8. Undelayable nature of the obligations of the Borrower
The obligation of the Borrower to pay on the due dates all sums due as repayment of principal, payment of interest or other reason and, more generally, the performance of the obligations under this contract may not be suspended or delayed even in the event of a dispute, even a judicial one, that is raised by the Borrower, by a guarantor or a third party.
9. Application of the acceleration clause, contract termination and withdrawal
A. It is expressly agreed that the occurrence of any of the hypotheses provided for by Art. 1186 of the Italian Civil Code shall constitute grounds for activating the acceleration clause to the Borrowers detriment, without any judicial ruling. Loan acceleration commences if the Borrower applies for admission to pre-bankruptcy procedures or to any procedure, including those of an extra-judicial nature, having similar effects or in any case involving the satisfaction of debts and obligations in general in a manner different from normal ones, including the transfer of assets to creditors.
B. It is expressly agreed that the contract is to be terminated, in accordance with Art. 1456 of the Italian Civil Code in the event of failure to pay all the amounts due to the Bank with the methods and within the time limits set forth in Articles 3 and 6, and in the event of breach of just one of the obligations pursuant to Art. 7, letters a), b), c), e) and Art. 7bis; express termination may be declared even if situations, data or historical accounts, submitted to obtain the loan or during the course of it, prove to be untrue.
It is also expressly agreed that the contract is terminated pursuant to Art. 1456 of the Italian Civil Code whenever the SACE guarantee loses effect.
The Bank shall have the right to terminate the contract pursuant to Art. 1456 of the Italian Civil Code, in the event of breach of the obligations set forth in Art. 7 letter f) and, as a consequence, the financial parameters included in Annex B are not respected unless the Borrower is able to prove, by appropriate evidence, to have already remedied the breach by the final date for the approval of the financial statements for the related financial year.
C. It is expressly agreed that the Bank may withdraw from the loan contract, in accordance with Art. 1373 of the Italian Civil Code, in the event of the occurrence of any cause for the dissolution of the company and of any of the following events concerning the Borrower:
a) calling of a shareholders meeting to resolve putting the company into liquidation;
b) merger, demerger, transfer or contribution of a business or business unit not previously authorised in writing by the Bank;
c) existence of formalities, even if notice was provided in accordance with Art. 7, that, at the unquestionable judgement of the Bank, could be prejudicial to the legal, equity, economic and financial situation of the Borrower, such as, by way of non-exhaustive example, the issue of injunctions, orders for seizure of corporate assets, the establishment of assets intended for a specific business pursuant to Art. 2447 bis of the Italian Civil Code, etc.;
d) non-fulfilment of obligations of a credit, financial or guarantee nature, assumed towards any subject;
e) application of the acceleration clause, termination or withdrawal for reasons attributable to the Borrower with respect to any third party lender and in relation to any contract entered into;
f) failure to comply with the obligations under Art. 7 letter d) (maintaining the dedicated current account and the related funds).
Loan acceleration, termination of the contract or withdrawal of the Bank from the contract itself will be notified by registered letter with return receipt and take effect upon receipt of the relative notice, or when it is returned to the sender for completion of holding period.
In the event of loan acceleration, termination, withdrawal provided for in this article, the Borrower shall repay all amounts due to the Bank under this contract, including any late-payment interest to the extent provided for in Article 5 above, within 10 (ten) bank working days of receipt of the Banks request.