General Terms and Conditions for Business Lending to Partnerships

Transcription

1 General Terms and Conditions for Business Lending to Partnerships

2 CONTENTS 1. Introduction DEFINITIONS AND INTERPRETATION OVERDRAFT FACILITIES DEMAND LOAN FACILITIES COMMITTED LOAN FACILITIES Revolving Credit Facilities BOND AND LETTER OF CREDIT FACILITIES COVENANTS AND EVENTS OF DEFAULT Interest FEES, CHARGES AND INDEMNITIES GENERAL

3 Ulster Bank Ireland Limited General Terms and Conditions for Business Lending to Partnerships Ref 09/ Introduction 1.1 This booklet sets out the general terms and conditions ( General Conditions ) governing lending and other facilities provided by the Bank to the Borrower under a Facility Letter unless otherwise provided in these General Conditions or in the Facility Letter. 1.2 Where these General Conditions apply to a Facility, other specific terms and conditions will also apply to the Facility and these will be set out in the Facility Letter. If any such specific terms and conditions conflict with these General Conditions, the specific terms and conditions will apply. 1.3 Nothing in these General Conditions shall prejudice the rights of consumers as such term is defined in the Consumer Protection Code. 2. DEFINITIONS AND INTERPRETATION 2.1 In this Agreement, unless the context otherwise requires: this Agreement means the Facility Letter and these General Conditions; Availability Period means the period specified in the Facility Letter during which a Facility will be available for utilisation/drawing by a Borrower; Bank means Ulster Bank Ireland Limited and its successors, transferees and assignees in accordance with their respective interests; Borrower means each of the persons named in the Facility Letter as borrower, being the individual partners carrying on (in partnership) the business of the Partnership, only in their capacity as partners in the Partnership, and use of the term Borrower shall be deemed to refer to all such persons together and to each of them separately and shall include his/her/their personal representatives, executors, administrators, successors and permitted assignees; Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Dublin; Conditions Precedent means the pre-conditions to availability and/or utilisation of a Facility as specified in the Facility Letter and Section (Conditions Precedent) of these General Conditions; Event of Default means an event of default under the Facility Letter or any event specified in Section 8.2 (Events of Default) of these General Conditions; Facility or Facilities shall have the meaning assigned to them in the Facility Letter; Facility Letter means any facility letter or loan agreement to which these General Conditions are stated to apply; Finance Documents means this Agreement, the Security Documents and any other agreements, documents, certificates or undertakings that may be entered into or executed in connection with the Facilities; Guarantor means any guarantor specified in the Facility Letter and shall include his/her personal representatives, executors, administrators, successors and permitted assignees; Partnership means the partnership referred to in the Facility Letter; Partnership Agreement means the partnership agreement entered into by the individual partners (each a Partner ) in the Partnership as the same may be amended or supplemented from time to time; Regulatory Authority means the Central Bank of Ireland, the European Central Bank, the Prudential Regulation Authority and the Financial Conduct Authority, the Bank of England, the Revenue Commissioners, the UK Inland Revenue and any other fiscal, monetary or regulatory authority, federation or organisation in any jurisdiction including the Basel Committee on Banking Supervision (and, in each case, any successor); Security means the security comprised in the Security Documents; Security Documents means the security documents specified in the Facility Letter. 2.2 Any reference in this Agreement to: a person shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the foregoing; insolvency practitioner shall be construed as a liquidator, receiver, examiner, official assignee or trustee in bankruptcy, administrator, administrative receiver or similar officer as appropriate; 3

4 4 tax shall be construed so as to include any tax, levy, impost, duty or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of these); VAT means value added tax including any similar tax which may be imposed in its place. 2.3 Unless the contrary is indicated, any reference in this Agreement to: balances on an account shall be deemed to be a reference to cleared balances; a statute shall be construed as a reference to such statute as the same may have been, or may from time to time be, amended, replaced or re-enacted; and words importing the plural include the singular and vice versa. 2.4 Section headings are for ease of reference only. 3. OVERDRAFT FACILITIES Nature of Facility 3.1 Overdraft: An overdraft Facility available to a Borrower on the current account (the Facility Account ) specified in the Facility Letter and with the limit specified therein (the Overdraft Limit ). The debit balance on the Facility Account must not exceed the Overdraft Limit at any time. Group Overdraft: An overdraft Facility made available to a Borrower on the current accounts (the Facility Accounts ) specified in the Facility Letter and with the Group Overdraft Limit and the Gross Limit specified in the Facility Letter. The net aggregate debit balance on the Facility Accounts must not exceed the Group Overdraft Limit at any time and the aggregate debit balances on the Facility Accounts must not exceed the Gross Limit at any time. For the purpose of calculating utilisation of the Facility, the aggregate of the credit balances on the Facility Accounts will be netted against the aggregate of the debit balances on the Facility Accounts resulting in a net balance which can be either a credit or a debit balance. The Group Overdraft Limit is the maximum permitted net aggregate debit balance on the Facility Accounts. The Gross Limit is the maximum permitted aggregate debit balance on the Facility Accounts. Repayable on Demand 3.2 An overdraft Facility is repayable on demand and the Bank may at any time by written notice: terminate the Facility; and/or demand immediate repayment of all or any amounts drawn and outstanding under the Facility and all accrued interest and other sums payable in respect of the Facility. Immediately upon such a demand being made, the Borrower shall be liable to pay all such amounts, interest and other sums. The inclusion of conditions precedent, covenants, representations and warranties, events of default and review dates in this Agreement shall not prejudice the demand nature of a Facility stated to be repayable on demand. Minimum Period of Credit 3.3 In the case of an Overdraft, the Facility Account must operate in credit for a minimum period of 30 days (consecutively or otherwise) in any 12 month period. 3.4 In the case of a Group Overdraft, the net aggregate balance on the Facility Accounts must operate in credit for a minimum period of 30 days (consecutively or otherwise) in any 12 month period. Overdraft Limit, Group Overdraft Limit and Gross Limit 3.5 At the Borrower s request or at the Bank s discretion, the Bank may at any time reduce or increase the Overdraft Limit, the Group Overdraft Limit or the Gross Limit (together the Limits ) by notice in writing to the Borrower. 3.6 In operating within the relevant Limits, the Borrower must take account of interest or other charges debited to the Facility Account(s). The Borrower will not be entitled to draw against uncleared items. Any payment made by the Bank against uncleared items will not give rise to any obligation to do so on any other occasion. 3.7 The Bank may, at its discretion, return any item which, if paid, would have the effect of overdrawing the Facility Account(s) in excess of the relevant Limits. The Bank may, at its discretion, pay any such item but this will not mean that the relevant Limit has changed and surcharge interest (Section 9 (Interest)) and an irregular account surcharge will be applied to the Facility Account. In addition, such a payment will not give rise to any obligation on the Bank to allow any future excess of the relevant Limit to arise by paying items presented on any other occasion. 3.8 The Bank will not be obliged to give prior notice regarding the presentation and/or dishonour of items drawn on a Facility Account. If it does so, this will not mean that the Bank will be obliged to do so on any other occasion. 3.9 In the case of a Group Overdraft, if the Group Overdraft Limit or the Gross Limit would otherwise be exceeded, cheques may be returned unpaid or payments or withdrawals declined even though the particular Facility Account on which the cheque is drawn or the payment or withdrawal is to be made shows an adequate credit balance.

