LEGAL

Standard Terms and Conditions

Bellerive Global Services Limited
Kingsway House, Havilland Street, St Peter Port, Guernsey, GY1 2QE
T +44 1481 743290 | www.bellerivefinance.com

Last update: May 2024

This is an important document affecting your rights and responsibilities as a borrower. You should read it carefully before signing lending documents with Bellerive Global Services Limited, Bellerive Finance PCC Limited, or any of their related companies.

If you have any questions about this document, or need assistance with understanding it, please contact us. You may also wish to consult your professional advisors.

1. Applicability, Definitions and Interpretation

1.1 Applicability

These Standard Terms and Conditions apply to any facility letter in respect of which they are expressly incorporated (the “Facility Letter”), commencing on the later of (i) 15 February 2021 and (ii) the date of the Facility Letter, and ceasing to apply on the date they are superseded by revised terms and conditions.

1.2 Definitions

For the purpose of interpreting and construing these Standard Terms and Conditions in relation to the Facility Letter, each of the following terms shall have the meaning given to them:

“Agreed Period” means one financial year or such other period for providing management accounts as specified in the Facility Letter.
“Amortisation Basis” means the facility repayment basis under which the Borrower must repay each outstanding Loan in instalments in accordance with paragraph 7.1.2.
“Anti-Corruption Laws” means (a) The Prevention of Corruption (Bailiwick of Guernsey) Law, 2003; (b) The Bribery Act 2010 of the United Kingdom; and (c) any similar applicable laws or regulations relating to bribery or corruption.
“Availability Period” means the period from the date of the Facility Letter to the Advance Date set out pursuant to the Facility Letter.
“BGSL” means Bellerive Global Services Limited, a company incorporated and registered in Guernsey, or any of its Subsidiaries named in the Facility Letter.
“Borrower” has the meaning given to that term in the Facility Letter.
“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in London and Guernsey.
“Default” means an Event of Default or any other event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.
“Event of Default” means any event or circumstance specified as such in paragraph 22 (Events of Default).
“Facility” has the meaning given to that term in the Facility Letter.
“Facility Limit” has the meaning given to that term in the Facility Letter.
“Finance Document” means the Facility Letter, these Standard Terms and Conditions, each Security Document, each Drawdown Request, each Selection Notice, each Supplemental Document, any Extension Notice, any Subordination Deed, any Intercreditor Deed, any Duty of Care Deed, any Exit Fee Letter, any Profit Share Letter and any other document designated as a Finance Document by BGSL and the Borrower.
“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.
“Material Adverse Effect” means any effect which, in the reasonable opinion of BGSL, is likely to adversely affect the ability of any Relevant Person to comply with its obligations under a Finance Document.
“Relevant Persons” means the Borrower, each Group Company and each person who has entered into or will enter into a Security Document in favour of BGSL in respect of the Facility.
“Security Right” means any mortgage, charge, security interest, pledge, lien, assignment, guarantee, indemnity, right of set-off or other encumbrance, whether fixed or floating.
“Termination Date” has the meaning given to that term in the Facility Letter or such other date determined in accordance with paragraph 7.4 (Extension Option).

Full definitions for all other defined terms, including currency definitions, are available in the complete Standard Terms and Conditions document.

1.3 Interpretation

In the interpretation and construction of the Facility Letter and these Standard Terms and Conditions (unless the context otherwise requires):

Any reference to statutes shall include all amendments, substitutions, modifications and re-enactments for the time being in force.
Any reference to words importing the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
In the event of any conflict between the Facility Letter and these Standard Terms and Conditions, the terms of the Facility Letter shall prevail.
Any reference to a time of day is a reference to London time.
Paragraph and clause headings are for ease of reference only and shall not affect interpretation.

2. Amount

Subject to the terms of the Facility Letter and these Standard Terms and Conditions, BGSL makes the Facility available to the Borrower in an aggregate principal amount not exceeding the Facility Limit.

