SBCI Terms and Conditions

1. Applicability and Scope

1.1 Where the Loan is being provided to you (including where there are two or more joint individual applicants) under the SBCI Scheme the additional terms and conditions set out herein (the "SBCI Terms and Conditions") shall apply.

1.2 The SBCI Terms and Conditions are in addition to: (i) the terms and conditions set out in the loan credit agreement; and (ii) the Standard Terms and Conditions attached to the loan credit agreement.

1.3 The Definitions set out in Annex 1 (Defined Terms) shall apply to these SBCI Terms and Conditions. Any terms defined in the loan credit agreement and/or Avant Money's Standard Terms and Conditions shall have the same meaning in these SBCI Terms and Conditions unless the context otherwise admits or requires.

1.4 For the avoidance of doubt, the "loan credit agreement" referred to in these SBCI Terms and Conditions means the loan credit agreement issued by Avant Money and accepted by you, and the use of the terms "you" or "your" shall have same meaning in these SBCI Terms and Conditions as defined in the loan credit agreement.

1.5 The Annexes form part of these SBCI Terms and Conditions and shall have the same force and effect as if expressly set out in the body of the SBCI Terms and Conditions, and any reference to these SBCI Terms and Conditions includes the Annexes.

1.6 For the avoidance of doubt:

1.6.1 where two or more persons enter into the loan credit agreement, then all obligations, warranties, representations and undertakings set out in these SBCI Terms and Conditions shall be deemed to be given by each such person, acting individually, to Avant Money; and

1.6.2 the Loan shall not be secured in any way.

2. Statements and Acknowledgements

2.1 The Loan is supported by the Home Energy Upgrade Loan Scheme. The Loan benefits from a guarantee from the European Union.

2.2 The SBCI Scheme is offered by the SBCI with the support of DECC, the EIB and the EIF. The SBCI Scheme benefits from a guarantee from the European Union.

2.3 You acknowledge and agree that all Relevant Parties shall have the right to carry out audits and controls and to request information in respect of the Loan Credit Agreement and its execution. Subject to applicable laws, you shall:

2.3.1 permit remote monitoring and monitoring visits and inspections by each of the Relevant Parties;

2.3.2 allow interviews with you or your representatives conducted by each of the Relevant Parties and not obstruct contacts with any person involved in the SBCI Scheme or the loan credit agreement;

2.3.3 permit the Relevant Parties to conduct on the spot audits and checks;

2.3.4 permit review of your books and records in relation to the loan credit agreement and to take copies of these and related documents to the extent permitted by applicable law and as may be required.

2.4 Interest Rate

In the event that the Loan becomes or is deemed ineligible at any stage, including if it is excluded under Clause 5.2 (Data Protection), Avant Money may at its sole discretion amend or vary the interest rate applicable to the Loan.

3. Representations and Undertakings

In addition to any representations, warranties, confirmations, promises and covenants set out in the Standard Terms and Conditions, you hereby warrant, represent and undertake that:

3.1 Eligibility

3.1.1 you are a natural person acting for your own benefit and not on behalf of someone else;

3.1.2 you are resident in Ireland;

3.1.3 you are not a Sanctioned Person and are not in breach of Restrictive Measures;

3.1.4 you are not engaged in any Illegal Activities or Illegal Economic Activities;

3.1.5 you are not tax resident in a Non-Compliant Jurisdiction, unless in the case of NCJ Implementation;

3.1.6 as at the SEAI Scheme Grant Disbursement Date, you have been paid a grant under an SEAI Scheme for the purpose of funding (in part) the EE Investment financed by the loan credit agreement.

3.2 Financial Position

3.2.1 you are not, to the best of your knowledge, in an Exclusion Situation;

3.2.2 the information you provided to the SEAI Project Intermediary, the SBCI and/or Avant Money as part of the application process relating to this Loan was accurate, correct, up-to-date, complete and not misleading as at the date it was given;

3.2.3 to the extent that: (i) your contact details change, you will notify Avant Money without undue delay; and (ii) you are no longer the borrower under the loan credit agreement (including as a result of succession), you will notify Avant Money immediately;

3.3 Compliance with Obligations

3.3.1 as at the date of the contractual documents relating to the Loan, the Loan is newly originated;

3.3.2 as at the date of the contractual documents relating to the Loan, you satisfy the eligibility criteria for the SBCI Scheme, including those pertaining to the relevant Aid in Annex 3 (State Aid Conditions) and that you undertake to procure that you shall at all times comply with those eligibility criteria;

3.3.3 you will undertake EE Investments under the Home Energy Upgrade Loan Scheme on up to a maximum of three Relevant Properties owned by you and you have confirmed the ownership of each Relevant Property by providing:

1. a self-declaration to this effect; and
2. the MPRN for each such Relevant Property;

3.3.4 the proceeds from the Loan will be applied towards the financing of Eligible Investment Costs of an EE Investment related to a Relevant Property in accordance with the terms and conditions of an SEAI Scheme and which EE Investment must be carried out by a SEAI Project Intermediary. The EE Investment supported by the Loan is to be funded or is funded in part by a grant issued under an SEAI Scheme;

