Welcome to Lend & Borrow Trust Company. It is important that you read this Customer Agreement carefully. Capitalised terms used herein are defined in clause 26. LBT’s online peer-to-peer secured lending platform is located at: www.lendborrowtrust.com.

Anyone who wants to access the Website to lend or borrow or to use the other features provided must accept the terms and conditions of this Customer Agreement without change. BY CONFIRMING YOUR ACCEPTANCE WHEN REQUESTED DURING THE REGISTRATION PROCESS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS CUSTOMER AGREEMENT. In particular, you acknowledge that you have read and understood the clauses in this Customer Agreement relating to: LBT's disclaimer of warranties; limitation of liability; protection and use of your personal data; and the manner in which LBT may make changes to this Customer Agreement.

It is important that you understand that peer-to-peer lending is not covered by the Financial Services Compensation Scheme (FSCS). Therefore your money may be at risk if a Borrower fails to repay a Loan that you have made and the realisable value of the Precious Metal pledged to secure the Loan is not sufficient to repay the Borrower’s obligations. The Borrower may lose all or a substantial portion of the Pledged Metal if the Borrower fails to fulfil the conditions upon which the Loan was granted. LBT recommends that you seek independent financial and tax advice from an experienced professional when considering whether to lend your funds or borrow money through the facilities provided by LBT. By agreeing to these terms and conditions and/or by continued use of the Website, you are bound by the entirety of this Customer Agreement and any other document that is incorporated by reference into this Customer Agreement. If there is any inconsistency between the terms of this Customer Agreement and any document incorporated by reference, the terms of this Customer Agreement will prevail.

LBT may make changes to this Customer Agreement from time to time and will take steps to bring any such changes to your attention (such as by placing a notice of the change on a prominent position on the Website, together with the changed terms). Save for any changes made pursuant to clause 8.2 which may, if LBT so requires, be effective immediately, any change to this Customer Agreement will be effective following 30 calendar days of the change being published on the Website, except for changes to this Customer Agreement required by law or relating to the additions of new Services, extra functionality to the existing Services, a reduction in the cost of the Services or any other change which neither reduces your rights nor increases your responsibilities, in which event the change may be made without prior notice to you and shall be effective immediately. It is your responsibility to check this Customer Agreement from time to time to ensure that you agree with its terms, and your continued use of services provided by LBT after any change to this Customer Agreement will be deemed to be your acceptance of the change. If LBT makes a change to this Customer Agreement, requiring 30 calendar days notice between the time you make an offer to lend or borrow and the time that offer is accepted, the offer and any loan made further to it will be subject to this Customer Agreement as they were before LBT made that change.

General

Use of services provided by LBT including the Website and participation in the Marketplace is limited to parties that can lawfully enter into and form contracts under the laws of England (for example, persons under the age of 18 are not permitted to use the Marketplace).

Only persons who confirm their acceptance of this Customer Agreement may use services provided by LBT and participate in lending or borrowing through the Marketplace.

You must provide LBT with true and accurate information when registering and must maintain and update that information as applicable by existing laws and regulations. You must not impersonate any person or use a name you are not legally authorised to use. You authorise LBT to use any information provided to LBT in registering to verify your information (including any updated information), to obtain credit reports about you from time to time while you are registered, and to obtain at the time of registration from your bank, confirmation of your account with it. Your application for registration must be acceptable to LBT in its own absolute discretion.

LBT reserves the right to reject any registration and to refuse service to anyone for any reason, in its sole and absolute discretion.

If you provide false or incorrect registration information or do not notify LBT of changes to your registration information, LBT reserves the right to terminate your Account immediately and without notice to you. If you have received a Loan that is outstanding at that time, LBT may sell your pledged Precious Metal to repay that Loan and all outstanding fees and charges.

Your Account is not transferable.

To be eligible to become a Customer, you represent and warrant the following to LBT:

You are (1) a legal entity duly registered with an appropriate authority in the jurisdiction in which you are located; or (2) an individual aged 18 years or over and capable of taking responsibility for your own actions and entering into and forming contracts under the laws of England.

You have a bank account in your own name.

The statements made by you in LBT’s customer application and approval process are true, accurate and correct.

You can enter into a legally binding agreement with LBT if you are the person whose details you have provided in connection with your Account and will not allow any other person to trade on your Account.

You understand that by lending and/or borrowing through facilities provided by LBT, including those provided via the Marketplace, you may lose money and accept that you are fully responsible for any such loss.

When you pay money into the Client Money Account or the Customer Funds Account, you are authorised to do so. You will make such payments in good faith and will not attempt to reverse a payment made into the Client Money Account or the Customer Funds Account, or take any action which will cause such a payment to be reversed by a third party.

You undertake to use the Marketplace only for purposes as envisaged by this Customer Agreement.

You have read, understand and agree to the Marketplace Terms.

Lenders

To lend you must have first transferred from your Nominated Bank Account into the Client Money Account or if directed to do so by LBT, to the Customer Funds Account, an amount not less than the minimum described in the Marketplace Terms or as otherwise notified to you by LBT.

Borrowers

In addition to the provisions set out in clause 2.1, you may only become a Borrower if:

you are the legal and beneficial owner of Precious Metal in quantities that enable you to enter into a Loan ensuring that the amount that you Borrow pursuant to a Loan(s) does not exceed the Agreed LTV based on the value of your Precious Metal pledged to secure such Loan(s);

your Precious Metal meets or exceeds the Chain of Integrity Standard; and

you have transferred physical storage of your Precious Metal to the LBT Customer Metal Account with an Approved Vault.

If a Borrower is a business, it must:

be constituted as a legal entity or a partnership with at least 4 partners; and

hereby warrant and confirm that the business does not contravene the law, or the accepted standards of moral or ethical behaviour, in the United Kingdom.

If the Borrower is a natural person, you must:

be aged 18 years or over;

confirm that the Loan is not wholly or predominantly for the purposes of a business carried on, or intended to be carried on, by you;

be a High Net Worth Individual, as defined in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001);

provide a statement for the purposes of articles 60H(1)(d) and 60Q(c) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 which has been certified by an acceptable professional accountant confirming your status as a High Net Worth Individual; and

provide a declaration for the purposes of articles 60H(1)(c) and 60Q(b) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 which confirms that you understand that you will not have the benefit of the protection and remedies that would be available under the Financial Services and Markets Act 2000 or under the Consumer Credit Act 1974 if the Loan Agreement were a regulated agreement under those Acts.

Before you are able to start lending or borrowing through facilities provided by LBT, including the Marketplace, you must first apply to LBT to create and verify your Account.

To verify your Account, you agree to provide accurate registration information and identification documents, including your correct name, date of birth, email address and current address and any other information that LBT may reasonably request to fulfil regulatory requirements. You agree to inform LBT promptly of any changes in such information.

You agree to provide LBT with the sort code and account number of the bank account in the United Kingdom that you wish to use to pay British pounds to, and receive British pounds from, LBT (your 'Nominated Bank Account'), and the account number and any other relevant information that LBT may request of the bank account not in the United Kingdom that you wish to use to pay to, and receive from, LBT other currencies acceptable to LBT. You may have one Nominated Bank Account for each currency.

You authorise LBT, at any time, to use any means that LBT considers necessary to verify your identity with any third party providers of information, and you agree that LBT may choose to outsource the verification process.

Upon completion of verification of your identity, LBT:

confirms that your Account is open; and

informs you of the Account Number that LBT uses in all correspondence with you.

You agree to keep your password and Account Number strictly confidential. You will protect your password and Account Number in the same way as you would details of your bank account or your bank cards, and any failure to do so shall be at your sole risk and expense. You agree to provide your Account Number only to LBT when requested. You should change your password on a regular basis.

LBT is entitled to assume that all correspondence, orders, transfers and instructions made by reference to your password or Account Number are made by you. You agree to inform LBT at once by email and by telephone if you believe that any of your Account information is being misused so that LBT may suspend your Account.

Part of the Services that LBT offers includes the provision by LBT of an administrative role to bring together prospective Borrowers and Lenders. In relation to each Loan, LBT acts as the agent of the Lender in making funding available to a Borrower. LBT co-ordinates the advance, including the monitoring of the legal documentation relating to the Loans. LBT administers the collection of Loan participations from Lenders and administers the advance of Loan monies to Borrowers. LBT monitors the payment by Borrowers of interest, principal and fees and allocates Borrower payments to the relevant Lender Account(s). LBT operates the Client Money Account, Customer Funds Account and the Customer Metal Account.

By entering into this Customer Agreement, you agree:

to the appointment of LBT as agent for you (in your capacity as a Lender at any time) in relation to all Loans; and

to the appointment of LBT to act as controller of Precious Metal that you have transferred to the Customer Metal Account.

Subject to clause 9 below and in addition to the authorisations granted to LBT under the LBT Standard Loan Terms and Conditions, each Customer hereby permits LBT to undertake the following administrative tasks in connection with each Loan:

discussing performance issues with the Borrower;

issuing notifications and demands; and

amending the terms of the Loan Agreement or the Security Documents provided that such amendments do not affect the interest rate payable, the term of the Loan, the principal repayment schedule or the nature of the security.

LBT provides a venue for Lenders and Borrowers to negotiate and complete transactions on an anonymised basis in accordance with the provisions of this Customer Agreement.

LBT is not obliged to mediate between Borrowers and Lenders. Borrowers and Lenders use the services provided by LBT including the Website and the Marketplace at their own risk.

Loan and Security Documents

In order to effect a Loan transaction:

LBT (as agent for the Lender) and the Borrower must enter into a Loan Agreement; and

the Borrower must enter into a Security Document with LBT (as agent for the Lender).

Each Lender and Borrower must at all times comply with the terms of the Loan Agreement and the Security Document.

Documentation for each Loan is in the form of LBT’s Standard Loan Terms and Conditions that are provided on the Website. The documentation incorporates the key loan particulars agreed between Lenders and Borrowers regardless whether the Loan results from an Auction on the Marketplace or by any other means agreed to by LBT.

If participating in the Marketplace, LBT provides each Customer participating in an Auction with the updated details of that auction as they become available.

LBT will prepare the Loan Agreement and Security Document for each Loan. These will be made available to the Borrower of each Loan.

Before any money is advanced to a Borrower pursuant to a Loan, the Borrower must comply with the conditions precedent contained in the Loan Agreement.

Administration by LBT

LBT shall be entitled to rely on any instruction, notice or document that it believes to be genuine given to it by any Customer or any person on that Customer’s behalf.

LBT shall be entitled to engage, pay for and rely on the advice or services of any lawyers, accountants, valuers, surveyors or other experts in relation to any Loan or any Security Document. Any fees payable in relation to any such advice or services shall be for the account of the Borrower and are deducted from any advance due to the Borrower pursuant to a Loan.

LBT may discharge its obligations under this Customer Agreement through its personnel and/or agents.

LBT provides regular information to Lenders and Borrowers on the status of any Loans, including amounts outstanding, principal and interest. LBT is not liable for any delay (or any related consequences) in crediting a Lender’s Account with an amount received under a Loan Agreement.

Subject to clause 9 below, LBT shall have discretion in the exercise of any authority vested in it as agent in accordance with the terms of the Loan Agreement and the Security Document.

Repayments

The individual Loan Agreements govern the payment of interest and principal by the Borrower.

Under no circumstances shall any interest accrue or be payable to any Lender until a Loan has been advanced to the Borrower.

All interest and principal repayments must be paid by the Borrower to the Client Money Account if the Loan was facilitated through the Marketplace, otherwise to the Customer Funds Account.

So far as permitted by HM Revenue & Customs, all interest received on a Loan is credited to the Lender’s Account without deducting income tax or corporation tax. It is the responsibility of each Customer to account for any income or corporation tax that may be payable by it. On request by a Customer, LBT will issue a report stating the amount of interest earned by the Customer during a previous financial year. LBT shall be entitled to provide to HM Revenue & Customs any and all information relating to payments made to Customers at the request of HM Revenue & Customs.

LBT is entitled to deduct or withhold from any amounts due to a Lender such sums as it may be required by law to deduct or withhold.

You are able to view the status of your Account online via the Website. In respect of any matter concerning your Account, you may choose to contact LBT securely through your Account. You agree to receive communications from us in the same way or to the email address provided by you.

Every Account records the Precious Metal and Currencies you own. The exchange rate between Precious Metals and Currencies can rise or fall. You assume this exchange rate risk.

When making a bank transfer you must include your Account Number in the reference field. Funds transferred by you to the Client Money Account or to the Customer Funds Account are credited to your Account and held and administered on, and subject to, the terms of this Customer Agreement.

Monies standing to the credit of your Account are held on your behalf in the Client Money Account and Customer Funds Account in accordance with the client money rules of the FCA. No interest is paid in respect of sums standing to the credit of an Account.

LBT has made the election under CASS 7.10.7AR of the FCA’s client money rules whereby all monies held for Lenders and prospective Lenders that participate in Auctions are treated in accordance with the FCA’s client money rules. Therefore, all monies in your Account which you indicate are for the purpose of lending by way of participation in Auctions are held in the Client Money Account. All other monies in your Account are held in the Customer Funds Account.

If you are a Lender:

To make a Bid to Lend you must have available funds in your Account to cover the amount of your Bid to Lend.

To make a Proposal to Lend you must have available funds in your Account to cover the amount of your Proposal to Lend, unless you are an Approved Lender.

You may request any sums standing to the credit of your Account which are not the subject of outstanding Bids to Lend or Proposals to Lend and are not committed to Loans (or any fees relating thereto) be returned to your Nominated Bank Account.

Your share of any Loan interest and/or principal received by LBT into the Client Money Account or the Customer Funds Account in respect of a Loan made by you is credited to your Account.

If you are a Borrower:

You may transfer any funds in your Account that are not committed to the repayment of a Loan (or any fees or charges relating thereto) to your Nominated Bank Account.

