Standard Conditions of Carrying out Documentary Transactions 1. Definitions Unless otherwise defined by the Agreement Agreement) and/or Other Agreement Associated Thereto or implied by its/their context, the terms and phrasings in the Agreement (including Annex 4 to the General Credit Line Agreement) and/or Other Agreement Associated Thereto shall have the following meanings: 1.1. Advising Bank the banking institution indicated in the Bank Guarantee Agreement, Letter of Credit Agreement and/or Stand-By Letter of Credit Agreement providing service to the Beneficiary and/or a banking institution based in the Beneficiary s country, which in case of receiving the Guarantee Certificate, Letter of Credit Order and/or Stand-By Letter of Credit Order from the Bank establishes its authenticity and ensures provision of information about opening the Bank Guarantee, Letter of Credit and/or Stand-By Letter of Credit to the Beneficiary. 1.2. Letter of Credit an obligation assumed by the Bank under the Client s instruction in accordance with the conditions of the Agreement (including and/or Letter of Credit Agreement in exchange for the submission of the Letter of Credit Document and fulfillment of the terms and conditions by the Remittent to carry out Letter of Credit Repayment and/or instruct another banking institution to repay the Letter of Credit and/or carry out Negotiations in return for which the Client assumes an obligation: a) to pay the Bank the cost and other payables stipulated by the Agreement Agreement); b) to pay the Bank in non-recourse mode the Letter of Credit Amount, which will be reimbursed to the Remittent on the basis of the Letter of Credit. 1.3. Letter of Credit Repayment an obligation of the Bank to carry out on the basis of the Agreement Agreement) and in accordance with its conditions: a) direct payment to the Remittent of the Letter of Credit Amount; b) delayed payment to the Remittent of the Letter of Credit Amount; or c) acceptance of the bill of exchange. 1.4. Letter of Credit Order notification sent to the Remittent, which describes the instructions received from the Client after fulfillment of which the Client becomes liable to payment obligation. 1.5. Letter of Credit Document the document (s) defined by the Client, which can be accepted/delivered by and between the Parties in accordance with Annex No. 2 to the Letter of Credit Agreement (hereinafter Acceptance and Delivery Certificate). 1.6. Letter of Credit Amount the amount defined by the Letter of Credit Agreement which the Bank pays to the Remittent on the basis of the Credit Line Agreement) and in accordance with its terms and conditions. 1.7. Letter of Credit Servicing Account special account with the Bank used by the Bank to carry out the bank transactions related to the Client s Letter of Credit (if any). 1.8. Letter of Credit Agreement - an agreement outlined in Sub-paragraph 2.2.1.1. of the Standard Conditions of Carrying out Documentary Transactions. 1.9. Reimbursing Bank banking institution, which on the basis of request of the Nominated Bank and the permission of the Bank-Emitter (if necessary) reimburses to the Nominated Bank the Letter of Credit Amount. 1.10. Beneficiary a Person, for the benefit of which is issued the Bank Guarantee, Letter of Credit and/or Stand-by Letter of Credit. 1.11. Application the Client s appeal to the Bank in the form established by the Bank requesting from the Bank to provide a service by Documentary Transactions (including expressly by Bank Guarantee, Letter of Credit, Stand-by Letter of Credit and/or Documentary collection) in accordance with the terms and conditions defined in the application; in addition, if there is a discrepancy between the terms and conditions set forth in the application and the terms and conditions defined by the Agreement (including and/or Other Agreement Associated Thereto, the terms and conditions defined by the Agreement Agreement) and/or Other Agreement Associated Thereto are given priority. 1.12. Confirming Bank the banking institution indicated in the Letter of Credit Agreement / Stand-by Letter of Credit Agreement which based on the permission and/or request of the Bank assumes an independent and irrevocable obligation to repay the Letter of Credit/Stand-by Letter of Credit and/or to carry out Negotiation. 1 / 17
1.13. Nominated Bank the banking institution indicated in the Letter of Credit Agreement /Standby Letter of Credit Agreement which makes available the Letter of Credit/ Stand-by Letter of Credit. 1.14. Documentary Transactions Bank Guarantee, Letter of Credit, Stand-by Letter of Credit, Documentary Collection and/or other Documentary Transactions offered/to be offered by the Bank to the Client in accordance with the conditions of the Agreement (including Annex 4 to the General Credit Line Agreement) and/or Other Agreement Associated Thereto executed with him/her/it. 1.15. Carrying out Documentary Transactions maximum limit of aggregated volume of the Documentary Transactions stipulated in the Credit Line Agreement), within the framework of which the Client will use these Documentary Transactions one time only or regularly, according to the terms and conditions stipulated by the same Credit Line Agreement). 1.16. Standard Conditions of Carrying out Documentary Transactions these conditions, including amendments and modifications thereto (if any). 1.17. Collection obligation assumed by the Bank on the basis and in accordance with the terms and conditions of the Agreement (including Annex 4 to the General Credit Line Agreement) and/or Other Agreement Associated Thereto by the Client s instruction, to directly and/or through the Collection Remitting Bank ensure: a) delivery of Collection Order to the Recipient, b) issuance of the Commercial Document to the Recipient in exchange for the Payment and/or fulfillment of other conditions by the Recipient and c) transfer to the Client of the Collection Amount and/or Document (if available) delivered by the Recipient, in exchange for which the Client undertakes to pay the Bank the cost envisaged by the Agreement Agreement) and other payables. 1.18. Collection Repayment In accordance with terms and conditions of the Agreement (including Annex 4 to the General Credit Line Agreement) and Collection Agreement: a) handing over Commercial Documents to the Recipient in exchange for payment and/or fulfillment of other obligations by the Recipient and b) handing over to the Client Collection amount and/or documents (if any) transferred from the Recipient. 