3.3.5 the EE Investment financed by the Loan shall correspond to a defined scope of works in respect of a Relevant Property and such scope of works is described in and evidenced by:

1. invoices,
2. a contract entered into between the SEAI Project Intermediary and you, setting out, inter alia the scope of works,
3. specifications,
4. terms of reference,
5. technical reports, and
6. similar documents,

which you shall keep for ten (10) fiscal years from the date of termination of the Loan;

3.3.6 the financing made available under the Loan shall not be used for any of the following purposes:

1. refinancing of existing term loan debt;
2. residential property renovation that has previously received other SEAI-funded grants for the same EE Investment; and
3. installation of any form of fossil fuel burners;

3.3.7 the Facility Proposed Minimum Uplift is at least equal to twenty percent (20%) on a comparison with the primary energy performance of the Relevant Property undertaken prior to the commencement of the EE Investment under the SEAI Scheme;

3.3.8 the Associated Costs (if any) shall make up maximum thirty percent (30%) of the Eligible Investment Costs;

3.3.9 the Loan shall finance an EE Investment carried out in compliance with the minimum requirements with respect to environmental legislation and information access, as set out in the applicable national legislation;

3.3.10 the Proposed Approved Upgrade Works Costs, net of the Proposed SEAI Grant Amount, shall be at least equal to seventy five percent (75%) of the financing provided under the corresponding Loan;

3.3.11 the Actual Upgrade Works Costs incurred under the corresponding Loan, net of the Actual SEAI Grant Amount, shall at least be equal to seventy percent (70%) of the financing provided under the Loan;

3.3.12 the works that shall be carried out in respect of the Relevant Property will be the energy efficiency upgrade works envisaged by the SBCI Scheme Summary.

3.3.13 you have not applied, and undertake not to apply, for a loan under the SBCI Scheme from another financial institution(s) or otherwise:

1. which would cause you to borrow more than €225,000 under the SBCI Scheme in aggregate; and
2. in respect of the same Relevant Property, which would cause you to borrow more than €75,000 under the SBCI Scheme in respect of that Relevant Property.

3.3.14 you shall comply in all respects with all laws and regulations (whether national laws and regulations or laws and regulations of the EU) to which you may be subject and, the breach of which may (i) adversely impact the performance of the loan credit agreement; or (ii) adversely prejudice the interests of the SBCI, the SEAI, the DECC, the EIF, the Commission or the EIB;

3.3.15 you shall comply in all respects with all laws and regulations (whether national laws and regulations or laws and regulations of the EU) to which you may be subject and the breach of which would constitute Illegal Activities or Illegal Economic Activities;

3.3.16 you have not and shall not commit any fraud (including any fraud affecting the EU's financial interests (having the meaning set out in Article 1 in the Convention drawn up on the basis of Article K.3 of the Treaty on the European Union, on the protection of the European Communities' financial interests (OJ C 316, 27.11.1995, p.49));

3.3.17 without prejudice to paragraphs 3.3.14 to 3.3.16 (inclusive), you shall at all times comply with relevant standards and applicable legislation on the prevention of tax evasion, money laundering, the fight against terrorism and tax fraud to which you may be subject;

3.3.18 you shall promptly provide, upon request by Avant Money (on behalf of itself or the SBCI), any document or information relating to you or the Finance Documents and required to be included in any report by Avant Money, the SBCI or any Relevant Party;

3.3.19 you shall prepare, update and maintain available for the Relevant Parties, information and documentation necessary to verify your eligibility and the eligibility of the Loan under the SBCI Scheme, to verify the proper implementation of the Finance Documents, and the payment thereunder, and any other information reasonably required by the Relevant Parties;

3.3.20 with the exception of the documentation in relation to Aid, which you undertake to be able to produce in accordance with clause 3.3.21 below, you shall maintain and be able to produce (including for inspection by any Relevant Parties) all documentation related to your eligibility under the SBCI Scheme and the implementation of the Finance Documents (including the use of funds) and the Loan for a period of seven (7) years after the termination of the Finance Documents and in any case until any on-going audit, verification, appeal, litigation or pursuit of claim or investigation by OLAF, if notified to you, has been closed and if any deficiencies in the maintenance of records are identified by the Relevant Parties, you undertake to promptly, and in any event no later than three (3) months after being informed of such deficiencies (or such shorter period communicated to you by the Relevant Party), comply with the instructions given by any of the Relevant Parties and provide any additional information reasonably requested by any of the Relevant Parties;

3.3.21 you shall maintain and be able to produce (including for inspection by any Relevant Parties) all Aid documentation related to the Finance Documents for a period of ten (10) years after the termination of the Finance Documents and in any case until any on-going audit, verification, appeal, litigation or pursuit of claim or investigation by OLAF, if notified to you, has been closed and if any deficiencies in the maintenance of records are identified by the Relevant Parties, you undertake to promptly, and in any event no later than three (3) months after being informed of such deficiencies (or such shorter period communicated to you by the Relevant Party), comply with the instructions given by any of the Relevant Parties and provide any additional information reasonably requested by any of the Relevant Parties;