Any amount in respect of a Loan that you pay into the Client Money Account or the Customer Funds Account, whether of interest and/or principal, is credited to the relevant Lender’s Account.

Any amount of a Loan that you prepay cannot be redrawn by you.

A withdrawal of funds from an Account instructed by a Customer will only be paid by LBT to that Customer’s Nominated Bank Account.

Your Account contains a summary of the Precious Metal held in the Customer Metal Account on your behalf as unpledged Precious Metal and on LBT’s behalf (as agent for the Lender) as Pledged Metal in connection with one or more Loans.

The Customer Metal Account is operated by LBT to provide a custodial service for the allocated storage of Precious Metal owned by LBT’s Customers. Only LBT can authorise the transfer of any Precious Metal into and out of the Customer Metal Account.

All Precious Metal held in the Customer Metal Account is segregated from the assets and operations of LBT and is held subject to the terms of this Customer Agreement. Further principles applying to the holding of pledged and unpledged Precious Metal in the Customer Metal Account are set out in section 10 below.

LBT charges a storage fee as listed on the Website that is calculated as a percentage of the value of the Precious Metal owned by you and held in the Customer Metal Account. The storage fee is deducted from your Account on the first Business Day of each calendar month.

LBT charges the Borrower fees as set out in clause 9 of the Standard Loan Terms and Conditions.

Where fees are to be deducted from the Customer’s Account and there are insufficient funds to pay these fees, LBT is hereby authorised and instructed to sell Precious Metal in order to pay said fees. The Borrower understands and agrees that the sale of Pledged Metal will have an adverse effect on the loan-to-value ratio which could result in a margin call in respect of the Loan.

LBT charges an exchange fee in respect of the conversion from one Currency to another, and other fees as published on the Website or as otherwise agreed by LBT.

You authorise LBT to deduct its fees directly from your Account.

LBT shall be entitled to pay any part of its fees to brokers or other third parties in respect of referrals of Borrower or Lender opportunities or otherwise.

LBT reserves the right in its discretion to change such fees on the Website at any time or to agree a discount on such fees in respect of new Loans or other transactions forming part of the Services. Any changes to the fees will not affect the fees confirmed in existing Loan Agreements.

Accessing Lending and Borrowing Opportunities

Lending and borrowing opportunities and information relating thereto are offered in the Marketplace in the form of an Auction conducted through the Website. A Borrower who wishes to Borrow may do so by way of a Proposal to Borrow or a Bid to Borrow on the Website. A Lender who wishes to Lend may do so by way of a Proposal to Lend or a Bid to Lend on the Website.

Lending and borrowing opportunities may arise outside the Marketplace in which case LBT will contact relevant Customers directly.

LBT may notify you when new opportunities become available. LBT accepts no responsibility if you do not receive such notification.

You may ask specific questions or request further information about particular opportunities by contacting LBT.

The Auction Process

Terms and conditions relating to the auction process are the Marketplace Terms contained on the Website and are incorporated herein by reference, and the Customer acknowledges and agrees thereto. LBT reserves the right to amend the Marketplace Terms in its absolute and sole discretion. Changes made to the Marketplace Terms will be published on the Website from time to time and will be effective immediately unless otherwise stated on the Website.

Terms and conditions relating to defaults are stated in the Standard Loan Terms and Conditions.

Title to Precious Metal

Subject to the terms of this Customer Agreement or any Finance Document, title to Precious Metal stored in an Approved Vault shall at all times vest in the Customer who deposited it.

Subject to clause 10.1.3, LBT only has proprietary interest in Precious Metal deposited by a Customer in storage in an Approved Vault to the extent that it represents amounts received as payment for fees or other amounts owing to LBT and/or the Approved Vault.

In circumstances where the terms of a Customer Metal Account at an Approved Vault provide that LBT will have title to any Precious Metal stored in such account, LBT hereby acknowledges that such Precious Metal is held by LBT in a nominee capacity on behalf of the Customer that deposited it, subject to the terms of this Customer Agreement or any Finance Document.

Insurance

The Approved Vaults chosen by LBT provide or arrange insurance coverage for the Precious Metals they store, and the cost of this insurance is paid by LBT. When LBT becomes aware of the unlikely event that the Precious Metal is not covered by an appropriate insurance policy, LBT will notify the Customer. LBT will be entitled (but not obliged) to arrange suitable cover for the Precious Metal at market rates and terms and conditions, the cost of which will be borne by LBT.

Instructions

All instructions in respect of a Customer’s Precious Metal must be made by the Customer directly to LBT, who then instructs the Approved Vault accordingly. Each Customer agrees and acknowledges that the Approved Vault has no authority to take, and no obligation to effect, any direct instructions from Customers in respect of their Precious Metal.

Storing unpledged metal

A Customer may at any time choose to transfer storage of its Precious Metal to LBT for storage with an Approved Vault. A transfer may be made on any Business Day, in the manner and accompanied by such documentation as LBT may reasonably require. Any Precious Metal delivered to an Approved Vault must comply with the Chain of Integrity Standards established by LBT and the customs and practices relating to good delivery as set out by the LBMA.

Such unpledged Precious Metal is held by the Customer Metal Account as a service to Customers, and LBT must deal with such unpledged Precious Metal as instructed by the Customer but at all times subject to the terms of this Customer Agreement.

A Customer may at any time notify LBT of its intention to withdraw unpledged Precious Metal from an Approved Vault provided that any such unpledged Precious Metal is not reserved in respect of a pending Proposal to Borrow or a Bid to Borrow. A withdrawal may be made on any Business Day in the manner and accompanied by such documentation as LBT may reasonably require.

If the Customer becomes a Borrower to whom a Loan has been made, the required quantity of Precious Metal is pledged to LBT and is held in the Customer Metal Account in accordance with clause 10.5 below.

Storing pledged metal

All Pledged Metal is held in the Customer Metal Account with an Approved Vault to the order of LBT (as agent for the Lender(s)) whilst the Loan, including any interest or fees, remains outstanding. Following the repayment of all sums owing by the Borrower (including principal, interest, fees and charges) in respect of a Loan, LBT releases the Borrower’s Pledged Metal (insofar as it relates to the repaid Loan) from the pledge, at which point the Borrower’s Precious Metal will be held by LBT in the Customer Metal Account as unpledged in accordance with clause 10.4.

Upon the occurrence of an Event of Default, LBT will arrange for the sale of all or part of the Borrower’s Pledged Metal, at which point it may instruct the Approved Vault to transfer the sold Pledged Metal to the buyer, and the Borrower hereby acknowledges and agrees thereto.

A Borrower may request that LBT releases certain of its Pledged Metal in accordance with clause 4.7 of the Standard Loan Terms and Conditions. Any Pledged Metal so released by LBT in accordance with clause 4.7 of the Standard Loan Terms and Conditions will be held by LBT in the Customer Metal Account as unpledged in accordance with clause 10.4.

Transfer of Precious Metal

LBT is entitled to transfer Precious Metal between Approved Vaults if, after due consideration LBT, in its absolute discretion, deems it to be in the best interests of the Customer to whom the metal belongs and the Customer hereby irrevocably authorises LBT to do so. In the event of a transfer of Precious Metal, LBT will notify the Customer accordingly. All costs of transportation will be borne by the Customer.

Buying Precious Metal

A Customer may instruct LBT from time to time that it wishes to purchase additional Precious Metal using funds standing to the credit of its Account.

Upon this occurrence, LBT verifies the Customer’s Account to ensure that it contains sufficient funds for the proposed purchase and if so, LBT executes the purchase of Precious Metal for the Customer.

After execution of each purchase, LBT issues an invoice to the Customer and a corresponding amount is debited from the Customer’s Account.

LBT notifies the Customer upon delivery of the purchased Precious Metal into the agreed Approved Vault and the Customer’s Account is updated to reflect the revised balance of Customer monies and Precious Metal.

Selling Precious Metal

A Customer may instruct LBT from time to time that it wishes to sell some or all of its unpledged Precious Metal held by the Customer in their Account.

Upon this occurrence, LBT verifies whether the Customer has sufficient quantities of unpledged Precious Metal stored on its behalf by the Customer in their Account in order to fulfil the proposed sale, and if so, LBT executes the sale of Precious Metal for the Customer in accordance with the provisions of clause 11.3 below.

After execution of each sale, LBT removes the amount of Precious Metal from the Customer’s Account and credits the Customer’s Account with the amount of the sale proceeds.

Fulfilment of a request to buy or sell Precious Metal

LBT will seek to fulfil any Customer request to buy or sell Precious Metal pursuant to clauses 11.1.1 or 11.2.1 from its own inventory of Precious Metal or cash resources in the first instance. Each Customer agrees that where transactions are completed on this basis, LBT is acting as principal buyer or seller of the Precious Metal as the case may be.

Where it is not possible for LBT to fulfil a Customer request to buy or sell Precious Metal from its own inventory of Precious Metal or cash resources, LBT will use reasonable endeavours to procure that a sale or purchase of Precious Metal is completed by a third party. Each Customer agrees that where transactions are completed on this basis, LBT is acting as principal buyer or seller of the Precious Metal (as the case may be) with a corresponding transaction executed by LBT with the third party which is also on a principal basis. Any risk arising on LBT’s contract with the third party will be for the Customer’s risk.

Delivery of Precious Metal

All delivery of Precious Metal pursuant to this Customer Agreement, whether delivered by or on behalf of a Customer or LBT, will be delivered using the standards, customs and practices as set out by the LBMA. LBT reserves the right to refuse delivery of any Precious Metal in its absolute discretion without the need to give any reasons therefor.

Each Customer (1) accepts liability for all costs of transportation and insurance in relation to the delivery of Precious Metal and (2) shall bear all risk of loss of such Precious Metal.

A Customer may instruct LBT from time to time that it wishes to buy or sell a Currency in exchange for another Currency. Upon receipt of such instruction, LBT verifies whether the Customer has sufficient quantities of Currency held in their Account in order to fulfil the proposed transaction.

By giving instructions to LBT, you authorise LBT to charge a fee on each occasion that you conduct a Currency transaction.

Upon acceptance by LBT of an instruction to buy, sell or exchange Currencies, LBT will use reasonable endeavours to fulfil the transaction, acting as principal, using prevailing exchange rates offered to LBT. LBT is not responsible for the inability to execute a Customer’s instructions for any cause beyond LBT’s reasonable control or anticipation including (without limitation) volatile markets and/or trading disruptions.

In order to act in the best interests of LBT’s Customers, it may become necessary to wind-down LBT, for example, if the Marketplace were to fail, LBT becomes insolvent or other reasons. If LBT determines (in its discretion) that it is necessary to wind-down LBT, it will notify each Customer by issuing a Wind-Down Notice. Immediately following the issuance of a Wind-Down Notice by LBT:

all open Auctions on the Website will cease and be unwound;

you will not be able to make any subsequent Bids to Borrow, Bids to Lend or otherwise participate in an Auction; and

all amounts outstanding under Loan Agreements will become due and payable in accordance with clause 18 of the Standard Loan Terms and Conditions.

For a period of 45 calendar days following the issuance of a Wind-Down Notice by LBT (the "Wind-Down Period"), LBT will endeavour to ensure that you continue to have access to your Account, subject to the restrictions set out in clause 13.1 above. If online access is not available, LBT will provide statements of your Account by email or post.

During the Wind-Down Period, you must ensure that you instruct LBT (via email to notices@lendborrowtrust.com) to:

transfer any funds in your Account to your Nominated Bank Account or your Nominated Goldmoney Holding, and/or

transfer any unpledged Precious Metal to your Nominated Goldmoney Holding, and/or

sell or deliver any unpledged Precious Metal held in your Customer Metal Account, in accordance with the procedure for sale or delivery of Precious Metal set out in clause 11 above.

If no such instructions are received by LBT during the Wind-Down Period, any unpledged Precious Metal remaining in your Customer Metal Account will be sold at prevailing market rates on the first Business Day after the Wind-Down Period, following which any sale proceeds relating thereto, along with any other funds held in your Account, will be transferred by LBT to your Nominated Bank Account.

Following the Wind-Down Period and the transfer of any funds and/or unpledged Precious Metal pursuant to clause 13.3 above, your Account with LBT will be closed.

LBT may, in its sole and absolute discretion, terminate this Customer Agreement or access to the Website, the Marketplace or other facilities provided by LBT immediately upon written notice to a Customer. A Customer may terminate its participation in the Marketplace at any time by giving notice to LBT. Neither party is required to give any reasons for termination.

If notice to terminate is given in accordance with clause 14.1 and at such time Loan(s) remain outstanding, this Customer Agreement will continue in full force and there will be no effect on the outstanding Loan(s), however access to the Website will be limited so that no new Bids to Lend, Bids to Borrow, borrowing or lending may be made. At such time as no Loan(s) remain outstanding, this Customer Agreement will terminate and LBT will transfer any monies in the Customer's Account to their Nominated Bank Account or LBT may at its choice send a cheque to the latest address of the Customer provided to LBT.

LBT retains the right, if it considers it appropriate, to prevent or restrict access to the Website, the Marketplace or other facilities provided by LBT. Without prejudice to the generality of the right in this clause, and to any other rights that LBT may have in this Customer Agreement, LBT reserves the right to refuse use of the Website or any of its other facilities.

Each Customer, whether or not they are currently a Borrower or Lender, agrees that LBT shall be entitled to retain for itself the interest, if any, paid on balances in the Client Money Account and Customer Funds Account, notwithstanding that some of that interest may be attributable to the time taken for the exercise of the rights, and the performance of the obligations, under this Customer Agreement.

Customers are permitted to access the information provided by LBT through the Website solely for their personal use or in the course of their business for the purpose of assessing whether or not to utilise services provided by LBT, for participating in Auctions and for monitoring Loans that have been advanced or made. Content provided by LBT is not permitted to be used for any other purpose.

