Common use of By Borrower Clause in Contracts

By Borrower. During the Escrow Period (as that term is defined below), Borrower: (i) shall keep the collateral for the Loan free of all liens, claims, title exceptions and encumbrances, other than (i) Permitted Encumbrances, and (ii) the liens and interests arising under the Loan Documents; (ii) shall execute and deliver or otherwise provide any documents or instruments relating to this Agreement or the Loan as Lender may reasonably request, including, without limitation, any assignments or other documents of conveyance, releases or discharges necessary to put title or possession of the Property in the Designee in the condition contemplated by this Agreement and the Closing Documents and any affidavits or certifications requested by Lender updating and confirming (i) any of the representations, warranties or statements made, or (ii) the performance of any of the obligations or agreements undertaken, by Borrower; (iii) shall permit Lender (and Lender's employees, agents, attorneys and accountants), at such times as Lender may request, to review and inspect the Property and all books and records regarding the Property and its operation; (iv) shall manage and operate, and shall cause Key Principal to manage and operate, the Property in the ordinary course of business; (v) shall use, and shall cause Key Principal to use, its best efforts to assist in the transfer to the Designee of, or obtaining by the Designee of, each of the licenses, permits and certificates necessary for operation of the Property, which assistance shall include, without limitation, providing any information or documents necessary to obtain the proper consents and approvals from applicable governmental authorities; (vi) shall promptly deliver, and shall cause Key Principal to promptly deliver, to Lender copies of any notices or communications received by Borrower or Key Principal regarding any claims, liens, encumbrances, assessments or levies claimed against any of the Property; -4- (( (vii) shall use its best efforts to arrange to have all utility and public service meters read as of the Delivery Date (hereinafter defined); (viii) (viii)on the Delivery Date, shall arrange for the removal of its name as the owner of the Property on the records of the appropriate utility and public service companies, and shall assist and cooperate with the Designee in arranging for the commencement of service to the Designee on such date; and (ix) shall provide such certifications or assurances as may be reasonably required by the title insurance companies for (A) the Designee to obtain Owner's title insurance coverage (in the amount of the current value of the Property) satisfactory to Lender or the Designee and (B) Lender to obtain Mortgagee's title insurance coverage (in the amount of the Indebtedness) satisfactory to Lender, in each case with deletion of any exceptions for liens for services, labor or materials provided to the Property.

By Borrower. During The Borrower hereby represents and warrants to the Escrow Period Lenders as of the date hereof and on the Closing Date as follows: (as that term a) Borrower is defined below)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: (i) shall keep the collateral for the Loan free of all liens, claims, title exceptions and encumbrances, 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 time (ithe “Plenus Loan Agreement”); (c) Permitted Encumbrancesthe 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 applicable law, and will not result in any breach of, or constitute a default under, any agreement or instrument to which the Borrower is a party 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, and this Agreement has been duly executed and delivered by the Borrower; (e) this Agreement is valid and binding upon the Borrower and enforceable in accordance with its terms, subject to (1) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii2) the liens rules of law governing specific performance, injunctive relief and interests arising under the Loan Documents; (ii) shall execute and deliver or otherwise provide any documents or instruments relating to this Agreement or the Loan as Lender may reasonably request, including, without limitation, any assignments or other documents of conveyance, releases or discharges necessary to put title or possession of the Property in the Designee in the condition contemplated by this Agreement and the Closing Documents and any affidavits or certifications requested by Lender updating and confirming (i) any of the representations, warranties or statements made, or (ii) the performance of any of the obligations or agreements undertaken, by Borrower; (iii) shall permit Lender (and Lender's employees, agents, attorneys and accountants), at such times as Lender may request, to review and inspect the Property and all books and records regarding the Property and its operation; (iv) shall manage and operate, and shall cause Key Principal to manage and operate, the Property in the ordinary course of business; (v) shall use, and shall cause Key Principal to use, its best efforts to assist in the transfer to the Designee of, or obtaining by the Designee of, each of the licenses, permits and certificates necessary for operation of the Property, which assistance shall include, without limitation, providing any information or documents necessary to obtain the proper consents and approvals from applicable governmental authorities; (vi) shall promptly deliver, and shall cause Key Principal to promptly deliver, to Lender copies of any notices or communications received by Borrower or Key Principal regarding any claims, liens, encumbrances, assessments or levies claimed against any of the Property; -4- (( (vii) shall use its best efforts to arrange to have all utility and public service meters read as of the Delivery Date (hereinafter defined); (viii) (viii)on the Delivery Date, shall arrange for the removal of its name as the owner of the Property on the records of the appropriate utility and public service companies, and shall assist and cooperate with the Designee in arranging for the commencement of service to the Designee on such dateequitable remedies; and (ix) shall provide such certifications or assurances as may be reasonably required by the title insurance companies for (Af) the Designee Conversion Shares to obtain Owner's title insurance coverage (in the amount be issued upon conversion of the current value of the Property) satisfactory to Lender or the Designee outstanding Loan Amount will be duly authorized and (B) Lender to obtain Mortgagee's title insurance coverage (upon issuance in the amount of the Indebtedness) satisfactory to Lenderaccordance with this Agreement will be validly issued, in each case with deletion of any exceptions for liens for servicesfully paid, labor or materials provided to the Propertyand non-assessable.

