EVIDENCE OF TERMINATION OF PARENT'S DEBENTURE IN FAVOR OF BANK HAPOALIM,
EVIDENCE OF CANCELLATION AND TERMINATION OF ANY REGISTERED PLEDGE AGAINST PARENT
IN FAVOR OF BANK HAPOALIM, AND REQUISITE CONSENTS FROM THE INVESTMENT CENTER OF
THE ISRAELI MINISTRY OF INDUSTRY AND TRADE;
(H)
SHARE CERTIFICATES EVIDENCING 100% OF OUTSTANDING STOCK OF BORROWER;
(I)
AGREEMENT TO PROVIDE INSURANCE;
(J)
PAYMENT OF THE FEES AND BANK EXPENSES THEN DUE SPECIFIED IN SECTION 2.5;
(K)
CURRENT SOS REPORTS INDICATING THAT EXCEPT FOR PERMITTED LIENS, THERE ARE
NO OTHER SECURITY INTERESTS OR LIENS OF RECORD IN THE COLLATERAL;
(L)
AN AUDIT OF THE COLLATERAL, THE RESULTS OF WHICH SHALL BE SATISFACTORY TO
BANK;
(M)
CURRENT FINANCIAL STATEMENTS, INCLUDING AUDITED STATEMENTS FOR PARENT'S
MOST RECENTLY ENDED FISCAL YEAR, TOGETHER WITH AN UNQUALIFIED OPINION, COMPANY
PREPARED CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS AND INCOME STATEMENTS FOR
THE MOST RECENTLY ENDED MONTH IN ACCORDANCE WITH SECTION 6.2, AND SUCH OTHER
UPDATED FINANCIAL INFORMATION AS BANK MAY REASONABLY REQUEST;
(N)
CURRENT COMPLIANCE CERTIFICATE IN ACCORDANCE WITH SECTION 6.2;
(O)
A WARRANT TO PURCHASE PARENT'S ORDINARY SHARES IN FORM AND SUBSTANCE
SATISFACTORY TO BANK; AND
(P)
SUCH OTHER DOCUMENTS OR CERTIFICATES, AND COMPLETION OF SUCH OTHER
MATTERS, AS BANK MAY REASONABLY DEEM NECESSARY OR APPROPRIATE.
3.2
CONDITIONS PRECEDENT TO ALL CREDIT EXTENSIONS.
THE OBLIGATION OF BANK TO
MAKE EACH CREDIT EXTENSION, INCLUDING THE INITIAL CREDIT EXTENSION, IS FURTHER
SUBJECT TO THE FOLLOWING CONDITIONS:
(A)
TIMELY RECEIPT BY BANK OF THE PAYMENT/ADVANCE FORM AS PROVIDED IN SECTION
2.1; AND
(B)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5 SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH
PAYMENT/ADVANCE FORM AND ON THE EFFECTIVE DATE OF EACH CREDIT EXTENSION AS
THOUGH MADE AT AND AS OF EACH SUCH DATE, AND NO EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, OR WOULD EXIST AFTER GIVING EFFECT TO SUCH CREDIT
EXTENSION (PROVIDED, HOWEVER, THAT THOSE REPRESENTATIONS AND WARRANTIES
EXPRESSLY REFERRING TO ANOTHER DATE SHALL BE TRUE, CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS AS OF SUCH DATE).
THE MAKING OF EACH CREDIT EXTENSION SHALL
BE DEEMED TO BE A REPRESENTATION AND WARRANTY BY BORROWER ON THE DATE OF SUCH
CREDIT EXTENSION AS TO THE ACCURACY OF THE FACTS REFERRED TO IN THIS SECTION
3.2.
4.
CREATION OF SECURITY INTEREST.
4.1
GRANT OF SECURITY INTEREST.
BORROWER GRANTS AND PLEDGES TO BANK A
CONTINUING SECURITY INTEREST IN THE COLLATERAL TO SECURE PROMPT REPAYMENT OF ANY
AND ALL OBLIGATIONS AND TO SECURE PROMPT PERFORMANCE BY BORROWER OF EACH OF ITS
COVENANTS AND DUTIES UNDER THE LOAN DOCUMENTS.
EXCEPT AS SET FORTH IN THE
SCHEDULE, SUCH SECURITY INTEREST CONSTITUTES A VALID, FIRST PRIORITY SECURITY
INTEREST IN THE PRESENTLY EXISTING COLLATERAL, AND WILL CONSTITUTE A VALID,
FIRST PRIORITY SECURITY INTEREST IN LATER-ACQUIRED
COLLATERAL.
NOTWITHSTANDING ANY TERMINATION, BANK'S LIEN ON THE COLLATERAL
SHALL REMAIN IN EFFECT FOR SO LONG AS ANY OBLIGATIONS ARE OUTSTANDING.
4.2
PERFECTION OF SECURITY INTEREST.
BORROWER AUTHORIZES BANK TO FILE AT ANY
TIME FINANCING STATEMENTS, CONTINUATION