acceptance by the Buyer of the terms of a Payment Obligation
AML Conditions
means Anti Money Laundering Conditions. The prevention of any financial transaction which generates an asset or a value as the result of an illegal act
means completion of the appropriate Enrollment Forms on STEPS, and receipt of the original certified documents as detailed in the KYC & AML Compliance Requirements from TRUSA. Application must be approved in order to become a Subscriber on STEPS
Associated Company
means any company directly or indirectly controlled by Buyer, or which controls Buyer directly or indirectly or is controlled directly or indirectly by the same company as controls Buyer
Authorized Signatory
means a representative of the Buyer or Seller who has completed the necessary procedures in accordance with the STEPS Process Guide to enable him to Certify using the Digital Signature System

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Business Day
means a day (other than a Saturday, Sunday or public holiday) on which banks are open for business in the United States
means a commercial entity that has been approved by TRUSA and has entered into a STEPS Transaction Agreement with TRUSA as a Buyer
Buyer Default Event
means any event or circumstance specified as such in section 22 with respect to the Buyer
Buyer’s Agreement
means the STEPS transaction agreement between TRUSA and the Buyer setting out the terms and conditions of the Buyer’s participation in STEPS
Buyer’s Application
means completion by the Buyer of the Enrollment Forms on STEPS and receipt from TRUSA of the original certified documents as detailed in the KYC & AML Compliance Requirements, which on acceptance become part of the STEPS Transaction Agreement
Buyer’s Purchase Order Number
means the purchase order number or reference used by the Buyer pertaining to a Transaction

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Certification, Certify, Certified
means the execution of a Digital Signature pursuant to the Buyer or Seller Agreement; Certify or Certificated shall be construed accordingly
Confirmed Payment Obligation, Confirm Payment Obligation
means a Payment Obligation which has been Certified by the FSP following Acceptance of the Payment Obligation by a Buyer for the remittance of the Net Transaction Value to a Seller, and payment of the Transaction Charge to TRUSA; Confirmed Payment Obligation shall be construed accordingly
Credit Headroom, Credit Limit
means the amount available for any STEPS Transaction calculated as the difference between the Buyer’s Credit Limit and the current Confirmed Payment Obligations of Buyer
Credit Limit
means the maximum amount of credit allocated to a Buyer by the Insurer at any time as recorded on STEPS
Credit Period (Days)
means the number of days selected by a Buyer not to exceed 120 days from and including the date of the Confirmed Payment Obligation until and including the Payment Obligation Settlement Date

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Daily Rate
means the daily charge notified to the Buyer through STEPS which will be used in the Transaction Charge and the Daily Rate shall be calculated annually on the basis of a 360-day year and on the basis of the actual number of Credit Period days
Default Interest
means Daily Rate plus an additional daily charge equivalent to 6% per annum applied to any Overdue Payment until the date of actual payment of the amount due (both before and after judgment)
means the transfer of possession of the Goods to the Buyer or, in the case of Services, either the commencement or completion of the Services in accordance with the Underlying Contract
means a demand issued by TRUSA to a Buyer to pay all sums owing following a Default Event
Digital Signature
means a digital signature entered via the Digital Signature System
Digital Signature System
means the digital signature system used by authorized signatories on STEPS
means the uplifting of the Goods from Seller’s premises for Delivery to the Buyer

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Enrollment Form
means the form available through STEPS which is used to initiate the enrollment process
Exchange Rate
means the spot rate of exchange at which one currency is converted to another currency as evidenced on STEPS
Exit Procedure
means the procedure for the orderly handover by the FSP to an incoming fiduciary services provider as set out in Schedule 8

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Fiduciary Services Agreement
means the agreement between the FSP and TRUSA whereby the FSP provides Certification and verification to STEPS Transactions
Fiduciary Services Provider (the “FSP”)
means the company contracted by TRUSA to provide independent compliance verification on STEPS Transactions, as mandated under the Fiduciary Services Agreement
means any entity from whom TRUSA obtains funds to finance STEPS Transactions and who will also be loss payee under the Insurance Policy
Funder Fiduciary Services Agreement
means the agreement between the Funder and the FSP pursuant to which the FSP agrees to provide certain services to the Funder
Funder Services
means the services to be provided by the FSP to the Funder under the Funder FSP Agreement
Funding Currency
means the currency in which the Buyer will settle Confirmed Payment Obligations

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Glossary, STEPS Glossary
means the definitions listed in this table
means the goods to be provided under an Underlying Contract and to which a STEPS Transaction is to be applied
Goods/Services Acceptance
means Certification by the Buyer of its acceptance of the Goods or Services (as appropriate) pursuant to a STEPS Transaction which generates a request for the issue of the Payment Obligation by the Seller

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Insolvency Event

means in respect to either the Seller or Buyer:

