Revolving Purchase Agreement [RPA] Offer – Terms & Conditions

What to do next and why it is important to ACT NOW

The Exchange is a fast moving, liquid market that operates on a ‘first come, first served’ basis. In accordance with the Allocation Policy, Provisional RPA Offers automatically EXPIRE, after 72 HOURS from time of issue (and must be re-issued). Funds allocated to unconfirmed RPA Offers are re-allocated to other Originators (and may not be re-issued for some time).

If you submit an enquiry online or request an RPA Offer by phone, email or in person, you may receive an email from the Trade Desk with a Provisional RPA Offer attached and if the terms of the offer are acceptable to you, it is IMPORTANT that you CONFIRM your acceptance (as instructed in the email used to send the RPA Offer) without delay. Also NOTE:- all offers are issued as Provisional RPA Offers only and are subject to formal approval. Receipt of a Provisional RPA Offer is not an indication that formal approval will occur. Formal approval of all RPA Offers is at the sole discretion of the Credebt Exchange® Trade Desk or Credebt Exchange® Treasury.

If you reply CONFIRM to a Provisional RPA Offer, and fail to complete the application process within 14 calendar days, the RPA Offer is automatically cancelled. Cancelled RPA offers are no longer valid and should not be relied upon. This does not mean that you cannot complete the application process at a later date. To recontinue an application, a new RPA Offer must be issued and confirmed by you. Credebt Exchange® is under no obligation to issue or re-issue RPA Offers.

RPA Offer Headings

All RPA Offers are issued in writing and will specify the terms of trade and charges that may be applied to the Originator account. These are explained as follows:

Facility Overview

Facility Overview heading indicates the Annual Target Rate [ATR]† for the RPA Offer

Currency

This indicates the primary purchasing currency, e.g. Euro, Pounds Sterling or US Dollar in accordance with the Exchange Fx Policy
d-ETR (customers): An Exchange Traded Receivable [ETR] is an invoice that is purchased by the Exchange. A d-ETR is a debtor or customer invoice. This field tells you what is the maximum value of d-ETR, or customer invoices, you can sell to the Exchange at any time

DSO

Day Sales Outstanding [DSO] is the average number of days your customers/debtors take to pay your invoices

d-RSA

If you divide the number of days in a Year (based on 360 days) by the DSO and multiply this by the d-ETR value, you can calculate the debtor-Revolving Sale Agreement [d-RSA] amount that the Exchange will purchase in 1 Year. As in this example: 360 / 60 = 6 x 1,000,000 = 6,000,000

c-ETR

An Exchange Traded Receivable [ETR] is an invoice that is purchased by the Exchange. A c-ETR is a creditor or supplier invoice. This field tells you what is the maximum value of c-ETR, or supplier invoices, the Exchange will pay ‘on demand’ at any time, subject to the c-ETR Policy

c-RSA

This is the total amount of the creditor-Revolving Sale Agreement [c-RSA] that the Exchange will pay on your behalf in 1 Year

RPA Overview


Cost of Funds & ATR

The cost of funds is calculated based on the Annual Target Rate [ATR]. The ATR is calculated the same way as Annual Percentage Rate [APR], subject to the correct trading balance between d-ETR and c-ETR invoices sold to and bought by the Exchange

Revolving Purchase

The uppermost amount of the Revolving ETR Sale Agreement [RSA] the Originator may utilise at any moment in time

Purchase Payment

The Purchase Payment percentage that is paid and transferred to the Originator against each Traded ETR on the Exchange

d-ETR Sell Rate

The Discount applied to each Traded ETR based on the number of days it is outstanding. The days are calculated by subtracting the Issue Date from the Expected Date

c-ETR Discount

The average discount expected from suppliers to the Originator that wish to avail of the supplier invoice/c-ETR ‘Payment on Demand’ service

o-ETR Enabled

Indicates if the RPA Offer will permit the trading in Order ETR/o-ETR subject to the Orders Policy. Unless otherwise specified in the Specific Conditions, all o-ETR attract a premium of 0.3750% that is added to the d-ETR Sell rate and remains effective until the entire order is settled, reconciled and approved by the Credebt Exchange® Trade Desk or Treasury. An order can be a Purchase Order from a customer/debtor, a contract, a ‘PO’ or any other document that is accepted by the Exchange as a bona fide order that will eventually become and d-ETR/invoice once the goods or services are delivered by the Originator

Specific Conditions

Indicates if there are any 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.

