Common use of Exclusion Process Clause in Contracts

Exclusion Process. (a) At any time, the Counterparty may (but shall not be obliged to) verify whether an SME Transaction included in the Portfolio is an Eligible SME Transaction or a Non Eligible SME Transaction and whether its inclusion in the Portfolio is in compliance with the terms of this Agreement. (b) Subject to Clause 6.2(d) and 6.2(e) below, if an SME Transaction included in the Portfolio is or becomes a Non Eligible SME Transaction: (i) the Intermediary shall upon becoming aware of the same (also by way of the Exclusion Notice sent by the Counterparty), include such information in the immediately following Report delivered to the Counterparty, and (ii) the Counterparty may at any time upon becoming aware of the same (except if it has already been notified thereof by the Intermediary in accordance with Clause 6.2(b)(i) above) notify the Intermediary of the same by sending an Exclusion Notice identifying such Non Eligible SME Transaction, whereupon that SME Transaction shall be excluded from the Portfolio (such SME Transaction being an “Excluded SME Transaction”) as of the date on which it became a Non Eligible SME Transaction (or, with respect to Eligibility Criteria which were not complied with on the date of inclusion in the Portfolio, on the date on which the relevant SME Transaction was included in the Portfolio) (any such dates, an “Exclusion Date”). On the Exclusion Date, the Actual Portfolio Volume will be reduced pro tanto. (c) Without prejudice to Clause 6.2(b) above, any SME Transaction affected by an Irregularity shall be deemed to be a Non Eligible SME Transaction. If the Irregularity affects part of such SME Transaction (the “Affected Portion”), such Affected Portion shall be deemed to be a Non Eligible SME Transaction. If the Irregularity consists of a fraudulent activity in relation to the SME Transaction (or relevant part thereof) or the fraudulent or illegal use of the proceeds of that SME Transaction by the relevant SME, then the entire amount of that SME Transaction shall be deemed to be a Non Eligible SME Transaction. If an SME Transaction (or a portion thereof) becomes a Non Eligible SME Transaction pursuant to this Clause 6.2(c) then, without prejudice to any other rights and remedies available to the Counterparty under this Agreement or at law, Clause 6.2(b), Clause 6.2(d)(ii) and Clause 6.2(e)(ii), as the case may be, shall apply.

Exclusion Process. (a) At any time, the Counterparty may (but shall not be obliged to) verify whether an SME Transaction included in the Portfolio is an Eligible SME Transaction or a Non Eligible SME Transaction and whether its inclusion in the Portfolio is in compliance with the terms of this Agreement. (b) Subject to Clause 6.2(d) and 6.2(e) below, if an SME Transaction included in the Portfolio is or becomes a Non Eligible SME Transaction: (i) the Intermediary shall upon becoming aware of the same (also by way of the Exclusion Notice sent by the Counterparty), include such information in the immediately following Report delivered to the Counterparty, and (ii) the Counterparty may at any time upon becoming aware of the same (except if it has already been notified thereof by the Intermediary in accordance with Clause 6.2(b)(i) above) notify the Intermediary of the same by sending an Exclusion Notice identifying such Non Eligible SME Transaction, whereupon that SME Transaction shall be excluded from the Portfolio (such SME Transaction being an “Excluded SME Transaction”) as of the date on which it became a Non Eligible SME Transaction (or, with respect to Eligibility Criteria which were not complied with on the date of inclusion in the Portfolio, on the date on which the relevant SME Transaction was included in the Portfolio) (any such dates, an “Exclusion Date”). On the Exclusion Date, the Actual Portfolio Volume will be reduced pro tanto. (c) Without prejudice to Clause 6.2(b) above, any SME Transaction affected by an Irregularity shall be deemed to be a Non Eligible SME Transaction. If the Irregularity affects part of such SME Transaction (the “Affected Portion”), such Affected Portion shall be deemed to be a Non Eligible SME Transaction. If the Irregularity consists of a fraudulent activity in relation to the SME Transaction (or relevant part thereof) or the fraudulent or illegal use of the proceeds of that SME Transaction by the relevant SME, then the entire amount of that SME Transaction shall be deemed to be a Non Eligible SME Transaction. If an SME Transaction (or a portion thereof) becomes a Non Eligible SME Transaction pursuant to this Clause 6.2(c) then, without prejudice to any other rights and remedies available to the Counterparty under this Agreement or at law, Clause 6.2(b), Clause 6.2(d)(ii) and Clause 6.2(e)(ii), as the case may be, shall apply. (d) Notwithstanding Clause 6.2(b) above: (i) if an SME Transaction included in the Portfolio is or becomes a Non Eligible SME Transaction (X) as a result only of events or circumstances beyond the control of the Intermediary and (Y) the Intermediary becomes aware of any such events or circumstances at any time after the date on which it was included in the Portfolio (and could not, acting diligently, have become aware thereof prior to such date) but prior to any Payment Demand relating to such Eligible SME Transaction, then the Intermediary may either: (a) accelerate payment of all amounts owed to it by the relevant SME under such SME Transaction or otherwise terminate such SME Transaction, no later than the Report Date immediately following the date on which it became aware of