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Lending terms & conditions

Part 2 – Standard Terms

The commercial terms (Part 1) (Commercial Terms) and the standard terms (Part 2) (Standard Terms) below together constitute the agreement between The 91看片 (GBB) and the Borrower relating to the Facility (The Agreement). 聽

1. Definitions

In this Agreement, unless the context otherwise requires:

Authorisationan authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
Authoritymeans any relevant government, agency or legislature in the U.S., the U.K., the European Union or its member states, or other relevant jurisdiction, including but not limited to: the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. State Department, the United Nations Security Council and Her Majesty鈥檚 Treasury.
Buildings Insurancethe insurance over the Property for its full reinstatement value (applicable where the Property is freehold).
Business Daya day other than a Saturday or Sunday or a public holiday in England when banks in London are open for business.
Change of Controla situation where:  

(a) any person or group of connected persons not having control (as defined in sections 450 and 451 of the Corporation Tax Act 2010) of the Borrower on the date of this Agreement acquires control of the Borrower;

(b) any shareholder of the Borrower who holds ordinary shares in the Borrower on the date on which GBB has signed this Agreement transfers (whether by single transfer or a series of transfers at different times) shares constituting 25% or more in nominal value of the Borrower’s issued ordinary share capital without GBB’s prior written consent;

(c) where the Borrower is a limited liability partnership, there is a change in the holding of rights to share in 25% or more of the Borrower’s surplus assets in a winding up or the holding of 25% or more of the rights to vote on matters decided by a vote of the Borrower’s members or there is a change in the entities which have the right to exercise or actually exercise significant influence or control over the Borrower; or

(d) where the Borrower is a limited partnership, there is a change in the identity of any of the limited partners and/or general partners (including by way of assumption of a new limited partner and/or general partner or otherwise).
Commercial TermsPart 1 of this Agreement.
Compensation Proceedsthe proceeds of all compensation and/or damages for the compulsory purchase of, or any blight or disturbance affecting, the Property.
Confidential Informationall information relating to the Borrower, the Finance Documents or the Facility of which GBB becomes aware in its capacity as lender, which is received by GBB from the Borrower (or any of the Borrower’s advisers) in whatever form, but excluding any information:

(a) that is or becomes public information other than as a direct or indirect result of any breach by GBB of clause 25;

(a) is identified by the Borrower (or any of the Borrower’s advisers) at the time of delivery as non-confidential; or

(c) is known to GBB before it is disclosed to GBB by the Borrower (or any of the Borrower’s advisers) or is lawfully obtained by GBB from another source, in either case, through no breach of confidentiality of which GBB is or becomes aware.
Drawdown Datethe date on which the Loan is drawn down.
Drawdown Requesta request to drawdown the Loan in form and substance satisfactory to GBB or approved on its behalf by GBB’s solicitors.
Disposal Proceedsthe gross proceeds of a disposal of all or part of the Property less:

(a) any reasonable expenses incurred by the Borrower in connection with the disposal; and

(b) any Tax incurred and required to be paid by the Borrower in connection with the disposal.
Environmenthumans, animals, plants and all other living organisms, including the ecological systems of which they form part and the following media:  

(a) air (including, without limitation, air within natural or man-made structures, whether above or below ground);

(b) water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and  

(c) land (including, without limitation, land under water).
Environmental Lawany applicable law or regulation which relates to:

(a) the pollution or protection of the Environment;  

(b) the conditions of the workplace; and

(c) 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.
Environmental Permitsany permit or any Authorisation and the filing of any notification, report, improvement programme and assessment required under any Environmental Law for the operation of the business of the Borrower or the development, occupation or use of the Property.
Event of Default:any one of the events or circumstances set out in clause 23 of these Standard Terms or which is referred to as an Event of Default in the Other Conditions in the Commercial Terms.
Finance Costsfor any given period, the aggregate of all:

(a) payments of interest under the Finance Documents;

(b) schedule repayments of principal under the Finance Documents; and

(c) payments of any periodic fees that have fallen due in that period.
Finance Documentsthis Agreement, the Security Documents, the Drawdown Request, any subordination or priority agreement and/or any other Security Interest and/or guarantee or any other document or agreement designated as such by GBB and the Borrower from time to time, and/or any other document or agreement in relation to the Facility to which GBB and a Relevant Entity are party.
Financial Covenantsthe financial covenants set out in the Commercial Terms.
Headleasemeans, where the Property is leasehold, the lease under which the Borrower’s title to the Property is held.
Historic Debt Service Cover Ratio  as at any testing date, the ratio of Net Rental Income to Finance Costs for the period of twelve months ending on the testing date, expressed as a percentage.
Historic Interest Cover Ratioas at any testing date, the ratio of Net Rental Income to Interest Costs for the period of twelve months ending on the testing date, expressed as a percentage.
Increased Costsany:

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

(b) additional or increased cost; or

(c) cost which is incurred or suffered by GBB that is attributable to GBB having entered into or performed its obligations under any Finance Document.
Indebtednessany indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised under any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(c) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(d) 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;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any derivative transaction entered into in connection with protection against or benefit from fluctuations in any rate or price (and when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instruction issued by a bank or financial institution;

(h) any amount raised under any other transaction (including forward sale or purchase agreement) having the commercial effect of a borrowing;

(i) the amount of any liability under any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.
Interest Costsfor any relevant period, the aggregate of all: payments of interest under the Finance Documents; scheduled repayments of principal under the Finance Documents; and payment of periodic fees under the Finance Documents.
Landlord’s Buildings Insurancethe insurance over the Property and the fabric of the building within which the Property is located as required by the terms of the Headlease for its full reinstatement value, where applicable.
Leasesany lease, underlease, tenancy, licence or other right of occupation to which the Property is from time to time subject together with any agreement to grant any such interest or right and any related guarantee or other security for the performance of the lessee’s obligations.
Loanthe loan made or to be made by GBB to the Borrower under this Agreement or the principal amount outstanding for the time being under the Facility, including any capitalised interest.
Market Value‘market value’ as defined in the then current Valuation Standard issued by the Royal Institution of Chartered Surveyors (Red Book).  If market value ceases to be defined by the Red Book, market value shall be calculated on the basis from time to time determined by GBB.
Market Rental Value‘market rent’ as defined in the then current Red Book.  If market rent ceases to be defined by the Red Book, market rent shall be calculated on the basis from time to time determined by GBB.
Net Rental Incomein respect of any relevant period, Rental Income but excluding (to the extent otherwise included) and without double counting: all Tenant Contributions in relation to the Property; any sum representing any value added tax or similar tax chargeable in respect of Rental Income.
Potential Event of Defaultany event which would, on the giving of notice, expiry of any grace period or making of any determination, or satisfaction of any condition, constitute an Event of Default.
Permitted Indebtednessany Indebtedness under the Finance Documents; and any Indebtedness which is subordinated to GBB under any subordination or intercreditor arrangement referred to in the Commercial Terms.
Permitted Securitythe Security Interests created pursuant to the Security Documents; and any Security Interest granted with the prior written consent of GBB.
Projected Debt Service Cover Ratioas at any testing date, the ratio of Projected Net Rental Income to Projected Finance Costs for the period of twelve months starting on the testing date, expressed as a percentage.
Projected Finance Costsan estimate by GBB of the aggregate amount of all Finance Costs that will become payable by the Borrower to GBB during the relevant period.
Projected Interest Costsan estimate by GBB of the aggregate amount of all Interest Costs that will become payable by the Borrower to GBB during the relevant period.
Projected Interest Cover Ratioas at any testing date, the ratio of Projected Net Rental Income to Projected Interest Costs for the period of twelve months starting on the testing date, expressed as a percentage.
Projected Net Rental Incomean estimate by GBB of the aggregate Net Rental Income receivable by the Borrower during the relevant period from the Property on the basis that: only current Leases and Leases to be granted during the relevant period pursuant to a contractually binding agreement for lease will be included; a break option exercisable by a tenant will be deemed to be exercised by that tenant at the earliest possible date unless GBB has received confirmation, in form and substance satisfactory to it, that such break option will not be exercised; all Net Rental Income from any part of the Property that is scheduled to be disposed of during the relevant period will be excluded; and potential increases of Net Rental Income because of a rent review will be excluded, unless such rent review has already been concluded and is legally binding on the tenant.
Quarter Dateseach of 31 March, 30 June, 30 September and 31 December, or as otherwise agreed in writing with GBB.
Recovery Proceedsthe proceeds of a claim against the provider of any certificate or report on title or any other due diligence report and/or legal advice in connection with the Property.
Rent Accounta blocked account in the name of the Borrower designated “Rent Account”, or such other account as specified by GBB.
Rental Incomethe aggregate of all amounts paid or payable to or for the account of the Borrower in connection with the letting, licence or grant of other rights of use or occupation of any part of the Property, including each of the following amounts:
a. rent, licence fees and equivalent amounts paid or payable;
b. any sum received or receivable from any deposit held as security for performance of a tenant’s obligations;
c. a sum equal to any apportionment of rent allowed in favour of the Borrower;
d. any other moneys paid or payable in respect of occupation and/or usage of the Property and any fixture and fitting on that Property including any fixture or fitting on the Property for display or advertisement, on licence or otherwise;
e any sum paid or payable under any policy of insurance in respect of loss of rent or interest on rent;
f. any sum paid or payable, or the value of any consideration given, for the grant, surrender, amendment, supplement, waiver, extension or release of any Lease;
g. any sum paid or payable in respect of a breach of covenant or dilapidations under any Lease;
h. any sum paid or payable by or distribution received or receivable from any guarantor of any occupational tenant under any Lease;
i. any Tenant Contributions; and any interest paid or payable on, and any damages, compensation or settlement paid or payable in respect of, any sum referred to above less any related fees and expenses incurred (which have not been reimbursed by another person) by the Borrower.
SDN Listmeans the Specially Designated Nationals List maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or any similar list maintained by any applicable Authority (including the European Union’s Consolidated List of Persons, Groups and Entities subject to EU Financial Sanctions and the Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury of the United Kingdom), each as amended, supplemented or substituted from time to time.
Security Documentsthe documents listed as ‘Security Documents’ in the Commercial Terms; any other document evidencing or creating a Security Interest over any asset which secures any obligation of the Borrower to GBB; and any other document designated as such by the Borrower and GBB.
Security Interestany mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.
Standard TermsPart 2 of this Agreement.
Taxany tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
Tenant Contributionsany amount paid or payable to the Borrower by any tenant under a Lease or any other occupier of the Property by way of: contribution to: ground rent; insurance premia; the cost of an insurance valuation; a service or other charge in respect of the Borrower’s costs in connection with any management, repair, maintenance or similar obligation or in providing services to a tenant of, or with respect to, the Property; or a reserve or sinking fund; VAT; or any other amount from time to time agreed between GBB and the Borrower in writing.
Valuationa valuation of the Property prepared by the Valuer and addressed to, and capable of reliance on by, GBB, in a form acceptable to GBB.
Valuethe Market Value of the Property calculated in accordance with the most recent Valuation.
VATmeans value added tax or any similar tax substituted for it from time to time.

2. Interpretation

Unless a contrary indication appears in this Agreement

2.1 any reference to assets includes present and future property, revenues and rights of every description;

2.2 any reference to a provision of law (including a statutory provision) is to a provision as it is in force for the time being taking account of any amendment, re-enactment or extension;

2.3 any references to the Borrower, the Parent, a Relevant Entity, GBB or any other person shall include references to their respective successors, permitted assignees and/or permitted  transferees;

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

2.5 any reference to a document or instrument is a reference to that document or instrument as amended, novated, supplemented, extended,  restated or replaced from time to time provided that, where the consent of GBB is required pursuant to any Finance Document or otherwise to such amendment, novation, supplement, extension, restatement or replacement, such consent has been obtained in writing;

2.6 any reference to a guarantee includes any guarantee, indemnity, counter indemnity or other assurance in respect of the indebtedness of any person;

2.7 any reference to a person includes any individual, 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;

2.8 any reference to 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;

2.9 any reference to determines or determined means a determination made in the absolute discretion of the person making the determination;

2.10 any reference to a company includes any company or corporation irrespective of its jurisdiction of incorporation and a limited liability partnership established under the Limited Liability Partnerships Act 2000;

2.11 any reference to a partnership includes any general partnership and/or limited partnership established under the Limited Partnerships Act 1907;

2.12 where the Property comprises more than one real property, references to the Property shall be construed as references to any or all such real properties, as the context so requires;

2.13 unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;  

2.14 a reference to a time of the day is to the time in London;  

2.15 clause and schedule headings are for ease of reference only; and

2.16 an Event of Default and/or Potential Event of Default is continuing if it has not been waived in writing by GBB.

