Non-recourse loan (NRL)

AMENDMENT:

 

This Agreement shall not be changed except by a written notice mutually accepted and executed by Both Parties.

 

GOVERNING LAW:

 

This Agreement shall be governed in all respects by the laws of the Hong Kong SAR and United Kingdom (England).

 

 

HEADINGS:

 

The paragraph headings used in this Agreement are included solely for convenience.

 

ENTIRE AGREEMENT:

 

This Agreement sets forth the entire understanding of Both Parties.

 

INVALIDITY OF PART OF THE AGREEMENT:

 

In the event that part of the Agreement is invalid, the other provisions of the Agreement shall remain valid and enforceable.

 

BINDING EFFECT:

 

This Agreement, including its terms and provisions, shall survive the termination of this financing, and shall be binding on, inure to the benefit of, and be enforceable by, the Parties’ heirs, legal representatives, successors, and assignees.

 

PENALTY CLAUSE:

 

In case either Party-A or Party-B default to fulfill further execution of this CFA at any time, then the defaulted Party shall be responsible to pay a Penalty Fee of Two Percent (2%) of the first tranche transaction amount equivalent to EURO ….. Millions (€00,000,000.00) to the other party.

 

SUPPLEMENTAL AGREEMENT:

 

The outstanding issues will be negotiated by Both Parties and defined with a supplemental agreement. The supplemental agreement shall be with the same legal effect.

 

NON-CIRCUMVENTION AND NON-DISCLOSURE: The Parties agree that the Non-Circumvention / Non-Disclosure (NC/ND) rules of all issues from the “International Chamber of Commerce” (ICC) up to and including the latest edition apply and shall remain effective for a period of five years from the date of execution of this Agreement or the last date of the contract including any renewals, extensions and additions that are fully completed and to which all Parties agree to respect such. All information contained herein including banking information and codes are privileged information and represent the sole property of the Party from which they originate.  The NC/ND provision herein also applies to any and all other transactions direct or indirect. Regarding this transaction and its possible rollovers and extensions, each provider and their respective intermediaries warrant not to reveal the banking coordinates, provided herein, to any individual or institution other than those banking officers necessary for completion of this transaction.

 

 

Signature Page
All parties hereby confirm with full authority that the above Transaction Procedures, General Terms, Provisions and Conditions are agreed and acceptable.  After confirmation, by initials, signatures and seals, this document will be effective equal as an Agreement/Contract. Each Party holds one of the effective Agreement/Contracts by their signature execution below and each Party hereto agrees to the general terms and conditions herein and warrant unto the other the entire Agreement between the Parties.

By signing this Agreement, both parties agree under the laws set forth by the International Chamber of Commerce (ICC) that they are ready willing and able to complete this transaction under the terms and conditions stated within this Agreement.

IN WITNESS WHEREOF, the Parties hereto subscribe their signatures the day and year first written above and by doing so hereby affirm and aver that each Party does understand, agree and accept all terms and conditions contained herein and affix their signatures and/or initials upon all pages of this Agreement.

 

IN WITNESS OF THE FORE GOING, Both Parties have duly executed this Agreement through their duly authorized signatories under seal as of the date first written above. This Agreement shall be effective commencing upon execution of same herein and shall be enforced immediately with effect from the date.

 

APPROVED AND ACCEPTED BY THE PROVIDER (“Party-A”)

 

For and on behalf of

 

____________________________

Signatory Name:   

TITLE:   DIRECTOR

PASSPORT NO:

ISSUE DATE:

EXPIRED DATE:

COUNTRY OF ISSUANCE:                                CORPORATE SEAL/STAMP

 

APPROVED AND ACCEPTED BY THE FINANCIER (“Party-B”):

 

For and on behalf of

 

 

____________________________

Signatory Name:   

TITLE:   DIRECTOR

PASSPORT NO:

ISSUE DATE:

EXPIRED DATE:

COUNTRY OF ISSUANCE:                                CORPORATE SEAL/STAMP

 

 

“Accepted and agreed without change (Electronic signature is valid and accepted as hand signature)”

 

 

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

 

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:-

 

Incorporate U.S. Public Law 106-229, „„Electronic Signatures in Global & National Commerce Act‟‟ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)

 

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).