  • The Buyer or Seller is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness, proposes or enters into any composition, assignment or other arrangement for the benefit of its creditors generally or any class of creditors or proceedings are commenced with respect to Buyer or Seller under any law, regulation or procedure relating to reconstruction or readjustment of debts.
  • The value of the assets of the Buyer or Seller is less than its liabilities (taking into account contingent and prospective liabilities).
  • A moratorium is declared in respect of any indebtedness of the Buyer or Seller.
  • Buyer or Seller applies to a court for an administration order (or such similar procedure).
  • Any corporate action, legal proceedings or other procedure or step is taken with respect to:
    • the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Buyer or Seller;
    • a composition, compromise, assignment or arrangement with any creditor of the Buyer or Seller;
    • the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, or other similar officer in respect of the Buyer or Seller or any of its assets, rights or revenues;
    • enforcement of any security over any assets of the Buyer or Seller;
    • judicial protection of Buyer or Seller from its creditors.
  • Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Buyer or Seller.
  • There occurs with respect to Buyer or Seller any event or analogous procedure or step in any jurisdiction which in the opinion of TRUSA corresponds with any of those mentioned above.
Inspection Period
means the number of Business Days after Delivery during which the Buyer may inspect and reject or accept the Goods or the Services as set out in the Transaction Details
Insurance Policy
means the trade credit insurance policy entered into between Insurer and TRUSA
means the insurance company agreed in writing between THE FSP, TRUSA and Funder contracted from time to time by TRUSA to provide credit indemnity cover for Buyers in connection with STEPS
means any individual or corporation who has entered into a relationship with TRUSA to introduce Sellers and Buyers to STEPS

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KYC Conditions
means Know Your Client Conditions: the due diligence to identify clients and ascertain relevant information pertinent to doing financial business with them

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Late Payment Period
means 10 Business Days after Payment Obligation Settlement Date

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Net Transaction Value
means the amount specified as such in the relevant Payment Obligation
Normalized Volume
means the Transaction Value of a Confirmed Payment Obligation multiplied by its Credit Period expressed as a fraction of a 360 day year

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Overdue Payment
means a Confirmed Payment Obligation which has not been paid by Buyer by the Payment Obligation Settlement Date

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Payee Account
means the bank account controlled by the Funder into which Confirmed Payment Obligations will be paid by Buyers
Payment Date
means the date, no later than two Business Days after the date of a Confirmed Payment Obligation, by which TRUSA must pay the Seller pursuant to the STEPS Transaction
Payment Obligation
means the payment obligation issued by the Seller to the Buyer electronically through STEPS within one Business Day of Acceptance and Certification by Buyer, detailing the credit terms between the Buyer and TRUSA and attendant Transaction Details
Payment Obligation Settlement Date
means the date by which the Buyer must make payment to the Collections Account of the Transaction Value as set out in a Confirmed Payment Obligation
Process Manual, STEPS Process Manual
means the manual (as amended from time to time) that provides information on the procedures required to implement a Transaction on STEPS
Purchase Order Number
means the Buyer’s Purchase Order Number required on STEPS for Transaction Approval

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Rating Agency
means Moody’s Investor Service, Fitch Ratings or Standard & Poor’s
means, in respect to any STEPS Transaction, any receipts, correspondence, notes of dealings and other documents (especially computerized data, tapes, discs and related property and rights) maintained within STEPS Transaction and the related Buyer to the extent this data may be relevant to the STEPS Transaction
Request Transaction Approval
means a Certified request submitted through STEPS from Seller and Buyer to TRUSA for Transaction Approval

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means an entity that has entered into a Seller’s Agreement with TRUSA and has agreed to accept payment for Goods or Services provided by it to a Buyer through a STEPS Transaction
Seller Default Event
means any default event as set out in a Seller’s Agreement
Seller’s Agreement
means the agreement between TRUSA and the Seller setting out the terms and conditions of a Seller’s participation in STEPS
Seller’s Application
means completion by the Seller of the Enrollment Forms on STEPS, and receipt of the original certified documents as detailed in the KYC & AML Compliance Requirements from TRUSA, which on acceptance becomes part of the STEPS Transaction Agreement
Seller’s Invoice Number
means the invoice number of the Seller’s invoice to the Buyer relating to a STEPS Transaction, required for Transaction Approval
means those services provided to Buyer by Seller as set out in more detail in the Underlying Contract
Settlement Date
means Payment Obligation Settlement Date
means the Secure Transaction Execution Processing System through which all STEPS Transactions shall be conducted
STEPS Passcode, Passcode
means the coded, one-time use passcode sent to a User during the Token set-up procedure
STEPS Password, Password
means the password required for a User to log on to STEPS
means the PIN (personal identification number) required for a User to Certify an action on STEPS
STEPS Process Guide
means the manual (as amended from time to time) that provides information on the procedures required to implement a Transaction on STEPS
STEPS Transaction
means each trade finance transaction for execution through STEPS
STEPS Transaction Agreement
means Seller’s and Buyer’s Agreements
Buyer or Seller

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Token, Security Token
means the certificate supplied to Users for Digital Signature purposes
Total Normalized Volume
means the cumulative total of all Normalized Volume to date
means STEPS Transaction
Transaction Activation
means Activation of the Transaction as Certified by TRUSA through STEPS
Transaction Approval
means the approval by TRUSA of the Transaction Details of a STEPS Transaction
Transaction Charge
means the charge payable to TRUSA for use of STEPS and calculated using the Daily Rate as recorded on STEPS
Transaction Details

means the information to be entered into STEPS by the Seller and the Buyer with respect to a proposed STEPS Transaction as follows:

  • Buyer’s Purchase Order Number
  • Transaction number
  • Payment Obligation Settlement Date
  • Net Transaction Value
  • Transaction currency
  • Inspection Period
  • Credit Period
Transaction Value
means Net Transaction Value plus the Transaction Charge
means TradeRiver USA, a Delaware corporation

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Underlying Contract
means the contract for the sale of Goods or Services made between Buyer and Seller which shall form the basis of the STEPS Transaction
means an enrolled Buyer, Seller, THE FSP, Introducer or administrator on STEPS