5 Facility Account Details 3.10 These General Conditions and the terms and conditions in respect of an Overdraft or Group Overdraft set out in the Facility Letter will not be affected in any way by any Facility Account(s) being allocated another account number by the Bank or being transferred to another branch, office or department of the Bank Any requests for the addition or removal of Facility Accounts to or from a Group Overdraft must be in writing. Acceptance of such a request will be at the Bank s discretion and may be subject to the specific terms and conditions set out in the Facility Letter being suitably amended to the Bank s satisfaction. Interest, Fees and Charges 3.12 Interest, fees and charges will accrue and will be calculated and charged in accordance with Sections 9 (Interest) and 10 (Fees, Charges and Indemnities) of these General Conditions. 4. DEMAND LOAN FACILITIES Nature of Facility 4.1 A loan repayable on demand made available to a Borrower in the amount, for the purpose and on the specific terms set out in the Facility Letter. Repayable on Demand 4.2 A demand loan Facility is repayable on demand and the Bank may at any time by written notice: terminate the Facility; and/or demand immediate repayment of all or any amounts drawn and outstanding under the Facility and all accrued interest and other sums payable in respect of the Facility. Immediately upon such a demand being made, the Borrower shall be liable to pay all such amounts, interest and other sums and any amount undrawn under the Facility shall be cancelled. The inclusion of conditions precedent, covenants, representations and warranties, events of default, repayment schedules and review dates in this Agreement shall not prejudice the demand nature of a Facility stated to be repayable on demand. Drawdown Availability 4.3 Subject to the terms and conditions of this Agreement and, in particular, satisfaction of the Conditions Precedent, the Facility will be made available to the Borrower on any Business Day during the Availability Period. The Bank s commitment will be limited to the amount of the Facility which has been drawn down at the expiration of the Availability Period unless otherwise agreed. 4.4 Unless otherwise agreed by the Bank, not less than 2 Business Days notice of each drawing shall be given and the giving of such notice shall oblige the Borrower to make the drawing. Interest, Fees and Charges 4.5 Interest, fees and charges will accrue and will be calculated and charged in accordance with Sections 9 (Interest) and 10 (Fees, Charges and Indemnities) of these General Conditions. Repayments and Prepayments 4.6 Repayments: The Borrower will punctually pay the repayments specified in the Facility Letter. Any variations in the amount of such repayments as a result of a variation in interest rates will be notified to the Borrower. See Section 9 (Interest) of these General Conditions. 4.7 Prepayments: (e) Where a Variable Interest Rate (see Section 9.3 of these General Conditions) applies to a Facility, the Borrower may, at any time, prepay (or convert to another interest rate) the whole or any part of the Facility without penalty. Where a fixed interest rate applies to a Facility, the Borrower may, on the last day of any fixed rate period prepay (or convert to another interest rate) the whole or any part of the Facility without penalty. Where the Interbank Rate (see Section 9.10 of these General Conditions) applies to a Facility, the Borrower may, on the last day of an Interest Period (see Section 9.11 of these General Conditions), prepay (or convert to another interest rate) the whole or any part of the Facility without penalty. Where a Market Rate (see Section 9.12 of these General Conditions) applies to a Facility, the Borrower may, on the last day of the calendar month, quarter or half year as applicable (see Section 9.13 of these General Conditions), prepay (or convert to another interest rate) the whole or any part of the Facility without penalty. Any such prepayment referred to in,, and above shall include accrued interest (if any). Where a fixed interest rate or the Interbank Rate or Market Rate applies to a Facility and the Borrower requests a prepayment or conversion otherwise than in accordance with sub-sections and above, Broken Funding Costs 5

6 (see Sections 10.8 and 10.9 of these General Conditions) may be payable by the Borrower if the Bank, at its discretion, agrees to such prepayment or conversion. The Borrower must serve at least 5 Business Days notice of any prepayment or conversion (specifying the date and intended amount of the prepayment or conversion). 4.8 Early repayments and prepayments are treated as permanent reductions and may not be redrawn unless otherwise agreed between the Bank and the Borrower. However, where the Facility is expressed to be a revolving credit facility, the amount which has been repaid or prepaid may be re-drawn to the extent that it does not exceed the amount available for drawing at that time. Where early repayments and prepayments are treated as permanent reductions, this will shorten the repayment period (where there are scheduled repayments specified in the Facility Letter) but the Borrower must continue to make the repayments specified in the Facility Letter unless otherwise agreed. 5. COMMITTED LOAN FACILITIES Nature and Application 5.1 A committed loan available to a Borrower in the amount, for the term and purpose and on the specific terms set out in the Facility Letter. A committed loan is available for the term specified in the Facility Letter unless an Event of Default has occurred before then. 5.2 The provisions of Sections 4.3 to 4.8 and Section 8 (Covenants and Events of Default) of these General Conditions shall apply to a committed loan. Interest Fees and Charges 5.3 Interest, fees and charges will accrue and will be calculated and charged in accordance with Sections 9 (Interest) and 10 (Fees, Charges and Indemnities) of these General Conditions. 6. Revolving Credit Facilities Nature and Application 6.1 A committed loan or demand loan available to a Borrower in the amount, for the term (where committed) and purpose and on the specific terms set out in the Facility Letter. Drawings under a revolving credit facility may be repaid and re-drawn within the Facility Amount specified in the Facility Letter. 6.2 Where the revolving credit facility is expressed in the Facility Letter to be repayable on demand, the provisions of Sections 4.2 to 4.8 of these General Conditions shall apply. 6.3 Where the revolving credit facility is expressed in the Facility Letter to be committed, the provisions of Sections 5.1 and 5.2 of these General Conditions shall apply. Interest, Fees and Charges 6.4 Interest, fees and charges will accrue and will be calculated and charged in accordance with Sections 9 (Interest) and 10 (Fees, Charges and Indemnities) of these General Conditions. 7. BOND AND LETTER OF CREDIT FACILITIES Nature and Availability 7.1 A facility where the Bank agrees to execute guarantees, bonds or indemnities (together referred to as Bonds ) or letters of credit ( Letters of Credit ) on behalf of the Borrower in the amount, for the term (where committed) and purpose, and on the specific terms specified in the Facility Letter. 7.2 Uncommitted: Where this type of facility is expressed in the Facility Letter to be uncommitted this means that it is provided on an on demand basis and is available until the Bank gives notification, at any time at its absolute discretion, to cancel and withdraw the Facility. The inclusion of conditions precedent, covenants, representations and warranties, events of default and review dates in this Agreement shall not prejudice the demand nature of a Facility stated to be uncommitted. 7.3 Committed: Where the Facility is expressed in the Facility Letter to be committed, this means that the Facility will be available for utilisation during the Availability Period and for the term specified in the Facility Letter unless an Event of Default has occurred before then. Amount 7.4 The aggregate of the maximum potential liability of the Bank under each Bond or Letter of Credit shall not exceed the Facility Amount specified in the Facility Letter. Utilisation 7.5 Each request for a Bond shall be by way of notice in writing to the Bank incorporating details of the Bond required. 7.6 Each request for a Letter of Credit shall be by way of a duly completed Bank standard documentary credit application form ( Application ) submitted to the Bank. If any specific provisions in the Application conflict with these General Conditions or the Facility Letter, the Application will prevail in respect of the relevant Letter of Credit. 6

