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Loan Conditions

    1. In these Loan Conditions, unless the context requires otherwise:

      "Acceptance" means acceptance by the Borrower of the Offer as evidenced by the Borrower signing and dating Part 3 of the Offer Letter.

      "Application Form" means the application form completed and delivered by the Borrower (or its authorised agent) to easyMoney.

      "Borrower" means the borrower described in the Offer Letter and the Term Sheet.

      "Borrowing Requirements" means the Borrower's borrowing requirements in respect of all loans entered into through easyMoney as set out in Part 1 of the Offer Letter.

      "Business Day" means any day, other than Saturday or Sunday, on which clearing banks are open for commercial business in London.

      "Conditions" means the conditions the Borrower must meet in order for the Offer to be binding on the Lender, as set out in clause 15.

      "Data Protection Legislation" means any law in force from time to time which implements the European Community's Directive 95/46/EC or Directive 2002/58/EC, or otherwise regulates the processing of personal data, and is applicable to the collection of data pursuant to the Loan Contract.

      "easyMoney" means easyMoney Limited, which is authorised and regulated by the Financial Conduct Authority under firm reference number 231680 and which operates the electronic system to facilitate the origination and arranging on loans through which the Loan Contract is generated and concluded.

      "Drawdown Date" means the date no later than 2 Business Days following the Effective Date (not including the Effective Date itself) on which the Net Loan Amount is released to the Borrower.

      "Effective Date" means the date easyMoney confirms to the Borrower that it has satisfied the conditions to drawdown as specified in clause 3.1 of these Loan Conditions.

      "Event of Default" has the meaning given to it in clause 10.1.

      "Fees" means the fees set out in the Offer Letter pro-rated by reference to the proportion of the Loan to the total amount borrowed by the Borrower pursuant to the Offer Letter.

      "Finance Documents" means the Loan Contract, the Security Documents and any Subordination Document (where relevant).

      "Gross Loan Amount" has the meaning given to it in the Term Sheet.

      "Guarantee and Debenture" has the meaning given to it in the Term Sheet.

      "Loan" means the principal amount of the loan made or to be made available to the Borrower by the Lender pursuant to the terms of the Term Sheet or (as the context requires) the principal amount outstanding for the time being of that loan.

      "Loan Contract" means the agreement between the Borrower and the Lender comprising the Term Sheet and these Loan Conditions.

      "Lender" means the lender described in the Term Sheet.

      "Material Adverse Effect" means any event or circumstance which, in the opinion of easyMoney:

      (a) is likely to materially and adversely affect the Borrower's ability to perform or otherwise comply with all or any of its obligations under the Finance Documents;

      (b) is likely to materially and adversely affect the Borrower's business, operations, property, condition (financial or otherwise) or prospects; or

      (c) is likely to result in any Finance Document not being legal, valid and binding on, and enforceable in accordance with its terms against, the Borrower and, in the case of the Security Documents, not providing the security over the assets expressed to be subject to a security interest under the Security Documents.

      "Net Loan Amount" has the meaning given to that term in the Term Sheet.

      "Nominated Account" means the bank account in the Borrower's name, details of which the Borrower provided in the Application Form.

      "Offer" means the offer made to fund the Borrower's Borrowing Requirements in the Offer Letter.

      "Offer Letter" means the offer letter addressed to the Borrower from easyMoney.

      "Permitted Security" means any Security arising under:

      (a) the Security Documents;

      (b) any liens arising by operation of law and in the ordinary course of the Borrower's business and not as a result of any default or omission by the Borrower;

      (c) any normal title retention arrangements included in a supplier's standard conditions of supply of goods acquired by the Borrower in the ordinary course of trade;

      (d) any netting or set-off arrangement entered into by the Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; and

      (f) any Security created or outstanding with easyMoney's prior written consent.

      "Property" means the property described in the Term Sheet.

      "Retained Interest" means the amount of interest retained by easyMoney from the Gross Loan Amount as shown in Section 2 of the Term Sheet.

      "Security" means any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

      "Security Documents" means the documents listed as 'Security Documents' in the Term Sheet.

      "Subordination Document' means the document listed as the 'Subordination Document' in the Term Sheet.

      "Subsidiary" has the same meaning as that contained in section 1159 of the Companies Act 2006; and

      "Term Sheet" means the term sheet setting out the aspects of the Loan that are specific to the Lender and the Borrower entered into by the Lender and by easyMoney as agent for the Borrower.

    2. Words and expressions defined in the Term Sheet have the same meanings in these Loan Conditions.
    3. If there is any conflict between the terms included in the Term Sheet and these Loan Conditions, the terms of the Term Sheet shall prevail.
    4. Any action required to be performed on a day which is not a Business Day shall be performed on the next Business Day.