Each Customer accepts that it owes a duty of confidentiality to LBT with regard to:

the internal operating systems and procedures used by LBT;

the Loan Agreements and Security Documents; and

any information provided in relation to potential or actual Borrowers. Such documents and information may not be disclosed to any third party.

Each Customer covenants with LBT not to use the Website or any information provided by LBT for the purpose of soliciting any person (whether Borrower or otherwise) away from LBT.

It is acknowledged by LBT that the duty of confidentiality owed by a Customer under clause 16.2 and 16.3 above does not extend to information previously held by that Customer or is otherwise in the public domain.

If, in the opinion of LBT, you have breached the duty of confidentiality set out in this clause, your access to services provided by LBT including access to the Website may be suspended and your Account may be suspended without notice or further explanation.

LBT shall be entitled to take any action necessary to comply fully with the law and any notices received from government agencies including but not limited to any request to provide information about Customers under money laundering, fraud or anti-terrorism regulations.

Each Customer acknowledges and agrees that LBT may disclose the identity of a Borrower to a Lender (and vice versa) or LBT may disclose the identity of a Borrower or Lender to any service provider used by LBT where:

LBT is required to by law or any applicable governmental or regulatory authority; or

it is necessary in order for LBT to provide the services requested by that Customer.

Each Customer acknowledges that LBT will process its personal data in accordance with LBT’s Privacy Policy (as set out on the Website) and each Customer hereby agrees to such processing.

LBT reserves all rights, title and interests in its and its affiliates' intellectual property rights (including, without limitation, any patents, trademarks, service marks, logos, registered designs, applications for any of the foregoing, copyright, database rights, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country) in the Website, the Marketplace and any other services provided by LBT. Any goodwill accruing out of the use of LBT's and its affiliates' trademarks, trade and business names and service marks under this Customer Agreement vests in LBT and its affiliates, as the case may be.

LBT is registered under the Data Protection Act 2018 with registration number ZA068383.

LBT uses your personal data in the manner described in this Customer Agreement and as further set out in its Privacy Policy located on the Website, which is incorporated into this Customer Agreement by reference, in so far as it is applicable to personal data collected or used in connection with the Website, the Marketplace and other services provided by LBT. By using the Marketplace, the Website and other services provided by LBT, you consent to the collection and use of your personal data by LBT in the manner set out in the Privacy Policy. If LBT changes the Privacy Policy, it will post those changes on the Privacy Policy page so that you are aware of what information LBT collects, how LBT uses it and under what circumstances LBT discloses it. You should check the Privacy Policy frequently for changes. Please note that if necessary, the information you provide to LBT in using the Marketplace, the Website and other services provided by LBT may be transferred outside the European Economic Area for the purposes of processing by LBT. By using the Marketplace, the Website and other services provided by LBT, you consent to this transfer.

Unless otherwise authorised or consented, you agree not to use any information regarding other Customers that may be accessible from the Website, except to enter into and complete transactions conducted via the Website. You agree not to use any such information for purposes of solicitation, advertising, unsolicited email or spamming, harassment, invasion of privacy or otherwise objectionable conduct.

LBT is committed to providing the highest possible levels of service to customers and has embraced the Financial Conduct Authority "Treating Customers Fairly" principle. To this end LBT would welcome any feedback you have on any element of our service, whether positive or negative. This will help LBT to ensure it provides the services customers require and improve upon any areas about which you have a concern. Although we have a complaints procedure we would rather that customers are satisfied and raise any concerns prior to there being a problem.

If you have any queries or issues please contact LBT through your Account, by letter or telephone. LBT endeavours to answer your queries and resolve any issues effectively.

LBT values your business and wants you to be satisfied with the service you receive. Each complaint is taken seriously and handled fairly and quickly.

If you would like to make a formal complaint about any aspect of LBT or any of the aspects of your experience as a customer, please email notices@lendborrowtrust.com or send a letter to LBT’s office address at: Advent House, Station Approach, Victoria, St Austell, Cornwall, PL26 8LG.

When LBT receives a formal complaint, it takes the following steps towards resolving your complaint:

LBT acknowledges receipt of the complaint to you within one Business Day.

If a complaint from an Eligible Complainant can be resolved within three Business Days from receipt of the complaint, LBT provides the complainant with a written summary resolution, which references the Financial Ombudsman Service that can be contacted if the complainant subsequently is dissatisfied with the resolution of the complaint.

If a complaint from a non-Eligible Complainant can be resolved within three Business Days from receipt of the complaint, LBT provides the complainant with a written conclusion statement.

LBT provides you with a formal response letter within eight weeks from receipt of the complaint if the complaint cannot be resolved to your satisfaction within three Business Days from receipt of the complaint.

If an Eligible Complainant is dissatisfied with how the complaint has been addressed, the complainant can refer complaints in relation to the services LBT provides to the Financial Ombudsman Service at: Exchange Tower, Harbour Exchange, London, E14 9SR, or by calling them on 0800 023 4567 or +44 (0) 207 964 0500 from outside the United Kingdom. More information on the Financial Ombudsman Services can be found at www.financial-ombudsman.org.uk.

LBT may at any time, without notice to you, set off any liability owed to LBT, including (without limitation) in relation to any Account in your name or which LBT believes to be under your control, against any funds or Precious Metal held in any Customer Account in your name or which LBT believes to be under your control.

The Website, the Marketplace and other services supported by LBT are provided on an 'as is' basis. LBT makes no other representations or warranties of any kind, express or implied, including without limitation: (a) that the Website, the Marketplace or other services provided by LBT will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error; (b) the information, content, or materials provided by LBT, including that provided on the Website, will be as represented by Lenders and Borrowers, or that Lenders or Borrowers will perform as promised; (c) any implied warranty arising from course of dealing or usage of trade; (d) any obligation, liability, right, claim or remedy in tort, whether or not arising from the negligence of LBT; (e) the adequacy, accuracy and/or completeness of any information about any borrower, any loan or any associated security made available to a lender or prospective lender through the Website or otherwise; and (f) the legality, validity or enforceability of any Loan Agreement or Security Document or any other agreement, arrangement or document entered into made or executed in anticipation of or in connection with any Loan Agreement or Security Document. To the full extent permissible under applicable law, LBT disclaims any and all such warranties.

LBT does not provide any investment advice. Nothing that LBT does in operating the Marketplace or providing other services (whether on the Website or otherwise) is intended to constitute advice or a recommendation to enter into a transaction. Each Lender and Borrower is responsible for obtaining their own independent financial advice before making any decisions.

If a dispute arises between one or more Customers, each of you release LBT and its employees, representatives and agents from claims, demands and damages (actual and consequential) of every kind and nature, whether direct or indirect, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

You agree to indemnify and hold each of LBT and each of its associated companies, affiliates, officers, directors, agents and employees harmless against any loss suffered by you as a result of any act or omission or insolvency of any Approved Vault.

You agree to indemnify and hold each other Customer, LBT and its associated companies, affiliates, officers, directors, agents and employees harmless from any liabilities, claims, losses or demands arising out of (a) any falsehood or inaccuracy contained in any information you provide to LBT or (b) another person trading on your Account (whether or not authorised by you), except where it is LBT’s fault that they have done so.

Nothing in this Customer Agreement will exclude or limit LBT’s liability for fraud (including fraudulent misrepresentation or concealment) or any other liability which cannot lawfully be excluded or limited (including liability with respect to death and personal injury resulting from negligence, or that of LBT’s employees, agents or subcontractors). The remainder of this clause 23 will be construed accordingly.

LBT will not be liable to you for:

any loss of operations, loss of data, loss of contracts, loss of market share and/or loss of goodwill;

any increased costs and/or expenses; and/or

any type of special, indirect or consequential loss, in each case, including such loss or damage suffered by you as a result of any action brought by a third party, and even if such loss was reasonably foreseeable;

any loss of profits other than (and subject to the other provisions of this clause 23) any loss of interest which a Borrower has agreed to pay you on a Loan and which you suffer as a result of LBT’s negligence or breach of this Customer Agreement;

any loss that you may incur as a result, and to the extent, of your fraud, breach of this Customer Agreement or negligence, or any misuse of your password unless that misuse results from LBT’s negligence or breach of this Customer Agreement;

any loss that you may incur as a result of LBT not confirming that your Account is open or providing you with an Account Number when you open your Account;

not displaying information on the Website, for withdrawing or for not matching you with any prospective Lenders or Borrowers, or any offer to lend or borrow which you submit to LBT;

not matching any offer you make to lend or borrow;

any loss or damage that you may suffer because of any negligence or failure to perform by any other person who is party to this Customer Agreement (as they may be amended from time to time).

LBT’s liability to you for:

failing to pay any sum properly due to you will be limited to that sum; and

charging you an incorrect fee or charge will be limited to the excess over the amount LBT should have charged.

Settlement risk in transactions to buy or sell Precious Metal or Currency is borne by the Customer. LBT will not be liable or responsible to you for any loss or damage caused in relation to the cancellation or failure to settle any transaction to buy or sell Precious Metal which is not caused by LBT.

For the purposes of this clause "Force Majeure Event" shall be defined as "any circumstances outside LBT’s control including but not limited to any interruptions or failures relating to internet service providers, internet signal, connections, electricity providers, configurations of LBT’s Lenders and Borrowers’ computers, any acts of God, flood, drought, earthquake or other natural disaster, any collapse of buildings, fire, explosion or accident, any act of terrorism, civil war or commotion, riots or any law or any action taken by a government or public authority, including without limitation imposing or failing to grant a necessary licence or consent".

LBT will not be in breach of this Customer Agreement nor liable for delay in performing or failure to perform any of its obligations under this Customer Agreement if such delay or failure results from a Force Majeure Event.

Any calculation of amounts payable to Customers shall be rounded down to the nearest whole penny (or its equivalent unit in any other Currency in which a Loan is denominated).

This Customer Agreement incorporates by this reference all terms, conditions, policies, guidelines and other information on the Website or as otherwise notified to you, including but not limited to the Privacy Policy and Terms of Website Use and constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter hereof.

LBT is not your fiduciary or trustee. Nothing expressed or mentioned in or implied from this Customer Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Customer Agreement. This Customer Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of LBT and its affiliates, you, and relying Borrowers or Lenders.

If any provision of this Customer Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

LBT's failure to enforce the strict performance of any provision of this Customer Agreement will not constitute a waiver of LBT's right to subsequently enforce such provision or any other provisions of this Customer Agreement.

Notices will be sent to your Account or your email address which was provided by you upon registration with LBT. Notices addressed to LBT shall be sent through your Account or via email to notices@lendborrowtrust.com.

No person other than LBT or a Customer has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Customer Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Customer Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Customer Agreement or any non-contractual obligation arising out of or in connection with this Customer Agreement) (a "Dispute").

The Customer agrees that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly the Customer will not argue to the contrary.

Clauses 25.9, 25.10 and 25.11 are for the benefit of LBT only. As a result, the Customer undertakes not to commence proceedings relating to a Dispute in any other jurisdiction other than England. To the extent allowed by law, LBT may take concurrent proceedings in any number of jurisdictions.

In this Customer Agreement, the following words and phrases shall, unless contrary intention appears, have the following meanings:

"Account" means an account opened by LBT for a Customer that is the record LBT maintains of the funds that you lend and borrow, the interest you pay and receive, funds and precious metal that you hold in facilities provided through LBT, and fees charged to you. Customers select their security and notification settings in their Account. You can access your Account at any time by logging in through the Website;

"Account Number" means the unique code assigned by LBT to an Account;

"Agent" means LBT;

"Agreed LTV" means the LTV agreed between the Lender and the Borrower at commencement of the Loan, as set out in the Loan Particulars relating to that Loan;

"Approved Lender" means a Customer who is approved by LBT to initiate Proposals to Lend for an approved lending amount before funds are available in the Customer’s Account;

"Approved Vault" means a direct or indirect operator of a vault storage facility that is approved by LBT from time to time, as listed on the Website;

"Auction" means an auction administered by LBT involving the advertising in the Marketplace on the Website of a Customer's Proposal to Borrow or a Proposal to Lend;

"Auction Closing Date" means the date on which an Auction closes for new Bids to Lend or Bids to Borrow, as specified initially on the Website, but which may be extended or brought forward by LBT in its discretion;

"Bank" means Barclays Bank plc, or such other clearing bank as may be chosen by LBT for the purposes of holding the Client Money Account and/or Customer Funds Account;

"Bid to Borrow" means a bid to borrow a specified sum made by a prospective Borrower against a Proposal to Lend made by a prospective Lender, at an interest rate specified by the prospective Borrower and entered in an Auction;

"Bid to Lend" means a bid to lend a specified sum made by a prospective Lender against a Proposal to Borrow made by a prospective Borrower, at an interest rate specified by the prospective Lender and entered in an Auction;

"Borrower" means the person identified by their unique Account Number listed in the Borrower Loan Particulars who has pledged Precious Metal pursuant to the Security Document and agreed to the Standard Loan Terms and Conditions in order to obtain a loan from the Lender, and "Borrow" shall be construed accordingly;

"Borrower Loan Particulars" means the Loan Particulars provided to a Borrower that record those terms of a Loan advanced to that Borrower which are not contained in the Standard Loan Terms and Conditions;

"Business Day" means any day other than a day which is a Saturday, Sunday or bank holiday in England;

"Callable Loan" means the loan has no fixed term and can be called by the Lender to be repaid at any time with seven Business Days’ notice. Callable Loans can also be repaid by the Borrower at any time with a two Business Days’ notice period;

"Chain of Integrity Standard" means the minimum standard which Precious Metal must meet before it will be accepted by LBT, which standard at present is:

in the case of large gold and silver bars, the standard as set out in the London Good Delivery standards established by the LBMA, details of which can be obtained from www.lbma.org.uk; or

in the case of small gold bars, newly fabricated bars produced by a member of the LBMA and delivered directly by the LBMA member to the Approved Vault;