7 7.7 The Bank shall, subject to the terms and conditions of the Facility Letter, issue the relevant Bond/Letter of Credit to such beneficiary as the Borrower may request provided: the terms and conditions of the Bond/Letter of Credit (including the beneficiary and maturity date) have been approved by the Bank; and in the case of a Bond, the Bank has received a counter indemnity in the Bank s preferred form in respect of such Bond. 7.8 In the case of a Bond, the Bank s maximum liability under such Bond shall be treated as reduced or extinguished for the purposes of this Agreement when and to the extent that: the Bank has received written confirmation from the beneficiary of the Bond (i) of the amount of such reduction or (ii) that the Bank s maximum liability under the Bond has been extinguished and/or the Bond is returned to the Bank; or the Bank has made a payment under the Bond and the terms of the Bond allow for the Bank s maximum liability thereunder to be irrevocably reduced by the amount of any such payment or the Bank has settled its maximum liability under the Bond in full; or the expiry date (if any) stated in the Bond has passed with no claim having been made on the Bank; or the Bank is otherwise satisfied that its maximum liability under the Bond has been irrevocably reduced or extinguished. 7.9 In the case of a Letter of Credit, the Bank s maximum liability under such Letter of Credit shall be treated as reduced or extinguished for the purposes of this Agreement when and to the extent that: the Bank has made a payment under such Letter of Credit and the terms of such Letter of Credit allow for the Bank s maximum liability thereunder to be irrevocably reduced by the amount of any such payment, or extinguished; or the Bank is otherwise satisfied that its maximum liability under the Letter of Credit has been irrevocably reduced or extinguished. Authority from Borrower 7.10 The Borrower irrevocably and unconditionally authorises and directs the Bank to pay, following a demand by any beneficiary under a Bond or Letter of Credit, any sum demanded without reference to, or any necessity for, confirmation from the Borrower. Any such demand shall be conclusive evidence that the sum stated in the demand is properly due and payable. The Borrower shall reimburse the Bank for any such amounts paid by the Bank as determined by the Bank. The Borrower irrevocably and unconditionally authorises the Bank to debit any of the Borrower s accounts with the Bank with the whole or any part of the amount of any such payment together with all costs, charges, damages, losses and expenses incurred or sustained by the Bank whether any such account or accounts shall be overdrawn or may become overdrawn as a result of any such debit. Cash Cover 7.11 The Bank may at any time at its discretion, and without prejudice to the other provisions in this Agreement or in any counter indemnity held, call on the Borrower to deposit with the Bank, within two Business Days of demand, an amount up to the aggregate of the maximum liability under all outstanding Bonds and/or Letters of Credit, together with any fees due and all other sums payable by the Borrower (as determined by the Bank) in respect of any such contingent liability Facility Any sums deposited with the Bank may be applied by the Bank, at its sole discretion, against any claims made upon the Bank under any outstanding Bond/Letter of Credit and the Bank shall be entitled to hold such amount until all of the Bank s obligations under the relevant Bonds/Letters of Credit have been discharged in full and the Bank s obligations in respect of the Facility have expired without any call or demand having been made upon it. In the absence of such funds being deposited with the Bank, the Bank shall be entitled, at its discretion, to obtain payment by debiting the relevant amount to an account in the Borrower s name. Fees and Expenses 7.13 The Borrower shall pay to the Bank the fees set out in the Facility Letter. Such fees shall accrue from day to day and shall be payable in accordance with the terms of the Facility Letter In addition, in the case of Letters of Credit, the Borrower will be responsible for the payment of all charges arising from time to time in accordance with the Bank s standard documentary credit charges or such other tariff as may be agreed between the Borrower and the Bank. The Borrower (if affected) will be given 30 days prior notice of any increase in such charges or of the introduction of any new charges. The Bank may, at its discretion, debit an account in the name of the Borrower with the amount of such charges. Details of the Bank s current standard documentary credit charges are available at all times on request to the Bank. 8. COVENANTS AND EVENTS OF DEFAULT Covenants 8.1 The Borrower covenants and undertakes, such covenants to remain in force until the Facility to which they apply has been repaid in full, as follows: 7

8 (e) (f) (g) (h) (i) (j) (k) (l) Use of Loan: The Borrower shall use the Facility for the purpose specified in the Facility Letter. Financial Information: The Borrower shall supply to the Bank promptly such up-to-date financial and other information in relation to the Borrower and the business of the Partnership as the Bank may from time to time specify or as may be specified in the Facility Letter and shall ensure that all accounts and other financial information submitted to the Bank are prepared consistently and in accordance with generally accepted accounting principles in Ireland. Notification of Default: The Borrower shall notify the Bank of any Event of Default immediately upon becoming aware of its occurrence. Negative Pledge: The Borrower shall not create or permit to subsist any mortgage, charge, lien, encumbrance or other security interest (except a lien arising by operation of law in the ordinary course of business) on the whole or any part of the Partnership s present or future assets except with the prior written consent of the Bank. Material Change in Business: The Borrower shall not make any material change in the nature of the Partnership s business as presently conducted except with the prior written consent of the Bank. Disposal of Assets: The Borrower shall not sell, transfer, lease (or where a lease is already in existence, consent to the lease being assigned) or otherwise dispose of, by one or more transactions, all or a substantial part of the Partnership s assets except with the prior written consent of the Bank. Insurance: The Borrower shall keep all the Partnership s property and assets of an insurable nature insured with a well established reputable insurance company against such risks and to a value such as a prudent person carrying on a similar business to that of the Partnership would normally insure such property and assets and subject also to such further insurance requirements as may be specified in the Facility Letter. Authorisations and Compliance: The Borrower shall comply with all applicable laws (including environmental laws) regulations or other legal requirements and obtain, renew and comply with the terms of all licences, permits, consents or other authorisations held in respect of the Partnership s business. Members of Partnership: The Borrower shall notify the Bank of any change in the constitution of the Partnership whether as a result of death, resignation, retirement or expulsion of any of the Partnership s present or future Partners or the admission of any new Partners. Notification: The Borrower shall immediately notify the Bank in writing of the intention of any person of which the Borrower becomes aware to present a petition or similar proceedings to have the Borrower declared bankrupt or for the appointment of an insolvency practitioner to the Borrower or any of the Partnership s assets. Pari Passu: The Borrower shall ensure that the claims of the Bank against the Borrower under this Agreement rank at least equally with the claims of all the Borrower s other unsecured and unsubordinated creditors save those whose claims are preferred by any bankruptcy, insolvency, liquidation or other similar laws of general application. Partnership Agreement: The Borrower shall not terminate the Partnership Agreement or amend it in any manner which would prejudice the interests of the Bank under the Finance Documents. (m) Tax: All payments in respect of VAT, PAYE and Income Tax of the Partnership shall be kept up to date and the Partnership shall not be in default in relation thereto. Events of Default 8.2 Upon the occurrence of any of the events specified below, the Bank may by written notice to the Borrower terminate the Facility and/or demand immediate repayment of all or any amounts drawn and outstanding under the Facility and all accrued interest and other sums payable in respect of the Facility (and if the Facility is undrawn or only partially drawn, the Facility or the portion of the Facility which remains undrawn shall be cancelled) and the Bank may declare that the Security has become immediately enforceable: (e) Non-Payment: the Borrower fails to pay on the due date any amount payable under this Agreement; or Breach of Other Obligations: the Borrower fails to comply with any other obligation, covenant, term or condition of this Agreement; or Misrepresentation: any representation or warranty made or repeated by any Partner in this Agreement is or proves to have been incorrect in any material respect when made or repeated; or Cross Default: the Borrower defaults in the performance of any other agreement for borrowed monies so as to accelerate or potentially accelerate the due date of repayment thereunder or such borrowed monies are not repaid in full when due; or Death/Bankruptcy/Incapacity: any Partner shall die, become bankrupt, make any arrangement with his/her creditors, become or be declared to be of unsound mind or become a ward of court or be expelled from the Partnership or retire or resign from the Partnership or any of the Partners transfers or reduces in any way his/her interest in the Partnership without the consent of the Bank, provided always that where another person (in respect of whom the Bank has given its consent) has been substituted for such Partner in the Partnership and assumes the obligations of such Partner under this Agreement or if any one or more of the remaining Partners take up the share of the first named Partner in the Partnership and assumes all the obligations of the first named Partner under this Agreement, 8

