WeDo Loans General Terms

These general terms and conditions, (General Terms) form part of the contract between you as the Borrower and us WeDo Loans Ltd as the Lender. The General Terms are in addition to the Loan Terms, as defined in these General Terms.

The Loan Terms together with the General Terms form the Facility Agreement between you as the Borrower and us as the Lender (Facility Agreement).

1. Definitions and Interpretation

1.1 In the Facility Agreement, the following definitions apply:

Authorisation: means an approval, resolution, consent or notarisation;

Availability Period: means the period from and including the date of the Facility Agreement being signed to the date falling twenty four months after the Facility Agreement, unless demand is served earlier;

Borrower: shall be as set out under the Loan Terms;

Arrangement Fee: means the arrangement fee specified in the Loan Terms and payable by the Borrower to the Lender, defined in the Loan Terms;

Business Day: a day (other than a Saturday or Sunday or a public holiday in England where banks in London are not open for business);

Commencement: means the date of the Initial Drawdown and the Facility Agreement becoming live;

Default: means an Event of Default and/or a Potential Event of Default as the context permits;

Drawdown: means a drawdown of the Loan;

Drawdown Date: means the date of a Drawdown;

Existing Facility Agreement: means the existing facility agreement if and as defined in the Loan Terms;

Extension Fee: means the fee specified in the Loan Terms and payable by the Borrower to the Lender pursuant to the Facility Agreement set out in the repayment schedule in the Loan Terms and upon request;

Extension Notice: means the request for an extension on the Payment Date sent to the Lender for its prior written consent and agreed in writing by the Lender as forming part of the Finance Documents;

Event of Default: means any event or circumstance specified as such in Clause 14 (Events of Default);

Facility: means the loan facility made available under the Facility Agreement as described in Clause Error! Reference source not found. (Facility);

Finance Documents: means the Facility Agreement, the Guarantee/Personal Guarantee and any other document designated as such by the Lender and Finance Document;

Financial Indebtedness: means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any credit facility;

(c) any counter-indemnity obligation in respect of a guarantee, indemnity, or any other instrument issued by a bank or financial institution; and

(d) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (c) above;

Guarantee/Personal Guarantee: means any individual Obligor that makes a legal promise, to the Lender to repay the Loan, interest and any costs and expenses, from their personal assets, in the event the Borrower cannot repay the Loan;

Guarantor: means each nominated person whose particulars are specified in the Loan Terms under Personal Guarantee and/or 3rd party Guarantee;

Hazardous Items: any waste of any kind, noise, vibration, smell, fumes, smoke, soot, ash, dust, grit, pollution, chemicals, leachate, petroleum products, ground water, noxious, radioactive, inflammable, explosive, dangerous or offensive gases or materials and any other substances of whatever nature which could cause harm to the health of living organisms or the Environment or to public health or welfare;

Initial Drawdown: means the drawing of moneys equal to the Loan;

Interest Rate: shall be as specified under the Loan Terms;

Liabilities: all present and future obligations and liabilities due to the Lender from any Obligor, whether actual or contingent and whether owed jointly or severally, as principal or surety together with all costs, charges and expenses incurred by the Lender in connection with the protection, preservation or enforcement of its rights under any Finance Document;

Loan: means a loan made or to be made under the Facility or the principal amount outstanding for the time being under the Facility or thereafter Commencement of the duly executed extension of the Facility Agreement pursuant to an Extension Notice with terms approved by the Lender;

Loan Terms: means the loans terms and conditions along with these General Terms together produce the Facility Agreement;

Obligor: means the Borrower, the Guarantor and any other guarantor be it a director or 3rd party Guarantor, or surety of any Liabilities;

Party: means a party to the Facility Agreement and/or any other Finance Document;

Payment Date: means the date for the payment of interest and capital in respect of the Loan, more specifically set out in the Loan Terms or any such date varied pursuant to an Extension Notice;

Personal Net Worth: the combined value of the assets held by an Obligor or Obligors collectively, in their personal name for example but not limited to, property, savings, bonds, business worth;

Potential Event of Default: any event or circumstance which might reasonably be expected to, with the expiry of any grace period, the giving of notice, the making of any determination under any Finance Document or any combination of any of the foregoing, be an Event of Default;

Property: shall have the meaning as set out under the Loan Terms, and be specific to a Personal Guarantee;

Receiver: means an administrator, a receiver or receiver and manager or administrative receiver of the whole or part of the assets and undertaking in respect of the Personal Guarantee;

Repayment Date: if relevant to the Loan Terms, this means the date upon which all Liabilities are irrevocably discharged which shall be no later than the date specified under the Loan Terms or, if relevant, immediately on demand, subject to any Extensions on the Facility Agreement prior satisfied and executed by the Lender;

Security: means any mortgage, charge (whether fixed or floating charge, legal or equitable), Debenture, unilateral notice, pledge, lien, assignment by way of security, restriction or Personal Guarantee associated with any tangible and non-tangible assets owned by any Obligor;

Sterling and £: means the lawful currency of the United Kingdom;

Tax: means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

Tax Deduction: means a deduction on account of Tax from a payment under a Finance Document; and

VAT: means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph a) above, or imposed elsewhere.