1.19. Cash Letter the below documents received/handed over on the basis of Annex No. 2 (hereinafter the Delivery and Acceptance Certificate) to the Collection Agreement executed between the Parties: 1.19.1. Financial Document bill(s) of exchange, check(s) or other similar securities; 1.19.2. Commercial Document invoice(s), shipment document(s), the enclosed Commodity document(s) and other similar document(s), other than Financial Documents. 1.20. Collection Amount the amount defined by the Collection Agreement and related payables (interest), to be paid by the Recipient to the Bank or the Collection Remittent Bank in exchange for the Cash Letter. 1.21. Collection Remittent Bank Collection Bank and/or Presenting Bank; 1.22. Collection Agreement an agreement defined by Sub-paragraph 2.4.1.1. of the Standard Conditions of Carrying out Documentary Transactions. 1.23. Recipient Person to whom the Cash Letter shall be submitted. 1.24. Negotiation purchase of a bill of exchange by the Nominated Bank (which is issued to any banking institution other than Nominated Bank) and/or the purchase of Letter of Credit Document through the observance of terms and conditions established under the Letter of Credit by means of the money advancing or through the agreement with the Beneficiary on the money advancing, on the Banking Day or the previous day, when the reimbursement to the Nominated Bank shall take place. 1.25. Remittent Beneficiary, Advising Bank, Confirming Bank and/or Nominated Bank; 1.26. Bank Guarantee an obligation assumed by the Bank in accordance with the rule and conditions established by the Agreement (including Annex 4 to the General Credit Line Agreement) and/or the Bank Guarantee Agreement to issue a bank guarantee to the Beneficiary, which will secure the fulfillment of obligation(s) assumed by the Client towards the Beneficiary, in exchange for which the Client assumes an obligation: a) to pay the Bank the cost and other payables envisaged by the Agreement; b) to reimburse the Bank in nonrecourse mode the amount reimbursed to the Beneficiary under the Bank Guarantee, including the amount reimbursed to the Beneficiary against the Bank Guarantee s conditions or for the violation of the Bank s obligations towards the Beneficiary. 1.27. Bank Guarantee Servicing Account special account with the Bank, which is used by the Bank to carry out the bank transactions related to the Client s bank operations (if any). 1.28. Bank Guarantee Agreement - an agreement outlined in Sub-paragraph 2.1.1.1. of the Standard 2 / 17
Conditions of Carrying out Documentary Transactions. 1.29. Ultimate Beneficiary - Person in favor of which is issued bank guarantee by Beneficiary, on the basis of Bank Guarantee, issued by the Bank in favor of Beneficiary, and in accordance with its conditions. 1.30. Guarantee Amount the amount defined by the Bank Guarantee Agreement which the Bank pays to the Beneficiary on the basis of the Agreement Agreement) and the Bank Guarantee Agreement and in accordance with their conditions. 1.31. Guarantee Certificate Document issued in accordance with the Bank Guarantee Agreement, where conditions of Bank guarantee for Beneficiary are defined. Also Bank is authorized to amend text of the guarantee certificate without Client s consent, if this does not change main conditions of Bank Guarantee. Definition,,Client in guarantee certificate may be changed with definition,,principal or any other definition. 1.32. Collecting Bank the banking institution, to which the Bank sends the Collection Order with the aid of which collection will take place and/or Presenting Bank will be nominated in case if the Presenting Bank is not nominated. 1.33. Collection Order notification sent to the Recipient, which describes the instructions received from the Client in exchange for the fulfillment of which the Commercial Documents are handed over to the Recipient. 1.34. Commodities material assets, not excluded from turnover under the rule established by the Legislation. 1.35. Stand-by Letter of Credit an obligation assumed by the Bank in accordance with the rule and conditions established by the Agreement Agreement) and Stand-by Letter of Credit Agreement, to issue a Stand-by Letter of Credit in favour of a Beneficiary, which will ensure the fulfillment of obligation(s) assumed by the Client towards the Beneficiary, in exchange for which the Client undertakes: a) to pay the Bank the cost and other payables stipulated by the Agreement; b) to reimburse the Bank in a recourse mode the amount disbursed to the Beneficiary under the Stand-by Letter of Credit, including the amount disbursed to the Beneficiary against the conditions of the Stand-by Letter of Credit or for the violation of the Bank s obligations towards the Beneficiary. 1.36. Stand-by Letter of Credit Payment an obligation of the Bank to carry out on the basis of the Credit Line Agreement) and Stand-by Letter of Credit Agreement and in accordance with their conditions: a) direct payment of Stand-by Letter of Credit Amount to the Remittent; b) delayed payment of Stand-by Letter of Credit Amount to the Remittent. 1.37. Stand-by Letter of Credit Order notification sent to the Remittent which describes the instructions received from the Client, in exchange for the fulfillment of which the Client becomes liable to payment obligation. 1.38. Stand-by Letter of Credit Amount an amount defined by the Stand-by Letter of Credit Agreement, which the Bank pays to the Remittent on the basis and in accordance with the conditions of the Agreement (including Annex 4 to the General Credit Line Agreement) and Stand-by Letter of Credit Agreement and in accordance with their conditions. 1.39. Stand-by Letter of Credit Servicing Account special account with the Bank used by the Bank to carry out the bank transactions related to the Client s Stand-by Letter of Credit (if any). 1.40. Stand-by Letter of Credit Agreement an agreement defined by Sub-paragraph 2.3.1.1. of the Standard Conditions of Carrying out Documentary Transactions. 1.41. Tolerance supposed increase/decrease of Letter of Credit Amount and Stand-by Letter of Credit Amount, in limits of which Letter of Credit Amount/Stand-by Letter of Credit Amount can be increased/decreased in accordance with the presented documents. 