Monthly Fee

The Originator’s monthly Membership Fee, regardless of trading volume or value, until Membership is cancelled. This includes hourly fees for account management and administration

Posting Fee

The Posting Fee charged for every single invoice that is posted to the Trade Floor prior to becoming a Traded ETR

Arrangement Fee

Once-off charge for arranging the Originator Membership and/or for providing additional services to enable the account

Debtors Ratings Fee

EUR 11.75 charge for checking each debtor’s credit rating (whether the debtor is approved or not) when preparing to make the RPA Offer

Digi-Access™ Fee

Annual charge for the Digi-Access™ two factor authentication digital certificate necessary to access the Exchange

Processing Commission

The Processing Commission charge deducted from each and every payment transferred to the Originator, regardless of the value. Also, for every ETR, there is a Trade Commission

RPA Breakdown


Credebt Exchange® Document

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 the provisions contained within the Frequently Asked Questions [FAQ] section of this web site. All Originator and Agent Members of the Exchange are also bound by all of the provisions contained in this Document that may be amended from time to time. THIS IS AN IMPORTANT DOCUMENT AND IT SHOULD BE READ CAREFULLY TO ENSURE COMPLETE UNDERSTANDING PRIOR TO ACCEPTING ANY RPA OFFER. 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

Allocation

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 RPA 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 RPA 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 RPA 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, as defined in the Credebt Exchange® Master Agreement, 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 RPA Offer, any confirmed RPA Offer, impose limitations, charges, conditions, or restrictions upon the Originator, or terminate the Originator Membership, where Over Allocation occurs.


Orders

Orders Policy

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.


Payment

Payment Policy (abbreviated)

The Credebt Exchange® Payments Policy uses the trading industry standard of Tomorrow or the Next Day [TomNext]. 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 RPA Offer, or the Formal RPA 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. Important Note:- All Traded ETR supplied adhere to the Co-Operation Policy.


Reserve

Reserve Policy

The Reserve is paid to an Originator on reconciled trades only (referred to as R-Trades). 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 the credit note(s).

With exception of Outright ETR trades, allocated payments (referred to as A-Trades) continue to deduct the Sell Rate (as indicated on the Provisional RPA Offer Notice, or the Formal RPA 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 anyReserve is at the discretion of Credebt Exchange®. All Reserve payments must 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 EUR 400,000 and £600,000 and the total amount outstanding on Traded ETR in either currency is greater than EUR 400,000 or GBP 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 EUR 500,000 then Reserve payments commence after the initial Buy-Out cost of EUR 500,000 is paid in full.


Cash Balance

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 trade 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:

payment-new

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.


Credit Note

Credit Note Policy

The Credebt Exchange® Credit Notes 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 on an Originator account exceeds 1.00% of the total value of traded ETR, for each 1.00% the Purchase Price paid will be 5.00% less than the Purchase Price stated on the RPA Offer.


Overdue

Overdue Policy

In accordance with the Reserve Policy, payment of the Reserve to an Originator is made on R-Trades only. 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.


Repurchase

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.

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.


Collection Agent

Appointment as Agent

For the purpose of facilitating the collection and receipt of each Traded ETR, each Originator shall act as collection agent for Credebt Exchange® and in such capacity shall at its own expense, unless otherwise provided for in this Agreement, adhere to the ETR Collections Policy and collect (and take all such action or legal or other proceedings to enforce payment as Credebt Exchange® may require) all or any money owing in respect of each Traded ETR and ensure that the said monies collected by it are paid immediately into the relevant Member Account or to such other bank account as the Document Agent may advise in writing, from time to time, without any deduction whatsoever so that the same or the appropriate part thereof can be applied in accordance with the provisions of this Agreement or if instructed to do so by Credebt Exchange® shall pay all such money as is actually received and without any deduction whatsoever to any specified agent from time to time nominated by the Exchange.

Credebt Exchange® may at any time terminate an Originator’s appointment as collection agent under Section 6.13 of the Credebt Exchange® Master Agreement and by itself, the Servicer or any other appointed Person, collect each Traded ETR from the debtors, in which case the Originator undertakes to Credebt Exchange® that they will not interfere with the collection by Credebt Exchange® of any money owing in respect of each Traded ETR or request any debtor to make payment in respect of any Traded ETR otherwise than to Credebt Exchange® or as the Exchange from time to time may direct and will not otherwise attempt to divert any money owing in respect of each Receivables Property from Credebt Exchange® and that the Originators will not receive or collect or attempt to receive or collect from the debtors any such monies or any part of them to the intent that the Exchange shall have the sole right of collecting and enforcing payment of each Traded ETR and the Originators shall upon request co-operate and afford Credebt Exchange® all such assistance as Credebt Exchange® may require to procure such collection and enforcement. Credebt Exchange® undertakes not to terminate an Originator’s appointment as collection agent under Section 6.13 of the Credebt Exchange® Master Agreement except where it has a reasonable belief that it may be detrimental to the Exchange not to do so.


Co-Operation

Co-Operation Policy

In accordance with the Co-Operation Guarantee that every Originator must sign prior to trading, by submitting an ETR to seek an RPA Offer in respect of an ETR you represent and confirm that all the information submitted by the “Manager”, the Originator (if different) and employees or agents of the Originator in relation to the ETR is at all times genuine and valid and is not compromised or undermined in any way through negligence, insufficient or substandard goods or services or otherwise, and that there is no other information material to the ETR that has been withheld. In the event of this representation being untrue or incorrect in any way, then the Manager shall indemnify Credebt Exchange® against any loss or damage arising as a result of the Manager or the employees of the Originator arising out of this representation being untrue or submitting an ETR to seek an RPA Offer in respect of an ETR you represent and confirm that all the information submitted by the “Manager”, the Originator (if different) and employees or agents of the Originator in relation to the ETR is at all times valid and genuine and that there is no other information material to the ETR that has been withheld. In the event of this representation being untrue or incorrect in any way, then the Manager shall indemnify Credebt Exchange® against any loss or damage arising as a result of the Manager or the employees of the Originator arising out of this representation being untrue or incorrect.


