Loan Facility Terms and Conditions

1 Preconditions

1.1 The Borrower may not request the Loan unless the Lender has received the Preconditions in form and substance satisfactory to the Lender. The Lender shall notify the Borrower promptly upon being so satisfied.

1.2 The Lender may waive any of the Preconditions subject to such conditions (if any) as it thinks fit.

1.3 The Loan shall not be made unless on the proposed Utilisation Date:

1. 1. no Default is continuing or would result from the proposed Loan; and
   2. the Representations are true.

2 Purpose

2.1 The Borrower shall apply the Loan for the purpose specified in the Facility Letter.

2.2 The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to the Facility Letter.

3 Utilisation

3.1 Subject to condition 1 above, the Borrower may request the Loan by delivering a written notice to the Lender not later than:

1. 1. 11am 2 Business Days prior to the proposed Utilisation Date (or such other date as the Lender may agree); or
   2. such notice to specify:
      1. the Utilisation Date (being a Business Day within the Availability Period);
      2. the amount of the Loan which must be for the whole of the Facility Amount; and
      3. the account to which the Loan should be credited.

3.2 Such request shall be irrevocable.

4 Illegality, prepayment and cancellation

4.1 If it becomes unlawful for the Lender to perform any of its obligations under the Facility Letter or to fund the Loan:

1. 1. on the Lender notifying the Borrower of such fact, the Facility will be immediately cancelled; and
   2. the Borrower shall repay the Loan on the date specified by the Lender (being no earlier than the last day of any applicable grace period permitted by law).

4.2 The Borrower may, if it gives the Lender not less than 1 Month’s (or such shorter period as the Lender may agree) prior written notice, cancel the whole or any part of the Facility.

4.3

1. 1. if
      1. any sum payable to the Lender by the Borrower is required to be increased under condition 8.1b); or
      2. he Lender claims indemnification from the Borrower under conditions 8.2 or 10,

      the Borrower may, whilst the circumstance giving rise to the requirement to pay an increased amount or indemnify continues, give the Lender written notice of the Borrower's intention to prepay the Loan in full.

   2. On the date specified by the Borrower in a notice under condition 4.3a), it shall repay the Loan in full and the Facility shall be cancelled.

4.4

1. 1. The Borrower may, if it gives the Lender not less than 1 Month’s (or such shorter period as the Lender may agree) prior written notice, prepay the whole or any part of the Loan provided that, if in part, the amount so prepaid must be at least the Minimum Prepayment Amount (or such other amount as the Lender may agree).
   2. The Loan may only be prepaid after the last day of the Availability Period.

4.5

1. 1. Any notice of prepayment or cancellation shall be irrevocable and shall specify the date on which the relevant prepayment or cancellation is to be made and the amount of that prepayment or cancellation.
   2. Any cancellation of the Facility Amount or prepayment of the Loan (whether made voluntarily or as required to be made under the Facility Letter) shall be made together with accrued interest on the amount prepaid.
   3. The Borrower shall pay to the Lender on demand any other loss, cost or liability incurred by the Lender due to any payment being received before or after its due date or incurred by the Lender due to any part of the Facility Amount being cancelled.
   4. The Borrower shall not repay, prepay or cancel all or any part of the Loan or the Facility Amount except at the times and in the manner expressly provided for in the Facility Letter and/or these conditions.

4.6 Any undrawn Facility Amount will be automatically cancelled on the expiry of the Availability Period.

4.7 No part of the Facility Amount which is cancelled may be subsequently reinstated.

4.8 Unless expressly provided to the contrary in the Facility Letter, no amount of the Facility repaid or prepaid may be re-borrowed.

5 Interest

5.1 Interest shall accrue on the Loan at the applicable interest rate and for the applicable period set out in the Facility Letter.

5.2 Unless the Facility Letter specifies that accrued interest on the Loan is to be rolled-up on each Interest Payment Date, the Borrower shall pay accrued interest on the Loan on each Interest Payment Date.

6 Loan

6.1 The amount of the Facility, the term of the Facility and the duration of each Interest Period for the Loan and the repayment terms for the Loan shall be specified in the Facility Letter.

6.2 No Interest Period may extend beyond the Termination Date.

6.3 If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the Next Business Day in that month (if there is one) or the preceding Business Day (if there is not).

6.4 The first Interest Period for the Loan shall start on the Utilisation Date and each Interest Period thereafter shall start on the last day of its preceding Interest Period.

7 Default interest

7.1 If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, default interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is 2 per cent per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan. Any interest accruing under this condition 7.1 shall be immediately payable by the Borrower on demand by the Lender.

7.2 If, as a result of the occurrence of an Event of Default, the Lender gives notice pursuant to condition 17.2 below, any such overdue amount will include the Loan and all other amounts then due and payable under the Facility Letter as a result of such action by the Lender.