1.2 Interpretation

Reference in the Facility Agreement to, unless contradiction in the Facility Agreement:

(a) words importing the singular shall include the plural and vice versa and words denoting any gender shall include all genders;

(b) the words “including” shall not be construed as limiting the generality of the words preceding it;

(c) the Borrower, the Lender, any Obligor, any Party or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(d) reference to “you” shall be construed as a reference to you as Borrower and a reference to “us” shall be construed as a reference to us as Lender;

(e) a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership or other entity;

(f) where the Borrower is more than one person, the obligations and liabilities of each under and pursuant to the Facility Agreement shall be joint and several;

(g) a Finance Document and/or any other agreement or instrument is a reference to that Finance Document and/or other agreement, deed or instrument as amended, novated, supplemented, added to, extended or restated from time to time;

(h) guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(i) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(j) assets includes present and future properties, revenues and rights of every description;

(k) disposal includes a sale, transfer, assignment, grant, lease, licence, charge, declaration of trust or other disposal (whether voluntary or involuntary) and “dispose” will be construed accordingly;

(l) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(m) a provision of law is a reference to that provision as amended or re-enacted;

(n) a time of day is a reference to London time; and

(o) a reference to writing or written includes fax and e-mail.

1.3 Reference to a Property shall be deemed the Property in ownership of an Obligor.

1.4 Clause, section and Schedule headings are for ease of reference.

1.5 £, GBP and sterling is the lawful currency of the United Kingdom.

1.6 Unless a contrary indication appears, a term used in any Finance Document and/or in connection with any Finance Document has the same meaning and/or notice as in the Facility Agreement.

1.7 An Event of Default is in all circumstance continuing if it has not been remedied or waived and any Potential Event of Default is continuing if it has not been waived.

1.8 Third party rights:

(a) unless consent is expressly given by the Lender in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the benefit of any term of the Facility Agreement; and

(b) notwithstanding any Finance Document, the consent of any person or persons who is not a Party to this Agreement, or, any related Finance Document is not required to rescind or vary the Facility Agreement at any time.

2. The Facility

Subject to the terms and conditions of the Facility Agreement, the Lender makes available to the Borrower a Sterling loan facility in an amount up to the amount of the Loan.

3. Purpose

3.1 The Borrower shall use the Loan for the purpose specified under paragraph 2.2 of the Loan Terms and for the payment of the Lender’s fees, costs and expenses incurred in respect of the preparation of the Finance Documents and the Lender’s due diligence in respect of the Borrower.

3.2 The Lender is not obliged to monitor or verify how any Loan under the Facility Agreement is used.

4. Drawdown

4.1 To Drawdown, the Borrower must comply with all conditions precedent outlined within the Facility Agreement (unless the Lender has waived the requirement for compliance with any such condition in writing) and the Lender (or its solicitors) has confirmed in writing once all conditions precedent have been satisfied. The Borrower must give the Lender at least one Business Day’s prior notice of the date on which the Borrower wants to draw down the Loan, specifying the amount of the proposed Loan and the Business Day on which it is to be made. Funds will be transferred directly to the nominated bank account of the Borrower, from which the DD Mandate is set up. The nominated bank account must be that assessed by the Lender at the time of Application. For avoidance of doubt there can only be one Drawdown of the Loan.

4.2 The Lender is not required to issue funds on the Drawdown Date requested by the Borrower in the Drawdown notice detailed in clause 4.1. A Drawdown Date is at the Lenders prerogative and can be made up to, but not limiting, 7 Business Days following its acceptance of a written request from the Borrower to Drawdown the Loan.

4.3 All funding amounts receivable are net of fees incurred by the Borrower in respect of the Arrangement Fee.

5. Conditions Precedent

5.1 The Borrower may not issue a Drawdown Request in respect of the Loan unless the Lender has received all the documents and evidence specified in Schedule 1 of the Loan Terms in a form and substance satisfactory to the Lender. The Lender will notify the Borrower promptly upon the conditions precedent being satisfied.

5.2 The Lender will only be obliged to complete on a proposed Loan if on the date of Drawdown:

(a) the representations and warranties in Clause 11 are true and correct in all material respects and will subsequently be true and correct in all material respects immediately after the Lender has made the Loan; and

(b) no Default is ongoing or would likely become an end result of the proposed Drawdown.

6. Interest

6.1 The Borrower shall pay interest on the Loan at the Interest Rate which shall accrue daily and shall be payable on the Payment Date in accordance with the Loan Terms on such Payment Date.

6.2 For the purposes of calculating interest, where Drawdown of the Loan occurs other than on the first Business Day of any particular calendar month or the Repayment Date occurs other than on the last Business Day of a particular calendar month, interest at the Interest Rate shall accrue and be calculated as if Drawdown was on the first Business Day of that calendar month and the Loan repaid as if the Repayment Date had occurred on the last Business Day of that calendar month irrespective of the actual date of Drawdown or repayment of the Loan as the case may be.

