Non Resident UK Mortgage Standard Terms and Conditions

Introduction

This document sets out the conditions which govern the facility provided by Santander Financial Services plc (‘we’ or ‘us’ or ‘our’) to the person(s) named in the Facility Letter as the borrower and anyone we may later add as a borrower at your request (‘you’). It can also include a personal representative, a successor or anyone else who takes over your legal rights or responsibilities.

The Agreement between you and us (the ‘Agreement’) is made up of:

1. these conditions;
2. the Facility Letter (which includes any special conditions);
3. the tariff of charges;
4. the Security Documents; and
5. any other agreement we make with you, or Security that is given, in connection with this Agreement. For example, we may request other Security from you or a third party.

If there are any differences between these conditions and the Facility Letter, the relevant provision(s) of the Facility Letter will apply.

The document is divided into four parts:

• Part 1 contains conditions relating to the Facility;
• Part 2 contains conditions relating specifically to the property being provided as Security;
• Part 3 contains general conditions relating to both your Facility and your mortgage; and
• Part 4 contains the definitions.

Part 1 – Facility Conditions

1. What we need before you can access the Facility

1.1 You can access the Facility when we tell you we have everything we need from you under the Agreement.

1.2 Before you can access the Facility you must:

1. 1. sign and return the Facility Letter, within 30 days of us signing the Facility Letter; and
   2. ensure any conditions in your Facility Letter have been satisfied.

1.3 In addition, we must receive suitable confirmation from our lawyers that the Property will provide us with adequate Security for the Facility.

1.4 We will not allow you to access the Facility if circumstances exist which mean we would be entitled to demand payment of the Outstanding Balance of your Facility or otherwise take steps to protect our position under condition 12.

2. How you can access the Facility

2.1 We will provide you with a Facility for the purpose set out in your Facility Letter. We are not required to check that your Facility is used in this way. The Facility amount will also be set out in your Facility Letter.

2.2 Once we tell you we have everything we need under condition 1 of this Agreement, you can ask us to drawdown the Facility. Unless the Facility Letter provides otherwise, only one loan is made available by us under the Facility and you must drawdown the full amount of such loan in a single utilisation within 30 days of us signing your Facility Letter. If you don’t, you will no longer have the right to drawdown the Facility or any part of it which has not been drawn down, (but we may allow you to do so).

2.3 We may delay or defer acting on instructions or refuse to provide you access to the Facility if we reasonably think that your instructions are suspicious or could breach our money laundering or sanctions obligations.

3. Repayment

3.1 You must repay your Outstanding Balance and any interest, fees, expenses or other amounts you owe us under this Agreement on or before the final day of the Term prescribed by the Facility Letter.

If all or part of your Facility is interest only

3.2 You must make payments of interest to us at the frequency and on the dates set out in your Facility Letter.

If all or part of your Facility is capital repayment

3.3 You must make payments of capital and interest to us at the frequency and on the dates set out in your Facility Letter.

3.4 All payments under conditions 3.2 and 3.3 must be made from an account you hold with us.

3.5 You may have to pay an Early Repayment Charge if you make a payment which is more than the amount due on a particular date set out in the Facility Letter. The exact amount will depend on the amount of the payment and when you make it. Further details are set out in your Facility Letter.

3.6 We may need to change the amount of your regular repayment if, for example:

1. 1. your interest rate changes;
   2. you have to pay a fee or expense, for example if we pay ground rent or service charge on your behalf and you have to pay us back;
   3. you make an overpayment;
   4. you make a repayment late or not at all or you only pay part of your repayment;
   5. we lend you more under this Agreement;
   6. you ask us to change the duration of your Facility; or
   7. we agree a change to this Agreement and as a result of that change we need to change your regular repayment to ensure you repay your Facility by the end of the Term. 

If any of these take place, we will re-calculate your regular repayment and we will tell you the new payment by writing to you at least 30 days before any increased payment is due or at least 7 days before any decreased payment is due.

3.7 When you make a repayment and any other payment under this Agreement (including any over payments) we will apply it to your account immediately in the following order:

1. 1. first we will use it to pay off any regular repayments you owe us (including interest on those payments), applying the payment to the oldest outstanding regular repayment first;
   2. then we will use it to pay any insurance related fees and expenses you owe us (including any interest on those fees and expenses), for example any unpaid insurance fees incurred when we have to insure the Property;
   3. then we will use it to pay off any security related fees and expenses you owe us (including any interest on those fees and expenses), for example any ground rent, service charges and other rents due to your landlord; and
   4. then we will use it to pay off any other fees and expenses you owe us (including any interest on those fees and expenses) before applying it to reduce the principal part of the Outstanding Balance.

3.8 Any amount of the Facility that is repaid under this condition 3 cannot be re-borrowed.

3.9 In the event that you make a payment to us on a day other than the particular date that was prescribed by the Facility Letter, we may charge you a fee equal to the amount which we shall determine (acting in good faith) would preserve the economic equivalent of the payments to us if the loan had been outstanding until the expiry of the Term. We shall confirm to you in writing the amount of such fee and you shall make arrangements to pay such fee to us within 5 Working Days of that confirmation.

4. Interest How we charge you interest

4.1 We charge you interest on everything you owe us under this Agreement (including unpaid interest, fees and expenses that have been added to your Outstanding Balance) unless we tell you otherwise.

4.2 We start charging you interest on money we lend you under this Agreement from the day we lend it.

4.3 The interest rate stated in your Facility Letter is an annual rate. Interest will be calculated daily based on a 365-day year on any amounts in sterling on your Outstanding Balance and charged to your account at the frequency and at the times you are required to make payments as stated in your Facility Letter.

4.4 We will continue to charge you interest on everything you owe us under this Agreement until you have repaid us in full. If you do not repay everything you owe us by the end of the term of this Agreement, we may continue to charge you interest at the same rate as your Facility (both before and after judgment).

Fixed rates

4.5 When the interest rate is fixed, we will agree this rate with you in your Facility Letter. No changes can be made to the interest rate during the period of time that it is fixed.

Tracker rates

4.6 If you have a tracker interest rate your Facility Letter will tell you the margin we will charge you over the Base Rate specified in your Facility Letter. We will not change this margin other than for the reasons (if any) and following the mechanisms (if applicable) set out in the Facility Letter.

4.7 If you have a tracker interest rate and the Base Rate changes, we will change your interest rate immediately to reflect the change in Base Rate.

4.8 If the Base Rate is unavailable at any time or is otherwise not capable of being ascertained by us for any reason beyond our control, we may replace it with a different reference rate of our choice. We will tell you before we do so.

5. Security

5.1 Please ensure you read this section carefully as it is very important.  If you have any questions, please ask your Relationship Manager/Director.

5.2 The Outstanding Balance will be secured by:

1. 1. a first ranking legal charge over the Property; and
   2. any other Security, which we may specify in the Facility Letter or obtain from you or a third party in the future, which either secures all monies that you owe us from time to time or which specifically refers to this Agreement.

We may ask you to take reasonable steps to perfect any Security you provide under this Agreement.

5.3 If any Security is to be replaced, it will only be released once we are satisfied with the replacement Security. This will need to be provided at your own expense and subject to our approval.

5.4 The Security comprised in this Agreement is a continuing security for your obligations under the Facility and any other borrowing arrangements you have with us, including your obligation to repay the loan and such other amounts you owe us. Until the Facility and those other amounts have been repaid in full, we have the right to keep as Security any Property or other assets which we may hold as Security for the loan.

5.5 We may carry out an up-to-date valuation of any Property at any time during the term of this Agreement. You shall promptly on demand pay to us the costs of:

1. 1. any valuation obtained or requested by us once in any three-year period;
   2. any valuation obtained or requested by us in connection with a Property that is (or is proposed to be) secured to us after the date of the Facility Letter, prior to such Security being provided; and
   3. any valuation obtained by us at a time that any of the events or circumstances listed in condition 12 has occurred or when we reasonably believe any such event or circumstance has occurred or is likely to occur as a result of us obtaining that valuation, and any valuation obtained or requested by us and not referred to in (a) – (c) above shall be at our cost.