the same (an “Acceleration Event”) and such SME Transaction will remain a Covered SME Transaction from the date on which it was included in the Portfolio (but, for the avoidance of doubt, without prejudice to the requirements of subclauses (ii) to (vi) inclusive of Clause 4 (Guarantee) for Covered SME Transactions) unless it is for any other reason excluded from the Portfolio and ceases to be a Covered SME Transaction pursuant to this Clause 6.2; or (b) not proceed to an Acceleration Event, in which case Clause 6.2(b) will apply; and (ii) if an SME Transaction included in the Portfolio (or an Affected Portion thereof) (X) is a Non Eligible Transaction in application of Clause 6.2(c), and (Y) the Intermediary became aware of the relevant Irregularity after the date on which it was included in the Portfolio (and acting diligently, could not have become aware thereof prior to such date) but prior to any Payment Demand relating to such Eligible SME Transaction, and (Z) the Irregularity was in all respects beyond the control of the Intermediary, then the Intermediary may either: (a) accelerate payment of all amounts owed to it by the relevant SME under such Non Eligible SME Transaction or otherwise terminate such SME Transaction, no later than the Report Date immediately following the date on which it became aware of the Irregularity (an “Irregularity Acceleration Event”) and such Non Eligible SME Transaction will remain a Covered SME Transaction from the date on which it was included in the Portfolio (but, for the avoidance of doubt, without prejudice to the requirements of subclauses (ii) to (vi) inclusive of Clause 4 (Guarantee) for Covered SME Transactions) unless it is for any other reason excluded from the Portfolio and ceases to be a Covered SME Transaction pursuant to this Clause 6.2; or (b) not proceed to an Irregularity Acceleration Event, in which case Clause 6.2(b) will apply. (e) Notwithstanding Clause 6.2(b) above: (i) if an SME Transaction included in the Portfolio is or becomes a Non Eligible SME Transaction (X) as a result only of events or circumstances beyond the control of the Intermediary and (Y) the Intermediary became aware thereof at any time after a Payment Demand relating to such SME Transaction was served by the Intermediary to the Counterparty in accordance with Clause 23 (Notices) (and could not, acting diligently, have become aware thereof prior to such date), then such SME Transaction shall be deemed to be a Covered SME Transaction for the purpose of such Payment Demand (and, for the avoidance of doubt (i) clawback under Clause 11 (Right of Clawback) will not apply with respect to payments already made with respect to such SME Transaction but (ii) without prejudice to the requirements of subclauses (ii) to (vi) inclusive of Clause 4 (Guarantee) for Covered SME Transactions) unless it is for any other reason excluded from the Portfolio and ceases to be a Covered SME Transaction pursuant to this Clause 6.2); and (ii) if an SME Transaction included in the Portfolio (or an Affected Portion thereof) (X) is a Non Eligible Transaction in application of Clause 6.2(c), and (Y) the Intermediary became aware of the relevant Irregularity after the date on which it was included in the Portfolio (and acting diligently, could not have become aware thereof prior to such date) and after any Payment Demand relating to such Eligible SME Transaction was served by the Intermediary to the Counterparty in accordance with Clause 23 (Notices), and (Z) the relevant Irregularity was in all respects beyond the control of the Intermediary, then such SME Transaction (or Affected Portion) shall be deemed to be a Covered SME Transaction for the purpose of such Payment Demand (and, for the avoidance of doubt (i) clawback under Clause 11 (Right of Clawback) will not apply with respect to payments already made with respect to such SME Transaction (or Affected Portion) but (ii) without prejudice to the requirements of subclauses (ii) to (vi) inclusive of Clause 4 (Guarantee) for Covered SME Transactions) unless it is for any other reason excluded from the Portfolio and ceases to be a Covered SME Transaction pursuant to this Clause 6.2). (f) If one or more Portfolio Eligibility Criteria are not (or no longer) complied with: (i) the Intermediary shall, in the immediately following Report delivered to the Counterparty; and (ii) the Counterparty may at any time, by notice to the Intermediary, exclude all or part of any of the SME Transaction(s) which caused the breach of the relevant Portfolio Eligibility Criteria (such SME Transactions, the “Designated Transactions”) such that, as a result of such exclusion, the Portfolio Eligibility Criteria shall be satisfied. Designated Transactions shall be deemed to be Non Eligible SME Transactions for the purpose of Clause 6.2(b) (provided that Clause 6.2(d) shall not apply for the purposes of this Clause 6.2(f)) and shall become Excluded SME Transactions on the Exclusion Date. (g) If the Intermediary becomes aware: (i) that an SME Transaction is or becomes an Excluded SME Transaction or any other undertakings or requirements of this Agreement are not complied with or satisfied in connection with such SME Transaction, or (ii) that any commitments made available for utilisation under a Covered SME Transaction are cancelled, then such information shall be included in the immediately following Report delivered to the Counterparty. (h) The Intermediary undertakes, in connection with the protection of its rights under the SME documentation, to diligently, whether by negotiation or legal action, enforce its claims against SMEs.