"Client Money Account" means a segregated deposit account opened with the Bank in the name of LBT for holding Customer monies within the scope of client money rules of the FCA;

"Crowd Lender" means a Lender who participates in a Crowd Lending Group;

"Crowd Lending Group" means two or more Lenders who have each entered into a Loan Agreement with the same Borrower simultaneously;

"Crowd Loan" means a Loan to a Borrower made by a Crowd Lender, which Loan commences and ends at the same time as other Loans made to that Borrower by other Crowd Lenders in a Crowd Lending Group;

"Currency" means the national currency of any territory that is accepted by LBT from time to time;

"Customer" means a person who has accepted the terms of this Customer Agreement and is registered by LBT, and "you" and "your" shall be construed accordingly;

"Customer Agreement" means this agreement, the acceptance of which is required by all Customers;

"Customer Funds Account" means any Customer monies connected to LBT’s activities that do not fall within the scope of client money rules of the FCA are placed in the Customer Funds Account, which is a segregated deposit account opened with the Bank in the name of LBT for holding Customer monies;

"Customer Metal Account" means an allocated metal storage account held with an Approved Vault in the name of LBT for holding Precious Metal owned by each Customer;

"Eligible Complainant" means a person considered eligible to have a complaint under the Financial Ombudsman Service as defined in the FCA’s rules;

"Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, security interest, title retention or other encumbrance, security agreement or security or preferential arrangement of any kind;

"Event of Default" means any of the events or circumstances described in Clause 13.1 of the Standard Loan Terms and Conditions;

"FCA" means the Financial Conduct Authority which is the financial regulatory body in the United Kingdom under which LBT has been approved to operate the Marketplace and undertake Credit Broking activity;

"Finance Document" means the Loan Agreement, the Security Document and any other document designated as such by both the Agent and the Borrower;

"Force Majeure Event" has the meaning given in clause 24.1;

"Indebtedness" means any obligation for the payment or repayment of money, whether present or future, actual or contingent, sole or joint;

"Interest Payment Date" means the day interest is paid by the Borrower as set out in the Loan Particulars;

"Interest Rate" means the interest rate set out in the Loan Particulars;

"LBMA" means the London Bullion Market Association or its successors;

"LBT" means Lend & Borrow Trust Company Limited, a private company limited by shares incorporated in accordance with the laws of England and Wales under registration number 09104170 and with its principal place of business at Advent House, Station Approach, Victoria, St. Austell, Cornwall PL26 8LG, United Kingdom;

"Lender" means the person identified by their unique account number(s) listed in the Lender Loan Particulars and "Lend" shall be construed accordingly.

"Lender Loan Particulars" means the Loan Particulars provided to a Lender that record those terms of a Loan advanced by that Lender which are not contained in the Standard Loan Terms and Conditions;

"Loan" means the principal amount of the loan made or to be made by the Lender to the Borrower pursuant to a Loan Agreement or (as the context requires) the principal amount due and outstanding for the time being of that loan;

"Loan Agreement" means the agreement between the Lender, the Borrower and the Agent (as agent for the Lender) comprising the applicable Loan Particulars and the Standard Loan Terms and Conditions which together constitute the terms upon which a Loan is advanced by a Lender to a Borrower. For the avoidance of doubt, in relation to a Loan, the Borrower will be provided with a copy of the Borrower Loan Particulars and the Lender will be provided with a copy of the Lender Loan Particulars;

"Loan Particulars" means the Lender Loan Particulars and the Borrower Loan Particulars setting out certain terms relating to a Loan, which when read together with the Standard Loan Terms and Conditions, constitute the Loan Agreement;

"LTV" means loan-to-value, being the ratio expressed as a percentage of the outstanding amount of the Loan to the value of Pledged Metal in place to secure such Loan;

"Majority Crowd Lenders" means at any time Crowd Lenders whose Loans then aggregate more than 65 per cent of the aggregate of all Loans in a Crowd Lending Group;

"Margin Call LTV" means the LTV at which a Margin Call is issued as set out in clause 4 of the Standard Loan Terms and Conditions. The Margin Call LTV is 85% for gold and 75% for silver;

"Marketplace" means the peer-to-peer secured lending platform provided through the Website;

"Marketplace Terms" means the terms and conditions that apply to the Marketplace, a copy of which is available for viewing by Customers on the Website;

"Material consent" means, in relation to the Borrower, any approval, authorisation, consent, exemption, licence, permission or registration by, of or from any governmental or regulatory or other authority or person necessary or appropriate for (i) the carrying on by it of its business and (ii) the execution, delivery and performance of any Finance Document and the use of the Loan;

"Maximum Initial LTV" means the maximum LTV required in Auctions and at Loan commencement. The Maximum Initial LTV is 75% for gold and 65% for silver;

"Metal Sale LTV" means the LTV at which Pledged Metal is sold by the Agent as set out in clause 4 of the Standard Loan Terms and Conditions. The Metal Sale LTV is 90% for gold and 85% for silver;

"Nominated Bank Account" has the meaning given in clause 3.3;

"Nominated Goldmoney Holding" means the holding held in your name with Goldmoney for which you provided details to be used for remitting funds/metal to/from your Account. Only one Nominated Goldmoney Holding can be linked to your Account;

"Pledge Agreement" means the agreement between LBT (as agent for the Lender) and the Borrower comprising the Pledgor Particulars and the Pledge Terms and Conditions which together constitute the terms upon which the Pledged Metal is pledged to LBT (as agent for the Lender);

"Pledged Metal" means

the Precious Metal specified in the Pledgor Particulars;

all Precious Metal offered by the Pledgor as further Security for the Secured Liabilities pursuant to clause 4.2 of the Standard Loan Terms and Conditions; and

all other goods and all bills of lading, warrants, delivery orders, vault operators’ certificates or receipts and all documents of title and the goods to which those documents relate which are now or may in the future be deposited or lodged with or otherwise in the possession of or transferred to or warehoused or stored in the name of LBT or its agents or nominees or otherwise held by or to its or their order or under its or their control as security for the Pledgor’s obligations to the Lender and LBT under the Loan Agreement,

which a Borrower has agreed to pledge to LBT as agent for the Lender to secure a Loan and which Precious Metal is the subject of a signed Security Document;

"Pledgor" means the Customer identified by their unique LBT account number listed in the Pledgor Particulars;

"Pledgor Particulars" means the document entitled "Pledgor Particulars" provided to the Pledgor setting out certain terms, which when read together with the Pledge Terms and Conditions, constitute the Pledge Agreement;

"Pledge Terms and Conditions" means the standard terms and conditions that apply to all Pledged Metal for Loans, a copy of which is available for viewing by Customers on the Website;

"Potential Default" means any event which, with the giving of notice or any certificate or the lapse of time or the making of any determination or the satisfaction of any other condition (or any combination of them), might/would constitute an Event of Default;

"Precious Metal" means bars of gold and silver that meet or exceed the Chain of Integrity Standard or the standards of any other industry body that LBT may accept from time to time;

"Proposal to Borrow" means a request by a prospective Borrower to borrow a sum of money, which request shall be made using the Marketplace, and states an Interest Rate, term and the Precious Metal and its location that will be pledged to secure the Loan if granted;

"Proposal to Lend" means a proposal by a prospective Lender with funds available for lending, which proposal shall be made using the Marketplace, and that states the amount, Interest Rate and terms on which the Lender is willing to make a Loan to a Borrower;

"Repayment Date" means the date for final repayment of the Loan specified in the Loan Particulars;

"Security" means any 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;

"Security Document" means the Pledge Agreement and any other agreement, 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, entered into from time to time as security for the Borrower’s obligations under a Loan Agreement;

"Secured Liabilities" means all monies, obligations and liabilities whether principal, interest or otherwise which may now or at any time in the future be due owing or incurred by the Pledgor to the Lender or LBT under or in connection with the Loan Agreement or the Pledge Agreement (and for the avoidance of doubt shall include all fees and charges of whatever nature payable by the Pledgor to LBT and/or the Lender), whether actual or contingent and whether alone severally or jointly as principal, guarantor, surety or otherwise and in whatever name or style and whether on any current or other account or in any other manner (together with all interest, charges and other expenses) accruing in respect of those monies, obligations or liabilities;

"Security Period" means the period starting on the date of the Pledge Agreement and ending on the date upon which the Secured Liabilities have been unconditionally and irrevocably paid and discharged in full as determined by LBT;

"Services" means the services provided by LBT to its Customers from time to time;

"Standard Loan Terms and Conditions" means the standard terms and conditions that apply to all Loans, a copy of which is available for viewing by Customers on the Website;

"Subsidiary" has the meaning given to such expression by section 1159 of the Companies Act 2006 but shall also be deemed to include a subsidiary undertaking within the meaning given to such expression by sections 1161 and 1162 of the Companies Act 2006;

"Taxes" means all present and future taxes, levies, imposts, duties, fees, charges or withholdings of whatever nature and wherever levied, charged or assessed, together with any interest on them and any fine, surcharge or penalties in respect of them;

"Website" means www.lendborrowtrust.com and any other internet address used to conduct the business activities of LBT and to which the Customers have access;

"Wind-Down Notice" means a written notice issued by LBT informing Customers that LBT has determined (in its discretion) to wind down LBT; and

"Wind-Down Period" has the meaning set out in clause 13.2.

In this Customer Agreement, unless otherwise expressly provided, any reference to:

LBT, the Borrower, the Lender and the Agent shall be construed so as to include their respective successors in title, permitted transferees and permitted assigns from time to time;

a time of day is a reference to Greenwich Mean Time (GMT) time;

a "person" shall be construed as a reference to any individual, firm, company, body corporate, government, state or state entity or any association or partnership (whether or not having separate legal personality) or any two or more of the foregoing;

a Finance Document or any other document or instrument is a reference to that Finance Document or that other document or instrument as the same may have been, or may from time to time be, amended or supplemented;

the liquidation, winding-up or dissolution of a company or body corporate or the appointment of a receiver, manager or administrator of or in relation to a company or body corporate or any of its assets shall be construed so as to include any equivalent or analogous proceedings or, as the case may be, person under the law of the jurisdiction in which it is incorporated or any jurisdiction in which it carries on business or has assets or liabilities;

a clause or a schedule is a reference to a clause of or a schedule to this agreement; and

any statutory provision shall include a reference to such provision as from time to time re-enacted, amended, extended or replaced.

Words denoting any one gender include all other genders and words denoting the singular shall include the plural and vice versa.

Headings and lists of content are for ease of reference only and shall not affect its interpretation.

When any payment falls due or any other obligation falls to be performed on a day which is not a Business Day, then such payment shall be made, or such obligation performed, on the next succeeding day which is a Business Day.

In this agreement, unless defined herein or the context otherwise requires, capitalised terms have the meanings given to such terms in the Lend & Borrow Trust Customer Agreement.

The rules of interpretation set out in clause 26 of the Lend & Borrow Trust Customer Agreement apply to this agreement.

Subject to the terms and conditions of this agreement, the Lender agrees to advance to the Borrower a sum equal to the amount specified as the "Loan Amount" in the Lender Loan Particulars.

The obligations of the Lender under this agreement are several. Any failure of a Lender to perform any of its obligations under this agreement shall not relieve any other party to this agreement of any of its obligations under this agreement. No Lender shall be responsible for the obligations of any other Lender under this agreement.

The rights of the Agent and the Lender against the Borrower under this agreement are separate and independent rights. Subject to the terms and conditions of this agreement, the Lender may separately protect and enforce those rights; and it shall not be necessary for any other Lender or the Agent to be joined as an additional party in any proceedings for such purpose.

The Loan shall be used by the Borrower for lawful purposes only.

The Borrower shall not use the Loan for any purpose except that permitted in this clause. However, failure by the Borrower to comply with this clause shall not prejudice any rights of the Agent or the Lender, which shall not be responsible for monitoring or ensuring the use or application by the Borrower of the Loan.

As security for the Loan, the Borrower will provide pursuant to the Security Document a first ranking right of pledge over Precious Metal owned by the Borrower, which shall be a condition precedent to the advance of the Loan under this agreement.

The Pledged Metal, together with any additional Security provided by way of a pledge of further Precious Metal (but less the value of such Precious Metal as is released from the Security pursuant to clause 4.7 below) must at all times have a sufficient value to ensure that the LTV does not exceed the Maximum Initial LTV, or such other percent as may be required by the Agent from time to time as specified on the Website or as otherwise notified to Customers.

If the Agent determines that the value of the Pledged Metal has reduced so that the LTV has exceeded the Maximum Initial LTV, the Agent will issue a Margin Warning to the Borrower notifying them accordingly.

If the Agent determines that the value of the Pledged Metal has reduced so that the LTV has exceeded the Margin Call LTV, the Agent will notify the Borrower accordingly by issuing a Margin Call and the Borrower must, within 5 Business Days (and irrespective of whether the LTV has reduced to below the Margin Call LTV during such period), either (a) provide additional Security by way of a pledge to the Agent of further Precious Metal pursuant to an additional Security Document and/or (b) partially prepay the Loan, in both cases in such amounts so that the LTV will be equal to or less than the Maximum Initial LTV following such action(s).

Notwithstanding that a notice may have been served on the Borrower pursuant to clauses 4.3 and/or 4.4, if the Agent determines that the LTV has increased to the Metal Sale LTV or more, the Agent will: (1) automatically sell Pledged Metal in such quantity as is required to reduce the LTV to no more than the Margin Call LTV and (2) notify the Borrower accordingly, at which point the Borrower must act in accordance with clause 4.4 to reduce the LTV to no more than the Maximum Initial LTV.

If the Borrower fails at any time to comply with the terms of clauses 4.4 and/or 4.5, this will immediately constitute an Event of Default.