1.42. Force Majeure acts of God, fire, hostilities, administrative and legal acts and/or other circumstances insurmountable for the Bank and beyond its control, which: a) are not connected with the Bank s errors or negligence, b) started or developed after entering into force of the Letter of Credit Agreement, Stand-by Letter of Credit Agreement or Collection Agreement and Bank Guarantee and c) affect directly full and proper fulfillment of obligations assumed under the Agreement; 1.43. Presenting Bank the banking institution nominated by the Bank or the Collecting Bank, which presents the Collection Order to the Recipient and/or ensures in exchange for the Cash Letter the Collection Payment and/or fulfillment of other condition. 1.44. ICC Uniform Rules uniform rules established by the International Chamber of Commerce: a) for the demand guarantees (URDG 758, 2010 edition or the edition defined by the Bank Guarantee/Guarantee Certificate); b) for the letters of credit (UCP 600, 2007 edition or the edition defined by the Letter of Credit/ Letter of Credit Order), for the stand-by letters of credit (ISP 98, 1998 edition or the edition defined by the Stand-by Letter of Credit/Stand-by Letter of Credit Order), 3 / 17
and c) for collection (URC 522, 1995 edition or the edition defined by the Collection/Collection order), including the changes and additions introduced into them. 1.45. SWIFT Worldwide System for Interbank Financial Telecommunication (network), which is used by commercial banks for exchange of information about financial operations. 2. Conditions, Procedures and Rules of Using the Documentary Transactions Executing/Signing of the Agreement (including does not imply granting by the Bank to the Client of the right of using any of the Documentary Transactions under the Agreement (including. The Bank reviews the issue of granting such authority to the Client on the basis of the Client s application(s), by the observance of the procedures and rules effective within the Bank by that moment. 2.1. Bank Guarantee 2.1.1. Rule of issuing the Guarantee Certificate 2.1.1.1. In case the Bank s authorized body makes a positive decision regarding the approvement of the Bank Guarantee on the basis of presentation of Application, the Bank and the Client will execute an additional agreement (,,Bank Guarantee Agreement ) defining specific conditions of using the Bank Guarantee. 2.1.1.2. The Bank Guarantee shall be issued within the term(s) stipulated by the Agreement (including and/or the Bank Guarantee Agreement, provided that all the conditions stipulated by the Agreement Agreement) and/or the Bank Guarantee Agreement are met in the form acceptable to the Bank. 2.1.1.3. In case the Client does not request issuance of the Guarantee Certificate within 1 (one) Calendar year or within the term(s) and in accordance with the conditions stipulated by the Agreement (including and/or the Bank Guarantee Agreement or the Client breaches conditions of the Agreement Agreement) and/or Other Agreements Associated Thereto (including the Bank Guarantee Agreement) and/or any agreement(s) executed with the Bank, the Bank is authorized to waive use of the Bank Guarantee and/or issuance of the Guarantee Certificate and/or exercise other rights stipulated by the Agreement (including Annex 4 to the General Credit Line Agreement), Other Agreements Associated Thereto (including the Bank Guarantee Agreement) and/or any agreement(s) executed with the Bank. 2.1.2. Interest, Commission Fee and rule for their calculation and accrual 2.1.2.1. Interest amount and Minimum and maximum amount of Commission Fee (and/or other amount/form specified by the Agreement Agreement) is defined by the Agreement Agreement), while the amount of specific Bank Guarantee s Interest or Commission Fee is reflected in corresponding Bank Guarantee 2.1.2.2. Interest is calculated in accordance with the actual days following the date of payment of the Guarantee Amount defined by the Agreement Agreement) and/or the Bank Guarantee Agreement, based on 365 (three hundred sixty five) days per year. 2.1.2.3. Amount of the Commission Fee is calculated in the form and periodicity stipulated by the Agreement Agreement) and/or the Bank Guarantee If the annual Commission Fee is envisaged, its calculation shall be effected by the rule stipulated for the Interest calculation, while in other cases - by other rule provided for by the 2.1.2.4. Unless the Bank decides otherwise, accrual of Interest (as the loss of profit) continues and is subject to payment in case of delayed payment of the repaid Guarantee Amount, regardless the effectiveness or full or partial termination of the Agreement, by the moment of the forced or voluntary disbursement of the repaid Guarantee Amount by the Client. 2.1.3. Fine (Penalty) for violation of conditions of using the Bank Guarantee and rule of its accrual 2.1.3.1. Amount of Fine in case of violating the conditions of using the Bank Guarantee shall be defined by the 2.1.3.2. Unless the Bank decides otherwise, the Client shall pay the Fine in following cases: 2.1.3.2.1. for the non-payment of any of the Commission Fees in the established amount and terms; 2.1.3.2.2. for the non-payment of the repaid Guarantee Amount and/or the Interest accrued to it in the amount and terms established by the Agreement 4 / 17
Agreement) and/or the Bank Guarantee Agreement; 2.1.3.2.3. In other cases stipulated by the Agreement Agreement) and/or the Bank Guarantee 2.1.3.3. Unless the Bank decides otherwise, accrual of the Fine continues and is subject to payment regardless the effectiveness or termination of the Agreement Agreement) and/or the Bank Guarantee Agreement, by the moment of the forced or voluntary disbursement of the debt under the Agreement by the Client. 2.1.3.4. By executing/signing the Agreement (including and/or the Bank Guarantee Agreement the Client confirms/will confirm that it recognizes and agrees with the existence of the Fine established by the Agreement and its amount and does not consider the Fine to be inadequately high. 2.1.3.5. Payment of the Fine does not relieve the Client from the fulfillment (payment) of the obligations (payables) assumed under the Agreement Agreement) and/or the Bank Guarantee 2.1.4. The rule of repaying the Guarantee Amount, Interest, Commission Fee, Fine (Penalty) and other payables 2.1.4.1. The Client agrees expressly and irrevocably to the following order of paying the Guarantee Amount, Interest, Commission Fee, Fine and other payables: firstly is paid the Fine (if any), then the Commission Fee (if any), afterwards the accrued Interest, then the repaid Guarantee Amount and finally other payables. This order can be changed at the Bank s discretion. 2.1.4.2. Calculation and payment of the Guarantee Amount, Interest, Commission Fee and/or Fine shall be effected by the rule established under the Agreement and in accordance with it. The Bank can make available to the Client a schedule, which is an informational document in accordance with which the Client reimburses the repaid Guarantee Amount, pays the Interest and/or the Commission Fee. The Guarantee Amount, Interest and/or Commission Fee paid by the Client based on the verbal or written statement submitted to the Bank based on the Parties agreement can be prepaid ahead of the terms stipulated by the schedule. 2.1.4.3. The Guarantee Amount, Interest, Commission Fee and Fine shall be paid in the same currency as the approved Bank Guarantee, while in case of necessity of conversion of the amount for the said purpose the conversion shall be effected at the expense of the Client at the commercial rate established within the Bank by the date of conversion or the exchange rate agreed with the Client (if any). 2.1.4.4. Any amount paid by the Client shall be deemed as the properly fulfilled obligation if it is paid within the term established by the Agreement (including and/or the Bank Guarantee Agreement, while if this term falls on a holiday or a day-off, the payment shall be made not later than on the following Banking Day. Furthermore, if such Banking Day is in (coincides with) the month following the month under review, then the payment shall be made not later than on the Banking Day preceding the payment date stipulated by the Bank Guarantee In the latter case the Client shall not pay a Fine for the premature payment of the due amount. 2.1.4.5. The Client also confirms and agrees to the Bank s full authority, to ensure fulfillment of the obligation assumed by the Client under the Agreement and/or in case of non-fulfillment of such obligation in full or properly: 2.1.4.5.1. to open, without the Client s further additional consent or the acceptance and with the observance of the existing rules, the Bank Guarantee Servicing Account and/or use any of the Client s existing Accounts as the Bank Guarantee Servicing Account; 2.1.4.5.2. to write off without acceptance from any Account of the Client any payables stipulated by the Credit Line Agreement) and/or the Bank Guarantee Agreement, as well as all the dues payable by the Ultimate Beneficiary(s) to the Beneficiary, and if the payable amount and the amount on the Account are in different currencies, the Bank is authorized to carry out the currency conversion on its own at the commercial rate effective within the Bank by the date of payment or at the rate agreed upon with the Client (if any), write off the conversion cost from the Client's Account without acceptance and direct the converted amount to cover the corresponding payable; 2.1.4.5.3. to exercise other rights established by the Credit Line Agreement) and/or Other Agreement 5 / 17
Associated Thereto (including the Bank Guarantee Agreement). 2.1.4.6. In accordance with the conditions defined by the Agreement, the fulfillment of the obligations assumed by the Client towards the Bank can be ensured by the Client by way of transfer of funds to the Bank and/or by way of limiting the right of using its own funds in favour of the Bank (blocking of the funds). In such case the Bank, as compared with other creditors, shall acquire priority right to satisfy in the first place, in full and properly, the claim against the Client regarding the Guarantee Amount, Interest, Commission Fee, Fine and other payables, from the above-mentioned funds. 2.1.5. Enforcement of the Bank Guarantee and payment of the Guarantee Amount to the Beneficiary 2.1.5.1. In case of non-fulfillment of obligations assumed by the Client towards the Beneficiary, the Beneficiary is authorized to apply to the Bank and request the enforcement of the Bank Guarantee and payment of the Guarantee Amount; 2.1.5.2. When the Beneficiary applies to the Bank for the enforcement of the Bank Guarantee, the corresponding request shall be submitted to the venue indicated in the Bank Guarantee Agreement and/or the Guarantee Certificate with observance of the form and conditions stipulated by the Bank Guarantee Agreement and/or the Guarantee Certificate, including possibility of submission via SWIFT. 2.1.5.3. The Bank is entitled to accept the Beneficiary s request for the enforcement of the Bank Guarantee no later than last day of the term of the Bank Guarantee. Furthermore, if the last day of the term of the Bank Guarantee coincides with the holiday or weekend, the Bank is entitled to accept the Beneficiary s request including the following Banking Day. 2.1.5.4. Term of reviewing the Bank Guarantee s enforcement request by the Bank makes up 5 (five) Banking Days. In case if the mentioned term is not sufficient for the Bank to make a decision and if the Bank Guarantee Agreement and/or the Guarantee Certificate do not stipulate otherwise, the Bank is authorized to extend the term of review for 20 (twenty) more Banking Days, of which the Bank shall immediately notify the Beneficiary, but if the Legislation provides for different term of reviewing the Bank Guarantee s enforcement request, than the mentioned term shall be effective. 2.1.5.5. The Bank shall notify in writing the Client and the debtor of the Beneficiary (if any) (hereinafter the Beneficiary s Debtor), if the Client and the Beneficiary s Debtor defined by the Guarantee Certificate are different Persons, in a reasonable term about the receipt of the Beneficiary s request about the Bank Guarantee s enforcement and hand over a copy of the request and other documentation defined by the Bank Guarantee Agreement and/or the Guarantee Certificate. The Client and the Beneficiary s Debtor (if any) shall in 2 (two) Banking Days since the receipt of the notification: a) confirm to the Bank in writing validity of the Beneficiary s request and agree to it, or b) reject (in full or partially) the Beneficiary s request, give the corresponding line of argument and attach the documents (if any) confirming the groundlessness of the Beneficiary s request. Nonfulfillment by the Client and the Beneficiary s Debtor of the mentioned obligation provides sufficient grounds for the Bank to consider as confirmed the circumstances indicated in the Beneficiary request and make the payment of the Guarantee Amount to the Beneficiary in the form indicated in the Bank Guarantee If the Client and the Beneficiary s Debtor express different positions, the position expressed by the Client shall prevail. 