BGSL may make a Property Protection Loan whether requested by the Borrower or not. Each Property Protection Loan shall be repayable on demand made by BGSL and in any event on the Termination Date, and shall bear interest in accordance with paragraph 9.6 (Default Interest) as if it were an overdue amount.

3. Purpose and Monitoring

The Borrower may only utilise the Facility for the purpose or purposes set out in the Facility Letter. BGSL may, but shall not be obliged to, monitor or verify the application of any amount borrowed under the Facility.

4. Conditions of Drawdown

The Borrower may not deliver a Drawdown Request to BGSL unless BGSL has received all of the documents and other evidence set out in the Conditions Precedent of the Facility Letter, in each case in a form and substance satisfactory to BGSL.

If the Committed Basis applies, BGSL will only be obliged to make the Facility available if, on the date of the Drawdown Request and on the proposed Drawdown Date: (a) no Default is continuing or would result from the proposed drawdown; and (b) the Repeating Representations are true and accurate in all material respects.

If the Uncommitted and On-demand Basis applies, nothing in the Facility Letter or these Standard Terms and Conditions shall commit BGSL to make a Loan available to the Borrower. BGSL shall be entitled to make or decline to make a Loan available in its sole and absolute discretion.

5. Drawdown

Unless the Multiple Drawdown Basis applies, the Borrower may not deliver a Drawdown Request if, as a result of the proposed drawdown, two or more Loans would be outstanding.

Each Drawdown Request is irrevocable. The Borrower may drawdown the Facility up to the Facility Limit by making a Drawdown Request: not later than 11am one Business Day before the proposed Drawdown Date for Sterling Loans; and not later than 11am three Business Days before for Loans in any other currency.

Upon expiry of the Availability Period, the Facility will cease to be available for drawing and the Available Facility will be automatically cancelled. BGSL may withdraw its offer at any time prior to the Drawdown Date if any information provided to BGSL proves to be incorrect, inaccurate or misleading in any material respect.

7. Repayment

The Borrower shall repay each outstanding On-demand Loan in full immediately upon demand by BGSL together with all interest accrued and any other monies due under the Finance Documents.

Subject to paragraph 7.4 (Extension Option), the Borrower shall repay each outstanding Loan in full on the Termination Date together with all interest accrued and any other monies due under the Finance Documents.

The Borrower may not reborrow any part of the Facility which has been repaid. In the event of a late or returned payment, BGSL reserves the right to charge an administration fee.

BGSL may, in its absolute discretion, offer to extend the Termination Date by up to six months by issuing an Extension Notice specifying any extension fee payable and any conditions of such extension.

8. Prepayment and Cancellation

If in the opinion of BGSL the introduction of any law or regulation makes it unlawful to perform its obligations or to fund or maintain the availability of any Loan, BGSL shall promptly notify the Borrower and the Facility will be immediately cancelled.

Upon a Change of Control and/or Listing, BGSL shall be entitled to cancel the Facility and demand immediate prepayment of each outstanding Loan. All Net Disposal Proceeds must be remitted to BGSL immediately upon receipt. All Insurance Proceeds must similarly be remitted to BGSL unless contractually required to be applied in reinstating the Property.

The Borrower may voluntarily prepay the whole or any part of any Loan with not less than five Business Days’ prior notice. Any prepayment under the Reference Basis or Fixed Rate Basis shall include Break Costs. No amount cancelled may subsequently be reinstated.

9. Interest

If the Base Rate Basis applies, interest shall accrue on each Loan at an annual percentage rate equal to the higher of: (i) the sum of the Margin plus the Base Rate; and (ii) the minimum aggregate rate specified in the Facility Letter.

If the Fixed Rate Basis applies, interest shall accrue on each Loan at the Fixed Rate from the Drawdown Date until the Termination Date.

If the Reference Basis applies, the rate of interest on each Loan for each Interest Period is the percentage rate per annum equal to the higher of: (i) the aggregate of the Margin and the applicable Reference Rate; and (ii) the minimum aggregate rate specified in the Facility Letter.