Exclusion Process. (a) At any timeSubject to clause5.2(c) and 5.2(d) below, the Counterparty may (but shall not be obliged to) verify whether if a loan to an SME Transaction included in the Portfolio is an Eligible SME Transaction is, or a Non Eligible SME Transaction and whether its inclusion in the Portfolio is in compliance with the terms of this Agreement. (b) Subject to Clause 6.2(d) and 6.2(e) below, if an SME Transaction included in the Portfolio is or becomes Loan becomes, a Non Eligible Non-Conforming SME TransactionLoan: (i) the Intermediary Borrower shall upon becoming aware of the same (also by way of the Exclusion Notice sent by the Counterparty)same, include such information in the immediately following next Quarterly Report to be delivered to the CounterpartyLender, and (ii) the Counterparty Lender may at any time upon becoming aware of the same (except if it has already been notified thereof by the Intermediary Borrower, in accordance with Clause 6.2(b)(iclause 5.2(a)(i) above) notify the Intermediary Borrower of the same by sending an Exclusion Notice identifying such Non Eligible Non-Conforming SME TransactionLoan, whereupon that SME Transaction loan shall be excluded from the Portfolio (such SME Transaction loan being an “Excluded SME TransactionLoan”) as of the date on which it became a Non Eligible Non-Conforming SME Transaction Loan (or, with respect to Eligibility Criteria which were not complied with on the date of inclusion in the Portfolio, on the date on which the relevant loan to an SME Transaction was included in the Portfolio) (any such dates, an “Exclusion Date”). On the Exclusion Date, the Actual Portfolio Volume will be reduced pro tanto. (cb) Without prejudice to Clause 6.2(bclause 5.2(a) above, any SME Transaction Loan affected by an Irregularity shall be deemed to be a Non Eligible Non-Conforming SME TransactionLoan as of the date on which the event constituting the Irregularity occurred (such date being the relevant “Exclusion Date” for any such Non-Conforming SME Loan). If the Irregularity affects part of such an SME Transaction Loan (the “Affected Portion”), such Affected Portion shall be deemed to be a Non Eligible Non- Conforming SME TransactionLoan. If the Irregularity consists of a fraudulent activity or illegal lending or leasing (or any other activity) in relation to the SME Transaction Loan (or relevant part thereof) or the fraudulent or illegal use of the proceeds of that SME Transaction Loan by the relevant SME, then notwithstanding the first part of this clause 5.2(b), the entire amount of that SME Transaction Loan shall be deemed to be a Non Eligible Non-Conforming SME TransactionLoan in accordance with clause 5.2(a). If an SME Transaction Loan (or a portion thereof) becomes is deemed to be a Non Eligible Non-Conforming SME Transaction Loan pursuant to this Clause 6.2(cclause 5.2(b) then, without prejudice to any other rights and remedies available to the Counterparty Lender under this Agreement or at law, Clause 6.2(bclause 5.2(a), Clause 6.2(d)(iiclause 5.2(c)(ii), clause 5.2(d)(ii) and Clause 6.2(e)(ii), clause 5.2(g) as the case may be shall apply. The Borrower undertakes to inform the Lender and the Managing Authority immediately upon becoming aware of an Irregularity. (c) Notwithstanding clause 5.2(a) (Exclusion Process) above, (i) if a loan included in the Portfolio is, or an SME Loan proves to be, a Non- Conforming SME Loan (X) as a result of any event or circumstance beyond the control of the Borrower and (Y) the Borrower became aware of any such event or circumstance at any time after the date on which the Non-Conforming SME Loan was included in the Portfolio (and could not have become aware thereof prior to such date, acting diligently) but prior to any Loss Amount relating to such Non- Conforming SME Loan having been reported by the Borrower, then the Borrower may either: (A) accelerate payment of all amounts owed to it by the relevant SME under such Non-Conforming SME Loan no later than the Quarterly Report Date immediately following the date on which the Borrower became aware that the loan was a Non-Confirming SME Loan (an “Acceleration Event”) and, provided that the other Eligibility Criteria, undertakings or requirements of this Agreement are otherwise complied with, such Non-Conforming SME Loan will remain included in the Portfolio for the purpose of the application of the provisions set out in clause 9 (Repayment) of this Agreement and the provisions of clause 5.2(a) will not apply in respect of such SME Loan; or (B) not proceed to an Acceleration Event, in which case clause 5.2(a) will apply; and (ii) if an SME Loan included in the Portfolio (or an Affected Portion thereof) (X) is a Non-Conforming SME