Common use of PAYMENT AND DEFAULT Clause in Contracts

PAYMENT AND DEFAULT. 8.1 CBG agrees and undertakes that the Undertaking to Pay shall be discharged by CBG: (a) in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding for tax required by law); and (b) in accordance with clause 2.3 and, in any event, no later than 31 December 2014. 8.2 Co-operative Group and CBG hereby agree that, in the event that there is a breach of the obligations under the Undertaking to Pay: (a) Default Interest shall accrue as a separate payment obligation on any outstanding amount of the Undertaking to Pay on a daily basis, from and including the due date for payment; (b) CBG waives all rights that it has in respect of the Group Shares, including rights to dividend, capital and voting; (c) each of Co-operative Group and CBG waives all their respective rights that it may have under the Relationship Agreement without any effect on all obligations that it may be subject to under the Relationship Agreement, which shall survive without change; (d) CBG shall procure the immediate resignation of its nominee director(s) from the board of the Bank appointed pursuant to the Relationship Agreement (the Nominee Directors(s)), failing which, the Bank may remove such Nominee Director(s), and CBG shall indemnify the Bank in full against any claim by any such Nominee Director(s) arising from this resignation or removal pursuant to this clause 8.2(d); (e) the Bank may exercise or direct the Security Trustee to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents; and (f) CBG shall, at the request of the Bank, transfer all, or some, of the Group Shares with full title guarantee and free from all encumbrances to: (i) a third-party buyer as directed by Bank (a Third Party Transfer); or (ii) the Bank for nil consideration. 8.3 In respect of any transfer pursuant to clause 8.2(f) above, the Bank shall: (a) use reasonable endeavours (acting in good faith) to ensure that any Third Party Transfer is on terms as close to arms’ length as possible, and use any amount received from the relevant third party to reduce any amount outstanding to the Bank from CBG; (b) where the Bank determines to require the transfer of Group Shares to it pursuant to clause 8.2(f)(ii), the Bank may require the transfer of: (i) such proportion of the Group Shares as is equal to the outstanding amount of the Undertaking to Pay plus any Default Interest (at the time of the relevant breach of the obligation under the Undertaking to Pay) as a proportion of the Subscription Amount and the Undertaking to Pay plus any Default Interest shall, following such transfer, be discharged in its entirety; or (ii) such other number of Group Shares as the Bank shall specify (the Specified Shares), provided that the Specified Shares shall have a value no greater than the aggregate of the amount outstanding under the Undertaking to Pay and any Default Interest, and shall reduce such amount by the lower of: (A) the fair market value of the Group Shares so transferred to the Bank; and (B) where the Group Shares are retained or cancelled by the Bank, the aggregate amount that a third party (or third parties, as the case may be) pay to the Bank in consideration (including any deferred consideration) for the issuance by the Bank of such number of ordinary shares in the Bank as is equal to the number of Group Shares transferred pursuant to clause 8.2(f)(ii), whether or not such shares are issued at a discount to their fair market value and provided that such ordinary shares are issued on or before the six month anniversary of the transfer of such Group Shares to the Bank pursuant to clause 8.2(f)(ii), provided further that if such lower amount exceeds the Undertaking to Pay, the Bank shall account to CBG for the difference. 8.4 No failure by the Bank to exercise, or delay in exercising, any right or remedy provided by law or under this Agreement shall impair such right or remedy, operate or be construed as a waiver or variation of it, constitute an affirmation of this Agreement, or preclude the exercise of such right or remedy at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any further or other exercise of it or the exercise of any other remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. For the avoidance of doubt, in no event shall the obligations of CBG under the Undertaking to Pay be limited to the Group Shares issued to CBG under this agreement, or any monies received by the Bank pursuant to the exercise of its rights under clause 8.3, and the Bank shall have all such rights and shall be permitted to take any steps required for the purpose of obtaining payment in full from CBG pursuant to the Undertaking to Pay. 8.5 Where Group Shares are transferred under clause 8.2(f), the Parties acknowledge and confirm that, subject to the waiver of rights in accordance with clause of this Agreement, the Relationship Agreement shall continue to apply in accordance with its terms. 8.6 CBG hereby irrevocably appoints each member of the board of the Bank, from time to time, as its attorney (each an Attorney), with full authority on its behalf and in its name or otherwise and as security for the performance by CBG of its obligations under clause 8.2

PAYMENT AND DEFAULT. 8.1 CBG agrees and undertakes that the Undertaking to Pay shall be discharged by CBG: (a) We will issue each Invoice on delivery of the relevant Goods. Subject to clause 12(c), and unless otherwise agreed in full without writing by us (including where otherwise identified on any set-offInvoice issued by us), counterclaim, deduction or withholding (other than any deduction or withholding for tax required all Invoices shall be payable by law); andyou within 30 days of delivery of the Goods. (b) in accordance with clause 2.3 and, in any event, no later than 31 December 2014. 8.2 Co-operative Group and CBG hereby agree that, in We reserve the event that there is a breach of the obligations under the Undertaking right to Pay: (a) Default Interest shall accrue as a separate payment obligation charge interest on any outstanding overdue amount at a rate of the Undertaking to Pay on a daily basis, 9% per annum from and including the due date for payment; (b) CBG waives all rights that it has until payment in respect of the Group Shares, including rights to dividend, capital and voting;full is made. (c) each If: (i) you make defaults on any payments or are unable or state that you are unable to pay your debts as and when they fall due; (ii) you are an individual and you commit an act of Co-operative Group bankruptcy or have a controller or trustee appointed in respect of your estate or any part of your property or assets; (iii) you are a company and CBG waives all their respective rights that it may you pass a resolution for your winding up or enter into liquidation or have an application for winding up filed against you; (iv) a receiver, receiver and manager, controller or voluntary administrator is appointed over any part of your property or assets; or (v) you experience any analogous event having substantially similar effect to any of the events specified above, then we may, at our option, withhold further deliveries or cancel any Order without notice to you and without prejudice to any other action or remedy which we have or might otherwise have under this Contract. In such circumstances, all moneys owing and outstanding to us on any Invoice and irrespective of whether the Relationship Agreement without due date on any effect on Invoice has occurred or passed shall become immediately due and payable and additionally, we reserve the right to charge you any and all obligations that it may be subject expenses incurred by us in order to under recover the Relationship Agreement, which shall survive without change;outstanding monies owed to us pursuant to this clause 12(c). (d) CBG shall procure Notwithstanding clause 12(a), we may at all times in our sole and unfettered discretion and without being under any duty or obligation to assign reasons to such discretion, alter or terminate your credit limit or payment terms without notice. Without limiting the immediate resignation of its nominee director(s) from the board generality of the Bank appointed pursuant foregoing, our decision shall be final and we accept no liability or responsibility for any loss (including Consequential Loss), howsoever arising, incurred by you due to the Relationship Agreement (the Nominee Directors(s)), failing which, the Bank may remove such Nominee Director(s), and CBG shall indemnify the Bank in full against any claim by any such Nominee Director(s) arising from operation of this resignation or removal pursuant to this clause 8.2(d);condition. (e) the Bank You agree that you may exercise or direct the Security Trustee to exercise not make any or all of its rights, remedies, powers or discretions under the Finance Documents; and (f) CBG shall, at the request Invoice related claim against us unless full details of the Bank, transfer all, or some, claim have been provided in writing to us by you within 90 days of the Group Shares with full title guarantee and free from all encumbrances to: (i) debt the subject of the Invoice related claim becoming due. In the event that you do not make a third-party buyer claim against us for any specific Invoice, as directed by Bank (a Third Party Transfer); or (ii) the Bank for nil consideration. 8.3 In respect of any transfer pursuant to set out in this clause 8.2(f) above, the Bank shall: (a) use reasonable endeavours (acting in good faith) to ensure that any Third Party Transfer is on terms as close to arms’ length as possible, and use any amount received from the relevant third party to reduce any amount outstanding to the Bank from CBG; (b) where the Bank determines to require the transfer of Group Shares to it pursuant to clause 8.2(f)(ii12(e), the Bank may require the transfer of: (i) such proportion of the Group Shares as is equal to the outstanding amount of the Undertaking to Pay plus any Default Interest (at the time of the relevant breach of the obligation under the Undertaking to Pay) as a proportion of the Subscription Amount and the Undertaking to Pay plus any Default Interest shall, following such transfer, be discharged in its entirety; or (ii) such other number of Group Shares as the Bank shall specify (the Specified Shares), provided that the Specified Shares shall have a value no greater than the aggregate of the amount outstanding under the Undertaking to Pay and any Default Interest, and shall reduce such amount by the lower of: (A) the fair market value of the Group Shares so transferred to the Bank; and (B) where the Group Shares are retained or cancelled by the Bank, the aggregate amount that a third party (or third parties, as the case may be) pay to the Bank in consideration (including any deferred consideration) for the issuance by the Bank of such number of ordinary shares in the Bank as is equal to the number of Group Shares transferred pursuant to clause 8.2(f)(ii), whether or not such shares are issued at a discount to their fair market value and provided that such ordinary shares are issued on or before the six month anniversary of the transfer of such Group Shares to the Bank pursuant to clause 8.2(f)(ii), provided further that if such lower amount exceeds the Undertaking to Pay, the Bank shall account to CBG for the difference. 8.4 No failure by the Bank to exercise, or delay in exercising, any right or remedy provided by law or under this Agreement shall impair such right or remedy, operate or be construed as a waiver or variation of it, constitute an affirmation of this Agreement, or preclude the exercise of such right or remedy at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any further or other exercise of it or the exercise of any other remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. For the avoidance of doubt, in no event shall the obligations of CBG under the Undertaking to Pay be limited to the Group Shares issued to CBG under this agreement, or any monies received by the Bank pursuant to the exercise of its rights under clause 8.3, and the Bank shall have all such rights and shall be permitted to take any steps required for the purpose of obtaining payment in full from CBG pursuant to the Undertaking to Pay. 8.5 Where Group Shares are transferred under clause 8.2(f), the Parties you acknowledge and confirm that, subject agree that you waive your rights to claim the waiver of rights in accordance debt associated with clause of this Agreement, the Relationship Agreement shall continue to apply in accordance with its termsInvoice from us. 8.6 CBG hereby irrevocably appoints each member of the board of the Bank, from time to time, as its attorney (each an Attorney), with full authority on its behalf and in its name or otherwise and as security for the performance by CBG of its obligations under clause 8.2

PAYMENT AND DEFAULT. 8.1 CBG agrees and undertakes that the Undertaking to Pay 5.1 All accounts shall be discharged by CBG: (a) paid in full and without any deduction or set-off, counterclaim, deduction or withholding (other than any deduction or withholding for tax required by law); and (b) in accordance with clause 2.3 and, in any event, no later than 31 December 2014. 8.2 Co-operative Group and CBG hereby agree that, in the event that there is a breach of the obligations under the Undertaking to Pay: (a) Default Interest shall accrue as a separate based on payment obligation on any outstanding amount of the Undertaking to Pay on a daily basis, from and including the due date for payment; (b) CBG waives all rights that it has in respect of the Group Shares, including rights to dividend, capital and voting; (c) each of Co-operative Group and CBG waives all their respective rights that it may have under the Relationship Agreement without any effect on all obligations that it may be subject to under the Relationship Agreement, which shall survive without change; (d) CBG shall procure the immediate resignation of its nominee director(s) from the board of the Bank appointed pursuant to the Relationship Agreement (the Nominee Directors(s)), failing which, the Bank may remove such Nominee Director(s), and CBG shall indemnify the Bank in full against any claim by any such Nominee Director(s) arising from this resignation or removal pursuant to this clause 8.2(d); (e) the Bank may exercise or direct the Security Trustee to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents; and (f) CBG shall, at the request of the Bank, transfer all, or some, of the Group Shares with full title guarantee and free from all encumbrances to: (i) a third-party buyer as directed by Bank (a Third Party Transfer); or (ii) the Bank for nil consideration. 8.3 In respect of any transfer pursuant to clause 8.2(f) above, the Bank shall: (a) use reasonable endeavours (acting in good faith) to ensure that any Third Party Transfer is on terms as close to arms’ length as possible, and use any amount received from the relevant third party to reduce any amount outstanding to the Bank from CBG; (b) where the Bank determines to require the transfer of Group Shares to it pursuant to clause 8.2(f)(ii), the Bank may require the transfer of: (i) such proportion of the Group Shares as is equal to the outstanding amount of the Undertaking to Pay plus any Default Interest (agreed at the time of order placement or within 30 days from date of statement for authorised account holders. Such accounts are not subject to a settlement discount or other terms of payment unless agreed in writing between the relevant CREDITOR and DEBTOR. The DEBTOR agrees that in the event of any portion of an invoice being disputed, the DEBTOR shall nevertheless forthwith pay the undisputed amount of such indebtedness according to the agreed terms of payment. 5.2 In the event of the DEBTOR not receiving monthly statements it is the responsibility of the DEBTOR to draw this to the attention of the CREDITOR so that statements may be provided to the DEBTOR in order for the DEBTOR to make timeous payments of the amount/s owing to the CREDITOR. 5.3 Should the DEBTOR default in paying its account strictly on due date or commit a breach of any of the obligation terms and conditions of its contract with the CREDITOR; or being an individual, die or be provisionally or finally sequestrated or surrender or make application to surrender his estate or commit any act of insolvency; or being a partnership, the partnership is terminated; or being a company or close corporation is placed under a provisional or final order of liquidation or judicial management; or has a judgement recorded against it which remains unsatisfied for seven days; or compromises or attempts to compromise generally with any of the Undertaking to Pay) DEBTOR’S creditors; or enters into any transaction which has the effect of changing the beneficial ownership of the DEBTOR’S business; or if the DEBTOR as a proportion company or close corporation enters into any transaction which has the effect of a change in the effective control of the Subscription Amount company or close corporation; then, without prejudice to any other right, the CREDITOR is entitled, but not compelled, to elect to – a). Treat as immediately due and payable all outstanding amounts which are not yet due and payable and to forthwith claim such amounts as well as any other amounts in arrears, and to cease performance of its obligations hereunder as well as any other contract with the DEBTOR until the DEBTOR has paid the aforesaid amounts and has remedied the breach; b). Forthwith cancel this agreement and retake possession of any of the goods sold with full reservation of all rights to which the CREDITOR is entitled in terms of this agreement and the Undertaking common law including the right to Pay plus any Default Interest shall, following such transfer, institute a claim for damages against the DEBTOR; 5.4 The CREDITOR’S rights in terms of clause 5.3 above shall not be discharged in its entirety; or (ii) such other number of Group Shares as the Bank shall specify (the Specified Shares), provided that the Specified Shares shall have a value no greater than the aggregate of the amount outstanding under the Undertaking to Pay and any Default Interest, exhaustive and shall reduce such amount by the lower of: (A) the fair market value of the Group Shares so transferred be in addition to the Bank; andCREDITOR’S common law rights. (B) where the Group Shares are retained or cancelled by the Bank, the aggregate amount 5.5 The DEBTOR acknowledges that custom-made goods cannot easily be sold to a third party (and accordingly should the DEBTOR cancel a custom-made goods order after the CREDITOR has commenced with such customization, the DEBTOR shall be liable for full payment of such order, notwithstanding such cancellation and non-delivery. 5.6 The DEBTOR will be liable for all “Strip and Quote” costs associated with the assessment of the part, item or third partiesvehicle should it be applicable for an accurate assessment of damages both internal and external. 5.7 The “Strip and Quote” charge is to be settled in full before the part, as item or vehicle may be removed from the case may be) pay to CREDITORS premises, should the Bank in consideration (including any deferred consideration) order or instruction for the issuance by the Bank of such number of ordinary shares in the Bank as is equal work to the number of Group Shares transferred pursuant to clause 8.2(f)(ii), whether performed be cancelled or not such shares are issued at a discount to their fair market value and provided that such ordinary shares are issued on or before the six month anniversary of the transfer of such Group Shares to the Bank pursuant to clause 8.2(f)(ii), provided further that if such lower amount exceeds the Undertaking to Pay, the Bank shall account to CBG for the differencewithheld. 8.4 No failure by the Bank to exercise, or delay in exercising, any right or remedy provided by law or under this Agreement shall impair such right or remedy, operate or be construed as a waiver or variation of it, constitute an affirmation of this Agreement, or preclude the exercise of such right or remedy at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any further or other exercise of it or the exercise of any other remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. For the avoidance of doubt, in no event shall the obligations of CBG under the Undertaking to Pay be limited to the Group Shares issued to CBG under this agreement, or any monies received by the Bank pursuant to the exercise of its rights under clause 8.3, and the Bank shall have all such rights and shall be permitted to take any steps required for the purpose of obtaining payment in full from CBG pursuant to the Undertaking to Pay. 8.5 Where Group Shares are transferred under clause 8.2(f), the Parties acknowledge and confirm that, subject to the waiver of rights in accordance with clause of this Agreement, the Relationship Agreement shall continue to apply in accordance with its terms. 8.6 CBG hereby irrevocably appoints each member of the board of the Bank, from time to time, as its attorney (each an Attorney), with full authority on its behalf and in its name or otherwise and as security for the performance by CBG of its obligations under clause 8.2

PAYMENT AND DEFAULT. 8.1 CBG agrees and undertakes that the Undertaking to Pay shall be discharged by CBG: (a) Subject to sub-clause 10(c) hereof, and unless otherwise agreed in full without writing all accounts shall be payable within 20 days of delivery, or as otherwise identified on any set-off, counterclaim, deduction or withholding (other than any deduction or withholding for tax required statement of account issued by law); andXxxxxxxxxxx. (b) in accordance with clause 2.3 and, in If any event, no later than 31 December 2014. 8.2 Co-operative Group and CBG hereby agree that, in the event that there is a breach of the obligations under events set out in (i) to (v) below occur, Xxxxxxxxxxx may at its option withhold further deliveries or cancel the Undertaking Contract without notice to Pay: (a) Default Interest shall accrue as a separate payment obligation the Buyer and without prejudice to any other action or remedy which Xxxxxxxxxxx has or might otherwise have had and all moneys owing and outstanding to Xxxxxxxxxxx on any outstanding amount account whatsoever and irrespective of the Undertaking to Pay on a daily basis, from and including whether the due date for payment; (b) CBG waives all rights that it on any statement of account has in respect of the Group Shares, including rights to dividend, capital occurred or passed shall become immediately due and voting; (c) each of Co-operative Group and CBG waives all their respective rights that it may have under the Relationship Agreement without any effect on all obligations that it may be subject to under the Relationship Agreement, which shall survive without change; (d) CBG shall procure the immediate resignation of its nominee director(s) from the board of the Bank appointed pursuant to the Relationship Agreement (the Nominee Directors(s)), failing which, the Bank may remove such Nominee Director(s), and CBG shall indemnify the Bank in full against any claim by any such Nominee Director(s) arising from this resignation or removal pursuant to this clause 8.2(d); (e) the Bank may exercise or direct the Security Trustee to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents; and (f) CBG shall, at the request of the Bank, transfer all, or some, of the Group Shares with full title guarantee and free from all encumbrances topayable: (i) a third-party buyer the Buyer makes default in any payments or is unable or states that it is unable to pay its debts as directed by Bank (a Third Party Transfer); orand when they fall due; (ii) the Bank for nil consideration. 8.3 In respect Buyer being an individual commits an act of any transfer pursuant to clause 8.2(f) above, bankruptcy or enters into a creditors proposal or otherwise compounds or compromises with the Bank shall: (a) use reasonable endeavours (acting in good faith) to ensure that any Third Party Transfer is on terms as close to arms’ length as possible, and use any amount received from the relevant third party to reduce any amount outstanding to the Bank from CBGBuyer’s creditors; (biii) where the Bank determines Buyer being a company goes into liquidation by voluntary or Court appointment of a liquidator or an application for appointment of a liquidator to require the transfer Buyer is filed in the High Court. (iv) a receiver, receiver and manager, controller or voluntary administrator is appointed over any part of Group Shares the property or assets of the Buyer; (v) the Buyer experiences any analogous event having substantially similar effect to it pursuant any of the events specified above. (c) Notwithstanding sub-clause 10(a) hereof Xxxxxxxxxxx may at all times in its sole and unfettered discretion and without being under any duty or obligation to clause 8.2(f)(ii)assign reasons therefore review, alter or terminate the Buyer’s credit limit or payment terms without notice. Without limiting the generality of the foregoing, the Bank may require decision of Xxxxxxxxxxx shall be final and Xxxxxxxxxxx accepts no liability or responsibility for any loss, howsoever arising, incurred by the transfer of:Buyer due to the operation of this condition. (id) such proportion If the Buyer fails to pay any amount which may become due and payable by the Buyer to Xxxxxxxxxxx under any clause within these conditions of sale, including any sum which may become due and payable by virtue of the Group Shares as is equal provisions of clause 10(b) hereof, the Buyer shall be liable for and hereby agrees to the outstanding amount indemnify Xxxxxxxxxxx in respect of the Undertaking to Pay plus any Default Interest (at the time of the relevant breach of the obligation under the Undertaking to Pay) all costs and expenses which Xxxxxxxxxxx may incur as a proportion of the Subscription Amount and the Undertaking to Pay plus any Default Interest shall, following such transfer, be discharged in its entirety; or (ii) such other number of Group Shares as the Bank shall specify (the Specified Shares), provided that the Specified Shares shall have a value no greater than the aggregate of the amount outstanding under the Undertaking to Pay and any Default Interest, and shall reduce such amount by the lower of: (A) the fair market value of the Group Shares so transferred to the Bank; and (B) where the Group Shares are retained or cancelled by the Bank, the aggregate amount that a third party (or third parties, as the case may be) pay to the Bank in consideration (including any deferred consideration) for the issuance by the Bank result of such number of ordinary shares in the Bank as is equal to the number of Group Shares transferred pursuant to clause 8.2(f)(ii)default, whether or not such shares are issued at including legal costs and expenses incurred on a discount to their fair market value and provided that such ordinary shares are issued on or before the six month anniversary of the transfer of such Group Shares to the Bank pursuant to clause 8.2(f)(ii), provided further that if such lower amount exceeds the Undertaking to Pay, the Bank shall account to CBG for the difference. 8.4 No failure by the Bank to exercise, or delay in exercising, any right or remedy provided by law or under this Agreement shall impair such right or remedy, operate or be construed as a waiver or variation of it, constitute an affirmation of this Agreement, or preclude the exercise of such right or remedy at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any further or other exercise of it or the exercise of any other remedysolicitor/own client basis. The rights costs and remedies provided expenses that may be claimed in accordance with this Agreement are cumulative and not exclusive of sub-clause include any rights cost or remedies provided expenses that may be incurred by law. For the avoidance of doubt, Xxxxxxxxxxx in no event shall the obligations of CBG under the Undertaking to Pay be limited to the Group Shares issued to CBG under this agreement, or any monies received by the Bank pursuant to the exercise of enforcing its rights under clause 8.37 and 18 hereof, provided that nothing herein contained shall imply or otherwise suggest that Xxxxxxxxxxx is only entitled to enforce its rights under clause 7 and 18 in the Bank shall have all such event of a default as described by this sub-clause. The Buyer acknowledges that Xxxxxxxxxxx may enforce its rights and shall be permitted to take otherwise make any steps required for claim under the purpose terms of obtaining payment in full from CBG pursuant to the Undertaking to Pay. 8.5 Where Group Shares are transferred under clause 8.2(f), the Parties acknowledge 7 and confirm that, subject to the waiver of rights in accordance with clause of this Agreement, the Relationship Agreement shall continue to apply in accordance with its terms. 8.6 CBG hereby irrevocably appoints each member of the board of the Bank, from time to 18 at any time, as its attorney (each an Attorney), with full authority on its behalf and regardless of whether the Buyer is then in its name or otherwise and as security for default under the performance by CBG terms of its obligations under clause 8.2any provision of these conditions of sale.

PAYMENT AND DEFAULT. 8.1 CBG agrees and undertakes that the Undertaking to Pay 5.1 All accounts shall be discharged by CBG: (a) paid in full full, without any deduction or set-off, counterclaim, deduction or withholding (other than any deduction or withholding for tax required by law); and (b) within 30 days from date of statement. Accounts are not subject to a settlement discount unless agreed in accordance with clause 2.3 and, in any event, no later than 31 December 2014. 8.2 Co-operative Group writing between the CREDITOR and CBG hereby agree that, DEBTOR. The DEBTOR agrees that in the event of any portion of an invoice being disputed, the DEBTOR shall nevertheless forthwith pay the undisputed amount of such indebtedness according to the agreed terms of payment. 5.2 In the event of the DEBTOR not receiving monthly statements it is the responsibility of the DEBTOR to draw this to the attention of the CREDITOR so that there is statements may be provided to the DEBTOR in order for the DEBTOR to make timeous payments of the amount/s owing to the CREDITOR. 5.3 Should the DEBTOR default in paying its account strictly on due date or commit a breach of any of the obligations terms and conditions of its contract with the CREDITOR; or being an individual, die or be provisionally or finally sequestrated or surrender or make application to surrender his estate or commit any act of insolvency; or being a partnership, the partnership is terminated; or being a company or close corporation is placed under a provisional or final order of liquidation or judicial management; or has a judgement recorded against it which remains unsatisfied for seven days; or compromises or attempts to compromise generally with any of the Undertaking to Pay: (a) Default Interest shall accrue DEBTOR’S creditors; or enters into any transaction which has the effect of changing the beneficial ownership of the DEBTOR’S business; or if the DEBTOR as a separate payment obligation on company or close corporation enters into any outstanding amount transaction which has the effect of a change in the effective control of the Undertaking company or close corporation; then, without prejudice to Pay on a daily basisany other right, from the CREDITOR is entitled, but not compelled, to elect to – a). Treat as immediately due and payable all outstanding amounts which are not yet due and payable and to forthwith claim such amounts as well as any other amounts in arrears, and to cease performance of its obligations hereunder as well as any other contract with the DEBTOR until the DEBTOR has paid the aforesaid amounts and has remedied thebreach; b). Forthwith cancel this agreement and retake possession of any of the goods sold with full reservation of all rights to which the CREDITOR is entitled in terms of this agreement and the common law including the due date right to institute a claim for paymentdamages against the DEBTOR; (b) CBG waives all 5.4 The CREDITOR’S rights that it has in respect terms of the Group Shares, including rights to dividend, capital clause 5.3 above shall not be exhaustive and voting; (c) each of Co-operative Group and CBG waives all their respective rights that it may have under the Relationship Agreement without any effect on all obligations that it may shall be subject to under the Relationship Agreement, which shall survive without change; (d) CBG shall procure the immediate resignation of its nominee director(s) from the board of the Bank appointed pursuant in addition to the Relationship Agreement (the Nominee Directors(s)), failing which, the Bank may remove such Nominee Director(s), and CBG shall indemnify the Bank in full against any claim by any such Nominee Director(s) arising from this resignation or removal pursuant to this clause 8.2(d); (e) the Bank may exercise or direct the Security Trustee to exercise any or all of its CREDITOR’S common law rights, remedies, powers or discretions under the Finance Documents; and (f) CBG shall, at the request of the Bank, transfer all, or some, of the Group Shares with full title guarantee and free from all encumbrances to: (i) a third-party buyer as directed by Bank (a Third Party Transfer); or (ii) the Bank for nil consideration. 