If the Borrower is in breach of any obligation under a Finance Document, default interest shall accrue at a rate 2.00% per annum higher than the rate which would have been payable absent the default.

10. Fees

The Borrower will pay to BGSL each fee as specified in the Facility Letter. Fees include, as applicable: Arrangement Fee, Exit Fee, Early Prepayment Fee, Refinancing Fee, Non-Utilisation Fee, Security Fee, Conversion Fee, and Extension Fee, each in the amount and at the time specified in the Facility Letter.

If an Event of Default occurs and has not been waived by BGSL in writing, any amount payable under paragraph 11.5 (Other Indemnities) may include the cost of BGSL’s management time, calculated on the basis of such reasonable daily or hourly rates as BGSL may notify to the Borrower.

11. Tax Gross-up, Increased Costs and Other Indemnities

All payments by the Borrower under the Finance Documents shall be free and without deduction of Tax unless required by law, in which case the amount payable shall be increased to ensure BGSL receives a net sum equal to what it would have received absent any deduction or withholding.

If BGSL incurs an Increased Cost, the Borrower will indemnify it and promptly pay the amount BGSL certifies as payable in respect of that Increased Cost.

The Borrower shall pay and indemnify BGSL against any cost, loss or liability in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

The Borrower shall indemnify BGSL against any cost, loss or liability incurred as a result of: the occurrence of any Default; a failure to pay any amount due on its due date; or a Loan not being prepaid in accordance with a notice of prepayment given by the Borrower.

12. Costs and Expenses

The Borrower shall pay to BGSL all costs and expenses (including legal fees) reasonably incurred in connection with the negotiation, preparation and execution of the Facility Letter, the Finance Documents and any other documents referred to therein.

The Borrower shall reimburse and indemnify BGSL for all costs and expenses (including legal fees) reasonably incurred in evaluating, negotiating or complying with any request for an amendment, waiver or consent.

The Borrower shall indemnify BGSL in respect of all costs and expenses (including legal fees) incurred in connection with the enforcement of, or preservation of any rights under, any Finance Document.

13. Security Documents

BGSL’s appointed lawyers shall act in the perfection of all Security to be granted pursuant to the Facility Letter. All costs thereof shall be borne by the Borrower and the Security must be perfected to the satisfaction of BGSL in all respects.

The Borrower will enter into such further Security Documents in favour of BGSL as BGSL may require from time to time. All Security Documents are to be in BGSL’s standard form except where documentation has been specifically drawn up by BGSL’s appointed lawyers.

Each Security Document and all Security taken in the future or previously taken shall be treated as continuing security and held in support of the Facility.

14. Corporate Representations

If the Borrower is a company or other corporate entity, it makes the following representations and warranties to BGSL:

Status: Each Group Company is duly incorporated, validly existing and has the power to own its assets and carry on its business.
Power and authority: Each Group Company has the power to enter into and perform the Finance Documents and has taken all necessary action to authorise its entry into them.
Binding obligations: The obligations expressed to be assumed by each Group Company in each Finance Document are legal, valid, binding and enforceable.
Non-conflict: The entry into and performance of the Finance Documents do not and will not conflict with any applicable law, constitutional documents, or any agreement binding on any Group Company.
No Event of Default: No Event of Default is continuing or might reasonably be expected to result from drawing down under the Facility.
Sanctions: No Group Company is a Sanctioned Party, and no Group Company has used the proceeds of the Facility in connection with any Sanctioned Party.
Anti-Corruption Laws: Each Group Company conducts its businesses in compliance with applicable Anti-Corruption Laws.

The Repeating Representations are deemed to be made on the date of each Drawdown Request and on each Interest Payment Date (or first day of each Interest Period where the Reference Basis applies).

