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• 20 Nov 2023

Yes

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Complex

Some of these assumptions were used in the Legal Engagement precedent for legal services for a client being appointed as security trustee and I have added in a few more that might be useful

Services:

Review and negotiate the transaction documents (the security trust deed, the debenture and the bond instrument). 

•    A maximum of two rounds of document review. 

•    Advising the Security Trustee on any particular consideration arising from the review of documents and on any specific trustee protection issues.

Fees quoted in this letter are based on the following:

Assumptions

• No borrower or underlying beneficial owners of a borrower (shareholders holding 25% or more shares will be considered as underlying beneficial owners) is operating in any country on a sanctioned-countries list of the UK, the EU or the US.
• Our appointment will be made by [           ] 
• Our work on the matter will conclude within [two] [six] weeks of initial instructions
• No more than [4] rounds of drafting
• [The Transaction Documents are based on our agreed template form.]
• [Any comments from Issuer’s counsel will be received promptly and they are responsible for perfecting the security; ]
• [We shall receive prompt responses from the Sponsor or Sponsor’s counsel as to any confirmation in respect of the existing security;]
• [All charges have been registered correctly and within the appropriate timeframe.]
• [The Security Trustee has not breached the security trust agreement]
• [The security granted in favour of the Trustee for the benefit of the Noteholders will not be examined or amended as part of this appointment.]
• Truva Corp will have no liability in respect of any services or advice provided to the Client by other advisers. 

Matters outside the scope of the Engagement 

• carrying out any due diligence in relation to any aspect of your appointment. 
• the assumption of any responsibility for the underlying business decision by you to take the appointment

Qualifications to the provision of Legal Services

Any advice given by Truva Corp under this Engagement (which will not extend to advice on the contents of any contract to which Truva Corp is a party or which affects our rights and obligations) is provided solely for the purpose of the Engagement and for the use and benefit of the Client. Except with our prior written approval, such advice may not be used or relied on for any other purpose or disclosed to any other person (excluding your professional advisers, who may not rely on such advice). 

a)           Truva Corp employs individuals who also practice as solicitors.  Such individuals are authorised and regulated by the Solicitors Regulation Authority (the “SRA”). 

b)           As Truva Corp is not regulated by the SRA, it is not required by the SRA to maintain professional indemnity insurance, nor is the Client eligible to apply for a grant from the SRA Compensation Fund. Nevertheless, we do carry such insurance, information about which can be requested from us specifically if needed. 

c)           Truva Corp maintains a complaints procedure in the event you are unhappy with the service we provide.  If your complaint relates to the services of a solicitor employed by us, you may have a right to complain to the Legal Ombudsman (see https://www.legalombudsman.org.uk/). 

 

Other

[In no circumstances will Truva Corp provide advice in relation to any contract or programme document to which it or an Affiliate is a party or which affects our rights and obligations. All draft contractual documents produced or amended by Truva Corp to which Truva Corp is or intended to be a party constitute Truva Corp's offer on the basis upon which it is willing to enter into such contracts.]

RA

Rachel Amos

20 Nov 2023

This is helpful

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Comment

Post
• 20 Nov 2023

Yes

|

Complex

These assumptions were made using the “proposal” document for Programme Trustee and Security Trustee  and Series Notes Trustee and Security Trustee


Assumptions, Qualifications and Matters outside of the proposed relationship

Fees quoted in this letter are based on the following:

Assumptions

• The required KYC information and documentation will be provided to Truva Corp as per Truva Corp’s terms and conditions.
• That all KYC documents provided are correct and appropriate in accordance with current KYC and AML legislation. 
• Issuer’s counsel will be responsible for registering all charges.
• You will provide all requested information and documents in a timely way to Truva Corp to enable it to perform its services.
• In consideration of the Services to be provided by Truva Corp, you agree to pay such fees and other amounts set out herein, including reimbursement of all professional fees (including VAT and disbursements).
• You agree to the Truva Corp standard terms and conditions (at www.truvacorp.com).
• Our appointment will be made by March 2024. 
• Truva Corp will have no liability in respect of any services or advice provided to the Issuer and the Arranger or by other advisers.

Qualifications

• All fees quoted are exclusive of VAT and third-party costs. Fees may increase in the event of errors, omissions and delays in the provision of such information.
• We reserve our right to adjust our fees from one year after the date of any proposal. Any changes to fees will be communicated in writing to the Issuer and the Arranger.
• Our hourly rates are increased annually and will be notified in writing if appropriate.

Matters outside of the proposed relationship

• The provision of any advice relating to regulatory requirements whether within the United Kingdom or otherwise.
• The provision of any tax, legal, accountancy or insolvency advice.
• Other than as expressly set out in any Client Agreement, the provision of any other specialist or technical advice.

RA

Rachel Amos

20 Nov 2023

This is helpful

|

Comment

Post