5.6 In assessing the value of any Property, we will refer to the market value of that Property as confirmed by the most recent valuation received by us in accordance with this Agreement.

5.7 If we reasonably think that the Outstanding Balance exceeds (or is about to exceed) the Maximum Property LTV Amount, you shall provide additional Security (in whichever form we require) or make a repayment which has the result of reducing the Outstanding Balance to below the Maximum Property LTV Amount following a request by us to do so.

Our exposure under other facilities

5.8 We calculate our exposure taking into account all amounts lent which are secured by particular Security. This means that if you have other facilities with us (or the Security you have used is also used by a third party in relation to their facility), we will calculate our exposure by taking into account the amounts we have lent you or the third party under other facilities (as well as this Facility).

6. Fees and expenses

6.1 Fees you must pay under this Agreement are:

1. 1. fees set out in the Facility Letter including Early Repayment Charges (we tell you what these are in your Facility Letter) and those in the tariff of charges;
   2. fees for converting any amounts to sterling;
   3. our reasonable costs of administration; and
   4. any other fees you have to pay under this Agreement.

6.2 You must pay any fees under this Agreement on any dates prescribed by the Facility Letter or in the tariff of charges or (if no such date is prescribed) when we ask you to. If you do not pay us any fees within the required timeframe, we may add any fees owing under this Agreement to the Facility and charge interest on this at the same rate as the Facility.

6.3 We can reduce an existing fee at any time for any reason. We can also increase an existing fee, introduce a new fee or remove an existing fee for any of the following reasons:

1. 1. to respond proportionately to a change in our costs (including, without limitation, pursuant to condition 6.9); and/or
   2. to reflect the cost to us of providing a new or existing service to you (for example, if we have been providing a service to you for free or for a fee that is lower than the cost to us).

6.4 We will tell you in writing within 30 days before we change an existing fee or introduce a new fee.

6.5 In addition, if at any time you request an amendment, waiver or consent under or pursuant to this Agreement, a Security Document or any guarantee, you shall promptly reimburse us for the amount of all costs and expenses (including legal fees) reasonably incurred by us in responding to, evaluating, negotiating or complying with that request or requirement.

Taxes and other costs

6.6 If any tax is payable on our fees or expenses, you must pay the tax. We will tell you if we think that you do not have to pay the tax because we reasonably think we can recover it another way. You must also pay, where applicable, VAT on all amounts payable under this Agreement, at the rate required by law.

6.7 You must also make all necessary tax filings and payments and satisfy any other tax obligations which apply to you in all of your relevant jurisdictions (including, without limitation, the United Kingdom, the Isle of Man and your jurisdiction of residence).

6.8 We are not your legal or tax advisor and do not provide legal or tax advice. You have sole responsibility for your tax affairs. We recommend that you obtain your own independent tax advice, tailored to your circumstances.

Increased costs

6.9 Subject to condition 6.11, you shall pay to us the amount of any Increased Costs incurred by us or any of our Affiliates as a result of:

1. 1. the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or
   2. compliance with any law or regulation made after the date of this Agreement.

6.10 Where we intend to make a claim pursuant to condition 6.9, we shall notify you of the event giving rise to the claim and shall, as soon as practicable, provide a certificate to you confirming the amount of our Increased Costs.

6.11 Condition 6.9 does not apply to the extent any Increased Cost is:

1. 1. attributable to a tax deduction required by law to be made by you;
   2. attributable to a FATCA Deduction required to be made by any party; or
   3. attributable to the wilful breach by us or one of our Affiliates of any law or regulation.

Indemnities

6.12 You shall promptly indemnify us against any cost, loss or liability incurred by us as a result of:

1. 1. the occurrence of any of the events or circumstances listed in condition 12;
   2. us investigating any event which we reasonably believe to be an event or circumstance listed in condition 12;
   3. a failure by you, a guarantor or another provider of Security to make a payment when due to us;
   4. the taking, holding, protection or enforcement of the Security Documents or any guarantee, or the exercise of any of the rights, powers, discretions, authorities and remedies vested in us or in a receiver, attorney or other delegate by this Agreement, a Security Document, a guarantee or by law; or
   5. us instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement or in order to help us establish whether any of the above events have occurred.

7. Set-off and currency conversion

7.1 All payments to us must be made without set-off and without any deduction on account of any tax, duty or other charge, unless a deduction is required by law. If a deduction is required by law, you will increase the payment so that we receive the amount due to us before the deduction (save in the case of a FATCA Deduction). You will reimburse any losses or costs incurred by us by reason of your failure to make any such deduction.

7.2 We may set off any Outstanding Balance whether in sterling or any other currency against any amount we owe you (including any deposit you hold with us or any investment assets we manage for you). We may exercise this right after giving you any notice required by law or by any industry code to which we subscribe or, where no such notice is required, without prior notice.

7.3 If you pay us in any currency other than the currency of the Outstanding Balance, we may convert that payment into the currency of the Outstanding Balance using our prevailing spot rate of exchange for the relevant foreign currency on the date of calculation, taking into account any premium or costs of exchange normally payable. If the converted amount is less than the amount you should have paid, you must pay to us the difference.

8. Representations

8.1 You make the representations set out below on the date you sign the Facility Letter and any Security Document. You will be deemed to repeat each representation on the first date that the Facility is drawn down and on each date thereafter that the Facility remains outstanding, in each case by reference to the facts and circumstances existing at that point. You understand that we rely on these representations and that if you are not able to provide them you should tell your Relationship Manager / Director so that we can discuss your application and/or the continuing terms of this Agreement:

1. 1. you have full power and authority to enter into this Agreement, to own the Property and carry on your business from the Property as it is being conducted, and to use the full amount of the Facility offered by us on the terms set out in this Agreement and any Security Document. You have taken all necessary action to authorise the entry into and use of the Facility and the performance of your obligations under this Agreement and any Security Document. There is no restriction on your ability to perform your obligations under this Agreement or your obligations under any Security you provide for this Agreement;
   2. your entry into and performance by you of, and the transactions contemplated by, this Agreement do not and will not conflict with any law or regulation applicable to you, your constitutional documents (in the case of a corporate entity) or any agreement or instrument binding upon you or any of your assets or constitute a default or termination event (however described) under any such agreement or instrument, and nor will it breach any restrictions of any nature binding on you;
   3. any person who is to act as guarantor of or to provide Security for your obligations under this Agreement has full power and authority to give such guarantee or Security;
   4. there has not been any material adverse change in your financial circumstances since the date of the Facility Letter;
   5. there is no actual or threatened litigation, dispute resolution, administrative proceeding or enforcement process, or any breach of an agreement affecting you which could have a material adverse effect on your ability to make payments and repayments as required under this Agreement or your ability to otherwise perform your obligations under this Agreement or your obligations under any Security you provide for this Agreement;
   6. this Agreement is binding upon, and enforceable against, you in accordance with its terms;
   7. subject to the Legal Reservations, the choice of the governing law(s) of this Agreement and the Security Documents will be recognised and enforced in any of your relevant jurisdictions (including, without limitation, England and Wales, the Isle of Man and your jurisdiction of residence) and any judgment obtained in relation to this Agreement or a Security Document in the jurisdiction of the governing law of such agreement will be recognised and enforced in all such relevant jurisdictions;
   8. you have and will have, full and marketable title to the Property (present and future) free from all Security except the Security created pursuant to, or permitted by, the Security Documents or any arising by operation of law;
   9. you have not sold, transferred, leased (or where a lease is already in existence, consented to the lease being assigned) or otherwise disposed of all or a material part of your assets;
   10. you have obtained, and will maintain, all necessary consents to enable you to perform your obligations under this Agreement or any Security Document. You will provide us with evidence (in a form satisfactory to us) of such consents if we ask you;
   11. the information and documents provided by you in connection with this Agreement are complete, true and correct in all material respects;
   12. all information supplied by you or on your behalf to each valuer for the purposes of each valuation of the Property was true and accurate as at its date or (if appropriate) as at the date (if any) at which it is stated to be given, you have not omitted to supply any information to a valuer which (if disclosed) would adversely affect such valuation and nothing has occurred since the date that you supplied any information to a valuer which, if supplied prior to such valuation being issued, would have adversely affected such valuation;
   13. you are in compliance (and are ensuring that any relevant third party is in compliance) with all Environmental Law affecting the Property, you are maintaining and ensuring compliance with all requisite permits or other authorisations required under any Environmental Law for the operation of the business conducted on or from the Property and you have implemented procedures to monitor compliance with and to prevent liability under any Environmental Law applicable to the Property;
   14. no claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law has been commenced or, so far as you are aware, is threatened against you;
   15. no transaction contemplated by this Agreement nor any transaction to be carried out in connection with any transaction contemplated by this Agreement meets any hallmark set out in Annex IV of the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU (‘DAC6’);
   16. if you are a corporate entity) you have not traded or carried on any business since the date of your incorporation (and will not carry on any business) except for your ownership, development and management of your interests in the Property; and
   17. no event that would entitle us to demand payment of the full Outstanding Balance or otherwise take steps to protect our position under condition 12 has occurred.