6.3 If the Borrower fails to make a payment due under a Finance Document on its due date, interest on the unpaid sum shall accrue daily, from the date of non-payment to the date of actual payment (both before and after judgment), at 3% per month above the Interest Rate in accordance with the Loan Terms. Any interest accruing shall be immediately payable by the Borrower on demand by the Lender. If interest on an overdue amount is unpaid, it will compound with the overdue amount and will remain immediately due and payable.

6.4 If the cost to the Lender of funding the Loan increases, the Interest Rate and shall be substituted with a rate of interest rate reasonably selected by the Lender which reflects its increased costs and notified to the Borrower as soon as practicable thereafter.

7. Fees

7.1 The Borrower may serve an Extension Notice on the Lender no later than 1 month prior to the Repayment Date and within the minimum terms set out within the Loan Terms, that the Borrower wishes to extend the Repayment Date by the period specified in such notice. The Extension Notice must specify the new Repayment Date which the Lender is not obliged to agree too, and may only accept at its sole discretion. In the event that the Lender agrees to the terms of the Extension Notice, the Borrower shall on demand pay to the Lender the Extension Fee or at the Lender’s sole discretion the Extension Fee may be added to the Loan.

7.2 The Borrower shall pay, on demand on a full indemnity basis, all costs and expenses that the Lender incurs in connection with the negotiation and preparation, execution, perfection, amendment, extension, alteration, preservation and enforcement of the Finance Documents.

7.3 If any of the Liabilities are not paid when due, the Borrower agrees to pay on demand the fees at the Lender’s standard rates as advertised on the Lenders website.

7.4 The Borrower undertakes to pay:

(a) the Arrangement Fee on the earlier of:

• (i) the date of the Facility Agreement and the Borrower agrees to such Arrangement Fee being deducted from the Loan; or
• (ii) on demand by the Lender, the Borrower pays the Arrangement Fee upfront.
  The Lender may pay a 3rd party for the introduction of the application associated with the Borrower. This Broker Fee will be deducted from the Loan.

(b) on the date of the Extension/ Refinance of the outstanding Loan in accordance with the terms of an Extension Notice or a refinance at the final Repayment Date or during the term of the Facility, subject to capital balance:

• (i) the Borrower duly agrees to such Extension Fee being added to the balance of the Net Funds payable at the time of the extension in accordance with the terms of the Extension Notice; or
• (ii) demand by the Lender whereupon the Borrower shall pay such Extension Fee directly to the Lender.

8. Repayment

8.1 The Loan shall be repaid on demand.

8.2 Notwithstanding clause 8.1 above, the Borrower shall make repayments of capital and interest in respect of the Loan and in accordance with the Loan Terms, provided that the Borrower shall repay the Loan, all accrued interest and any other Liabilities in full on or before the Repayment Date.

8.3 If the Loan Terms refer to the Repayment Date as being on demand, the Borrower shall ensure that all Liabilities are immediately discharged on demand by the Lender.

8.4 No amount of the Loan which is repaid may be reborrowed.

8.5 No amount of the Net Funds, or, Loan which is cancelled can be subsequently reinstated.

9. Prepayment

9.1 If it becomes unlawful in any applicable jurisdiction for the Lender to perform any of its obligations under the Facility Agreement or to fund or maintain any Loan or any part of any Loan:

(a) the Lender will promptly notify the Borrower upon becoming aware of that event and the Loan will be immediately cancelled; and

(b) the Borrower must repay and discharge the Liabilities in full on the date specified by the Lender referred to under Clause 10.2(e) being no earlier than the first to occur of the last day of any applicable grace period permitted by law and the Repayment Date.

9.2 Subject to Clause 11.6, the Borrower may, if it gives the Lender not less than 3 Business Days’ notice (such notice is irrevocable), prepay the Loan in full provided. Any repayment of the Loan shall be applied in inverse order of maturity and against accrued interest and/or capital at the sole discretion of the Lender.

9.3 Any prepayment under the Facility Agreement shall be made together with accrued interest on the amount prepaid subject to the minimum terms set out in the Loan Terms.

9.4 The Borrower may only prepay all or cancel all or any part of the Loan on a Payment Date having first provided the Lender with not less than 3 Business Days’ notice in accordance with Clause 9.2.

9.5 The Borrower may not repay or prepay all or cancel all or any part of the Loan except at the times and in the manner expressly provided for in the Facility Agreement.