Loan pursuant to clause 5.2(b), and (Y) the Borrower became aware of the relevant Irregularity after the date on which such relevant Non- Conforming SME Loan was included in the Portfolio (and could not have become aware thereof prior to such date acting diligently) but prior to any Loss Amount relating to such SME Loan having been reported by the Borrower and (Z) the existence of an Irregularity was beyond the control of the Borrower, then the Borrower may either: (A) accelerate payment of all amounts owed to it by the relevant SME under such Non-Conforming SME Loan no later than the Quarterly Report Date immediately following the date on which the Borrower became aware that the Loan was a Non-Confirming SME Loan (an “Irregularity Acceleration Event”), provided that should the date for the delivery of such Quarterly Report fall less than 10 Business Days before the date on which the Borrower becomes aware of such Irregularity, then such acceleration shall be made before the next following Quarterly Report Date and, provided that the other Eligibility Criteria, undertakings or requirements of this Agreement are otherwise complied with, such SME Loan will remain included in the Portfolio for the purpose of the application of the provisions set out in clause 9 (Repayment) of this Agreement and the provisions of clause 5.2(a) (Exclusions Process) will not apply in respect of such SME Loan; or (B) not proceed to an Irregularity Acceleration Event, in which case clause 5.2(a) will apply. (d) Notwithstanding clause 5.2(a) above, (i) if a loan included in the Portfolio is, or an SME Loan proves to be, a Non- Conforming SME Loan (X) as a result of any event or circumstance beyond the control of the Borrower and (Y) the Borrower became aware thereof at any time after the date on which any Loss Amount relating to such Non-Conforming SME Loan has been reported by the Borrower (and could not have become aware thereof prior to such date, acting diligently), then provided that the other Eligibility Criteria, undertakings or requirements of this Agreement are otherwise complied with, such Non-Conforming SME Loan shall be deemed to be included in the Portfolio and, for the avoidance of doubt, such Non-Conforming SME Loan shall not be deemed to be an Excluded SME Loan; and (ii) if an SME Loan included in the Portfolio (or an Affected Portion thereof) (X) is a Non-Conforming SME Loan pursuant to clause 5.2(b), and (Y) the Borrower became aware of the relevant Irregularity after the date on which such relevant Non- Conforming SME Loan was included in the Portfolio (and could not have become aware thereof prior to such date acting diligently) and after the date on which any Loss Amount relating to such SME Loan has been reported to the Lender, and (Z) the existence of the relevant Irregularity was beyond the control of the Borrower, then provided that the Eligibility Criteria, undertakings or requirements of this Agreement are otherwise complied with, such SME Loan (or Affected Portion) shall be deemed to be included in the Portfolio and, for the avoidance of doubt, such SME Loan shall not be deemed to be an Excluded SME Loan. (e) If one or more Portfolio Eligibility Criteria are not (or no longer) complied with: (i) the Borrower shall, in the immediately following Quarterly Report delivered to the Lender; and (ii) the Lender may at any time, by notice to the Borrower, exclude at its discretion all or part of any SME Loan(s) included in the Portfolio (such SME Loan(s) being the “Designated Loan(s)”) from the Portfolio such that, as a result of such exclusion, the Portfolio Eligibility Criteria shall be satisfied. Each Designated Loan shall be deemed to be a Non-Conforming SME Loan for the purpose of clause 5.2 (a) (provided that clause 5.2(c) shall not apply for the purposes of this clause 5.2(e)) and shall become an Excluded SME Loan on the Exclusion Date. (f) If the Borrower becomes aware: (i) that an SME Loan is or becomes an Excluded SME Loan or any other undertakings or requirements of this Agreement are not complied with or satisfied in connection with such SME Loan, or (ii) that any commitments made available for utilisation under an SME Loan are cancelled, then such information shall be included in the immediately following Quarterly Report to be delivered to the Lender. (g) Any portion of a Loan drawn by the Borrower under this Agreement and applied towards a Non-Conforming SME Loan which was excluded from the Portfolio in accordance with the provisions set out in this clause 5 (Exclusion) before the Inclusion Period End Date, can be applied by the Borrower for the inclusion of Eligible SME Loans in the Portfolio provided that all the other provisions of this Agreement are satisfied.