3. Facility

GBB grants to the Borrower a sterling term loan facility of a total amount not exceeding the Facility Amount.

4. Purpose

4.1 The Facility shall only be used for the Purpose.

4.2 GBB is not obliged to monitor how any amount borrowed under this Agreement is used.

5. Conditions predecent

The Borrower may not deliver the Drawdown Request to GBB unless GBB has received in form and substance satisfactory to it the conditions precedent listed in Schedule 1 to the Commercial Terms (except where GBB has waived any such requirement in writing).

6. Drawdown

6.1 The Borrower may utilise the Facility during the Availability Period by delivering the Drawdown Request to GBB not less than five Business Days before the proposed Drawdown Date (or such shorter time as agreed between GBB and the Borrower).The Drawdown Request must be submitted to GBB within twenty Business Days of the date of this Agreement (or such later date agreed in writing between GBB and the Borrower).

6.2 The Drawdown Request must be submitted to GBB within twenty Business Days of the date of this Agreement (or such later date agreed in writing between GBB and the Borrower).There shall be no more than one drawdown under the Facility (unless otherwise agreed in writing by GBB).

6.3 There shall be no more than one drawdown under the Facility (unless otherwise agreed in writing by GBB).

6.4 The drawdown request:

6.4.1 shall relate to a single Loan;

6.4.2 shall only be regarded as having been completed if:

a. the proposed Drawdown Date is a Business Day before the end of the Availability Period;  

b. the Loan requested is for the whole amount of the Facility (or such other amount agreed in writing by GBB);

c. and the account to which the Borrower requests the Loan is credited is a Nominated Account; and

6.4.3 once delivered, is irrevocable.

6.5 Unless otherwise agreed in writing by GBB, no drawdown may be made if an Event of Default or Potential Event of Default exists or would occur if such drawdown were made.

Repayment

7.1 The Borrower shall repay the Loan in accordance with the Commercial Terms.聽 聽

7.2 No amount which is repaid may be redrawn.

7.3 If the Facility is not fully drawn by the end of the Availability Period, any undrawn portion of the Facility shall be automatically cancelled.   

7.4 Notwithstanding any other provision of this Agreement, the Borrower must repay the Loan, all accrued interest and all other amounts due in connection with the Facility in full on the Termination Date.

8. Prepayment

8.1 The Borrower may prepay all or part (in minimum amounts of 拢25,000, or such other amount agreed in writing by GBB) of the Loan by giving notice in writing to GBB no later than fourteen days before the proposed date of such prepayment (or such shorter time as agreed in writing by the parties).

8.2 The Borrower must immediately upon receipt apply:

8.2.1 all Disposal Proceeds;

8.2.2 all Disposal Proceeds;  all proceeds of any claim under any Insurance, in excess of 拢10,000 (or such other amount agreed in writing by GBB);

8.2.3 all Compensation Proceeds; and

8.2.4 all Recovery Proceeds,

directly from a Nominated Account in prepayment of the Loan, unless otherwise agreed in writing by GBB.

8.3 GBB may require the Borrower to prepay the Loan immediately, together with all other outstanding amounts payable by the Borrower in respect of the Facility, if any law or regulation is introduced or changed, or there is any change in the way any court or regulatory authority interprets or applies any law or GBB otherwise determines that it is unlawful for GBB to make a Loan or allow the Loan or the Facility to remain outstanding.

8.4 Any amount prepaid under this clause 8 (unless stated otherwise):

8.4.1 shall not be available for redrawing; and

8.4.2 shall be made together with accrued interest and all other amounts due in connection with the amount prepaid, including the Prepayment Fee.

9. Cancellation

The Borrower may cancel all or any part (in minimum amounts of 拢25,000 or such other amount agreed in writing by GBB) of the undrawn Facility by giving notice in writing to GBB no later than five Business Days before the proposed date of such cancellation.  

10. Interest

10.1 The rate of interest on each Loan is the Interest Rate set out in the Commercial Terms.

10.2 Interest on the Loan shall be paid as set out in the Commercial Terms under the headings “Interest Payment” and 鈥淚nterest Payment Date鈥� or as otherwise agreed in writing with GBB.

10.3 Interest shall accrue from day to day (before and after judgment) and be calculated on the basis of the actual number of days elapsed over a 365 day year.

11. Default interest

11.1 If the Borrower fails to pay any amount under a Finance Document on its due date (Unpaid Amount), interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgement) at a rate which is 3% higher than the Interest Rate.

11.2 Any interest accruing under this clause 11 shall be immediately payable by the Borrower on demand by GBB.

11.3 Any unpaid default interest shall be compounded with the Unpaid Amount on each Interest Payment Date, but will remain immediately due and payable.

12. Fees, costs and expenses

12.1 The Borrower shall pay to GBB the Fees specified in the Commercial Terms and any other fees payable pursuant to this Agreement (including legal fees) together with the fees set out in GBB’s Fee Schedule provided to the Borrower from time to time, in each case on or prior to the specified date (if any).

12.2 The Borrower shall promptly pay GBB the amount of all costs and expenses (including legal and other adviser fees) incurred by it in connection with the negotiation, preparation, printing and execution of the Finance Documents including any Finance Documents executed after the date of this Agreement.

12.3 If the Borrower requests any amendment, waiver or consent it must, within three Business Days of demand, reimburse GBB for the amount of all costs and expenses (including legal and other adviser fees) incurred by GBB in responding to, evaluating, negotiating or complying with that request or requirement.

12.4 The Borrower must within three Business Days of demand pay to GBB the costs and expenses (including legal and other adviser fees (including the Valuer)):

12.4.1 incurred by GBB in connection with the enforcement of, or the preservation of any rights under, any Finance Document;

12.4.2 incurred by GBB in connection with the administration or release of any Security Interest; and

12.4.3 incurred by GBB in connection with any Valuation obtained  pursuant to clauses 20.1 and/or 20.2 of this Agreement.

13. Payments

13.1 All sums payable by the Borrower to GBB shall be paid in full without deduction, set-off or counterclaim and in immediately available cleared funds on the due date.

13.2 If the Borrower is required by law to make any deduction or withholding from any payment under any Finance Document, the sum due from the Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, GBB receives a net sum equal to the sum which it would have received had no such deduction or withholding been required.

13.3 Any sum payable by the Borrower to GBB under the Finance Documents, shall be paid to GBB from a Nominated Account.

14. Increased costs

The Borrower shall pay within three Business Days of a demand by GBB, the amount of any Increased Costs incurred by GBB as a result of:

14.1 the introduction of, or any change in (or in the interpretation, administration or application of) any law or regulation by any governmental or regulatory authority; or

14.2 compliance with any law or regulation made after the date of this Agreement.

