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OGÓLNE WARUNKI UMOWY POŻYCZKOWEJ

GENERAL TERMS AND CONDITIONS OF THE LOAN AGREEMENT

The User hereby declares and confirms that he/she has thoroughly familiarised with the present Loan Agreement, has read and understood the content of each provision and consequences thereof, and has signed it as a legally binding document without coercion, persuasion or exertion of other influence.

1. Concepts and definitions

The capitalised terms used in the present Agreement shall have the meanings as provided below unless a different meaning is determined by the context. The capitalised terms that have not been defined in the present Agreement shall have the meaning specified in the Platform Agreement unless a different meaning is determined by the context.

1.1 The Auction shall – mean a manner of conclusion of the Loan Agreement between the Users, where the Loan Agreement is concluded between the Borrower, who submitted the Application (confirmed by the Operator) and initiated a specific auction, and the Lender(-s), who provided the fastest Offer(-s) according to the terms and conditions of the Auction.
1.2 Encumbrances shall mean pledge, mortgage, servitude, usufruct, superficies, lease (including long-term lease), joint ownership application in respect to any assets, as well as any real rights or contractual obligations in favour of the third parties or the interests of the third parties, which directly or indirectly determine the abilities of the asset owner to freely manage, use or dispose of the assets or any part thereof at any point of time.
1.3 The General terms and conditions – shall mean the general terms and conditions of the present Loan Agreement including any supplementations or modifications thereof. The Civil Code shall mean the Civil Code of the Republic of Lithuania including its amendments and supplementations.
1.4 The Civil Code – shall mean the Civil Code of the Republic of Lithuania including its amendments and supplementations.
1.5 The User – shall mean a natural or legal person who is a member of the Platform and who acts either as the Lender or the Borrower and has concluded the Platform Agreement by completing registration on the Platform according to the applicable conditions and has been correspondingly confirmed by the Operator.
1.6 The User Account – shall mean an individual account of the User protected with a unique password and assigned to the User for performance of various actions on the Platform, i.e. to submit Applications and Offers, borrow money, conclude the Loan Agreement, view the history of actions performed by the User, receive the Operator’s messages and manage own account in other ways.
1.7 The Operator – Nordstreet UAB, legal entity code 304565690, the head office address Vilniaus g. 35, Vilnius, Lithuania.
1.8 The Operator’s fee – shall mean a one-off fee charged upon the agreement between the Operator and the Borrower, which the latter shall pay to the Operator for the Loan administration services under the present Agreement and the Loan Agreement until the obligations under the Loan Agreement have been discharged in full. The amount of the fee shall be determined for each Borrower individually, depending on the credit risk, amount of the Loan, the Loan repayment term and other material circumstances.
1.9 The Interest – shall mean the interest rate on the Loan amount the Borrower shall be obliged to pay to the Lender, which has been indicated in the Application prior to the Auction.
1.10 The Loan or Loan Agreement shall mean an agreement between the Borrower and the Lender concluded via the Platform, on the basis of which the Lender(-s) shall grant a loan to the Borrower according to the terms and conditions of the agreement, and the Borrower shall be obliged to repay the loan received and pay any related fees (Interest, etc.). The Users are aware that any modifications and annexes to the Loan Agreement made by a mutual agreement between the Users shall be an integral part of the Loan and legally binding to the Parties. The Loan Agreement shall comprise the Special Terms and Conditions (Application and Offer) and the General Terms and Conditions, including all supplementations and modifications, the parties to which are the Lender and the Borrower as indicated in the Special Terms and Conditions.
1.11 The Lender – shall mean the Lender indicated in the Special Terms and Conditions meeting the requirements applicable to the Investor as set forth in the Platform Agreement.
1.12 The Borrower – shall mean the Borrower indicated in the Special Terms and Conditions meeting the requirements applicable to the Borrower as set forth in the Platform Agreement.
1.13 The Loan Repayment Schedule – shall mean the payment schedule, which specifies the payment instalments of the Loan repayment and Interest Rate, as well as other payments that must be made by the Borrower under the Loan Agreement, and which shall be an integral part of thereof.
1.14 The Loan Guarantee Term – shall mean the date indicated in the Special Terms and Conditions until which the Borrower shall be entitled to use the Loan granted.
1.15 The Offer shall mean the binding consent (acceptance) in respect to the Loan provided via the Platform granted by the User intending to borrow money to the User who submitted the Application, by which the User accepts and confirms the conditions indicated in the Application and intends to conclude the Loan Agreement according to the Application confirmed by the Borrower.
1.16 The Loan Amount shall mean a sum of money borrowed by the Lender (-s) to the Borrower via the Platform, which conforms to the amount stated in the completed Borrower’s Application, and which the Borrower shall be obliged to repay to the Lender (-s), including payment of the Interest and other fees.
1.17 The Application – shall mean a binding public offer of the Borrower to conclude the Loan Agreement submitted via the Platform, drawn up according to the form filled out by the Borrower on the Platform and substantiated by the written documents and personal data of the Borrower, which has been electronically confirmed by the Borrower and the Operator.
1.18 Paysera account shall mean the unique User’s (correspondingly the Lender’s or the Borrower’s) account opened in the system at the address www.mokejimai.lt/www.paysera.lt administered by Paysera LT UAB, legal entity code 300060819, head office address Mėnulio g. 7, Vilnius, Lithuania, opening of which involves identification of a specific individual. This account shall be used by the Platform to transfer the Loan Amount and to credit and debit any charges. Paysera LT UAB is an electronic money institution under the supervision of the Bank of Lithuania that is responsible for proper functioning of the account
1.19 Platform Agreement shall mean the agreement for the use of www.nordstreet.com/.lt/.eu platform, which states the conditions for use of the Platform, which must be accepted by any person intending to use the Platform at https://nordstreet.com//.lt/.eu and the Operator’s services. The purpose of the Agreement is to establish the rules for use of the Platform and the legal relationships arising within the Platform and between the Operator and the Users.
1.20 The Platform shall mean the system supervised and managed by the Operator available at www.nordstreet.com/.lt/.eu, where the Borrowers and Lenders, who have duly completed the Applications and received the confirmation from the Operator, can borrow or lend money by participating in the Auction, this way creating the Loan relationship. The Operator shall perform its activities in the role of the Platform administrator.
1.21 The Guarantees of Performance Obligations shall mean the guarantees of performance of the Borrower’s obligations under the present Agreement indicated in the Special Terms and Conditions: (i) mortgage on immovable property; (ii) pledge; (iii) surety and guarantees granted by the third parties; and/or (iv) other guarantees of performance obligations.
1.22 Rights of recourse – shall mean the Lender’s rights of recourse to the Borrower under the Loan Agreement, the amount of which is stated in the Offer (Special Part), including all related or derived rights.
1.23 The Special Terms and Conditions – shall mean the Application (quote) submitted by the Borrower and confirmed by the Operator, and the Lender’s Offer (acceptance).
1.24 The Debt to pledged property value ratio – shall mean the ratio between the Borrower’s maximum indebtedness under this Agreement and the market value of pledged assets expressed as a percentage and set forth in the Special Terms and Conditions.
1.25 Associated Entity – shall mean any person assuming any obligations towards the Operator or the Lenders under the Guarantees of Performance Obligations.
1.26. The Procedure – shall mean the reliability assessment regulations applicable to the Operator’s project owners.