    The Loan is made available to the Borrower with effect from the Drawdown Date until the Repayment Date and will be advanced to the Borrower on the terms specified in the Term Sheet and for the purpose specified in the Term Sheet.

    1. The drawdown of the Loan is conditional upon:
      1. satisfaction of the Conditions;
      2. the representations set out in the Application Form and the Security Documents being true as at the date of the Acceptance and immediately after the Drawdown Date; and
      3. no Event of Default having occurred and continuing as at the date of the Acceptance and immediately after the Drawdown Date.
    2. Subject to satisfaction of the conditions specified in clause 3.1, the Borrower should receive the Loan Amount in its Nominated Account on the Drawdown Date.
    1. EasyMoney acts as agent for the Lender for the purposes of:
      1. collecting amounts payable by the Borrower in accordance with its obligations under the Finance Documents and accounting for those amounts to the Lender;
      2. receiving notices from the Borrower in relation to the Finance Documents; and
      3. exercising rights under the Finance Documents.
    2. EasyMoney, as agent for the Lender, shall hold the Security created by the Security Document on trust for the benefit of the Lender.
    3. The Borrower shall not need to enquire as to the continuing authority of easyMoney to discharge these functions on behalf of the Lender.
    1. Interest shall, from the Drawdown Date, accrue at the Interest Rate on a daily basis on the balance outstanding from time to time under the Loan, and shall be calculated on the basis of a 365 day year without compounding.
    2. The Borrower will, subject to any Retained Interest provisions in the Term Sheet, pay all accrued interest monthly by way of security on each Interest Payment Date. EasyMoney shall hold the monies as security for the Borrower's payment obligations between the Interest Payment Date and the Interest Receipt Date.
    3. On the Drawdown Date, easyMoney shall deduct from the Gross Loan Amount an amount equal to the Retained Interest, the Fees and any other amounts said to be deductible from the Loan Amount pursuant to the Term Sheet.
    4. If the Borrower prepays or repays the Loan in advance of the Repayment Date then subject to clause 5.5, easyMoney shall release to the Borrower the amount of Retained Interest that is equivalent to the amount of interest that has not become due and payable at the time of the prepayment or repayments in accordance with the terms of the Loan Contract.
    5. If the Borrower prepays or repays the Loan during the Minimum Interest Period, easyMoney shall be entitled to deduct from the Retained Interest the amount equal to the amount of interest payable during the Minimum Interest Period.
    1. The Borrower must repay to easyMoney (as agent for the Lender) on the Repayment Date the balance outstanding under the Loan including all accrued interest and all other amounts due under the Loan Contract and under any Security Document.
    2. Unless otherwise specified in the Term Sheet, the Borrower may not re-borrow any amount repaid or prepaid under the terms of the Loan Contract. EasyMoney may refuse to extend the Term in its absolute discretion. Extension of the Term is subject to the Extension Fee set out in the Tariff.
    3. Any amounts not paid when due and payable pursuant to the Loan Contract shall bear interest at the Interest Rate for Late Payments as specified in the Term Sheet and such interest will be immediately due and payable by the Borrower.
    1. The Borrower may prepay all or part of the Loan without premium or penalty in accordance with the terms of the Term Sheet. Any such prepayment must be accompanied by all accrued interest on the amount prepaid.
    2. The Borrower cannot make overpayments on the Loan.
    3. The Borrower must prepay all amounts due under the Loan Contract on the disposal of the Property.
    4. The Borrower may not drawdown any amount it has repaid or prepaid under the terms of the Loan.
    1. All sums payable by the Borrower under the Loan Contract (whether of principal or interest) shall be paid in full without any set-off or counterclaim whatsoever and without any deductions for any taxes, deductions or withholdings of any nature unless the Borrower is required by law to make such a deduction.
    2. If the Borrower is required by law to withhold or deduct any amounts from any sum paid or payable to the Lender under the Loan Contract, the sum payable by the Borrower shall be increased by an amount so as to result in the receipt by easyMoney of an amount equal to the full amount expressed to be payable under the Loan Contract if no withholding or deduction had been required.
    3. The Borrower shall make any withholding or deduction for the purposes of taxation within the time allowed and for the minimum amount required by law.

    The Borrower covenants with the Lender and undertakes to comply with those covenants set out in this clause 9.

    The covenants in this clause 9 shall remain in force from the date of the Loan Contract for so long as any amount remains outstanding under the Finance Documents.