9 (f) (g) (h) (i) (j) (k) (l) in either case within such reasonable period as the Bank may agree, no Event of Default shall have occurred or be deemed to have occurred; or Payment of Debts: the Borrower stops or threatens to stop payment of any of the Borrower s debts or suspends making payments on any of the Borrower s debts or disposes or attempts to dispose of the whole or any substantial part of the Partnership s assets (except in the ordinary course of business) or the Borrower shall be deemed to be unable, or shall admit its inability to, pay the Partnership s debts as they fall due or shall become insolvent; or Bankruptcy Proceedings and Analogous Proceedings: in respect of any Partner (and the Partnership s assets), if any Partner or if any other person petitions or takes any step or other legal proceedings are started to have such Partner or the Partnership declared bankrupt or for the appointment of an insolvency practitioner to the Partnership or any of its assets; or Bankruptcy Related Orders: in respect of any Partner (and his/her assets), if an order for his/her bankruptcy is made or any insolvency practitioner is appointed; or Distress or Execution: any distress, execution, attachment or other legal process affects the whole or a material part of the assets of the Partnership and is not discharged within twenty-one days; or Judgements: any judgement is obtained against the Partnership and remains unpaid for a period of fourteen days from the date of such judgement; or Material Adverse Change: any event occurs after the date of this Agreement which in the Bank s opinion is likely to have a material adverse effect on the ability of the Borrower to comply with its obligations under the Finance Documents; or Finance Documents: any provision of any Finance Document becomes unlawful, invalid or unenforceable or if the Borrower breaches or repudiates any Finance Document to which it is party; or (m) Partnership Business: if the Partnership ceases to carry on its trade or business or any part thereof or changes the nature of its trade or business or any part thereof without the prior written consent of the Bank. 9. Interest General 9.1 The interest rate category applicable to a Facility will be determined by the Bank by reference to the business of the Borrower and the purpose, risk and term of the Facility and will be set out in the Facility Letter. The interest rate applicable to the Facility will be the current interest rate for that category as at the date of drawdown/utilisation of the Facility. The Bank may, at its discretion, sanction a Facility at a rate expressed to be higher or lower than the rate relevant to the interest rate category and this will be specified in the Facility Letter as appropriate. 9.2 The Bank s interest rate categories are not exhaustive. The Bank may at any time: amend, remove or replace any interest rate category; introduce a new interest rate category or categories; change the method of calculation of interest in respect of any interest rate category; and/or change the interest rate category applicable to a Facility or Facilities. Any such changes and the dates applicable will be notified to the borrower in writing. Variable Rate Facilities 9.3 The Bank s variable debit interest rate categories are, at present, the Ulster Bank AA1 Rate and Cost of Funds Rate respectively. The variable interest rates applicable from time to time shall be published on the Bank s website and in the Bank s branches. 9.4 Variable interest rates are subject to variation at any time whether before or after the Facility is advanced. 9.5 Variations in the rate of interest on a Facility may, at the sole discretion of the Bank, be accommodated by way of: varying the term of the Facility unless the Borrower requests otherwise on or before the final repayment date; or revising the amount of the payments to be made by the Borrower from time to time during the term of the Facility; or adjusting the amount payable on the final repayment date; or such other manner as the Bank may in its absolute discretion decide. 9.6 Where the Cost of Funds Rate is specified in the Facility Letter as applying to a Facility, the following will apply: The Cost of Funds Rate means the rate of interest per annum calculated by the Bank and representing: the costs incurred by the Bank in raising funds from whatever sources it may select in its discretion, and which may include funding provided by, or arranged through, other companies within the group of companies, of which the Bank is a member from time to time; 9

10 the costs of complying with any reserve asset and/or special deposit or liquidity or funding requirements (or other requirements having the same or similar purpose) whether direct or indirect and whether of any Regulatory Authority (whether or not such requirements have the force of law) or otherwise; and any other costs, fees or expenses, whether direct or indirect, which the Bank may incur in its discretion in raising funds. Where a Facility or Facilities are sanctioned by reference to a Cost of Funds Rate, the Bank may agree in its discretion at the request of the Borrower to fix the rate for an Interest Period. For the purpose of the Cost of Funds Rate, Interest Period means a period in respect of which interest on the amount of the Facility outstanding is calculated and charged. Any Interest Period selected may not extend beyond a capital or principal repayment date and shall be a period of one, three or six months duration or such other period as may be agreed by the Bank provided always that no Interest Period shall be for a period longer than twelve months or for a period which would extend beyond the last repayment date of a Facility. 9.7 Where the Bank agrees to fix the rate on a Cost of Funds Rate Facility or Facilities for an Interest Period then: (e) before the beginning of each Interest Period the Borrower shall confirm with the Bank whether such Interest Period shall be of one, three or six months duration, or shall agree another interval with the Bank. If the Borrower fails to select the duration of an Interest Period, the Bank shall select the duration of the Interest Period to apply (if any). In any event, an Interest Period which commences prior to the specified repayment date for an advance, shall end no later than that date, where the advance is equal to or greater than the repayment due on that date. In addition, an Interest Period shall terminate immediately if the Bank declares the Facility to be terminated in accordance with the terms of this Agreement; the rate of interest will be fixed for each Interest Period at the Cost of Funds Rate applicable on the first Business Day of the Interest Period; as the rate applicable to each Interest Period may differ, variation in the rate will be accommodated by the Bank in the manner set out in Section 9.5; the first Interest Period will commence on the date of drawdown and each subsequent Interest Period will commence on the expiry date of the immediately preceding Interest Period; and if an Interest Period should end on a day which is not a Business Day, such Interest Period shall be extended to the next Business Day unless the next Business Day is in the following calendar month in which case the Interest Period shall end on the preceding Business Day. Fixed Rate Facilities 9.8 The Bank may agree at its discretion with the Borrower to fix the interest rate for all or part of the period of a Facility. The fixed interest rate quoted by the Bank is based on the cost to the Bank of fixed rate funds for the relevant fixed rate period plus the Bank s margin. 9.9 A fixed interest rate will be concluded with the Borrower on the telephone. The Borrower and the Bank will be legally bound from the moment the Borrower and the Bank s Financial Markets Division agree a fixed rate by telephone. As soon as practicable thereafter the Bank will send to the Borrower a written confirmation of the fixed rate and other relevant terms in relation thereto (the Confirmation ) which will supplement and form part of the Facility Letter. Conversations between the Borrower and the Bank s Financial Markets Division may be recorded for the purpose of establishing any matters relating to the fixed rate of interest to be applied to the Facility The Bank may, at its discretion, notify the Borrower before the end of the first fixed rate period and any subsequent fixed rate period of the future interest rate and repayment options available to the Borrower. In the event that the Borrower wishes, subject to the Bank s agreement, to fix the interest rate for a further period it must do so on or before the end of the fixed rate period otherwise interest from the relevant interest rate category and at the rate which the Bank deems appropriate will apply. Interbank Rate Facilities 9.11 Where a Facility or Facilities are sanctioned by reference to the Interbank Rate and where otherwise referred to in these General Conditions or the Facility Letter, the following will apply: (i) (ii) (iii) Interbank Rate means a rate of interest equal to the aggregate of: the percentage rate per annum specified in the Facility Letter; and the rate per cent per annum represented by the cost to the Bank (as determined by the Bank) of deposits of comparable amounts and for comparable periods in the euro area interbank market or such other relevant foreign currency market as may be appropriate on the first day of an Interest Period; and the rate of interest per annum determined by the Bank, in its absolute discretion, to compensate it for the costs of complying with any reserve asset and/or special deposit or liquidity or funding requirements (or other requirements having the same or similar purpose) whether direct or indirect and whether of any Regulatory Authority (whether or not such requirements have the force of law) or otherwise and any such other costs (direct or indirect) as the Bank may incur in raising funds in the market. 10

