TERMS OF THE PRICING SCHEDULE, PROVIDED THAT
ANY SUCH CHANGE SHALL NOT AFFECT THE PURCHASE PRICE APPLICABLE TO PURCHASES OF
ACCOUNT RECEIVABLE WHOSE PROPOSED PURCHASE DATE FALLS WITHIN SUCH NOTICE PERIOD
AND FURTHER PROVIDED THAT IN THE EVENT OF ANY SUCH CHANGE TO THE PRICING
SCHEDULE THE SUPPLIER MAY AT ANY TIME, UPON 30 DAYS WRITTEN NOTICE TO THE BANK,
TERMINATE THIS AGREEMENT.
4.3
ANY DEFERRED AMOUNT RECEIVED FROM THE BUYER
IN RESPECT OF ANY ACCOUNT RECEIVABLE PURCHASED BY THE BANK UNDER THIS AGREEMENT
SHALL BE FOR THE BENEFIT OF THE SUPPLIER.
4.4
THE BANK (ACTING REASONABLY) SHALL BE ABLE TO
ADJUST THE RELEVANT PERCENTAGE FROM TIME TO TIME FOLLOWING CONSULTATION WITH THE
SUPPLIER, PROVIDED THAT IF THE PURCHASE PRICE RELATING TO AN ACCOUNT RECEIVABLE
PURCHASED BY THE BANK UNDER THIS AGREEMENT WOULD BE LESS THAN 95 PERCENT OF THE
PAYMENT AMOUNT OF SUCH ACCOUNT RECEIVABLE (THE MINIMUM LEVEL), THE BANK SHALL
ADJUST THE RELEVANT PERCENTAGE TO ENSURE THAT THE PURCHASE PRICE DOES NOT FALL
BELOW THE MINIMUM LEVEL.
5
REPRESENTATIONS AND WARRANTIES
The Supplier hereby makes the following representations and warranties as of the
date hereof, as of each day a Purchase Pack is delivered hereunder and as of
each proposed date for the purchase of an Account Receivable by the Bank as if
made on each such date with reference to the facts and circumstances then
existing (it being understood that representations and warranties with respect
to Account Receivable are made only with respect to the Account Receivable that
are the subject of the applicable Purchase Pack):
(A)
IT IS DULY ORGANISED AND VALIDLY EXISTING
UNDER THE LAWS OF HUNGARY AND POSSESSES THE CAPACITY TO SUE OR TO BE SUED IN ITS
OWN NAME AND THE POWER TO OWN ITS PROPERTY AND ASSETS AND CARRY ON ITS BUSINESS
AS IT IS NOW BEING CONDUCTED AND IT HAS TAKEN ALL NECESSARY STEPS TO AUTHORISE
THE EXECUTION OF THIS AGREEMENT AND EACH PURCHASE PACK AND THE TRANSACTIONS
CONTEMPLATED THEREBY;
(B)
THE CONTRACT RELATING TO EACH ACCOUNT
RECEIVABLE ASSIGNED TO THE BANK IS IN FULL FORCE AND EFFECT AND LEGAL, VALID AND
BINDING ON THE BUYER AND THE SUPPLIER IS NOT IN BREACH THEREOF OR IN DEFAULT
THEREUNDER THAT WOULD RESULT IN THE BUYER BEING ENTITLED TO EXERCISE ANY SET OFF
RIGHTS OR COUNTERCLAIM OR TO WITHHOLD, EXTEND OR DELAY PAYMENT OF ANY SUCH
ACCOUNT RECEIVABLE;
9
(C)
THIS AGREEMENT AND EACH PURCHASE PACK
CONSTITUTE OR WILL, WHEN EXECUTED, CONSTITUTE ITS LEGAL, VALID AND BINDING
OBLIGATIONS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS AND EACH PURCHASE PACK WHEN
DULY EXECUTED IS EFFECTIVE TO ASSIGN THE ACCOUNT RECEIVABLES REFERRED TO THEREIN
TO THE BANK;
(D)
EACH ACCOUNT RECEIVABLE ASSIGNED TO THE BANK
IS FREELY ASSIGNABLE AND CONSTITUTES AMOUNTS DUE AND PAYABLE BY THE BUYER ON THE
RELEVANT MATURITY DATE AND EACH ACCOUNT RECEIVABLE ASSIGNED TO THE BANK PURSUANT
TO A PURCHASE PACK CONSTITUTES AN UNCONDITIONAL, LEGAL, VALID AND BINDING
OBLIGATION OF THE BUYER AND HAS NOT, TO ANY EXTENT, BEEN PREPAID;
(E)