7.3 Default interest (if unpaid) accruing on an overdue amount will be compounded with the overdue amount on each Interest Payment Date but will remain immediately due and payable.

8 Tax gross up and indemnities

8.1

1. 1. The Borrower shall make all payments to be made by it under any Finance Document without any Tax Deduction, unless a Tax Deduction is required by law.
   2. If a Tax Deduction is required by law to be made by the Borrower the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
   3. The Borrower will not be required to make an increased payment under condition 8.1b) if on the due date for the payment:
      1. the Lender is not a bank or other financial institution (other than due to a change after the date of the Facility Letter in (or in the application or interpretation of) any law or any published practice or concession of any taxing authority); and
      2. the payment could have been made to a bank or other financial institution without a Tax Deduction.
   4. If the Borrower is required by law to make a Tax Deduction it shall make any payment required in connection with that Tax Deduction to the relevant taxing authority and supply to the Lender within 20 Business Days of making the Tax Deduction evidence reasonably satisfactory to the Lender that such payment has been made to the relevant taxing authority.

8.2

1. 1. The Borrower will pay to the Lender on demand an amount equal to any loss, cost or liability which the Lender determines that it has suffered on account of any Tax in respect of any Finance Document.
   2. Condition 8.2a) does not apply to:
      1. any Tax calculated by reference to the Lender’s net income (save for sums deemed to be received or receivable); or
      2. the extent that the loss, cost or liability is compensated for by an increased payment under condition 8.1 (or would have been compensated for had the circumstances in condition 8.1c) not applied).
   3. Any demand which the Lender makes under condition 8.2a) will include its calculation of the amount demanded save for any matters which it determines are confidential and relate to its funding or taxation arrangements.

8.3 If the Borrower makes an increased payment under condition 8.1 or a payment under condition 8.2 and the Lender determines that it has obtained, utilised and retained the benefit of a Tax Credit attributable to that increased payment or payment, it will pay to the Borrower an amount that it determines leaves it in the same after Tax position as it would have been in had no increased payment been required under condition 8.1 or no payment required under condition 8.2 (as applicable).

8.4 The Borrower shall pay, and, on demand, indemnify the Lender against any cost, loss or liability the Lender incurs in relation to, all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

8.5 All amounts payable under a Finance Document by the Borrower shall be deemed to be exclusive of any VAT. If VAT is chargeable, the Borrower shall pay to the Lender (in addition to and at the same time as paying such amount) an amount equal to the amount of the VAT.

9 Increased Costs

9.1

1. 1. Subject to condition 9.2, the Borrower shall, on demand by the Lender, pay to the Lender the amount of any Increased Costs incurred by the Lender as a result of:
      1. the introduction of or any change in (or in the interpretation or application of) any law or regulation;
      2. compliance with any law or regulation made after the date of the Facility Letter; or
      3. any change in the financial condition of the Borrower after the date of the Facility Letter.
   2.  In these conditions, Increased Costs means:
      
      1. a reduction in the rate of return from the Facility or on the Lender's overall capital;
      2.  an additional or increased cost; or
      3. a reduction of any amount due and payable under any Finance Document,

      which is incurred or suffered by the Lender to the extent that it is attributable to the Lender having entered into the Facility or funding or performing its obligations under any Finance Document.

9.2 Condition 9.1 does not apply to the extent any Increased Cost is:

1. 1. attributable to a Tax Deduction required by law to be made by the Borrower;
   2. compensated for by a payment under condition 8.2 (or would have been compensated for had none of the exceptions in condition 8.2b) applied); or
   3. attributable to the wilful breach by the Lender of any law or regulation.

10 Indemnity

The Borrower shall, on demand, indemnify the Lender against any cost, loss or liability incurred by the Lender as a result of:

1. 1. the occurrence of any Event of Default;
   2. a failure by an Obligor to pay any amount due under a Finance Document on its due date;
   3. a failure by an Obligor to comply with any Environmental Law;
   4. funding, or making arrangements to fund, the Loan requested by the Borrower but not made by reason of the operation of any one or more of the provisions of these conditions or the Facility Letter (other than by reason of gross negligence or wilful default by the Lender alone); 
      

      or

   5. the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

11 Costs and expenses

11.1 The Borrower shall pay to the Lender on demand the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender in connection with:

1. 1. the negotiation, preparation and execution of any Finance Document; and
   2. any amendment, release, waiver or consent required in relation to a Finance Document.

11.2 The Borrower shall, on demand, pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender:

1. 1. in investigating any circumstances which the Lender reasonably believes may constitute a Default; or
   2. in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

Any amount payable to the Lender under this condition 11.2 may include the cost of utilising the Lender's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Lender may notify to the Borrower, and which, if demanded, is in addition to any monitoring or other similar fee that may be payable to the Lender under the Facility Letter.