10. Representations and Warranties

10.1 The Borrower represents and warrants to the Lender on the date of the Facility Agreement:

(a) each corporate Obligor, is a limited company, and is validly existing and duly incorporated under the laws of its jurisdiction of incorporation;

(b) each Obligor has the power to own its assets and carry on the business being conducted;

(c) no limit on any Obligor’s powers will be exceeded as a result of its entry into and performance of its obligations within the Finance Documents;

(d) each Obligor’s warrants that its obligations under the Finance Documents are legal, valid, binding and enforceable for the entirety of the agreed terms;

(e) upon commencement into and performance by each Obligor, do not and will not conflict with:

• (i) any law or regulation or official order, applicable to it;
• (ii) its constitutional documents; and
• (iii) any agreement or instrument binding on it or its assets or constitute a default or termination event (for any reason) under any such agreement or instrument henceforth;

(f) each Obligor has the power to enter into, deliver and perform, the Finance Documents and the transactions associated with them and each Obligor has taken all necessary action to authorise its entry into, delivery and performance of the Facility Agreement and/or Finance Documents (as relevant) and the transactions contemplated by them;

(g) the choice of law specified in each Finance Document will be recognised and enforced in each Obligor’s jurisdiction of incorporation;

(h) all Authorisations required:

• (i) to enable each Obligor to lawfully enter into and comply with its obligations under the Finance Documents which it is a party to; and
• (ii) to make the Finance Documents to which each Obligor is a party to, admissible in evidence in its jurisdiction of incorporation,
  have been obtained and are in full force and effect;

(i) any judgment obtained in relation to a Finance Document will be recognised and enforced in the relevant Obligor’s jurisdiction of incorporation and, in relation to a Finance Document governed by a law other than English law, in the jurisdiction of the governing law of that Finance Document;

(j) no Default has occurred and/or is continuing, or is reasonably likely to occur as a result from the making of any Loan ,or the commencement into, or performance of, or any transaction associated with the Finance Documents;

(k) no other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination thereof, would constitute) a default or termination event (however described) under any other agreement or instrument which is legally binding on any Obligor or to which any of its assets or associated businesses is subject which has or is reasonably likely to have a material adverse effect on its business, assets or condition or ability to perform its obligations under the Facility Agreement;

(l) any information, supplied by the Borrower, or on the Borrower’s behalf by third party instruction, to the Lender in connection with the Facility and the Finance Documents was, at the time it was supplied:

• (i) if it was factual information, complete, accurate and true in all material effects;
• (ii) if it was a financial projection or forecast, prepared on the basis of recent historical information and/or on the basis of reasonable assumptions and was fair and made on reasonable grounds to the best of the Borrower’s knowledge;
• (iii) if it was an opinion or intention, made after careful consideration and made on reasonable grounds to the best of the Borrower’s knowledge; and
• (iv) not misleading, nor rendered misleading by a failure to disclose other information,
  except to the extent that it was amended or updated by more recent information supplied by, or on behalf of, the Borrower to the Lender, and acknowledged and satisfied by the Lender in writing;

(m) if an Obligor is a limited liability company, and if, the most recent financial statements have been prepared in accordance with consistently applied accounting principles, in the United Kingdom represent a true view of or fairly represent its financial condition during the relevant accounting period and were approved by the relevant Obligor’s directors in compliance with section 393 of the Companies Act 2006;

(n) no litigation, arbitration or administrative proceedings are taking place, due to take place or, to the best of the Borrower’s knowledge, threatened against any Obligor, any of an Obligor’s directors or members, or any Obligor’s assets, which, in the Lender’s opinion, might reasonably be expected to have a material adverse effect associate with these Finance Documents; and

(o) the payment obligations of each Obligor under the Finance Documents rank at least on equal footing/ pari passu with any claims of all its other unsecured and creditors, except for obligations mandatorily preferred by law applying to companies under UK law;

10.2 from the date of the Net Funds release, the Borrower represents and warrants that:

(a) no breach of any law, regulation or covenant is outstanding which adversely affects or might reasonably be expected to adversely affect any Obligors Personal Net Worth in respect of any Guarantees provided under the Finance Documents;

(b) there is no covenant, agreement, stipulation, condition, right, easement or other matter whatsoever adversely affecting a Property and/or any other asset and/or undertaking of any Obligors, that may partially or in full, affect the rights under a Guarantee associated with the Finance Documents;

(c) nothing has arisen or has been or is due to be created or is outstanding which would be an overriding interest, or an unregistered interest which overrides first registration or a registered disposition, over a Property that is associated with an Obligor that could affect the Obligors Personal Net Worth at the time of, or subsequently thereafter, the Agreement Commencement Date;

(d) no Obligor has received any notice of any adverse claim by any third party in respect of the ownership of a Property or any interest in it and/or any other asset and/or undertaking of any Obligor which might reasonably be expected to be determined in favour of that person, nor has any acknowledgement been given to any such person in respect of a Property and/or any other asset and/or undertaking of any Obligor that might reasonably effect the Obligors Personal Net Worth in respect of any Guarantees provided under the Finance Documents; and

10.3 Each of the representations and warranties in this Clause 10 (Representations and Warranties) is deemed to be repeated by the Borrower on:

(i) the date Drawdown is requested;

(ii) the date of the Net Funds Release; and

(iii) each Payment Date (as may be extended pursuant to an Extension Notice approved by the Lender), by reference to the facts existing on each such date.

