In accordance with the Credebt Exchange® Master Agreement, and as defined therein, this is a Credebt Exchange® Document. All Originator and Agent Members of the Exchange are bound by all of the provisions contained in this Document. THIS IS AN IMPORTANT DOCUMENT AND IT SHOULD BE READ CAREFULLY TO ENSURE COMPLETE UNDERSTANDING. If you have any queries in relation to this Document, the online form is the most efficient way to contact us, or you can email us with any queries.

A confirmed RPA Offer and operational Originator trading account is not an undertaking or binding obligation on Credebt Exchange® that any Order ETR/o-ETR will be Traded. o-ETR submitted to the Exchange may be subject to information requests from the Credebt Exchange® Trade Desk. The Trade Desk will have sole discretion in assessing the adequacy, applicability and completeness of all information requests. Incomplete information requests will result in the o-ETR being rejected. Completed information requests will be assessed by Credebt Exchange® Treasury. Treasury will have sole discretion in deciding whether to reject or to trade an o-ETR.

All o-ETR will be Traded in accordance with the Credebt Exchange® Master Agreement and may be subject to Specific Conditions that are set by Treasury at its sole discretion. Specific Conditions may include, but are not limited to: (i) a Sell Rate that is greater than the d-ETR Sell Rate specified in the original RPA Offer used to confirm and open an Originator trading account; (ii) collections performance parameters that differ from the Collections Policy; (iii) Reserve parameters that differ from the Reserve Policy; (iv) other Specific Conditions set by the Trade Desk or Treasury at their sole discretion.

Regardless of any and all circumstances, once Traded, an o-ETR cannot be altered or changed in any way. Regardless of the association that an Originator may insist upon, all requests to change an existing o-ETR will be treated as an independent, new and unrelated o-ETR submission.

Definitions

“Specific Conditions” means there are requirements, that are outside the standard terms & conditions of trade, that the Originator must comply with in order to trade on the Exchange. Such conditions are set at the sole discretion of the Credebt Exchange® Trade Desk or Treasury and are issued to the Originator by written communications.

ETR Collections Policy

The Credebt Exchange® Collections Policy is an important reference document and should be downloaded and shared with all Originator personnel responsible for the timely collections of outstanding Traded ETR. As specified in the Collections Policy sub section 5.3 and in accordance with sub section 6.13 of the Credebt Exchange® Master Agreement, paraphrased here for the purpose of highlighting specific parts of the terms: “…each Originator shall act as collection agent for the Investor and in such capacity shall at its own expense, unless otherwise provided for, adhere to the ETR Collections Policy and collect all or any money owing in respect of each Traded ETR…without any deduction whatsoever so that the same or the appropriate part thereof can be applied…”. Additionally, in sub section 6.14 it should be noted that: “…the Originator (subject to applicable law) hereby irrevocably appoints the Servicer (with power to delegate) as the Originatorв’s attorney, to take such actions, and execute and deliver such instruments and documents in the Originatorв’s name, as the Servicer deems proper in order to make collection of and otherwise realise the benefits of any Traded ETR.” For the avoidance of doubt, all monies received by an Originator, whether payment in part or full, as payment against a Traded ETR must be sent to Credebt Exchange®. There is no exception to this policy under any circumstances (e.g. payment off-set, Reserve off-set, Buy-Out offset, etc).

Overdue Policy

Purchase Payments may be affected if the Overdue Balance on the Exchange Trade Centre | Transaction Statement is greater than zero, i.e. if ETR are not settled on or before the Expected Date.

In accordance with the Reserve Policy, payment of the Reserve to an Originator is made on R-Trades only (for more information, see the Transaction Manual). In addition to the Reserve Policy on R-Trades, payment of the Reserve to an Originator will always be less than the total balance of all Overdue Now balances. Overdue Now and Reserve balances are clearly displayed at the bottom of the Exchange Trade Centre | Transaction Statement. For example, if on the Transaction Statement the R-Trades Reserve balance is EUR 10,000 but the Overdue Now balance is also EUR 10,000 then no Reserve is due. If however the Overdue Now balance was EUR 7,000 then EUR 3,000 would be due and paid. It is therefore VERY IMPORTANT that the Overdue Now balance is maintained at 0.00 at all times.