2.1.5.6. The Bank shall refuse the Beneficiary in fulfilling the request if the said request or the documents attached thereto do not comply with the conditions indicated in the Bank Guarantee Agreement and/or the Guarantee Certificate and/or they were submitted to the Bank after the expiry of the term defined by the Bank Guarantee Agreement and/or the Guarantee Certificate. Nevertheless the Bank is not responsible for the validity (authenticity) of the documents presented by Beneficiary. The Bank shall immediately, in the reasonable term, notify the Beneficiary about the refusal to satify the request; 2.1.5.7. If prior to satisfying the Beneficiary s request the Bank gets to know that the corresponding part of the main obligation secured by the Bank Guarantee is met in full, is terminated for certain reason or is void, the Bank shall immediately notify of it the Beneficiary and Client. The Beneficiary s repeated request received after the Bank notification stipulated by this paragraph can be subject to satisfaction by the Bank in accordance with the Legislation. 2.1.5.8. The Bank s obligation towards the Beneficiary stipulated by the Agreement (including Annex 4 to the General Credit Line Agreement) and/or the Bank Guarantee Agreement is limited to the payment of the Guarantee Amount for which the Bank Guarantee was issued. 2.1.5.9. In case the Bank pays the Guarantee Amount (in full or partially) on the basis of the Beneficiary s request, the Client becomes liable to regressive reimbursement towards the Bank, in proportion with the Guarantee Amount paid by the Bank. 6 / 17
Furthermore, Interest shall be accrued to the amount payable to the Bank by the Client under and in accordance with the conditions of the Agreement, in the amount established by the 2.1.5.10. The Guarantee Amount shall be paid in the currency indicated in the Bank Guarantee, except the cases when due to Force Majeure circumstances the Bank is unable to pay in the specified currency and/or when the payment in the indicated currency is against the Legislation. 2.1.5.11. The Bank is authorized to request from the Client regressive reimbursement: a) in the same currency as the payment of the Guarantee Amount was made to the Beneficiary or b) in the currency specified in the Bank Guarantee. 2.1.5.12. The Bank is also authorized to request from the Client, and the Client is bound to pay the Bank the amount, which the Bank a) paid the Beneficiary in contradiction to the conditions of the Bank Guarantee and/or b) was paid to the Beneficiary because of the breach of the Bank s obligation towards the Beneficiary. 2.1.6. Additional conditions of using the Bank Guarantee 2.1.6.1. On the basis of the Bank Guarantee Agreement is issued Guarantee Certificate in writing or online (via SWIFT), text of which is agreed with Client. Guarantee Certificate will reflect conditions of the Bank Guarantee (including, without limitation, the guarantee amount, payment terms and conditions, validity, venue and form of submission, etc.) and will be drawn up in 2 (two) counterparts of equal legal force, of which the first copy stays with the Bank and another is handed over to the Client to submit to the Beneficiary or is handed over to the Beneficiary by the consent of the Client. 2.1.6.2. Coming into force of the Bank Guarantee is conditional upon the transfer of the Guarantee Certificate and the Bank Guarantee cannot be revoked by the Bank unless otherwise specified by the Bank Guarantee Agreement, Legislation and/or Guarantee Certificate itself. 2.1.6.3. The Beneficiary s right of request towards the Bank under the Bank Guarantee can be transferred in full or partially by the Beneficiary to the Third Party (hereinafter the New Beneficiary) only on the basis of the Bank s prior written consent and payment by the Client of the Commission Fee for the transfer of the Bank Guarantee, if the Bank Guarantee Agreement and/or Guarantee Certificate stipulates the above-mentioned authority. 2.1.6.4. Upon the Beneficiary s request to the Bank about the enforcement of the Bank Guarantee the Bank is authorized to block without acceptance the Client's Account of any type with the observance of rules effective at the Bank. 2.1.6.5. In case of termination of the Bank s obligation towards the Beneficiary or revocation of the Bank Guarantee, the Bank Guarantee shall be considered to be void whether or not the counterpart of the Guarantee Certificate kept by the Beneficiary or the Client was returned to the Bank. 2.1.6.6. Revocation of the Bank Guarantee or refusal to enforce the Bank Guarantee becomes effective on the date of receipt by the Beneficiary of a written notification from the Bank or on the date indicated in the corresponding written notification. 2.1.6.7. If reduction or cancellation of Bank Guarantee is stipulated in the Guarantee Certificate on the basis of document presented by the Client, these documents must be presented at the address of the Bank mentioned in the Agreement, with the corresponding written demand of the Client, where will be mentioned number and date of the Bank Guarantee Agreement, redution or cancellation of which is demanded by the Client. 2.1.6.8. Despite the expiration of the term of the Bank Guarantee, the Client shall retain all obligations under the Agreement (including the obligation to pay the Commission Fee) until the Bank receives confirmation that the Beneficiary s request for the enforcement of the Bank Guarantee does not exist. 2.1.6.9. In case of full or partial termination of the Bank Guarantee for any reason, if the Bank does not decide otherwise, the Bank is not obliged to notify the Client about termination of the Bank Guarantee. 2.2. Letter of Credit 2.2.1. Rule of issuing the Letter of Credit Order 2.2.1.1. In case the Bank s authorized body makes a positive decision regarding the approvement of the Letter of Credit on the basis of presentation of Application, the Bank and the Client will execute an additional agreement (,,Letter of Credit Agreement ) defining specific conditions of using the Letter of Credit. 2.2.1.2. The Letter of Credit shall be used within the term(s) stipulated by the Agreement (including and/or the Letter of Credit Agreement on condition, that all conditions stipulated by the Credit Line Agreement) and/or the Letter of Credit Agreement are fulfilled in the form acceptable for the Bank. 2.2.1.3. In case the Client does not request issuance of the Letter of Credit Order within 1 (one) Calendar year or within the term(s) and in accordance with the conditions stipulated by the Agreement (including 7 / 17