2. Subject-Matter of the Loan Agreement

2.1 In the procedure and conditions set forth in the Loan Agreement, the Lenders shall be obliged to provide the Loan Amount to the Borrower by means of crowdfunding, and the Borrower shall be obliged, upon receipt of the Loan Amount, to repay it under the present Loan Agreement, including payment of the Interest and other charges, and to fulfil other obligations established in the Loan Agreement.
2.2 The Borrower shall be obliged to use the Loan Amount exclusively for the purpose of the Loan. Upon the request of the Operator, the Borrower shall be obliged to immediately present the evidence of the use of the Loan Amount according to its purpose as requested by the Operator.
2.3 The Parties hereby declare that in relation to payment of the Loan Amount and implementation of other terms and conditions of the Loan, the Operator shall have the right to verify the following information: (i) correctness and accuracy of information provided by the Borrower and the Associated Entities; and (ii) use of the Loan Amount according to its purpose.

3. Conclusion of the Loan Agreement

3.1 This Loan Agreement is based on crowdfunding and comprises the Application and the Offers (Special Terms and Conditions) provided by the Lenders during the Auction, as well as the present General Terms and Conditions, and shall be considered to be the multilateral loan transaction in cases where more than one Lender is involved in lending the funds to the Borrower under the Application.
3.2 The Borrower shall have the right to withdraw the Application prior to the start of the Auction, i.e. the moment when the first Offer to the Application is provided during the Auction. After submission of first Offer to the Application, without separate consent of the Operator, the Borrower shall not have a right to recall the Application.
3.3 The Loan Agreement shall be concluded by means of the Auction and considered automatically concluded between the Borrower and the Lenders, who participated in the Auction and presented the Offers conforming to the Application, as of the date of the end of the Auction. The Auction shall close when the Offers conform to the Application (where the Term of the Loan, Interest and Loan Amount match (i.e., a sufficient number of Offers have been submitted to fund the full Loan Amount). The Operator shall have the right at any time to recall, suspend, resume, change or cancel the Auction. The Auction shall expire and the Application of the Borrower and Offers of the Lenders shall be invalid if an insufficient number of Offers matching the Application that fund the full Loan Amount are submitted within a period of 30 (thirty) calendar days or a shorter period stated in the Application. In this event, the Borrower’s, unless it is clearly indicated in advance that the Auction will be divided and executed in several stages until the total Loan Amount is collected. Application and the offers of the Lenders shall also expire.
3.4 The Parties hereby agree that the actions performed by the Borrower and the Lender and the data indicated (which are confirmed by the User code, User’s account data, the Borrower’s or the Lender’s Paysera account statement, e-mails of the User or the Platform, or the audio recordings of the telephone conversation, or an extract from the User’s account stating the activity of the Borrower or the Lender) shall be considered as the signature of the Borrower and the Lender that has the legal power granted by Article 8(1) of the Republic of Lithuania Law on Electronic Signature, and the Application and the Offer (Special Terms and Conditions) presented on the basis thereof, as well as the General Terms and Conditions, under which the amount loaned by the Lender is transferred to the Borrower, shall be considered to be one original documents and be equivalent to the document concluded in writing, and it shall create the same legal consequences as a document endorsed on each page by the signatures of the Borrower and the Lender.

