Terms & Conditions for Issuing Orbita Notes

Welcome to the guidelines on Terms & Conditions for Issuing Orbita Notes. This document provides clarity on the obligations, rights, and processes involved in issuing Orbita Notes within the framework of the Central Ura Monetary System and the Credit-to-Credit (C2C) Monetary System, ensuring compliance and trust. These terms are essential for maintaining transparency, protecting investors, and upholding the C2C principles that prevent debt-based issuance, guaranteeing that each note issued is backed by sufficient assets or credit.

By adhering to these terms, the Orbita Note issuing community ensures smooth operations, protects stakeholders, and fosters long-term confidence in the marketplace.

1. Rights and Obligations of Noteholders

As issuers of Orbita Notes, it is crucial to establish clear terms that outline the rights of investors and their responsibilities. These terms guide interactions with investors, ensure alignment of expectations, and maintain trust throughout the life of the issued notes.

Principal and Interest Rights:
Noteholders are entitled to receive the full principal amount and interest payments as stipulated in the issuance terms.
Access to Information:
Investors have the right to receive periodic updates and financial statements to monitor the performance of their investment.
Obligations to Follow Redemption Policies:
Investors must comply with the issuer’s policies for scheduled and early redemptions.

2. Redemption Policies

Redemption terms define when and how noteholders can redeem their investments. Clear policies protect both investors and issuers by balancing flexibility with financial planning.

Scheduled Redemption:
Full repayment of the principal and interest will occur on the agreed maturity date.
Early Redemption:
If early redemption is offered, specific penalties or adjustments may apply.
Call and Put Options:
- Call Option: Allows issuers to redeem notes before maturity, often to manage interest rate changes.
- Put Option: Empowers investors to redeem their notes early under predefined conditions.

3. Interest Rate Structures

Interest terms specify the nature of payments, which may be fixed or variable, ensuring alignment with market conditions and investor expectations.

Fixed or Floating Interest Rates:
Interest rates can remain stable or adjust with market benchmarks like inflation indices.
Payment Schedule:
Issuers may offer monthly, quarterly, or annual interest payments to accommodate investor preferences.
Compounded Interest (if applicable):
Interest may accumulate over time, increasing the total payout at maturity.

4. Conversion Options and Terms

Conversion options, if included, allow investors to convert notes into other financial instruments such as equity.

Equity Conversion:
Investors can exchange their notes for equity in the issuer or affiliated entities based on agreed terms.
Conversion Periods:
Conversion windows ensure alignment with business strategies, offering flexibility while maintaining control.

5. Risk Factors and Disclosures

Issuers must provide transparent disclosures about risks associated with the notes to ensure investors make informed decisions.

Market and Credit Risks:
Changes in market conditions or issuer creditworthiness could affect the performance of the notes.
Liquidity Risks:
Notes may not always be easily tradable, impacting investors’ ability to exit before maturity.
Operational Risks:
Risks related to the issuer’s operations or governance must be disclosed clearly to maintain transparency.

6. Fees and Expenses

Issuers should outline any fees related to the issuance and management of the notes, ensuring clarity for investors.

Issuance Fees:
A one-time fee may be charged to cover the administrative costs of launching the notes.
Management Fees:
Recurring fees may apply to cover operational and reporting costs.
Early Redemption Penalties:
Investors opting for early redemption may incur penalties or reduced interest payouts.
Conversion Fees:
If conversion options are exercised, nominal fees may be applicable.

7. Reporting and Transparency Obligations

Transparency builds trust between issuers and investors. Regular reporting ensures investors remain informed about the status of their investments.

Periodic Financial Reports:
Issuers must provide quarterly or annual reports detailing fund performance and compliance with terms.
ESG Reporting (if applicable):
For sustainable or impact-focused notes, issuers must demonstrate how funds are used in alignment with ESG goals.
Material Event Disclosures:
Issuers must inform investors promptly of any significant changes affecting the notes or the issuer’s operations.

8. Legal and Regulatory Compliance

Issuers must ensure all notes comply with local and international regulations, safeguarding the legitimacy of the issuance.

Licensing Requirements:
Issuers must hold the appropriate licenses and certifications to operate legally.
AML and KYC Compliance:
Anti-Money Laundering (AML) and Know Your Customer (KYC) checks are mandatory to prevent fraudulent activities.
Jurisdictional Compliance:
Issuers must adhere to the legal requirements of the jurisdiction governing the notes.

9. Default and Remedies

Default terms protect investors by defining what constitutes a default and the remedies available.

Events of Default:
Failure to make payments, insolvency, or breaches of terms may trigger a default.
Investor Remedies:
Investors may demand accelerated repayment or initiate legal action if a default occurs.
Notice Periods:
Issuers must notify investors within a specified timeframe if default conditions are met.

10. Force Majeure Clause

A force majeure clause protects issuers from liabilities resulting from unforeseen events beyond their control.

Events Covered:
Natural disasters, wars, pandemics, or regulatory changes may invoke the force majeure clause.
Temporary Suspension:
Issuers may temporarily halt operations or payments during the event.
Notification and Recovery Plan:
Issuers must notify investors promptly and outline recovery strategies to resume operations.

11. Governing Law and Dispute Resolution

Clear dispute resolution mechanisms provide certainty in the event of conflicts between issuers and investors.

Jurisdiction:
Issuers must specify the governing law and jurisdiction for resolving disputes.
Arbitration or Mediation:
Issuers may offer arbitration or mediation as alternatives to litigation for faster resolution.

12. Amendments and Waivers

These provisions define the conditions under which terms may be amended or waived.

Amendment Process:
Changes to the terms may require approval from a specified percentage of noteholders.
Waiver Conditions:
Temporary waivers may be granted under mutual agreement, ensuring flexibility in specific circumstances.

Conclusion

As part of the Orbita Note issuing community, adhering to these Terms & Conditions ensures that your issuance aligns with the principles of the Central Ura Monetary System and the Credit-to-Credit (C2C) Monetary System, fostering trust and compliance. These provisions not only protect your operations but also provide clarity and transparency to your investors, promoting sustainable and reliable market practices. By following these guidelines, you contribute to building a robust, asset-backed financial ecosystem, enhancing the credibility and value of Orbita Notes.