15. Natural Persons Representations

If the Borrower is a natural person, it makes the following representations and warranties to BGSL:

Binding obligations: The obligations expressed to be assumed by each Relevant Person in each Finance Document are legal, valid, binding and enforceable.
Non-conflict: The entry into and performance of the Finance Documents do not and will not conflict with any applicable law or any agreement binding on any Relevant Person.
No default: No Event of Default is continuing or might reasonably be expected to result from drawing down under the Facility.
Sanctions & Anti-Corruption: No Relevant Person is a Sanctioned Party and each Relevant Person conducts its businesses in compliance with applicable Anti-Corruption Laws.

16. Information Covenants of Corporate Borrowers

If the Borrower is a corporate entity, it shall supply to BGSL:

Within 90 days after the end of each financial year, copies of its Financial Statements and those of each other Group Company.
Within 28 days before the commencement of each financial year, its annual budget for the next financial year.
Within 28 days after the end of each Agreed Period, its management accounts showing a comparison with budget.
A certificate of compliance with the Financial Covenants signed by a director, with supporting computations.
Promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings against any Relevant Person.
Notification of any Default and the steps being taken to remedy it, promptly upon becoming aware of its occurrence.

17. Information Covenants of Natural Persons

If the Borrower is a natural person, it shall supply to BGSL:

Within 30 days after the expiry of each twelve-month period, an Asset and Liability Statement in a form and content satisfactory to BGSL.
Promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings against any Relevant Person.
Notification of any Default and the steps being taken to remedy it, promptly upon becoming aware of its occurrence.
Such documentation and information as BGSL may request to comply with any anti-money laundering or client due diligence rules.

18. Financial Covenants

The Borrower undertakes that the Loan to Value Ratio shall not at any time exceed the maximum percentage specified in the Facility Letter. BGSL shall be entitled to obtain a fresh Valuation in respect of all or any of the Charged Property at any time, with costs borne by the Borrower.

If the Maintenance of LTV Basis applies and BGSL determines that the Loan to Value Ratio has increased by the LTV Maximum Increase Percentage or more, or the Loan to Value Ratio Covenant has been breached, the Borrower shall immediately upon demand deliver additional Security and/or repay or prepay outstanding Loans as required by BGSL.

19. General Covenants of Corporate Borrowers

If the Borrower is a corporate entity, it undertakes that it will not (and will ensure that no Group Company will), without the prior written consent of BGSL:

Create or permit any Security Right over any asset, property or undertaking (subject to permitted exceptions).
Incur any Borrowings other than those arising under the Finance Documents.
Enter into any hedging or currency management arrangements or other derivative transactions.
Incur or allow to remain outstanding any guarantee or indemnity in respect of any obligation of any person.
Dispose of any asset other than a Permitted Disposal.
Enter into any amalgamation, demerger, merger or corporate reconstruction.
Acquire a company or any shares or securities or a business or undertaking.
Declare, make or pay any dividend or other distribution on its share capital.

20. General Covenants of Natural Persons

If the Borrower is a natural person, it undertakes that it will not (and will ensure that no Relevant Person will), without the prior written consent of BGSL:

Create or permit any Security Right over any Secured Property.
Incur any Borrowings other than those arising under the Finance Documents.
Enter into any hedging or currency management arrangements or other derivative transactions.
Dispose of any Secured Property other than a Permitted Disposal.

21. Insurances

The Borrower shall ensure that contracts of insurance are maintained in full force covering the Property and plant and machinery to the full replacement or reinstatement value. Insurance must be in an amount, form and with insurers approved by BGSL in writing, and must provide comprehensive coverage against all insurable risks including fire, flood, subsidence, terrorism and third-party liability.

BGSL must be named as composite insured and first loss payee (in respect of freehold property). The Borrower shall duly pay all premiums and promptly notify BGSL of any proposed changes, claims or threats to cancel any such insurance.