11. Indemnities

11.1 If the Lender is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable or under a Finance Document then the Borrower must pay the Lender an amount equal to the loss, liability or cost which the Lender has been, directly or indirectly, suffered by it.

11.2 The Borrower must, pay to the Lender within 3 Business Days of demand by the Lender, the amount of any:

(a) reduction in the rate of return from the Facility or on the Lender’s overall capital;

(b) reduction of any amount due payable under any Finance Document; or

(c) additional or increased cost, which is incurred by the Lender that it is attributable to the Lender having provided the Facility or performing its obligations under any Finance Document and which is incurred by the Lender as a result of:

• (i) the introduction of or any change of law or regulation; or
• (ii) compliance with any law or regulation made after the date of the Facility Agreement.

11.3 Clause 11.1 shall not apply:

(a) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.3; or

(b) with respect to any Tax assessed on the Lender if that Tax is imposed on or calculated by reference to the net income received or receivable.

11.4 Clause 11.2 does not apply to the extent any such amount is:

(a) compensated for by Clause 11.1or would have been compensated for but was not solely because of the application of the exclusions in Clause 11.2;

(b) attributable to a Tax Deduction required by law to be made by the Borrower; or

(c) attributable to the wilful breach by the Lender of any law or regulation.

11.5 All amounts payable under a Finance Document by the Borrower to the Lender shall be deemed to be exclusive of any VAT, and, accordingly, if VAT is chargeable, the Borrower must pay to the Lender on demand (in addition to and in respect of the standard repayable amount at the same time) an amount equal to the amount of the VAT.

11.6 The Borrower must, within 3 Business Days of demand, indemnify the Lender against any cost, loss or liability (including legal fees) incurred by it as a result of:

(a) the occurrence of any Event of Default and/or investigating what the Lender reasonably believes to be a Potential Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date;

(c) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower to the Lender subject to the Loan Terms;

(d) funding, or making arrangements to fund a Loan requested by the Borrower but not made due to the operation of any one of the provisions of the Facility Agreement;

(e) acting or relying on any notice or instruction which it reasonably believes to be genuine and appropriately authorised; or

(f) the enforcement of any rights under any Finance Document and with any proceedings instituted by or against the Lender as a consequence of it entering into a Finance Documents, or enforcing any of its rights under each and any of the Finance Documents.

12. Information Undertakings

12.1 The Borrower covenants with the Lender that, as from the date of the Facility Agreement until the Liabilities have been irrevocably discharged in full, or at the request of the Lender, it will deliver to the Lender:

(a) within 180 days after the end of each of its financial years, its annual accounts;

(b) prior to the signing of the Facility Agreement, it must complete the open banking software with the provider instructed at the Lenders preference, and such opened account will remain open for the duration of the Agreement until it is discharged;

(c) promptly upon becoming aware of them, the details of any claim, litigation, arbitration or administrative proceeds which are current, threatened or pending against any Obligor, which may have a material adverse effect; and

(d) promptly such financial or other information as the Lender may, from time to time, reasonably request relating to any Obligor and/or its business and/or its assets and undertaking.

12.2 The Borrower will notify the Lender of any Default or Potential Event of Default (and the steps, if any, being taken to remedy it) promptly on becoming aware of said action.

12.3 The personal data you have provided, we have collected from you, or we have received from third parties will be used to prevent fraud and money laundering, and to verify your identity.

12.4 Details of the personal information that will be processed include but are not limited to, for example: name, address, date of birth, contact details and financial information.

12.5 We and fraud prevention agencies may also enable law enforcement agencies to access and use your personal data to detect, investigate and prevent crime in line with the AML regulation set out by the FCA.

12.6 Before we provide services or financing to you, we undertake several fraud, anti-money laundering and KYC checks to verify the identity of you. In such circumstances we will process personal information of the Obligor and Customer associated with the Finance Documents.

12.7 Fraud prevention agencies can hold your personal data for different periods of time, and if you are considered to pose a fraud or money laundering risk, your data can be held for up to six years.

12.8 We process your personal data on the basis that we have a legitimate interest in preventing fraud and money laundering, and to verify identity, in order to protect our business and to comply with laws that apply to us. Such processing is a contractual requirement of the services or financing you have requested.

12.9 If the Lender is obliged for any reason whatsoever, to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not readily available to it, the Borrower will, promptly on the request of the Lender, supply such documentation and other evidence as is reasonably requested in order for the Lender to be able to carry out, and be satisfied that it has complied with all necessary “know your customer” or other similar checks in respect of any Obligor under all applicable laws and regulations pursuant to the transactions associated with the Finance Documents.

13. General

13.1 The Borrower will promptly obtain all Authorisations necessary under any law or regulation (and do all that is needed to maintain them in full force and effect) to enable each Obligor to perform its obligations under the Finance Documents and to ensure the legality, enforceability and admissibility in evidence of the Finance Documents in its jurisdiction of incorporation.