11.3 If at any time the Lender reasonably believes that an Obligor is in breach of any of its obligations under any Finance Document to which it is a party, the Lender may appoint a person to investigate whether a breach has occurred. The Borrower will (and shall ensure that any applicable Obligor shall) co-operate with any such investigation and the Borrower will pay to the Lender on demand an amount equal to all costs and expenses that the Lender incurs in connection with such appointment.

12 Fees

The Borrower shall pay to the Lender such fees as may be specified in any Finance Document, on the dates and in the amounts specified in that Finance Document.

13 Representations

The Borrower represents and warrants to the Lender that:

13.1 In respect of each Obligor:

1. 1. if it is a body corporate (including a limited liability partnership), it was duly incorporated and is validly existing under the laws of its jurisdiction of incorporation;
   2. if it is a partnership, it is duly constituted and validly existing under the laws of its jurisdiction of constitution;
   3. if it is a trust, it is duly constituted and validly existing under the laws of its jurisdiction of constitution; and
   4. it has power to own its assets and to carry on its business as it is being conducted.

13.2 Each Finance Document is in full force and effect and the obligations expressed to be assumed by each Obligor in each Finance Document to which that Obligor is a party are legal, valid, binding and enforceable obligations and (without limiting the generality of this condition 13.2) each Security Document creates the Security which it purports to create and that Security is valid and effective.

13.3 The entry into and performance by each Obligor of, and the transactions contemplated by, the Finance Documents to which that Obligor is a party do not and will not conflict with:

1. 1. any law or regulation applicable to that Obligor;
   2. its constitutional documents (if any); or
   3. any agreement or instrument binding on it or any of its assets,

nor oblige that Obligor to create any Security over any of its assets (other than under a Security Document).

13.4 Each Obligor has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

13.5 All Authorisations required to enable an Obligor lawfully to enter into, exercise its rights and comply with its obligations under the Finance Documents to which it is a party have been obtained or effected (as appropriate) and are in full force and effect.

13.6 No Obligor has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

13.7 No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency is current or pending or, so far as the Borrower is aware, threatened against any Obligor which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

13.8 Subject to items mandatorily preferred by law and any Security permitted under the terms of the Facility Letter, the Security Documents have or will have first ranking priority and are not subject to any prior ranking or pari passu ranking Security.

13.9 Each Obligor has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

13.10

1. 1. All information supplied by the Borrower to the Lender in connection with the Finance Documents was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it was stated.
   2. All information supplied by the Borrower or on its behalf in connection with the preparation of the Reports was true, complete and accurate in all material respects at the dates supplied.
   3. All statements of fact in the Reports were true and accurate in all material respects as at the date of the relevant Report.
   4. So far as the Borrower is aware (having made due and careful enquiry), as at the date of the relevant Report, no Report is misleading in any material respect (whether by virtue of information included in or omitted from the Report) and there is no expression of opinion contained in, or any conclusion reached in, any Report which is not fair and reasonable.
   5. Prior to the date of the Facility Letter the Borrower supplied to the Lender all information known to the Borrower which could reasonably be expected to be relevant to a person deciding whether to make loan facilities available to the Borrower.

13.11 Under the laws of each Obligor's jurisdiction of incorporation or constitution (as applicable) it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except registration of any security interest created by or pursuant to a Security Document pursuant to the Companies Acts 1931-2004 and/or the Companies Act 2006, and payment of associated fees.

13.12 There has been no material adverse change in the Borrower's assets, business or financial condition since the date of the latest financial statements provided to the Lender under the Facility Letter.

13.13 No Event of Default has occurred and is continuing.

13.14 All the Representations are made (or are deemed to be made and repeated) by the Borrower on:

1. 1. the date of acceptance by the Borrower of the terms of the Facility Letter;
   2. each Utilisation Date; and
   3. each Interest Payment Date.
   4. Each Representation deemed to be made after the date of acceptance by the Borrower of the terms of the Facility Letter shall be deemed to be made by reference to the facts and circumstances existing at the date the Representation is deemed to be made.

14 Information undertakings

The undertakings in this condition 14 remain in force from the date of acceptance by the Borrower of the terms of the Facility Letter for so long as any amount is outstanding under the Facility Letter or the Facility is available for borrowing.

14.1 The Borrower shall supply to the Lender the financial information specified in the Facility Letter at the times specified in the Facility Letter.

