4.1.2 You hereby agree to transfer ownership to us of all
Receivables and VAT Receivables (together with all
Receivables Rights) created after the Commencement
Date until this Agreement ends, or we give you notice
under Clause 4.1.12 that no more Receivables and/or
VAT Receivables will be accepted from a date
designated by us. Such Receivables and VAT
Receivables shall vest in us the moment the
Receivables are created and transfer of ownership of
any such Receivables and VAT Receivables to us shall
take place automatically and with immediate effect.
On that day our receipt of the relevant Notifications
and our ownership of such Receivables and VAT
Receivables shall then be complete. We will credit to
your ledger account with us the Purchase Price of all
such Receivables and VAT Receivables upon such date.
4.1.3 You will pay any duties or similar charges including
any Stamp Duty arising in connection with this
Agreement and the transfer of the Receivables,
Acquired Receivables and VAT Receivables to us.
4.1.4 After the Commencement Date, you will notify us in
the manner agreed with us, and at the frequency
stated in the Schedule of the invoice value of
Receivables and Acquired Receivables, less any
rebates or deductions or other credits given by you,
or to which a Debtor may be entitled. You will
provide on request copies of the relevant Sales
Contracts, Sales Invoices, credit notes, delivery
notes, and other evidence of the fulfilment of the
Sales Contracts as we may reasonably require and PFS
Web B.V. will provide similar information in relation
to VAT Receivables. There will be either be a service
fee for each Notification subject to a minimum
service fee payable in accordance with Clause 7.2.1,
or a monthly service fee, as set out in the Schedule
which you agree to pay to us. The Loan Parties will
promptly when required by us complete any forms of
assignment, documents or other instruments necessary
to ensure the transfer of full ownership of the
Receivables, Acquired Receivables and VAT Receivables
to us or to enable us to collect the Receivables,
Acquired Receivables and VAT Receivables.
4.1.5 If, for any reason, the sale or transfer of
Receivables, Acquired Receivables and/or VAT
Receivables, pursuant to the above provisions of this
Agreement, does not vest ownership of the
Receivables, Acquired Receivables and/or VAT
Receivables in us, the Loan Parties will hold any
such Receivables, Acquired Receivables and/or VAT
Receivables and any monies collected by them in
respect of such Receivables, Acquired Receivables
and/or VAT Receivables in trust for us, and pay any
such monies to us.
4.1.6 We may use the monies we receive from or on behalf of
Debtors in respect of each Receivable, Acquired
Receivable and VAT Receivable to satisfy any monies
then owing to us by you. We will transfer any
remaining amount to your designated bank account
(provided there is no Event of Default) at the
frequency agreed with you subject to the banking
charge specified in the Schedule.
4.1.7 As the absolute owner we have the sole and unfettered
right to enforce payment of and collect any
Receivable, Acquired Receivable and VAT Receivable
purchased by us under this Agreement. However until
further notice from us the Loan Parties will act
diligently and promptly as our undisclosed agent in
administering the accounts of customers and in
collecting and enforcing payment of Receivables,
Acquired Receivables and VAT Receivables at the Loan
Parties expense. However if (a) we consider that your
continued collection of any Receivables, Acquired
Receivables and VAT Receivables would be prejudicial
to us, and that such collection would
--------------------------------------------------------------------------------
9