# STANDSTILL AGREEMENT
Date: 2 April 2035
Parties: Harrowgate Bank plc and Juniper Quay Ltd
## 1. Purpose and parties
This standstill agreement is made on 2 April 2035 between Harrowgate Bank plc, company number 08164027, of 90 King William Street, London EC4N 7DX, and Juniper Quay Ltd, company number 13650211, of 2 Dockside Road, Southampton SO14 3TL. Juniper is borrower under a facility dated 14 September 2032, with £420,000 principal outstanding.
## 2. Facts, scope and terms
Until 30 June 2035, while Juniper complies with this agreement, Harrowgate will not demand immediate repayment solely because the listed financial covenant was missed on 31 March, appoint an administrator, or enforce its debenture solely for that missed covenant. This is a temporary contractual forbearance, not a release of the debt.
## 3. Process and responsibilities
Juniper will pay ordinary interest on the facility on its scheduled dates, provide weekly cash-flow reports, preserve charged assets and insurance, and give Harrowgate reasonable access to management and records. It will not dispose of material assets, incur borrowing outside the ordinary course or make distributions without written consent.
## 4. Evidence, records and safeguards
The parties will meet each Wednesday to discuss a restructuring proposal. Juniper will deliver an independent business review by 16 May, and Harrowgate will consider it in good faith, but neither party promises to agree a variation, refinance or insolvency outcome. Professional costs remain each party's responsibility unless separately agreed.
## 5. Review, escalation and outcome
If Juniper misses an obligation under this agreement, Harrowgate may give five business days to remedy where the breach is capable of remedy. After that period, or immediately for fraud, asset dissipation or a new insolvency event, Harrowgate may exercise rights subject to the facility, security documents and applicable insolvency law.
## 6. Reservations and practical protections
No delay, meeting, information request or partial payment varies the facility or waives a right unless recorded in a signed written variation. Juniper confirms it has authority and has taken appropriate board steps; Harrowgate confirms this agreement is approved by its authorised signatory. Confidential information may be shared with advisers, funders and regulators on customary terms.
## 7. England and Wales law and completion
This completed fictional agreement ends on 30 June 2035 unless extended in signed writing. It is governed by England and Wales law, and the courts of England and Wales have exclusive jurisdiction, subject to any agreed dispute process in the facility. It is not an insolvency moratorium and does not prejudice statutory powers or third-party rights.