Allocation Policy

As a market maker, Credebt Exchange® manages an orderly market using this Allocation Policy to govern the equitable and efficient use of funds on the Exchange. As specified in the RSA Offer, the Revolving Purchase is confirmed by the Originator and accordingly Credebt Exchange® allocates the funds. To avoid Over Allocation, all funds allocated to all Originators must be substantially utilised (i.e. at least 75% used) within 30-days from the date of allocation.

The Revolving Purchase value specified in the RSA Offer is the Allocation Limit and should not be exceeded at any time. If an Originator requires a limit increase, Credebt Exchange® may issue an updated Formal RSA Offer with a new Allocation Limit. Exceeding the current Formal RSA Offer Allocation Limit is a Prohibited Practice (as defined in the Credebt Exchange® Master Agreement) and may result in funds being unavailable, or restricted.

Over Allocation is a Prohibited Practice because, as defined in the Credebt Exchange® Master Agreement, it may cause a disorderly market and is detrimental to the best interests of the Exchange and its Members. Credebt Exchange®, in its sole discretion, may cancel, or replace with an alternative RSA Offer, any confirmed RSA Offer, impose limitations, charges, conditions, or restrictions upon the Originator, or terminate the Originator Membership, where Over Allocation occurs.

Cash Balance Policy

Reconciled receipts occur automatically when a payment is received that has the exact same value as the Face Value of a single Traded ETR. With exception of Outright ETR trades, the Reserve paid to the Originator is calculated based on the time it takes for a Traded ETR to be Settled (commonly referred to as Day Sales Outstanding [DSO] in accounting terminology). In the case of Outright ETR, the Sell Rate is fixed, regardless of when it is Settled. For automatically reconciled receipts, determining the DSO is simply a case of subtracting the Purchase Date from the Payment Date. As explained in the following paragraphs, determining the DSO for payments against multiple ETR is not straightforward.

Frequently, debtor payments do not match the exact Face Value of Traded ETR. Regularly, payments are intended for multiple Traded ETR and even multiple debtors. It is neither practical nor plausible to expect Originators to manually reconcile their debtor balances on a regular basis and/or at a specific time, or day. In the absence of perfectly reconciled debtor balances, it is important that the Reserve is paid efficiently. Ensuring that the Reserve on every Traded ETR (whether reconciled or not) is paid at the earliest possible time is the governed by the Credebt Exchange® Cash Balance Policy.

The Credebt Exchange® Cash Balance Policy governs the system that calculates the Reserve based on the commonly accepted and recognised accounting principal of First In, First Out [FIFO]. FIFO is typically used to calculate the value of inventory at the end of any specific period and, when adapted for Traded ETR, the FIFO method means that Traded ETR purchased first are Settled/paid first and newer ETR remain unpaid.

With exception of Outright ETR trades (because the Sell Rate is fixed, regardless of when it is Settled), using the FIFO method, the DSO is calculated using the oldest Purchase Date for multiple Traded ETR assigned to a single debtor payment. Similarly, an Originator remitting a single payment against multiple ETR, payable by multiple debtors, uses the same method. TARGET2 specifies the number of days in a month and the Reserve for all ETR is consistently calculated as follows:

Reserve = Face Value – (Face Value x RSA x DSO)/30 – Purchase Price*

* For every day that the ETR remains unpaid it is this formula that is used to calculate the reduced Reserve, less any processing commission.

With the Credebt Exchange® Cash Balance Policy ensuring that the oldest Traded ETR are assigned to the oldest payments, the oldest ETR are automatically regarded as Settled and newer Traded ETR are assigned to ending balances. The actual flow of Traded ETR and Settled ETR may not exactly match the FIFO pattern but the balance outstanding against unpaid ETR will always be correct. The following example illustrates the FIFO method used in the Credebt Exchange® Cash Balance Policy:

As an example, a debtor with three Traded ETR due to be Settled in 90-Days on different Expected Dates, makes a single payment against all three ETR, two of which are paid before their Expected Date. The Settlement Date is the date the payment is identified in the Account Bank. Using the FIFO method for the Purchase Date, the Exchange must use the oldest ETR. This means that in practical terms that although the payment on two of the ETR was before the Expected Date, the Exchange sets the Purchase Date for all three as the same date. Using the Purchase Date set by the Exchange, this is subtracted from the Settlement Date to give the DSO. The Reserve is then calculated based on this DSO. In this example, in real terms it is possible that two of the ETR that were paid early, were calculated as being outstanding for longer than they actually were. If there is an over/under payment to the Originator, this can be adjusted when the Originator submits an agreed reconciliation for the account.