11 For the purpose of the Interbank Rate, Interest Period means a period in respect of which interest on the amount of the Facility outstanding is calculated and charged. Any Interest Period selected may not extend beyond a capital or principal repayment date and, shall be a period of one, three or six months duration or such other period as may be agreed by the Bank provided always that no Interest Period shall be for a period longer than twelve months or for a period which would extend beyond the last repayment date of a Facility Where a Facility or Facilities are sanctioned by reference to the Interbank Rate then: (e) before the beginning of each Interest Period the Borrower shall confirm with the Bank whether such Interest Period shall be of one, three or six months duration, or shall agree another interval with the Bank. If the Borrower fails to select the duration of an Interest Period, the Bank shall select the duration of the Interest Period to apply. In any event, an Interest Period which commences prior to the specified repayment date for an advance shall end no later than that date, where the advance is equal to or greater than the repayment due on that date. In addition, an Interest Period shall terminate immediately if the Bank declares the Facility to be terminated in accordance with the terms of this Agreement; the rate of interest will be fixed for each Interest Period; as the rate applicable to each Interest Period may differ, variation in the rate will be accommodated by the Bank in the manner set out in Section 9.5; the first Interest Period will commence on the date of drawdown and each subsequent Interest Period will commence on the expiry date of the immediately preceding Interest Period; and if an Interest Period should end on a day which is not a Business Day, such Interest Period shall be extended to the next Business Day unless the next Business Day is in the following calendar month in which case the Interest Period shall end on the preceding Business Day. Market Rate Facilities 9.13 Where a Facility or Facilities are sanctioned by reference to a Market Rate, save where otherwise referred to in these General Conditions or the Facility Letter, the following will apply: 1 Month Euribor is the one month Euribor rate displayed at or about 11am on the second last day of each calendar month on which the one month Euribor rate is available on the Reuters Euribor screen designated EURIBOR01 or on the equivalent Telerate service page or such other page as may replace these pages on these services (as converted to a 365 day rate and rounded upwards to the nearest one eighth of one per cent). 3 Month Euribor is the three month Euribor rate displayed at or about 11am on the second last day of each calendar quarter on which the three month Euribor rate is available on the Reuters Euribor screen designated EURIBOR01 or on the equivalent Telerate service page or such other page as may replace these pages on these services (as converted to a 365 day rate and rounded upwards to the nearest one eighth of one per cent). 6 Month Euribor is the six month Euribor rate displayed at or about 11am on the second last day of each calendar half year on which the six month Euribor rate is available on the Reuters Euribor screen designated EURIBOR01 or on the equivalent Telerate service page or such other page as may replace these pages on these services (as converted to a 365 day rate and rounded upwards to the nearest one eighth of one per cent) Where a Facility or Facilities are sanctioned by reference to a Market Rate then: the 1 Month Euribor rate will take effect on the first Business Day of each calendar month and will apply until the first Business Day of the next calendar month; the 3 Month Euribor rate will take effect on the first Business Day of each calendar quarter and will apply until the first Business Day of the next calendar quarter; the 6 month Euribor rate will take effect on the first Business Day of each calendar half year and will apply until the first Business Day of the next calendar half year; as 1, 3 and 6 Month Euribor rates may vary during the term of a Facility, variation in such rate will be accommodated by the Bank in the manner set out in Section 9.5. Calculation and Charging of Interest 9.15 Debit interest on Variable Interest Rate and Market Rate Facilities is calculated on a daily basis using the 365 day count convention and, in the case of Interbank Rate Facilities, is calculated on a daily basis using the 360 day count convention. Where Cost of Funds Rate Facilities are subject to an Interest Period, debit interest is calculated on a daily basis using the 360 day count convention. Debit interest on Fixed Rate Facilities is calculated on a daily basis using the 360 day count convention unless otherwise specified in the Facility Letter. This means that interest is calculated daily on the relevant balance applying the relevant interest rate divided by 360 or 365 as appropriate Interest on Variable Interest Rate Facilities is payable at the Bank s normal interest rests for Variable Rate Facilities presently quarterly (unless otherwise agreed) and in the case of Facilities sanctioned by reference to the Market Rate is payable at the Bank s normal interest rests for Market Rate Facilities presently monthly (unless otherwise agreed). In the case of Interbank Rate Facilities, interest will be payable on the last Business Day of the relevant Interest Period (unless otherwise agreed). Where Cost of Funds Rate Facilities are subject to an Interest Period, interest will be payable on the last Business Day of the relevant Interest Period (unless otherwise agreed). Interest on Facilities expressed to have a fixed rate of interest shall be as agreed at the time that the interest rate is fixed. 11

12 9.17 All interest charged by the Bank is compound interest. This means that unpaid interest will bear interest until it is paid Demand or Committed Loan Facilities: Interest accrues on the balance outstanding each day on the relevant loan account(s) at the rate specified in the Facility Letter Overdraft Facilities: Overdraft interest will accrue on the daily debit balance on each Facility Account at the rate specified in the Facility Letter. Where the Facility Letter provides for set-off for interest purposes, overdraft interest will accrue on the daily net aggregate debit balance on the Facility Accounts or such other accounts as are specified in the Facility Letter at the rate specified in the Facility Letter. Set-off Interest 9.20 Set-off interest will be payable in circumstances where the Bank has agreed to set-off the credit and debit balances on agreed Facility Accounts or other specified accounts for interest purposes. Set-off interest will be charged at a minimum of 1% per annum (but this may change) on that portion of the aggregate debit balances on the Facility Accounts or other specified accounts covered by the aggregate credit balances on the Facility Accounts or other specified accounts. Set-off interest is in addition to the interest applicable to the Facility. Any changes in the rate of set-off interest and the dates applicable will be notified to the Borrower in writing by 30 days written notice. Surcharge Interest on Overdraft and Group Overdraft Facilities 9.21 Surcharge interest, in addition to the interest applicable to the Facility, will be charged where: the cleared debit balance (or the cleared net aggregate debit balance) on any Facility Account(s) exceeds the relevant limit or an account is overdrawn without a sanctioned limit ( excess balances ); and any residual debit balance exists on the Facility Account(s) where the Facility is expired and not renewed by the Bank and/or the Facility is not repaid in full after the Bank has demanded payment ( residual balances ). Surcharge interest will apply to excess balances and residual balances for the duration thereof at a rate of 9% per annum (subject to a minimum of 1.27 per month). Surcharge interest will be charged to a Borrower s accounts in the same manner as other interest charges The surcharge rate of interest is subject to change from time to time. Any changes to the surcharge rate of interest and the dates applicable will be notified to the Borrower by 30 days written notice. Details of the surcharge interest rate current from time to time (including the minimum amount per month) are available at all times on request to the Bank. 10. FEES, CHARGES AND INDEMNITIES Account Fees and Charges 10.1 Foreign transaction and documentary credit charges and standard transaction, account maintenance and other fees and charges in relation to Facilities and the operation of accounts (with the exception of the Business Service Account) will be charged in accordance with the Bank s standard rates applicable from time to time or as agreed. Details of the Bank s current standard fees and charges are available at all times on request to the Bank and are displayed in all branches of the Bank. In addition, all applicable account fees and charges will be contained in each pre-notification of interest and charges statement which will be sent to the Borrower quarterly The Bank s fees and charges for non-standard services on accounts will be advised by the Bank to the Borrower at the time of the request for the relevant service All such fees and charges will unless otherwise agreed be charged quarterly to the Borrower s nominated account or such other account as is agreed. Commitment Fee 10.4 In the case of a committed Facility, the Bank may require the Borrower to pay to the Bank a commitment fee which will be calculated at a percentage rate per annum (as specified in the Facility Letter) on that part of a Facility which remains undrawn from time to time. Arrangement Fee 10.5 In the case of any new Facility, the Bank may require the Borrower to pay to the Bank an arrangement fee. The amount and time of payment of such arrangement fee will be specified in the Facility Letter. Facility Letter and Security Fees and Charges 10.6 The Borrower will be responsible, and shall reimburse the Bank on demand, for all fees, costs and expenses (including, without limitation, banking, valuation and legal fees) together with stamp duty, registration fees, VAT and other duties, or general out of pocket expenses, incurred in connection with the provision or continuation of the Facilities, the drafting of any Facility Letter, the Security Documents and all other documentation, and the enforcement or preservation by the Bank of its rights under this Agreement or any Security Document or the release of any Security held by the Bank or the appointment of a valuer or the performance by the valuer of its duties. 12