9. Information you must give us

Whenever we ask, you will provide to us the information we require, in the form and within the timescale we reasonably require.

10. Your obligations

10.1 (If you are a corporate entity), you must not, without telling us in advance, enter into any debt obligation whether by way of borrowing from another source, leasing commitments, factoring of debts, granting of guarantees or by any other means.

10.2 Where you are a company, partnership or trustee of a trust you must not do any of the following (as applicable) without telling us in advance:

1. 1. change the nature, or size, of your business as it is being conducted as at the date of this Agreement in a material way;
   2. permit a change in the constitutional documents, partnership agreement or trust deed (as applicable) governing such entity;
   3. change the ownership of your company;
   4. add or remove any partner to or from your partnership, or otherwise permit the structure of your partnership to change in a material way; or
   5. remove or permit the removal of yourself or any other trustee of the trust who has signed this Agreement, or any agent who has signed this Agreement on your behalf (if applicable), or otherwise permit the structure of the trust to change in a material way.

10.3 If you notify us of any changes in accordance with condition 10.2 we will review your facility and we may ask you to provide further Security and/or we will be entitled to ask you to repay the Outstanding Balance early.

10.4 If we ask you to repay the Outstanding Balance early under condition 10.3, you will when we notify you repay the Outstanding Balance either immediately or on such future date as we reasonably specify.

11. Your obligations – Economic Crime (Transparency and Enforcement) Act 2022 (‘ECTEA’)

11.1 Each Registrable Overseas Entity shall do all that is necessary to keep its registration on the OE Register in full force and effect and up to date including, without limitation, responding promptly to all requests from the Registrar of Companies in connection with such registration.

11.2 Each Registrable Overseas Entity shall promptly supply us with copies of all requests, notices and other correspondence received from Companies House in connection with its registration on the OE Register and details of any information provided to Companies House in response thereto or otherwise in connection with its registration, including, without limitation, details of any change in its Registrable Beneficial Owners.

11.3 Each Registrable Overseas Entity shall deliver an ECTEA Compliance Certificate to us promptly upon request, certifying that it is in full compliance with its Duty to Update as at the date which is the last day of the relevant update period (as defined in section 7 ECTEA).

11.4 Each Registrable Overseas Entity shall comply at all times in all respects with all provisions of the ECTEA and the LRA 2002 Relevant Provisions including any notices served on it thereunder.

11.5 Each Registrable Overseas Entity shall notify us promptly of becoming aware of any breach by it of any provision of the ECTEA or LRA 2002 Relevant Provisions, giving details of the breach.

11.6 No Overseas Entity shall acquire any Relevant Estate or any interest in any Relevant Estate or make any disposal or disposition (including without limitation any transfer, charge or lease) of any Relevant Estate unless it is a Registered Overseas Entity at the time of the acquisition, disposal or disposition.

11.7 For the purposes of this condition 11:

Duty to Update means the duty to update the OE Register in section 7 of ECTEA;

ECTEA Compliance Certificate means a certificate, in form and substance satisfactory to us, signed by an officer of the relevant Registrable Overseas Entity, certifying that, as at the relevant date, the Registrable Overseas Entity is in full compliance with its Duty to Update and including such supporting evidence as we may reasonably require of such compliance;

Exempt Overseas Entity means an Overseas Entity of a description specified in regulations under section 34(6) of ECTEA;

LRA 2002 means the Land Registration Act 2002; 

LRA 2002 Relevant Provisionsmeans Schedule 4A of LRA 2002 and all other provisions of LRA 2002 which relate to ownership of land by overseas entities and the registrable dispositions made by them; 

OE Register means the Register of Overseas Entities established under section 3 of ECTEA; 

Overseas Entity has the meaning given by section 2 of ECTEA; 

Registered Overseas Entity means an Overseas Entity that is registered in the OE Register and is fully compliant with the Duty to Update; 

Registrable Beneficial Owner has the meaning given by Part 1 of Schedule 2 of ECTEA; 

Registrable Overseas Entity means any person which is an Overseas Entity (and which is not an Exempt Overseas Entity) and which is or becomes at any time the owner or proprietor or tenant of any Property or of any other any Relevant Estate; 

Relevant Estate means each of the following:

1. 1. any qualifying estate within the meaning set out in Schedule 4A to the LRA 2002, other than one in respect of which the Overseas Entity became registered proprietor pursuant to an application made before 1 January 1999;
   2. any qualifying estate within the meaning of Schedule 8A to the Land Registration Act Northern Ireland) 1970 other than one in respect of which the Overseas Entity became registered owner before the day on which Schedule 8A came into effect;
   3. any plot of land within the meaning of section 113(1) of the Land Registration etc (Scotland) Act 2012 that is registered in the Land Register of Scotland, other than one in respect of which the Overseas Entity was entered as proprietor before 8 December 2014;
   4. any lease within the meaning of section 113(1) of the Land Registration etc Act 2012 that was registered in the Land Register of Scotland on or after 8 December 2014; and
   5. any lease within the meaning of section 113(1) of the Land Registration etc (Scotland) Act 2012 that was recorded in the General Register of Sasines or registered in the Land Register of Scotland before 8 December 2014 in respect of which the Overseas Entity was, or will be, registered as tenant by virtue of an assignation registered in the Land Registry of Scotland on or after 8 December 2014.

12. When we can ask you to pay us the outstanding balance, etc.

12.1 We can (i) terminate this Agreement, (ii) demand immediate repayment of all the Outstanding Balance, (iii) cancel the Facility, whereupon it shall immediately cease to be available for further drawdown by you, (iv) declare that all or any part of the Outstanding Balance is repayable on demand, and/or exercise any or all of our other rights, remedies, powers or discretions under this Agreement (including, without limitation, by enforcing any of the guarantees or Security given in support of the Facility), if any of the following occur:

1. 1. you have failed to pay any amount within 10 Working Days of the date it is due under this Agreement; 
   2.  if:
      1. any requirement of the Maximum Property LTV Amount or any other financial covenant prescribed by the Facility Letter are not complied with;
      2. you have sold, transferred, leased (or where a lease is already in existence, consented to the lease being assigned) or otherwise disposed of all or a material part of your assets without our consent; or
      3. any Security is created over all or any part of the Property or any other assets over which we have taken Security (save for any Security created pursuant to, or permitted by, the Security Documents or any arising by operation of law).
   3. you do not reduce your liabilities or provide additional Security acceptable to us in accordance with condition 5.7 within 10 Working Days of our request to do so;
   4. there is a failure by you to comply with any other term of this Agreement or any Security Document, unless the failure can be and is remedied to our satisfaction within 10 Working Days;
   5. any representation or statement made or deemed to be made by you, any guarantor or other grantor of Security in this Agreement or any other document delivered by or on behalf of any such person under or in connection with this Agreement is or proves to have been incorrect or misleading in any respect that we deem to be material (acting in our sole discretion) when made or deemed to be made;
   6. a guarantor or other grantor of Security serves notice to discontinue that Security or guarantee, or fails to comply with any of its terms in any respect that we deem to be material (acting in our sole discretion), unless the failure can be and is remedied to our satisfaction within 10 Working Days of notice from us;
   7. any information provided by you or on your behalf proves inaccurate or incomplete in any respect that we deem to be material (acting in our sole discretion) to any decision by us to lend monies under this Agreement or to any exercise of, or failure to exercise, our rights under this Agreement;
   8. any of your debts:
      1. applicable grace period; or
      2. become due, or capable of being declared due and payable before their stated due date, because of an event of default (howsoever described),where it affects your ability to pay and repay and/or to meet any of your other obligations under this Agreement in any respect that we deem to be material (acting in our sole discretion);
   9. you are unable (or are deemed or declared unable) to pay your debts as they fall due or you are deemed as having no reasonable prospect of paying your debts as they fall due, in each case under applicable law;
   10. you suspend, or threaten to suspend, payment of your debts;
   11. by reason of actual or anticipated financial difficulties, you commence negotiations with one or more of your creditors (other than us) with a view to rescheduling any of your debt;
   12. any step, procedure, action or proceeding is taken in relation to the composition, compromise, assignment or arrangement of any of your debts;
   13. a moratorium is proposed or comes into effect in relation to any of your debts;
   14. a person becomes entitled to appoint a receiver or administrative receiver over all or any of your assets or a receiver or administrative receiver is appointed over all or any of your assets and as a consequence, your ability to pay and repay sums due under this Agreement and/or to meet any of your obligations under this Agreement or any Security Document is affected in any respect that we deem to be material (acting in our sole discretion);
   15. a person becomes entitled to appoint a receiver or administrative receiver over all or any of the assets of your guarantor (or other provider of Security);
   16. if you are, or your guarantor (or other provider of Security) is, an individual,
       1. you or your guarantor (or other provider of Security) become the subject of a bankruptcy petition or order; or
       2. you or your guarantor (or other provider of Security) dies or enters permanent or long-term care;
   17. If you are, or your guarantor (or other provider of Security) is, a company:
       1. any corporate action, legal proceedings or other procedure or step is taken in relation to:
          
          
          1. 1. the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation of the company (by way of voluntary arrangement, scheme of arrangement or otherwise); or
             2. the appointment of a liquidator, administrator, compulsory manager, trustee or other similar officer over you or your guarantor (or other provider of Security) or any of your or their assets, provided that this shall not apply to a winding up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement; or
       2. you cease your business, or the nature of your business changes in a way that we believe adversely affects your ability to meet your obligations under this Agreement in any way that we deem to be material (acting in our sole discretion);
   18. If you are, or your guarantor (or other provider of Security) is, a partnership or trust, you or they cease to be a partnership or trust;
   19. one of your creditors, or a creditor of your guarantor (or other provider of Security) attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced on the whole or any part of your or their assets and is not discharged within 7 days;
   20. any Security over any of your assets is enforced in a way that we believe affects your ability to pay and repay sums due under this Agreement and/or to meet any of your obligations under this Agreement in any way that we deem to be material (acting in our sole discretion);
   21. where you or your guarantor or another provider of Security is a company, partnership or trustee of a trust:
       1. there is a change in the nature, or size, of the business of such entity as it is being conducted as at the date of this Agreement in any way that we deem to be material (acting in our sole discretion);
       2. there is a change in the constitutional documents, partnership agreement or trust deed (as applicable) governing such entity;
       3. there is a change in the ownership of any such entity;
       4. any partner is added or removed from such a partnership, or otherwise the structure of such partnership is permitted to change in any way that we deem to be material (acting in our sole discretion); or
       5. you or any other trustee of the trust who has signed this Agreement, or any agent who has signed this Agreement on your behalf (if applicable) is removed from such role, or otherwise the structure of the trust is changed in any way that we deem to be material (acting in our sole discretion),
          in each case without our prior written consent.
   22. any material litigation or other proceedings are threatened or commenced against you or any other provider of Security which is likely to adversely affect your ability or that of such other provider of Security to meet your or their obligations under this Agreement or the Security Documents in a material way or which might adversely affect our or your reputation;(save where you are an Exempt Corporate Borrower) all or part of the Property becomes occupied by:
   23. (save where you are an Exempt Corporate Borrower) all or part of the Property becomes occupied by:
       1. you or a related person; or
       2. (where the loan is provided to trustees), a beneficiary of the trust or a related person of a beneficiary; or
       3. (where the loan is provided to a company), any directors or employees of the company or any related persons of any directors or employees; or
       4. (where the loan is provided to a partnership), any partners or employees of the partnership or any related persons of any partners or employees, 
          
          (and for these purposes, a related person is, in relation to any individual, that individual’s: spouse or civil partner; a person (whether or not of the opposite sex) whose relationship with that person has the characteristics of the relationship between husband and wife; or that person’s parent, brother, sister, child, grandparent or grandchild);
   24. you refuse to perform any of your obligations under this Agreement or any provider of Security (including you) refuses to perform any of its obligations under any Security Document to which it is a party without good reason, or you or any other provider of Security otherwise denies any liabilities or obligations under this Agreement or any Security Document;
   25. forfeiture or irritancy proceedings are commenced with respect to a lease under which you (or another provider of Security) holds title to all or any part of a Property, or such a lease is forfeited or irritated;
   26. any part of any Property is compulsorily purchased or the applicable local authority makes an order for the compulsory purchase of all or any part of any Property;
   27. any part of any Property is destroyed or damaged;
   28. any Registrable Overseas Entity ceases to be registered on the OE Register;
   29. any Registrable Overseas Entity fails to comply with its duty to update under and in accordance with section 7 of ECTEA;
   30. we reasonably determine that your creditworthiness has declined to a position not acceptable to us;
   31. it becomes unlawful for any party to perform any or all of its obligations under this Agreement or any Security Document or for us to continue to lend to you under this Agreement, or any of the liabilities under this Agreement or any Security Document is not or ceases to be, legal, valid, binding and enforceable against any person in accordance with its terms;
   32. you become subject to any UK, US, EU or UN sanctions or embargoes;
   33. you move to a jurisdiction where local regulatory requirements prevent us from continuing our agreement with you;
   34. any other event occurs in any other jurisdiction which has a similar or analogous effect to those specified in this condition 12;
   35. we consider it necessary or desirable to prevent what we consider is or might be a violation of any applicable law or regulation or good standard of market practice; or
   36. we consider it necessary or desirable for our own protection (including to protect our reputation) or any action is taken or event occurs which we consider might have a material adverse effect on your ability to perform your obligations under this Agreement, for example if we reasonably believe you are carrying on suspicious activity, criminal conduct, money laundering or continuing our agreement with you would breach our sanctions obligations.

12.2 You must notify us immediately if any of the above events occur.

12.3 If we have to demand payment of your Outstanding Balance for one or more of the reasons above:

1. 1. you must pay any costs we incur as a result (for example, our legal costs); and
   2. we may charge you any administration costs we incur as a result.