4. Pay-out procedure of the Loan Amount

4.1 The Lender hereby confirms that the Operator shall have the right to credit the amount specified in the Offer to the Borrower’s Paysera account from the Lender’s Paysera account, as indicated in the Paysera account authorisation.
4.2 Under the conditions of the Loan Agreement, the Operator shall be obliged to credit the Loan Amount or part thereof to the Borrower’s Paysera account from the Paysera accounts of the Lender (-s) only when all the conditions set out below are met (the Operator shall have the right to waive performance of any of the below requirements upon own discretion and without prior notice):
4.2.1 All the declarations and guarantees provided by the Borrower and the Associated Entities are accurate, authentic and valid;
4.2.2 None of the conditions indicated in paragraph 10.1 of the present General Terms and Conditions must exist, irrespective of when the situation becomes apparent, and upon the assessment of the Operator, there are no reasons to believe that any of the situations could occur in the future;
4.2.3 All Guarantees of Performance Obligations have been duly concluded and their substantiating documents have been presented to the Operator in a format and composition acceptable to the latter;
4.2.4 The Borrower has concluded the insurance contracts requested by the Operator and submitted the respective documents and evidence that the coverage stated in the insurance contracts is valid;
4.2.5 The Borrower has provided to the Operator the copies (electronically, unless otherwise requested by the Operator) of the of the purchase documents of the pledged immovable property and documents issued by the State Enterprise Centre of Registers confirming the Borrower’s ownership of the pledged property;
4.2.6 The Borrower has submitted adequate documents to the Operator stating full and detailed information on the income sources required for the performance of payments under the Loan Agreement;
4.2.7 The Borrower has provided to the Operator the valuation report on immovable property pledged;
4.2.8 Upon crediting of the Loan, the debt to pledged property value ratio will not become higher than that indicated in the Loan Agreement;
4.2.9 There are no valid or expected Encumbrances on the Operator’s behalf with respect to the property pledged unless otherwise provided for in the terms and conditions of the Loan Agreement;
4.2.10 Other obligations assumed by the Borrower under the present Loan Agreement, the Platform Agreement and other agreements concluded between the Operators, Lender and the Borrower have been properly discharged.
4.3 The funds loaned for refinancing of credit may be paid out as one or several instalments by crediting them to the Borrower’s Paysera account, where the extra conditions (in addition to those set forth in paragraph 4.2) set out below are met:
4.3.1 The debt for the acquisition of the asset to the seller of the immovable property has been repaid and the substantiating documents have been presented to the Operator;
4.3.2 The Borrower has presented to the Operator the written consent of the creditor of the refinanced loan, to whom the immovable property is pledged, regarding pledge of the immovable property by the subsequent mortgage, which shall state the balance of the refinanced loan and the number of the account, to which the amount of the said debt balance must be transferred, following which the Borrower’s creditor will waive the primary pledge of the immovable property;
4.3.3 The Borrower has replayed to the creditor of the refinanced loan the difference between the balance of the indebtedness to the latter and the Loan Amount, intended for refinancing of the loan, and presented to the Operator the substantiating documents.
4.4. If any of the conditions set forth in the Loan Agreement have not been duly satisfied for the Operator prior to pay-out of the Loan Amount, the Operator shall have the right to terminate this Agreement with the Lenders without any consequences to self, by providing a written (by e-mail) notification to the Borrower.

5. Repayment of the Loan Amount. Interest

5.1 The Borrower shall repay the Loan Amount and pay the Interest Rate in the procedure specified in the Loan Repayment Schedule. The Borrower shall start repayment of the full amount of the Loan on the first payment date indicated in the Loan
Repayment Schedule, upon expiration of the grace period, if such has been set, and shall repay it in instalments on the payment days according to the Loan Repayment Schedule before the end of the term. The full amount of the Loan shall be repaid by the expiration of the Loan Repayment Term.
5.2 The Borrower shall make the payment due to own Paysera account, wherefrom the Operator shall allocate the funds to the Lenders and the Operator under the authorisation granted by the Borrower during registration on the Platform. Granting of the Borrower’s authorisation to the Operator via the Paysera system is a primary condition of the Loan Agreement, in the absence of which the Operator will not act as a mediator for the conclusion of the Loan Agreement, and which is necessary to the Operator in order to ensure that the User adequately perform the obligations entered
into. If the user withdraws the authorisation, the Operator will be unable to automatically debit the Borrower’s payments, which the Operator shall be considered to be the
material infringement of the Loan Agreement by the Operator. In this case, the Operator shall be entitled to terminate the Loan Agreement at any time (even where no delayed payments are identified) or to impose a fine on the Borrower in the amount of the Loan Amount, which shall be considered the liquidated damages of the Operator and the Lenders, and to compensate to the Operator and the Lenders any direct and indirect damages, if such have not been included in the fine.
5.3 The Borrower shall be obliged to transfer the funds to his/her Paysera account in a manner where the funds are credited to the account no later than on the date the payments due will be debited (i.e., on the day of payment of the Loan Amount and other charges).
5.4 In cases, where during automatic debiting of funds from the Borrower’ Paysera account, the Platform is unable to detect the funds sufficient for the full or part of a payment available in the Borrower’s Paysera account, this shall mean that the Borrower missed the payment term, in which case he/she shall be obliged to pay the penalty charges and/or other fees as set forth in the Loan Agreement or on the price list section available on the Platform.
5.5 The interest rate shall be calculated from the Loan Amount as of the date (inclusive) the Loan is credited to the Borrower’s Paysera account.
5.6 The Borrower shall make the payment due to own Paysera account, wherefrom the Operator shall allocate the funds to the Lenders and the Operator under the authorisation granted by the Borrower during registration on the Platform.
5.7 Upon receipt of the funds from the Borrower, the obligations of the latter in relation to the delayed payments shall be debited in the following sequence: (i) first – penalty charges due to the Lenders; (ii) second – Interest and the Loan Amount due to the Lenders. In cases where the obligation was transferred as an enforced recovery, the first to be compensated shall be the expenses incurred by the Operator in related to such recovery (expenses on the executive endorsement, order for payment, correspondence, payments for debt recovery services, official duty, legal expenses, etc.).
5.8 Upon a unilateral request of the Operator, the Borrower shall be obliged to repay the remaining part of the Loan Amount, the Interest and the Operator’s fee, if the Operator reasonably considers the grounds for termination of the Loan Amount set forth in paragraph 10.1 of the General Terms and Conditions to exist.
5.9 In cases where the Operator terminates the Loan Agreement prematurely, the Borrower shall be obliged to pay of the Interest due under the Loan Agreement (the Operator shall also be entitled to demand payment of the Interest, which would have been paid if the Borrower repaid the Loan Amount in accordance with the Loan Repayment Schedule indicated in the Special Terms and Conditions).
5.10 The Borrower shall have a right, with a consent of the Operator, to return the Loan Amount or part thereof earlier than it is indicated in the Loan Agreement. In the event the Borrower returns the Loan Amount or part thereof earlier than it is indicated in the Auction, the Interests shall be distributed under the terms and conditions provided in the Auction.
5.11 If the Borrower delays payments according to the Loan Repayment Schedule, he/she shall be obliged to pay the penalty charges in the amount of 0.2 percent of the delayed amount for each day of delay.
5.12 If the payment of the full Loan is due, the Operator shall continue charging the Interest in the amount established in the Special Terms and Conditions on the amount due, as well as the penalty charges indicated in paragraph 5.6 of the present General Terms and Conditions.