13.2 The Borrower will not and each other Obligor will not:

(a) sell, transfer or otherwise dispose of any of its assets on terms whereby such assets are or may be leased to or acquired by another Obligor or any other person, unless this is the standard model for their business;

(b) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(c) enter into an agreement with another financial institution, whereby the disposition of any Security may have a material effect on the Personal Net Worth of the Borrower;

(d) 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

(e) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement is entered into primarily as a method of raising Financial Indebtedness.

13.3 The Borrower will not be the creditor in respect of any loan or any form of credit (other than in the normal course of trade) to any person or company, without prior written consent from the Lender and in such circumstance will be limited to an inter-company transfer where all Obligors are associated with the transfer and performance of the Loan.

13.4 The Borrower will not incur, any obligation for Financial Indebtedness other than Financial Indebtedness arising under any Finance Document, without the prior written consent of the Lender. The finance Documents associated with this Facility contain a negative pledge and may be utilised in full force and effect;

13.5 The Borrower will not give any guarantee and/or indemnity to or enter into any document under which the Borrower assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents, subsequent to the signing of the Facility Agreement.

13.6 The Borrower must pay all Taxes due and payable by it prior to any fine, or late payment made due, in respect of its indebtedness to the Crown.

13.7 The Borrower shall take and ensure each other Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the protection or maintenance of any Security conferred or intended to be conferred on the Lender that could materially affect the Personal Net Worth of that Obligor, affecting the Guarantees within the Finance Documents.

13.8 The Borrower will carry on and conduct its business in a proper manner and will not make any change to the general nature of its day to day activity on, or subsequent to, the signing of the Facility Agreement.

13.9 The Borrower must not and shall ensure each other Obligor shall not make any press or other media communication in relation to the Facility Agreement and/or any Loan made pursuant to it without the prior written consent of the Lender.

14. Events of Default

Each of the events or circumstances set out in this Clause 14 (other than Clause 14.23) is an Event of Default.

14.1 An Obligor fails to pay on the due date any sum payable by it under any Finance Document, unless failure to do so is based purely on an administrative or technical error, and payment is made within three Business Days of its due date.

14.2 There is a breach of Clause 12 (Information undertakings), or Clause 13 (General),

14.3 An Obligor fails to comply with any clauses set out in any Finance Document (other than those referred to in Clauses 14.1 and 14.2), and if the Lender in its sole discretion considers that the Event of Default is capable of remedy, such Event of Default is not remedied within 10 Business Days of the earlier of:

(a) the Lender notifying the Borrower of the Event of Default and the remedy required; or

(b) the Borrower becoming aware of the Potential Event of Default or an eventual Event of Default.

14.4 Any representation, warranty or statement made, repeated or deemed made by an Obligor in, or pursuant to, any Finance Document is (or proves to have been) untrue, incorrect or misleading in any material respect when made, repeated or deemed made.

14.5 If:

(a) any Financial Indebtedness of an Obligor is not paid when due or within any previously agreed grace period;

(b) any Financial Indebtedness of the Borrower becomes due, or capable or being declared due and payable prior to its stated maturity by reason of an event of default (howsoever described);

(c) any commitment for Financial Indebtedness of the Borrower is cancelled or suspended by a creditor of the Borrower by reason of an event of default (howsoever described); or

(d) any creditor of an Obligor becomes entitled to declare any Financial Indebtedness owed by an Obligor due and payable prior to its stated maturity by reason of an event of default that could affect the Borrower’s ability to perform its day to day activities (howsoever described).

14.6 The value of an Obligor’s assets is less than its liabilities (taking into account contingent and prospective liabilities), as a result of further indebtedness, or the sale, disposition, or transfer of assets associated with the Guarantees.

14.7 An Obligor stops or suspends its debts, of any sort, for reasons that it may be unable to, or wishes not to, pay its debts when they fall due.

14.8 A moratorium is declared in respect of any indebtedness of an Obligor.

14.9 Any action, procedure is taken for:

(a) the suspension of payments, dissolution, administration, a moratorium declaration, winding up, bankruptcy or reorganisation of an Obligor;

(b) the enforcement of any Security over any asset of an Obligor;

(c) the appointment of a trustee in bankruptcy, liquidator, administrative receiver, receiver, administrator, compulsory manager, or other similar officer in respect of an Obligor or any of its assets; or

(d) an arrangement with any creditor of an Obligor;

14.10 An Obligor starts negotiations, or enters into any arrangement, compromise or composition, with any of its creditors with a view to rescheduling any of its Financial Indebtedness (because of actual or expected future financial difficulties).

14.11 Any legal process that is levied, enforced, or against, an Obligor’s assets and is not discharged or stayed within 30 days.

14.12 An Obligor refuses to fulfil or shows intention to repudiate any Finance Document.

14.13 All or a material part of a Property, under an Obligors Personal Net Worth assigned, or used, as part of their Guarantee, is destroyed or materially damaged causing a drop in Market Value where, in the opinion of the Lender:

a) repair or restoration is likely to take longer than two years to be completed; or

b) repair or restoration is seen as completely insurmountable and the Property must be demolished; or

c) an Obligor’s business is likely to be materially adversely affected.