Part 2 – Mortgage Conditions

13. What you must do in relation to the property

13.1 You agree to do (and to procure that any managing agent or any other relevant third parties will do) the following:

1. 1. observe, perform and comply with all laws (including, without limitation, Environmental Law), notices, orders, regulations and directions and requirements of any court, tribunal, local authority or other authority whose decisions are legally binding on you relating to or affecting the Property;
   2. if you have not already appointed a managing agent in relation to the Property on terms acceptable to us, if requested by us you shall appoint an appropriate managing agent on terms approved by us;
   3. in respect of any managing agent that is appointed by you in relation to the Property:
      1. you shall ensure that each such managing agent enters into a duty of care deed with us in form and substance satisfactory to us;
      2. you shall ensure that each such managing agent agrees to pay all rental income received from the Property into the Rent Account or such other account designated for such purposes in the Facility Letter;
      3. you shall not amend, supplement, extend or waive the terms of appointment of any such managing agent or terminate the appointment of any such managing agent without our consent and on terms approved by us; and
      4. if any such managing agent is in default of its obligations under its management agreement and, as a result, you are entitled to terminate that management agreement then, if we so require, you must promptly use all reasonable endeavours to terminate the management agreement and appoint a new managing agent on terms satisfactory to us;
   4. if you receive any compensation money in relation to the Property, pay the money to us. We may treat it as a partial prepayment of the Facility. Any such compensation money will be held by you on trust for us;
   5. provide us with any documents in relation to the Property (or ownership of the Property) on request; 
   6. comply with any obligations or restrictions applicable to the Property, such as any covenants or lease conditions. If you do not, we may comply with them on your behalf and you will have to pay us for doing so;
   7. tell us if you will become the owner of a new or increased interest in the Property or any land or building which includes the Property (for example, if your interest changes from leasehold to freehold). You must give us new Security over the new or increased interest if we ask you to. We must approve any new security document and we can make our approval subject to conditions;
   8. comply with and immediately tell us about and give us a copy of any notice, order, direction, licence, consent or permission relating to the Property, for example, any notice from your local authority or from the person who owns the freehold if the Property is leasehold;
   9. if you are a member of a management company which deals with the management of the Property or its amenities, you must deposit your share certificate or other certificate of membership with us. If we ask, you must also sign a formal transfer of your shares or other membership rights to any person who buys the Property from us or a receiver;
   10. keep the Property and all utilities on the Property in good order, repair and condition and carry out any building or repair work needed to keep the Property in good repair so it maintains its value. If you do not do so, we may repair the Property for you and you will have to pay us for doing so;
   11. not neglect the Property or do anything which could damage the Property, reduce its value, or impact any insurance in a negative way or increase any insurance premium;
   12. carry out building and repair work which we may ask you to carry out or which is required by laws or regulations that apply to the Security, the Property or the Agreement between you and us. If you do not do so, we may carry out such works for you and you will have to pay us for doing so;
   13. keep the Property secure, wind and watertight; and
   14. make any payments relating to the Property in full and on time. If you fail to do so we can pay them for you and you will have to pay us for doing so.

14. Tenancy

14.1 The Tenancy you put in place must meet the following requirements:

1. 1. The Tenancy must be an assured shorthold tenancy within the meaning of Section 20 of the Housing Act 1988 (as amended by the Housing Act 1996) or a Tenancy which is not an assured shorthold tenancy simply because the rent is above £25,000 (or any replacement amount specified under section 4(7) of the Rent Act 1977) provided that the terms of the Tenancy enable you to obtain vacant possession on terms no more onerous than under a standard assured shorthold tenancy.
   2. If the Tenancy is a lease to a company or corporate entity, the terms of the Tenancy must:
      1. provide for full reinstatement of the condition of the Property at the end of the term;
      2. require rent to be paid irrespective of void periods;
      3. enable you to obtain vacant possession on terms no more onerous than under a standard assured shorthold tenancy; and
      4. specify the name of the employee who will (along with his or her immediate family) be permitted to occupy the Property during the term of the Tenancy.
   3. If the Tenancy is a lease to a registered social landlord or local authority or a housing association, the terms of the Tenancy must:
      1. provide for full reinstatement of the condition of the Property at the end of the term; and
      2. require rent to be paid irrespective of void periods.

14.2 Any Tenancy must not:

1. 1. be for any purpose other than residential;
   2. give the tenants statutory rights of continued occupation at the end of the term of the Tenancy;
   3. allow the tenant to sublet the Property; or
   4. be for a term of more than 12 months, without first obtaining our consent.

14.3 Any Tenancy must be for the full market rental value of the Property and be in a form normally used by a reputable letting agent for the appropriate type of letting which requires rent to be paid at least monthly.

14.4 In no circumstances must the Property become a House in Multiple Occupation within the meaning of the Housing Act 2004.

14.5 You must keep a clear record of all rents received under the Tenancy and act as a reasonably prudent landlord in enforcing your rights under the Tenancy and in not waiving, releasing or varying the same.

14.6 Before allowing a tenant to take occupation of the Property, you or an appointed representative must:

1. 1. obtain a credit check from a reputable credit reference agency and a personal reference in relation to the tenant’s ability to pay the rent;
   2. receive payment of the tenant’s rent deposit and (where the tenancy is an assured shorthold tenancy) pay it into a tenancy deposit scheme established under any statutory regime in place from time to time for the protection of deposits under an authorised tenancy deposit scheme;
   3. prepare a detailed inventory of the contents and condition of the Property.

14.7 When a tenant stops occupying the Property, you or an appointed representative must prepare:

1. 1. a detailed inventory of the contents and condition of the Property; and
   2. a schedule of dilapidations to the Property since the tenant went into occupation.

14.8 The Property must not be occupied by you or a related person (or where the loan is provided to trustees it must not be lived in by a beneficiary of the trust or a related person of a beneficiary). Where you are a company, the property must not be occupied by any directors or employees of the company or any related persons of any directors or employees. Where you are a partnership, the Property must not be occupied by any partners or employees of the partnership or any related persons of any partners or employees. A related person is, in relation to any individual, that individual’s: spouse or civil partner; a person (whether or not of the opposite sex) whose relationship with that person has the characteristics of the relationship between husband and wife; or that person’s parent, brother, sister, child, grandparent or grandchild. The requirements of this clause 14.8 shall not apply if you are an Exempt Corporate Borrower;

14.9 The Property must not be lived in by anyone entitled to claim diplomatic immunity.

14.10 You must inform your insurers about the Tenancy if your own insurance policy requires you to do so.

14.11 You must adhere to any regulations and obtain any necessary licences and registrations in the letting of properties and hold any tenant deposits in accordance with the relevant regulations and legislation.

14.12 You must tell us and your buildings insurance company if at any time your Property has become unoccupied for more than 30 days (or any shorter period set out in the insurance policy of the Property).

14.13 You must ensure that any rental income from the Property is paid into the Rent Account or such other account prescribed for this purpose in the Facility Letter.

14.14 We may at any time vary our requirements in relation to letting the Property or introduce additional requirements (for example, as to the terms of tenancies or acceptable tenant types) to reflect changes in the law or regulation. Where any change is to your disadvantage, we will give you at least 14 Working Days’ notice and it will not affect any tenancy currently in place (and which satisfied our existing requirements) for the remaining term of that Tenancy.

15. What you must ask our permission for in relation to the property

15.1 You must ask for our permission before you:

1. 1. transfer ownership of all or part of the Property (whether by selling it or otherwise disposing of it) or make any declaration of trust in relation to the Property or any part of the Property;
   2. grant or accept the surrender of any lease or tenancy of all or part of the Property whether under the powers given by Sections 99 and 100 of the Law of Property Act 1925 or otherwise;
   3. vary the terms of any lease or other agreement relating to all or part of the Property;
   4. deal with a claim for compensation if your local authority takes possession of all or part of the Property;
   5. apply for or get a grant in respect of all or part of the Property;
   6. allow the Property to be vacant for 30 days or more (or any shorter period set out in the insurance policy of the Property).
   7. give someone else Security over all or part of the Property;
   8. change the use of all or part of the Property or apply to the planning authority to change the use of all or part the Property;
   9. create any rights, restrictions or covenants in respect of the Property; or
   10. make any structural or other significant changes to all or part of the Property.

15.2 If we give you permission to grant a lease over all or part of the Property:

1. 1. we may charge you a fee or switch you to a new interest rate or both (we will tell you if this is the case);
   2. you must comply with any conditions we reasonably impose; and
   3. we may make our permission subject to conditions. We will always act reasonably when deciding whether or not to give you our permission or when we make our approval subject to conditions. For example, we will be acting reasonably if we refuse to give you permission (or we make our approval subject to conditions), because we reasonably think there is a risk of a fall in value of the Property or of a negative impact to our Security, the Property or our ability to rely on or enforce any Security Document.

16. When we can take possession of the property

16.1 If an event occurs that means we are entitled to demand payment of the full Outstanding Balance or otherwise take steps to protect our position under condition 12, we can take possession of the Property. This means we will take control of the Property and you must leave it. We might have to get a court order before we can take possession of the Property. If we take possession of the Property, we can let the Property to someone else on reasonable terms (or if the Property is already let we can take over the right to manage the Property and receive rent). We can also sell the Property (but we do not need to take possession of the Property first to do this).

16.2 If we take possession of the Property, we will take reasonable care of the Property and we will use rent and other income we receive from the Property as payment towards the Outstanding Balance.