If the value of the Pledged Metal has increased, the Borrower may request that the Agent releases certain of its Pledged Metal from the Security interest constituted by the Security Document to the extent that such release:

is possible and practicable to the extent Pledged Metal is held in whole bars, and

increases the LTV to no more than the Maximum Initial LTV, or the Agreed LTV as set out in the relevant Loan Particulars.

When the Agent becomes aware that a vault operator’s insurance becomes void, terminates or otherwise ceases to cover the Pledged Metal for any portion of its full market value, that portion not insured will be excluded from the LTV calculation, which will have an adverse effect on the LTV ratio applying to a Loan and may result in the LTV rising above the Maximum Initial LTV, at which point the Agent will notify the Borrower in accordance with clause 4.3. If the LTV exceeds the Margin Call LTV, the Borrower must act in accordance with clauses 4.4 and 4.5 to reduce the LTV to no more than the Maximum Initial LTV.

The value of the Pledged Metal will, for all purposes under this agreement and at all times, be determined by the Agent in its sole and absolute discretion using applicable market pricing sources regarded by the Agent in its sole discretion to be most appropriate.

The Lender shall not be obliged to advance the Loan to the Borrower until the Agent shall have received, in each case in form and substance satisfactory to it, the documents, items and evidence specified in Schedule 1.

The obligation of the Lender to advance the Loan is subject to the further conditions precedent that on the proposed date of advance of the Loan:

the representations and warranties set out in clause 11 are true and correct on and as of each such time as if each were made with reference to the facts and circumstances existing at such time; and

no Event of Default or Potential Default shall have occurred and be continuing or would result from the making of the Loan.

The Loan (less any applicable fees, charges and expenses owing to the Agent) will be advanced to the Borrower in a single amount to the Borrower’s Account within one Business Day following fulfilment of the conditions referred to in clause 5 to the satisfaction of the Agent, on which day interest will begin to accrue on the Loan.

Repayment

The Borrower shall repay the Loan together with all accrued and unpaid interest, charges and fees owing by the Borrower in full on the Repayment Date.

Prepayment

The Borrower may prepay the whole or any part of the Loan at any time with one Business Day prior notice to the Agent. If the Borrower elects to prepay the Loan in whole or in part, or if a prepayment in whole or in part is made following an Event of Default, the Borrower will pay the Prepayment Fee as set out in clause 9.2.

No amount prepaid under this agreement may be redrawn by the Borrower.

The Borrower shall pay interest on the Loan at the Interest Rate.

Interest shall accrue daily and shall be payable on each Interest Payment Date.

All interest shall accrue from day to day and be calculated on the basis of 365 days per year. Other payments of an accruing nature under this agreement shall accrue from day to day and be calculated on the basis of the actual number of days elapsed. Any certificate or determination by the Agent as to any rate of interest payable under this agreement shall, in the absence of manifest error, be conclusive and binding on the Borrower and the Lender.

Arrangement fee

The Borrower shall pay to the Agent a Loan Servicing Fee as set out on the Website and in the Borrower Loan Particulars. Such fee shall be payable on each Interest Payment Date and retained by the Agent for its own account.

Prepayment fee

In the event of prepayment of any amount of the Loan prepaid by the Borrower prior to the Repayment Date pursuant to clauses 7.2 and/or 4.4, the Borrower shall pay a Prepayment Fee, the details of which are set out on the Website and in the Borrower Loan Particulars. The Prepayment Fee is deducted from the Borrower's account when the prepayment is processed

Expenses

The Borrower shall pay, on demand and on a full indemnity basis, to the Agent and the Lender all costs and expenses (including but not limited to legal and out-of-pocket expenses) respectively incurred by it in connection with any actual or proposed amendment or extension of or any waiver or consent under this agreement and in contemplation of or otherwise in connection with the enforcement (or attempted enforcement) of, or preservation (or attempted preservation) of any rights under, this agreement and/or any other Finance Document or otherwise in respect of any money from time to time owing under this agreement.

Duties

The Borrower shall pay all stamp, documentary, registration, lodgement or other similar duties or Taxes (including any payable by the Agent or the Lender) imposed on or in connection with this agreement and/or any other document referred to in this agreement (if any) and shall indemnify the Agent and the Lender against any liability arising by reason of any delay or omission by the Borrower to pay such duties or Taxes.

Payment by deduction

The Agent shall be entitled to effect payment (to the extent not already discharged) of all fees, expenses and other sums due and payable by the Borrower under this agreement out of and by deduction from the Loan or from the sale of pledged Precious Metal as the Agent may choose and the Borrower irrevocably authorises the Agent to do so.

Each repayment or prepayment (in each case whether of principal or interest) under this agreement shall be made in the same currency in which the Loan was advanced to the Borrower.

All payments to be made by the Borrower under this agreement shall be made in full, without any set-off or counterclaim whatsoever and free and clear of any deductions or withholdings, in immediately available, freely transferable, cleared funds in the relevant currency to be received not later than 11.00am on the due date in the Borrower's Account.

The payment of interest in respect of a Loan is deducted by the Agent from the Borrower’s Account and credited to the Account of the Lender. If there are insufficient funds to pay the amount of interest due, the Agent is hereby authorised and instructed to sell Pledged Metal in order to pay said interest. The Borrower understands and agrees that this sale of Pledged Metal will have an adverse effect on the LTV ratio and could result in a margin call in respect of the Loan.

Account(s) maintained by LBT in connection with the Loan shall (save for manifest error) be conclusive evidence of the amounts from time to time owing by the Borrower to the Lender under this agreement.

All payments to be made by the Agent under this agreement (whether to the Lender or the Borrower) will be made net of any fees and/or charges owing by the Lender and/or the Borrower to the Agent pursuant to this agreement and/or the Security Document. The Lender and the Borrower hereby authorise and instruct the Agent to deduct such fees and/or charges owing to it from any amounts due to the Lender and/or the Borrower (as applicable) under this agreement.

The Borrower represents and warrants to the Agent and the Lender that:

its obligations under this agreement and any other Finance Document are its direct, general and unconditional obligations;

no Event of Default or Potential Default has occurred and is continuing;

it is not necessary or advisable that this agreement be filed, registered, recorded or enrolled with any court, public office or other authority in any jurisdiction or that any stamp, documentary, registration or similar Tax or duty be paid on or in relation to this agreement or any other Finance Document;

all information supplied by the Borrower to the Agent or the Lender in contemplation or for the purpose of this agreement, was true and accurate in all respects as at its date and not misleading; and such information did not omit anything, nor since the date of such information has anything occurred, which renders that information untrue or misleading in any material respect or which, if disclosed, might/would be likely to adversely affect the decision of a person considering whether to enter into this agreement; and all projections and statements of belief and opinion given by the Borrower to the Agent or the Lender were made honestly and in good faith after due and careful enquiry and remain valid;

all amounts payable by the Borrower under this agreement and any other Finance Document may be made without a deduction or withholding for or on account of Tax;

all authorisations required or desirable by the Borrower in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this agreement and any other Finance Document have been obtained or effected (as appropriate) and are in full force and effect; and

it has obtained and complied with all Material Consents (and the same are in full force and effect); and

it has provided the statements contained in Schedule 2 attached hereto as applicable.

In addition to the representations and warranties given by the Borrower in clause 11.1, if the Borrower is a body corporate, the Borrower represents and warrants to the Agent and the Lender that:

it is a limited liability company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has power to carry on its business as it is being conducted and to own its property and assets;

it has power and authority to execute, deliver and perform its obligations under this agreement and any other Finance Document and to use the Loan; all necessary action has been taken (and not revoked) to authorise the execution, delivery and performance of this agreement and any other Finance Document; and this agreement constitutes, and any other Finance Document is or when executed and delivered will constitute, its valid and legally binding obligation enforceable in accordance with the terms of this agreement or, as the case may be, Finance Document;

the execution delivery and performance of this agreement and any other Finance Document and the use of the Loan do not and will not:

contravene any law, regulation, directive, judgment or order to which it is subject; or

result in any Event of Default or Potential Default or actual or potential breach of or default under any obligation, agreement, instrument or Material Consent to which it is a party or by which it is bound or which it requires to carry on its business; or

contravene any provision of its memorandum and articles of association and/or statutes and/or constitutional documents; or

result in any limitation on its powers to borrow or incur Indebtedness being exceeded; or

result in the creation or imposition of or oblige it to create any Encumbrance on its undertaking or any of its assets, rights or revenues;

no litigation, arbitration or administrative proceeding and without limitation no dispute with any statutory or governmental authority is current or pending or to its knowledge threatened against it or any of its respective assets;

it is not in default in the payment of any due and payable Taxes or in the filing, registration or recording of any document or under any legal or statutory obligation or requirement;

it is not (nor/or would with the giving of notice or lapse of time or any certificate or the making of any determination or any combination of them be) in breach of or in default under any agreement relating to Indebtedness to which it or such company is a party or by which it or such company is bound;

there exists no Encumbrance over the whole or any part of the present or future undertaking, assets, rights or revenues (including uncalled capital) of itself or any of its Subsidiaries and no obligation to create any such Encumbrance;

no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of this agreement or any other Finance Document;

the execution by it of this agreement or any other Finance Document constitutes, and the exercise by it of its rights and performance of its obligations under this agreement and any other Finance Document will constitute, private and commercial acts performed for private and commercial purposes;

it will not be entitled to claim immunity from suit, execution or attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to this agreement or any other Finance Document;

it is not necessary under the laws of its jurisdiction of incorporation:

in order to enable the Agent or any Lender to enforce its rights under this agreement and any other Finance Document; or

by reason of the execution of this agreement or any other Finance Document or the performance by it of its obligations under this agreement or any other Finance Document,

that the Agent or any Lender should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation;

neither the Agent nor any Lender is or will be deemed to be resident, domiciled or carrying on business in its jurisdiction of incorporation by reason only of the execution, performance and/or enforcement of this agreement or any other Finance Document;

its:

irrevocable submission under this agreement to the jurisdiction of the courts of England;

agreement that this agreement is governed by English law; and

agreement not to claim immunity to which it or its assets may be entitled,

are legal, valid and binding under the laws of its jurisdiction of incorporation; and

any judgment obtained in England will be recognised and be enforceable by the courts of its jurisdiction of incorporation.

In addition to the representations and warranties given by the Borrower in clause 11.1, if the Borrower is a natural person, the Borrower represents and warrants to the Agent and the Lender that:

he has the capacity to execute, deliver and perform his obligations under this agreement and any other Finance Document and the transactions contemplated by them and to use the Loan;

he is not, by reason of illness or incapacity (whether mental or physical), incapable of managing his own affairs;

a court has not made an order or appointed a deputy under section 16 of the Mental Capacity Act 2005 (or any similar legislation in any another jurisdiction) in respect of the Borrower;

the execution, delivery and performance of the obligations in, and transactions contemplated by, this agreement and any other Finance Document does not and will not contravene any agreement or instrument binding on the Borrower or his assets, or any applicable law or regulation;

his obligations under this agreement and any other Finance Document are, subject to any general principles of law limiting obligations, legal, valid, binding and enforceable;

no litigation, arbitration or administrative proceedings are taking place, pending or, to the Borrower’s knowledge, threatened against him or any of his assets;

none of his assets are entitled to immunity on any grounds from any legal action or proceeding (including, without limitation, suit, attachment prior to judgment, execution or other enforcement);

no event or circumstance is outstanding which constitutes a default under any deed or instrument which is binding on the Borrower, or to which his assets are subject, which might have a material adverse effect on his ability to perform his obligations under this agreement or any other Finance Document;

he has not suspended, or threatened to suspend, payment of his debts, is not unable to pay his debts as they fall due, has not admitted inability to pay his debts and is not deemed either unable to pay his debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 (or any similar legislation in any other jurisdiction);

he has not commenced negotiations with all or any class of his creditors with a view to rescheduling any of his debts, and has not made a proposal for or entered into any compromise or arrangement with his creditors;

he is not the subject of a bankruptcy petition or order;

no person has become entitled to appoint a receiver over any of his assets, and no receiver has been appointed over any of his assets;

no creditor or encumbrancer has attached or taken possession of, and no distress, execution, sequestration or other such process has been levied or enforced on or sued against, any of his assets;

no event has occurred and no proceeding has been taken in any jurisdiction to which he is subject which has an effect equivalent or similar to any of the events mentioned in clause 11.3.9 to clause 11.3.13 (inclusive);

no stamp or registration duty or similar Tax or charge is payable under the law of his domicile in respect of this agreement or any other Finance Document;

neither the Agent nor any Lender is or will be deemed to be resident, domiciled or carrying on business in the Borrower’s domiciliation by reason only of the execution, performance and/or enforcement of this agreement or any other Finance Document;

the Security Document creates (or once entered into, will create) valid, legally binding and enforceable Security for the obligations expressed to be secured by it in favour of the Lender, having the priority and ranking expressed to be created in the Security Document and ranking ahead of all (if any) Security and rights of third parties except those preferred by law; and

the choice of English law as the governing law of this agreement and the other Finance Documents will be recognised and enforced in the jurisdiction of the Borrower’s domicile and any judgment obtained in England in relation to this agreement will be recognised and enforced in that jurisdiction.

Repetition

The representations and warranties in this clause 11 will be deemed to be repeated by the Borrower on and as of the date of the advance of the Loan and on each Interest Payment Date as if made with reference to the facts and circumstances existing at such respective date.

Effect of investigation

The rights and remedies of the Agent and the Lender in respect of any misrepresentation or breach of warranty on the part of the Borrower shall not be prejudiced or affected by any investigation of the Borrower or any other person by or on behalf of the Agent or the Lender or without limitation any other act or matter which, but for this provision, would or might prejudice or affect any such rights or remedies.

