be better conducted by us or a third party, rather
than by the Loan Parties; or (b) an Event of Default
has occurred; or (c) this Agreement has terminated
for whatever reason; or (d) there has occurred (in
our reasonable opinion) a Material Adverse Effect, we
reserve the right to, or designate a third party to,
collect payment directly including issuing demands or
legal proceedings either in our own name or in your
name if required. The Loan Parties agree to
co-operate in such collection or proceedings,
including the provision of witnesses or the
production of documents. We can defend or compromise
such legal proceedings in such manner and on such
terms as we may see fit and the Loan Parties will be
bound by the result. Any reasonable expenses incurred
by us in such proceedings, including the payment of
legal and other professional fees, costs and
expenses, will be paid by you, or charged to you by
debiting the relevant accounts. Whilst the Loan
Parties may ask us to cease collection activities
against any Debtor and we will do so upon receiving
payment of the relevant Receivables, Acquired
Receivables and VAT Receivables or upon such terms as
we shall agree with the applicable Loan Party we have
the right to refuse or to accept such Loan Party's
request.
4.1.8 The Loan Parties agree that without our prior written
consent they will not sell, pledge or grant any Lien
over any Receivables, Acquired Receivables and VAT
Receivables to any third party, or agree to do so, or
enter into any other arrangement which might
adversely affect our interest in any Receivables,
Acquired Receivables and VAT Receivables.
4.1.9 After the you Notify a Receivable, Acquired
Receivable and VAT Receivable to us you agree (save
where Clause 4.1.10 applies) not to cancel or vary
any relevant Sales Contract, Sales Invoice or VAT
invoice or its relevant payment terms or settlement
discounts without our prior written consent except
where the change is due to a manifest error in your
invoice, in which case you will notify us of the
resulting change in the Receivable but our written
consent will not be required.
4.1.10 You undertake that if Products are returned to you
and you provide a credit in any form which has the
effect of reducing the amount of the relevant
Receivable or Acquired Receivable, you will promptly
notify us.
4.1.11 For each Notified Receivable, Acquired Receivable and
VAT Receivable the you represent and warrant to us
that: (a) all particulars notified to us are correct
and complete; (b) the Receivable, Acquired Receivable
and VAT Receivable has not been previously Notified
to us; (c) any covenants or undertakings given to us
relating to such Receivable, Acquired Receivable and
VAT Receivable will be complied with; (d) the Sales
Invoice to the Debtor has been issued within seven
days of the delivery of the Products; (e) each
Receivable or Acquired Receivable relates to an
actual and bona fide sale and delivery of Products to
the Debtor, is fully enforceable and is free from any
other charge, pledge, or Lien in favour of a third
party; (f) each VAT Receivable is fully enforceable
and is free from any other charge, pledge, or Lien in
favour of a third party; and (g) such Receivable,
Acquired Receivable and VAT Receivable will be paid
without any claim for set off, counterclaims,
retention or abatement.
4.1.12 The sale or transfer of Receivables and VAT
Receivables will continue until we notify You in
writing that we will accept no more Receivables
and/or VAT Receivables for purchase or until the
termination of this Agreement whichever is the
sooner.
4.2 CREDIT AND COLLECTION POLICY
The Loan Parties will comply in all material respects with the
Loan Parties' credit and collection practices agreed with us
in regard to each Receivable, Acquired Receivable, VAT
Receivable, any Receivables Rights and the related Sales
Contracts and VAT invoice.
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