Further details that support this Cash Balance Policy and explain how to read and understand Exchange statements and communicate transactions to the Exchange can be found in the Exchange Reconciliations reference section. The Exchange Transaction Manual is a supporting document that should also be read to gain a complete understanding of Exchange Trading and Settlement policies.

Definitions

“Business Day” means any day that is not a Saturday, Sunday or a day on which commercial banks are authorised or required by law to remain closed

“ETR” means the sale and purchase of invoices issued under Contract for the supply of goods and services and such invoices, so offered, are fixed value Exchange Traded Receivables or “ETR”

“Eligible ETR” means (a) with respect to any Future ETR, any ETR upon becoming existent, or (b) any Existing ETR, in both cases complying with any and all eligibility criteria set forth in Section 6.8.2 of the Master Agreement, as follows:

(i) the terms of such ETR submitted to the Exchange are true and correct and have been confirmed by the Originator through the Exchange by means of a posting by the Originator on, or other computer transmission sent by the Originator to, the Exchange, which shall in each case shall include the following information: Face Value, payment terms, debtor name, Expected Date and any other information required by the Exchange system when trading over the Exchange;

(ii) (a) by its terms is due and payable by the debtor on or prior to the Maximum Maturity Date and (b) has not been compromised, adjusted or modified (including by the extension of time for payment or the granting of any discounts, allowances, credits or Dilution), except as reflected in the Face Amount thereof;

(iii) arises under a Contract that, together with such ETR, is in full force and effect and constitutes the legal, valid and binding obligation of the debtor enforceable against the debtor in accordance with its terms, and is not subject to any Dispute;

(iv) all goods and services represented by the ETR have been fully delivered and performed (except post-delivery obligations including, without limitation, warranties) and at any time prior to the Settlement Date, the debtor does not deny any or all money owing in respect of the ETR;

(v) arises under a Contract that permits assignment or does not require the debtor to consent to the transfer, sale or assignment of the rights and duties of the Originator under such Contract;

(vi) arises under a Contract (a) that contains an obligation to pay a specified sum of money equal to the Face Amount of such ETR, contingent only upon the sale of goods or the provision of services by the Originator, and (b) with respect to which the Originator has performed all obligations required to be performed by it thereunder, including shipment of the goods and/or the performance of the services purchased thereunder;

(vii) arises solely from the sale of goods or the provision of services to the debtor by the Originator in the ordinary course of the Originator’s business, and not by any other Person (in whole or in part);

(viii) together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto, or any agreement of the Originator;

(ix) is not an ETR (a) as to which any payment, or part thereof, has been made on or after the original due date for such payment, (b) as to which an Insolvency Event occurs with respect to the debtor, or (c) which is identified by the Servicer as uncollectible; and

(x) in respect of each Traded ETR, the debtor has been notified (which notification has not been countermanded) of such purchase made in the form of the Notice of Assignment.

“Expected Date” means the date on which an Originator expects the Settlement Date of a Traded ETR will occur, being no later than the Maximum Maturity Date.

“Face Value” means, at any time and from time to time, the total amount then outstanding in respect of the ETR inclusive of all charges, taxes, surcharges and delivery charges.

“Maximum Maturity Date” means, for any ETR, a maximum number of days from the relevant Purchase Date, as specified by Credebt Exchange®, from time to time. Currently, the maximum number is 179 days.

“Over Allocation” means an Originator agrees to sell on a revolving basis ETR at a fixed value with a specific total value, over a fixed period of time and which the Originator does not substantially meet their obligation, or does not exceed a minimum of 75.00 per cent of their obligation on a recurring basis.

“Allocation Limit” means an Originator agrees not sell ETR with a combined total value that is greater than the value of the Revolving Purchase.

“Revolving Purchase” means the Revolving Purchase value specified in the Revolving ETR Sale Agreement [RSA].

“Payment Date” means either the Expected Date or the Settlement Date, whichever is later.

“Purchase Date” means:

(i) for any Eligible ETR that is Existing ETR, the date on the ETR for which Credebt Exchange® receives an Accepted Bid for such Traded ETR in the applicable Offer;

(ii) for any Revolving ETR that is a Future ETR, the date on which the Credebt Exchange® issues a Revolving ETR Purchase Notice, provided that, in any such case, the Future ETR has come into existence during the Revolving ETR Period; provided that, in each such case, that the ETR is authenticated by the Document Agent; and provided further that, in each such case, the Purchase Price is paid by the Investor by means of certified electronic transfer with notification from Credebt Exchange® of the certified transfer of such Purchase Price from the Account Bank to the Originator.