and/or the Letter of Credit Agreement or the Client breaches conditions of the Agreement (including and/or Other Agreements Associated Thereto (including the Letter of Credit Agreement) and/or any agreement(s) executed with the Bank, the Bank is authorized to waive use of the Letter of Credit and/or issuance of the Letter of Credit Order and/or exercise other rights stipulated by the Credit Line Agreement), Other Agreements Associated Thereto (including the Letter of Credit Agreement) and/or any agreement(s) executed with the Bank. 2.2.2. Interest, Commission Fee and rule of their calculation and accrual 2.2.2.1. Interest amount and minimum and maximum amount Commission Fee (and/or other amount/form specified by the Agreement Agreement)) shall be defined by the Agreement Agreement), while the amount of Interest or Commission Fee for the specific Letter of Credit shall be reflected in corresponding Letter of Credit 2.2.2.2. Interest is calculated in accordance with the actual days following a date of payment of the Letter of Credit Amount defined by the Agreement Agreement) and/or the Letter of Credit Agreement, based on 365 (three hundred sixty five) days per year. 2.2.2.3. Commission Fee is calculated in the form and by periodicity stipulated by the Agreement (including and/or the Letter of Credit If the annual Commission Fee is stipulated, it is calculated by the rule envisaged for the Interest calculation, while in other cases - by other rule stipulated by the Agreement (including Annex 4 to the General Credit Line Agreement) and/or the Letter of Credit 2.2.2.4. Unless the Bank decides otherwise, accrual of the Interest (as the loss of profit) continues and is subject to payment even in case of delayed payment of the repaid Letter of Credit Amount, regardless the effectiveness or full or partial termination of the Agreement (including Annex 4 to the General Credit Line Agreement) and/or the Letter of Credit Agreement by the moment of the forced or voluntary disbursement of the repaid Letter of Credit Amount by the Client. 2.2.3. Fine (Penalty) for breach of conditions of use of the Letter of Credit and rule of its accrual 2.2.3.1. Amount of the Fine for violating conditions of use of the Letter of Credit shall be defined by the Credit Line Agreement) and/or the Letter of Credit 2.2.3.2. Unless the Bank decides otherwise, the Client shall pay the Fine in following cases: 2.2.3.2.1. for the non-payment of any of the Commission Fees in the established amount and terms; 2.2.3.2.2. for the non-payment of the repaid Letter of Credit Amount and/or the accrued Interest in the amount and terms established by the Agreement Agreement) and/or the Letter of Credit Agreement; 2.2.3.2.3. in other cases stipulated by the Agreement Agreement) and/or the Letter of Credit 2.2.3.3. Unless the Bank decides otherwise, accrual of the Fine continues and is subject to payment regardless effectiveness or termination of Agreement Agreement) and/or the Letter of Credit Agreement by the moment of forced or voluntary disbursement by the Client of the debt envisaged under the Agreement (including Annex 4 to the General Credit Line Agreement) and/or the Letter of Credit 2.2.3.4. By executing/signing the Agreement (including and/or the Letter of Credit Agreement the Client confirms/will confirm that it recognizes and agrees with the existence of the Fine established by the Credit Line Agreement) and/or the Letter of Credit Agreement and does not consider the Fine to be inadequately high. 2.2.3.5. Payment of the Fine does not relieve the Client from the fulfillment (payment) of the obligations (payables) assumed under the Agreement Agreement) and/or the Letter of Credit 2.2.4. The rule or repaying the Letter of Credit Amount, Interest, Commission Fee, Fine (Penalty) and other payables 2.2.4.1. The Client agrees expressly and irrevocably to the following order of paying the Letter of Credit Amount, Interest, Commission Fee, Fine and other payables: firstly is paid the Fine (if any), then the Commission Fee (if any), afterwards the accrued Interest, then the repaid Letter of Credit Amount and finally other payables. This order can be changed at the Bank s discretion. 2.2.4.2. The Letter of Credit Amount, Interest, Commission Fee and/or Fine shall be calculated and paid under and in accordance with the rule established by the Credit Line Agreement) and/or the Letter of Credit 8 / 17
The Bank can make available to the Client a schedule which is an informational document in accordance with which the Client reimburses the repaid Letter of Credit Amount, pays Interest and/or Commission Fee. The Letter of Credit Amount, Interest and/or Commission Fee paid by the Client based on the verbal or written statement submitted to the Bank based on the Parties agreement can be prepaid ahead of the terms stipulated by the schedule. 2.2.4.3. The Letter of Credit Amount, Interest, Commission Fee and Fine shall be paid in the same currency as the approved Letter of Credit, while in case of necessity of conversion of the amount for the said purpose the conversion shall be effected at the expense of the Client at the commercial rate established within the Bank by the date of conversion or the exchange rate agreed with the Client (if any). 2.2.4.4. Any amount paid by the Client shall be deemed as the properly fulfilled obligation if it is paid within the term established by the Agreement (including and/or the Letter of Credit Agreement, while if this term falls on a holiday or a day-off, the payment shall be made not later than on the following Banking Day. Furthermore, if such Banking Day is in (coincides with) the month following the month under review, then the payment shall be made not later than on the Banking Day preceding the payment date stipulated by the Letter of Credit In the latter case the Client shall not pay Fine for the premature payment of the payable. 