6. Early repayment of the Loan Amount

6.1The Borrower shall have the right to repay the Loan Amount or part thereof before the due term only where at least half of the repayment period has elapsed. The Loan Amount or part thereof may be repaid before the due term only on the payment days.
6.2 When wishing to repay the Loan Amount before the term, the Borrower shall be obliged to inform the Operator by e-mail regarding his/her intention to repay the Loan Amount or part therefore before the due date 5 (five) business days before the respective payment day. In the early repayment notification, the Borrower shall indicate the details of the Loan Agreement (date and number), the amount of the Loan intended to be repaid before term and the date on which the Loan Amount will be repaid Upon sending the notification indicated in this paragraph, without prior written consent of the Operator, the Borrower shall not have the to withdraw it and shall be held unconditionally obliged to repay the amount stated in the notification before the set deadline. If the Borrower violates the updated obligations, the Operator shall have the right to impose sanctions for infringement of the payment obligations as would be applied for infringing the Loan Agreement. In cases where the Borrower’s notification does not conform to the requirements of this condition, the Operator shall have the right not to credit the Borrower’s funds intended as early Loan repayment.

7. Guarantees of Performance Obligations

7.1 Adequate performance of the Borrower’s obligations under the Agreement shall be secured by the Guarantees of Performance Obligations. All documents and transactions, which are used to establish these Guarantees shall be drawn up in a format and content acceptable to the Operator.
7.2 If prior to the conclusion of the Loan Agreement the property pledged has been pledged to other persons, the Borrower shall be obliged to present to the Operator the documents of an acceptable content and format that confirm withdrawal of the primary pledge within 30 (thirty) calendar days following the payout date of the Loan.
7.3 The Borrower shall be obliged to ensure that prior to the full discharge of the Borrower’s obligations under the present Agreement, all the Guarantees of Performance Obligations are fully valid and, in the presence of the conditions set forth in the respective transactions of the Guarantees of Performance Obligations, they can be enforced.
7.4 If due to non-performance of the Borrower’s obligations before the full discharge of the Borrower’s obligations under this Agreement that occurs for any reasons, the debt to pledged property value ratio established by the valuers that is acceptable to the Operator increases beyond the ratio set forth in the Special Terms and Conditions, the Borrower shall be obliged to immediately, however no later than within 10 (ten) business days upon receipt of written notification, to additionally pledge immovable property acceptable to the Operator, in order to ensure that the ratio of the delayed payment obligations of the Borrower under the Loan Agreement and the total market value of the property pledged is lowered to the established debt to pledged property value ratio, or to repay a share of the Loan allowing to ensure that ratio of the delayed payment obligations of the Borrower under the Loan Agreement and the total market value of the property pledged is lowered to the established debt to pledged property value ratio.
7.5 In the mortgage and pledge transactions (such as a transaction for the Guarantee of Performance Obligations) the Operator shall be indicated as the Lender’s (as a creditor) representative, while the Lenders shall not be mentioned in such transactions or registered in the Mortgage Register of the Republic of Lithuania. For these purposes, the Operator shall assume all the rights and duties as the creditor representative in a mortgage and/or pledge transactions, as provided for in the Loan Agreement, Platform Agreement and/or legal acts of the Republic of Lithuania.