 

EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.

 

 

Executed by the PROVIDER:

For and on behalf of

 

 

 

___________________

 

SIGNATURE

NAME:

TITLE:   DIRECTOR

PASSPORT NO:

ISSUE DATE:

EXPIRED DATE:

COUNTRY OF ISSUANCE:

 

CORPORATE SEAL/STAMP

Accepted by the FINANCIER:

For and on behalf of

 

 

 

___________________

 

SIGNATURE

NAME:

TITLE:   DIRECTOR

PASSPORT NO:

ISSUE DATE:

EXPIRED DATE:

COUNTRY OF ISSUANCE:

 

CORPORATE SEAL/STAMP

 

 

 

APPENDIX “_____”

 

VERBIAGE OF RWA LETTER

 
ON BANK LETTERHEAD
(To be send by the Issuing Bank)
 
BANK CAPABILITY AND RWA LETTER
 
Date:  
To: Applicant NAME  
   
Reference: BANK GUARANTEE IN THE AMOUNT OF € 1,000,000,000.00
   
WE, ISSUING BANK NAME, LOCATED AT: ISSUING BANK ADDRESS HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY THAT WE IRREVOCABLY HOLD FOR OUR CLIENT Applicant’s NAME Applicant’S ADDRESS, UNDER ACCOUNT NUMBER 00000, FULLY CASH BACKED BANK GUARANTEE NO. 0000 IN THE LAWFUL EUROPEAN UNION CURRENCY IN THE AMOUNT OF € 1,000,000,000.00 (___________EUROS).

THESE FUNDS TO THE BEST OF OUR KNOWLEDGE ARE CLEAN, CLEAR, FREE OF ANY LEVY, LIENS, OR ENCUMBRANCE AND THE RULE OF FULL-DISCLOSURE HAS BEEN ESTABLISHED THAT SUCH FUNDS WERE LEGALLY OBTAINED FROM NON-CRIMINAL BUSINESS ACTIVITIES.

WE FURTHER CONFIRM, AS PER INSTRUCTIONS OF OUR CLIENT _______ APPLICANT NAME  OF THIS BANK GUARANTEE, THAT WE WILL IRREVOCABLY RESERVE, BLOCK, ASSIGN AND SEND VIA SWIFT MT760 THE AFOREMENTIONED BANK GUARANTEE IN FAVOR OF THE BENEFICIARY (WILL BE NOMINATED LATER BY APPLICANT) UPON FIRST REQUEST, FOR A PERIOD OF ONE (1) YEAR AND ONE MONTH (1) FROM THE DATE OF ISSUE OF THE MT760.

 

WE FURTHER CONFIRM THAT WE WILL SEND TO OUR CLIENT AND TO THE RECEIVERS BANK OFFICER AND TO THE BENEFICIARY THE COPY OF THE SWIFT MT760 AND THE COPY OF THE ASNWERBACK RECEIVED BY US FROM THE RECEIVING BANK IMMEDIATELY UPON THE SWIFT MT760 HAS BEEN SENT BY US.

 

FOR AND ON BEHALF OF: Issuing Bank Name, Issuing Bank Address

 

BANK OFFICER #1 NAME

TITLE (PIN CODE)

Phone Number  of Bank                                                                                      SIGNATURE

BANK OFFICER #2 NAME

TITLE (PIN CODE)

Phone Number  of Bank                                       SIGNATURE

SEAL

 

 

APPENDIX “_____”

VERBIAGE OF  SWIFT  PRE-ADVICE VIA MT799

 

 
VERBIAGE OF SWIFT MT799 PRE-ADVICE
(SPECIMEN COPY – FINAL TEXT AS PER ISSUING BANK STANDARD FORMAT)
——————————-Message Header——————————-
Swift Input  MT799 PRE-ADVICE
Sender  ISSUING Bank SWIFT Code

BANK NAME:
BANK ADDRESS:
BANK OFFICER:
AMOUNT:
ACCOUNT NAME:
ACCOUNT NUMBER:

Receiver  RECEIVER’S BANK SWIFT Code

BANK NAME:
BANK ADDRESS:

BANK OFFICER:
ACCOUNT NAME:
ACCOUNT NUMBER:
IN FAVOUR OF:

——————————–Message Text——————————–
20:      Transaction Reference Number
                  Reference Number
21:      Related Reference
                Related Reference
79:      Narrative
ATTN: BANK OFFICER NAME AND TITLE

PLEASE ADVICE THIS SWIFT IMMEDIATELY TO YOUR CLIENT RECEIVER’S NAME WITH ACCOUNT No. 0000 IN YOUR BANK (“YOUR CLIENT”).