3.3.22 you: (i) shall co-operate in any evaluation of the Loan and/or case studies that may be carried out by the SBCI, the EIF, the EIB or the Minister; (ii) shall respond to any reasonable information requests in the context of any such evaluation and/or case studies; (iii) acknowledge that the information contained in any such case studies may be passed to the SBCI, DECC, the EIF, the EIB, the Commission and/or agents of the Commission, and/or published; and (iv) acknowledge that the SBCI, DECC, the EIF, the EIB, the Commission and/or agents of the Commission may contact you so that a case study can be used to produce audio, visual or print publications for the promotion of the Home Energy Upgrade Loan Scheme;

3.3.23 you shall, if required by Avant Money, repay all sums due under the Loan in the case of non-compliance with the SBCI Terms and Conditions (including State aid rules);

3.3.24 you shall promptly supply, upon request by Avant Money on behalf of itself or the SBCI (or any successor), such documentation and other evidence as is reasonably requested by Avant Money (on behalf of itself or the SBCI (or any successor)) in order for Avant Money or the SBCI (or any successor) to carry out and be satisfied with the results of all necessary "know your customer" or other checks in relation to any relevant person pursuant to the contractual documentation relating to the Loan;

3.3.25 you shall confirm the amount of Aid received by you and the amount of Aid receivable by you under the Loan, in each case in respect of Aid under the De Minimis Regulation and if you receive, under the SBCI Scheme or otherwise, State aid in excess of what you are permitted to receive by law, you shall return to Avant Money for onward transmission to the SBCI any such excess State aid received (including interest) under the SBCI Scheme in breach of law together with any other amount due in respect of that State aid immediately upon: (i) you becoming aware of such excess receipt; and/or (ii) Avant Money notifying you of same;

3.3.26 you shall ensure that the proceeds of the Loan are not used to finance Illegal Activities, Illegal Economic Activities or artificial arrangements aimed at tax avoidance;

3.3.27 you shall immediately inform Avant Money, to the extent not prohibited by law:

1. of any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which is to the best of your knowledge and belief, current, imminent or pending against you in connection with Illegal Activities related to the SBCI Scheme; or
2. any genuine allegation, complaint or information with regard to Illegal Activities or Illegal Economic Activities related to you or the Loan

and consult in good faith regarding appropriate actions in relation to such circumstances;

3.3.28 you shall (i) request any payments from Avant Money, and (ii) make any payments to Avant Money, to or from (as appropriate) a bank account held by you with a duly authorised financial institution in the jurisdiction where Avant Money is incorporated or has its place of residence or, if this is not the case, in an EU Member State;

3.3.29 you shall hold and maintain amounts received under this Loan in a bank account held with a credit institution situated within an EU Member State;

3.3.30 you shall (i) not use the funds or economic resources made available to you by Avant Money in any manner that would result in such funds or economic resources being made available to, or for the benefit of a Sanctioned Person, (ii) ensure that no person that is a Sanctioned Person will have any legal or beneficial interest in any funds paid to Avant Money in the context of the Finance Documents, (iii) ensure that no payment made to Avant Money in connection with the SBCI Scheme will result in a breach by Avant Money of any Restrictive Measures and (iv) promptly upon becoming aware, supply to Avant Money, details of any claim, action, suit, proceedings or investigations with respect to Restrictive Measures against you;

3.3.31 you shall only use (subject always to the other restrictions on use contained in these SBCI Terms and Conditions and the loan credit agreement) the Loan for the purpose of an investment in retrofitting your Relevant Property for energy efficiency and decarbonisation purposes in compliance with the terms of the Home Energy Upgrade Loan Scheme;

3.3.32 if the Loan is granted/issued with the specific purpose of financing the construction of new buildings and major rehabilitation of existing buildings (i.e. exceeding 25% of the surface area or 25% of the building value excluding land) any such construction of new buildings and major rehabilitation of existing buildings shall comply with national energy standards defined by the Energy Performance of Buildings Directive (EPBD, 2018/844/EU); and

3.3.33 the obligations expressed to be assumed by you pursuant to the Finance Documents to which you are a party are valid, binding and enforceable obligations under applicable law.

4. Events of Default

In addition to the events of default set out in the Standard Terms and Conditions, Avant Money will be entitled to terminate its commitment under the Loan and require immediate repayment of all monies due, including interest and other charges, should any of the following events whatsoever occur:

4.1 the Loan ceases to comply with any of the eligibility criteria under the SBCI Scheme;

4.2 you fail to comply with the obligations set out in clause 3 and / or the representations, warranties and undertakings set out in clause 3 are not correct as at the date that they are given;

4.3 where the information included in or documentation provided to the SEAI Project Intermediary or Avant Money as part of the application process was untrue or inaccurate at the time of provision, and because of that provision of untrue or inaccurate information and/or documentation the Loan is in breach of the SBCI Scheme (including the State aid provisions); and

4.4 you become a Sanctioned Person as a result of breaching any applicable laws or regulations, or you do not comply with the provision of sub-paragraphs (i) and (ii) of paragraph 3.3.30.