16.3 If we take possession of the Property, you must remove all your possessions from the Property. We can remove, store, sell or dispose of anything you leave at the Property, including animals, and where we do we will do so as your agent. You will have to pay our costs of doing this and you must do so when we ask you to. If you do not pay our costs when we ask you to we will add these to your Facility and you will pay interest on them.

16.4 If we sell the Property, we will sell it for the best price we can reasonably get within a reasonable timeframe and we will use any money we or a receiver get from the sale to pay the Outstanding Balance. If there is any money left over once we have used the sale proceeds to pay the Outstanding Balance, we will pay that money to anyone we know has a right to it (for example, another lender with Security over the Property). If there is no one else who has a right to that money, we will pay it to you.

16.5 If we, a receiver, or you sell the Property and the sale proceeds do not cover the Outstanding Balance, you will still have to repay us the Outstanding Balance and interest will be charged on that amount at the rate which applies to your Facility.

16.6 Section 93 (which restricts consolidation of mortgages) and Section 103 (regulation on power of sale), of the Law of Property Act 1925 do not apply to this Agreement. The liabilities shall become due for the purposes of section 101 (mortgagee powers) of that act, and the statutory power of sale and of appointing a receiver conferred under it and all other powers shall be deemed to arise immediately on the date of the relevant Security Document.

16.7 We can use any powers we have under the Law of Property Act 1925 or any other applicable law or regulation in addition to any rights or powers we have under this Agreement.

16.8 We can use the same powers a receiver has under these conditions or under any applicable law or regulation even if a receiver has been appointed.

17. When we can enter the property

17.1 You must allow one of our employees or agents, a valuer or a surveyor access to the Property to inspect it at any reasonable time of the day following reasonable notice.

17.2 If we ask someone to carry out work on the Property where you have failed to do so you must allow them access to the Property at any reasonable time of the day following reasonable notice.

17.3 When someone referred to in this condition 17 comes into the Property this does not mean that we have taken possession of the Property or that we have accepted the legal responsibilities of a mortgagee in possession.

18. Insurance

18.1 You must insure the Property at all times against all risks we may reasonably specify with a reputable insurer and you must pay all of the insurance premiums on time.

18.2 Where you are entering into this Agreement to finance the purchase of the Property, such insurance must start on the day you exchange contracts for the purchase with the seller of the Property.

18.3 If the Property is leasehold and under the terms of the lease, buildings insurance is the responsibility of your landlord, the following terms will apply instead of conditions 18.1 and 18.4:

1. 1. you must take reasonable steps to ensure that the landlord insures the Property with a reputable insurer against all risks we reasonably specify and for at least the full cost of rebuilding the Property; and
   2. you must notify us immediately if you become aware that any insurance has lapsed or does not otherwise comply with the above requirements.

18.4 You must ensure that the Property is insured for at least the full cost of rebuilding the Property and:

1. 1. ensure that such insurance policies:
      1. provide cover against acts of terrorism (including any third party liability arising from such acts);
      2. provide cover for architects’, surveyors’ and other professional fees, demolition costs, the cost of removing debris and the extra cost of meeting any building and government regulations under local authority bylaw;
      3. provide cover for loss of rent (in respect of a period of not less than 3 years or, if longer, the minimum period required under the lease documents relative to the Property) including provision for any increases in rent during the period of insurance;
      4. include property owners’ public liability and third party liability insurance; and
      5. insure such other risks as a prudent company or other person in the same business as you would insure;
   2. procure that we are noted as composite insured in respect of our own separate insurable interest under each of the insurances (other than public liability and third party liability insurances) but without any liability on our part for any premium in relation to those insurances or any obligation on our part to make any disclosure to any insurer or any insurance broker in relation to those insurances unless and until we become a mortgagee in possession of any Property, in which circumstance an obligation shall apply on our part to make disclosure to any insurer or insurance broker in relation to the insurance or insurances in respect of that Property pursuant to the terms of that insurance or those insurances;
   3. You must procure that the insurances comply with the following requirements:
      1. each of the insurances must contain
         1. a non-invalidation and non-vitiation clause under which the insurances will not be avoided or vitiated as against any insured party as a result of any circumstances beyond the control of that insured party or any misrepresentation, non-disclosure, or breach of any policy term or condition, on the part of any other insured party or any agent of any other insured party;
         2. a waiver of the rights of subrogation of the insurer as against yourselves, us and the tenants of each Property other than any such rights arising in connection with any fraud or criminal offence committed by any of those persons in respect of any Property or any insurance; and
         3. a loss payee clause under which we are named as first loss (other than in respect of any claim under any public liabilities and third party liability insurances); and
      2. each insurer must give at least 30 days’ notice to us if it proposes to:
         1. repudiate, rescind or cancel any insurance;
         2. treat any insurance as avoided in whole or in part;
         3. treat any insurance as expired due to non-payment of premium (in which event, we must have an opportunity to rectify the non-payment of premium within such notice period); or
         4. otherwise decline any valid claim under any insurance by or on behalf of any insured party.

18.5 The full cost of rebuilding the Property will be determined at the start of this Agreement when we have the Property valued. You must make sure that the sum insured is on an index-linked basis. This means that the sum insured must track the full re-instatement value of the Property taking into account inflation. It will be your responsibility to pay any excess in the event that you make any claim under the insurance.

18.6 If, following our request, you do not provide evidence of adequate insurance we may take out an insurance policy for the Property. You will have to pay for this. Any insurance policy we take out for you may only cover our interests and may not cover your or anyone else’s interests.

18.7 If we reasonably think the insurance policy is not adequate, you must change the insurance cover in the way we ask you to. If you do not, we may do so for you and you will have to pay for this. This insurance policy may only cover our interests and may not cover your or anyone else’s interests.

18.8 You must not do anything which could make the insurance invalid or make it more difficult or expensive to insure the Property.

18.9 You must use any money from an insurance claim to repair or rebuild the Property or for the purpose the claim was made, unless we tell you we want you to use it to pay us the Outstanding Balance under this Agreement. We will only do this if we think the money from the insurance claim will not put the Property in good enough repair for the value of the Property to cover the Outstanding Balance or will not meet the purpose for which the claim was made. You will hold any money you receive from an insurance claim on trust for us.

18.10 You must tell us about any material damage to the Property which could mean you need to make a claim under your insurance immediately. If the insurance policy allows us to, we can negotiate with the insurer and settle a claim on reasonable terms.

19. Our right to act as your attorney

19.1 You appoint us and, where we appoint a receiver, (as a separate appointment) the receiver, to be your attorney until you pay us everything you owe under this Agreement. We, or the receiver, can do anything that you could do with the Property, such as signing documents in relation to this Agreement or the Property.

19.2 Where there is more than one of you and we, or a receiver, are acting as your attorney we will act for all of you jointly and each of you separately.

19.3 You must confirm anything we, or a receiver, has done as your attorney if we ask you to.

20. Appointing a receiver

20.1 If an event occurs that means we are entitled to demand payment of the full Outstanding Balance or otherwise take steps to protect our position under condition 12, we can appoint a receiver for all or part of the Property. The receiver may be our employee or anyone else we choose. We can arrange to pay the receiver a reasonable amount and to replace the receiver with a different receiver.

20.2 The receiver will act as your agent and this means you are responsible for their costs and their actions.

21. Powers we have as your attorney and powers a receiver has

21.1 If an event occurs that means we are entitled to demand payment of the full Outstanding Balance or otherwise take steps to protect our position under condition 12, your attorney (including, where applicable, a receiver) can:

1. 1. receive any money payable to you to do with the Property, any right or claim over the Property or any insurance, guarantee or compensation to do with the Property, the Security Documents or this Agreement;
   2. choose the order any money received is used to repay interest, the Facility and any charges and costs;
   3. use any proceeds of an insurance claim to repair or rebuild the Property or for the purpose the claim was made unless we, or a receiver, tell you we (or a receiver) want you to use it to pay us the Outstanding Balance under this Agreement. We, or a receiver, will only do this if we reasonably think the money from the insurance claim will not put the Property in good enough repair for the value of the Property to provide adequate security for the Facility or will not meet the purpose for which the claim was made;
   4. make arrangements with or enforce the obligations of any current or former tenant or occupier of the Property;
   5. take action to surrender or terminate any tenancy or to get possession of all or part of the Property and grant new leases of the Property;
   6. make a claim to do with the Property or under any insurance, guarantee or compensation relating to the Property, the Security Documents or this Agreement;
   7. insure the Property. This may only cover our interests and may not cover your or anyone else’s interests;
   8. sell the Property. We (or a receiver) will sell it for the best price we can reasonably get within a reasonable timeframe; or
   9. vary the terms of any lease or other agreement relating to the Property.