15. Indemnities

15.1 The Borrower shall indemnify GBB within three Business Days of demand against any cost, loss or liability incurred by GBB as a result of:

15.1.1 the occurrence of any Event of Default or Potential Event of Default;

15.1.2 a failure by a Relevant Entity to pay any amount due under a Finance Document on its due date;

15.1.3 any prepayment of the Facility being made other than in accordance with a notice of prepayment given in accordance with the terms of this Agreement;

15.1.4 a Loan not being made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of negligence by GBB) or the Borrower purporting to revoke the Drawdown Request;  

15.1.5 any actual or alleged breach of any Environmental Law by any person, where such cost, expense, loss or liability would not have arisen had the Finance Documents or any of them not been entered into;  

15.1.6 any stamp duty, registration or other similar Taxes payable in respect of any Finance Document; or

15.1.7 GBB acting on written or emailed instructions from a Relevant Entity

15.2 Each indemnity in this Agreement:is a separate and independent

15.2.1 is a separate and independent obligation from the other obligations in this Agreement;

15.2.2 gives rise to a separate and independent cause of action;

15.2.3 applies whether or not any indulgence is granted by GBB; and

15.2.4 shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement, or any other judgment or order.

16. Representations and Warranties

16.1 The Borrower (for itself and on behalf of each Relevant Entity) makes the representations and warranties set out in this clause 16.1 to GBB on the date of this Agreement:

16.1.1 it is duly established and validly existing under the laws of the country in which it is incorporated or set up and has the power to own its assets and carry on its business as it is being conducted;

16.1.2 it has the power and authority to execute, enter into, deliver and perform its obligations under the Finance Documents to which it is a party and the transactions contemplated by them;

16.1.3 it has taken all necessary action and obtained all necessary Authorisations to enable it to execute, enter into, deliver and perform its obligations under the Finance Documents to which it is a party.  Any such Authorisations are in full force and effect and are not subject to any conditions;

16.1.4 the obligations expressed to be assumed by it under the Finance Documents to which it is a party are legal, valid, binding and enforceable;

16.1.5 the entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party, do not and will not conflict with any agreement, contract or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement, contract or instrument;

16.1.6 its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except for obligations mandatorily preferred by law;

16.1.7 no Potential Event of Default and/or Event of Default is continuing,

16.1.8 no Relevant Entity, nor any of its subsidiaries or directors or members or partners (if applicable), is either:  

a. listed, or is owned or controlled, directly or indirectly, by any person which is listed, on an SDN List; or

b. located, organised or resident in a country which is the subject of financial, economic or trade sanctions by any applicable Authority;

16.1.9 the financial statements most recently delivered to GBB were prepared in accordance with GAAP consistently applied and give a true and fair view of the Relevant Entity’s financial condition and operations;

16.1.10 there has been no material adverse change in the business, assets, financial condition or prospects of a Relevant Entity since the date of this Agreement;

16.1.11 no Relevant Entity is unable or admits inability to pay its debts when due or has suspended making payments on any of its debts;  

16.1.12 no corporate action, legal proceedings or other procedure or step has been taken in relation to:

a. the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation of a Relevant Entity;

b. a composition, assignment or arrangement with any creditor of a Relevant Entity;

c. the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of a Relevant Entity or any of its assets; or

d. enforcement of any Security Interest over any assets of a Relevant Entity; or

e. any analogous procedure or step is taken in any jurisdiction;  

16.1.13 no Relevant Entity has any Indebtedness other than Permitted Indebtedness;

16.1.14 no Relevant Entity has given, nor permitted to subsist, any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any person other than under the Finance Documents;

16.1.15 no Relevant Entity has created, nor permitted to subsist, any Security Interest on or over any of its assets other than any Permitted Security;

16.1.16 no litigation, arbitration or administrative proceedings are taking place, pending or threatened against it which, if adversely determined, in the opinion of GBB will or might reasonably be expected to have a material adverse effect on a Relevant Entity’s financial condition or ability to comply with its obligations under any of the Finance Documents;

16.1.17 all information supplied by it or on its behalf to GBB (or the provider of any Valuation or due diligence report) was true and accurate as at the date it was provided or as at any date at which it was stated to be given and is not misleading in any respect;

16.1.18 it is the sole legal and beneficial owner of the Property and has good and marketable title to the Property;

16.1.19 nothing has arisen or has been created or is subsisting which would be an overriding interest over the Property and no facility necessary for the enjoyment and use of the Property is enjoyed on terms entitling any person to terminate or curtail its use;

16.1.20 it has:

a. duly and punctually performed and observed all material covenants, conditions, restrictions, agreements, statutory requirements, planning consents, by-laws, orders and regulations affecting the Property, including those relating to the Environment, and has not received any notice of any breach of such matters nor, so far as the Borrower is aware, are there grounds for any such notice being issued, and  

b. at all times been in compliance with all Environmental Laws and has obtained, maintained and is in compliance with all necessary Environmental Permits;

16.1.21 it has not received notice of any adverse claim by any person in respect of the ownership of the Property or any interest on it, nor has any acknowledgement been given to any person in respect of the Property; and

16.1.22 no officer or individual shareholder or member or partner of any Relevant Entity has been convicted of any material offence involving dishonesty of any kind.

16.2 The representations and warranties set out in clause 16.1 above are deemed to be made by the Borrower, by reference to the facts and circumstances then existing, on each day from the date immediately after the date of this Agreement until all amounts owing under the Finance Documents have been irrevocably and unconditionally paid in full.

17. Undertakings

17.1 General Undertakings

The Borrower (for itself and on behalf of each Relevant Entity) undertakes:

17.1.1 not to create or permit to subsist, any Security Interest on or over any of its assets other than any Permitted Security;

17.1.2 not, without the prior written consent of GBB, to sell, assign, lease, transfer or otherwise dispose of its assets other than:

a. in the case of the Borrower, subject to clause 17.1.2(b), of all or part of the Property on arms-length terms if GBB has consented in writing to the disposal and the proceeds are applied in accordance with clause 8.2;  

b. in the case of the Borrower, of any individual plot or unit forming part of the Property on arms-length terms, where the sale price is not less than 95% of the sale price set out in the most recent Valuation and the proceeds are applied in accordance with clause 8.2;

c. trading stock in the ordinary course of its business; or      

d. assets exchanged for other assets comparable or superior as to type, value and quality.