13 Increased Costs for the Bank 10.7 The Borrower shall pay to the Bank within three days of demand a charge representing the amount certified by the Bank as sufficient to compensate the Bank, if as a result of any change in the law or its interpretation or administration, or compliance with any requirement of any Regulatory Authority, the cost to the Bank of making a Facility available is increased (including any tax other than a tax imposed on the Bank s overall net income) or the Bank s expected rate of return under a Facility is reduced. Broken Funding Costs for Interbank Rate, Market Rate and Fixed Rate Facilities 10.8 On any prepayment, conversion (in either case, other than as stated in Section 4.7 to of these General Conditions), or any repayment or prepayment as a result of the cancellation and termination of the Facility (whether or not as a result of a demand), the Borrower shall pay to the Bank within 3 days of demand a sum of money representing the amount calculated by the Bank as being required to compensate the Bank for any loss which the Bank shall sustain or incur as a consequence of such prepayment, conversion or early repayment including, without limitation, all interest, fees and other sums whatsoever paid or payable on any account on all funds borrowed and any loss, premium, penalty, or expenses which may be incurred in liquidating or deploying deposits from third parties acquired to make, maintain or fund the drawing or any part thereof or terminating any arrangements entered into by the Bank in connection with the Facilities and any other break funding costs (collectively, Broken Funding Costs ) In the case of a Facility subject to a fixed rate of interest, if a fixed rate of interest is agreed in advance of drawdown and the Facility is not thereafter drawn for whatever reason, the Bank may incur a loss as a consequence of the Facility being formally booked by the Bank s Financial Markets Division. In this circumstance, the Borrower shall pay to the Bank within three days of a demand a charge representing the amount certified by the Bank as sufficient to compensate the Bank for any such loss which the Bank shall sustain or incur. Indemnities The Borrower indemnifies and agrees to keep indemnified the Bank against all claims, demands, liabilities, losses, costs (including legal fees on a full indemnity basis), actions, proceedings, charges and expenses arising which the Bank may incur or suffer by reason of: (e) the Bank acting on any instructions received by telephone, facsimile, via the internet, electronic mail or any electronic system or communications network used by the Bank from time to time (see Sections to (Instructions and Related Indemnities) of these General Conditions); any breach of any covenant, representation or warranty by the Borrower or any default by the Borrower in the performance of any of the obligations expressed to be assumed by it in any Finance Document; any failure by the Borrower to drawdown all or any part of the Facilities after serving a notice of drawdown or otherwise indicating an intention to draw down or any loss which the Bank may suffer as a result of funding a drawing requested by the Borrower but not made by reason of the operation of one of the provisions of this Agreement; Broken Funding Costs; any change in the law or its interpretation or administration or compliance with any requirements of any Regulatory Authority; and the Borrower shall pay all such liabilities, losses, damages, costs, expenses, interest, fees, premiums, penalties and other sums forthwith on demand being made therefor by the Bank and the Bank is hereby authorised to debit any account in the name of the Borrower with any sums payable by the Borrower hereunder. 11. GENERAL Application 11.1 The terms and conditions set out in this Section apply to all Facilities. Acceptance 11.2 If the Borrower draws down or avails of a Facility in whole or in part this will constitute acceptance (without amendment) of the terms and conditions of the Facility. Cancellation 11.3 The Bank may cancel a Facility before it is drawn down or availed of if there occurs a material change relevant to the Borrower or relevant to the Facility which is, in the opinion of the Bank, prejudicial to the Bank s interests. Payments 11.4 All payments to be made by the Borrower under this Agreement shall be made to the Bank on the due date and if any payment should become due on a day which is not a Business Day the due date for such payment shall be extended to the next Business Day. 13

14 11.5 The Borrower is required to maintain a current account (a servicing account) with the Bank to complete such payment instructions deemed necessary to facilitate payments required under this Agreement. a) If the Borrower already operates a current account with the Bank in the same name as the Loan, this account can be used as a servicing account to facilitate payments required under this Agreement. The Borrower will not incur any additional charges for using this current account as a servicing account; existing charges may still be applied as set out in the "A Guide to Business Current Account Fees" brochure. b) If the Borrower does not already operate a current account with the Bank in the same name as the Loan, a servicing account must be opened to facilitate payments required under this Agreement; this will be called a Business Service Account. The Borrower is not required to use the Business Service Account for purposes other than facilitating repayments to the Loan, and will incur no charges on a Business Service Account unless extra services on this account are requested (which are set out in the "A Guide to Business Current Account Fees" brochure). The Terms and Conditions of the Business Service Account are detailed in the booklet Business Banking Terms and Conditions All sums payable by the Borrower under this Agreement (whether of principal, interest or otherwise) will be paid in the currency in which they are outstanding in full without any deduction, set off, counterclaim or withholding whatsoever. If the Borrower is required by law to make any deduction or withholding from any payment to the Bank then: the Borrower will ensure that such deduction or withholding will not exceed the minimum legal liability therefor; and the Borrower will pay to the Bank such additional amounts as will result in the receipt (free from any liability in respect of any such deduction or withholding) by the Bank of a net amount equal to the amount it would have received had no such deduction or withholding been required to be made The Bank reserves the right to reverse any entry on a Borrower s account if any item credited to the account is not paid or if a payment credited to the account is subsequently recalled. Joint and Several Liability 11.8 Where the Borrower includes more than one person, the liability of such persons for the repayment of the Facilities and for the performance of each Partner s obligations under the Facility Letter shall be joint and several. Representations and Warranties 11.9 Each Partner represents and warrants as follows: (e) (f) (g) (h) (i) (j) Status: The Partnership is duly constituted and validly existing and has the power to own its property and assets and to carry on the business of the Partnership as presently conducted. Power and Authority: The Borrower has the power to perform its obligations under the Finance Documents and all necessary action has been taken to authorise the creation, delivery and performance of the Finance Documents and the entering into of the Finance Documents will not constitute a breach of any restrictions contained in the Partnership Agreement. Capacity: The Partner is not bankrupt, of unsound mind or incapable of managing his/her own affairs. Legal Validity: The Finance Documents constitute legal, valid and binding obligations on the Partner and the Borrower. Non-Conflict: The entry into and performance of the terms and conditions of the Finance Documents do not and shall not contravene or conflict any law, statute, regulation or other instrument binding on such Partner or any of his/her assets or the Partnership or any of its assets, or any agreement or document to which such Partner or the Borrower is a party or which is binding on such Partner or the Borrower or any of his/her/its assets. Breach of Other Agreements: Neither the Partner nor the Borrower is in breach of or in default under any agreement or document to which he/she or the Borrower is a party or by which he/she or the Borrower or any part of his/her assets or the Partnership s assets may be bound which could have a material adverse effect on the Partner s or on the Borrower s ability to perform fully his/her/its obligations under the Finance Documents. Litigation: No litigation, arbitration or other proceeding is taking place (including without limitation any action under any environmental law or regulation), pending, threatened against him/her or the Partnership s assets or any part of his/her or the Partnership s assets or revenues which could have a material adverse effect on his/her ability to perform fully his/her/its obligations under the Finance Documents. Bankruptcy Proceedings: The Partner has not taken any action nor have any other steps been taken or legal proceedings been started to have the Partner declared bankrupt or for the appointment of an official assignee or trustee in bankruptcy or similar officer of any or all of the Partner s assets or revenues or those of the Partnership. Authorisations & Compliance The Borrower (i) is in compliance with all applicable laws, regulations and practices (including environmental laws, regulations and practices) in connection with the Partnership s business, (ii) holds and is in compliance with all necessary licences, permits, consents or other authorisations essential for the conduct of the Partnership s business; and (iii) has not previously conducted nor is currently conducting business of the Partnership in any manner which could form the basis of any material environmental claim against him/her. No Default: No Event of Default has occurred. 14

15 (k) (l) Disclosure: All written information furnished by the Borrower to the Bank in connection with the Facility is true, complete and accurate in all material respects as of the date it was provided and the Borrower has made full disclosure in writing to the Bank prior to the date of the Facility Letter of all facts in relation to the Partnership s business and assets to enable the Bank to obtain a true and correct view of the financial condition, business and assets of the Partnership. Consumer Credit Act: None of the provisions of the Consumer Credit Act, 1995 apply to the Facility as the Facility is not being advanced for a purpose outside of such Partner s trade, business or profession and such Partner is not, therefore, a consumer within the meaning of the Consumer Credit Act, 1995; and none of the provisions of the European Communities (Unfair Terms in Consumer Contracts) Regulations, 1995 (the Regulations ) apply to the Facility as such Partner is not acting for purposes which are outside such Partner s business and such Partner is not therefore a consumer within the meaning of the Regulations, and such Partner has been advised to take and has been given due opportunity to take separate independent legal advice on the effect of this representation and warranty and has taken such legal advice. These representations and warranties shall survive the signing of this Agreement and shall be deemed repeated on the date of request for drawdown, on the commencement of each Interest Period and on each occasion on which an amount is paid or payable in respect of any Finance Document. Security Where a Facility is stated in the Facility Letter to be subject to the provision of Security, the Facility will be subject to such Security being executed and delivered to the Bank to the Bank s satisfaction before the Facility is drawn down or availed of in whole or in part. Any waiver by the Bank of the terms of this Section will be without prejudice to the Bank s rights to require subsequently the provision of such Security or to take any action as a result of the non provision of such Security Save as the Facility Letter may otherwise provide, the Security will extend to cover all the present and future obligations of the Borrower to the Bank whether in the Borrower s name or jointly with others, whether as principal or surety and whether actual or contingent Security over lands and/or buildings will be accompanied by the Borrower s solicitor s report and certificate of good marketable title completed, unamended, in the Bank s standard form or, alternatively, in the form made available by the Bank s solicitors. The Bank may, at its discretion, require the carrying out of a full investigation of title by its own solicitors If the Bank, at its discretion and at any time, determines that there is a significant drop in the value of the Security, the Bank may at its discretion request the Borrower to take such steps as it deems necessary to provide the Bank with additional or replacement security. If such additional or replacement security is not provided to the satisfaction of the Bank it shall constitute an Event of Default under this Agreement If property held or offered as Security is leased or rented or is to be leased or rented, the Bank must be advised and its permission sought before any lease, licence or letting agreement (of whatsoever nature) is put in place If property held or offered as security includes buildings: the Borrower must take out and maintain for the period of the Facility index linked insurance cover, in a manner consistent with prudent business practice and otherwise as the Bank may require, on the property for fire and other usual risks (to include civil commotion, explosion, aircraft, flood, storm, tempest, lightning, burst pipes, electrical faults and such other risks as the Bank may consider necessary) for its full reinstatement cost (together with additional amounts sufficient to cover professional fees, business interruption, loss of rent and the costs of demolition, site clearance and shoring up) with an insurance company acceptable to the Bank; before the Facility is drawn down or availed of, and on request at any time during the period of the Facility, the Borrower must produce to the Bank evidence that the insurance cover exists; the Borrower must complete all necessary documentation to enable the Bank to have its interest in the property noted by the insurance company on the policy as sole loss payee (unless otherwise agreed by the Bank); if the Borrower does not satisfy these insurance requirements the Bank may (but without obligation) pay any premium or effect such insurance at the cost of the Borrower and may debit such cost to any account of the Borrower and the Bank will have no liability to the Borrower if the insurance company does not pay or if the property is not insured or is not properly insured for any reason at any time. Valuations Where the Facility Letter requires any of the assets secured by the Security to be valued, the relevant Facility may not be availed of until the Bank receives the valuation. Each such valuation must be carried out by a professional valuer acceptable to the Bank and on assumptions acceptable to the Bank. Any such valuation is a report to the Bank on the market value of the relevant secured assets and serves no purposes for the Bank other than to advise the Bank of such value The Bank shall not incur any liability as to the contents of the valuation. 15

16 11.18 The Bank may call for further valuations, at the Borrower s expense, of any secured assets at any time during the currency of the Facility or Facilities if it is considered in the opinion of the Bank that the value of any secured assets so held and discounted as appropriate may have declined to such an extent that the relevant Facility or Facilities may not be fully secured. Conditions Precedent The Bank shall not be obliged to provide the Facility unless the following conditions (in addition to any conditions specified in the Facility Letter) are satisfied on any date on which the Facility is to be drawn: (e) (f) (g) (h) (i) (j) (k) (l) the requirements of the Criminal Justice Act 1994 and any regulations issued pursuant thereto (as the same may be amended, varied or supplemented from time to time) and any guidelines or practice notes issued (whether by the Bank or otherwise) in respect thereof have been satisfied; the Bank has received the duplicate of the Facility Letter duly signed by each Partner or on their behalf by their duly authorised attorney; the Security and any other Finance Document is completed to the satisfaction of the Bank and delivered to the Bank; the availability as security for the Facility of any existing security is confirmed to the satisfaction of the Bank; the Representations and Warranties (Section 11.9) are true with respect to the facts and circumstances then existing; in the case of a committed Facility, the Bank is satisfied that no Event of Default (or event which may result in an Event of Default) has occurred or may occur as a consequence of the Facility being drawn; evidence that the insurance requirements of the Bank have been satisfied; searches in all appropriate registries or public offices against the Borrower and each Guarantor (as appropriate); payment of all fees payable under this Agreement; delivery of such financial information as the Bank may require in respect of the Borrower and each Guarantor (as appropriate); delivery of completed account opening forms and bank mandates (and any related documentation required to be executed by the Bank in connection with the opening of accounts) in respect of the Borrower; the Bank has received a certified copy of the Partnership Agreement; and (m) where applicable, the Bank has received a certified copy of any power of attorney pursuant to which the Facility Letter and/or any Security Document was executed. If the Bank agrees that a drawing may be made notwithstanding that all of the Conditions Precedent have not been satisfied, the obligation to satisfy the relevant Condition(s) Precedent shall continue unless the Bank has waived the requirement. Certificate of Bank Officer Any certificate issued by any officer of the Bank as to any amount payable in respect of a Facility (whether principal, interest or otherwise), will be final and binding on the Borrower save in the case of manifest error. Breach and Variation No failure on the part of the Bank to exercise nor any delay in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Bank of any right or remedy preclude any further exercise thereof, or the exercise of any other right or remedy. The rights and remedies provided for in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. Currency Indemnity If any sum due from the Borrower under this Agreement or under any order or judgement given or made in relation thereto has to be converted from the currency ( the first currency ) in which it is payable under this Agreement or under such order or judgement into another currency ( the second currency ) for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order or judgement in any court or other tribunal or (iii) enforcing any order or judgement given or made in relation to this Agreement, the Borrower shall indemnify and hold harmless the Bank from and against any loss suffered as a result of any difference between the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and the rate of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction in whole or in part, of any such order, judgement, claim or proof Any amount due from the Borrower under these provisions shall be due as a separate debt and shall not be affected by judgement being obtained for any other sums due under this Agreement but it shall be secured, and the Bank shall have all rights in relation to it, as if it formed part of the Facilities. The term rate of exchange includes any premium or costs of exchange in connection with the purchase of the first currency with the second currency. 16