5. Data Protection

5.1 The SBCI will process and share your personal data (hereafter the "Borrower Personal Data") in accordance with its Data Protection Statement, as may be amended from time to time. The SBCI's Data Protection Statement is set out on the SBCI's website available at: https://sbci.gov.ie/data-protection-notice. It includes details of the Borrower Personal Data (including your contact details) that the SBCI processes for the purposes of the SBCI Scheme and the SBCI Terms and Conditions, and those third parties that the SBCI discloses it to.

5.2 In particular, the SBCI may process and use your contact details in order to engage with you to verify your eligibility for the Loan under the SBCI Scheme. In the event that you fail to respond to communications received from the SBCI (or, where applicable, Avant Money) within 33 months of the date of the loan credit agreement, you acknowledge and agree that Avant Money may exclude the Loan from the SBCI Scheme at month 33, or at any time thereafter, or the SBCI may exclude the Loan from the SBCI Scheme at month 36 or at any time thereafter. This exclusion may give rise to an automated decision in respect of you within the meaning of Article 22 GDPR. Please refer to the SBCI's Data Protection Statement for further information.

5.3 Any queries or complaints regarding the SBCI's processing of the Borrower Personal Data and/or the exercise of your individual rights against the SBCI should be addressed to: The Data Protection Officer, Strategic Banking Corporation of Ireland, Treasury Dock, North Wall Quay, Dublin 1 D01 A9T8 at dpo@sbci.gov.ie.

5.4 As outlined in the SBCI's Data Protection Statement, the SBCI is required to provide certain Borrower Personal Data to Avant Money, the SEAI, the EIF, the EIB, the Minister, DECC and the Relevant Parties. The legal basis under Applicable Data Protection Laws for any such disclosure of the Borrower Personal Data to these third parties shall be for the performance of a task carried out in the public interest or in the exercise of official authority vested in the SBCI, pursuant to Article 6.1(e) GDPR, section 38(1) of the Data Protection Act 2018 and section 8(1) of the Strategic Banking Corporation of Ireland Act 2014.

5.5 Avant Money will process and share the Borrower Personal Data in accordance with Avant Money's data protection notice, as acknowledged by you in the application process relating to this Loan and as referenced in the terms and conditions set out in the loan credit agreement and/or the Standard Terms and Conditions attached to the loan credit agreement.

5.6 All processing of the Borrower Personal Data by the EIB, the EIF, the Minister and DECC shall be carried out in accordance with (as applicable):

1. the EIB guidelines on handling of personal data available at: https://www.eib.org/en/privacy/lending.htm, as such document may be updated and/or replaced from time to time in line with the Data Protection Regulation.
2. the EIF guidelines on the handling of your personal data are available at: https://www.eif.org/attachments/processing-of-final-recipients-personal-data.pdf as such document may be updated and/or replaced from time to time in line with the Data Protection Regulation; and
3. the data protection notice of the Minister and DECC, as such document may be updated and/or replaced from time to time in line with Applicable Data Protection Laws.

5.7 The SBCI, the EIB, the EIF, the SEAI and/or DECC may be obliged to divulge certain Borrower Personal Data to any competent EU body in accordance with the relevant mandatory provisions of EU Law.

5.8 In particular and without prejudice to the generality of the foregoing, you are advised:

5.8.1 your name, address, email address and other Borrower Personal Data in connection with the Loan may be communicated by Avant Money to the SBCI and onward transferred to the EIB, the EIF and /or the Relevant Parties;

5.8.2 that any Borrower Personal Data communicated to Avant Money and/or the SBCI will be stored until at least seven (7) years following the termination of this Loan or the SBCI Scheme, and in any case until any on-going audit, verification, appeal, litigation or pursuit of claim or investigation by the European Anti-Fraud Office (OLAF), if notified to Avant Money and/or the SBCI, has been closed.

5.8.3 that requests by you to verify, correct, delete or otherwise modify Borrower Personal Data communicated to the EIB, the EIF and/or the Commission, as the case may be, should be addressed to the EIB, the EIF and/or the Commission, as applicable, at the following address:

in respect of the EIF:
European Investment Fund
37 B avenue J.F. Kennedy
L-2968 Luxembourg
Grand Duchy of Luxembourg
Attention: EIF Data Protection Officer

in respect of the EIB:
European Investment Bank
98-100, boulevard Konrad Adenaeur
L-2950 Luxembourg
Grand Duchy of Luxembourg
Attention: EIB Data Protection Officer

in respect of the Commission:
Commission Européenne
Directorate General Economic and Financial Affairs
L-2920 Luxembourg
Grand Duchy of Luxembourg
Attention: Data Protection Officer

Such requests shall be treated as described in Articles 17 to 24 of the Data Protection Regulation.