By Borrower. During Borrower hereby represents and warrants for the Escrow Period benefit of Seller and Purchaser that: (a) The Loan Documents are genuine, Borrower had full authority and capacity to contract under the Loan Documents, and Borrower is currently obligated under the Loan Documents. (b) There is no contract, agreement, instrument, document or written or oral understanding which amends or modifies or rearranges any of the Loan Documents or which diminishes or impairs the obligation of Borrower or any obligor to pay the indebtedness evidenced by the Note or to perform fully the obligations of such Borrower or obligor in strict accordance with the Loan Documents, or which voids the liens created by the Mortgage, and the Assignment, or which would permit Borrower or any obligor to void or avoid its obligations in whole or in part. (c) Except as that term is defined below)otherwise disclosed to the other parties in writing, Borrower has not received any notices of any condemnation actions, special assessments or increases in the assessed valuation of the Property for taxes or other impositions of any nature which are pending or being contemplated with respect to the Property or any portion hereof. (d) Borrower has not received any notice of any violation of any ordinance, regulation, law or statute of any governmental agency pertaining to the Property or any portion thereof. (e) To the best of Borrower: 's knowledge (i) shall keep all existing utilities on the collateral for Property enter the Loan free Property through adjoining public streets or private lands in accordance with valid public or private easements that will inure to the benefit of all liensPurchaser, claims, title exceptions upon a foreclosure of the Property by Purchaser and encumbrances, other than (i) Permitted EncumbrancesPurchaser's successors and assigns, and (ii) the liens all of said utilities have been fully installed and interests arising under the Loan Documents; are operating, with all installation and connection charges paid in full. (iif) shall execute and deliver Borrower has not received any notice that any fee or otherwise provide any documents or instruments relating to this Agreement or the Loan as Lender may reasonably request, including, without limitation, any assignments or other documents of conveyance, releases or discharges necessary to put title or possession of the Property in the Designee in the condition contemplated by this Agreement and the Closing Documents and any affidavits or certifications requested by Lender updating and confirming (i) any of the representations, warranties or statements made, or (ii) the performance of any of the obligations or agreements undertaken, by Borrower; (iii) shall permit Lender (and Lender's employees, agents, attorneys and accountants), at such times as Lender may request, to review and inspect the Property and all books and records regarding the Property and its operation; (iv) shall manage and operate, and shall cause Key Principal to manage and operate, the Property in the ordinary course of business; (v) shall use, and shall cause Key Principal to use, its best efforts to assist in the transfer to the Designee of, or obtaining by the Designee of, each of the licenses, permits and certificates necessary for operation of the Property, which assistance shall include, without limitation, providing any information or documents necessary to obtain the proper consents and approvals from applicable governmental authorities; (vi) shall promptly deliver, and shall cause Key Principal to promptly deliver, to Lender copies of any notices or communications received by Borrower or Key Principal regarding any claims, liens, encumbrances, assessments or levies claimed against any of the Property; -4- (( (vii) shall use its best efforts to arrange to have all utility and public service meters read as of the Delivery Date (hereinafter defined); (viii) (viii)on the Delivery Date, shall arrange for the removal of its name as the leasehold owner of the Property on (the records "Owner") failed to file or has improperly filed any tax return or report required to be filed by the Owner, or that the Owner has not paid all taxes, charges or assessments now owing by the Owner (except current taxes and assessments now owing by the Owner) (except current taxes and assessments not yet delinquent) which would in any way now or hereafter constitute a lien against the Property or any part thereof; and no action or proceeding is pending by a governmental agency or authority for the assessment or collection of such taxes, charges, or assessments against the Owner. (g) Borrower accepts all terms and conditions of the appropriate utility sale of the Loan Documents and public service companiesof this Purchase Agreement, including, but not limited to, Borrower's release of Seller. (h) Borrower's execution of this Purchase Agreement has been duly authorized, has been approved by all necessary actions of Borrower and will not violate Borrower's organic documents or any agreement, law or regulation to which Borrower is subject. (i) Borrower agrees that if any of the representations and warranties made by Borrower pursuant to this Purchase Agreement shall assist be determined to be false or incorrect, or if Borrower shall fail to perform any of the obligations, conditions or agreements set forth in this Purchase Agreement, or if any obligation imposed on Borrower hereunder shall become unenforceable, then Borrower agrees to jointly and cooperate with severally indemnify and hold harmless Lender and all of Lender's affiliates, parents, subsidiaries, directors, officers