2.2.4.5. The Client also confirms and agrees to the Bank s full authority, to ensure fulfillment of the obligation assumed by the Client under the Credit Line Agreement) and/or Letter of Credit Agreement and/or in case of non-fulfillment of such obligation in full or properly: 2.2.4.5.1. to open, without the Client s further additional consent or the acceptance and with the observance of the existing rules, the Letter of Credit Servicing Account and/or use any of the Client s existing Accounts as the Letter of Credit Servicing Account; 2.2.4.5.2. to write off without acceptance from any Account of the Client any payables stipulated by the Credit Line Agreement) and/or the Letter of Credit Agreement and if the payable amount and the amount on the Account are in different currencies, the Bank is authorized to carry out the currency conversion on its own at the commercial rate effective within the Bank by the date of payment or by the rate agreed with the Client (if any), write off the conversion cost from the Client s Account without acceptance and direct the converted amount to cover the corresponding payable; 2.2.4.5.3. to exercise other rights established by the Credit Line Agreement) and/or Other Agreement Associated Thereto (including the Letter of Credit Agreement). 2.2.4.6. In accordance with the conditions defined by the Credit Line Agreement) and/or Letter of Credit Agreement, the fulfillment of the obligations assumed by the Client towards the Bank can be ensured by the Client by way of transfer of funds to the Bank and/or by way of limiting the right of using its own funds in favour of the Bank (blocking of the funds). In such case the Bank, as compared with other creditors, shall acquire priority right to satisfy in the first place, in full and properly, the claim against the Client regarding the Letter of Credit Amount, Interest, Commission Fee, Fine and other payables from the above-mentioned funds. 2.2.5. Payment of Letter of Credit Amount to the Remittent 2.2.5.1. Application of Remittent to the Bank with a request about payment of the Letter of Credit Amount has to be submitted to the venue indicated in the Letter of Credit with the observance of form and conditions stipulated by the Letter of Credit, it s possible to submit application via SWIFT. Furthermore, the Remittent s request has to be accompanied with the Letter of Credit Document and all the documents associated thereto (if any). The Letter of Credit Document and all the documents associated thereto (if any) can be handed over to the Bank after repayment of the Letter of Credit Amount. 2.2.5.2. The Bank is entitled to accept the Remittent s request for the payment of the Letter of Credit Amount no later than last day of the term of effectiveness of Letter of Credit. Furthermore, if the last day of the term of effectiveness of Letter of Credit coincides with the holiday or weekend, the Bank is entitled to accept the Remittent s request including the following Banking Day. 2.2.5.3. Term of reviewing the Letter of Credit Amount payment request, the Letter of Credit Document and all the documents associated thereto makes up 5 (five) Banking Days since the receipt of the corresponding request/documents by the Bank. 2.2.5.4. The Bank is authorized to refuse the Remittent in meeting its request if the request or the Letter of Credit Document and/or all the necessary documents associated thereto (if any) do not comply with the conditions indicated in the Letter of Credit and/or they are submitted to the Bank in 9 / 17
violation of the form and/or conditions defined by the Letter of Credit. Nevertheless the Bank is not responsible for the validity (authenticity) of the documents presented by Remittent. The Bank shall immediately notify the Remittent within a reasonable term about the defects related to the request and if the Remittent fails to remove the said defects the Bank is authorized to return the corresponding documentation to the Remittent. 2.2.5.5. In case the Bank refuses to meet the Remittent s request and repay the Letter of Credit, the Bank is authorized to request from the Client reimbursement of any incurred expenses along with the accrued Interest. 2.2.5.6. The Bank s obligation towards the Remittent defined by the Agreement (including Annex 4 to the General Credit Line Agreement) and/or the Letter of Credit Agreement is limited to the payment of the Letter of Credit Amount for which the Letter of Credit was issued. 2.2.5.7. In case the Bank, based on the request of the Remittent, pays the Letter of Credit Amount to the Remittent (in full or partially), the Client becomes liable for regressive reimbursement towards the Bank in proportion with the Letter of Credit Amount repaid by the Bank. Besides, the Interest shall be accrued to the amount payable by the Client to the Bank on the basis of the Agreement Agreement) and/or the Letter of Credit Agreement in the amount defined on the basis and in acccordance with the conditions of the Agreement Agreement) and/or the Letter of Credit 2.2.5.8. The Bank is authorized to hand over to the Client the Letter of Credit Document and all the necessary documents associated thereto in case if the Client meets in full and properly all the obligations defined by the Agreement (including and/or the Letter of Credit 2.2.5.9. The Letter of Credit Amount shall be paid in the currency indicated in the Letter of Credit except the cases, when the Bank is unable to pay in the indicated currency due to Force-Majeure circumstances and/or the payment in the indicated currency is against the Legislation. 2.2.5.10. The Bank is authorized to request from the Client regressive reimbursement: a) in the same currency as the payment of the Letter of Credit Amount was made to the Remittent; or b) in the currency indicated in the Letter of Credit. 2.2.6. Additional conditions of using the Letter of Credit 2.2.6.1. On the basis of the Letter of Credit Agreement is issued Letter of Credit Order in writing or online (via SWIFT), which will reflect conditions of the Letter of Credit and one copy of which is handed over to the Client, but other is transferred to the Remittent or also handed over to the Client to submit to the Remittent. 2.2.6.2. Coming into force of the Letter of Credit is conditional upon the transfer of the Letter of Credit order. 2.2.6.3. The Remittent s right of request towards the Bank under the Letter of Credit can be transferred in full or partially by the Remittent to the Third Party (hereinafter the New Remittent), if the Letter of Credit Agreement and/or Letter of Credit Order does not stipulates any other conditions. 