WE, ISSUING BANK NAME AT ISSUING BANK ADDRESS, ON BEHALF OF OUR CLIENT APPLICANT’S NAME, WITH ACCOUNT No. 0000 IN OUR BANK (“OUR CLIENT”), HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) BANK GUARANTEE VALID FOR ONE (1) YEAR AND ONE (1) MONTH IN THE FACE AMOUNT OF € 000,000,000.00 (_______________MILLION EUROS) ONLY IN FAVOR OF BENEFICIARY’S NAME, BENEFICIARY’S ADDRESS.

WE HEREBY CONFIRM THAT THE BANK GUARANTEE IS CASH-BACKED, TRANSFERABLE, ASSIGNABLE AND UNCONDITIONALLY CALLABLE UPON MATURITY BY OUR BANK.

FURTHER WE CONFIRM THAT THE BANK GUARANTEE WILL BE NO LIENS AND ENCUMBRANCES AND SHALL BE DELIVERED VIA SWIFT MT760 TO THE DESIGNATED BANKING COORDINATES with Hard Copy to follow AND EXACT BANK GUARANTEE AS PER FOLLOWING TEXT BELOW INSTRUCTION.

QUOTE

BG NUMBER:

PLACE OF ISSUE:

DATE OF ISSUE:

MATURITY DATE:

CURRENCY:

FACE AMOUNT:

BENEFICIARY NAME:

FOR VALUE RECEIWED, WE THE UNDERSIGNED DULY AUTHORIZED TO ACT ON BEHALF OF Issuing Bank Name, Issuing Bank Address HEREBY IRREVOCABLY AND UNCONDITIONALLY WITHOUT PROTEST OR NOTIFICATION, PROMISE TO PAY AGAINST THIS BANK GUARANTEE TO THE ORDER OF BENEFICIARY’S NAME, WITH BUSINESS AND POSTAL ADDRESS AT BENEFICIARY’S ADDRESS, THE BEARER OR HOLDER THEREOF AT MATURITY, THE AMOUNT OF EUR_____________(______ MILLION EUROS) ONLY IN THE LAWFUL CURRENCY OF THE EUROPEAN UNION UPON PRESENTATION AND SURRENDER OF THIS bank GUARANTEE AT THE COUNTERS OF THE Issuing Bank Name, Issuing Bank Address BUT NOT LATER THAN MATURITY.

WE HEREBY ENGAGE WITH YOU THAT THE DEMAND MADE UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS BANK GUARANTEE, SHALL BE DULY HONOURED ON DUE PRESENTATION TO US.

THE DEMAND HEREUNDER MUST BE MARKED “DRAWN UNDER BANK GUARANTEE NO: 0000 DATED 00/00/0000”.

SUCH PAYMENT WILL BE MADE WITHOUT SET-OFF AND FREE AND CLEAR OF ANY DEDUCTIONS OR CHARGES, FEES OR WITHHOLDINGS OF ANY NATURE NOW OR HEREAFTER IMPOSED OR LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF THE PLACE OF ISSUE OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS BANK GUARANTEE IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER OR ASSIGNMENT FEES.

THIS BANK GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF PLACE OF ISSUE.

THIS BANK GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES (URDG) OF THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS (FRANCE), PUBLICATION No. 758 (LATEST REVISION).

THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW.

ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT.

UNQUOTE

WE REQUEST YOU TO CONFIRM DETAILS OF THE BENEFICIARY AS STATED ABOVE AND ALSO RECONFIRM FROM YOUR CLIENT IF THIS INFORMATION IS ACCURATE FOR SWIFT MT 760 IN WHOSE FAVOUR THE BANK GUARANTEE IS TO BE ISSUED.