17.1.3 not, without the prior written consent of GBB:

a. grant any Lease (other than an assured shorthold tenancy in a form previously approved in writing by GBB or as otherwise agreed with GBB);

b. terminate (whether by surrender, forfeiture or otherwise) any Lease;

c. vary any terms or waive any rights it has under any Lease;

d. agree to any change of use under, or any rent reviews or any concession or reduction of rent in respect of, any Lease;

e. grant and access right to or over the Property or any part of it;

f. consent to any assignment or sub-letting of any lessee’s interest (or any assignment of a sub-tenant’s interest) under any Lease,

17.1.4 to promptly obtain and maintain in full force and effect all Authorisations required under any law or regulation to enable it to perform its obligations under the Finance Documents;

17.1.5 to comply in all respects with all laws to which it may be subject, if failure to do so would impair its ability to perform its obligations under the Finance Documents;

17.1.6 to ensure that the Property and letting of the Property is in accordance with all relevant legislation, building regulation requirements and codes of practice.

17.1.7 not to make any material change in the scope or nature of its business

17.1.8 to pay all Tax required to be paid by it within the time period allowed for payment without incurring any penalties for non-payment;

17.1.9 not appoint a Property Manager in respect of the Property without the prior written consent of, and on terms approved by, GBB  

17.1.10

a. each Property Manager manages the Property to a standard consistent with that of a prudent property owner;

b. the material terms of any management agreement are not amended without the prior written consent of GBB;

c. the Property Manager acknowledges to GBB that it has notice of the Security Interests created by the Finance Documents;

d. the Property Manager pays all Net Rental Income received by it into the Rent Account promptly upon receipt without any withholding, set-off or counterclaim;

e. notwithstanding clause 17.1.10(d) above, the Property Manager pays all Rental Income received by it into the Rent Account without any withholding, set-off or counterclaim, if there is a Default which is continuing;

17.1.11 to ensure that each Property Manager enters into a duty of care agreement with GBB in form and substance satisfactory to GBB;

17.1.12 if the Property Manager is in default of its obligations under the management agreement and, as a result, the Borrower is entitled to terminate the management agreement then, if GBB so requires, the Borrower must promptly use all reasonable endeavours to:

a. terminate the management agreement in accordance with its terms; and

b. appoint a new Property Manager whose identity and terms of appointment are acceptable to GBB;

17.1.13 to ensure that at all times insurance over the Property, including the Buildings Insurance or Landlord’s Building Insurance, as applicable, is effected by it and maintained with a reputable insurer, against such damage, risks and losses, and in amounts and terms approved in writing by GBB (including, without limitation, loss of rent or prospective rents for a period of not less than three years) (Insurances), and that (unless otherwise agreed in writing by GBB):

a. the Insurances name GBB as composite insured in respect of its own insurable interest and first loss payee in respect of the proceeds of any claim or series of connected claims in excess of 拢10,000 (other than in respect of any claim under any public liability and third party liability insurances);  

b. each of the Insurances contains:

a non鈥慽nvalidation clause under which the Insurances will not be avoided and claims will not be reduced or declined as against any insured party as a result of any circumstances beyond the control of that insured party;

a non-vitiation clause under which the Insurances will not be avoided and claims will not be reduced or declined against any insured party as a result of any misrepresentation, non鈥慸isclosure, or breach of any policy term or condition on the part of any other insured party or any agent of any other insured party;

a waiver of the rights of subrogation of the insurer as against the Borrower, GBB and any tenants of the Property other than any such rights arising in connection with any fraud or criminal offence committed by any of those persons in respect of the Property or any Insurance;

a requirement for the insurer to give GBB at least 30 days鈥� notice if it proposes to (i) repudiate, rescind or cancel any Insurance, (ii) treat any Insurance as avoided in whole or in part, (iii) treat any Insurance as expired due to non-payment of premium (giving GBB the opportunity to rectify such non-payment of premium within the notice period) or (iv) otherwise decline any claim under any Insurance by or on behalf of any insured party; and

such other provision required by GBB to acknowledge that GBB’s cover is on a composite basis.

17.1.14 to reimburse GBB in full on demand in the event that due to a failure to comply with all or any part of clause 17.1.13, GBB opts to effect the insurance concerned and which the Borrower hereby recognises GBB entitlement to effect;

17.1.15 not to give or allow to subsist any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any person other than under the Finance Documents;

17.1.16 not to incur or allow to remain any Indebtedness other than Permitted Indebtedness;

17.1.17 not to declare, pay or make any dividend, charge, fee or other payment or distribution of any kind in respect of its shares and/or membership interests and/or partnership interests without the written consent of GBB;

17.1.18

a. not to form or be a member of a VAT Group for the purposes of Section 43 of the VAT Act 1994, save as disclosed to GBB before entry into this Agreement;

b. that it will comply with its obligations under the VAT Act 1994 and regulations thereunder;

c. that it will apply to make all VAT returns on a quarterly basis; and

d. that it will take all steps to ensure that HM Revenue & Customs make all repayments of VAT due to it as soon as practicable;  

17.1.19 that it will immediately upon becoming aware of it, inform GBB of:

a. any litigation, arbitration or administrative proceedings being commenced or threatened against it;

b. the occurrence of any Event of Default or Potential Event of Default (and the steps, if any, being taken to remedy it);

c. any event which will or might in time have a material adverse effect on the financial condition of the Borrower;

17.1.20 the Borrower shall notify GBB in writing in advance of any proposed Change of Control;

17.1.21 if the Borrower is a partnership, the Borrower shall notify GBB in writing in advance of any proposed change in identity of the partners (including by way of retirement of an existing partner or assumption of a new partner or otherwise);

17.1.22 that it shall not undertake any business through GBB involving (directly or indirectly) any country or entity subject to financial, economic or trade sanctions imposed from time to time by any applicable Authority;

17.1.23 no proceeds of the Facility will, directly or indirectly, be used or paid for the purposes of any transaction related to either:  

a. any person which is listed on the SDN List, or is owned or controlled, directly or indirectly, by any person listed on the SDN List; or  

b. any country which is the subject of financial, economic or trade sanctions by any applicable Authority;

17.1.24 that it shall not fund all or part of any payment required under the Facility out of proceeds derived from business or transactions which are in breach of any financial, economic or trade sanctions; and

17.1.25 that it shall not without the prior written consent of GBB amend any of its constitutional documents.