5.8.4 that pursuant to Article 63, paragraph (1) of the Data Protection Regulation, you may lodge a complaint with the European Data Protection Supervisor if you consider that the processing of your personal data by the EIB, the EIF and/or the Commission infringes the Data Protection Regulation or your rights under Article 16 of the Treaty on the Functioning of the European Union;

5.8.5 that pursuant to Article 77(1) of the GDPR, you may lodge a complaint with the Data Protection Commission if you consider that the processing of your personal data by the SBCI infringes the GDPR; and

5.8.6 you undertake to maintain and be able to produce all documentation specified in clause 3.3.5 for a period of ten (10) fiscal years from the date of termination of the Loan.

For the avoidance of doubt, any reference to personal data in this clause 5 shall include personal data as defined in the Data Protection Regulation and in the GDPR.

Annex 1 - Defined Terms

"4th and 5th AML Directives" means Directive 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, as amended by Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018 amending Directive (EU) 2015/849, and as further amended, supplemented or restated.

"Actual SEAI Grant Amount" means the amount of the SEAI grant actually made available to you for the purposes of funding (in part) the SEAI-approved EE Investment to the Relevant Property.

"Actual Upgrade Works Costs" means the actual Eligible Investment Costs incurred in carrying out the EE Investment on the Relevant Property, excluding Associated Costs.

"Aid" means any advantage granted through state and/or Commission resources which, but for an exemption granted pursuant to the De Minimis Regulation, would constitute illegal State aid as defined in Article 107(1) of the Treaty on the Functioning of the European Union.

"AML Criminal Law Directive" means Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law, as amended, supplemented or restated.

"AML Directives" means the 4th and 5th AML Directives and the AML Criminal Law Directive.

"Applicable Data Protection Laws" means all applicable laws in relation to the processing of personal data, including: (i) the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (S.I. No. 336/2011) and any other applicable legislation which implements Directive (2002/58/EC); (ii) the Data Protection Act 2018; (iii) the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the "GDPR"); and (iv) any applicable subordinate legislation or regulations made in relation to any of the foregoing and in each case as any such laws shall be amended, supplemented, replaced or superseded from time to time.

"Associated Costs" means costs that are not strictly required for the improvement of the primary energy performance of a Relevant Property, but which shall be undertaken because such associated investments together with EE Investments make more economic sense in terms of costs or efficiency resources than undertaking them separately.

"Avant Money" means Bankinter S.A., trading as Avant Money, its successors and assigns.

"Commission" means the Commission of the European Union.

"Data Protection Regulation" means Regulation (EU) No. 2018/1725 of the European Parliament and of the Council, dated 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the European Union institutions, bodies, offices and agencies and on the free movement of such data (OJ L 295, 21.11.2018, p.39-98).

"DECC" means the Department of the Environment, Climate and Communications.

"De Minimis Loan" means a Loan that complies with Annex 3 (State Aid Conditions).

"De Minimis Regulation" means Commission (EU) Regulation No 2023/2831 of 13 December 2023 on the application of Articles 107 and 108 of the Treaty on the Functioning of the European Union to de minimis aid, as amended, restated, supplemented and/or substituted from time to time.

"ECA" means the European Court of Auditors.

"EE Investment" means an energy efficiency investment, which meets minimum technical standards and thresholds for economic performance and financial profitability, by complying with all of the following requirements:

1. complies with the Sub-Sector Eligibility Criteria;
2. is undertaken with respect to a Relevant Property;
3. consists of Eligible Investment Costs;
4. applies commercially proven technologies, and
5. is completed within the EE Investment Period.

"EE Investment Period" means the period of up to two (2) years starting on the date of signature of the loan credit agreement and ending by no later than 31 December 2028.

"EIB" means the European Investment Bank.

"EIF" means the European Investment Fund.

"Eligible Investment Costs" means:

1. costs incurred with respect to capital investments needed for the realisation of an EE Investment (including non-recoverable VAT thereon), comprising all elements of a permanent nature (whether tangible or intangible) that are necessary for achieving the results that the EE Investment is designed to deliver; and
2. the Associated Costs (if any),

and, for the avoidance of doubt, shall exclude costs incurred with respect to:

1. maintenance activities;
2. recoverable costs, such as recoverable VAT;
3. pure financial transactions not directly linked to the financing of new asset or assets designed to improve the primary energy performance of a Relevant Property, and/or
4. purchase of land or real estate investment.

"Energy Partner/Counterparty" means a provider that is responsible for ensuring the delivery of all aspects of an energy upgrade/retrofit in relation to an SEAI Scheme and acts as your agent in your interactions with SEAI.

"EPPO" means European Public Prosecutor's Office in respect of those member states of the EU participating in enhanced cooperation pursuant to Regulation (EU) 2017/1939 of 31 October 2017 implementing enhanced cooperation on the establishment of the European Public Prosecutor's Office (OJ L 283, 31.10.2017).