IF THERE IS ANY CLARIFICATIONS OR VERIFICATIONS NEEDED PLEASE DO NOT HESITATE TO COMMUNICATE WITH THE UNDERSIGNED BANK OFFICER: BANK OFFICER.

THIS SWIFT IS AN OPERATIVE INSTRUMENT AND IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY UPON RECEIPT OF CLEARANCE FROM OUR CLIENT.

 

FOR AND ON BEHALF OF  ISSUING BANK NAME

 

 

BANK OFFICER #1 NAME

TITLE (PIN CODE)

Phone Number  of Bank                                                                                      SIGNATURE

BANK OFFICER #2 NAME

TITLE (PIN CODE)

Phone Number  of Bank                                       SIGNATURE

SEAL
——————————-Message Trailer——————————-

 

 

 

 

APPENDIX “____”

VERBIAGE OF  SWIFT MT-799  ICBPO\  BANK UNDERTAKING LETTER

 

TO :
BANK OFFICER :
PHONE NUMBER :

PHONE NUMBER :
S.W.I.F.T. :
ACCOUNT NUMBER :
ACCOUNT HOLDER :
FROM :

BANK ADDRESS:

BANK OFFICER :
PHONE NUMBER :
FAX NUMBER :

M.B:
S.W.I.F.T. :
ACCOUNT NUMBER :
ACCOUNT HOLDER :

ACCOUNT NUMBER :

 

_______      , HEREBY PRESENT OUR IRREVOCABLE PAYMENT UNDERTAKING TO PAY TO ACCORDING  OF CONTRACT WITH TRANSACTION CODE :………….. WITHIN FIVE (5) BANKING DAYS UPON RECEIPT AND SATISFACTORY VERIFICATION, AUTHENTICATION AND VALIDATION BY US OF THE CASH BACKED BANK GUARANTEE  ISSUED BY …………,  …….   WITH FACE VALUE OF EURO 000,000,000.00 (EURO  …… MILLION ONLY) IN FAVOUR OF

 

THE INSTRUMENT SHALL BE IRREVOCABLE, UNCONDITIONAL, TRANSFERABLE, ASSIGNABLE, DIVISIBLE AND FULLY GUARANTEED BY THE ISSUING BANK.

 

WE HEREBY CONFIRM THAT THE FUNDS FOR PAYMENT ARE GOOD, CLEAN AND CLEAR OF NON-CRIMINAL ORIGIN AND FROM LEGAL SOURCE.

 

THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENT.

 

FOR AND ON BEHALF OF :

BANK ____________________,

 

 

BANK OFFICER #1 NAME

TITLE (PIN CODE)

Phone Number  of Bank                                                                                      SIGNATURE

BANK OFFICER #2 NAME

TITLE (PIN CODE)

Phone Number  of Bank                                       SIGNATURE

SEAL

 

 

ACCEPTED BY

BANK     OFFICER

 

_____________________________________________

 

 

 

APPENDIX “____”

VERBIAGE OF  SWIFT MT760

 

 

 
VERBIAGE OF SWIFT MT760 BANK GUARANTEE
(SPECIMEN COPY – FINAL TEXT AS PER ISSUING BANK STANDARD FORMAT)
——————————-Message Header——————————-
Swift Input  FIN 760 bank GUARANTEE with face value of € 000,000,000.00
Sender ISSUING Bank SWIFT Code

BANK NAME:
BANK ADDRESS:
BANK OFFICER:
AMOUNT:
ACCOUNT NAME:
ACCOUNT NUMBER:

Receiver  Receiving BANK SWIFT Code

BANK NAME:
BANK ADDRESS:

BANK OFFICER:
ACCOUNT NAME:
ACCOUNT NUMBER:
IN FAVOUR OF:

——————————–Message Text——————————–
27 :       Sequence of Total   X/X
20:    Transaction Reference Number   XXXXXXXXX
23 :      Further Identification  ISSUE
30:       Date  XX XX XXXX
40C:    Applicable Rules   URDG
77C:    Details of Guarantee
BG NUMBER:

PLACE OF ISSUE:

DATE OF ISSUE:

MATURITY DATE:

EXPITY DATE:

CURRENCY:

FACE AMOUNT:

BENEFICIARY NAME:

FOR VALUE RECEIWED, WE THE UNDERSIGNED DULY AUTHORIZED TO ACT ON BEHALF OF Issuing Bank Name, Issuing Bank Address HEREBY IRREVOCABLY AND UNCONDITIONALLY WITHOUT PROTEST OR NOTIFICATION, PROMISE TO PAY AGAINST THIS BANK GUARANTEE TO THE ORDER OF BENEFICIARY’S NAME, WITH BUSINESS AND POSTAL ADDRESS AT  BENEFICIARY’S ADDRESS, THE BEARER OR HOLDER THEREOF AT MATURITY, THE AMOUNT OF € 000,000,000.00 (______ MILLION EUROS) ONLY IN THE LAWFUL CURRENCY OF THE EUROPEAN UNION UPON PRESENTATION AND SURRENDER OF THIS bank GUARANTEE AT THE COUNTERS OF THE Issuing Bank Name, Issuing Bank Address BUT NOT LATER THAN MATURITY.

WE HEREBY ENGAGE WITH YOU THAT THE DEMAND MADE UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS BANK GUARANTEE, SHALL BE DULY HONOURED ON DUE PRESENTATION TO US.THE DEMAND HEREUNDER MUST BE MARKED “DRAWN UNDER BANK GUARANTEE NO: 00000 DATED  DATE OF ISSUE“.

SUCH PAYMENT WILL BE MADE WITHOUT SET-OFF AND FREE AND CLEAR OF ANY DEDUCTIONS OR CHARGES, FEES OR WITHHOLDINGS OF ANY NATURE NOW OR HEREAFTER IMPOSED OR LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF THE PLACE OF ISSUE OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS BANK GUARANTEE IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER OR ASSIGNMENT FEES.

THIS BANK GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF PLACE OF ISSUE.

THIS BANK GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES (URDG) OF THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS (FRANCE), PUBLICATION No. 758 (LATEST REVISION).

THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW.

ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT.

THIS SWIFT MASSAGE IS GENUINE, AUTHENTIC, CONFIRMED, TRANSFERABLE AND ASSIGNABLE BANKING INSTRUMENT AND WAS ISSUED IN COMPLIANCE WITH THE PROPER PROCEDURES ESTABLISHED BY THE INTERNATIONAL BANK’S RULES AND REGULATIONS IN ACCORDANCE WITH BANKING LAWS.

THIS SWIFT MASSAGE IS AN OPERATIVE INSTRUMENT AND WILL NOT REQUIRE ANY FURTHER CONFIRMATION.

FOR AND ON BEHALF OF  NAME AND ADDRESS OF ISSUING BANK

 

 

 

BANK OFFICER #1 NAME

TITLE (PIN CODE)

Phone Number  of Bank                                                                                      SIGNATURE

BANK OFFICER #2 NAME

TITLE (PIN CODE)

Phone Number  of Bank                                       SIGNATURE

SEAL
——————————-Message Trailer——————————-

 

 

 

 

APPENDIX “__”

 

PROVIDER (Party-A’s) PASSPORT COPY

 

 

APPENDIX “____”

 

PROVIDER (Party-A’s) CERTIFICATE OF  INCORPORATION / VALIDATION

 

APPENDIX ____

PROVIDER CORPORATE BOARD RESOLUTION

This is to certify that the Board of Directors of XXXXX XXXXXXXXXXXXX XXXXXXXXX. LTD. with its address at ___________(hereafter the “Company”) attended a Board of Directors meeting which was duly and regularly called, noticed and held on Tuesday, 4 October 2016, at the Company’s above referenced address at which there was present a quorum thereof, wherein the following resolutions were unanimously adopted, to it:
RESOLVED: That —————————, Managing Director, of XXXXX XXXXXXXXXXXXX XXXXXXXXX. LTD and holder of Passport Number —————– issued by THE _______, shall be and hereby is appointed and fully authorized to act individually as the sole representative of the Company to execute all necessary documents on behalf of the Company

