"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.
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.
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.
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.
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.