Tranche 2. On or before the Advance Date for Tranche 2, the Obligors shall have delivered to the Lender the following, each in form and substance acceptable to the Lender: (i) evidence that Tranche 1 has been borrowed in full for the purposes permitted by this Agreement; 25 (ii) delivery or issuance of the R&D Credit in accordance with the terms of the Letter Agreement (Closing Date); (iii) a Solvency Certificate; (iv) an opinion of Fenwick & West LLP; (v) payment of Lender’s costs and expenses, including counsel fees; (vi) all amounts available under the 2019 Foris Loan Agreement and the 2022 Foris Loan Agreement shall have been fully drawn by the Borrower; (vii) confirmation with respect to the Permitted Disposition in accordance with the terms of the Letter Agreement (Closing Date); and (viii) such other customary closing deliverables as the Lender may reasonably require and as is substantially consistent with the closing deliverables set forth in Section 4.1(a).
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Tranche 2. On or before the Advance Date for Tranche 2, the Obligors shall have delivered to the Lender the following, each in form and substance acceptable to the Lender:
(i) evidence that Tranche 1 has been borrowed in full for the purposes permitted by this Agreement; 25;
(ii) delivery or issuance of the R&D Credit in accordance with the terms of the Letter Agreement (Closing Date); Agreement;
(iii) a Solvency Certificate; ;
(iv) an opinion of Fenwick ▇▇▇▇▇▇▇ & West LLP; ;
(v) payment of Lender▇▇▇▇▇▇’s costs and expenses, including counsel fees; ;
(vi) all amounts available under the 2019 Foris Loan Agreement and the 2022 Foris Loan Agreement shall have been fully drawn by the Borrower; ;
(vii) confirmation with respect to the Permitted Disposition in accordance with the terms of the Letter Agreement (Closing Date)Agreement; and and
(viii) such other customary closing deliverables as the Lender may reasonably require and as is substantially consistent with the closing deliverables set forth in Section 4.1(a).
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