17.2 Property undertakings

The Borrower (for itself and on behalf of each Relevant Entity) undertakes:

17.2.1 to keep the Property in a good and substantial state of repair, working order and condition;

17.2.2 not to make or permit any alterations to the Property without GBB’s prior consent, save for any immaterial, non-structural and routine works reasonably required to facilitate lettings.

17.2.3 not to do anything or allow anything to be done which may in any way depreciate, jeopardise or otherwise prejudice the value of the Property;

17.2.4 comply with all laws, building regulations , codes of practice and planning permissions which affect the Property or its use;

17.2.5 pay all taxes and other money payable for the Property promptly and provide evidence of such payments to GBB that it may request;

17.2.6 not make any application for any planning permission in respect of the Property without GBB’s consent;

17.2.7 promptly notify GBB of any notice or order in respect of the Property;

17.2.8 ensure that the Property is only used as a residential unit;

17.2.9 comply with all covenants and obligations affecting the Property and shall not waive, release or vary the obligations of any other party to such;

17.2.10 comply with all covenant and obligations applicable to the Borrower as tenant under the Headlease and ensure all covenant and obligations benefiting the Borrower as tenant under the Headlease are diligently enforced;

17.2.11 not waive, release or vary any term of or exercise any option or power to break, determine or extend the Headlease and not, without the prior written consent of GBB, to agree any change in the rent payable under the Headlease;

17.2.12 not do or permit to be done anything under the Headlease which may result in its forfeiture and shall promptly notify GBB of anything which may result in for forfeiture or determination of the Headlease;

17.2.13 the Borrower shall not:

a. settle a claim for breach of covenant or dilapidations under an Lease; or

b. arrange for the grant, surrender or variation of any Lease, unless in each case it has first provided an undertaking from the solicitors dealing with the matter not to so settle or arrange the same without ensuring that any monies payable by the relevant tenant as a result of such matter are payable directly to them and undertaking that once received, the net amount received will be paid by the solicitors into the Borrower鈥檚 account held with GBB.

17.2.14 The Borrower shall perform all its obligations under any Lease;

17.2.15 In respect of the Rents, the Borrower shall:

a. take all reasonable steps to promptly and efficiently get in and realise them where and to the extent due under any Lease and shall, if requested in writing to do so by GBB, on receipt pay all Rents into the Borrower鈥檚 account with GBB or such other account as agreed with GBB;

b. not release, exchange, compound, set-off or grant time or indulgence in respect of rents payable other than in the normal course of business;

c. not exchange, set-off, compound, factor, discount, sell or otherwise deal with or dispose of them;

d. serve, duly and promptly, all notices of review of rent under the Leases;

e. (if required by GBB following notification from the Borrower) serve, duly and promptly, and at all appropriate times a notice on any former tenant under any Lease under Section 17(2) of the Landlord and Tenant (Covenants) Act 1995 or on the guarantor of any such former tenant under Section 17(3) of that Act; and

f. duly and promptly to take all necessary action and (if so requested by GBB) afford GBB, its advisers and any agent it may appoint all necessary assistance to enforce all covenants and obligations of any tenant or the Borrower under the Leases.

17.3 Other Conditions

The Borrower agrees that the Other Conditions (if any) shall apply to the Facility.

18. Rent Account

18.1 The Borrower must ensure that all Net Rental Income is paid into the Rent Account and, following a Default which is continuing, all Rental Income is paid into the Rent Account.

18.2 GBB may at any time require the Borrower to give notice to the tenants or other occupiers of the Property that the Rental Income is subject to the relevant Security Document and to obtain the occupiers’ acknowledgement of such notice.

18.3 The Borrower may satisfy its obligations under clause 18.1 by ensuring that:

18.3.1 a Property Manager promptly collects all Rental Income and promptly upon receipt pays all Net Rental Income (or Rental Income following a Default which is continuing) received by it into the Rent Account; and

18.3.2 pending payment into the Rent Account, the Property Manager holds all Net Rental Income in a trust account in the name of the Managing Agent with a bank approved by GBB.

19. Financial Covenants

19.1 The Borrower must ensure that it complies at all times with the Financial Covenants and GBB shall determine such compliance in its sole discretion.

19.2 The Financial Covenants shall be tested as follows:

19.2.1 the Loan to Value Financial Covenant can be tested by GBB at any time and shall be tested prior to drawdown and quarterly by reference to the most recent Valuation and/or any other documents and/or information as determined by GBB;

19.2.2 the other Financial Covenants shall be tested on each Quarter Date by reference to the most recent Management Information provided by the Borrower and/or any other documents and/or information as determined by GBB.

20. Valuations

20.1 GBB may at the expense of the Borrower instruct the Valuer to carry out a Valuation of the Property every three years from the Drawdown Date, or more frequently, where this is appropriate in GBB鈥檚 reasonable opinion.

20.2 GBB may also require a Valuation of the Property at the expense of the Borrower:

20.2.1 at any time if a Potential Event of Default or an Event of Default exists at the time the Valuation is carried out or results from the Valuation; and

20.2.2 at any time in connection with any compulsory purchase of all or part of the Property.

20.3 Without prejudice to the provisions of clauses 20.1 and 20.2, GBB may also require a Valuation of the Property at any time at its own expense.

20.4 On not less than 5 days鈥� prior notice, the Borrower shall provide the Valuer with full access to the Property for the purposes of carrying out a Valuation under this clause 20 and the Borrower shall ensure that any tenant or other occupier of the Property shall ensure such access is provided.

21. Access

21.1 GBB, its agents or representatives, representatives of any credit rating agency, [any Valuers and any other third party appointed by GBB (at GBB’s sole discretion) shall have full access to inspect the Property on not less than 5 days鈥� prior notice, save that no prior notice shall be required where a Default has occurred or in the event of an emergency.

21.2 The Borrower shall provide such persons referred to under clause 21.1 with such information and documents as they may request and may require to complete its inspection of the Property.

21.3 The Borrower agrees to provide access to the Property in accordance with clause 21.1 and provide any assistance as may be required by GBB for the purpose of inspecting the Property and the Borrower shall ensure that any tenant or other occupier of the Property shall ensure such access and assistance is provided.

22. Information

22.1 The Borrower will provide GBB with the Management Information specified in the Commercial Terms.

22.2 The Borrower will provide GBB with any information about its financial condition, business operations, the Property or any other Relevant Entity which GBB may request from time to time.