22. Events of Default

Each of the following events or circumstances constitutes an Event of Default:

Non-payment: The Borrower or any Relevant Person does not pay on the due date any amount payable under a Finance Document.
Other obligations: The Borrower or any Relevant Person does not comply with or breaches any provision of any Finance Document.
Misrepresentation: Any representation or statement made to BGSL under or in connection with any Finance Document proves to be inaccurate, incorrect or misleading in any material respect.
Cross Default: Any Borrowings of any Relevant Person are not paid when due or any creditor becomes entitled to declare such Borrowings due and payable prior to their stated maturity.
Insolvency: A Relevant Person is unable or admits inability to pay its debts as they fall due, or is deemed unable to pay its debts under applicable law.
Insolvency proceedings: Any corporate action or legal proceedings are taken in relation to the winding-up, dissolution, administration or bankruptcy of any Relevant Person.
Material adverse change: Any event or circumstance occurs which BGSL believes has or is reasonably likely to have a Material Adverse Effect.

If an Event of Default occurs and has not been waived in writing by BGSL, BGSL may by written notice declare all or part of each outstanding Loan due and payable, cancel any undrawn Facility, require repayment of all outstanding Loans, and/or take steps to enforce any Security Document.

23. Payment, Set-off and Interest Calculations

All payments of principal, interest or commission will be paid to BGSL in cleared funds in the currency in which such amounts are denominated. All payments shall be made without set-off or counterclaim.

All sums of interest, fee or commission accrue on a daily basis and are calculated on the basis of a year of 365 days for Sterling Loans and 360 days for Loans in any other currency.

BGSL may apply any monies standing to the Borrower’s credit on any account towards payment of any monies due, owing or incurred by the Borrower to BGSL, without notice to the Borrower.

24. Assignment, Transfer and Securitisation

The Borrower may not assign or transfer all or any of its rights, obligations or benefits under the Finance Documents. BGSL will be entitled to assign any of its rights and/or transfer by novation any of its rights, benefits and obligations to any other person or entity.

BGSL will be entitled to enter into any sub-participation or trust arrangement in relation to the Finance Documents and to disclose to its advisers and any prospective or actual assignee or transferee all information, including confidential financial information, given to BGSL in relation to the Finance Documents.

25. Notices

Any communication under the Finance Documents shall be made in writing and may be made by letter to BGSL and by letter or email to the Borrower. Communications shall be deemed received: if delivered personally, when left at the relevant address; if sent by pre-paid post, two Business Days after posting; if sent by email, at the time of transmission (provided that communications sent after 4pm or on a non-Business Day shall be deemed received on the next Business Day).

26. Contractual and Regulatory Matters

The Finance Documents contain the entire agreement between BGSL and the Borrower and supersede any previous agreements, representations or discussions.

No failure or delay by BGSL to exercise any power, right or remedy shall operate as a waiver. The rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.

Personal data provided by the Borrower to BGSL will be subject to BGSL’s privacy policy at www.bellerivefinance.com.

Bellerive Global Services Limited and Bellerive Finance PCC Limited are licensed and regulated by the Guernsey Financial Services Commission under the Lending, Credit and Finance (Bailiwick of Guernsey) Law, 2022.

Any complaint may be made to the BGSL Compliance Department at compliance@bellerivefinance.com or by post to Kingsway House, Havilland Street, St Peter Port, Guernsey GY1 2QE. Unresolved complaints may be referred to the Channel Islands Financial Ombudsman (CIFO) at PO Box 114, Jersey JE4 9QG, telephone +44 1534 748610 or email enquiries@ci-fo.com.

27 & 28. Service Agent and Governing Law

If the Borrower is not incorporated or ordinarily resident in Guernsey or the United Kingdom, it irrevocably appoints the person specified in the Facility Letter as its agent for service of process in relation to any proceedings in connection with the Facility Letter or any Finance Document.

Unless otherwise expressly stated, the Facility Letter and these Standard Terms and Conditions are governed by Guernsey law. The courts of Guernsey have exclusive jurisdiction to settle any dispute arising out of or in connection with the Facility Letter and/or these Standard Terms and Conditions, provided that BGSL shall not be prevented from taking proceedings in any other courts with jurisdiction.