Mark Abrams

Mark heads up the trade finance offering at TFG where his team focuses on bringing in alternative structured finance to international trading companies.

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Contents

What is the template wording for an Electronic Payment Undertaking (ePU)?

By using a digital signature to sign this ePU and any subsequent amendments as contained and authenticated in this electronic system, the Issuer irrevocably and unconditionally undertakes to pay the Holder, on the Maturity Date, the Principal Amount in the Applicable Currency in immediately available funds without any deduction or withholding, set-off or counterclaim at the Payment Place.  The Issuer hereby waives the need for any further action or notices or any defences to non-payment in connection with the delivery, acceptance, performance, default or enforcement of this ePU.

The holder of this ePU (authenticated by owning the private key which corresponds to the public key in this electronic system) is the legal owner of this ePU (the Holder).  The Holder has all rights to this ePU, including but not limited to, having control of the ePU in this electronic system with the ability to make amendments. The Holder may freely transfer legal ownership and control of this ePU to a third party (an Assignee).

Upon agreement to transfer legal ownership and control of this ePU to an Assignee the Holder shall assign this ePU to the Assignee by [instructions to this electronic system] (a Transfer). 

When a Transfer is executed, all rights, title, benefit and interests of the Holder arising out of or in connection to this ePU, whether present or future, actual or contingent are absolutely assigned to the Assignee.

Upon a Transfer, the Assignee owns the private key, which corresponds to the public key in the electronic system, for that ePU, and therefore becomes the Holder.

The Issuer irrevocably agrees that the recording of a Transfer in the electronic system constitutes notice to it of the assignment of this ePU to the Assignee.  Each Assignee shall have all the rights of the Holder set out in this ePU.

This ePU shall be governed by, and construed in accordance with, the law of England and Wales.

[The courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this ePU.]

[ Any dispute arising out of or in connection with this ePU, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one and the seat, or legal place, of arbitration shall be London.]

This ePU and any subsequent amendment is dated as at the time of the timestamp.

This electronic payment undertaking with reference [***] (this ePU) is timestamped [***]. 

Part 2 Electronic Payment Undertaking – Bill of Exchange

By using a digital signature to sign this ePU and any subsequent amendments as contained and authenticated in this electronic system, the Issuer irrevocably and unconditionally orders the Acceptor to pay the Holder, on the Maturity Date, the Principal Amount in the Applicable Currency in immediately available funds without any deduction or withholding, set-off or counterclaim at the Payment Place.  

Upon acceptance, evidenced by using a digital signature to sign this ePU, the Acceptor irrevocably and unconditionally agrees to pay the Holder the Principal Amount on the Maturity Date, in accordance with the terms of this ePU. 

The Acceptor hereby waives the need for any further action or notices or any defences to non-payment in connection with the delivery, acceptance, performance, default or enforcement of this ePU. 

The holder of this ePU (authenticated by owning the private key which corresponds to the public key in this electronic system) is the legal owner of this ePU (the Holder).  The Holder has all rights to this ePU, including but not limited to, having control of the ePU in this electronic system with the ability to make amendments. The Holder may freely transfer legal ownership and control of this ePU to a third party (an Assignee).

Upon agreement to transfer legal ownership and control of this ePU to an Assignee the Holder shall assign this ePU to the Assignee by [instructions to this electronic system] (a Transfer). 

When a Transfer is executed, all rights, title, benefit and interests of the Holder arising out of or in connection to this ePU, whether present or future, actual or contingent are absolutely assigned to the Assignee.

Upon a Transfer, the Assignee owns the private key, which corresponds to the public key in the electronic system, for that ePU, and therefore becomes the Holder.

The Acceptor irrevocably agree that the recording of a Transfer in the electronic system constitutes notice to it of the assignment of this ePU to the Assignee.  Each Assignee shall have all the rights of the Holder set out in this ePU.

This ePU shall be governed by, and construed in accordance with, the law of England and Wales.

[The courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this ePU.]

[ Any dispute arising out of or in connection with this ePU, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one and the seat, or legal place, of arbitration shall be London.]

This ePU and any subsequent amendment is dated as at the time of the timestamp.

This electronic payment undertaking with reference [***] (this ePU) is timestamped [***].