23. Events of default

23.1 Each of the events or circumstances set out in this clause 23 is an Event of Default:

23.1.1 a Relevant Entity fails to pay any sum payable by it under any Finance Document unless its failure to pay is caused solely by an administrative or technical error and payment is made within three Business Days of its due date;   

23.1.2 there is a breach of any Financial Covenant;

23.1.3 any Relevant Entity fails to comply with any provision of a Finance Document;

23.1.4 any representation, warranty or statement made, repeated or deemed made or repeated by any Relevant Entity in, or pursuant to, any Finance Document is (or proves to have been) incomplete, untrue, incorrect or misleading when made, repeated or deemed made or repeated;

23.1.6 if the Borrower is a partnership, there is a change in the identity of the partners (including by way of retirement of an existing partner or assumption of a new partner or otherwise) without the prior written consent of GBB;

23.1.5 a Change of Control occurs or, in GBB’s opinion, there is a significant change in the identity of the person or persons responsible for the management of a Relevant Entity’s business operations;

23.1.6 if the Borrower is a partnership, there is a change in the identity of the partners (including by way of retirement of an existing partner or assumption of a new partner or otherwise) without the prior written consent of GBB;

23.1.7 where a Relevant Entity or the limited or general partner of a Relevant Entity is an individual, the individual dies or lacks capacity;

23.1.8 any indebtedness of a Relevant Entity becomes immediately due and payable, or capable of being declared due and payable prior to its stated maturity by reason of an event of default (however described) or otherwise;  

23.1.9 a Relevant Entity is unable or admits inability to pay its debts when due or suspends making payments on any of its debts;  

23.1.10 any corporate action, legal proceedings or other procedure or step is taken in relation to:

a. the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation of a Relevant Entity;

b. a composition, assignment or arrangement with any creditor of a Relevant Entity;

c. the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of a Relevant Entity or any of its assets;  

d. enforcement of any Security Interest over any assets of a Relevant Entity; or

e. any analogous procedure or step is taken in any jurisdiction;

23.1.11 any distress, attachment, execution, expropriation, sequestration or other analogous legal process affects any assets of a Relevant Entity;

23.1.12 the presentation of a bankruptcy petition, or the application for an interim order under Section 253 of the Insolvency Act 1986 against a Relevant Entity or the limited or general partner of a Relevant Entity;

23.1.13 any of the events set out in 23.1.7 鈥� 23.1.12 above occurs in relation to a Material Tenant, the general partner of the Borrower, if it is a limited partnership or a partner of the Borrower, if it is a general partnership;

23.1.14 any Finance Document, guarantee or Security Interest relating to the Facility ceases to be legal, valid and binding on a Relevant Entity;

23.1.15 any Relevant Entity suspends or ceases to carry on all or a material part of its business;

23.1.16 it is or becomes unlawful for any party to a Finance Document to perform any of its obligations under the Finance Document;

23.1.17 any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened against a Relevant Entity or its assets which in the opinion of GBB has or is reasonably likely to have a material adverse effect on a Relevant Entity’s financial condition or ability to comply with its obligations under any Finance Document;

23.1.18 there is an adverse change in the financial or trading position or prospects of a Relevant Entity which, in GBB’s opinion, is material;  

23.1.19 any Security Interest created by a Security Document ceases to be effective or any subordination created under a Finance Document is or becomes unlawful;

23.1.20 GBB receives notice to terminate any guarantee provided in connection with the Facility;

23.1.21 all or a material part of the Property is destroyed or materially damaged where any insurance proceeds will be insufficient to make good the destruction or damage, repair or restoration is likely to take longer than twelve months to complete or the Borrower’s business is likely to be materially adversely affected; and

23.1.22 all or any part of the Property is compulsorily purchased or is subject to an order for compulsory purchase.

23.2 On and at any time after the occurrence of an Event of Default and while it is continuing, GBB may:

23.2.1 cancel the undrawn part of the Facility;

23.2.2 declare that all or any part of the Loan, accrued interest and other amounts owing under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;

23.2.4 exercise any or all of its rights, remedies, powers or discretions under the Finance Documents; and

23.2.5 apply the interest rate under clause 11.1 to the Loan or any part of it as if it were due but unpaid.

24. Assignment and transfer

24.1 The Borrower may not assign or transfer all or any of its rights and/or obligations under the Finance Documents.   

24.2 GBB may, without notice to the Borrower, assign, transfer or dispose of (including, without limitation, by way of novation) and/or create a trust over, by whatever means GBB considers appropriate, all or any of GBB’s rights, obligations, risks, claims and/or interests in respect of the Facility and/or any of the Finance Documents.

24.3 The Borrower undertakes to execute all documents and take all other action required by GBB to give effect to any assignment, transfer, novation or other disposal or trust arrangement GBB decides to enter into in connection with the Facility and/or any of the Finance Documents.

24.4 In addition to the other rights provided to GBB under this clause 24, GBB may at any time and without the Borrower’s consent, charge, mortgage, assign or otherwise create Security Interests in or over all or any of its rights under any Finance Document to secure its obligations.

25. Confidential information

25.1 GBB agrees to keep all Confidential Information secure and not to disclose it to anyone other than in accordance with clause 25.2.

25.2 GBB may disclose such Confidential Information and/or personal data as it shall consider appropriate to:

25.2.1: a group company of GBB and any of their officers, directors, employees, professional advisers or auditors;

25.2.2 any actual or proposed transferee, assignee, sub-participant, trustee, beneficiary or any other person proposing to enter into a contract with GBB in connection with the Facility, this Agreement and/or any of the Finance Documents;

25.2.3 any credit reference or rating agency;

25.2.4 any governmental, banking, taxation or regulatory authority or similar body, or any other person to the extent it is required to do so by any applicable law, regulation or court order; or

25.2.5 any person to whom information is required to be disclosed in connection with any litigation, arbitration, administrative or other investigations, proceedings or disputes.