8. Declarations and guarantees of the Borrower

8.1 The Parties hereby confirm that the Lenders took the decision to provide the Loan, presented the Offers (Acceptances), and accepted the Borrower’s Application (Quote) relying on the validity, correctness and completeness of information provided in the Application presented by the Borrower and the documents, as on the accuracy and correctness of the Borrower’s declarations and guarantees as at the date of the Auction, date of conclusion of the Loan Agreement, date of provision of the Lender’s Offer (Acceptance) and during the entire period of validity of the present Agreement.
8.2 The Borrower hereby declares and guarantees that:
8.2.1 The Borrower’s obligations under the terms and conditions of the Loan Agreement and the transaction of the Guarantees of Performance Obligations shall comprise the legitimate and valid obligations, performance of which is binding for the Borrower without reservations;
8.2.2 the information (including income, expenses, data on the objects of the Guarantees of Performance Obligations, data on the actual conditions of immovable assets and progress of the project, etc.) and declarations provided by the Borrower are correct, accurate and complete. The Borrower is not aware of any facts or circumstances, which
in the future could exert a material negative influence on the Borrower’s financial position and his/her abilities to perform the obligations assumed under the Loan Agreement in an adequate and timely manner;
8.2.3 The documents (including the valuation report on the immovable property, construction and reconstruction permits, and design documents, etc.) presented by the Borrower are correct, accurate and complete, and correspond to the actual situation.
8.2.5 The Borrower has received all the required approvals, authorisations and consents, and carried out all actions necessary to submit the Application and take part in the Auction, to conclude the Loan Agreement and the transactions of the Guarantees of Performance Obligations, as well as for the performance of all the terms and conditions;
8.2.5 neither the conclusion of the Loan Agreement and the transactions of the Guarantees of Performance Obligations, nor the performance of the obligations assumed by the Borrower under these agreements shall contradict and violate the following: (i) any decision, ruling, prohibition, decree or other binding order issued and enforced by a court, state or local authorities; (ii) any provisions or conditions of a written or verbal contract, agreement, license, permit or other obligation, to which the Borrower is a party; (iii) any provisions of the laws of other legal acts in force; (iv) any provisions or conditions of the Borrower’s incorporation documents or decisions of the bodies; (v) any right or lawful interests of the Borrower’s creditors;
8.2.6 There are no pending (ongoing) or potential claims, case, court or arbitration proceedings or investigations initiated in respect of the Borrower and/ or the Associated Entity, which could exert a negative influence on the performance of his/her obligations under the Loan Agreement and transactions of the Guarantees of Performance Obligations;
8.2.7 The Borrower is capable of accepting the financial obligations set forth in the Loan Agreement, which the Borrower has capacities to perform including his/her existing financial obligations; 8.2.8 The Borrower has no debt obligations to the third persons, except the obligations under the Loan Agreement and the obligations, which he/she has informed the Operator the Lenders in the Application and the respective documents before the closing of the Auction;
8.2.9 the Borrower is solvent and not aware of any circumstances which could have a negative impact on the solvency in a manner deeming him/her incapable to perform the obligations entered into under the Loan Agreement;
8.2.10 All the insurance policies and contracts, which should have been concluded in accordance with the terms and conditions of the Loan Agreement have been concluded and are (will be) fully valid at any point of time the must be valid according to the provisions set forth in the Loan Agreement. There are no facts or circumstances, due to which the insurers could avoid or in any manner reduce their liability under such insurance policies and contracts;
8.2.11 the Borrower made a reasoned decision to enter into the Loan Agreement realising full responsibility thereof, and hereby declares that he/she was able to consult the independent legal and financial advisers regarding the conclusion of the Loan Agreement and performance of the obligations specified therein. The Borrower has familiarised with the terms and conditions of the Loan Agreement, understands them, and by carrying out the actions set forth in the Loan Agreement clearly declares that he/she accepts the terms and conditions of the Agreement by free will, understands the arising obligations and undertakes to fulfil them.
8.3 It shall be considered that the Borrower’s declarations and guarantees provided in paragraph 8.2 of the present General Terms and Conditions shall be restated in their full scope in the Special Terms and Conditions (Application) and on each payment day. The Borrower shall be obliged to provide a forthwith notice to the Operator if during the validity of the Loan Agreement any of the Borrower’s declarations and/or guarantees for any reason become inaccurate or incorrect.

9 Additional obligations of the Borrower

9.1 The Borrower shall be obliged:
9.1.1 To pledge in favour of the Lenders the immovable property specified in the Special
Terms and Conditions;
9.1.2 To conclude an insurance contract for the immovable property pledged (except the land parcel), under which the Operator is listed as the beneficiary, and to ensure the validity of the insurance coverage until the moment of full discharge of the obligations under the Loan Agreement
9.1.3 To use the Loan Amount received only according to the purpose provided for in the Special Terms and Conditions. Upon request of the Operator, to provide the evidence of the use of the Loan Amount in the format and conditions acceptable to the Operator. If the Borrower uses (has used) the Loan Amount in prejudice to its intended purpose, the Operator shall have the right to demand premature repayment of the Loan Amount and the Interest for the full period provided for in the Loan Agreement, as well as payment of other amounts due under this Loan Agreement;
9.1.4 To pay the Interest for the use of the Loan before the repayment deadline of the Loan Amount set forth in the Loan Repayment Schedule, and to pay penalty charges, in the event of failure to repay the Loan, a part thereof or the Interest according to the Loan Repayment Schedule;
9.1.5 Before provision of the Loan Amount, to present to the Operator all information about any existing liabilities of the Borrower to the third persons, the guarantees received or granted, and surety transactions and guarantees of performance obligations entered into, as well as all other information, which could have material influence on the Application, the Offer and the Auction, and conclusion, performance, validity and expiration of the Loan Agreement;
9.1.6 in the event of occurrence of the circumstances in which the Loan Amount may not be repaid in an adequate and timely manner, decrease of the debt to pledged property value ratio or property becoming illiquid, deterioration of the Borrower’s, surety’s or guarantor’s financial position, or in the event of non-performance of other Borrower’s obligations under the Loan Agreement, upon request of the Operator, to provide an additional Guarantee of Performance Obligations or repay the Loan Amount and all related sums within the term established by the Operator prior to the repayment deadline of the Loan according to the Loan Repayment Schedule;
9.1.7 To ensure the ability of the Operator to verify the activities of the Borrower and property pledged;
9.1.8 without prior written consent of the Operator: (i) not to grant surety and guarantees and not to pledge his/her property to the third persons; (ii) not to impose Encumbrances on the immovable property pledged; (iii) to take out or grant the loans or credits of any amount or type on behalf of the Borrower.
9.1.9 To provide a forthwith notice to the Operator regarding any changes of the registered address, deterioration of the financial position, income fluctuations, expected payment delays and any other significant changes, which could have an impact on the performance of the obligations arising from and/or in relation to the Loan Agreement;
9.1.10 To provide a forthwith notice to the Operator regarding any changes of the registered address, deterioration of the financial position, income fluctuations, expected payment delays and any other significant changes, which could have an impact on the performance of the obligations arising from and/or in relation to the Loan Agreement;to notify the Operator in writing immediately, however, in any case, no later than within 2 (two) business days of the moment of occurrence of the respective circumstances, if: (i) the Borrower is unable to make any payments under the Loan Agreement and perform other obligations provided in therein in a due and timely manner; (ii) the immovable property pledged is damaged or destroyed or otherwise reduced in value; (iii) the decision has been taken regarding reorganisation, restructuring, liquidation, initiation of bankruptcy proceedings or out-of-court insolvency procedure against the Borrower; (iv) any contact details of the Borrower has changed; (v) the Loan Amount has been used for the purposes other than stated in the Application; (vi) the Borrower’s financial position has deteriorated or may deteriorate (e.g., by newly assumed debt liabilities); (vii) any circumstances occur, due to which the Borrower’s liquidity decreases or may decrease; (viii) any arbitration, court and/or other proceedings (enforcement, etc.) have been initiated by the Borrower or against the Borrower, where it could have negative impact on the Borrower’s situation;
9.1.11 to bear the expenses incurred in relation to the conclusion of agreements for the Guarantees of Performance Obligations, their registration, notary certification, insurance and other costs of the conclusion of the Agreement;
9.1.12 To perform other obligations arising from and/or in relation to the Loan
Agreement.
9.2 Failure to notify about the circumstances indicated in paragraphs 9.1.9-9.1.10 of the present General Terms and Conditions shall be considered to be the gross violation of the Loan Agreement. If the Operator finds out about existence of the circumstances indicated in the paragraphs above, while the Borrower failed to notify about them, the Operator shall have the right to take the appropriate measures, including termination of the Loan Agreement, suspension of the Borrower’s activities on the Platform and/or removal from the Platform, etc.

10. Termination of the Loan Agreement. Enforcement. Automatic subrogation of a claim

10.1 The legal facts specified below shall be treated as the grounds for termination of the Loan Agreement:
10.1.1 Infringement of the payment liability. Infringement occurs when the Borrower fails to pay in the conditions and procedure established in the Loan Agreement any amount due under the Loan Agreement within the set term and fails to rectify the violation within 14 (fourteen) calendar days from submission of the Operator’s written notification on infringement of obligations;
10.1.2 Infringement of contractual liabilities. Infringement occurs when the
Borrower violates the obligations set forth in paragraph 9.1 of the present General Terms and Conditions and fails to rectify the violation within 7 (seven) calendar days of the submission of the Operator’s written notice of infringement of the obligation;
10.1.3 Non-conformity to the debt to pledged property value ratio. Infringement occurs when the Borrower fails to fulfil the obligations set forth in paragraph 7.4 of the General Terms and Conditions related to the debt to pledged property value ratio;
10.1.4 Infringement of the Borrower’s declarations and guarantees. Infringement occurs if it becomes apparent that any of the Borrower’s declarations and guarantees provided for in paragraph 8.2 of the General Terms and Conditions are incorrect or misleading;
10.1.5 Other infringements. Infringement occurs when the Borrower and/or Associated Entities commit a material violation of the obligations arising from the transactions of the Guarantees of Performance Obligations or other agreements related to the Loan and specified in the Special Terms and Conditions;
10.1.6 Insolvency Insolvency occurs when the Borrower or any Associated Entity becomes insolvent or declares insolvency in accordance with the applicable law;
10.1.7 Actions of the state authorities. The situation occurs where competent state authorities take any actions, due to which the Borrower or any Associated Entity loses
the ability to perform its obligations arising from the Loan Agreement, transactions of the Guarantees of Performance Obligations or other agreements indicated in the Special Terms and Conditions in an adequate and timely manner;
10.1.8 Legal disputes. Legal disputes occur when any legal, administrative or arbitration procedure is initiated in respect of the Borrower or any Associated Entity, which in accordance with the Operator’s opinion could have an adverse impact on the due performance of the terms and conditions of the Loan Agreement;
10.1.9 Non-payment of the Loan. The situation occurs when the full Loan Amount is not paid before the end of the term set forth in the Special Terms and Conditions;
10.1.10 Infringement of other loan agreements. The situation occurs when the pledged property is pledged to the Lenders or prior to the conclusion of the Loan Agreement, the pledged property has been pledged to the Operator under another loan agreement, this constitutes the ground for termination of such other loan agreement.
10.2 The Operator acting as an authorised representative of the Lenders shall have the right to unilaterally and immediately terminate the Loan Agreement and demand payment of the full Loan Amount, Interest and other delayed payments (fine and penalty charges) on the grounds set out in the Loan Agreement and the Civil Code of the Republic of Lithuania, as well as in cases where the Borrower declares refusal to perform the obligations or maliciously avoids payments, and in cases where the conduct of the Borrower demonstrates any signs of deceit or fraud, the Operator may declare gross violation of the Loan Agreement on behalf of the Borrower (material breach). The Operator shall send the notification by e-mail and/or registered mail and/or messenger services to the Borrower to the e-mail address and head office address of the Borrower indicated in the Special Terms and Conditions regarding (i) the delayed payment, and (ii) termination of the Loan Agreement. The notification shall be considered to have been delivered in 24 (twenty-four) hours of its dispatch (if sent by e-mail) or on the third business day of dispatch (if sent by registered mail or messenger services).
10.3 If in the opinion of Operator any of the grounds for termination of the Loan Agreement indicated in paragraph 10.1 of the General Terms and Conditions occurs, the Operator shall have the right to terminate the Loan Agreement by sending the notification to the Borrower in the procedure set forth in the General Terms and Conditions, and to demand that the Borrower immediately, however, no later than within 15 (fifteen) calendar days of the date of sending of the notification repays the pending Loan Amount, Interest due and other amounts payable under the Loan Agreement. In such case the Borrower shall also additionally pay to the Operator a fee (penalty) of 5% (five percent) of the Loan Amount. In this case, the present Loan Agreement shall be considered terminated and the amounts stated in this paragraph shall become payable as of the receipt of the Operator’s notification.
10.4 Seeking to avoid any confusion, the Lender shall hereby explicitly grant the authorisation to the Operator for termination of the Loan Agreement concluded with the Borrower on behalf of the Lender in cases and in the procedure set forth in the Loan Agreement and legal acts of the Republic of Lithuania, and to act as a Lender’s representative implementing recovery under the Loan Agreement, including the rights granted under the Republic of Lithuania Law on Crowdfunding and/or other legal acts, and in cases requiring to ensure performance of the Loan Agreement and debt recovery. Such authorisation of the Lender shall come into force as of the effective date of Loan Agreement and shall be valid until the full discharge of the Borrower’s obligations under the Loan Agreement.
10.5 Where the Operator requests repayment of the Loan Amount before the Loan Repayment Term in the procedure set forth in the General Terms and Conditions, the Operator shall not suspend calculation of the penalty charges until the Borrower settles with the Lenders in full.
10.6 The Lender and the Borrower hereby agree and confirm that upon termination of the Loan Agreement, the Operator may at own discretion either: (i) surrogate itself to the claims of the Lender(-s) in the procedure set forth in the present General Terms and Conditions, or (ii) act as the Lender(-s) representative imposing recovery under the Loan Agreement, including the rights granted under the Republic of Lithuania Law on Crowdfunding and/or other legal acts, and in cases requiring to ensure performance of the Loan Agreement and debt recovery. For these purposes, the Operator shall also be delegated to perform all actions required for due representation of the Lenders’ interests and administration of debt repayment.
10.7 Acting as the representative of the Lender (i.e. creditors), the Operator shall have all the rights and duties provided for in the Republic of Lithuania Law on Crowdfunding, Civil Code of the Republic of Lithuania and other legal acts, and for these purposes it shall not be required to conclude a separate authorisation or another document of an equivalent content.
10.8 Automatic subrogation of a claim (with the right of transfer to the third party) of the Lenders shall occur following notification sent by the Operator to the Borrower to the e-mail address and/or by registered mail and/or messenger services to the head office address of the Borrower indicated in the Platform database regarding termination of the Loan Agreement and subrogation of a claim The automatic subrogation of a claim shall be performed by using the deferred payment, which means that the Operator will pay to the Lenders the price of the claim equal to the funds recovered from the Borrower, less the charges specified on the price list of the Services. The Borrower hereby confirms that the Lender’s entity does not have any essential significance.
10.9 In all cases of the Operator’s subrogation to the claim, all the performance guarantees shall also be transferred, including but not limited to the right to mortgage/pledge.Upon subrogation to the claim, the Operator shall act as a reasonable creditor and make all efforts to recover the debt, however, the Operator shall be liable to the Lender neither individually, nor jointly or subsidiary with the Borrower for recovery of the debt and amount it will succeed to recover. The Lender hereby agrees and confirms the above.
10.10 The purpose of subrogation of a claim is to provide a legal possibility to the Operator to guarantee the interests of the Lender and perform all actions necessary to ensure due performance of the obligations assumed by the Borrower under the Loan Agreement and to carry out enforced recovery according to the transactions of the Guarantees of Performance Obligations (including recovery from pledged immovable asset (mortgage object) under the mortgage agreement). The Lender hereby confirms that subrogation of a claim shall be indefinite and irrevocable.
10.11 The Lender confirms that upon subrogation of a claim or performance of recovery or recovery on behalf of the Lender, the Operator shall sign on own behalf (with the unrestricted right to authorise the third person) all necessary documents, carry out all procedural actions, including receipt of the order and presentation for execution, apply to institutions and authorities, submit requests, receive any documents requested, appeal to the debt collection companies for enforcement of liabilities and carry out negotiations with the Borrower.
10.12 In the event the Operator under the terms of this Agreement unilaterally terminates the Loan Agreement with the Borrower, the Operator, acting as the representative of the Lender(s), after dispatch of notification on termination of the Loan Agreement within 3 (three) calendar days submits to the Borrower a request regarding the payment of residual Loan Amount, Interests, fines and other due payments and to exercise other undertakings under the Loan Agreement. If the Borrower within 15 (fifteen) calendar days does not reply to the Operator’s request and/or does not exercise the demands provided in the request, the Operator in accordance with the laws on behalf of the Lender(s) appeals to the court for debt recovery. The Operator shall have a right to re-authorize any third persons to represent the interests of the Lender(s) in the court.
10.13 The Operator shall have the right upon own discretion to freely dispose of its rights under the Loan Agreement and transactions of the Guarantee of Performance Obligations (including the mortgage agreement) and use the documents and information on the Borrower available to the Operator. The Operator shall perform enforced recovery from the pledged immovable asset (mortgage object) under the mortgage agreement and perform all related actions in accordance with the conditions and in the procedure set forth in the mortgage agreement and legal acts of the Republic of Lithuania.
10.14 The Operator shall have the right to transfer the recovery from the Borrower to the debt collection companies, and in this case, the Borrower shall be obliged to compensate the applicable recovery fee and/or bear all other expenses incurred by the Operator or the debt collection company in relation to such subrogation.
10.15 The Lender hereby confirms that the Borrower’s entity does not have any essential significance.

