7.4 SHORTFALL AMOUNT
If, on any day, the aggregate of the amounts outstanding from
the Loan Parties to us in respect of Supplier Obligations and
the outstanding and unpaid Prepayments we have made in respect
of Receivables, Acquired Receivables and VAT Receivables by
the relevant Debtor exceed the lesser of either the value of
the Collateral or the Credit Limit, then, unless otherwise
agreed, the Loan Parties will pay such "SHORTFALL AMOUNTS" on
the day this becomes known to you either by our advising you
or from your own enquiries. Until this is done, we shall be
under no obligation to purchase Supplier Invoices from
Authorised Suppliers or Receivables or VAT Receivables from
you (whether or not previously agreed) and you will pay a late
payment charge at the Default Rate set out in the Schedule on
the shortfall amounts accruing from day to day. In addition we
may charge the Shortfall Fee if the Shortfall Amounts are not
paid when due.
7.5 POWER OF ATTORNEY
As security for your obligation hereunder the Loan Parties
grant us, our directors and officers an irrevocable power of
attorney:-
(i) to endorse or negotiate cheques, or bankers drafts
and negotiable instruments;
(ii) to initiate and settle any claims (including the
conduct of legal proceedings); and
(iii) to sign or execute any deeds, papers, forms or
documents and file the same as may be necessary to
perfect or preserve any of our rights or to secure
performance of your obligations to us or any Debtor
with respect to the Collateral and ownership of the
Receivables, Acquired Receivables and VAT
Receivables.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1 REPRESENTATIONS AND WARRANTIES
By signing the Agreement and (in relation to Clauses 3 and 4)
before each Supplier Invoice or Receivable, Acquired
Receivable or VAT Receivable is purchased or Prepayment is
made you represent and warrant (or are deemed to represent and
warrant) to us as follows:
8.1.1 VALIDITY
Each of the Loan Parties, your parent company, and
each of its subsidiaries is duly organised, is
validly existing and has the full power, authority
and legal right, including compliance with any
governmental and other consents, licenses and
authorisations, to conduct its business and to enter
into this Agreement. This Agreement and any Liens or
other documents provided in relation to the
Receivables, Acquired Receivables and VAT Receivables
and the Receivables Rights and the Products and the
Product Rights are legal, valid and binding
obligations upon you and do not contravene any other
agreement or obligation.
8.1.2 ACTIONS, PROCEEDINGS
No significant or material judgements, orders, writs
or decrees are outstanding against any Loan Party nor
is there pending nor, to the best of the Loan
Parties' knowledge after due inquiry, threatened, any
material litigation, contested claim, investigation,
arbitration, or taxation or governmental proceeding
by or against a Loan Party, nor is any Loan Party in
default of, nor engaged in, any significant or
material dispute under any agreement or document. If
any dispute does arise such Loan Party undertakes to
inform us and promptly resolve it.
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