Secondary Market Rules

Unless the context otherwise requires, capitalised words and phrases are defined in the Glossary which is part of our General Terms & Conditions.

Background

  1. Go Lend Limited (Go Lend, we, our, or us) operates a Secondary Market through which Investors, if approved by us, may sell their interests in Loans on the Platform.
  2. These Secondary Market Rules and the other Platform Documents govern how the Secondary Market will operate.
  3. In some circumstances, Loan advances may be initially funded by us (or a Related Party) as the Initial Investor. The interest in the resulting Initial Investor Loans (wholly or partially) may then be made available to Investors through the Secondary Market.
  4. There may also be circumstances where an Investor wishes to sell their interest in a Loan. In these circumstances, we may allow the Investor to offer interests in that Loan to other Investors on the Secondary Market at our discretion. We may also use the Secondary Market to sell our interests in Initial Investor Loans (i.e., Loans that have been prefunded by us or a Related Party as Initial Investor).
  5. The Secondary Market is administered, monitored, and enforced by us in accordance with these Secondary Market Rules. All the terms of the Platform Documents as they apply in relation to Loans, interests in Loans, Investors and Borrowers, are deemed to be incorporated in these Secondary Market Rules and a breach of those terms or these rules will be deemed to be a breach of each other Platform Document.

How does it work?

  1. Listing of interest in a Loan on the Secondary Market is subject to a requirement that all information on the Loan is current and all relevant information is provided to be included with the listing on the Secondary Market.
    ‍
    For interest in Initial Investor Loans:
    1. Subject to (b) below, the original information used to assess the Loan will meet these criteria
    2. If all or a portion of interests in the Loan is not purchased by an Investor/Investors within one month, then the unsold portion may be removed from the Platform. If, however, the unsold portion is re-offered on the Secondary Market:
      1. we will not re-assess the Loan if it is not in default, and we have no reason to believe that the financial position of the Borrower or of the value of the security property has materially adversely changed; or
      2. we will re-assess the Loan if the performance of the Loan has not been satisfactory, or we have reason to believe that the financial position of the Borrower or the value of the security property has materially adversely changed. In this case, we will re-assess the Loan to ensure all information on the Loan is current considering any other information that may have come to hand. This reassessment may involve obtaining a new credit check, undertaking new servicing checks, retesting the Borrower’s Loan exit strategy or any such evaluations that we consider are appropriate in the circumstances.
    3. All such Loans will contain either a commentary on what has been updated, or a comment stating that nothing adverse has been found.

      For interest in all other Loans (non-Initial Investor Loans):
    4. We will either:
      1. not re-assess the Loan unless it is in default or we have reason to believe that the financial position of the Borrower or of the value of the security property has materially adversely changed; or
      2. re-assess the Loan (in the same manner as set out in paragraph (b)(ii) above).
    5. The offer will be clearly noted as a Secondary Market offer by an Investor and will include a comment on any material adverse features of the Loan listed. We may elect to disclose the reason for the Secondary Market offer if we believe that to be appropriate.
  2. Investors who wish to sell their interest in a Loan through the Secondary Market may apply to do so by submitting a written request to us. These may be submitted on the Secondary Market for purchase by Investors or purchased by us in accordance with paragraph 8. Subject to paragraphs 9 and 10, such requests will generally not be approved if:
    1. We are aware that a Credit Event has occurred in relation to the Loan.

      A Credit Event occurs where:
      1. the Borrower has previously missed a payment under the Loan (whether or not the default has been remedied);
      2. the Loan is currently in arrears; or
      3. there has been a material adverse change to the Borrower’s credit profile from the position of the credit assessment undertaken by us prior to the Loan being advanced to the Borrower. A further credit check may be obtained if we have reason to believe that the financial position of the Borrower or of the security property has materially adversely changed;
    2. The Loan has matured or been repaid, or will mature or be repaid in the next calendar month.
    3. The Loan, in our opinion, has adverse features making it unsuitable for transfer through the Secondary Market.
    4. The Investor wishes to sell their interests in the Loan to reinvest their funds into a higher interest rate investment.
  3. We may purchase interests in a Loan offered by an Investor under paragraph 7. This will generally be done to provide immediate liquidity for the selling Investor. We will then, as soon as practicable, re-offer the interest in that Loan to Investors on the Secondary Market as a Secondary Market Loan, unless we consider the Loan is not suitable for sale to Investors on the Secondary Market, in which case we may continue to hold the interest in the Loan. Where we elect to offer the interest in the Loan on the Secondary Market, the processes and requirements set out in clause 7c. above will apply.
  4. Despite paragraphs 7a. and 7.c., we may at our discretion approve a request to list a Loan on the Secondary Market and we may disclose the relevant Credit Event or adverse feature to prospective Investors and may transfer the interest in the Loan to an Investor where the Investor has indicated via the Platform that they accept the offer of the interest in the Loan having been made aware of the relevant Credit Event or adverse feature.
  5. Despite anything in these Secondary Market Rules or the other Platform Documents that could be interpreted to the contrary, we reserve the absolute right to accept or deny any request by an Investor to sell an interest in a Loan on, the Secondary Market.