    1. The Borrower shall not:
      1. create, or permit to subsist, any Security on or over any of its assets; or
      2. sell, transfer or otherwise dispose of any of its assets on terms whereby such asset is or may be leased to or re-acquired or acquired by the Borrower; or
      3. sell, transfer or otherwise dispose of any of its receivables on recourse terms; or
      4. enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
      5. enter into any other preferential arrangement having a similar effect.
    2. Clause 9.1.1 shall not apply to any Security which is Permitted Security.
    3. The Borrower shall comply with the Property Undertakings as set out in Schedule 2 to the Guarantee and Debenture.
    4. The Borrower must insure the Property and its fixtures against loss and damage for the full reinstatement value of the Property to the satisfaction of easyMoney and a copy of the latest renewal certificate must be supplied to easyMoney when the Borrower receives it and when requested to deliver it by easyMoney.
    5. The Borrower covenants that, so long as any sum remains payable under the Loan Contract, it will notify the Lender in writing of the occurrence of any Event of Default, or any event or circumstance which, with the giving of notice; lapse of any period of time and/or the fulfilment of any other requirement, would or may become an Event of Default, immediately upon becoming aware of it.
    6. The Borrower shall comply in all respects with all relevant laws to which it may be subject, if failure to do so would materially impair its ability to perform its obligations under the Finance Documents.
    7. The Borrower shall procure that any of its unsecured and unsubordinated obligations and liabilities will rank, at least pari passu in right and priority of payment with all of its other unsecured and unsubordinated obligations and liabilities, present or future, actual or contingent, except for those obligations and liabilities mandatorily preferred by law of general application to companies.
    8. The Borrower shall not sell, transfer or otherwise dispose of the Property without the consent of easyMoney.
    9. The Borrower shall supply to easyMoney:
      1. where relevant, all documents dispatched by the Borrower to its shareholders (or any class of them), or its creditors generally, at the same time as they are dispatched;
      2. details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Borrower or any of its directors as soon as it becomes aware of them, and which might, if adversely determined, have a Material Adverse Effect; and
      3. promptly, any further information about its financial condition, business and operations that easyMoney may reasonably request.
    10. If easyMoney is obliged for any reason to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly on the request of easyMoney, supply (or procure the supply of) such documentation and other evidence as is reasonably requested in order for easyMoney to carry out, and be satisfied that it has complied with, all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
    1. The occurrence of any of the following events shall constitute an "Event of Default":
      1. the Borrower fails to pay any sum payable by it under the Loan Contract when due, unless its failure to pay is caused solely by an administrative error or technical problem and payment is made within five Business Days of its due date;
      2. the Borrower does not perform or comply with any one or more of its obligations (other than a failure to pay) under any Finance Document and, if that default is capable of remedy, it is not remedied within 10 Business Days after written notice of that default has been given to the Borrower by easyMoney;
      3. the Borrower becomes insolvent and unable to pay its debts as they fall due or it is deemed to be unable to pay its debts pursuant to or for the purposes of any applicable law;
      4. the Borrower applies for, or consents to, or suffers the appointment of a liquidator, receiver, manager, administrative receiver or administrator of itself or the whole or any material part of its undertaking, property, assets or revenues;
      5. any order is made by any competent court a resolution passed for the Borrower's bankruptcy, winding up or dissolution;
      6. all or any part of any Finance Document becomes invalid, unlawful, unenforceable, terminated, disputed or ceases to be effective or to have full force and effect;
      7. the Borrower ceases or threatens to cease to carry on the whole or a substantial part of its business;
      8. any part of the Property is destroyed or is damaged to a material extent (in the opinion of easyMoney) such that, taking into account the recoverable or recovered proceeds of the Insurance, the destruction or damage will have a Material Adverse Effect on the interest of the Lender;
      9. all or any part of the Property is compulsory purchased or a relevant local authority makes an order for the compulsory purchase of all or any part of the Property;
      10. any event occurs which, in the opinion of easyMoney, has or is reasonably likely to have a Material Adverse Effect;
      11. any present or future security over a substantial part of the Borrower's assets becomes enforceable and any step (including the taking of possession or the appointment of a receiver, manager, administrator or similar officer) is taken to enforce that security; or
      12. it is unlawful for the Borrower to perform or comply with any one or more of its obligations under any Finance Document.
    2. If an Event of Default occurs and is continuing easyMoney may by written notice to the Borrower declare any amount outstanding under the Loan Contract together with all accrued interest thereon to be immediately due and payable whereupon they shall become so due and payable.
    3. Any amounts not paid following a demand under clause 10.2 shall bear interest at the Interest Rate for Late Payments specified in the Tariff.
    1. EasyMoney can apply any payment made by the Borrower against any part of the Loan Amount in any manner it decides.
    2. Payment of the sums due under the Loan Contract shall be made by the Borrower to the account details provided by easyMoney in the "Welcome Letter" and payments to the Borrower shall be made to the "Nominated Account" whose details are provided by the Borrower in the Application Form.
    3. Where the Borrower is offered the ability to pay by direct debit or any other form of continuous payment authority, easyMoney or its agent will be authorised to instruct the Borrower's bank to make payments due under the Loan Contract without further reference to the Borrower. The Borrower will be permitted to cancel the continuous payment authority by contacting his bank. If payment is not received under the continuous payment authority (for example, because there are insufficient funds in the account or the authority has been cancelled) this could lead to an Event of Default.
    4. If the Borrower misses a payment or only partially pays the amount due, easyMoney will re-attempt to collect the outstanding payment and will contact the Borrower to ensure it is aware of the missed payment. If easyMoney's attempts to collect the payment fail on a second occasion and it does not receive satisfactory explanation from the Borrower within 5 Business Days, this will constitute an Event of Default.
    1. The Borrower may not transfer or assign all or any part of its rights or commitments under the Loan Contract without the consent of easyMoney.
    2. The Lender, may transfer or assign all or any of its rights and obligations it has pursuant to the Loan Contract and any other Finance Agreement without the Borrower's consent.
    1. Any representation, warranty or undertaking implied by law or by custom is expressly excluded.
    2. No amendment of the Loan Contract shall be effective unless it is in writing and signed by, or on behalf of, each party to it (or its authorised representative).
    3. EasyMoney shall enforce the terms of the Loan Contract for the benefit of the Lender and the Borrower and shall procure the payment of debts due owing under it. It may also appoint a third party for the purposes of doing so upon notice to the party against whom such rights may be enforced. Otherwise than as set out above, no person shall have rights implied under the Loan Contract and the provisions of the Contracts (Rights of Third Parties) Act 1999 are disapplied in respect of other persons.
    1. Any notice or other communication given to a party under or in connection with the Loan
    2. Contract shall be in writing and shall be made to easyMoney on behalf of the Lender or the Borrower:
      1. if addressed by the Lender or the Borrower to easyMoney;
        1. delivered by hand or by pre-paid first-class post or other next working day delivery service at [insert postal address]; or
        2. if sent by email to
      2. if addressed by easyMoney to the Borrower, delivered in accordance with easyMoney's Borrower Terms and Conditions;
      3. if addressed by easyMoney to the Lender, delivered in accordance with easyMoney's Lender Terms and Conditions.
    3. Any notice or communication shall be deemed to have been received:
      1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
      3. if sent by email, at 9.00 am on the next Business Day after transmission.
    4. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