21.2 At any time (not just when an event occurs that means we are entitled to demand payment of the full Outstanding Balance or otherwise take steps to protect our position under condition 12) your attorney (including, where applicable, a receiver) can:

1. 1. employ and pay agents to carry out work on behalf of the attorney or receiver;
   2. instruct anyone who has documents, records or accounting information about the Property (including ownership of the Property), the Security Documents, this Agreement to give us those documents, records or accounting information;
   3. take action to keep the Property in good repair and condition;
   4. take action to meet any laws or regulations in relation to the Property;
   5. take steps to remedy any defect with the Security Document which means it is not binding;
   6. sign forms or documents required for the Property;
   7. transfer any share or membership right in any management company or residents’ association or society or commonhold association or similar of which you are a member and which is connected to the Property; use any rights you may have as a member; or ask for the cancellation and reissue of any certificate of share
      of membership you have in any such organisation;
   8. do anything else reasonably required to do with the Property to ensure the Property will continue to provide good
      Security for the Facility, the Security Documents or this Agreement; or
   9. do anything else you have to do under this Agreement or any related Security.

Part 3 – General Conditions

22. Appropriations

22.1 Until all amounts which may be or become payable to us under or in connection with this Agreement and any other lending arrangements that you may have with us have been irrevocably paid in full, we (or any trustee or agent on our behalf) may:

1. 1. refrain from applying or enforcing any other monies, Security or rights held or received by us (or any trustee or agent on our behalf) in respect of those amounts, or apply and enforce the same in such manner and order as we see fit (whether against those amounts or otherwise) and neither you nor any guarantor or other security provider shall be entitled to the benefit of the same; and
   2. hold in an interest-bearing suspense account any monies received from you or on account of your liabilities under this Agreement or any other lending arrangements that you may have with us.

23. FATCA

23.1 You and we (each a “Party”) agree that we shall, within 10 Working Days of a reasonable request by the other Party:

1. 1. confirm to the other Party whether it is or is not a FATCA Exempt Party;
   2. supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and
   3. supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

23.2 If a Party confirms to another Party pursuant to condition 23.1(a) that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

23.3 Condition 23.1 shall not oblige us to do anything, and condition 23.1(c) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of any law or regulation, any fiduciary duty or any duty of confidentiality.

23.4 If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with condition 23.1(a) or 23.1(b) (including, for the avoidance of doubt, where clause 23.3 applies), then such Party shall be treated for the purposes of this Agreement (and payments under it) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

23.5 If you are a US Tax Obligor or we reasonably believe that our obligations under FATCA or any other applicable law or regulation require it, we shall, within 10 Working Days of:

1. 1. the date of this Agreement (if you are a US Tax Obligor as at the date of this Agreement); or
   2. the date of a request from you (if you are not),

supply to you a withholding certificate on Form W-8, Form W-9 or any other relevant form or any withholding statement or other document, authorisation or waiver as you may reasonably require to certify or establish our status under FATCA or that other law or regulation. If any withholding certificate, withholding statement, document, authorisation or waiver provided to you pursuant to this condition is or becomes materially inaccurate or incomplete, we shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to you unless it is unlawful for us to do so (in which case, we shall promptly notify you of this fact). You may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from us pursuant to this condition without further verification.

23.6 Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

23.7 Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the other Parties.

24. Transfers

24.1 You are not permitted to transfer your rights and/or duties under this Agreement.

24.2 We can assign or transfer all or any part of our rights and/or duties under this Agreement to any person (a “third party transferee”) without your consent.

24.3 We may share information about you with a prospective third party transferee or its agent, or a person providing funding (to us or to the prospective third party transferee), regardless of whether we actually assign or transfer all or any part of our rights and/or duties to such transferee or the funding is actually provided.

24.4 Where we assign or transfer (including by declaration of trust) all or any part of our rights and/or duties under this Agreement to a third party transferee, references in this Agreement to “we”, “us” and “our” shall be references to that third party transferee (for all or the relevant part, as applicable).

25. Changing this agreement

25.1 We tell you above how and when we can change the amount of your regular payments (condition 3) and the fees and expenses (condition 6) you have to pay under this Agreement.

25.2 We can change any other aspect of this Agreement if we reasonably think the change will be no less favourable to you. We can also make changes to any other aspect of this Agreement for the following reasons:

1. 1. where we consider it will make the terms or the Agreement easier to understand or fairer for you;
   2. to comply with a change in any applicable laws or regulations or how applicable laws or regulations are applied or interpreted;
   3. if we introduce a new service or facility or we improve an existing service or facility in connection with this Agreement; or
   4. if we need to change the way we run your account as a result of: (i) changes in the banking or financial system; (ii) technology; or (iii) the systems we use to run our lending business.

We will give you at least 30 days’ written notice before we make such a change.

26. Joint and several liability

26.1 If more than one of you is named on the Facility Letter as borrowers, you are jointly and severally liable and the terms of this Agreement apply to all of you. This means you are each individually responsible for complying with the terms of this Agreement, for example making sure payments are made when due, and we can take action against one or all of you if you do not keep to the terms of this Agreement.

26.2 You agree we will only need to send information in relation to this Agreement to one of you (you must tell us who) and we will do this unless we are required by law or regulation to send the information to everyone who is named on any Security Document.

26.3 Any of you can give us instructions independently of the other borrower(s) and we do not need to check with the other borrower(s) before acting on those instructions but we may choose to do so.

27. Contacting each other and notices Contacting Each Other

27.1 You can contact us:

1. 1. by telephone using your private banker’s number(s) or by contacting us on 08000 84 28 88 (if calling from a UK landline or mobile) or on or +44 (0) 1624 641 888 (if calling from overseas) between the hours of 9am and 5pm on Working Days;
   2. by writing to us at Santander International, 19-21 Prospect Hill, Douglas, Isle of Man IM1 1ET;
   3. through our website – www.santanderinternational.co.uk/contact-us; or
   4. by any other method we tell you about.

Alternatively, you can contact your Relationship Manager / Director on the usual telephone number or email address that you have been given for them between 9am – 5pm on Working Days. You acknowledge and accept that any means of communication (including email, telephone, facsimile, post, SMS) are not secure or reliable and that, if you choose to communicate with us, or request us to communicate with you, it shall be at your own risk and you accept that communication may not be received or actioned in a timely manner and that there is a risk of technical malfunction, computer viruses, unauthorised interference, misdelivery or delay of communications.

27.2 We can contact you using the most recent email address, postal address or phone number you have given us. You must tell us if your contact details change.

27.3 Telephone calls with you may be monitored and recorded so we can check instructions you give us, train our staff and for quality monitoring purposes.

27.4 We will communicate with you in English.

Notices

27.5 You must send any notice to us in writing, to Santander International, 19-21 Prospect Hill, Douglas, Isle of Man IM1 1ET.

27.6 Where we say we will tell you before we do something or give you notice of something we will do so in writing. In a notice we may tell you we will do something, for example make a change to these conditions, or that you must do something by a future date. Where we do not specify a future date then the date the notice takes effect will be:

1. 1. the second day after the date on the notice unless it is to an address outside the United Kingdom in which case it will be from the seventh day after we post it; or
   2. the day we email you.

28. How we will use our powers under this agreement

28.1 Where, under this Agreement, we have the right to take certain action or to require you to do (or not to do) something which is subject to specific criteria, such as:

1. 1. Condition 6.3, where we say when we can increase existing fees or introduce new fees; and
   2. Condition 15, where we say you must ask for our permission before varying the term of any lease, we will exercise our discretion in accordance with the relevant specific criteria.

28.2 Where we have a right to take certain action or require you to do (or not do) something under this Agreement which is not subject to specific criteria, we will always act reasonably when we do so.