14.2

1. 1. Where the Facility Letter requires that the Borrower provides financial statements, the Borrower shall procure that each set of financial statements delivered under the Facility Letter is prepared using GAAP (if the Borrower is a body corporate (including a limited liability partnership) and accounting practices and financial reference periods consistent with those applied in the preparation of any financial statements provided to the Lender prior to the date of the Facility Letter.
   2.  
      1. If after the date of the Facility Letter, there is any change in the accounting practices used by the Borrower in connection with the preparation of its financial statements, the Borrower shall promptly notify the Lender of such change.
      2. Following any such notification from the Borrower and, if the Lender so requests, the Lender and the Borrower shall enter into discussions, in good faith, with a view to agreeing such amendments to the Finance Documents as may be necessary to grant to the Lender protection comparable to that granted on the date of the Facility Letter, and any amendments so agreed will take effect on the date agreed between the Lender and the Borrower.
      3. If no such agreement is reached within 30 days of the Lender's request, the Lender shall be entitled to instruct independent accountants to determine any amendments to the Finance Documents which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lender protection comparable to that granted on the date of the Facility Letter, which amendments shall take effect when so determined and notified to the Borrower. Any amendments determined by such accountants shall be binding on both the Lender and the Borrower. The Borrower shall on demand by the Lender reimburse the Lender the costs of instructing such accountants.

14.3 The Borrower shall supply to the Lender:

1. 1. at the same time as they are despatched, copies of all documents despatched to the creditors generally of an Obligor;
   2. promptly on becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against an Obligor and which, if adversely determined, are likely to have a Material Adverse Effect; and
   3. such information regarding the financial condition, business and operations of any Obligor as the Lender may reasonably request.

14.4 If so specified in the Facility Letter, the Borrower shall supply to the Lender, as soon as the same become available but in any event before the start of each of its financial years, an annual budget of the Borrower for that financial year.

14.5

1. 1. The Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
   2. Promptly upon a request by the Lender, the Borrower shall supply to the Lender a certificate signed by an authorised signatory of the Borrower certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

15 General undertakings

The undertakings in this condition 15 remain in force from the date of acceptance by the Borrower of the terms of the Facility Letter for so long as any amount is outstanding under the Facility Letter or the Facility is available for borrowing.

15.1 The Borrower will comply with all laws and regulations applicable to it.

15.2 The Borrower shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that such payment is being contested in good faith.

15.3 The Borrower shall maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary or desirable in the conduct of its business.

15.4 The Borrower shall not (and shall ensure that no Obligor will) make a substantial change to the general nature of its business or operations without the prior written consent of the Lender.

15.5 If it is a partnership, the Borrower will notify the Lender promptly of:

1. 1. the death, bankruptcy, incapacity, expulsion or retirement of a partner of the partnership;
   2. any other event which results in a person ceasing to be a partner of the partnership; and
   3. a new partner being appointed to the partnership.

15.6 If it is a partnership, the Borrower will ensure that no new partner is appointed to the partnership without such partner acceding to the terms of the Facility Letter and any other applicable Finance Document in a manner acceptable to the Lender.

15.7 If it is a limited liability partnership, the Borrower will notify the Lender promptly if any person becomes a member of the Borrower or any person ceases to be a member of the Borrower.

15.8 If it is a limited liability partnership, the Borrower shall not:

1. 1. distribute or repay to any members, all or part of their capital contribution, any loan made by a member to the Borrower or any reserves; or
   2. redesignate all or any part of any member's capital contribution as a loan,

without the Lender's prior written consent.

15.9 If it is a trust, the Borrower will notify the Lender promptly of:

1. 1. the death, bankruptcy, incapacity, expulsion or retirement of a trustee of the trust;
   2. any other event which results in a person ceasing to be a trustee of the trust; and
   3. a new trustee being appointed to the trust.

15.10 If it is a trust, the Borrower will ensure that no new trustee is appointed as a trustee of the trust without such trustee acceding to the terms of the Facility Letter and any other applicable Finance Document in a manner acceptable to the Lender.

15.11 The Borrower will not (and will ensure that no Obligor will) (whether by a single transaction or a series of related or unrelated transactions and whether at the same time or over a period of time) sell, transfer, lease or otherwise dispose of any of its Charged Assets or agree to do so other than:

1. 1. with the prior written consent of the Lender (such consent not to be unreasonably withheld); and
   2. as may be permitted under the terms of the Facility Letter.

15.12 The Borrower shall not (and will ensure that no Obligor will) incur any Financial Indebtedness or grant any guarantee other than:

1. 1. pursuant to the Finance Documents; and
   2. as may be permitted under the terms of the Facility Letter.

15.13 The Borrower shall not create or permit to subsist any Security over any of its Charged Assets other than:

1. 1. pursuant to the Security Documents; and
   2. as may be permitted under the terms of the Facility Letter.

15.14 The Borrower shall procure that its payment obligations under the Finance Documents rank at least pari passu with the claims of all other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by laws of general application.