c-ETR

c-ETR Policy

Unless previously agreed and confirmed with the Trade Desk, regardless of the fact that a Provisional RPA Offer displays a value for Payment on Demand, this service is not available for use until at least one trade cycle of d-ETR is completed. All c-ETR payments are directly linked to the d-ETR Purchase Payment percentage. Every RPA Offer has a Purchase Payment that is displayed as a percentage value, e.g. 70.00%. For example, an invoice/ETR with Face Value of 10,000 means that on the day it is purchased 7,000 is paid to the Originator. Because all c-ETR payments are directly linked to the d-ETR Purchase Payment percentage, this means that if there is a c-ETR payment of 2,000 being paid to a supplier in the same period, then the d-ETR Purchase Payment amount is automatically reduced by this amount. In this example, on the day the d-ETR is purchased, the payment will be 7,000 – 2,000 = 5,000 and is therefore not always the 70.00% indicated as the d-ETR Purchase Payment percentage.

All Originator applications for c-ETR Merchant Services (i.e. credit and debit card payments) are subject to approval by Credebt Exchange® and, in its sole discretion, all stock purchase requests may require the stock supplier to invoice Credebt Exchange Limited. Credebt Exchange® will document the exclusive authoritative record with respect to the ownership of all stock purchases. Each Originator absolutely, unconditionally and irrevocably agrees that the Credebt Exchange® records with respect to stock purchases and the ownership of the stock shall serve as the single and exclusive authoritative record


Audit Requirements

Random Audit Verification [RAV]

Regularly the Exchange system will randomly issue emails to Originators’ debtors/customers seeking confirmation of the outstanding balance of d-ETR/invoices on the Originators account with that debtor. These are infrequent in nature and should not interrupt the relationship between the Originator and debtor in any way. This is a mandatory practice that is carefully monitored and controlled by the Exchange Treasury Department to ensure matching balances between the Exchange Statement and that of the debtor

Monthly Requirement

In the absence of using an approved online accounting system like Xero, all Originators are required to provide information on a regular basis as indicated below. For the avoidance of doubt, Xero users are not required to provide this information.

The information that is required within 10 calendar days after each month end includes: Opening Aged debtor balance per the Originator’s accounting system; invoices traded in the period; Credit Notes uploaded in the period; and payments received by Credebt Exchange® or received by the Originator and passed to Credebt Exchange® in the period. In addition, an Detailed Aged debtor Analysis, Detailed Aged Creditor Analysis along with Originator Bank Statements are also required.

Quarterly Requirement

The information that is required within 10 calendar days after each quarter end includes: Month end aged debtor reports (summary version); Monthly sales ledger daybooks (Invoices, Credit Notes, debtor receipts, Discounts and any adjustments) since commencement of trading; Copy invoices and proof of delivery/satisfaction notes/signed timesheets/paper trail etc; Copy invoices and proof of delivery/satisfaction notes/signed timesheets/paper trail etc; Copy credit notes and back up information; Cash allocation reports and remittance advices; Latest Management Accounts (profit and loss, balance sheet and nominal ledger trial balance); Latest Credebt Exchange® Monthly Reconciliation of Aged Debtors; Monthly aged creditor reports (summary of last 3 months); Bank statements for all accounts in the company name from commencement of trading; Cashbook (if applicable); PAYE, VAT and other tax records, as applicable; Copies of Contracts or Agreements (whether customer or supplier), if applicable; and Credit insurance (as required and if applicable).


Foreign Exchange

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 Barclays 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 Barclays 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

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

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.

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”

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.

Fees” for account management and administration are are charged at EUR 147.50 per hour. In the unlikely event that the time required to adequately manage and/or administer the Originator account exceeds the monthly time allocation, additional fees will be charged at 7.5 minute intervals, or part thereof.

Issue Date” means the date the ETR was issued. When the invoice or order document is generated it has a date on it, this is the Issue Date. The Issue Date is subtracted from the Expected Date to calculate the number of days an ETR will be outstanding. For example, if an invoice dated 2016-01-01 is traded on 2016-02-01 and is not settled until 2016-03-31 then it will be outstanding 90 days (i.e. not 59 days)

Manager” means a person being a shareholder and/or director of the Originator organisation that has been approved as a Member of the Exchange.

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.

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 180 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.

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 Credebt Exchange® 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.

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

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.

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.

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 theReserve Policy for more information on how discretion may apply.

“Revolving ETR Purchase Agreement” [RPA] means Credebt Exchange® is confirming it will buy all the ETR in the Revolving ETR Sale Agreement [RSA] 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.

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 Credebt Exchange® 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 Purchase” means the Revolving Purchase value specified in the Revolving ETR Sale Agreement [RSA].

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

Settled ETR” means a Traded ETR that is Settled.

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®.

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.

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.