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Letter Of Instructions To Counter Guaranteeing Bank
(Note: The following forms and documents are prepared under the laws and practice prevailing as of [Date].)
Following our verbal agreements, we ask you to issue in our interest and at our risk a guarantee conforming to the attached text signed by us and in favour of (...) up to the amount of (...) in capital plus any incidental accessories.
To this effect we undertake jointly and severally for ourselves and for our heirs and assigns on whatsoever ground:
1. to grant you an advance commission, as agreed, from the date of issuance of the guarantee until the guarantee is returned to you by the creditor or the creditor has released you from any relative obligation and therefore independently of the eventual expiration of the guarantee; subject to review of the interest rate due you in case you are not released within one year and subject to that rate being reduced by [--%] in case of the opening of an escrow account as dealt with under No. 4;
2. To put at your disposal, or respectively to reimburse you, on your mere demand for the entire sum that you have been called upon to pay or have already paid on any claim whatsoever deriving from this guarantee, waiving in either case any defenses or claims against you concerning the grounds of the creditor's request; and therefore authorizing you from now on to make payment to the creditor using your absolute discretion and without giving us any advance notice, even if disputes concerning the creditor's action arise or have arisen in any judicial or arbitral seat;
3. To grant you interest on the sum that you should advance in our stead and for our account, according to your prevailing rate on over-drafts to your customers at the time your disbursement;
4. To pay you, at any time whatsoever upon your mere demand by registered letter, a sum equal to your disbursement under the guarantee, plus incidental accessories. You are authorized to charge us this same amount on the date of your receipt of the demand for payment, and even before then to charge it against our current account with you, so that payment can never be interpreted as a novation of our obligations deriving from this undertaking. That amount of your payment will be placed in a special escrow account entered in our name and blocked to your favour, that form now on we pledge as a guarantee of all our obligations under this undertaking and that therefore can be charged with any and all amounts owed by us to you.
5. To assume as our exclusive responsibility any and all costs whatsoever arising from this undertaking, including the possible costs for registration of the guarantee and of this agreement, for the purposes of which we and our heirs and assigns elect to be domiciled for any claim whatsoever, at the address indicated below:
We declare that we specifically approve clauses No. 2 (waiver of defenses, claims and of advance notice of payment), No. 4 (advance cash cover) and No. 5 (election of domicile).
Registered U.S. Mail
LETTER OF ACCEPTANCE OF INSTRUCTIONS BY COUNTER-GUARANTEEING BANK
We have duly received your instructions dated (...) which we have transcribed as follows: