INTRODUCTION:
A. The Client is and/or will become indebted to Innovative Funding Solutions (Pty) Limited or its nominee from time to time (hereinafter referred to as the “IFS”) arising out of or in terms of the Funding Agreement made by the Client and accepted by IFS (“the agreement”).
B. Furthermore, the Client has agreed to cede to IFS ownership and claims against all its book debts, trading stock and assets, to the value of the capital sum due and payable to IFS, as continued covering security for payment thereof.
C. A specific list of assets is attached to this Cession.
WHEREAS IT IS AGREED AS FOLLOWS:
1. The Client hereby in general cede, assign and transfer unto and in favour of IFS all of the Client’s right, title and interest in the shares in the Client, personal assets, book debts, trading stock and assets (together with all rights of action arising thereunder) present and future, due and to become due to the Client, from whatsoever cause arising and by whomsoever owing.
2. This Cession shall endure for so long as the Client is indebted to IFS from any cause arising whatsoever.
3. This Cession is in addition to and supplements any other securities or guarantees which may already have been granted or may in the future be granted by the Client or by any other person or persons in respect of the Client’s indebtedness to IFS, and this Cession shall not derogate from the validity or operation of any such other securities or guarantees.
4. IFS shall further have the right through either its proper officers or duly appointed agents at all reasonable times to inspect all of the Client’s financial records.
5. IFS shall be entitled, and is hereby specifically authorised and empowered by the Client, to make such entries and endorsements in the Client’s records, accounts and books at any time to record this Cession, and at any time to take possession of the Client’s records, accounts and books, and the Client further agree to produce such records, accounts and books to IFS or any court of law when called upon by IFS to do so.
6. Upon the Client obtaining any document or instrument of debt evidencing any claim in the Client’s favour against any of the Client’s debtors, or the Client receiving any negotiable instrument for any debt owing to the Client, the Client will forthwith deliver such document, instrument of debt or negotiable instrument, as the case may be, to IFS in such manner and form as to constitute IFS the possessor or holder thereof and IFS shall thereupon be vested as pledgee in terms of this Cession with all the right, title and interest therein and thereto provided that any failure or omission on the Client’s part to comply with any of the provisions of this clause shall not affect any of IFS's rights under this Cession.
7. The Parties agree that if, after due demand, the Client failed to pay to IFS any amount lawfully owed by the Client to IFS, then IFS shall take ownership of the shares in the Client, personal assets, book debts, trading stock and assets, and the Client shall indemnify IFS against any and all debt of the Client which existed prior to the perfection of this Cession, and shall give notice of this fact and this Cession to all or any of the Client’s debtors.
8. The Client shall be liable to and shall reimburse IFS for all costs, including attorney and own client costs, incurred by IFS in relation to this Cession, and does further hereby absolve and hold IFS blameless for any loss or damage sustained in or by reason of the materialising of this Cession and any debt so existing in favour of the Client’s creditors.
9. The Parties agree and declare that a certificate purporting to be signed by any director or officer of IFS (whose appointment, qualification and authority shall not be necessary to prove) showing the amount of the Client’s indebtedness (due and payable or otherwise) from time to time to IFS, any interest due or accrued and/or the proceeds of any sale, assignment, transfer, collection, recovery, realisation or disposal of the said debts shall be prima facie evidence of the correctness of the matter contained in such certificate for all purposes including for the purposes of obtaining provisional sentence, summary judgement or judgement against the Parties.
10. The Parties hereby consent to IFS taking any legal proceedings for the recovery of any monies owing by the Client in terms of the agreement or otherwise, in any court of any district having jurisdiction over the Client, notwithstanding that the amount claimed might exceed the jurisdiction of such court in respect of the cause or causes of action.
11. The Parties record that there are no conditions precedent suspending or barring the operation of this Cession and IFS shall not be required to first pursue legal recourse against the Client prior to execution against any member of the Client.
12. Without derogating from any provisions herein, the agreement or any right to recourse as may be available to IFS in law, in the event of the Client failing to strictly abide by the conditions as contained herein and the agreement, and without any further required notice to the Parties, IFS shall be entitled to approach any court of competent jurisdiction and apply for this Cession to be made an order of court, which cost of application shall be for the account of the Client.
13. The Parties choose domicilium citandi et executandi for all purposes relating to this suretyship the particulars as a rerecorded in section C of the Application on overleaf.