Debt Collection Procedure Agreement

Version effective as from 5 July 2022

1. Preamble

Maclear’s platform is an intermediary platform providing loans to borrowers with loan amounts financed by the direct assignment of loan claims to Investors who provide the funds for the borrower’s projects.

The borrower submitted a project for funding over the Maclear platform and wishes to raise the loan amount over the platform. Maclear acts as collection agent for the recurring interest and principal payments from the borrower to the Investor.

In the event of a failure of the project, Maclear shall cover all participating Investors in addition to the interest and the amount of the main investment, which can finally be done only through enforced realization of all collaterals and collection of all funds received from this and is also backed up and secured by the Maclear reserve fund.

Now, therefore, the Parties agree as follows:

2. Scope

As the holder of collaterals provided by borrowers, Maclear shall enable to the Investor flawless fulfilment of all interest payment schedules.

In the event of a failure of the project, Maclear will have to cover all participating Investors in addition to the interest and the amount of the main investment, which can finally be done only through enforced realization of all collaterals and collection of all funds received from this. Therefore, in accordance with the Claim Purchase and Assignment Agreement concluded between the Parties, Maclear acts as a collateral agent in favor of and on behalf of Investors and is responsible for the management of the claims.

This Dept Collection Procedure Agreement outlines the terms under which Maclear shall act as dept collector. This Dept Collection Procedure Agreement is subject to the General Terms and Conditions of Maclear, unless explicitly agreed otherwise herein. In case of conflict, this Dept Collection Procedure Agreement shall prevail.

3. Liability Maclear and Reserve Fund

For the Investor's financial security, Maclear will conduct a comprehensive and in-depth review of all borrowers and projects. In addition, Maclear itself is liable with the business assets for defaulting payments. As additional security, a separate Maclear reserve fund is formed and maintained to secure and cover recurrent interest payments to Investors on their investments made in case of temporary defaults of payments from Borrower’s projects. The reserve fund is set up by Maclear as a fall-back mechanism to continue interest payments on defaulting borrowers.

The reserve fund is filled from the transfer of 2% from each project successfully funded on the platform to the fund.

The reserve fund will be used by Maclear to the extent funds are available to cover potential losses of Investors on interest and/or principal payments. The reserve fund is not an insurance scheme and does not guarantee full payment. The Investor acknowledges that the Maclear reserve fund cannot guarantee full payment of interest or full repayment of the principal loan amount.

4. Management of Claims

4.1 Evaluation and Risk Assessment

Before approving the borrower’s project and adding it to the platform, Maclear shall conduct a thorough evaluation of the borrower company to ensure as far as possible that it can repay the loan.

Maclear shall carry out a full legal due diligence and a thorough risks assessment of the borrower's project, evaluate market trends in the segment, determine a full risk measurement of each project and evaluate the borrower's assets and capitalization, capability, and experience in carrying out such projects.

4.2 Collateral Agent Measures

Maclear shall, on behalf of the Investors, act as a collateral agent and take all reasonable measures to secure timely and full payment, including enforcement measures and securing the provided guarantees, if any.

As the holder of collateral, Maclear shall ensure all its investors flawless fulfilment of all interest payment schedules as far as possible.

The Investor authorizes Maclear to take all actions as reasonably required for the management of the claims, including but not limited to:

assert all claims and rights of the Investor against the borrower;
collection of the borrower's payments;
distribution of payments to the Investor;
conclusion of a prolongation or deferment of payment agreement with the borrower regarding terms of repayment;
enforcement against collateral provided by the borrower; and
involvement of third parties for the debt enforcement process.

Unless specifically entitled to do so by Maclear, the Investor shall not take any direct action against the borrower.

Maclear shall analyse, assess and execute any and all available pledges, securities, collateral and guarantees provided by the borrower with a view of mitigating the risks for the Investor.

The measures shall specifically be the following:

If the borrower is late on scheduled interest payments for more than 3 days, Maclear shall start analysing measures to remedy the situation immediately. At the same time, Maclear will continue to pay out interest payments to the Investor from the reserve fund.
If the borrower is more than 30 days late on interest payments, Maclear shall immediately initiate a soft debt collection process to resolve the problems resulting in delayed payments and/or find appropriate solutions with the borrower.
If the borrower defaults on payments for more than 60 days, Maclear shall initiate legal proceedings, and enforcement of collaterals, and other securities for their realization.

The Investor hereby authorizes Maclear, and agree to sign any documents or authorizations that Maclear may require, in order to execute the debt collection measures Maclear deems appropriate as collateral agent on behalf of the Investor.

4.3 Distribution

The final distribution of funds and repayment to the Investor of the investment should be possible only upon completion of the sale of all collaterals and guarantees provided by the borrower, and only then all collected funds are distributed by Maclear among all crowd investors who participated in the financing of the borrower's project on a parity basis.

If Maclear is unable to collect the outstanding amount and such amount is not covered by the reserve fund or another mechanism, any collected amount will be distributed among the Investors on a pro-rated basis.

5. Miscellaneous

Confidentiality: The terms and existence of this Agreement are confidential and will not be disclosed by the Parties except otherwise agreed in advance by the Parties.

No Assignement: Neither the borrower nor the Investor may assign without prior written agreement of the other party as well as Maclear any of their rights and/or obligations under the Loan Agreement or the Claim Purchase and Assignment Agreement.

Entire Agreement: This Agreement constitutes together with the Payment Processing and Deposit Agreement and the Claim Purchase and Assignment Agreement the entire agreement, and supersedes all prior agreements, between the Parties relating to the subject matter hereof.

Amendments: All amendments and supplements to this Agreement must be made in writing (incl. electronic text).

Notices: Notices hereunder shall be given in writing or by email to the last communicated or available address, unless indicated otherwise by the respective Party.

Severability: If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.

Governing Law & Jurisdiction: This Agreement is governed by Swiss law and subject to the exclusive jurisdiction of the ordinary courts of Wallisellen.