The Borrower undertakes with the Agent and the Lender that, so long as any Loan is in force or any monies or obligations are outstanding under this agreement:

it will ensure that its obligations under this agreement shall at all times rank at least pari passu with all its other present and future Indebtedness;

it will provide the Agent with such financial and other information concerning its business, assets and affairs and, if the Borrower is a body corporate, those of any of its Subsidiaries as the Agent, or any Lender through the Agent, may from time to time reasonably require;

it will obtain, maintain in full force and effect and comply with all Material Consents and any of their conditions;

it will promptly inform the Agent of any occurrence or circumstance which might adversely affect its ability to perform its obligations under this agreement or any other Finance Document and of any Event of Default or Potential Default;

if the Borrower is a body corporate, it will from time to time, immediately on request by the Agent, deliver to the Agent a certificate signed by two of its directors (or one director if there is only one) confirming that, save as may be notified in detail in such certificate, no Event of Default or Potential Default has occurred and is then subsisting;

it will comply in all respects with all laws to which it is subject where failure to do so is reasonably likely to have a material adverse effect on its business, assets or financial condition or its ability to perform its obligations under this agreement or any other Finance Document.

Identity of Borrower

If under any applicable law or regulation, or under the interpretation, administration or application of any law or regulation, the Agent is obliged to comply with any "know your customer" or other procedures concerning the identification of the Borrower, the Borrower shall as soon as practicable on request by or through the Agent supply all such documentation and evidence as is reasonably requested in order that the Agent is satisfied that it has complied with such obligation.

Events of Default

There shall be an Event of Default if:

the Borrower fails to pay in the currency and manner provided in this agreement, any sum payable by it under this agreement when due; or

the Borrower commits any breach of any provision of clauses 4.4, 4.5, 12.1.1 or 12.1.3; or

the Borrower commits any material breach of any other provision of this agreement or any other Finance Document, including any failure by the Borrower to comply with the margin requirements set out in clause 4, and either such breach is in the opinion of the Agent not capable of remedy or such breach is in the opinion of the Agent capable of remedy and is not remedied within 5 Business Days after the earlier of the date of notice by the Agent requiring such remedy or the date on which the Borrower first becomes aware of the breach; or

any representation or warranty made or deemed to be made or repeated by the Borrower in or pursuant to this agreement or any other Finance Document is or proves to have been untrue or incorrect when made or when deemed to be repeated with reference to the facts and circumstances existing at such time; or

any Indebtedness of the Borrower or any Subsidiary of the Borrower is not paid when due or becomes due or capable of being declared due or is placed on demand prior to its stated maturity (and, in the case of a guarantee or an indemnity, is called) and is not, in the opinion of the Agent, being disputed promptly and in good faith or any commitment for its Indebtedness is cancelled or suspended as a result of an event of default (howsoever described); or

any Encumbrance to secure any Indebtedness of the Borrower or any Subsidiary of the Borrower becomes enforceable; or

an encumbrancer takes possession or a receiver or administrative receiver or manager is appointed of the whole or any part of the undertaking, assets, rights or revenues of the Borrower or any Subsidiary of the Borrower or a distress or other process is levied or enforced upon any of the assets, rights or revenues of the Borrower or any Subsidiary of the Borrower; or

a petition is presented to, or any order is made by, any competent court or resolution is passed for the appointment of an administrator in relation to the Borrower or any Subsidiary of the Borrower or any corporate action, procedure or step is taken by any person for the purpose of or with a view to the administration of the Borrower or any Subsidiary of the Borrower; or

the Borrower or any Subsidiary of the Borrower is, or is adjudicated or found or deemed to be, insolvent or stops or suspends payment of its respective debts or is (or is deemed to be) unable to or admits inability to pay its respective debts as they fall due or proposes or enters into any voluntary arrangement or any composition or other arrangement for the benefit of its creditors generally or proceedings are commenced in relation to the Borrower or any Subsidiary of the Borrower under any law regulation or procedure relating to reconstruction or adjustment of debts; or

any petition is presented by any person or any order is made by any competent court or any resolution is passed by the Borrower or any Subsidiary of the Borrower for its winding-up or dissolution or for the appointment of a liquidator of the Borrower or any Subsidiary of the Borrower; or

the Borrower or Subsidiary of the Borrower ceases or threatens to cease to carry on the whole or a substantial part of its business; or

this agreement or any other Finance Document is or becomes (or is alleged to be) unlawful or unenforceable or ineffective in any respect or is repudiated by the Borrower in any material respect; or

any Material Consent is withdrawn or revoked or expires or is modified or made subject to any condition which in the opinion of the Agent may affect the Borrower or any Subsidiary of the Borrower or its respective ability to perform or comply with any of its respective obligations under this agreement or any other Finance Document; or

the Borrower becomes a Subsidiary of any other person or one person or more than one person acting in concert (within the meaning of The City Code on Takeovers and Mergers), not having such control at the date of this agreement, obtain(s) control (as defined in section 840 of the Income and Corporation Taxes Act 1988) of the Borrower; or

the Borrower or any subsidiary of the Borrower:

by reason of actual or anticipated financial difficulties, begins negotiations with any creditor for the rescheduling of any of its indebtedness; or

a moratorium is declared in respect of any of its indebtedness; or

a meeting of the Borrower or any Subsidiary of the Borrower is convened for the purpose of considering any resolution for (or to petition for) its winding-up, administration or dissolution or any such resolution is passed; or

any other event or series of events or any circumstances whether related or not (including but without limitation any adverse change in the business, assets or financial condition of the Borrower or any Subsidiary of the Borrower) occur(s) or arise(s) which, in the opinion of the Agent may a material adverse effect on the Borrower or any such Subsidiary, or its respective ability or willingness to perform or comply with any of its respective obligations under this agreement and/or any other Finance Document.

Default Procedures

The margin call principles applied to the Loan are set out in clause 4.

The Lender agrees that it will not take any enforcement action or commence any process against any Borrower in its own name but will act only through LBT (as agent of the Lender) in accordance with this agreement and the Customer Agreement.

Upon the occurrence of an Event of Default, LBT (as agent for the Lender) will enforce the Security Document and sell Pledged Metal in order to repay the Loan and any interest, fees and charges (as the case may be) payable by the Borrower under this agreement and the Security Document. In selling Pledged Metal, LBT will transfer the required quantity of Pledged Metal to the buyer thereof and the Borrower acknowledges and agrees thereto.

Calculations made by LBT of monies due to the Lender are made available on request by the Lender normally within one Business Day of such request. Save as may be specified in any applicable inter-creditor or priority document to the contrary, all monies arising from the enforcement of any Security Documents will be paid in the following order:

first, to meet any costs incurred in respect of any enforcement action by LBT and/or by any manager, receiver or administrator appointed by LBT;

second, to meet the payment of any outstanding fees due to LBT and any brokers or introducers in respect of the relevant Loan;

third, to meet the payment of outstanding interest on the relevant Loan; and

fourth, to repay the principal amount outstanding on that Loan.

Rights on a Default

Without prejudice to any rights of the Agent or the Lender, upon and at any time after the happening of an Event of Default, so long as the same is continuing:

the Loan will become immediately due and payable, whereupon the Borrower shall immediately on written notice from the Agent repay the same together with all interest accrued and all other sums payable under this agreement; and/or

the Agent will exercise its rights under the Security Documents.

Indemnities

The Borrower shall on demand indemnify the Agent and the Lender against any liability, loss or expense which the Agent or such Lender shall certify as incurred by it as a consequence of:

any default in payment by the Borrower of any sum under this agreement when due;

the occurrence of any Event of Default;

any statement in, conduct relying on or omission or alleged omission from:

any information memorandum, prospectus, offering circular or loan proposal authorised by it; or

any other document or information prepared or authorised by it;

any repayment or prepayment of the Loan being received otherwise than on an Interest Payment Date;

any Loan not being made for any reason (excluding any default by the Agent or a Lender) or not being denominated in the currency originally selected; or

the Agent investigating any event which the Agent reasonably believes to be an Event of Default or a Potential Default or, without limitation, the Agent acting or relying on any notice which the Agent reasonably believes to be genuine, correct and appropriately authorised

including in any such case, but not limited to, any loss of profit and any loss or expense incurred in maintaining or funding the Loan or other sum or in liquidating or re-employing deposits from third parties acquired or contracted for in order to effect or maintain the same.

The Borrower shall indemnify and hold harmless the Agent and the Lender against, and reimburse to each such person within three Business Days of demand, an amount equal to the loss, liability or cost which the Agent or such Lender determines will be or has been (directly or indirectly) suffered for or on account of Taxes by the Agent or such Lender in respect of a Finance Document as a result of the nature of the business of the Borrower or its principal place of business.

Appointment of the Agent

The Lender irrevocably appoints the Agent to act as its agent for the purpose of this agreement and irrevocably authorises the Agent on its behalf to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with this agreement and any other incidental rights, powers and discretions. The Agent may act through its directors, officers, employees, attorneys and agents.

The relationship between the Agent and the Lender is that of agent and principal only. The Agent shall not be trustee or fiduciary for any other person and need not hold in trust any monies paid to it for any other party.

Responsibility of the Agent

The Agent shall have only those duties obligations and responsibilities which are expressly specified in this agreement and where duties obligations and responsibilities are expressly specified in this agreement the Agent is authorised by the Lender to perform them and must perform them (without seeking further confirmation from the Lender).

The Agent shall not be responsible to any other party for:

the execution, authenticity, validity, enforceability or adequacy of this agreement or any other document;

the sufficiency or accuracy of any representations, warranties or statements made in or in connection with this agreement or any other document;

whether or not amounts payable under this agreement are actually paid (when due or without limitation otherwise); or

any other failure of any other person to perform its respective obligations under this agreement or any other document.

The Agent may:

rely on any original or copy of any notice, document or signature believed by it to be authentic;

rely on any statement made by any person regarding any matters which may reasonably be assumed to be within his knowledge; and

select, engage, pay for and (whether or not engaged by it) rely on lawyers, accountants, surveyors or other professional advisers

and shall not be liable to any other party to this agreement for any consequences of such reliance.

Information

The Agent shall not be obliged now or in the future to provide any Lender with any information concerning the business, financial condition, creditworthiness, status or affairs of the Borrower. The Lender acknowledges and agrees that loans they make through the Website or through other facilities provided by LBT are made via the Agent and that the Borrower’s personal details remain confidential and not disclosed to any person other than the Agent.

The position of the Agent

The Agent may:

carry on any banking or other business, with, any Lender or with the Borrower;

act as agent for or in relation to any financing involving any Lender or the Borrower;

retain for its own account any fees, profits or other remuneration payable to it as Agent under this agreement or in relation to any of the above matters.

Liability

Neither the Agent nor any director, officer, employee, attorney or agent of the Agent shall be liable to any other person for any action taken or not taken by it or them under or in connection with this agreement or any other Finance Document, unless caused by its or their gross negligence or wilful misconduct.

Indemnities

The Lender shall immediately on demand indemnify the Agent against any liability, loss, cost or expense incurred by or imposed on or claimed from the Agent in any way relating to or arising out of its acting as the Agent except to the extent that the liability loss or expense arises from the Agent’s gross negligence or wilful misconduct or is part of its normal administrative costs and expenses.

The Borrower shall immediately on demand reimburse the Lender (including the Agent, in its capacity when acting for the Lender) for any payment made by it under clause 16.6.1 above. The liability of the Borrower shall not be limited or affected by clause 16.6.1 above.

Compliance

The Agent shall not be obliged to do anything which would or might, in its opinion, be contrary to any law, regulation or official directive or request of any jurisdiction or render it liable to any person and may do anything which, in its opinion, is necessary or desirable to comply with any such law, regulation, directive or request. Without limitation, the Agent need not disclose any information relating to the Borrower if disclosure would or might, in the opinion of the Agent, be contrary to any duty of secrecy or confidentiality or otherwise render it liable to any person.

Changes of Agent

The Agent may resign (without stating any reason) by giving notice to the Lender and the Borrower in which case the Agent may immediately appoint as successor Agent any affiliate of the Agent. Failing such appointment, the Lender may, or where a Crowd Lending Group exists, the Majority Crowd Lenders may, appoint a successor Agent.

If the appointment of a successor Agent is to be made by the Lender but it has not, within 30 days after the Agent’s notice of resignation, appointed a successor Agent which accepts the appointment, the Agent may appoint a successor Agent.

The resignation of the Agent and the appointment of any successor Agent will both become effective when and only when the successor Agent notifies all the parties that it accepts the appointment, upon which:

the successor Agent shall succeed to and be vested with all the rights, powers and duties of the retiring Agent as if a party to this agreement in the capacity of the Agent;

the retiring Agent shall continue to have the benefit and protection of this clause 16 in respect of the period while it was the Agent; and

subject to clause 16.8.4 below, the retiring Agent shall have no further obligation as Agent under this agreement.

The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this agreement.

In this clause16.8, an "affiliate" of a person means any subsidiary or holding company of such person or any subsidiary of any such holding company (in each case within the meaning given to such expressions by section 1159 of the Companies Act 2006).

Where a Crowd Lending Group exists, the term "Loan" in these Standard Loan Terms and Conditions shall mean the aggregate of all Crowd Loans made to a Borrower by the Crowd Lenders in the Crowd Lending Group or (as the context requires) the principal aggregate amount outstanding for the time being of such Crowd Loans.

Instructions of Majority Crowd Lenders

The Agent shall (subject as otherwise provided in this agreement) act or refrain from acting in accordance with any instructions of the Majority Crowd Lenders in connection with any matter, whether or not expressly provided for in this agreement, and shall be fully protected if it so acts or refrains from acting in accordance with any such instructions. However, the Agent shall not be obliged to seek instructions as to the exercise of any right, power or discretion or as to any such matter and, in the absence of instructions, the Agent may act as it sees fit. Any instructions given by the Majority Crowd Lenders shall be binding on all the Crowd Lenders.