Applicable interest rate for Loans on the Secondary Market

  1. Where we are an Initial Investor in a Loan, we will be paid interest at the full documented Loan rate of interest, i.e., there will be no margin deducted by us in respect of our interest in the Loan.
  2. All Initial Investor Loans offered on the Secondary Market will be offered to Investors at a notional interest rate (rate of return) determined by us, which will generally be the contracted Loan rate less a margin which is retained by us as a fee. Both interest rates (and the deducted margin) will be disclosed to Investors.
  3. Interests in Loans being offered by Investors (other than Initial Investors) will be offered on the Secondary Market on the same terms and at the interest rate as those enjoyed by the selling Investor. Therefore, all interests in Loans traded on the Secondary Market will have the same face value, terms and conditions and pricing as the current Loan being sold by the selling Investor. The only exception to this is if the terms of the Loan have been renegotiated, which will be disclosed to Investors.

Loan Information

  1. The Platform will display the following information about each Initial Investor Loan:
    1. terms of the Loan (including amount, drawdown and maturity dates, and Loan interest rate);
    2. terms of the investment in the Loan (including minimum investment amount, total amount available for investment, and the notional investment interest rate (rate of return));
    3. a description of the security property including valuation details;
    4. other Loan information (including the Borrower’s credit score, the Loan purpose, the loan to value ratio and a statement of how the Loan is serviced);
    5. confirmation of whether the Loan is a Secondary Market Loan (including a link to our Secondary Market Rules (if applicable)); and
    6. any other information that we consider should be disclosed.
  2. When the Loan is not an Initial Investor Loan, the Platform will display
    1. the same information as for Loans offered by Initial Investors (above) including any updates to this information;
    2. if appropriate, the reasons for the Secondary Market listing;
    3. a comment about how the Loan has performed since it was drawn; and
    4. any new information that we have subsequently obtained and consider should be disclosed.

Subscription and sale

  1. Investment Commitments by prospective Investors in respect of Loans on the Secondary Market are made subject to the terms set out in the Investor Agreement.
  2. Loans on the Secondary Market will be matched with eligible Investor Commitments on a first come, first served basis. See the General Terms & Conditions.
  3. After the matching process in paragraph 17 is complete, the Trustee will settle the Loan in accordance with the process in the Investor Agreement.
  4. We do not guarantee that interests in Loans which are offered on the Secondary Market will be matched with any Investment Commitments, or Investment Commitments matching the entire interest in the Loan, on the Secondary Market. This will depend on there being sufficient eligible Investment Commitments which can be matched.
  5. Except as required by law, no disclosure will be made to a Borrower of any change of beneficial interest in a Loan.
  6. Following receipt of payment from the Trustee, the Trustee’s obligations to the selling Investor in respect of the Loan will be fully and completely discharged. The Trustee will thereafter hold the interest in the Loan on bare trust for the replacement Investor(s) in accordance with the Investor Agreement.

Costs

  1. Any request received by us for a Secondary Market sale by an Investor (other than an Initial Investor) will incur an administration fee, in the amount disclosed on our website, to cover our administration costs. This cost is payable by the Investor irrespective of the success or otherwise of the sale, and irrespective of whether the Loan is offered on the Secondary Market or not. This charge may be changed by us by notification on our website, from time to time.
  2. The only exception to this charge is if an Investor wishes to sell its interest in a Loan when the original Loan term has expired and the Loan has been renewed, and the Investor no longer wishes to have an interest in that Loan. In this circumstance, we may elect to waive the fee.
  3. The sale of a Loan on the Secondary Market will not incur any costs or fees for the Borrower.

Our discretion

  1. We reserve the sole right to determine if any Loan should be made available on the Secondary Market, and if we do agree to permit the offer, then we reserve the sole right to determine what information will be made available (except that nothing will be withheld that we believe is relevant to an Investor in making their investment decision).
  2. We also reserve the right, at our sole discretion and for any reason whatsoever, to remove any Loan from the Secondary Market.
  3. We may suspend or terminate the Secondary Market at any time for any reason and, except as set out in these rules, will not be required to notify Investors of its suspension or termination. Any requests to transfer interests which are listed at that time will be cancelled and the transferring Investor will be notified by us as soon as reasonably practicable after suspension or termination.
  4. At all times, we will ensure that all Secondary Market transactions are undertaken in a fair, orderly, and transparent manner.

Dated as at 1st September 2024

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Go Lend Ltd.
34 Greenpark Road
Penrose
Auckland, New Zealand

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