15.15 The Borrower will enter into such further Security Documents in favour of the Lender as the Lender may require from time to time and will procure that each Supporter will enter into such Security Documents in favour of the Lender as it shall notify to the Borrower from time to time and all such Security Documents will secure the Loan and any other money due owing or incurred to the Lender by the Borrower.

15.16 The Borrower shall (and shall ensure that each Obligor will) insure its business, operations and assets with reputable underwriters or insurance companies against such risks, including, without limitation, risks in relation to environmental claims and to such extent as is usual for entities carrying on the same or substantially similar business or operations.

15.17 The Borrower shall maintain an account with the Lender to facilitate payments by the Borrower under the Finance Documents.

15.18 The Borrower shall comply with any undertakings specified in the Facility Letter.

16 Financial Covenants

The Borrower shall comply with all Financial Covenants specified in the Facility Letter.

17 Events of Default

17.1 Each of the following is an Event of Default:

1. 1. An Obligor fails to pay any amount due under the Finance Documents on its due date for payment and in accordance with the Finance Documents unless the failure to pay is due to a technical error in the transmission of funds and payment is made within 2 Business Days.
   2. The Borrower does not comply with any Material Provision or any Financial Covenant.
   3. Any Obligor does not comply with any provision of the Finance Documents (other than those referred to in conditions 17.1a) and 17.1b)) and, if that failure to comply is capable of remedy, it is not remedied within 10 Business Days of the earlier of the Lender giving notice to the Obligor or that Obligor becoming aware of the failure to comply.
   4. Any representation or statement made by an Obligor in any Finance Document or any document delivered to the Lender under or in connection with any Finance Document is incorrect or misleading when made or deemed to be made.
   5. 
      
      1. Any Financial Indebtedness of an Obligor is not paid when due nor within any originally applicable grace period.
      2. Any Financial Indebtedness of an Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
      3. Any facility for Financial Indebtedness offered to an Obligor is withdrawn, cancelled or suspended by a creditor of that Obligor as a result of an event of default (however described).
      4. Any creditor of an Obligor becomes entitled to declare any Financial Indebtedness of that Obligor due and payable prior to its specified maturity as a result of an event of default (however described).
      5. Any demand is made by a creditor in respect of any Financial Indebtedness of an Obligor which is incurred pursuant to an on demand facility (however described).
   6. Any Obligor is unable or admits an inability to pay its debts or, by reason of actual or anticipated financial difficulties suspends payment of any of its debts or enters into negotiations with any of its creditors with a view to rescheduling its debts which is likely to result in any property of any Obligor being declared en désastre.
   7. The value of the assets of the Borrower is less than its liabilities (taking into account contingent and prospective liabilities).
   8. Any step is taken with a view to:
      1. the winding up, dissolution, administration or any analogous procedure in respect of any Obligor;
      2. the appointment of a receiver, trustee in bankruptcy, liquidator, administrator, the Isle of Man coroner or other similar officer of any Obligor or its assets other than the presentation of a winding up petition which is frivolous and vexatious and is dismissed within 10 Business Days or, if earlier, prior to the date on which it is advertised;
      3. the bankruptcy of an Obligor; or
      4. the rescheduling of the debts of any Obligor pursuant to a reorganisation, voluntary arrangement or otherwise.
   9. Any steps are taken to enforce any Security over the assets of any Obligor.
   10. Any distress, diligence, inhibition, execution or similar process affects the assets of any Obligor and is not discharged within 10 Business Days.
   11. It becomes unlawful for any Obligor to perform its obligations under the Finance Documents.
   12. Any Security created or expressed to be created by any Finance Document is not or ceases to be valid and effective.
   13. Any Supporter gives notice to the Lender to determine its obligations under a guarantee granted by it to the Lender.
   14. Any Finance Document ceases to be legal, valid, binding or enforceable.
   15. Any Obligor ceases to carry on all or a material part of its business or operations.
   16. If the Borrower is a company, a Change of Control occurs.
   17. If the Borrower is a Group, an Obligor (other than the Borrower) ceases to be a wholly-owned Subsidiary of the Borrower.
   18. If the Borrower is an LLC, there is a change to either:
       1. the identity of the members of the Borrower; or
       2. the proportion of the respective interests of the members in the Borrower.
   19. Any Obligor who is an individual dies or lacks mental capacity.
   20. Any Obligor which is a body corporate or a limited liability partnership is dissolved or wound up.
   21. Any Obligor which is a trust or partnership is dissolved, terminated or wound up.
   22. Any event occurs or circumstances arise which have a Material Adverse Effect.
   23. Any other event or circumstance specified as being an Event of Default in the Facility Letter occurs.

