Common use of Immediate Repayment Clause in Contracts

Immediate Repayment. Upon the occurrence of one or more of the events enumerated below – and these events exclusively – the Lenders may, by a decision passed by a Special Majority of the Lenders, demand the immediate repayment of all or part of the Credit Amounts. Notice of the demand for immediate repayment shall be provided by the Lenders, through the Facility Agent, after it receives appropriate instructions from the Lenders, based on the agreements herein and in the Inter-Creditor Agreement. In such instance, the Company undertakes to pay the Lenders, at their demand, all or part of the Credit Amounts with respect to the Credit provided to the Company, the repayment of which is demanded by the Lenders, through the Facility Agent. The Lenders, through the Facility Agent, may charge the Company's Account for all or part of the Credit Amounts, and may take all the measures they deem necessary to collect such amounts, in particular to realize all or part of the Collaterals, at their discretion, in any manner permitted by Law at the Company's expense, all subject to any Law. The following are the events: 24.1. If the Company breaches and/or fails to perform: (a) any condition of the Credit Documents, which, in the discretion of the Lender, through the Facility Agent, is a material condition; or (b) any other undertakings which the Company undertook and or is to undertake towards the Lenders, whether under this Agreement or under any of the other Credit Documents, which, in the discretion of the Lender, through the Facility Agent, is a material undertaking, all, if the aforementioned breach is not remedied within 45 days of receiving notice of the breach (for the avoidance of doubt – the provisions of this Section 24.1 do not apply to the specific instances set forth in the remaining subsections of this Section 24 below, with respect to which the specific arrangements provided in any of the aforementioned subsections shall apply). Notwithstanding the foregoing in this Section 24.1, the Lenders, through the Facility Agent, shall be exempt from providing such notice and/or from waiting for the conclusion of the notice period if the Lenders, through the Facility Agent, believe that providing the notice and/or waiting to the end of the notice period may cause the Lenders immediate and substantial damage, including any instance in which the Lenders, through the Facility Agent, believe that provision of the notice and/or waiting to the end of the notice period may derogate from the Lenders' possibility of Realizing the encumbered assets and/or taking measures for the collection thereof. In the event the Lenders elect to act as set forth above, they shall provide the Company written notice regarding such decision and the reason for their decision, closely after reaching such decision. 24.2. If it becomes evident that any of the Company's representations in this Agreement or the appendices hereto and/or the Credit Documents which the Lenders, through the Facility Agent, believe to be material is incorrect or inaccurate, and, at the discretion of the Lenders, through the Facility Agent, the breach caused harm or may cause harm to the Lenders' rights if not remedied; provided that the Company does not remedy the breach within 35 days of the date the Lenders, through the Facility Agent, notify the Company of the breach. 24.3. If: (a) the Company receives a decision to Restructure; or if (b) Bezeq receives a decision to Restructure, which may affect the Lenders' rights. 24.4. The Company and/or Bezeq decide upon voluntary dissolution. 24.5. If a motion for liquidation is filed against the Company and/or Bezeq or a liquidation order is issued against the Company and/or Bezeq; and/or a temporary, permanent or other liquidator and/or special manager and/or trustee is appointed over the Company and/or Bezeq and/or a motion for a stay of proceedings is filed with respect to the Company and/or Bezeq and/or such an order for a stay of proceedings is issued; provided that to the extent the provisions of this subsection pertain to motions which were not filed by the Company and/or Bezeq and/or to orders issued ex parte without the Company's and/or Bezeq's consent respectively, the Company shall be provided a cure period of 30 days to cancel the motion and/or order, as applicable. 24.6. Negotiations take place for the formulation of and/or a motion is filed for an arrangement or a settlement proposal, as these terms are defined in Section 350 of the Companies Law, between the Company and its creditors and/or its shareholders or between the Company and a particular class thereof and/or if the aforementioned arrangement and/or settlement proposal is approved, all with the exception of internal re-organization or technical changes in capital; provided that to the extent the provisions of this subsection pertain to a motion for an arrangement and/or settlement which is not filed at the initiative and/or with the agreed participation of the Company and/or negotiations in which the Company did not participate with its consent, then the Company shall be provided a cure period of 30 days to cancel the negotiations and/or the aforementioned motions for an arrangement and/or settlement, as applicable; Or – If negotiations take place for the formulation of and/or a motion is filed for an arrangement or a settlement proposal, as these terms are defined in Section 350 of the Companies Law, between Bezeq and its creditors and/or its shareholders or between Bezeq and a particular class thereof and/or if such arrangement or settlement proposal is approved, all, with the exception of an internal re-organization or technical changes in capital; provided that to the extent the provisions of this subsection pertain to a motion for an arrangement and/or settlement which is not filed at the initiative and/or with the agreed participation of the Company and/or Bezeq and/or with respect to negotiations in which the Company or Bezeq did not participate with their consent, the Company shall be provided with a 30-day cure period to cancel the negotiations and/or the aforementioned motions for an arrangement and/or settlement, as applicable; 24.7. The Company and/or Bezeq are removed from the records of the Registrar of Companies. 24.8. The Company and/or Bezeq are registered in the Registrar of Companies records as a company in breach as such term is defined in Section 362A of the Companies Law, and such breach is not remedied within 7 Business Days of the date the Company is provided notice of the breach by the Lenders, through the Facility Agent. 24.9. A motion is filed for the receivership of the Company's property and/or all or a Substantial Portion of Bezeq's Property and/or such a receivership order is issued and/or a permanent and/or temporary and/or other receiver is appointed over the Company's property and/or over all or a Substantial Portion of Bezeq's Property; provided that to the extent the provisions of this subsection pertain to motions that were not filed by the Company and/or Bezeq and/or to orders issued ex parte, then the Company shall be provided a cure period of 45 days to cancel the aforementioned motion and/or order, as applicable. With respect to this subsection and Section 24.10 below: