Receivables specific undertakings Clause Samples
Receivables specific undertakings. 8.2.1 For each Outstanding Purchased Receivable, the relevant Seller shall, promptly on becoming aware of it, notify the Bank of details in respect of:
(a) any dispute of the type described in Clause 7.2.10;
(b) any breach by the Eligible Buyer of any contract between that or any other Seller and the Eligible Buyer, the breach of which may indicate that the Eligible Buyer is unlikely to perform its obligation to pay any Purchased Receivable; or
(c) any Buyer Payment Problem Event occurring or becoming inevitable or likely.
8.2.2 For each Outstanding Purchased Receivable, the relevant Seller shall:
(a) comply with its material obligations under the Contract and/or Standard Contract;
(b) promptly on request provide the Bank with a copy of the invoice relating to that Purchased Receivable, the Contract and/or Standard Contract and any amendment to any of them that affects that Purchased Receivable and all other documents relating to that Purchased Receivable as the Bank may reasonably require;
(c) not, without the Bank's prior consent, change or waive the Payment Terms or change or waive any other term of the Contract and/or Standard Contract that may prejudicially affect that Purchased Receivable; and
(d) not assign, transfer or grant any Security or other interest over all or any part of the Purchased Receivable.
8.2.3 Each Seller undertakes that where:
(a) it has sent a Notice of Assignment to an Eligible Buyer on instructions of the Bank given in accordance with Clause 3.5.3; and
(b) such Notice of Assignment contains an instruction to such Eligible Buyer that payments of Purchased Receivables should be made directly to an account held by the Bank in the Bank's name (whether a Bank Collection Account or such other account as may be nominated by the Bank), it shall:
(i) subject to Clauses 13.4, until such time that it has made payment to the Bank in accordance with paragraph (ii) below, hold any Collections that it receives from such Eligible Buyer (or from any other source) in relation to any Purchased Receivable the subject of the relevant Notice of Assignment on trust for the Bank absolutely; and
(ii) promptly pay such amounts to the Bank.
8.2.4 Each Seller undertakes to permit the Bank to conduct one survey per calendar year with regard to the applicable Contracts, the Purchased Receivables and all rights related thereto at that Seller's relevant premises during normal business hours and upon reasonable notice (although no notice shall be given, and an...