17 Instructions and Related Indemnities The Borrower authorises the Bank to act on the instructions of the Borrower in accordance with the mandate provided to the Bank. Any transactions so done and instructions so communicated shall be unconditionally binding on the Borrower The Bank is authorised but is not obliged to rely upon and to act in accordance with any instructions communicated to the Bank which may from time to time be or purport to be given by telephone, facsimile, electronic mail or any electronic system or communications network used by the Bank from time to time by the Borrower. The Bank shall not be obliged to enquire as to the authority or identity of the person making or purporting to make such communication but may, at its discretion from time to time make such enquiries as it deems appropriate The Borrower shall be bound by the terms of any instruction made by telephone, facsimile, electronic mail or any electronic system or communications network used by the Bank from time to time and no written confirmation shall be required before or after the Bank shall act on such instructions. The Bank may provide the Borrower with written confirmation of a transaction but any such confirmation shall not in itself constitute a contract and shall be subject to the exclusion of any errors or omissions The Bank assumes no liability or responsibility for consequences arising out of the interruption of, delay and/or loss in transit of any messages, letters or documents or for any delay, mutilation or other errors arising in transmission or any instructions sent by telephone, facsimile, electronic mail and/or any electronic system and/or communications network used by the Bank from time to time or for errors in the translation of and/or interpretation of technical terms and the Bank assumes no liability or responsibility for consequences arising out of the interpretation of instructions In consideration of the Bank acting in accordance with the terms of these provisions, the Borrower undertakes to indemnify the Bank and to keep the Bank indemnified (on a full indemnity basis) against all losses, claims, actions proceedings, demands, damages, costs and expenses ( Claims ) incurred or sustained by the Bank of whatever nature and howsoever arising out of or in connection with such instructions provided the Bank acts in good faith. Set-Off In addition to any other remedy that the Bank may have, and, without prior notice to the Borrower, the Bank may, but shall not be obliged to, set off any payment obligation owing by the Borrower to the Bank against any payment obligation owing by the Bank to the Borrower, regardless of the place of payment or currency of each obligation. For such purpose the Bank may make any currency conversion necessary at its then prevailing spot selling rate. References to payment obligation include actual or contingent, matured or unmatured obligations owed alone or jointly. If any obligation is unliquidated or unascertained, the Bank may set off any amount estimated by it in good faith to be the amount of that obligation. Exchange Loss The Borrower shall assume any currency exchange costs or losses incurred by the Bank arising if as a result of movements in exchange rates the euro equivalent of the principal amount outstanding under a Facility should at any time exceed the amount available for drawing under such Facility. The Bank may demand immediate repayment of the amount of any such excess as calculated by the Bank. No Assignment by Borrower The Borrower shall not assign or transfer his/her benefits or obligations under this Agreement or in respect of any Facility without the prior written consent of the Bank. Assignment by Bank The Bank shall have the right to assign, transfer or sub participate the benefits and/or obligations of all or any part of any Facility to another entity without the prior consent of the Borrower and the Bank may disclose to a prospective assignee or to any other person who may propose entering into contractual relations with the Bank in relation to this Agreement such information about the Borrower as the Bank shall consider appropriate. Disclosure In order to process the Borrower s application or to administer the Facilities or in connection with any transfer or assignment of the Facilities or of the Bank s rights, title or interest in or to, or obligations under any Finance Document or for any other purposes, the Borrower hereby authorises the Bank to disclose to any assignee, transferee or participant or any other party, any personal data and information held by the Bank in relation to the Borrower, its accounts, its financial condition, operation or assets or any information in relation to its accounts or otherwise as the Bank may consider appropriate and the Borrower hereby consents to any such disclosure which shall include a consent to the disclosure and further processing of any such personal data and information by any disclosee The Borrower hereby consents to the disclosure of any personal data relating to the Borrower to any credit bureau, any third party providing credit reference services or any financial institution or to any organisation engaged in fraud prevention and the further processing of such data by such institutions. Severability If at any time any one or more of the terms and conditions of this Agreement either becomes invalid, illegal or unenforceable in any respect under any law, the legality, validity or enforceability of the remaining provisions will not in any way be affected or impaired thereby. 17

18 Notice Any notice, request or demand (a communication ) arising under this Agreement or any other Finance Document or any other related document or agreement may be delivered as follows: by hand or by ordinary prepaid post to the Borrower or the Bank at their respective addresses set out in the Facility Letter or to such other address as may be notified by the Borrower or the Bank to the other; by fax to a fax number provided for that purpose by the Borrower to the Bank or by the Bank to the Borrower; or by to an address provided for that purpose by the Borrower to the Bank or by the Bank to the Borrower. Any communication from the Bank to the Borrower will be deemed to have been validly given or made (i) when delivered by hand or (ii) twenty four hours after dispatch by ordinary prepaid post, or (iii) at the time of despatch by fax or provided that any does not bounce back. Any communication delivered to the Bank under this Agreement shall be effective only when received by the Bank and only if the communication is marked for the attention of such department or officer as the Bank shall specify for that purpose. Counterparts The Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. Illegality If in the opinion of the Bank any change shall take place in any applicable law or regulation or in the interpretation thereof so that it shall be unlawful or impossible for the Bank to maintain or give effect to its obligations as contemplated in this Agreement, the Bank shall be at liberty to give notice of that fact to the Borrower and may by the same or a subsequent notice declare the Facilities (or any part thereof) immediately due and payable/ expired and whereupon the same shall become so payable together with accrued interest and any other sums then outstanding hereunder. Force Majeure The Bank will not be liable for any failure to perform any of its obligations under this Agreement arising directly or indirectly from the action or inaction of any governmental or local or other authority or utility provider or any strike, boycott, blockage, act of God or civil disturbance or other events it cannot control. Governing Law and Jurisdiction This Agreement will be governed and construed in accordance with the laws of Ireland The Borrower irrevocably agrees for the benefit of the Bank that the courts of Ireland shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts The Borrower hereby irrevocably waives any objection which the Borrower might now or hereafter have to the courts referred to Section above being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. Changes to these General Conditions The Bank may vary these General Conditions from time to time and the Bank will write to the Borrower to give the Borrower 30 days notice of any changes except where changes are to your advantage in which case we may make the change immediately then write to you within 30 days to tell you about the change These General Conditions may be amended, replaced and/or supplemented from time to time by the Bank in the following circumstances: to comply with any changes in applicable law, or with the requirements or recommendations of any Regulatory Authority, or with the decision of a court of law or an ombudsman; to reflect any changes in banking practice; to reflect any enhancements made to the Bank s computer systems; or for any other valid reason. 18

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20 To find out more: Call into your local branch ulsterbank.ie Braille, large print and audio This brochure is also available in Braille, large print, audio or on disk. Please contact your local branch for details or Textphone Ulster Bank Ireland Limited. A private company limited by shares, trading as Ulster Bank, Ulster Bank Group and Banc Uladh. Registered in Republic of Ireland. Registered No Registered Office: Ulster Bank Group Centre, George s Quay, Dublin 2. Member of The Royal Bank of Scotland Group. Ulster Bank Ireland Limited is regulated by the Central Bank of Ireland. Calls may be recorded. ULST1891RI September 2014