Before it commences any proceedings or takes any action under or in respect of this agreement, the Agent may require an indemnity and/or security satisfactory to it, whether by way of payment in advance or otherwise, against all liabilities losses costs and expenses which it would or may incur in doing so.

Crowd Lender Arrangements

If any Crowd Lender (the "Subject Lender") receives or recovers any payment or satisfaction in respect of any sums due under this agreement in respect of a Crowd Loan (whether by voluntary or involuntary payment or the exercise of any right of set-off or combination of accounts or otherwise) in an amount which, in proportion to that Crowd Lender’s respective participation as part of the Crowd Lending Group, is greater than the payment or satisfaction received or recovered by any other Crowd Lender in that Crowd Lending Group (such greater amount being in this clause called the "Excess") then:

the Subject Lender shall immediately notify the Agent of its receipt or recovery of the Excess;

the Subject Lender shall, within five Business Days after demand by the Agent, pay to the Agent an amount equal to the Excess (in this clause called an "Excess Payment");

the amount of the Excess shall, as between the Borrower and the Subject Lender, be treated as not having been paid; and

the Agent shall, as soon as practicable calculate the pro rata share of the Excess due to each Crowd Lender on the basis of the aggregate sums received or recovered by each Crowd Lender (which calculation shall be conclusive in the absence of manifest error), notify the Crowd Lenders accordingly and distribute the amount of the Excess Payment to the Crowd Lenders entitled to it. Such distribution shall be treated as if it had been paid by the Borrower.

LBT shall not implement any of the following proposed courses of action without having the consent or deemed consent of the Majority Crowd Lenders:

the issue of any waiver letter in respect of a Crowd Loan; or

the restructuring of the Crowd Loan or any Pledged Metal relating thereto.

In relation to a proposed course of action, each Crowd Lender shall be deemed to have given its consent to such proposal if LBT shall have arranged a poll on the proposal and it shall have been approved in that poll by the Majority Crowd Lenders.

Any communication from LBT which requires a Lender to vote on a particular course of action must be responded to by the Lender within three Business Days. If the Lender does not vote within such time period then that Lender and the amount lent by that Lender will be disregarded for that particular vote. There is no quorum required for a valid decision to be made.

Where there are more than two courses of action on which to vote, LBT shall use reasonable endeavours to devise a poll that provides clear alternative choices to the Crowd Lenders.

On a poll, each Crowd Lender shall have one vote for every unit of currency of the nominal value of the Loan held by it. LBT shall be obliged to act in accordance with the alternative that has received the highest number of votes, provided that the vote count represents the number of votes held by the Majority Crowd Lenders.

In the event of a tie because two or more alternatives receive the same number of votes, the winning proposal shall be the one which received its total votes first in order of time, and LBT shall take action accordingly. LBT shall communicate the decision made to all Crowd Lenders as soon as reasonably practicable.

Notwithstanding the fact that all Security Documents are held by LBT as agent for the Crowd Lenders, any enforcement action which is directed by the Crowd Lenders under this clause 17 will be undertaken by LBT acting in accordance with this agreement.

In the case of a prepayment (partial or whole) by the Borrower, the Agent will appropriate such payment towards such of the obligations of the Borrower under this agreement to the Crowd Lenders in amounts pro-rata to their respective Crowd Loans.

In the event that the Agent determines (in its absolute discretion) that it is necessary to wind-down LBT, the Agent will notify the Lender and the Borrower by serving a Wind-Down Notice on each of them. Without prejudice to any rights of the Agent or the Lender and notwithstanding any terms to the contrary contained in any part of the Loan Agreement, upon the issuance of a Wind-Down Notice the Loan will become due and payable by the Borrower on the 30th calendar day following the date of the Wind-Down Notice, whereupon the Borrower shall immediately repay the Loan together with all interest accrued and all other sums payable under this agreement.

If the Borrower fails to comply with its obligations set out in clause 18.1 above, LBT (as agent for the Lender) will enforce the Security Document and sell Pledged Metal in order to repay the Loan and any interest, fees and charges (as the case may be) payable by the Borrower under this agreement and the Security Document. In selling Pledged Metal, LBT will transfer the required quantity of Pledged Metal to the buyer thereof and the Borrower acknowledges and agrees thereto. The provisions of clause 13.2.4 shall apply to this clause.

No Prepayment Fee will arise following any prepayment made by the Borrower pursuant to this clause 18.

Set-off

The Agent may, without prior notice to the Borrower, apply any credit balance (whether or not then due and in whatever currency), any Pledged Metal and, subject to exhausting the Pledged Metal first, any unpledged Precious Metal, which is at any time held by the Agent for the account of the Borrower in or towards satisfaction of any sum then due and payable from the Borrower under this agreement.

For the purposes of exercising any rights under this clause, or any rights under the general law, the Agent may convert or translate all or any part of such a credit balance or Precious Metal into any currency applying a rate which in its opinion fairly reflects prevailing rates of exchange.

The Agent is not obliged to exercise any of its rights under this clause, which shall be without prejudice and in addition to any rights under the general law.

In this clause "rights under the general law" means any right of set-off, combination or consolidation of accounts, lien or similar right which any Lender has under any applicable law.

Assignment

This agreement shall be binding upon, and enure for the benefit of, each of the parties to this agreement and their respective successors and permitted assigns (and any person to whom any Lender shall transfer or novate any rights and/or obligations under this agreement).

The Borrower may not assign or transfer any of its respective rights, benefits or obligations under this agreement.

Language

All notices or communications under or in connection with this agreement (including without limitation documents to be delivered pursuant to clause 4.1) shall be in English or, if in any other language, accompanied by a translation into English certified as the Agent may require. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

Change of Currency

If at any time more than one currency or currency unit are recognised by the central bank of, or having jurisdiction in, any country as the lawful currency of that country:

for so long as the currency or currency unit in which the provisions of and obligations under this agreement are expressed (the "express currency") shall remain so recognised, those provisions and obligations shall remain denominated and paid or satisfied in that currency or currency unit;

if the express currency ceases to be so recognised, any reference in this agreement to that currency or currency unit shall be translated into and become payable in the currency or currency unit of that country designated by the Agent; and

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent in the manner officially prescribed in relation to such official rate or, if and to the extent not so recognised or prescribed, in such manner as the Agent may reasonably determine.

If any change in any currency of a country occurs, this agreement will be amended to the extent the Agent, specifies to be necessary in the light of the change in currency and to put the Lender as far as practical in the same position as they would have been but for such change in currency.

This agreement and the documents referred to in it contain the whole agreement between the parties relating to the transactions contemplated by this agreement and supersede all previous agreements between the parties relating to these transactions.

Each party acknowledges that in entering into this agreement it has not relied on any representation, warranty, agreement, statement or other assurance (except those set out in this agreement) made by or on behalf of any party and that (in the absence of fraud) it will not have and it hereby explicitly waives any right or remedy arising out of any representation, warranty, agreement, statement or other assurance not set out in this agreement.

No variation or agreed termination of this agreement shall be of any force or effect unless in writing and signed by each party.

Any failure to exercise or any delay in exercising any right or remedy under this agreement shall not constitute a waiver of that right or remedy or a waiver of any other right or remedy and no single or partial exercise of any right or remedy under this agreement will prevent any further exercise of that right or remedy or the exercise of any other right or remedy.

This agreement is personal to the parties and no party shall, without the prior written consent of each other party, assign, declare itself as trustee or otherwise dispose of or sub-contract, delegate, mortgage or charge any interest under this agreement. No party shall sub-contract or delegate in any manner any or all of its obligations under this agreement to any third party or agent. Each party is acting on its own behalf and not for the benefit of any other person.

A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

Any notice or other communication under or in connection with this agreement shall be in writing and shall be sent by the Agent to the Lender's or Borrower's Account, or the email address provided by the Lender or Borrower, and by a Lender or Borrower to the Agent at the Agent’s contact email address at notices@lendborrowtrust.com.

Any notice or other communication shall be deemed to have been duly given if sent in accordance with the immediately preceding clause, on the Business Day following the day on which it is sent.

This agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to the existence, validity or termination of this agreement or any non-contractual obligation arising out of or in connection with this agreement) (a "Dispute").

The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

Clauses 21.2, 21.3 and 21.4 are for the benefit of the Agent only. As a result, the Borrower undertakes not to commence proceedings relating to a Dispute in any other jurisdiction other than England. To the extent allowed by law, the Agent may take concurrent proceedings in any number of jurisdictions.

Evidence required by the Agent (for itself or any Lender) for the purpose of any "know your customer" requirements.

Each fee payable pursuant to clause 9 to the extent due and payable and not deductible from the Loan.

The Security Document and any ancillary documents.

Any Material Consent (or, if the Agent so agrees, a copy thereof certified as the Agent may require) necessary or expedient, in the opinion of the Agent, for the entering into and performance of this agreement by any person and/or the use of the Loan by the Borrower.

A copy, certified to the satisfaction of the Agent, of any other consent, licence, document, opinion or assurance which the Agent considers necessary or desirable in connection with the execution, delivery and performance of this agreement any other Finance Document and the transactions contemplated by this agreement.

If the Borrower is a natural person, a statement as defined in Schedule 2.1 of high net worth made in relation to the Borrower as specified in Schedule 2 for the purposes of articles 60H and 60Q of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001. This statement must be signed by a professional accountant as specified in Schedule 2.1.

If the Borrower is a company:

a certified copy of the constitutional documents and the register of members of the Borrower, if the Agent so requests; and

a certified copy of a resolution of the board of directors of the Borrower approving this agreement and any other Finance Document required to be delivered under this agreement to which it is expressed to be a party, authorising the person(s) executing the same to do so and authorising a person or persons to sign all notices or other communications to be given or made by or on behalf of the Borrower under this agreement or any such Finance Document.

Statement of High Net Worth

(articles 60H(1) and 60Q of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001)

I/We*(insert full name) ..............................................................

of (insert address and postcode)

...............................................................................

confirm that I am/we* are a person qualified to make a statement of high net worth under rules made by the Financial Conduct Authority, by virtue of the fact that I am/we* are an accountant who is a member of (tick all that apply):

the Institute of Chartered Accountants in England and Wales;

the Institute of Chartered Accountants of Scotland;

the Institute of Chartered Accountants in Ireland;

the Association of Chartered Certified Accountants;

the Chartered Institute of Management Accountants;

the Chartered Institute of Public Finance and Accountancy;

the Association of International Accountants;

the Association of Accounting Technicians;

the Institute of Financial Accountants; and

a professional body for accountants established in a jurisdiction outside the United Kingdom.

In my/our* opinion (insert full name of borrower)

...............................................................................

of (insert address and post code of borrower)

...............................................................................

is an individual of high net worth because he/she*

received during the previous financial year net income totalling an amount of not less than £150,000*; and/or

had throughout that year net assets with a total value of not less than £500,000*.

I/We* declare that I am/we are* not connected to any person who is a lender/owner offering credit agreements/consumer hire agreements*.

* Delete as appropriate.

In this statement:

'financial year' means a period of one year ending with 31st March;

'net assets' shall not include:

the value of the borrower's primary residence or any loan secured on that residence;

any rights of the borrower under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; and

any benefits (in the form of pensions or otherwise) which are payable on the termination of the service of the borrower or on his retirement and to which he is (or his dependents are), or may be, entitled.

'net income' means the total income of the borrower from all sources reduced by the amount of income tax and national insurance contributions payable in respect of it; and

'previous financial year' means the financial year immediately preceding the financial year during which the statement is made.

Declaration by High Net Worth Borrower

(articles 60H(1) and 60Q of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001)

I confirm that I have received a copy of the statement of high net worth made in relation to me for the purposes of article 60H(1)(d) or article 60Q(c) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001.

I understand that by making this declaration I will not have the benefit of the protection and remedies that would be available to me under the Financial Services and Markets Act 2000 or the Consumer Credit Act 1974 if this agreement were a regulated agreement under those Acts.

I understand that this declaration does not affect the powers of the court to make an order under section 140B of the Consumer Credit Act 1974 in relation to a credit agreement where it determines that the relationship between the lender and the borrower is unfair to the borrower.

I am aware that if I am in any doubt as to the consequences of making this declaration then I should seek independent legal advice.

In this Pledge, unless defined herein or the context otherwise requires, capitalised terms have the same meanings as given to them in the Lend & Borrow Trust Customer Agreement.

The rules of interpretation set out in clause 26 of the Lend & Borrow Trust Customer Agreement apply to this Pledge.

The Pledgor covenants to comply with the terms of the Loan Agreement and to pay and discharge the Secured Liabilities to the Lender.

In consideration for the benefits contained in the Loan Agreement, the Pledgor grants to LBT, as agent for the Lender, a pledge on the Pledged Metal which shall be a continuing security for the payment or discharge of the Secured Liabilities.