11. Final provisions

11.1 Operator’s involvement. The Parties hereby agree that the Operator shall act in the Loan Agreement not as a party to the loan obligation, but as an entity performing the administration functions of the Loan Agreement.
11.2 Notifications. All notification, requests and other information under the Loan Agreement shall be drawn up and delivered via messenger services or sent by registered mail or e-mail. Where the correspondence is (i) sent via messenger or by registered mail, it shall be considered that it has been received on the third business day following dispatch; (ii) sent by e-mail, it shall be considered that it has been received 24 hours
after dispatch. The Parties hereby undertake to immediately inform each other in writing regarding the change of their details (include the number of the Paysera account). The Operator shall send all notifications addressed to the User to the e-mail address
indicated by the User. The Operator shall also have the right to post notifications to the Borrower and the Lender or other communication on the User’s account (in this case, it shall be considered that the communication has been received in 24 hours of its dispatch). The User shall be obliged to regularly check its e-mail box with the address provided by the Operator and the User’s account and assume all risks related to situations where without the fault of the Operator, the messages sent by the Operator are not delivered to the User’s e-mail box with the specified address and/or the User does not receive and/or read them for any other reasons.
11.3 Confidentiality. The Loan Agreement, its annexes and all confidential information related to the Loan Agreement and documents shall be considered to be confidential and may not be disclosed to the third parties, except in cases required by the legal acts or where it is necessary for due implementation of the rights of the third parties and/or performance of the obligations arising from the Loan Agreement.
11.4 Validity. The Loan Agreement shall come into force on the date of closing of the Auction in accordance with paragraph 3.2 of the present General Terms and Conditions, and shall be valid until the date the obligations of the parties arising from the Loan Agreement are discharged in full.
11.5 Modifications. Any modifications or supplementations to the Loan Agreement may be concluded by a separate agreement electronically or in another manner agreed upon by the parties. The Operator shall have a right to unilaterally modify the General terms and conditions and to notify about the change in the Platform. In the event of material change of the General terms and conditions, the Operator announces about the occurred modification to every User to its provided e-mail address. The User shall have a right to disagree to material change and stop using the Platform by notifying the Operator via email. The further non-use of the Platform shall not have any legal effect on User’s rights and obligations to such Loan Agreements which were concluded before disapproval to the material change. Modifications of the General terms and conditions shall come into effect on the date of their publication on the Platform or after the term indicated in the e-mail and be binding to all the Users who use the Platform and all transactions concluded via the Platform. Any supplementations, modifications or annexes of the Loan Agreement shall have the same legal effect and represent the integral part of the Loan Agreement. The Operator shall have a right to unilaterally decide on every given case whether the respective modification is material.
11.6 Non-severability of the provisions. If any of the provisions of the Loan Agreement is deemed null and void by a court of competent jurisdiction, other provisions of the Loan Agreement shall remain valid in the full scope thereof. Any provisions of the Loan Agreement that has been deemed null and void only partially or to a certain degree shall remain valid in the scope it has not been recognised null and void. The Parties shall replace such unlawful, null or void provisions of the Loan Agreement with the lawful,
valid and enforceable provisions, the meaning of which comes as close as possible to the intentions of the parties existing during the conclusion of the Loan Agreement.
11.7 Subrogation of a claim. The Borrower and the Lenders hereby agree that the Operator transfers the Lender’s debt claim under the present Agreement to the third parties. The Borrower hereby agrees that the Lenders transfer the Lender’s debt claim under the present Agreement to the third parties.
11.8 Applicable law. The present Loan Agreement shall be governed by and interpreted in accordance the legal acts of the Republic of Lithuania. 11.9 Dispute settlement. All disputes, disagreements or claims arising from the Loan Agreement
shall be examined in the procedure set forth in the legal acts of the Republic of Lithuania by the District Court of Vilnius City or the Vilnius County Court, depending on the nature of a dispute.
11.10 Other provisions. The issues that have not been covered by the present
Agreement shall be regulated under the conditions and in the procedure set forth in the Platform Agreement (applicable to the Loan Agreement).

he general terms and conditions of the present Loan Agreement have been declared on 10 April 2019.