“Purchase Price” means the Face Value of the Traded ETR less the Applicable Discount.

“Reserve” means, in the case of a Managed ETR, or a Performance ETR (including any Revolving ETR that is also a Managed ETR or a Performance ETR), subject to the Discount Percentage applied to the Traded ETR, a reserve amount not to exceed 20.00 per cent of the Face Value of a Traded ETR or such other amount as Credebt Exchange® may, from time to time, at its discretion, specify. Refer to the Reserve Policy for more information on how discretion may apply.

“Revolving ETR” means any Eligible ETR, which an Originator agrees to sell on a revolving basis ETR at a fixed Discount Rate with a specific total value and over a fixed period of time and which an Investor agrees to purchase from time to time from such Originator on a revolving basis ETR at the same Discount Percentage in an amount not to exceed, at any time, its Revolving ETR Limit.

“Revolving ETR Sale Agreement” [RSA] means a Revolving ETR sale agreement signed by the Originator confirming the terms of the sale, during the applicable Revolving ETR Period, of Revolving ETR which is the subject of an Offer.

“Settled” means a Traded ETR that is paid in full by the debtor.

“Settlement Date” means the date on which a Traded ETR is paid in full by the debtor and is a recorded and allocated receipt in the Account Bank as determined by Credebt Exchange®.

“Traded ETR” means each ETR which has been sold in accordance with the Master Agreement together with all Collections and Related Rights with respect to such ETR.

Credit Note Policy

The Credebt Exchange® Credit Note Policy requires that all rebates, credits, off-sets, credit notes or any deduction that affects the Face Value of a Traded ETR, regardless of how the deduction was arrived at, is documented in an official Credit Note by the Originator and issued to Credebt Exchange®. Credit Notes are automatically deducted from the Originator Reserve balance and does not affect the Face Value of Traded ETR. IMPORTANT: Where the total value of Credit Notes issued by an Originator exceeds 1.0% of the total value of ETR traded by that Originator in any given period, for each and every 1.0% increase, the Purchase Price stated on the RPA Offer will be reduced by 5.0%.

Purchase Policy

On all trades where the ETR has a Face Value of 20,000 or more, a Purchase order Document/Proof of Delivery/Proof of Debt [PoD] is mandatory. The PoD requirement may be requested on ETR trades of a lesser value, at the discretion of Credebt Exchange®. A PoD may be in the form of a Purchase Order from the debtor, an Email order from the debtor showing the price agreed, a signed proof of delivery document, a signed contract, email confirmation of a contract stating its value, a verification from the debtor in response to a Confirmation Request from Credebt Exchange®, or other method that satisfies Credebt Exchange® Treasury.

Repurchase Policy Event

An ETR Repurchase may be used whenever a Traded ETR must be refunded. The Trade Desk ETR Off-Set notice will advise the Originator that an ETR must be refunded. The ETR Off-Set occurs in priority to an ETR Repurchase. Within 72-hours of an ETR Off-Set notice being issued, the Originator must send an ETR of the same value as the ETR that must be refunded. In the absence of a suitable ETR of the same value, in accordance with the Credebt Exchange® Master Agreement, an ETR Repurchase event will occur.

ETR Repurchase refunds the Investor according to the Repurchase Price. For Outright ETR trades, the Repurchase Price is the Face Value plus the Credebt Exchange® commission. For all other ETR, the Repurchase Price is the Purchase Price plus the RSA charged on a 1/30 basis.

Repurchase Price = Purchase Price + (RSA x DSO)/30 *

* It is this formula that is used to calculate the Repurchase Price, less any processing commission.

Definitions

“Repurchase Price” means with respect to any Traded ETR to be retransferred pursuant to Section 6.12 of the Credebt Exchange® Master Agreement, the Purchase Price of such Traded ETR, plus the daily Discount Percentage for each day that such Traded ETR is outstanding less any applicable fees and/or commissions as Credebt Exchange® may, from time to time, at its discretion, specify.