25.3 The Borrower agrees to (and will procure that all other relevant data subjects including the Relevant Entities will) read GBB’s privacy notice which is located on GBB’s website at and has been provided in hard copy to the Borrower (Privacy Notice) and confirms that each Relevant Entity accepts the terms of such Privacy Notice.  The supplementary information below applies in respect of GBB’s processing of any personal data by GBB in connection with the Facility:

25.3.1 GBB will search the files of any licensed credit reference agency when assessing the Borrower’s loan application (and subsequently conduct a search on an annual basis whilst any liability remains outstanding under the Facility).  GBB may keep a record of that search and share  that information with other businesses making credit enquires about the Borrower, credit reference agencies and CIFAS (and/or any similar or replacement or successor body);

25.3.2 for details of the right to obtain a copy of the personal information GBB is processing and to obtain information about how GBB processes it, and for information about the other rights that all individuals have under data protection laws and how to exercise them please refer to the Privacy Notice;

25.3.3 for further details on how GBB uses personal data or to understand how to exercise any information rights, including the right to obtain a copy of the data, please refer to the Privacy Notice which is located on GBB’s website at ; 聽

25.3.4 GBB may monitor and record telephone calls to ensure that GBB is carrying out the Borrower’s instructions correctly, to resolve queries and complaints, for regulatory purposes, to help detect or prevent fraud or other crimes, improve service and to help monitor and train staff.聽GBB’s lawful reasons for this under data protection law are GBB’s legitimate interests and compliance with legal obligations; and

25.3.5 GBB will share personal data with fraud prevention agencies who will use it to prevent fraud and money laundering and to verify the Borrower’s identity.聽If fraud is detected, the Borrower, and key individuals associated with the Borrower, could be refused certain services, finance or employment, Further details of how personal data will be used by GBB and fraud prevention agencies, and the Borrower’s data protection rights, can be found at www.gbbank.co.uk.

26. Set-off

In addition to any other rights to which it may be entitled, including rights under any Security Document, GBB may set off any obligation owed to it by the Borrower (which is or has become due and payable) under this Agreement against any obligation owed to the Borrower by GBB (whether or not such obligation is due and payable).  GBB may exercise any of these rights without prior notice both before and after demand and in doing so may convert to sterling at the prevailing market rate of exchange any obligation which is in a currency other than sterling for the purpose of set-off. 

27. Remedies, Waivers, Amendments and Consents

27.1 Any amendment and/or variation to, or in respect of, this Agreement shall be in writing and signed by, or on behalf of, each party.

27.2 No failure or delay on the part of GBB to exercise any right or remedy under this Agreement and/or the Security Documents will operate as a waiver of any such right or remedy

27.3 No single or partial exercise of any right or remedy under any Finance Document shall preclude any other or further exercise or other right or remedy under any Finance Document.

27.4 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law or otherwise.

28. Severance

If at any time any provision (or part of a provision) of this Agreement is or becomes invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected, reduced or impaired in any way.

29. Miscellaneous

29.1 Where an obligation of a Relevant Entity is more onerous in one Finance Document than another Finance Document, the more onerous obligation shall prevail, unless GBB agrees otherwise in writing.

29.2 Subject to clause 29.1 above, in the event that there is a direct conflict between a provision of this Agreement and a provision of a Security Document, the provisions of this Agreement shall prevail.

29.3 Any notification, determination or certificate given or made by GBB shall be conclusive and binding on the Borrower, except in the case of manifest error.

29.4 Each Finance Document may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.

29.5 Where the Borrower consists of more than one party, each such party shall be individually as well as jointly liable for all amounts payable under this Agreement.  In the event of the liquidation (including the passing of a resolution for liquidation) or dissolution, death or incapacity of one or more such parties or an application for administration, an administration order, voluntary arrangement or bankruptcy and/or any analogous proceedings in any other jurisdiction, the obligations of the other parties shall continue in full force and effect.

29.6 If the Borrower is a partnership, all partners at the time the Facility is entered into and any new partners shall be jointly and severally liable for all amounts payable under the Facility Agreement.  If a partner leaves the partnership, he or she shall continue to be jointly and severally liable until GBB confirms in writing that such liability is cancelled.  Prior to becoming a partner, any new partner will sign any document requested by GBB to confirm its joint and several liability.

29.7 Except for any insolvency practitioner appointed by GBB or any assignee, transferee, beneficiary or trustee which has an interest in accordance with clause 24.2 above, a person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce or enjoy the benefit of any provision of this Agreement.

30. Notices

30.1 Each notice, consent and other communication in respect of this Agreement will be effective only if made by letter or email, delivered to the address or email address specified next to the relevant signature in the Commercial Terms (or to any substitute address or email address notified in writing by the relevant party for this purpose) and marked for the attention of the specified department, if applicable.  Each communication by letter will be effective only if delivered by hand, sent by first class post (if sent from and to an address in the UK) or sent by airmail (if sent from or to an address elsewhere). 

30.2 Each communication will become effective as follows (references to times are to times in the place of delivery of the communication):

30.2.1 a hand-delivered letter will be effective as soon as it is delivered (or, if it is delivered after 5pm or on a day that is not a Business Day, it will be effective at 9am on the next Business Day);

30.2.2 a letter sent by post from and to an address in the UK will be effective at 9am on the second Business Day after it is posted and a letter sent by airmail from or to an address elsewhere will be effective at 9am on the tenth Business Day after it is posted; and

30.2.3 an email will be effective at the time of transmission (or, if it is delivered after 5pm or on a day that is not a Business Day, it will be effective at 9am on the next Business Day),

31. Governing Law

31.1 This Agreement and any non-contractual obligations connected with it are governed by English law. 

31.2 The Borrower irrevocably agrees that the English courts have exclusive jurisdiction and accordingly submits to the jurisdiction of the English courts in relation to any matter arising in connection with the Finance Documents or any non-contractual obligations connected with the Finance Documents (including regarding their existence). 

31.3 The Borrower agrees that the English courts are the most appropriate and convenient courts to settle any matter falling within clause

31.4 GBB may, despite the terms of clauses 31.1 to 31.3, bring proceedings in connection with the Finance Documents in any court of competent jurisdiction and, to the extent allowed by law, take concurrent proceedings in any number of jurisdictions.

The Standard Terms published on this website are provided for general information purposes only. They are not intended to be exhaustive, nor do they constitute an offer by the 91看片 to provide finance on the stated terms. 91看片 reserves the right to vary, amend or supplement any term as may be appropriate in light of a borrower鈥檚 individual circumstances, the nature of the proposed facility, or where 91看片 reasonably considers it necessary to do so.

In all cases, the contractual terms and conditions applicable to any lending arrangement will be those expressly set out in the facility letter (and any documents referred to in it) issued by 91看片 to the relevant borrower. To the extent of any inconsistency between the website versions of the Standard Terms and the facility letter, the provisions of the facility letter shall prevail.

Borrowers and prospective borrowers should not rely on the website versions of the Standard Terms as creating any binding rights or obligations.

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