28.3 Conditions 28.1 and 28.2 only apply to the things other people do where those people are acting on our behalf, for example if we appoint a receiver.

29. Other conditions

29.1 If we choose not to enforce all or part of this Agreement or we delay enforcing it, this does not mean we cannot enforce it at a later date.

29.2 If we cannot enforce part of this Agreement, that will not affect our right to enforce any other part of it.

29.3 There may be other taxes or costs that are not paid via us or imposed by us.

29.4 We will not be liable to you for any of the following if we are unable to provide any service or fulfil any obligation under this Agreement:

1. 1. any loss of business, loss of goodwill, loss of opportunity or loss of profit in any circumstances; or
   2. any loss to you we could not have reasonably anticipated.

Nothing in this Agreement will stop us being liable if we act fraudulently, with gross negligence or we are at fault and the law does not permit us to limit or exclude liability.

29.5 If we get a court order against you to force you to pay us what you owe under this Agreement, you will continue to pay interest on the Outstanding Balance at the interest rate which applied to your Facility before the court order.

29.6 You agree to sign any document we need in order to safeguard the Security intended to be provided to us under the Security Documents or to protect our interests in the Property and you agree to pay the reasonable costs for any such documents to be prepared.

29.7 The Contracts (Rights of Third Parties) Act 1999 will not apply to these conditions. This means only you and we (and anyone who takes on our rights and/or our obligations under this Agreement) can rely on this Agreement.

29.8 This Agreement is in English and is governed by the laws of England and Wales.

29.9 The English courts have jurisdiction to settle any dispute arising out of or in connection with this Agreement.

29.10 We may also elect to have recourse to the courts of any other appropriate jurisdiction, including the jurisdiction where we provided the Facility, where you are resident, or where any of our Security is held.

30. Complaints

30.1 If you have a complaint about any of our services, please telephone us and ask to speak to your Relationship Manger / Director. Alternatively, you may write to us and address your letter to us at Santander International, 19-21 Prospect Hill, Douglas, Isle of Man IM1 1ET.

30.2 We will promptly acknowledge receipt of your complaint by letter and we will endeavour to resolve your complaint as quickly as possible. Our letter will include a full copy of our internal complaints handling procedures. At the end of the process, we will send you a final response letter setting out how we propose to resolve the complaint and any applicable remedy.

30.3 If for any reason you are not satisfied that your complaint has been resolved fairly, you may be able to refer the matter to the IOM Financial Ombudsman Service (FOS) under which certain disputes may be resolved quickly and with minimum formality by an independent person. A leaflet detailing this procedure will be provided with our final response. You can contact the FOS by writing to them at The Financial Ombudsman Scheme, Isle of Man Office of Fair Trading, Thie Slieau Whallian, Foxdale Road, St Johns, Isle of Man, IM4 3AS or calling +44 (0)1624 686500 and you can find out more information on their website at www.gov.iom/oft/ombudsman 

How we are authorised

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

30.5 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. You can check this on the Financial Services Register by visiting the FCA’s website www.fca.org.uk/register.

30.6 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.

31. Privacy and data protection

31.1 Our privacy policy explains what personal data we collect and how we use it. You can find it at: www.santanderinternational.co.uk/privacy-policy   

31.2 Sometimes we might want some more information to do with your Facility, this document or the Facility Letter. By taking out a Facility with us, you agree we can get this from your lawyer.

Part 4 – Definitions

32. In this Agreement, the below terms have the following meanings. Any terms defined elsewhere in this document will have the meanings given to them where they first appear:

Affiliate: 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.

Base Rate: the Bank of England Base Rate as published by the Bank of England from time to time or such other base rate as may be described in your Facility Letter.

Early Repayment Charge: the charge you pay for repaying your Facility earlier than agreed with us or for making an overpayment. Details of any applicable Early Repayment Charges are set out in your Facility Letter.

ECTEA: the Economic Crime (Transparency and Enforcement) Act 2002.

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

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: any applicable law or regulation which relates to (i) the pollution or protection of the Environment, (ii) the conditions of the workplace or (iii) 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.

Exempt Corporate Borrower: a borrower which is:

1. a limited company or a limited liability partnership registered in one of England and Wales, Scotland, Northern Ireland, Jersey, Guernsey or Isle of Man; and
2. the sole legal owner of the Property; and
3. not a trustee or a partner, nor purporting to act as a trustee or a partner, in owning the Property or for any other purpose.

Facility: the facility available to you, as notified in the Facility Letter or as agreed subsequently.

Facility Letter: the document given to you in which we offer to provide the Facility.

FATCA: means:

1. sections 1471 to 1474 of the US Internal Revenue Code of 1986 (the “Code”) or any associated regulations;
2. any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
3. any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the United States of America Internal Revenue Service, the United States of America government or any governmental or taxation authority in any other jurisdiction.

FATCA Deduction: a deduction or withholding from a payment under this Agreement or a Security Document required by FATCA.

FATCA Exempt Party: a Party that is entitled to receive payments free from any FATCA Deduction.

Increased Cost: means:

1. a reduction in the rate of return from the Facility or on our (or our Affiliate’s) overall capital;
2. an additional or increased cost; or
3. a reduction of any amount due and payable under this Agreement, which is incurred or suffered by us or any of our Affiliates to the extent that it is attributable to us having entered into the Facility or funding or performing its obligations under this Agreement.

Legal Reservations means:

1. the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;
2. the time barring of claims under the Limitation Act 1980 or any equivalent legislation in any relevant jurisdiction, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim;
3. the limitation of the enforcement of the terms of leases of real property by laws of general application to those leases; and
4. similar principles, rights and remedies under the laws of any relevant jurisdiction.

Maximum Property LTV Amount: in relation to the Property, the maximum loan to value amount that is allowed under this Agreement as set out in your Facility Letter.

OE Register: has the meaning given to that term in condition 11.7.

Outstanding Balance: the aggregate of:

1. the total amount of money we lend you at the start of the Agreement and all additional amounts we lend you from time to time (whether or not pursuant to this Agreement) (less any repayments of such amounts made by you);
2. all unpaid interest, fees, charges, costs and expenses, in each case, payable under the Agreement or otherwise in respect of any amounts referred to in (a); and
3. all other amounts payable under the Agreement or otherwise in respect of any amounts referred to in (a).

the Property: the real property or properties named in the Facility Letter and any Security Document.

Registrable Overseas Entity: has the meaning given to that term in condition 11.7.

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

Security Document: any deed or agreement listed as such in the ‘Security’ section of your Facility Letter and any other deed, document or agreement evidencing or creating Security over any asset to secure any of your obligations to us.

Tenancy: any lease or tenancy of the Property under which you are the landlord.

US Tax Obligor: a borrower which is resident for tax purposes in the United States of America or a borrower, guarantor or provider of Security some or all of whose payments under this Agreement, a guarantee or a Security Document (as applicable) are from sources within the United States of America for US federal income tax purposes.

Working Day: a day (other than a Saturday or Sunday) on which banks are open for general business in London and Isle of Man.

Santander International is the trading name of Santander Financial Services plc, Jersey Branch and 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. You can check this on the Financial Services Register by visiting the FCA’s website www.fca.org.uk/register. Santander Financial Services plc, Jersey Branch has its principal place of business at 13-15 Charing Cross, St Helier, Jersey JE2 3RP, Channel Islands and is regulated by the Jersey Financial Services Commission. 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, Jersey Branch have situs in Jersey and therefore are not covered by the Financial Services Compensation Scheme established under the UK Financial Services and Markets Act 2000 or by the Isle of Man Depositors’ Compensation Scheme. Santander Financial Services plc, Jersey Branch is a participant in the Jersey Bank Depositors Compensation Scheme (the Scheme). The Scheme aims to provide protection for eligible depositors of up to £50,000. For further information about the Scheme and to understand your eligibility, please refer to www.jrdca.org.je/jdcs.  

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 and not covered by the UK Financial Services Compensation Scheme or by the Jersey Bank Depositors Compensation Scheme. 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. The latest audited accounts are available upon request. Calls to Santander International are recorded and may be monitored for security and training purposes.