duly executed signatures to the Collateral Access Agreement(s) for such locations as Agent may require; (f) for each Borrower, a certificate of each such Borrower, duly executed by a Responsible OfficerOfficer of such Borrower, certifying and attaching (i) the Operating DocumentsDocuments of such Borrower, (ii) resolutions duly approved by each the Board of such Borrower’s Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each such Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fg) [a payoff letter from SVB in respect of the Existing Indebtedness]1; (h) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (i) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gj) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (hk) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (il) a legal opinion of counsel to B▇▇▇▇▇▇▇▇; (m) projections for Borrower Representative’s fiscal year ending December 31, 2022; (n) all documentation and other information that Agent or any Lender reasonably requires in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to include a duly executed copy of an IRS Form W-9 or other such applicable IRS Forms; (o) a disbursement letter, duly executed by Borrower Representative; (p) the Automatic Payment Authorization, duly executed by Borrower Representative; (q) payment of the closing fee and Lender Expenses in excess of the Good Faith Deposit then due as specified in Section 2.4(a); and (jr) payment completion of the fees then due in accordance with the Fee Lettersuch matters and delivery of such documents as Agent may reasonably require.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly ▇▇▇▇ executed signatures to this Agreement; (b) duly executed signatures to the Warrant; (c) duly ▇▇▇▇ executed signatures to the Fee Letter; (d) [reserved]; (ec) a certificate of each BorrowerLoan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions unanimous written consent duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each BorrowerLoan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fd) a payoff letter with respect to Indebtedness outstanding as of the Closing Date to Silicon Valley Bank, together with all documents reasonably required in connection with the payoff and release of security interests, including with respect to the release of the liens registered with the Israeli Registrar of Companies; (e) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gf) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (ig) a legal opinion of US and Israeli counsel to Borrower Representativethe Loan Parties, each in forms reasonably acceptable to the Administrative Agent; (h) delivery of the ISR Guarantor Documents; and (ji) payment of the fees then due in accordance with the Fee LetterLetter and Secured Party Expenses then due as specified in Section 2.4(a), and subject to Section 2.4(c).

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the Warrant; (c) duly executed signatures to the Fee Letter; (d) [reserved]duly executed signatures to the Account Control Agreement(s) required under Section 6.6(b); (e) a certificate of each BorrowerLoan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each BorrowerLoan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) a legal opinion of counsel to the Loan Parties; (i) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees in accordance with the Fee Letter and Lender Expenses then due as specified in Section 2.4(a), subject to application of the deposit in accordance with the Fee Letter.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders ▇▇▇▇▇▇ shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the WarrantFee Letter; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each BorrowerLoan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions or a unanimous written consent duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each BorrowerLoan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fd) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (ge) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (hf) a legal opinion of counsel to the Loan Parties; (g) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (jh) payment of the fees then due in accordance with the Fee LetterLetter and Secured Party Expenses then due as specified in Section 2.4.