17.2 While any Event of Default is continuing, the Lender may by giving notice to the Borrower:

1. 1. cancel all or any part of the Facility; and/or
   2. demand immediate repayment of all or any part of the Loan, together with accrued interest (including default interest) and any other sums outstanding under any Finance Document; and/or
   3. declare that all or any part of the Loan is repayable on demand; and/or
   4. exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

18 Changes to the parties

18.1 The Lender may:

1. 1. assign any of its rights; or
   2. transfer by novation any of its rights and obligations,

under any of the Finance Documents to another bank or other financial institution and the Borrower shall promptly take (at the Lender's cost) all steps necessary or desirable to facilitate any such assignment or transfer.

18.2 The Lender may disclose to any person:

1. 1. to (or through) whom its assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under the Finance Documents;
   2. with (or through) whom its enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, any Finance Document or the Borrower; or
   3. to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,

any information about the Borrower and the Finance Documents as the Lender shall consider appropriate.

18.3 The Lender may also disclose information about the Borrower's account(s) to any Affiliate, their authorised agents and credit reference agencies for credit assessment, fraud prevention, processing of transactions, debt recovery and general business purposes and to let the Borrower know of any products or services which may be of interest to the Borrower.

18.4 The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

19 Conduct of business

No provision of the Finance Documents will:

1. 1. interfere with the Lender's right to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; or
   2. oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any compensation in respect of Tax.

20 Payment mechanics

20.1 On each date on which the Borrower is required to make a payment under a Finance Document, it shall make the same available to the Lender for value on the due date.

20.2 If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Lender shall apply that payment towards the Borrower's liabilities under the Finance Documents in such order as the Lender shall determine.

20.3 All payments to be made by Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

20.4 Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

20.5 If a change in any currency of the United Kingdom occurs, the Finance Documents will, to the extent the Lender (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the relevant interbank market and otherwise to reflect the change in currency.

20.6 The Lender may (but is not obliged to) debit to any account of the Borrower any amount due and payable by the Borrower (but unpaid) under the Finance Documents.

21 Set off

The Lender may set off any matured obligation due from the Borrower under the Finance Documents against any matured obligation owed by the Lender to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

22 Notices

22.1 Any communication to be made under or in connection with any Facility Letter shall be made in writing and, unless otherwise stated, may be made by letter.

22.2 The address (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication or document to be made or delivered under or in connection with any Finance Document is that specified in the Facility Letter or any substitute address, or department or officer as either party may notify to the other by not less than 5 Business Days' notice.

22.3

1. 1. Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective when it has been left at the relevant address or 2 Business Days after being deposited in the post postage prepaid in an envelope addressed to that address, and, if a particular department or officer is specified as part of its address details provided under condition 22.2, if addressed to that department or officer.
   2. Any communication or document to be made or delivered to the Lender will be effective only when actually received by the Lender and then only if it is expressly marked for the attention of the department or officer identified above (or any substitute department or officer as the Lender shall specify for this purpose).

23 Calculations and certificates

23.1 In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

23.2 Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

23.3 Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days in relation to euro denominated amounts and 365 days in relation to sterling denominated amounts.

24 Know your customer

If as a result of:

1. 1. the introduction of or any change in (or in the interpretation or application of) any law or regulation after the date of the Facility Letter;
   2. any change in the status or composition or shareholders, partners or trustees of any Obligor or any person becoming an Obligor after the date of the Facility Letter; or
   3. any proposed assignment or transfer by the Lender of any of its rights and/or obligations under the Finance Documents,

the Lender (or any prospective new Lender) is obliged to comply with any "know your customer" or similar identification procedures, the Borrower will (and will ensure that each Obligor or other relevant person will) supply to the Lender (or to that prospective new Lender) such documentation and other evidence as the Lender (or that prospective new Lender) may reasonably request to enable the Lender (or that prospective new Lender) to ensure compliance with those procedures.

25 Partial invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

26 Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.

27 Third parties

A person who is not a party to the Facility Letter has no rights to enforce any term of the Facility Letter.

28 Joint and several liability

Where the Borrower comprises two or more persons:

1. 1. the liability of each of them under the Facility Letter is joint and several;
   2. if any of them dies, becomes insolvent or lacks full mental capacity this will not affect the liability of the remainder of them; and
   3. references to the Borrower’s liabilities include the liabilities of any one or more of them.

29 Publicity

The Borrower may not delay nor unreasonably withhold its consent to the Lender publicising (by such means as the Lender may determine) its role in the funding made available to the Borrower under the Facility Letter or any transaction in connection therewith.

30 Inconsistency with Security Documents

30.1 Subject to condition 30.2, to the extent that there is any inconsistency between the terms of any Security Document and the terms of the Facility Letter, then until such time as all liabilities and obligations of the Borrower under the Facility Letter are repaid and discharged in full, the terms of the Facility Letter shall prevail.