and employees (together, the Designee in arranging "Lender Group") from and against any and all damages, claims, losses, expenses, obligations and liabilities (including, without limiting the generality of the foregoing, liabilities for the commencement of service taxes and attorneys' fees suffered, directly or indirectly by Lender or Lender Group). Any payments made to the Designee on such date; Lender and/or Lender Group by Borrower for indemnification purposes will be sufficient to place Lender and (ix) shall provide such certifications or assurances as may be reasonably required by the title insurance companies for (A) the Designee to obtain Owner's title insurance coverage (Lender Group in the amount of same position had the current value of breach not occurred. Therefore, such payments will be based on an after- tax basis assuming that the Property) satisfactory to payments are fully taxable and that Lender or the Designee and (B) Lender to obtain Mortgagee's title insurance coverage (Group are in the amount of the Indebtedness) satisfactory to Lender, in each case with deletion of any exceptions for liens for services, labor or materials provided to the Propertymaximum marginal federal and state income tax bracket.

By Borrower. During To the Escrow Period extent permitted by law, Borrower will indemnify and hold harmless Lender, its officers and directors, any underwriter (as that term is defined belowdetermined in the Securities Act) for Lender and each person, if any, who controls Lender or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), Borrower: against all losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based on any of the following statements, omissions or violations (collectively a "Violation"): (i) shall keep the collateral for the Loan free any untrue statement or alleged untrue statement of all liensa material fact contained in such registration statement, claims, title exceptions and encumbrances, other than (i) Permitted Encumbrances, and including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the liens and interests arising under the Loan Documents; (ii) shall execute and deliver omission or otherwise provide any documents alleged omission to state therein a material fact required to be stated therein, or instruments relating to this Agreement or the Loan as Lender may reasonably request, including, without limitation, any assignments or other documents of conveyance, releases or discharges necessary to put title or possession of make the Property in the Designee in the condition contemplated by this Agreement and the Closing Documents and any affidavits or certifications requested by Lender updating and confirming (i) any of the representations, warranties or statements madetherein not misleading, or (iiiii) any violation or alleged violation by Borrower of the performance Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities law in connection with the offering covered by such registration statement; and Borrower will reimburse Lender, its officers and directors, underwriters or controlling persons for all legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 22.5.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the obligations or agreements undertaken, by Borrower; Borrower (iii) which consent shall permit Lender (and Lender's employees, agents, attorneys and accountantsnot be unreasonably withheld), at nor shall Borrower be liable in any such times as Lender may requestcase for any such loss, to review and inspect the Property and all books and records regarding the Property and its operation; (iv) shall manage and operateclaim, and shall cause Key Principal to manage and operatedamage, the Property in the ordinary course of business; (v) shall use, and shall cause Key Principal to use, its best efforts to assist in the transfer liability or action to the Designee of, extent that it arises out of or obtaining is based upon a Violation that occurs in reliance on and in conformity with written information furnished expressly for use in connection with such registration by the Designee of, each of the licenses, permits and certificates necessary for operation of the Property, which assistance shall include, without limitation, providing any information or documents necessary to obtain the proper consents and approvals from applicable governmental authorities; (vi) shall promptly deliver, and shall cause Key Principal to promptly deliver, to Lender copies of any notices or communications received by Borrower or Key Principal regarding any claims, liens, encumbrances, assessments or levies claimed against any of the Property; -4- (( (vii) shall use its best efforts to arrange to have all utility and public service meters read as of the Delivery Date (hereinafter defined); (viii) (viii)on the Delivery Date, shall arrange for the removal of its name as the owner of the Property on the records of the appropriate utility and public service companies, and shall assist and cooperate with the Designee in arranging for the commencement of service to the Designee on such date; and (ix) shall provide such certifications or assurances as may be reasonably required by the title insurance companies for (A) the Designee to obtain Owner's title insurance coverage (in the amount of the current value of the Property) satisfactory to Lender or the Designee and (B) Lender to obtain Mortgagee's title insurance coverage (in the amount officer, director, underwriter or controlling person of the Indebtedness) satisfactory to Lender, in each case with deletion of any exceptions for liens for services, labor or materials provided to the Property.