2.2.6.4. Upon the Remittent s request to the Bank about the enforcement of the Letter of Credit the Bank is authorized to block without acceptance the Client's Account of any type with the observance of rules effective at the Bank. 2.2.6.5. Revocation of the Letter of Credit or refusal to Letter of Credit Repaymentbecomes effective on the date of receipt by the Remittent of a written notification from the Bank or on the date indicated in the corresponding written notification. 2.2.6.6. Despite the expiration of the term of effectiveness of Letter of Credit, the Client shall retain all obligations under the Agreement (including the obligation to pay the Commission Fee) until the Bank receives confirmation that the Remittent s request for the payment of the Letter of Credit Amount does not exist. 2.3. Stand-by Letter of Credit 2.3.1. Rule of issue the Stand-by Letter of Credit Order 2.3.1.1. In case the Bank s authorized body makes a positive decision regarding the approvement of the Standby Letter of Credit on the basis of presentation of Application, the Bank and the Client will execute an additional agreement (,,Stand-by Letter of Credit Agreement ) defining specific conditions of using the Stand-by Letter of Credit. 2.3.1.2. The Stand-by Letter of Credit will be used in the term(s) stipulated by the Agreement (including and/or Stand-by Letter of Credit Agreement, provided that all the conditions stipulated by the Credit Line Agreement) and/or Stand-by Letter of Credit Agreement are fulfilled in the form acceptable for the Bank. 2.3.1.3. In case the Client does not request issuance of the Stand-by Letter of Credit Order within 1 (one) Calendar year or within the term(s) and in accordance with the conditions stipulated by the Credit Line Agreement) or the Stand-by Letter of Credit Agreement and/or the Client breaches conditions of the Agreement (including Annex 4 to the General Credit Line Agreement) and/or Other 10 / 17
Agreements Associated Thereto (including the Stand-by Letter of Credit Agreement) and/or any agreement(s) executed with the Bank, the Bank is authorized to waive use of the Stand-by Letter of Credit and/or issuance of the Stand-by Letter of Credit Order and/or exercise other rights stipulated by the Agreement (including Annex 4 to the General Credit Line Agreement), Other Agreements Associated Thereto (including the Stand-by Letter of Credit Agreement) and/or any agreement(s) executed with the Bank. 2.3.2. Interest, Commission Fee and rule for their calculation and accrual 2.3.2.1. Interest amount and minimum and maximum amount Commission Fee (and/or other amount/form specified by the Agreement Agreement)) is defined by the Agreement Agreement), while the amount of Interest or Commission Fee for the specific Stand-by Letter of Credit shall be reflected in corresponding Stand-by Letter of Credit 2.3.2.2. Interest is calculated in accordance with the actual days following a date of payment of the Stand-by Letter of Credit Amount defined by the Agreement Agreement) and/or the Stand-by Letter of Credit Agreement, based on 365 (three hundred sixty five) days per year. 2.3.2.3. Commission Fee is calculated in the form and by the periodicity stipulated by the Agreement Agreement) and/or the Stand-by Letter of Credit If the annual Commission Fee is stipulated, it is calculated by the rule envisaged for the Interest calculation, while in other cases - by other rule stipulated by the Agreement (including and/or the Stand-by Letter of Credit 2.3.2.4. Unless the Bank decides otherwise, the accrual of the Interest (as the loss of profit) continues and is subject to payment even in case of delayed payment of the repaid Stand-by Letter of Credit Amount, regardless the effectiveness or full or partial termination of the Agreement (including and/or the Stand-by Letter of Credit Agreement by the moment of the forced or voluntary disbursement of the repaid Stand-by Letter of Credit Amount by the Client. 2.3.3. Fine (Penalty) for violating conditions of use of the Stand-by Letter of Credit and rule of its accrual 2.3.3.1. Amount of the Fine for violating conditions of use of the Stand-by Letter of Credit shall be defined by the Credit Line Agreement) and/or the Stand-by Letter of Credit 2.3.3.2. Unless the Bank decides otherwise, the Client shall pay the Fine in the following cases: 2.3.3.2.1. for the non-payment of any of the Commission Fees in the established amount and terms; 2.3.3.2.2. for the non-payment of the repaid Stand-by Letter of Credit Amount and/or the accrued Interest in the amount and terms established by the Credit Line Agreement) and/or the Stand-by Letter of Credit Agreement; 2.3.3.2.3. in other cases established by the Agreement Agreement) and/or the Stand-by Letter of Credit 2.3.3.3. Unless the Bank decides otherwise, accrual of the Fine continues and is subject to payment regardless the effectiveness or termination of Agreement Agreement) and/or the Stand-by Letter of Credit Agreement by the moment of forced or voluntary disbursement of the debt envisaged by the Credit Line Agreement) and/or the Stand-by Letter of Credit Agreement by the Client. 2.3.3.4. By executing/signing the Agreement (including and/or the Stand-by Letter of Credit Agreement the Client confirms/will confirm that it recognizes and agrees with the existence of the Fine established by the Agreement and/or the Stand-by Letter of Credit Agreement and does not consider the Fine to be inadequately high. 2.3.3.5. Payment of the Fine does not relieve the Client from the fulfillment (payment ) of the obligations (payables) assumed under the Agreement Agreement) and/or the Stand-by Letter of Credit 2.3.4. The rule or repaying the Stand-by Letter of Credit Amount, Interest, Commission Fee, Fine (Penalty) and other payables 2.3.4.1. The Client agrees expressly and irrevocably to the following order of paying the Stand-by Letter of Credit Amount, Interest, Commission Fee, Fine and other payables: firstly is paid the Fine (if any), then the Commission Fee (if any), afterwards the Accrued Interest, then the repaid Stand-by Letter of Credit Amount and finally other payables. This order can be changed at the Bank s discretion. 2.3.4.2. The Stand-by Letter of Credit Amount, Interest, Commission Fee and/or Fine shall be calculated and paid under and in accordance with the rule established by the Agreement (including Annex 4 to the General Credit Line Agreement). The Bank can make available to the Client a schedule, which 11 / 17