14.14 Any provision of any Finance Document is or becomes, for any reason, invalid, unlawful, unenforceable, terminated, disputed or ceases to be effective or to have full force and effect.

14.15 An Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or part of its usual business trading activity.

14.16 Any litigation, arbitration, regulatory or other investigations, proceedings are commenced or threatened against any Obligor or its assets which could have a material adverse effect on the security behind the Guarantee from any of the Obligor’s.

14.17 An Obligor and/or key manager of an Obligor dies, becomes bankrupt or by reason of illness or incapacity (whether mental or physical) becomes incapable of managing his or her own affairs.

14.18 Any person who has provided a guarantee in respect of the Liabilities seeks to determine their liability under any guarantee or repudiates or purports to repudiate any such guarantee.

14.19 Where the Borrower is a limited liability company, the current shareholders or members of the Borrower cease to control the Borrower or be the beneficial owners of the entire issued share capital of the Borrower in the proportions existing at the date of the Facility Agreement. For the purposes of this Clause 14.19, “control” means directly or indirectly having the power to

a) cast, or control the casting of, more than 75% of the maximum number of votes that might be cast at a general meeting of the Borrower;

b) appoint or remove all, or the majority, of the directors or other equivalent officers of the Borrower, and

c) give directions with respect to the operating and financial policies of the Borrower with which the directors or other equivalent officers of the parent are obliged to comply.

14.20 Any event occurs which, in the opinion of the Lender, has or is likely to have a material adverse effect.

14.21 At any time after an Event of Default which is continuing, the Lender may, by notice to the Borrower:

(a) declare that all Liabilities are immediately due and payable, whereupon they shall become immediately due and payable; and/or

(b) cancel all outstanding obligations of the Lender under the Facility Agreement whereupon they shall immediately be cancelled; and/or

(c) apply the default interest rate under Clause 6.3 to the Loan or any part of it as if it were due but unpaid; and/or

(d) exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

15. Payments

15.1 All payments made by the Borrower under the Finance Documents shall be in (£) Sterling and in available cleared funds to the Lender at its account specified in the Loan Terms or such other account as the Lender may notify the Borrower from time to time.

15.2 If any payment becomes due on a day that is not a Business Day, the due date of such payment will be extended to the next official Business Day, or, if that Business Day falls in the following calendar month, the due date shall be the immediately preceding Business Day.

15.3 All payments made by the Borrower under the Finance Documents shall be made in full, without set-off, counterclaim or condition, and free and clear of and without any deduction or withholding, provided that, if the Borrower is required by law or regulation to make such deduction or withholding, it shall:

(a) pay to the relevant taxation or other authorities, in full without deduction or withholding, upon demand.

(b) ensure that the deduction or withholding does not exceed the minimum amount legally required;

(c) furnish to the Lender, within the period for payment permitted by the relevant law, either:

• (i) an official receipt of the relevant taxation authorities concerned on payment to them of amounts so deducted or withheld; or
• (ii) if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding; and

(d) pay to the Lender any additional amount deemed necessary, to ensure that the net amount received by the Lender, after the required deduction, is equal to the amount that the Lender would have received had no such deduction been made.

15.4 The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable and the Borrower must indemnify the Lender against any cost, loss or liability arising out of or as a result of any currency conversion.

15.5 If the Lender receives a payment that does not comply with the Loan Terms and is insufficient enough to discharge the Loan under the Finance Documents, the Lender will then apply the following set of obligations to the Borrower and/or obligor as set out below:

(a) First, in or towards a payment pro rata, costs and expenses owing to the Lender, any Receiver, trustee in bankruptcy and/or or any Delegate under the Finance Documents;

(b) secondly, in or towards payment pro rata of any accrued interest and fees due but unpaid under the Facility Agreement;

(c) thirdly, in or towards payment pro rata of any principal due but unpaid under the Facility Agreement; and

(d) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

This Clause 15.5 will override any appropriation made by an Obligor.

16. Set-Off

16.1 Pursuant to this agreement, the Lender retains the right to set off any matured obligations owed by the Borrower against any obligations owed by the Lender to the Borrower, regardless of the nature of either obligation, whether it is liquidated or unliquidated, present or future, or originated in any other finance-related document. Also, if the liabilities to be set off are established in varying currencies, the Lender reserves the right to convert either liability at the prevailing market exchange rate for the purpose of set off. Any exercise of the rights conferred upon the Lender under this Clause 20.1 shall not under any circumstances limit, diminish or affect any other rights or remedies which may be available to it under any other Finance Documents or by any other means.

16.2 The Lender reserves the authority, at its absolute discretion, to exercise its rights under Clause 20.1. However, after exercising the rights conferred, prompt notification shall be tendered by Lender to Borrower about the set off that has taken place.

17. Changes to the Parties

17.1 The Lender may assign any of its rights under the Finance Documents or transfer by novation any of its rights or obligations under the Finance Documents.

17.2 The Borrower may not assign any of its rights or transfer any of its rights or obligations under any Finance Document.