By Borrower. During i. Borrower hereby grants Bank, to secure the Escrow Period prompt payment and performance in full of all of the Obligations of Borrower, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Notwithstanding the foregoing, at all times, the Collateral shall include all proceeds of all Intellectual Property of Borrower (as whether acquired upon the sale, lease, license, exchange or other disposition of such Intellectual Property) and all other rights arising out of such Intellectual Property. ii. Borrower acknowledges that term Borrower has previously entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations of Borrower hereunder and that it is defined belowthe intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement and to the Intercreditor Agreement). iii. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations of Borrower (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations of Borrower (other than inchoate indemnity obligations), Borrower: (i) shall keep the collateral except for the Loan free of all liensBank Services, claims, title exceptions and encumbrances, other than (i) Permitted Encumbrancesare satisfied in full, and (iiy) the liens and interests arising under the Loan Documents; (ii) shall execute and deliver or otherwise provide any documents or instruments relating to this Agreement or is terminated, Bank shall terminate the Loan as Lender may reasonably requestsecurity interest granted herein with respect to Borrower upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services of Borrower, including, without limitation, any assignments or other documents of conveyance, releases or discharges necessary to put title or possession of the Property in the Designee in the condition contemplated by this Agreement and the Closing Documents and any affidavits or certifications requested by Lender updating and confirming (i) any of the representations, warranties or statements made, or (ii) the performance of any of the obligations or agreements undertaken, by Borrower; (iii) shall permit Lender (and Lender's employees, agents, attorneys and accountants), at such times as Lender may request, to review and inspect the Property and all books and records regarding the Property and its operation; (iv) shall manage and operate, and shall cause Key Principal to manage and operate, the Property in the ordinary course of business; (v) shall use, and shall cause Key Principal to use, its best efforts to assist in the transfer to the Designee of, or obtaining by the Designee of, each of the licenses, permits and certificates necessary for operation of the Property, which assistance shall include, without limitation, providing any information or documents necessary to obtain the proper consents and approvals from applicable governmental authorities; (vi) shall promptly deliver, and shall cause Key Principal to promptly deliver, to Lender copies of any notices or communications received by Borrower or Key Principal regarding any claims, liens, encumbrances, assessments or levies claimed against any of the Property; -4- (( (vii) shall use its best efforts to arrange to have all utility and public service meters read as of the Delivery Date (hereinafter defined); (viii) (viii)on the Delivery Date, shall arrange for the removal of its name as the owner of the Property on the records of the appropriate utility and public service companies, and shall assist and cooperate with the Designee in arranging for the commencement of service to the Designee on such date; and (ix) shall provide such certifications or assurances as may be reasonably required by the title insurance companies for (A) the Designee to obtain Owner's title insurance coverage (in the amount of the current value of the Property) satisfactory to Lender or the Designee and (B) Lender to obtain Mortgagee's title insurance coverage (in the amount of the Indebtedness) satisfactory to Lender, in each case with deletion of any exceptions for liens for services, labor or materials provided to the Propertyif any.