"EU" means the European Union.

"Exclusion Situation" means that you are in any of the following situations:

1. is bankrupt, is subject to insolvency or is in an arrangement with creditors;
2. in the past five (5) years, has been the subject of a final judgment or final administrative decision for being in breach of your obligations relating to the payment of taxes or social security contributions in accordance with the applicable law and where such obligations remain unpaid, unless a binding arrangement has been established for payment thereof;
3. in the past five (5) years, you have been the subject of a final judgment for:
   1. fraud;
   2. corruption;
   3. participation in a criminal organisation;
   4. money laundering or terrorist financing;
   5. terrorist offences or offences linked to terrorist activities, or inciting, aiding, abetting or attempting to commit such offences;
   6. child labour and other forms of trafficking in human beings; or
4. is under the published list of economic operators excluded or subject to financial penalty, in each case contained in the early detection and exclusion system database (the EDES database available at the official website of the EU) set up and operated by the Commission.

"Facility Proposed Minimum Uplift" means the minimum uplift of the primary energy performance of the Relevant Property which is expected to result from the EE Investment financed (in part) by the Loan.

"Finance Documents" means the loan credit agreement and any other documents entered into in connection with the Loan.

"Holiday Home" means a home that someone owns in addition to their usual home and is primarily used (by such person, their family, friends or let to others as a holiday let) for holidays.

"Illegal Activities" means any of the following illegal activities or activities carried out for illegal purposes according to applicable laws in any of the following areas: (i) fraud, corruption, coercion, collusion or obstruction, (ii) money laundering, financing of terrorism or tax crimes (including tax fraud and tax evasion) each as defined in the AML Directives, and (iii) fraud and other illegal activity against the financial interests of the EIB, the EIF and European Union as defined in the PIF Directive.

"Illegal Economic Activities" means any production, trade or other activity, which is illegal under the laws or regulations of the home jurisdiction for such production, trade or activity. For the avoidance of doubt, human cloning for reproduction purposes is considered an Illegal Economic Activity.

"Loan" means the term loan facility made or to be made by Avant Money to you under the loan credit agreement.

"Minister" means the Minister for the Environment, Climate and Communications.

"Mixed-Use Property" means a single property having a single MPRN which is used in part for commercial purposes and in part for residential purposes.

"MPRN" means the Meter Point Reference Number, which is the unique numeric identifier allocated to a property for the purposes of identifying the property's connection to the Irish national electricity network.

"NCJ Implementation" means the that you are residing in Ireland and that there is no indication that the Loan and any of the Finance Documents support actions that contribute to (i) criminal activities such as money laundering, financing of terrorism, tax crimes (i.e. tax fraud and tax evasion) and/or (ii) wholly artificial arrangements aimed at tax avoidance.

"Non-Compliant Jurisdiction" means a jurisdiction:

1. listed in Annex I of the Council of the European Union conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes;
2. included in the OECD/G20 list of jurisdictions that have not satisfactorily implemented the tax transparency standards;
3. listed in the Annex of the Commission Delegated Regulation (EU) 2016/1675 of 14 July 2016 supplementing Directive (EU) 2015/849 of the European Parliament and of the Council by identifying high-risk third countries with strategic deficiencies;
4. rated as "partially compliant" or "non-compliant", including corresponding provisional ratings, by the Organisation for Economic Cooperation and Development and its Global Forum on Transparency and Exchange of Information for Tax Purposes against the international standard on exchange of information on request;
5. included in the Financial Action Task Force statement "High risk Jurisdictions subject to a Call for Action"; or
6. included in the Financial Action Task Force statement "Jurisdictions under Increased Monitoring",

in each case as such statement, list, directive or annex may be amended and/or supplemented from time to time.

"OLAF" means the European Anti-Fraud Office, set up in accordance with the provisions of the Regulation (EU, Euratom) No 883/2013 of the European Parliament and of the Council of 11 September 2013 concerning investigations conducted by the European Anti-Fraud Office (OLAF) and repealing Regulation (EC) No 1073/1999 of the European Parliament and of the Council and Council Regulation (Euratom) No 1074/1999.

"One-stop-shop" means a provider who will offer and deliver end-to-end services to advise upon and carry out all aspects of an energy upgrade/retrofit under an SEAI Scheme, including having a contract in place with a borrower to carry out the EE Investment to that borrower's Relevant Property and dealing with the submission of grant applications to SEAI on behalf of that borrower relating to such EE Investment.

"PIF Directive" means Directive (EU) 2017/1371 of the European Parliament and of the Council of 5 July 2017 on the fight against fraud to the Union's financial interests by means of criminal law as amended, supplemented or restated.

"Project Co-ordinator" means a provider who is responsible for managing all aspects of projects under an SEAI Scheme and is currently active within that SEAI Scheme.

"Proposed Approved Upgrade Works Costs" means the Eligible Investment Costs proposed to be incurred by you (excluding Associated Costs) in carrying out the proposed SEAI-approved EE Investment to the Relevant Property, as established prior to the approval of the Loan by Avant Money.