The Pledgor represents and warrants to LBT and undertakes that:

it has good title to the Pledged Metal and that the documents referred to in clause 26.1.48 (c) of the Customer Agreement are valid and that there are no monies or liabilities outstanding in respect of the Pledged Metal and it will remain free from any pledge, mortgage, charge, lien or any other encumbrance;

the Pledged Metal is physically located in the Approved Vault and the Pledgor will not remove it from the Approved Vault or purport to do so;

following any loss or damage to any of the Pledged Metal, the Pledgor will pay forthwith to LBT all sums recovered by the Pledgor under any insurance policy and pending payment will hold all such sums on trust for LBT;

it has the necessary power and authority to enter into and perform its obligations under this Pledge;

this Pledge constitutes legal, valid, binding and enforceable obligations effective in accordance with its terms;

this Pledge does not and will not conflict with or result in any breach or constitute a default under any agreement, instrument or obligation to which the Pledgor is a party or by which it is bound;

the Pledge has been properly executed by the Pledgor and all necessary authorisations and consents to enable or entitle the Pledgor to enter into this Pledge have been obtained and will remain in full force and effect at all times during the subsistence of the security constituted by this Pledge;

to the best of its knowledge, no litigation, arbitration or administrative proceeding is taking place, pending or threatened against them or any of their property or assets before any court, arbitrator or administrative agency or authority which would have a material adverse effect on the Pledged Metal or the ability of the Pledgor to perform at all times its obligations under this Pledge;

no insolvency proceedings have occurred in respect of the Pledgor;

the Pledgor has not sold or otherwise disposed of or agreed to sell or otherwise dispose of or granted or agreed to grant any option or made any other commitment in respect of all or any of its rights, title and interests in and to the Pledged Metal or any part thereof and will not do any of the foregoing at any time during the subsistence of this Pledge;

the Pledgor shall not do or cause or permit anything to be done which may adversely affect the security created or purported to be created by this Pledge; and

the Pledgor shall not (and shall not purport to) at any time during the subsistence of this Pledge, sell, grant interest in or otherwise dispose of all or any part of the Pledged Metal.

LBT shall be entitled (but without any obligation to do so and without being responsible for any loss or damage resulting from any omission to do so) to transfer the Pledged Metal to another Approved Vault as LBT deems necessary from time to time in its absolute discretion, and the Pledgor hereby irrevocably agrees and authorises LBT to do so. All costs associated with the transfer of the Pledged Metal to another Approved Vault shall be reimbursed by the Pledgor on demand and until so reimbursed shall carry interest as mentioned in the definition of "Secured Liabilities" from the date of payment to the date of reimbursement.

The Pledgor irrevocably authorises LBT and its agents and nominees as the agent of the Pledgor to execute all documents and do all other acts and things whatsoever which LBT considers necessary or desirable to perfect its security or to effect any sale of any of the Pledged Metal or to enforce any rights to which the Pledgor or LBT is entitled in connection with the Pledged Metal.

The security constituted by this Pledge shall become immediately enforceable if an Event of Default occurs or if the Pledgor fails to comply with its obligations set out in clause 18.1 of the Standard Loan Terms and Conditions following the issuance of a Wind-Down Notice by LBT (each a "Relevant Event").

Upon the occurrence of a Relevant Event, LBT will, without further notice to the Pledgor, sell, transfer or assign or otherwise dispose of the Pledged Metal in such manner and generally on such terms and conditions and for such consideration as LBT may in its absolute discretion think fit.

LBT will apply the proceeds of the sale or other disposal of the Pledged Metal in or towards the payment of the costs incurred and the Secured Liabilities whether or not then due and payable in such order as LBT may in its absolute discretion determine.

Sections 93 and 103 of the Law of Property Act 1925 shall not apply to this Pledge.

LBT shall not be liable to account to the Pledgor (whether as mortgagee in possession or on any other basis) for anything except its actual receipts or be liable to the Pledgor for any loss or damage arising from the possession or realisation of the Pledged Metal or for any act default or omission in relation to them whether on the part of LBT or any of its agents or nominees.

For the purpose of or pending the discharge of any of the Secured Liabilities LBT may convert any monies realised by LBT under this Pledge (including the proceeds of any previous conversion) from their existing currency into such other currency as LBT may think fit and any such conversion shall be effected at LBT’s then prevailing spot selling rate of exchange for such other currency against the existing currency. As a separate and independent obligation the Pledgor agrees to indemnify and hold harmless LBT against any shortfall between any amount realised by it under this Pledge and converted in accordance with this clause into the currency in which such amount was payable and the amount in such currency which was due and payable to the Lender.

At the end of the Security Period, LBT shall execute and do all such acts and things as may be necessary to release the Pledge and (if required) discharge the Pledgor from its liability and the security created under this Pledge. LBT shall record the release of the Pledge and inform the Pledgor of such release.

If after the release of the Pledge, the payment of any Secured Liability is cancelled by a court or otherwise, the Pledgor shall immediately grant a new first-ranking security on identical terms over the Pledged Metal until such Secured Liabilities are paid in full and the Security Period shall be reinstated and extended until such time.

LBT shall grant an express release of such quantity of the Pledged Metal as it is required to release from the security constituted by this Pledge from time to time in accordance with the provision of clause 4.7 of the Standard Loan Terms and Conditions upon the written demand of the Pledgor.

The Pledgor shall whenever requested by LBT immediately execute and sign all such transfers and documents and do all such things as LBT may require at the Pledgor’s cost for the purpose of perfecting the Pledgor’s title to any of the Pledged Metal or facilitating the delivery of any of the Pledged Metal to LBT, its agents or nominees or facilitating any sale or other disposition of any of the Pledged Metal or more effectively providing security to the Lender for the payment and discharge of the Secured Liabilities.

All costs charges and expenses incurred by LBT in relation to this Pledge or the Secured Liabilities shall be reimbursed by the Pledgor to LBT on demand on a full indemnity basis and until so reimbursed shall carry interest as mentioned in the definition of "Secured Liabilities" from the date of payment to the date of reimbursement.

LBT and its agents shall be entitled to be indemnified on a full indemnity basis against all actions, claims, liabilities, costs, charges and expenses suffered or incurred by them directly or indirectly in connection with the Pledged Metal or in the exercise or purported exercise of any of the powers or discretions to which they are entitled under this Pledge and LBT may retain and pay all sums in respect of the same out of the proceeds of sale of the Pledged Metal.

The security constituted by this Pledge shall be in addition to and shall not be prejudiced determined or affected nor operate so as in any way to determine prejudice or affect any other security which LBT and/or Lender may now or at any time in the future hold for or in respect of all or any part of the Secured Liabilities, nor shall any prior security held by LBT and/or Lender over the Pledged Metal or any part of them merge in the security constituted by this Pledge which will remain in force and effect notwithstanding any intermediate settlement of account as a continuing security until discharged by LBT.

LBT may without discharging or in any way affecting the security created by this Pledge or any remedy of LBT grant time or other indulgence or abstain from exercising or enforcing any remedies securities guarantees or other rights which it may now or in the future have from or against the Pledgor and may make any other arrangement variation or release with any person or persons without prejudice either to this Pledge or liability of the Pledgor for the Secured Liabilities.

The provisions of this Pledge shall be severable and if at any time any one or more such provisions are or become invalid illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be impaired.

The rights and remedies of LBT provided by this Pledge are cumulative and are not exclusive of any rights powers or remedies provided by law and may be exercised from time to time and as often as the Lender may deem expedient.

Any reference in this Pledge to any statute or any section of any statute shall be deemed to include reference to any statutory modification or re enactment thereof for the time being in force.

This agreement and the documents referred to in it contain the whole agreement between the parties relating to the transactions contemplated by this agreement and supersede all previous agreements between the parties relating to these transactions.

Each party acknowledges that in entering into this agreement it has not relied on any representation, warranty, agreement, statement or other assurance (except those set out in this agreement) made by or on behalf of any party and that (in the absence of fraud) it will not have and it hereby explicitly waives any right or remedy arising out of any representation, warranty, agreement, statement or other assurance not set out in this agreement.

No variation or agreed termination of this agreement shall be of any force or effect unless in writing and signed by each party.

Any failure to exercise or any delay in exercising any right or remedy under this agreement shall not constitute a waiver of that right or remedy or a waiver of any other right or remedy and no single or partial exercise of any right or remedy under this agreement will prevent any further exercise of that right or remedy or the exercise of any other right or remedy.

This agreement is personal to the parties and no party shall, without the prior written consent of each other party, assign, declare itself as trustee or otherwise dispose of or sub-contract, delegate, mortgage or charge any interest under this agreement. No party shall sub-contract or delegate in any manner any or all of its obligations under this agreement to any third party or agent. Each party is acting on its own behalf and not for the benefit of any other person.

A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

Any notice or other communication under or in connection with this agreement shall be in writing and shall be delivered personally or by commercial courier to the parties due to receive the notice or communication at its address provided upon registration with LBT or at such other address as the relevant party may specify by notice in writing to the other parties.

Any notice or other communication shall be deemed to have been duly given if delivered personally when left at the address referred to in the immediately preceding clause, or delivered by commercial courier on the date of signature of the courier’s receipt.

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

The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

To start an Auction, you submit a Proposal to Lend or a Proposal to Borrow. By submitting a Proposal to Lend, you are offering the amount of funds, interest rate and period of time at which you are willing to lend. By submitting a Proposal to Borrow, you are requesting the amount of funds at the interest rate and period of time that you would like to borrow.

Once the Auction commences, you may not change or cancel your proposal except in extraordinary circumstances and only with the approval of LBT.

To participate in an Auction in progress, you submit bids. When you submit a Bid to Borrow in relation to a Proposal to Lend, you are bidding the amount and interest rate at which you want to borrow. When you submit a Bid to Lend in relation to a Proposal to Borrow, you are bidding the amount and interest rate at which you want to lend.

Once you submit a bid in relation to a Proposal to Lend or Proposal to Borrow, you cannot change or cancel your bid except in extraordinary circumstances and only with the approval of LBT.

A bid is successful provided it is not outbid during the Auction. Once the amount stated in a Proposal to Lend or Proposal to Borrow has been met, your bid may be wholly or partially outbid by bids made at lower interest rates in relation to your Bid to Lend or by higher interest rates in relation to your Bid to Borrow.

If two identical bids are submitted in the same Auction, the bid that is submitted first is ranked prior to the later bid.

If a Customer makes multiple bids in one Auction, each successful bid is presented at the end of the Auction to the initiator of the Auction. If two or more bids by the same Customer are accepted in one Auction, the accepted bids for that Customer are combined into one Loan.

A Proposal to Lend or a Bid to Lend cannot be submitted unless you have available funds in your Account at least equal to your proposal or bid. Approved Lenders cannot submit Proposals to Lend that exceed the approved lending amount. A Proposal to Borrow or a Bid to Borrow cannot be submitted unless you have available Precious Metal in your Account to meet the collateral requirements for your proposal or bid.

When initiating a proposal or submitting a bid, the funds (unless your are an Approved Lender) or Precious Metal required for each proposal and bid are locked in your Account and not available for other Auctions or withdrawal from your Account.

There is no limit to the number of proposals or bids you may submit, which may be made in one or more Auctions in different amounts and/or interest rates and in the case of proposals, for different periods of time.

A Proposal to Lend must be at least £25,001. The minimum amount of a Bid to Lend must be at least £5,000 if the Borrower is a business and £60,261 if the Borrower is an individual. There is no maximum amount.

A Proposal to Borrow and Bid to Borrow must meet the minimum borrowing requirement for individuals (£60,261) and businesses (£25,001). There is no maximum amount.

Auctions conclude at 12.00 noon United Kingdom time on the Auction Closing Date chosen by the Customer who initiates the Auction. The Auction Closing Date must be a Business Day. If no bids were placed, the Auction is automatically archived, and funds and Precious Metal related to the Auction are unlocked.

LBT may decide in its discretion to extend the Auction, during which there could be further bidding, or to end the Auction early. The initiator of an Auction may ask to end the Auction early if sufficient bids have been entered in an amount and at an interest rate that are acceptable to the initiator.

LBT reserves the right to withdraw bids, proposals and Auctions from the Marketplace at any time and for any reason.

In the event that successful bids at least match the terms of your Proposal to Lend, you are committed to lending the amount in your Proposal to Lend. On the Auction Closing Date, LBT contacts each bidder, who then has one Business Day to decide whether to proceed with borrowing.

In the event that successful bids do not equal the amount and/or do not at least match the Interest Rate of your Proposal to Lend, you have one Business Day after the Auction Closing Date to decide whether to proceed by accepting any of the bids submitted in response to your Proposal to Lend. For accepted bids, LBT contacts the bidder who has one Business Day to decide whether to commit to proceed with borrowing.

If your Bid to Borrow is partially or wholly outbid by other Customers at higher interest rates, your Precious Metal is unlocked to the extent that you are outbid, or unlocked in full if the remaining part of your bid expires because it is less than the minimum borrowing requirement stated in clause 1.12.

Each accepted Bid to Borrow results in a separate Loan for that amount and at the Interest Rate specified in the bid, which Loan commences and ends on the same day as all other Loans resulting from that Proposal to Lend.

On the Auction Closing Date, LBT contacts the Customer who initiated the Proposal to Borrow who then has one Business Day to decide whether to accept any successful bids and commit to the Loan, provided the minimum borrowing requirement stated in clause 1.12 is met.

Lenders are committed to lending the amount of their successful Bid to Lend if the Borrower decides to proceed with the Loan.

If your Bid to Lend is wholly or partially outbid at lower interest rates, your funds are unlocked to the extent that you are outbid or unlocked in full if the remaining part of your bid expires because it is below the minimum lending requirement stated in clause 1.11.

If multiple bids are made in relation to a Proposal to Borrow and the Borrower decides to proceed with the Loan, LBT blends the interest rates of the selected bids into a single Interest Rate. Each Lender receives the Interest Rate of their respective Bid to Lend, and the Borrower pays the blended Interest Rate.

For a period of up to three Business Days after the Auction Closing Date, or such longer period as may be agreed by the Auction initiator and each Customer that submitted a successful bid, the funds and Precious Metal relating to that Auction remain locked unless already unlocked, until LBT confirms to each Customer participating in the Auction that either:

the Auction results in a Loan because the conditions precedent required to be fulfilled by the Borrower have been completed, at which point the Precious Metal becomes pledged, the Loan commences and the funds secured by the Pledged Metal are advanced to the Borrower's Account; or

the Auction is not successful because LBT did not receive confirmation from the Borrower to proceed with the Loan, the conditions precedent required to be fulfilled by the Borrower have not been completed to the satisfaction of LBT or funds have not been received from the Approved Lender, in which case the Loan is not made and the locked Precious Metal and funds are unlocked.