    The following conditions must be satisfied (in form and content satisfactory to easyMoney) in order for the Net Loan Amount to be made available to the Borrower on the Drawdown Date.

      1. The Borrower has accepted the terms of the Offer Letter by completing the Acceptance.
      1. The Borrower must have signed (and each other relevant party has signed) a copy of each of the Finance Documents and the Borrower's solicitor must confirm the Borrower has provided the following signed documents to it:
        1. the Security Documents;
        2. each notice required to be delivered under the Security Documents;
        3. the Subordination Document;
        4. such other documents and confirmations as easyMoney's solicitors may require in relation to the Property;
        5. an undertaking confirming that easyMoney's solicitors' fees and expenses will be paid;
        6. confirmation from a tenant under an assured short tenancy that they have no interest in the Property.
      2. 15.2.2. The Borrower's solicitor has provided the report on Borrower.
      1. The Borrower has provided to its solicitor and easyMoney the following:
        1. the Valuation signed by the Valuer and satisfactory to easyMoney; and
        2. evidence of discharge of any existing security.
      2. EasyMoney has received the report on title from its solicitors in a form satisfactory to it.
      3. EasyMoney's solicitors have completed their due diligence and are satisfied with it.
      1. The Borrower has confirmed and provided evidence that all insurance required to be put in place in relation to the Property is in place and that the interest of easyMoney (as security trustee for the Lender) is noted as first loss payee (or as otherwise required by easyMoney) on all relevant insurance policies.
    5. OTHERS
      1. Where relevant, the Borrower has provided a certified copy of its latest available audited financial statements.
      2. The Borrower has provided all information required by easyMoney to enable it to comply with all 'know your customer' or similar identification procedures under all applicable law and regulations.
      3. EasyMoney has received a copy of the independent legal advice given to any Guarantor.
      4. EasyMoney has received from the Borrower a certified copy of any other authorisation, document, opinion or assurance which easyMoney considers necessary, as agent of the Lender, for entering into the Finance Documents, providing the Loan or to make the Finance Documents valid and enforceable.

    The Loan Contract is governed by and shall be construed in accordance with the laws of England and Wales and is subject to the non-exclusive jurisdiction of the English courts.