Reconciliations Policy

Prior to paying any Reserve to the Originator, each debtor account must be reconciled to ensure all R-Trades are identified (for more information, see the Transaction Manual). The Originator has the option of using the Transaction Update menu item and Reconcile a Debtor Account option on the Manual Transactions interface and reconciling their own debtor accounts.

Alternatively, using the same Reconcile a Debtor Account interface, if the Originator selects the option ‘Credebt Exchange® to Reconcile’, the Originator agrees to accept all reconciliations changes to the specified Debtor Account without dispute and without the right to have the reconciliation subsequently changed in any way. In selecting the option ‘Credebt Exchange® to Reconcile’ the Originator also consents to the processing commission for each debtor, each time a reconciliation is requested. Said charge will be automatically deducted on each Reserve payment event.

Reserve Policy

The Reserve is paid to an Originator on R-Trades, i.e. properly reconciled Debtor Accounts only (for more information, see the Transaction Manual). Payment of any Reserve to an originator is subject to the Overdue Policy and, in accordance with the Credit Note Policy, the R-Trade Reserve amount is paid after deducting the value of any credit note(s). R-Trades are paid before 12:00PM today (if this is a Business Day) using the trading industry standard of Tomorrow or the Next Day [TomNext]. Originators can reconcile Debtor Accounts using the Transaction Update menu item and Reconciliation option on the Manual Transactions interface.

Alternatively and subject to the Reconciliation Policy, using the Reconciliation interface, the Originator can select the option ‘Credebt Exchange® to Reconcile’ and request Credebt Exchange® to provide the reconciliation.

With exception of Outright ETR trades, allocated payments (referred to as A-Trades as explained in the Transaction Manual) continue to deduct the Sell Rate (as indicated on the Provisional RSA Offer Notice, or the Formal RSA Offer if provided and whichever is the most current) divided by 30 to calculate a single day, as illustrated in the Cash Balance Policy DSO calculation, for each day the it remains an A-Trade. Once the A-Trade is reconciled/converted to an R-Trade, the daily calculation of the Sell Rate ceases to use the current date and uses the Settlement Date. In the case of Outright ETR, the Sell Rate is fixed, regardless of when it is Settled. As an R-Trade, the Sell Rate is fixed and payable in accordance with this policy.

In accordance with the Credebt Exchange® Master Agreement, the Originator’s entitlement to any Reserve is at the discretion of Credebt Exchange® if the Traded ETR is Settled on or prior to the Maximum Maturity Date. All Reserve payments must also be agreed on, or before, the Maximum Maturity Date. Reserve payments not agreed prior to the Maximum Maturity Date, automatically expire and no Reserve payment is due. All Reserve payments are subject to the Fx Policy.

High-Risk Debtors are debtors with any bad credit rating from a Rating Agency. Traded ETR from High-Risk Debtors, will affect all Reserve payments to the Originator. The Face Value of all Traded ETR from all High-Risk Debtors that are not Settled are deducted from any Reserve payment. Originators trade in High-Risk Debtor ETR at their own risk.

High-Risk ETR are Traded ETR purchased close to, or after, the Maximum Maturity Date. High-Risk ETR, will affect all Reserve payments to the Originator. The Face Value of all High-Risk ETR that are not Settled are deducted from any Reserve payment. Originators trade in High-Risk ETR at their own risk.

For any Originator that is a debtor of another Originator, any amount payable by the debtor to the Originator may be set-off by Credebt Exchange® against any amount payable by the Exchange to that Originator.

Reserve payments that are agreed prior to the Maximum Maturity Date, are only made when the total amount outstanding is less than the confirmed Revolving Sale Agreement [RSA]. For example, if the RSA displayed on the Exchange Trade Centre | Transaction Statement shows €400,000 and £600,000 and the total amount outstanding on Traded ETR in either currency is greater than €400,000 or £600,000 then no Reserve payment will be made until the total amount outstanding in both currencies is less than the RSA values displayed.

Reserve payments to Originator’s that opt to have Credebt Exchange® undertake a Buy-Out (i.e. purchase all outstanding invoices and fees from an IDF provider) are only made when the total amount outstanding is less than the Buy-Out value. For example, if the Buy-Out cost was €500,000 then Reserve payments commence after the initial Buy-Out cost of €500,000 is paid in full.

Definitions

“Rating Agency” means Credebt Exchange®, AIG or any other insurance provider as Credebt Exchange® may in its sole discretion think fit and any internationally recognised rating agency that provides Ratings relating to the credit history and creditworthiness of corporate or sovereign entities.