8.3 In respect of any transfer pursuant 5.5 The DEBTOR acknowledges that custom-made goods cannot easily be sold to clause 8.2(f) above, the Bank shall: (a) use reasonable endeavours (acting in good faith) to ensure that any Third Party Transfer is on terms as close to arms’ length as possible, and use any amount received from the relevant third party to reduce any amount outstanding to the Bank from CBG; (b) where the Bank determines to require the transfer of Group Shares to it pursuant to clause 8.2(f)(ii), the Bank may require the transfer of: (i) such proportion of the Group Shares as is equal to the outstanding amount of the Undertaking to Pay plus any Default Interest (at the time of the relevant breach of the obligation under the Undertaking to Pay) as a proportion of the Subscription Amount and the Undertaking to Pay plus any Default Interest shall, following such transfer, be discharged in its entirety; or (ii) such other number of Group Shares as the Bank shall specify (the Specified Shares), provided that the Specified Shares shall have a value no greater than the aggregate of the amount outstanding under the Undertaking to Pay and any Default Interest, and shall reduce such amount by the lower of: (A) the fair market value of the Group Shares so transferred to the Bank; and (B) where the Group Shares are retained or cancelled by the Bank, the aggregate amount that a third party (and accordingly should the DEBTOR cancel a custom-made goods order after the CREDITOR has commenced with such customization, the DEBTOR shall be liable for full payment of such order, notwithstanding such cancellation and non-delivery. 5.6 The DEBTOR will be liable for all “Strip and Quote” costs associated with the assessment of the part, item or third partiesvehicle should it be applicable for an accurate assessment of damages both internal and external. 5.7 The “Strip and Quote” charge is to be settled in full before the part, as item or vehicle may be removed from the case may be) pay to CREDITORS premises, should the Bank in consideration (including any deferred consideration) order or instruction for the issuance by the Bank of such number of ordinary shares in the Bank as is equal work to the number of Group Shares transferred pursuant to clause 8.2(f)(ii), whether performed be cancelled or not such shares are issued at a discount to their fair market value and provided that such ordinary shares are issued on or before the six month anniversary of the transfer of such Group Shares to the Bank pursuant to clause 8.2(f)(ii), provided further that if such lower amount exceeds the Undertaking to Pay, the Bank shall account to CBG for the differencewithheld. 8.4 No failure by the Bank to exercise, or delay in exercising, any right or remedy provided by law or under this Agreement shall impair such right or remedy, operate or be construed as a waiver or variation of it, constitute an affirmation of this Agreement, or preclude the exercise of such right or remedy at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any further or other exercise of it or the exercise of any other remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. For the avoidance of doubt, in no event shall the obligations of CBG under the Undertaking to Pay be limited to the Group Shares issued to CBG under this agreement, or any monies received by the Bank pursuant to the exercise of its rights under clause 8.3, and the Bank shall have all such rights and shall be permitted to take any steps required for the purpose of obtaining payment in full from CBG pursuant to the Undertaking to Pay. 8.5 Where Group Shares are transferred under clause 8.2(f), the Parties acknowledge and confirm that, subject to the waiver of rights in accordance with clause of this Agreement, the Relationship Agreement shall continue to apply in accordance with its terms. 8.6 CBG hereby irrevocably appoints each member of the board of the Bank, from time to time, as its attorney (each an Attorney), with full authority on its behalf and in its name or otherwise and as security for the performance by CBG of its obligations under clause 8.2