18. Notices

18.1 Any notice or other communication given to a party under or in connection with, any Finance Document shall be:

(a) in writing;

(b) delivered by hand, by pre-paid first-class post or other next working day delivery service; and

(c) sent to:

(i) the Borrower at its registered office address marked for the attention of the directors of the Borrower; and

(ii) the Lender at Meadowbank House, Meadowbank Business Park, Tweedale Way, Oldham OL9 8EH marked for the attention of the credit and Managing Director, or to any other address or officer as one party to the Facility Agreement may notify to the other from time to time.

18.2 Any notice or other communication that the Lender gives to the Borrower under or in connection with any Finance Document shall be deemed to have been received:

(a) if delivered by hand, at the time it is left at the relevant address; and

(b) if posted by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting.

18.3 A notice or other communication which becomes effective in accordance with Clause 21.2 on a day that is not a Business Day, or after normal business hours, will be deemed to have been received the next working Business Day.

18.4 Any notice given to the Lender shall be deemed to have been received only on actual receipt.

19. Calculations, Accounts and Certificates

19.1 Any interest, commission or fee under any Finance Document shall accrue on a day-to-day basis, according to a 365 day year.

19.2 The Lender shall maintain accounts evidencing the Liability, in accordance with its usual practice. Those accounts shall be prima facie evidence of the existence and amount of the Liabilities.

19.3 If the Lender issues any certificate, determination or notification of a rate or any amount payable under a Finance Document, it shall be conclusive evidence of the matter to which it relates.

20. Partial Invalidity

In the event that any provision (or a portion thereof) of any Finance Document is or becomes invalid, unlawful or unenforceable, it shall be considered amended to the narrowest extent necessary to make it valid, legal and enforceable. In circumstances where such amendment is not possible, the applicable provision (or portion thereof) shall be deemed deleted. Any such amendment or deletion of a provision (or portion thereof) pursuant to this Clause shall not affect the legality validity and enforceability of the remaining portions of the Finance Documents.

21. Amendments, Waivers and Consents and Remedies

21.1 No variation to any Finance Document shall have effect unless it is in writing and signed by, or on behalf of, all parties to it (or their authorised representatives).

21.2 A waiver of any right or remedy under any Finance Document or by law, or any consent given under any Finance Document, shall only be effective if given in writing by the waiving or consenting party and shall not constitute a waiver of any other breach or default. Such waiver or consent shall apply only to the circumstances for which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision.

21.3 A failure or delay by any party to exercise any right or remedy provided under any Finance Document or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy, nor shall it constitute an election to affirm any Finance Document. No partial exercise of any right or remedy provided under any Finance Document or by law shall prevent the further exercise of that or any other right or remedy. Additionally, any election by the Lender to affirm any Finance Document shall not have effect unless it is in writing.

21.4 The Borrower hereby grants explicit consent and authority to the Lender (or, where relevant, has procured the explicit consent and authority of the relevant individual) to access, process and retain any personal information provided by the Borrower in connection with the Agreement or any other Finance Document. This clause shall not affect any rights of the Borrower or the Lender under data protection legislation. The Borrower may withdraw such consent and authority by terminating any and all agreements and documents entered into with the Lender, provided that the Borrower has discharged or procured the discharge of all relevant liabilities.

21.5 The rights and remedies provided under the Finance Documents are cumulative and in addition to, rather than exclusive of, any rights and remedies provided by law.

22. Data Transfers

Whenever fraud prevention agencies transfer your personal data outside of the European Economic Area, they impose contractual obligations on the recipients of that data to protect your personal data to the standard required in the European Economic Area. They may also require the recipient to subscribe to ‘international frameworks’ intended to enable secure data sharing.

23. Your Rights

23.1 Your personal data is protected by legal rights, which include your rights to object to our processing of your personal data, request that your personal data is erased or corrected and request access to your personal data.

23.2 For more information or to exercise your data protection rights, please contact us using the contact details above.

23.3 You also have a right to complain to the Information Commissioner’s Office which regulates the processing of personal www.cifas.org.uk/fpn

24. Counterparts

24.1 Each Finance Document may be executed in any number of counterparts, each of which when executed will be classed as a duplicate original, however, all the counterparts together will be classed as one agreement.

25. Governing Law and Jurisdiction

25.1 This Facility Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.

25.2 Each party agrees irrevocably that, subject to provisions below, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this Facility Agreement or its subject matter. Nothing in this clause shall limit the right of the Lender to bring proceedings against the Borrower in any other court of competent jurisdiction, nor shall the commencement of legal proceedings in any one or more jurisdictions preclude the taking of legal proceedings in any other jurisdictions, whether concurrently or not, provided that the laws of such other jurisdiction permit such proceedings.

25.3 The Borrower irrevocably consents to any process in any legal action or proceedings under clause 25.2 being served on it in accordance with the provisions of this Facility Agreement relating to service of notices. Nothing contained in this Facility Agreement shall affect the right to serve process in any other manner permitted by law.