“Ratings” means any credit ratings assigned by a Rating Agency in respect of any corporate or sovereign entities from time to time.

Payment Policy

The Credebt Exchange® Payments Policy uses the trading industry standard of Tomorrow or the Next Day [TomNext] on all ETR Trades received before 01:00PM today (if this is a Business Day). Unless Same-Day payment (at a cost of €17.50) is specifically requested by the Originator, all Purchase Price and Reserve payments are TomNext. Please allow at least 72 hours for all TomNext payments to be processed before reporting a payment as ‘missing’. Some banks do not process payments as efficiently as others. As indicated on the Provisional RSA Offer, or the Formal RSA Offer if provided and whichever is the most current, a Trade Commission charge is automatically deducted from every payment transfer to an Originator, regardless of value.

Additionally and in accordance with the Credebt Exchange® Master Agreement, each Member shall immediately pay to Credebt Exchange® the amount of any payment that Credebt Exchange® may have previously made to the Member, and which Credebt Exchange®, in its administrative capacity, determines should or must be reversed. The Member shall pay such amounts to Credebt Exchange® immediately following demand, without any ability to dispute such payment, which right is hereby waived. The Member further agrees that Credebt Exchange® may setup or initiate transfers out of the Member Collection Account, or from the Member Payment Account, to pay such amounts owed to Credebt Exchange®, or alternatively, Credebt Exchange® may set-off the amount so owed against any sum that may then or thereafter be owed to the Member.

Payment Returns Policy

When Credebt Exchange® receives a payment from a debtor for an invoice/ETR that was not Traded on the Exchange the payment will be returned in accordance with this Returns Payment Policy. All such payments for ETR not Traded on the Exchange are hereinafter called ‘Returns’. Returns to an Originator are subject this Returns Payment Policy and are also subject to the Overdue Policy.

Returns may be affected if the Overdue Balance on the Exchange Trade Centre | Transaction Statement is greater than zero, i.e. if ETR are not Settled on or before the Expected Date.

In accordance with this Returns Payment Policy, payment of any Returns amount due to an Originator is only made if all accounts are reconciled, i.e. all Exchange Statements show R-Trades only, as explained and documented in the Reconciliation Policy. In accordance with this Returns Payment Policy, the value of the Returns payment amount due to an Originator will always be less than the total balance of the Overdue Now balance. The Overdue Now balance is clearly displayed at the bottom of the Exchange Trade Centre | Transaction Statement.

For example, if on the Returns amount due is 10,000 but the Overdue Now balance on Transaction Statement is also 10,000 then no Returns payment is due until the Overdue Balance value is 0.00. If however the Overdue Now balance value was 7,000 then 3,000 would be due and payable. It is therefore very important that the Overdue Now balance is maintained at 0.00 at all times.

Policy Events

All debtor applications for trading are subject to approval by Credebt Exchange®, in its sole discretion, and shall be effective at such time as may be determined by Credebt Exchange®. A debtor application status shall have no recourse against Credebt Exchange® in the event that its application is Suspended, Prohibited or Terminated.

The following debtor Events can occur at any time and may, or may not, occur without any prior warning:

Prohibited Event

Debtors that object to an Originator selling their invoices to Credebt Exchange® are prohibited from being traded on the Exchange

How to solve this

Convince the debtor that working with the Exchange will enhance your working capital base and strengthen your business with them. It is also worth pointing out that less than 1% of Debtors have ever refused to co-operate with Credebt Exchange®

Suspended Event

Debtors are typically suspended because the balance outstanding on their account exceeds its agreed limit, or because there has been no payment from the debtor for a prolonged period of time. There are other instances where, through no fault of the Originator’s ability to get paid on time, a debtor is still suspended. As a market maker, Credebt Exchange® assumes the risk of holding ETR on behalf of the Investors and may have other reasons for suspending a debtor that are outside of the Originator’s control

How to solve this

Get the debtor to make the payment(s) necessary to bring the balance outstanding to a significantly lower level

Terminated Event

A termination event typically follows a suspension event where, despite warnings and notifications, the balance outstanding on a Debtor Account exceeds its agreed limit and/or because there has been no payment from the debtor

How to solve this

Termination events are unusual, severe and rarely reversible

All Traded ETR that are not Settled prior to the debtor being suspended, prohibited or terminated remains in full effect as if the status of the debtor status was Authorised and unchanged. Any debtor that is Suspended or Terminated occurs for commercial reasons and the Originator should treat any such status change as a serious matter requiring immediate attention and action.

