Incredimail 2011 Annual Report Download - page 130

A material breach, in the Bank's reasonable opinion, by you and/or a breach not cured by you as detailed hereinbelow, of any of your obligations to the Bank
(including, without limitation, the obligations contained in this letter), shall constitute an event of default under the Credit, entitling the Bank not to grant the
Credit or to require the immediate repayment of the Credit if already granted, subejct to a prior written notice of 5 business days, during which period any such
material breach was not cured by you.
Without derogating from the above, the granting of the Credit and the continuation of the maintaining of the Credit, in whole or in part, is subject to the
fulfillment of all of the following provisions:
3.
Collateral
3.1.
The drawing of any part of the Credit Framework and the continuing maintenance thereof are subject to your providing the following collateral in a form
and text acceptable to the Bank as collateral for the repayment of all your debts to the Bank:
3.1.1.
The abovementioned
executed letter of Financial Covenants
.
3.1.2.
a debenture containing a first degree floating charge over all of your assets (the "
Debenture
");
3.1.3.
The Bank hereby acknowledges that following the receipt by First International Bank of Israel ("FIBI") of a debenture to secure credit to be
granted by FIBI to the Borrower, the Bank shall be required to enter a pari passu intercreditor agreement ("Pari Passu") with FIBI which shall be
signed in a text acceptable by the Bank.
3.2.
The Bank hereby acknowledges and agrees that any specific collateral granted to secure a car lease agreement and/or a landlord commitment and/or
hedging activity in a total aggregate amount that shall not exceed $750,000 USD shall rank prior to the Debenture, subject to receiving similar consent
from FIBI, if applicable.
4.
Additional Conditions for the granting of the Credits
4.1.
The Borrower shall provide the Bank with the collateral specified in section 3 above.
4.2.
The Borrower shall provide the Bank with executed copies, upon the Bank's demand and upon reasonable terms and conditions acceptable to the Bank, as a
reasonable banker, and to its full satisfaction, of all of the documents, agreements, corporate resolutions, and consents which shall be required, in
accordance with the law and/or regulation, in respect of the Credit and the collateral.
4.3.
No event, shall occur, whether such an event depends or does not depend on the Borrower, which entitles the Bank, in its reasonable opinion, and according
to the Bank's usual documents signed by the Borrower to require immediate repayment of any amount due or becoming due to the Bank from the Borrower
under any document signed or to be signed by the Borrower in favour of the Bank.
4.4.
In the opinion of the Bank, acting as a reasonable banker, no change has occurred that prohibits, prevents or limits the Bank's ability to grant the Credit, due
to changes in local or international financial markets, changes as a result of a demand, instruction or request made by or referred by the Bank of Israel or by
any other legal authority which is a result of an amendment to any Law, and that no legal impediment exists which prohibits, in the Bank's reasonable
opinion, the granting of the Credit or any part thereof according to any Law.Provided that in the case of changes in local or international financial markets,
in the opinion of the Bank, acting as a reasonable banker, no change has occurred that prevents or materially limits the Bank's ability to ability to grant the
Credit.
-
2
-