in connection with issuing and transmission of financial/bank instruments and to effect the opening and operation of bank accounts on behalf of and for the benefit of the Company at any Bank(s) he shall select, and be a signatory thereon  at his discretion and determination, and to execute  bank or deposit contracts with his selected sources and Banks with respect to the Company’s deposits therein, the distribution of received financial resources, at his discretion and in accordance with this Agreement  for and in the best interest of the Company.
FURTHER RESOLVED:  That ————————–, as the Managing Director of the Company, hereby is authorized and directed to certify that the foregoing resolutions and the provisions thereof are in conformity with the charter, bylaws and articles of incorporation of the Company, and that the foregoing resolution and the authority thereby conveyed shall remain in full force and effect until the purposes set forth herein are accomplished.
It is further certified that the foregoing resolutions have never been modified or amended and are now in full force and effect and that the above named Director of the Company has been duly elected and appointed to hold office, is presently holding office, and is empowered to act for and on behalf of the Company, and that this fax or photocopy of this BOARD RESOLUTION shall be of equal value to the original and shall be accepted as such by everyone, for all purposes, everywhere.   There being no further business to come before the meeting, upon the motion duly made, seconded and unanimously carried, the Meeting was adjourned.

 

IN WITNESS WHEREOF, I have hereunto set my hand and seal of the Company in certification of the above resolutions and provisions on this day of Tuesday, 4 October 2016.
For and on behalf of FINANCIER:  XXXXX XXXXXXXXXXXXX XXXXXXXXX. LTD.

 

 

_____________________________________________
SIGNATURE

NAME:

TITLE:   DIRECTOR

PASSPORT NO:

ISSUE DATE:

EXPIRED DATE:

COUNTRY OF ISSUANCE:  UNITED STATES OF AMERICA                                       CORPORATE SEAL/STAMP

 

 

 

APPENDIX “___”

 

FINANCIER (Party-B’s) PASSPORT COPY

 

 

APPENDIX “___”

 

FINANCIER (Party-B’s)  CERTIFICATE OF Incorporation / Validation

 

 

APPENDIX ____

FINANCIER CORPORATE BOARD RESOLUTION

This is to certify that the Board of Directors of XXXXX XXXXXXXXXXXXX XXXXXXXXX. LTD. with its address at ___________(hereafter the “Company”) attended a Board of Directors meeting which was duly and regularly called, noticed and held on Tuesday, 4 October 2016, at the Company’s above referenced address at which there was present a quorum thereof, wherein the following resolutions were unanimously adopted, to it:
RESOLVED: That —————————, Managing Director, of XXXXX XXXXXXXXXXXXX XXXXXXXXX. LTD and holder of Passport Number —————– issued by THE _______, shall be and hereby is appointed and fully authorized to act individually as the sole representative of the Company to execute all necessary documents on behalf of the Company in connection with acquiring, receiving financial/bank instruments, providing investment capital/financing against Bank Instruments, and to effect the opening and operation of bank accounts on behalf of and for the benefit of the Company at any Bank(s) he shall select, and be a signatory thereon to accept and disburse funds from said bank accounts at his discretion and determination, and to execute investment, bank or deposit contracts with his selected sources and Banks with respect to the Company’s deposits therein, at his discretion, for and in the best interest of the Company.
FURTHER RESOLVED:  That ————————–, as the Managing Director of the Company, hereby is authorized and directed to certify that the foregoing resolutions and the provisions thereof are in conformity with the charter, bylaws and articles of incorporation of the Company, and that the foregoing resolution and the authority thereby conveyed shall remain in full force and effect until the purposes set forth herein are accomplished.
It is further certified that the foregoing resolutions have never been modified or amended and are now in full force and effect and that the above named Director of the Company has been duly elected and appointed to hold office, is presently holding office, and is empowered to act for and on behalf of the Company, and that this fax or photocopy of this BOARD RESOLUTION shall be of equal value to the original and shall be accepted as such by everyone, for all purposes, everywhere.   There being no further business to come before the meeting, upon the motion duly made, seconded and unanimously carried, the Meeting was adjourned.

 

IN WITNESS WHEREOF, I have hereunto set my hand and seal of the Company in certification of the above resolutions and provisions on this day of Tuesday, 4 October 2016.
For and on behalf of FINANCIER:  XXXXX XXXXXXXXXXXXX XXXXXXXXX. LTD.