30.2 Condition 30.1 above shall not apply in respect of any right of the Lender to set-off contained in any Security Document.

31 Counterparts

31.1 Subject to condition 31.2 below, each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of that Finance Document.

31.2 Condition 31.1 shall not apply to any Finance Document which is governed by Scottish law.

32 Governing law

The Facility Letter (and any non-contractual obligations arising out of or in connection with it) shall be governed by, and construed in accordance with, the law of the Isle of Man.

33 Jurisdiction

33.1 For the benefit of the Lender, the Borrower submits to the exclusive jurisdiction of the courts of the Isle of Man in relation to all claims, disputes, differences or other matters arising out of or in connection with the Finance Documents to which it is a party provided that nothing in this condition 33.1 shall prevent the Lender in its sole and unfettered discretion from commencing proceedings against the Borrower in any court of competent jurisdiction.

33.2 The Borrower waives any right that it may have:

1. 1. to object on any ground to an action being brought in the courts of the Isle of Man, to claim that the action brought in the courts of the Isle of Man has been brought in an inconvenient forum, or to claim that the courts of the Isle of Man do not have jurisdiction; and
   2. to oppose the enforcement of any judgment of any court of the Isle of Man.

34 Definitions and interpretation

34.1 Definitions

The following terms have the following meanings:

acting in concert means, in relation to a company, that a group of persons agree (either formally or informally) to co-operate through the acquisition of the shares in that company by any of them, to obtain control (either directly or indirectly) of that company

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing or registration

Availability Period has the meaning given to it in the Facility Letter

Bail-In Action means the exercise of any Write-down and Conversion Powers

Bail-In Legislation means:

1. 1. in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time and
   2. in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation

Borrower has the meaning given to it in the Facility Letter

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in the Isle of Man

Change of Control means, in relation to a company, that any person or group of persons acting in concert gains direct or indirect Control of that company

Charged Assets means the assets and undertaking of an Obligor which are subject to Security granted in favour of the Lender pursuant to any Security Document

Control, in relation to a company, means:

1. 1. having the power to:
      1. appoint or remove all or the majority of the directors of that company or
      2. give instructions in respect of the operations or business with which the directors of that company are obliged to comply and/or
   2. holding or controlling the voting rights in respect of at least 50 per cent of the issued share capital of that company

Default means an Event of Default or any event or circumstance specified in condition 17 which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway

Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

1. 1. air (including, without limitation, air within natural or man-made structures, whether above or below ground)
   2. water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers) and
   3. land (including, without limitation, land under water)

Environmental Law means any applicable law or regulation which relates to:

1. 1. the pollution or protection of the Environment
   2. the conditions of the workplace or
   3. the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other is, capable of causing harm to the Environment, including, without limitation, any waste

EU Bail-In Legislation Schedule means the document described as such and published by the Loan Market Association (or any successor person) from time to time

Event of Default means any event or circumstance specified as such in condition 17 or the Facility Letter

Facility means the loan facility offered to the Borrower in the Facility Letter

Facility Amount has the meaning given to it in the Facility Letter

Facility Letter means the facility letter issued by the Lender to the Borrower incorporating these terms and conditions

Finance Document means the Facility Letter, each Security Document, each guarantee, indemnity or other form of assurance by an Obligor to the Lender in respect of any of the obligations of the Borrower, the notice from the Borrower requesting the Loan and each other document designated as a Finance Document by both the Borrower and the Lender in writing

Financial Covenant means each of the covenants (if any) set out in clause 1 in the Facility Letter

Financial Indebtedness means any indebtedness owed to any person for or in respect of:

1. 1. monies borrowed
   2. any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent
   3. any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument
   4. the amount of any liability in respect of any lease or hire purchase contract which would (in accordance with GAAP) be treated as a finance or capital lease
   5. receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis)
   6. any hedging transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and when calculating the value of that transaction the marked to market value shall be taken into account)
   7. any counter indemnity in respect of any guarantee, bond, letter of credit or other instrument issued by a financial institution
   8. any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind entering into the agreement is to raise finance or the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply
   9. any amount raised under any other transaction having the commercial effect of borrowing and
   10. the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) – (i) above

GAAP means generally accepted accounting principles in the United Kingdom

Group means the Borrower and each of its Subsidiaries for the time being and member of the Group shall be construed accordingly

VAT means value added tax and any other tax of a similar nature which may be imposed from time to time

Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary

Increased Costs has the meaning given to it in condition 9.1b)

Interest Payment Date means each date specified for the payment of interest on the Loan in the Facility Letter

Interest Period, has the meaning given to it in the Facility Letter

Lender has the meaning given to it in the Facility Letter

Loan means the principal amount outstanding for the time being under the Facility (including, where applicable, capitalised interest)

