AND OTHER INFORMATION REASONABLY NECESSARY OR ADVISABLE FOR THE COLLECTION OF
ALL ACCOUNT RECEIVABLES PURCHASED BY THE BANK OR IN ORDER TO COMPLY IN ALL
MATERIAL RESPECTS WITH APPLICABLE LAWS AND REGULATIONS; (II) TO RETAIN ALL SUCH
RECORDS AND INFORMATION RELATING THERETO SO LONG AS ANY ACCOUNT RECEIVABLE
PURCHASED BY THE BANK REMAINS OUTSTANDING; AND (III) TO HAND COPIES OF SUCH
RECORDS AND DOCUMENTATION TO THE BANK PROMPTLY ON REQUEST; AND
(F)
NOT TO AMEND (OTHER THAN BY WAY OF
EXTENSION ON SUBSTANTIALLY THE SAME TERMS), CANCEL OR TERMINATE ANY CONTRACT TO
WHICH ANY ACCOUNT RECEIVABLE ASSIGNED TO THE BANK RELATES AND NOT TO, OR PURPORT
TO, TERMINATE, REVOKE OR VARY ANY TERM OR CONDITION OF OR EXTEND THE MATURITY
DATE OF ANY ACCOUNT RECEIVABLE ASSIGNED TO THE BANK AND TO REFRAIN FROM ANY
ACTION WHICH MIGHT IN ANY WAY PREJUDICE OR LIMIT THE BANK'S RIGHTS UNDER OR IN
RESPECT OF ANY ACCOUNT RECEIVABLE ASSIGNED TO THE BANK;
(G)
TO ACT AS AGENT FOR THE BANK IN THE
COLLECTION OF THE SUMS OWING UNDER THE ACCOUNT RECEIVABLES AND TO PROCURE THAT
PAYMENTS FROM THE BUYER IN RESPECT OF ACCOUNT RECEIVABLES ARE MADE INTO THE
COLLECTION ACCOUNT.
6.2
THE SUPPLIER HEREBY IRREVOCABLY AUTHORIZES
THE BANK, IN ITS SOLE DISCRETION, TO FILE ANY DOCUMENT OR FINANCING STATEMENTS,
AND ANY AMENDMENTS THERETO, IN RELATION TO ALL OR ANY ACCOUNT RECEIVABLE
PURCHASED BY THE BANK, WITHOUT THE SIGNATURE OF SUPPLIER, TO THE EXTENT
PERMITTED BY APPLICABLE LAW.
IF NOT SO PERMITTED BY APPLICABLE LAW, OR IN SUCH
OTHER CIRCUMSTANCES AS THE BANK MAY REASONABLY REQUEST, THE SUPPLIER WILL
EXECUTE AND FILE ANY SUCH DOCUMENT, FINANCING STATEMENTS, OR AMENDMENTS THERETO,
AND SUCH OTHER INSTRUMENTS OR NOTICES, AS MAY BE NECESSARY OR APPROPRIATE TO
PERFECT AND MAINTAIN THE PERFECTION OF THE BANK'S OWNERSHIP INTEREST IN SUCH
ACCOUNT RECEIVABLE.
6.3
THE SUPPLIER AND THE BANK HEREBY ACKNOWLEDGE
AND AGREE THAT:
(A)
IRRESPECTIVE OF THE ASSIGNMENT OF EACH
ACCOUNT RECEIVABLE TO THE BANK, THE SUPPLIER REMAINS LIABLE TO PERFORM ALL
OBLIGATIONS UNDER THE COMMERCIAL CONTRACT AND THE BANK HAS ASSUMED NO LIABILITY
TO DO SO;
(B)
THE BANK IS AND SHALL BE IRREVOCABLY AND
UNCONDITIONALLY AUTHORISED TO OPERATE THE COLLECTION ACCOUNT AS IT SEES FIT AND
IN ACCORDANCE WITH THE TERMS OF THE CHARGE OVER ACCOUNT, SUBJECT TO THE TERMS OF
CLAUSE 6.3(C);
(C)
NO WITHDRAWAL MAY BE MADE BY THE SUPPLIER
FROM THE COLLECTION ACCOUNT.
IF THE SUPPLIER PROVIDES THE BANK WITH AN ANALYSIS
OF A REMITTANCE ADVICE FROM THE BUYER (AS MAY BE SUPPORTED BY AN ALLOCATION
PREPARED BY THE SUPPLIER SHOWING THE BREAKDOWN IN SUCH REMITTANCE ADVICE BETWEEN
SUMS IN RELATION TO ACCOUNT RECEIVABLES AND SUMS IN RELATION TO OTHER DEBTS OWED
BY THE BUYER TO THE SUPPLIER),
THE BANK SHALL, UPON REVIEWING AND BEING
SATISFIED WITH SUCH ANALYSIS OF THE REMITTANCE ADVICE AND ALLOCATION, WITHDRAW
FROM THE COLLECTION ACCOUNT FOR ITS OWN BENEFIT SUCH SUMS PAID BY THE BUYER BY
WAY OF DISCHARGE OF THE ACCOUNT RECEIVABLES (OTHER THAN THE DEFERRED AMOUNT) AND
UNDERTAKES