 

_____________________________________________
SIGNATURE

NAME:

TITLE:   DIRECTOR

PASSPORT NO:

ISSUE DATE:

EXPIRED DATE:

COUNTRY OF ISSUANCE:  UNITED STATES OF AMERICA                                       CORPORATE SEAL/STAMP

 

 

APPENDIX 9

WARRANTY OF THE BENEFICIARY

(ON LETTERHEAD OF ________LTD.)

________________________________________________________________________

 

WARRANTY OF THE BENEFICIARY

Date:

To:                        NAME OF APPLICANT

 

Attn:                    ISSUING BANK NAME:

ISSUING BANK ADDRESS

 

Reference:           BG NUMBER:

PLACE OF ISSUE:

DATE OF ISSUE:

MATURITY DATE:

CURRENCY:

FACE AMOUNT:

BENEFICIARY NAME:  XXXX XXXXXXX XXXXXXXXXXXXXXXXX. LTD.

 

DEAR SIR OR MADAM,

 

I, XXXX XXXXXXX XXXXXXXXXXXXXXXXX, BEARING PASSPORT OF REPUBLIC OF BULGARIA NO. 00000000 (DATE OF ISSUE: 00/00/0000, DATE OF EXPIRY: 00/00/0000), THE DULY AUTHORIZED DIRECTOR & CHIEF INVESTMENT OFFICER REPRESENTATIVE FOR AND ON BEHALF OF COMPANY XXXX XXXXXXX XXXXXXXXXXXXXXXXX. LTD. (HEREINAFTER REFERRED AS “THE BENEFICIARY”), DO CONFIRM, ATTEST AND WARRANTS WITH FULL CORPORATE AND LEGAL RESPONSIBILITY AND UNDER THE PENALTY OF PERJURY OF LAW THAT:

 

  1. THE ABOVEMENTIONED FINANCIAL INSTRUMENT WILL NOT BE SOLD OR TRADED IN THE CAPITAL MARKETS OR DISCOUNTED FOR ANY OTHER PURPOSE; AND

 

  1. THE ABOVEMENTIONED FINANCIAL INSTRUMENT WILL ONLY BE USED AS COLLATERAL AND FOR CREDIT ENHANCEMENT PURPOSES; AND

 

  1. THE ABOVEMENTIONED FINANCIAL INSTRUMENT WILL BE RETURNED BY SWIFT TO THE ISSUING BANK NAME, LOCATED AT ADDRESS ISSUING BANK ADDRESS NOT LATER THAN 15(FIFTEEN) DAYS BEFORE ITS MATURITY DATE UNENCUMBERED, FREE AND CLEAR OF ANY LIENS, OBLIGATIONS, ENCUMBRANCES AND CLAIMS OF ANY NATURE NOW OR HEREAFTER.

 

  1. THE ORINAL HARD COPY FRONT AND BACK OF THE BANK GUARANTEE WILL BE RETURNED TO THE PROVIDER FOR HIS ISSUING BANK PER BANK BONDED COURIER WITH FULL FACE VALUE AND FREE OF ALL LIENS AND ENCUMBRANCES BEFORE MATURITY.

 

THIS WARRANTY IS IRREVOCABLE, DIVISIBLE AND TRANSFERABLE WITHOUT PRESENTATION TO US.

 

THIS WARRANTY OF FINAL BENEFICIARY IS ISSUED WITH FULL CORPORATE AND INDIVIDUAL RESPONSIBILITY; THEREFORE, ANY BREACH OF THIS WARRANTY OF FINAL BENEFICIARY MAY RESULT IN CIVIL AND / OR CRIMINAL PROSECUTION.

 

AGREED AND ACCEPTED BY THE BENEFICIARY: XXXX XXXXXXX XXXXXXXXXXXXXXXXX. LTD.

 

I AFFIX MY SIGNATURE TO THIS DOCUMENT AS MY FREE ACT AND DEED AND THAT OF MY COMPANY.

 

 

 

 

___________________________________

SIGNATURE

NAME:  XXXX XXXXXXX XXXXXXXXXXXXXXXXX

TITLE:   DIRECTOR & CHIEF INVESTMENT OFFICER

PASSPORT NO:  XXXX

ISSUE DATE:         _____________

EXPIRED DATE:   _________                                                                     CORPORATE SEAL/STAMP

COUNTRY OF ISSUANCE:  _______________

 

 

_______________________________________

NOTARIZED