Material Adverse Effect means, in the opinion of the Lender, a material adverse effect on:

1. 1. the business, operations, assets, condition or prospects of any Obligor or
   2. the ability of any Obligor to perform its obligations under the Finance Documents or
   3. the value or enforceability of any Security, guarantee or indemnity granted or purported to be granted pursuant to any Finance Document

Material Provision means each of condition 14.1, condition 14.2, condition 14.4, condition 15.4, condition 15.11 to condition 15.14 (inclusive), condition 15.16 and any conditions specified in the Facility Letter

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

1. 1. if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one or, if there is not, on the immediately preceding Business Day and
   2. if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month

provided that the rules in (a) and (b) above will only apply to the last month of any period

Obligor means the Borrower or any Supporter

Preconditions means the documents and other evidence listed in schedule 1 to the Facility Letter

Reports means each of the reports (if any) specified in schedule 1 to the Facility Letter

Representations means the representations and warranties in condition 13 and any additional representations and warranties in the Facility Letter

Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers

Security means a mortgage, charge, pledge, lien or other right in security or security interest securing any obligation of any person or any other agreement or arrangement having a similar effect

Security Document means:

1. 1. any document executed by an Obligor which confers Security on the Lender or Santander UK plc as security trustee for the purpose of (among other things) securing the obligations and liabilities of the Borrower to the Lender or Santander UK plc as security trustee under the Finance Documents; and
   2. any other document designated as such by the Lender and the Borrower

Subsidiary means a company or a corporation whose majority of shares are owned by another company, corporation, partnership or trust

Supporter means any person who issues a guarantee, indemnity or other form of assurance to the Lender or grants security to the Lender in each case in respect of any of the obligations of the Borrower to the Lender under the Finance Documents

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

Tax Credit means a credit against, relief of, omission for, or repayment of, any Tax

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document

Termination Date has the meaning given to it in the Facility Letter

Utilisation Date means the date on which the Loan is, or is to be, made

Write-down and Conversion Powers means:

1. 1. in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule and
   2. in relation to any other applicable Bail-In Legislation:
      1. any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers and
      2. any similar or analogous powers under that Bail-In Legislation

34.2 Interpretation

1. 1. Unless otherwise specified, any reference in the Facility Letter to:
      1. assets includes present and future property, revenues and rights of every description;
      2. any agreement or instrument is a reference to that agreement or instrument as the same may have been, or may from time to time be, amended, novated, replaced, restated, supplemented or varied provided that, where the Lender's consent is required pursuant to any Finance Document or otherwise to such amendment, novation, replacement, restatement, supplement or variation, such consent has been obtained;
      3. 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;
      4. a guarantee includes any guarantee, indemnity, counter indemnity or other assurance in respect of the indebtedness of any person;
      5. a person includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;
      6. a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of the law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
      7. a reference to determines or determined means a determination made in the absolute discretion of the person making the determination;
      8. a reference to a body corporate (including a limited liability partnership) shall not include a natural person; and
      9. a provision of law is a reference to that provision as amended or re-enacted
   2. Headings are included in the Facility Letter for ease of reference only
   3. A reference in a Facility Letter to any person includes that person's successors and (in the case of the Lender only) its permitted assignees and transferees
   4. A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived

35 Contractual recognition of Bail-In

It is agreed that notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Lender and the Borrower, each of the Lender and the Borrower acknowledges and accepts that any liability of the Lender or the Borrower to the Lender or the Borrower under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

1. 1. any Bail-In Action in relation to any such liability, including (without limitation):
   2. a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
      1. a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
      2. a cancellation of any such liability; and
   3. a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

Santander International is the trading name of Santander Financial Services plc, Isle of Man Branch.

Santander Financial Services plc is incorporated in England and Wales with number 2338548 and its registered office is 2 Triton Square, Regent’s Place, London NW1 3AN, United Kingdom. Santander Financial Services plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Santander Financial Services plc’s Financial Services Register number is 146003.  Santander Financial Services plc, Isle of Man Branch has its principal place of business at 19 - 21 Prospect Hill, Douglas, Isle of Man, IM1 1ET and is regulated by the Isle of Man Financial Services Authority. www.santanderinternational.co.uk

All accounts opened with Santander Financial Services plc, Isle of Man Branch have situs in the Isle of Man and therefore eligible deposits are covered by the Isle of Man Depositors’ Compensation Scheme as set out in the Isle of Man Depositors’ Compensation Scheme Regulations 2010. Full details of the Scheme and banking groups covered are available at the Isle of Man regulator’s website, www.iomfsa.im/consumers, or on request. Santander and the flame logo are registered trademarks. Calls to Santander International are recorded and may be monitored for security and training purposes.