"Proposed SEAI Grant Amount" means the amount of the SEAI grant proposed to be made available to you for the purposes of funding (in part) the proposed SEAI-approved EE Investment to the Relevant Property.

"Relevant Parties" means (A) the representatives of the Minister, the Irish Comptroller and Auditor General, the Committee of Public Accounts of Dáil Éireann, the ECA or other competent national court of auditors, the OLAF, the EIF, the EIB, the agents of the EIF, the SBCI or (B) any other person designated by the EIF or the EIB, the Commission, agents of the Commission (including OLAF), EPPO, the Minister, the Irish Comptroller and Auditor General, the Committee of Public Accounts of Dáil Éireann, any other European Union institution or European Union body which is entitled to verify the use of the SBCI Guarantee in the context of the SBCI Scheme, and any other duly authorised body under applicable law to carry out audit or control activities.

"Restrictive Measures" means:

1. any restrictive measures adopted pursuant to the Treaty on European Union or to the Treaty on the Functioning of the European Union; and/or
2. any economic or financial sanctions adopted from time to time by the United Nations and any agency or person which is duly appointed, empowered or authorised by the United Nations to enact, administer, implement and/or enforce such measures; and/or
3. any economic or financial sanctions adopted from time to time by the United States Government and any department, division, agency, or office thereof, including the United States Department of the Treasury Office of Foreign Asset Control (OFAC), the United States Department of State and/or the United States Department of Commerce; and/or
4. any economic or financial sanctions adopted from time to time by the United Kingdom, and any UK government department or authority, including, inter alia, The Office of Financial Sanctions Implementation of His Majesty's Treasury and the Department for International Trade.

"Relevant Property" means a residential property in Ireland, excluding:

1. any property which has been Mixed-Use Property at any time during the 12 months prior to the date on which the relevant loan credit agreement is entered into;
2. any property which has been subject, during the 12 months prior to the date on which the relevant loan credit agreement is entered into, to one or more Short Term Lettings; and
3. any property which has been used as a Holiday Home at any time during the 12 months prior to the date on which the relevant loan credit agreement is entered into,

provided that, with respect to such residential property, the you have undertaken:

1. not to use the residential property as a Mixed-Use Property during the 12 months succeeding the date on which the relevant loan credit agreement is entered into;
2. that the residential property shall not be subject to Short Term Lettings during the 12 months succeeding the date on which the relevant loan credit agreement is entered into; and
3. not to use the residential property as a Holiday Home during the 12 months succeeding the date on which the relevant loan credit agreement is entered into.

"Sanctioned Person" means any person, entity, individual or group of individuals who is a designated target of or otherwise a subject of Restrictive Measures.

"SBCI" means the Strategic Banking Corporation of Ireland, which term shall include its successors, transferees and assignees, if any.

"SBCI Guarantee" means the guarantee granted by the SBCI to Avant Money in connection with the SBCI Scheme.

"SBCI Scheme" means the Home Energy Upgrade Loan Scheme established by the SBCI.

"SBCI Scheme Summary" means the one page Home Energy Summary Report setting out, inter alia, the proposed project details and which shall be completed by the SEAI Project Intermediary and provided to you, together with a quotation, prior to your application to Avant Money to be granted Loan.

"SEAI" means the Sustainable Energy Authority of Ireland.

"SEAI Project Intermediary" means a provider approved by the SEAI for the provision of services under or in connection with an SEAI Scheme and includes at the date of the loan credit agreement an Energy Partner/Counterparty, a One-stop-shop and a Project Co-ordinator.

"SEAI Scheme" means any grant scheme administered by SEAI to provide funding for property energy efficiency upgrades and includes, for the purposes of the SBCI Scheme, at the date of the loan credit agreement, the National Home Energy Upgrade Scheme and the Better Energy Homes Scheme and will include such further grant schemes administered by SEAI as are advised to you by Avant Money from time to time.

"SEAI Scheme Grant Disbursement Date" means, with respect to you, the date falling on the earlier of (i) the date on which SBCI establishes that the grant has been paid by SEAI to you and that the EE Investment has therefore been completed in accordance with SEAI's requirements or (ii) the date which is thirty-six (36) months after the date on which the loan credit agreement was entered into.

"Short Term Letting" means the letting of a property in its entirety for any period not exceeding fourteen (14) days and includes a licence that permits the licensee to enter and reside in the property in its entirety for any such period in consideration of the making by any person (whether or not the licensee) of a payment or payments to the licensor.

"Standard Terms and Conditions" means the standard terms and conditions set out in and/or attached to the loan credit agreement.

"Sub-Sector Eligibility Criteria" means the eligibility criteria listed in Annex 2 (Sub-Sector Eligibility Criteria).

Annex 2 - Sub-Sector Eligibility Criteria

Energy Efficiency criteria for the Renovation of Buildings

Eligibility

Energy efficiency investments may include a variety of products and technologies applicable to the residential sector in Ireland. The following measures are eligible:

1. Energy efficiency: building envelope insulation (walls, loft, roof, floor); window and external door replacement; heat pumps (all types); efficient radiators and heating controls (thermostats); efficient light bulbs; smart meters;
2. Renewable energy: solar photovoltaic (PV); solar thermal (space and water heating).

All capital expenditure related to energy efficiency improvement to the building envelope and building systems (either listed in this Annex or indicated by an energy audit in line with the European Standard EN 16247 Energy) is eligible if:

1. Renovation measures are compliant with national energy performance standards. Project promoters must ensure that their renovation measures are compliant with national energy performance standards; and
2. National energy performance standards for buildings comply with the Energy Performance of Buildings Directive (Directive 2010/31/EU of the European Parliament and of the Council of 19 May 2010 on the energy performance of buildings, as amended, replaced or restated from time to time) (EPBD), i.e. are in line with the cost optimum level; and
3. The expected energy savings are indicated by an energy audit (in line with the European Standard for Energy Audit EN 16247 Energy), or by a comparison between the Energy Performance Certificate (EPC) before and after (energy performance certificate according to the EPBD), or any other transparent and proportionate method acceptable to the EIB.

Indicators

• Primary energy savings in MWh/year. The expected energy saving will derive from a comparison with the baseline (energy levels before the renovation).

Supporting documentation and additional undertakings

• Energy savings need to be documented either through an energy audit when needed, or a building energy performance certificate before and after, or any other transparent and proportionate method acceptable to the EIB.
• As a best practice to monitor the energy consumption of the building during operation, an energy management system needs to be implemented in the building.

List of eligible standard measures investments in buildings

(Note: This list includes elements/systems that are eligible for energy efficiency building renovation projects. The energy efficiency project that includes these elements also needs to comply with points a, b, and c of the Energy Efficiency Criteria for the Renovation of Buildings above.)

FOR THE BUILDING ENVELOPE

1. Thermal Insulation of building envelope:all measures to improve the insulation and reduce energy losses in the building envelope (i.e. measures to ensure air-tightness, measures to reduce the effects of thermal bridges, etc.).
   • The cost can include all the materials, the installation cost, all the design/technical support costs (engineering, energy simulations, energy audits, production of EPC, etc.), and all ancillary costs needed to complete the works (removal of old material, scaffolding, mechanical fixings, adhesive, finishing, project management, commissioning, etc.).
2. Replacement of existing windows and external doors with new energy efficient ones.
   • It can include the cost of the new windows and doors, the installation cost, the design/technical support costs (engineering, energy simulations, energy audits, etc.), and all ancillary costs needed to complete the works (scaffolding, finishing, project management, commissioning, etc.)
3. Other Energy Efficiency measures in the shell or architecture of the buildingwith impact on the improvement of the thermal performance and/or that enable the reduction of energy consumption. This can include e.g. external shading devices, façade or roof elements with solar control systems functions, "green roofs", passive systems, etc., or other measures that reduce the energy demand of the building and are not covered elsewhere.
   • It can include the cost of all the materials, the installation cost, the design/technical support costs (engineering, energy simulations, energy audits, production of EPC, etc.), and all ancillary costs to complete the works (scaffolding, finishing, project management, commissioning, etc.)

FOR BUILDING SYSTEMS

In all cases it includes the cost of materials, the installation costs, the design/technical support costs (engineering, energy simulations, energy audits, production of EPC, etc.), and all ancillary costs needed to complete the works.

1. Installation and upgrade of Heat Pumps
2. All the elements (except those already referred to in points a,b,c beneath the heading "FOR THE BUILDING ENVELOPE" above) that reduce the energy consumption of HVAC systems (Heat, Ventilation, and Air Conditioning) and domestic hot water system, including the equipment related to the district heating service. (i.e. cooling production systems, storage tanks, air handling units, heat exchangers, heat recovery units/systems, ducts, pipes, valves, radiators, ceiling/floor active beams, fan coils, variable speed drives, pumps, etc. and all associated control systems and energy metering systems to follow real performance and consumption).
3. Lighting: LED Light sources, luminaires, and associated equipment (Cabling, transformers, control systems, etc.)— Applications to increase efficiency (i.e. motion and daylight control)
4. Building Management Systems (BMS) and Energy Management Systems (EMS). All hardware, meters or sub meters, communication systems, and software/programming needed for the supervision of the technical systems of the building and the monitoring and improvement of the energy consumption of the buildings.
5. Zoned thermostats and smart thermostat systems. Hardware, communication systems, and programming/software applications.
6. Decentralised energy supply systems based on energy from renewable sources if installed on-site as building services(justification of cost, capacity, and total production has to be provided)
   • Solar Photovoltaic Systems and all the ancillary technical equipment including the connection to the grid.
   • Solar panels (hot water panels, transpired collectors, vacuum solar collectors, etc) and all the ancillary technical equipment.
7. Installation of thermal or electric energy storage units (and all ancillary equipment).

Annex 3 - State Aid Conditions