waived in writing, we may do any or all of the
following: (a) immediately terminate this Agreement;
(b) immediately reduce the Credit Limit to nil (c)
require you forthwith to buy back from us all
outstanding Receivables, Acquired Receivables and VAT
Receivables but so that no such Receivable, Acquired
Receivable or VAT Receivable shall revest in you
until the Repurchase Price of all such Receivables,
Acquired Receivables and VAT Receivables has been
paid to us together with all other sums then due to
us; (d) declare all payments of Supplier Obligations
and the Repurchase Price of Receivables, Acquired
Receivables and VAT Receivables together with any
Credit Charges to be immediately due and payable; and
(e) to take any action we deem necessary to take
possession of, realise or sell in a commercially
reasonable manner any Receivables, Acquired
Receivables, VAT Receivables or Receivables Rights,
and/or Products and/or Product Rights and/or assets
purchased with money provided by us.
9.2.2 Except as otherwise required by law or provided in
any Lien which encumbers the relevant assets, all
amounts obtained from any actions above will be
applied promptly to reduce or settle the amounts due
from you under this Agreement or any other deed or
agreement between any of and all of the Loan Parties
and IBM GF after deducting all charges, costs and
expenses including reasonable legal costs,
disbursements and other fees incurred in the
collection of such amounts, and any excess amounts
will, to the extent permitted by law and subject to
the rights of any person having priority, be paid to
you.
9.2.3 With respect to any Event of Default which we waive
we reserve the right to make a default charge as
compensation for such waiver.
10. TERMINATION
10.1 This Agreement will remain in force until the earlier of (i)
120 days from the date of this Agreement or such other date as
the Loan Parties and we may agree to in writing from time to
time and (ii) upon not less than 60 days written notice by any
party to the other. However following the occurrence of an
Event of Default that we have not waived in writing we may by
notice with immediate effect terminate this Agreement. Upon
any termination of this Agreement we shall have all the rights
and remedies set out in Clause 9.2 until the complete
discharge of all the Loan Parties' obligations to us. Any such
termination shall not affect any right we have in relation to
the Receivables, Acquired Receivables and VAT Receivables or
the Receivables Rights and the Supplier Obligations and the
Product Rights.
10.2 Following the termination of this Agreement and the discharge
of all the Loan Parties' obligations to us and subject to the
exercise of any rights under this Agreement then any amounts
we hold for you will be paid to you after deduction of all or
any sums then owed to us under this or any other agreement
between any of and all of the Loan Parties and IBM GF.
10.3 Notwithstanding the termination of this Agreement, the
provision of Clauses which should by their nature survive
termination (including without limitation payment obligations
and rights to Receivables, Acquired Receivables and VAT
Receivables and the Supplier Obligations and the Product
Rights and/or Receivables Rights) shall so survive and shall
remain in full force and effect until such time as all rights
and liabilities between the parties have been satisfied.
11. GENERAL
11.1 ASSIGNMENT
We may assign the benefit of this Agreement in whole or in
part. The Loan Parties consent to us novating to any other
person all or any of our obligations, rights, benefits and
remedies under this Agreement. Following such novation this
Agreement (or the novated part) shall bind and enure to the
benefit of our successors and assigns. The Loan Parties may
not assign or change their rights and benefits under this
Agreement or sub-contract any of their obligations without our
prior written consent.
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