Foreign Exchange [Fx] Policy

Credebt Exchange® does not offer any Foreign Exchange [Fx] services. Originators that want to hedge foreign exchange exposure should seek the services of an Fx service provider. The Credebt Exchange® Fx Policy does not permit any foreign exchange exposure to the Exchange or to Investors. Originators that Sell ETR in EUR, GBP or USD receive all payments in EUR unless they specify a bank account that will accept other currencies, e.g. GBP or USD by using the Add new Currency menu item from the Exchange Trade Centre. Any Originator that has not specified a bank account for receiving payments in another currency other than EUR will receive the Purchase Price of all ETR, with a Face Value in GBP or USD, in EUR using the foreign exchange rate offered by Barcalys Bank on the date the ETR is Traded. When the Reserve is due and payable, payment will be in EUR at the same Fx rate as the Purchase Price, unless the Barcalys Bank Fx rate on the Reserve payment date is less, in which case the lower amount will be paid. At the sole discretion of the Exchange, this lower amount payable will include deductions for any reduction in the value of the Purchase Payment made by the Exchange due to Fx rate changes. A credit note or Specific Deduction will also affect the value of the Reserve payment. Originators that specify bank accounts in currencies other than the currency specified in the original RPA Offer used to confirm and open their trading account may be subject to a Margin Call at the sole discretion of the Exchange. A credit note, Specific Deduction or Fx loss that results in a Margin Call will be for the value of that loss and will result in a reduction of the Reserves and other funds, including reductions on the Purchase Price, due to the Originator. The value of any reduction will be equal to the Fx loss specified on each of the referenced trades.

Definitions

“Margin Call” means a specific value equal to the Fx loss specified on an any specific trade, relative to the currency documented in the RPA Offer used to confirm and open the Originator trading account, that is deducted from and noted on the specific Originator’s Exchange Statement where the Fx loss occurred.

“Purchase Payment” means the percentage of the Face Value of the ETR that is paid and transferred to the Originator against each Traded ETR on the Exchange.

“Specific Deduction” means a discount, rebate, refund, reduced payment, early payment discount or any other transaction event that affects the Face Value of the ETR by reducing the amount paid to achieve a Settled ETR.

Credit Insurance Policy

Credebt Exchange® does not sell or arrange credit insurance, however it may require an Originator to credit insure the invoices/ETR they sell to the Exchange. If Membership of the Exchange is conditional upon the Originator purchasing credit insurance, it is also their sole responsibility to ensure the policy is maintained, correctly managed and all premiums must be paid in accordance with policy terms. Should any aspect of the credit insurance policy lapse, any special conditions be attached, any debtor be disallowed, or any change whatsoever be made to the policy, the Originator must inform the Exchange within 48 hours of the change being notified to them. Credebt Exchange Limited must be noted as Trade Financier on the policy and a copy of the current policy must be provided to Credebt Exchange®.

Failure to notify the Exchange of any amendments or changes to the policy will immediately result in the activation of the Cancellation Terms of the Co-Operation Guarantee. Specifically, under section 5.3 will result the Manager becoming immediately liable to pay to the Exchange all outstanding indebtedness due to Exchange by the Originator without limit and a certificate issued by the Exchange to the Manager certifying a stated amount as being due and payable shall be conclusive evidence of such amount due and payable, save in the case of manifest error.

Obligations Policy

Originators are obligated to notify the Credebt Exchange® Treasury team within 72 hours if any of the following events occur:

1. if a Resolution is passed by the Board of Director to appoint Liquidator or Examiner to the Business.

2. if an Originator receives notice from a Creditor or any other third party of their intention to appoint a Administrator, Liquidator or Receiver.

3. if a 21 Day Notice is served on the business or on its legal representative

4. after appointment of an Administrator, Liquidator or Receiver

5. Notice from your bank, or other financial institution or lender, to recall all, or part, of any outstanding loan

6. Notice from any party to crystallise a debenture / mortgage / charge or lien registered on the business.

7. Threat, Notice or commencement of any legal proceedings against the company or its directors.

8. Registration of any Judgement against the business

9. Notice that any Director or Secretary of the business is being investigated by Director of Corporate Enforcement.