Advance Rate

Reflects the % of financing provided against an invoice balance.

The Advance rate for each debtor can be found under Advance Percentage in Schedule 1 of the Facility Agreement.

Example: If you have two invoices with (i) $100,000  Advance rate of 90%, and (ii) another invoice of $100,000 with an Advance rate of 100%, you could borrow a maximum of $190,000 against these two invoices

Collateral Days Age

Refers to the maximum age the collateral can have to be still considered collateral.

Example: The collateral days age has been contractually agreed to be 100 days. If all other criteria apply, such as the governing law of the uploaded trade agreement matches the governing law of the mututally signed security agreement and the open invoice was issued less than 100 days ago, it will be part of the collateral. Once the open invoice exceeds 100 days since issuance (or has been paid in the meantime) it will no longer form part of the collateral

Collection Account (Transaction Account)

All interest payments and loan repayments are to be transferred to the Collection Account (Transaction Account).

For Payment Instructions, please contact your Account Manager.

Concentration allowance

Maximum amount of Collateral stemming from invoices versus one debtor against the total available collateral

Example: If the concentration covenant was set at 50% versus one debtor (incl. its affiliates) and the total collateral amount outstanding is $1,000,000, not more than $500,000 may relate to one particular (financed) debtor.

Covenant

Promise to carry out (or not to carry out) certain activities and/ or ensure that certain thresholds are met

Example: Standard restrictions on dividends is a covenant that would limit a borrower’s ability to make any dividend payments to Shareholders

Credit Limit

The Credit Limit is the maximum permitted loan balance. The available amount you can drawdown under the Credit Limit can also be restricted by the minimum Collateralisation Ratio.

Debtor Limit

The maximum Credit Limit against a single qualifying Debtor

Example: If the limit against a qualified debtor was set at $300,000, we could only finance invoices against this qualifying Debtor up to $300,000. Those limits are variable and can be adjusted if suffiicient evidence (i.e. payment history) supports a larger debtor limit.

EURIBOR

Means the Euro Interbank offered rates, as per the Wall Street journal as displayed on www.wsj.com/mdc/public/page/2_3020-libor.html for the relevant period at 11.00 a.m. CET on the Advance Date

Facility Fee

The payable interest in relation to the outstanding loan and the corresponding maturity date.

Fee Account (Operating Account)

Non-interest and loan related payments (i.e., legal fees) are to be made into the Fee Account (Operating Account).

For Payment Instructions, please contact your Account Manager.

Invoice Financing Age

Age of the invoice from the day off issuance.

Example: If the invoice financing age was contractually set at 60 days, only those invoices can be financed, that were issued by the Borrower to a qualifying debtor no earlier than 60 days before the relevant offer date

Invoice Validation

Spot checks carried out by the Vane team to confirm the validity of Obligor’s invoices through looking at data from invoicing and campaign tracking systems.

Late Fee

Additional fee payment if the nominal amount gets repaid later than the actual maturity date of the loan.

LIBOR

Means the London Interbank offered rates, as per the Wall Street journal as displayed on www.wsj.com/mdc/public/page/2_3020-libor.html for the relevant period at 11.00 a.m. CET on the Advance Date

Maturity Date

The day on which the nominal amount of a loan becomes due and must be either repaid or can be rolled over. In case of a roll-over, it also marks the day on which the payable interest needs to have arrived in the Collection/Transaction account.

Minimum Collateralisation Ratio

The minimum aggregate invoice collateral that needs to be in excess of the aggregate outstanding loan amount at all times during the Facility.

Qualifying Debtor

Qualifying Debtors represent the highest quality portion of Obligor’s current trade receivables and thus have significance on the current business and cash flows of the Obligor.

When making an Advance you can draw against the individual limits of the Qualifying Debtors which are being defined in Schedule 1 of the Facility Agreement. Please note that we are updating Schedule 1 on a regular basis to ensure that we reflect your current debtor portfolio. In order to qualify debtors, 2 criteria need to be fulfilled:

• The Debtor has made a payment for an invoice to the Obligor in at least two out of the previous six months to within 20% of the amount invoiced that can be verified by a bank account statement or tracking dashboard
• The billings from the debtor for the previous twelve months amount to at least $10,000

In some cases, where the above criteria does not apply, there are exceptions which may come into play. Those exceptions are additional criteria that provide Vane with comfort that the debtor is of high quality and encompass:

• Debtor is owned by an entity with a public listing of bonds or stocks and does not account for more than 10% of outstanding aggregate trade receivables
• The debtor has at least one month of payment history and does not represent more than 20% of the Obligors portfolio of currently outstanding trade receivables
• Debtor represents <5% of Obligors currently outstanding trade receivables

Rollover

Refers to the renewal of the loan instead of repaying it at the maturity date (other than the interest which is being repaid before the Advance matures). The loan can then be "re-used" and is hence "rolled-over" into a new loan with a new maturity date and associated interest payment.