1	Definitions and Interpretation
2	Uncommitted Facilities, Drawdown request, on-demand repayment
3	Purpose
4	Representations and Warranties
5	Undertakings
6	Payments
7	Severability
8	Set-Off
9	Security
10	Review
11	Fees Costs and Expenses
12	Currency Indemnity and Facility Currency
13	Changes in Circumstances
14	Force Majeure
15	No Waiver
16	Joint and Several Liability
17	Benefit of Agreement
18	Assignment
19	Limitation Periods
20	Communications
21	Amendments and Termination
22	Examination of Statements of Account
23	Material Interests
24	Financial Crime Risk Management Activity
25	Confidentiality
26	Governing Law and Jurisdiction

1	Definitions and Interpretation

1.1	Unless otherwise indicated, capitalised terms used herein shall have the meaning ascribed to such terms in the Facility Offer Letter. In these Terms and Conditions: Account means each account that the Customer holds with the Bank from time to time.

a.

the “Interest Rate” applicable to such Facility as stipulated in the Facility Offer Letter; or

b.

if no “Interest Rate” is stipulated for such Facility in the Facility Offer Letter, the interest rate stipulated in the then current Tariff of Charges.

a.

the period defined as the “Availability Period” for such Facility in the Facility Offer Letter; or

b.

if no Availability Period for such Facility is specified in the Facility Offer Letter, the period from the date of the Facility Offer Letter until the earlier of (i) the date on which the Credit Limit (or, if a Sub-Limit applies, such Sub-Limit) of the Facility has been reached; and (ii) the date on which the Bank notifies the Customer that the Facility has been cancelled, or otherwise withdrawn pursuant to the Facility Documents.

a.

for the purpose of ascertaining the Fixing Date for EIBOR, a day on which banks are generally open for business in Dubai;

b.

for the purpose of ascertaining the Fixing Date for EURIBOR, a TARGET Day;

c.

for the purpose of ascertaining the Fixing Date for TIBOR, a day other than a Saturday or Sunday on which banks are open for general business in Tokyo;

d.

for the purpose of a Loan for which the Reference Rate is an Overnight Rate, in relation to the determination of the first day or the last day of an Interest Period or otherwise in relation to the determination of the length of such an Interest Period, a Banking Day relating to that Loan;

e.

in relation to payments (other than payments in euro), a day on which commercial banks and FX markets are generally open for business in the principal financial centre for the currency of such payment;

f.

in relation to payments in euro, a TARGET Day; and

g.

in relation to notices or other communications, a day on which commercial banks and FX markets are generally open for business in the country of the recipient of such notice or other communication.

a.

for a Facility in dollars, the “Central Bank Rate” as specified in the Schedule (Overnight SOFR) or the Schedule (Term SOFR), as applicable to the Facility Offer Letter;

b.

for a Facility in sterling, the “Bank of England Bank Rate” as specified in the Schedule (Overnight SONIA) or the Schedule (Term SONIA), as applicable to the Facility Offer Letter;

c.

for a Facility in euro, the “European Central Bank Rate” as specified in the Facility Offer Letter;

d.

for a Facility in Swiss francs, the “Central Bank Rate” as specified in the Schedule (Swiss Franc Facilities) to the Facility Offer Letter; and

e.

for a Facility in Japanese yen, the Central Bank Rate” as specified in the Schedule (Overnight TONAR) or the Schedule (TOFR), as applicable to the Facility Offer Letter.

a.

the interest rate stipulated in the Facility Offer Letter to be applicable to any sum due, but unpaid, to the Bank under the Facility Documents, as shall be calculated by the Bank on a daily basis for the period in which such sum remains unpaid and which shall be payable by the Customer on demand; or

b.

if no such interest rate is stipulated in the Facility Offer Letter, the rate stipulated in the then current Tariff of Charges.

a.

for Facilities other than Overdraft Facilities, two Business Days prior to (i) the relevant Drawdown date and (ii) the first day of each Interest Period thereafter; and

b.

for Overdraft Facilities, two Business Days prior to the first day of each Interest Period.

a.

the Customer is unable or admits inability to pay its debts as they fall due;

b.

the Customer is deemed, or is declared, to be unable to pay its debts under any applicable Laws;

c.

the Customer suspends or threatens to suspend making payments on any of its debts;

d.

by reason of actual or anticipated financial difficulties, the Customer commences negotiations with one or more of its creditors with a view to rescheduling any of its Indebtedness;

e.

a resolution is passed for the Customer’s voluntary winding up;

f.

any court orders that the Customer is bankrupt or insolvent, or otherwise notifies the Bank that the Customer is subject to any form of bankruptcy or insolvency proceedings;

g.

a petition for a bankruptcy order (or any equivalent) is presented against the Customer;

h.

any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any Indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) in respect of the Customer; or

i.

any court appoints a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer over the Customer or any of its assets, or any analogous procedure or step is taken in any jurisdiction.

a.

for a Facility (including any Term Loan Facility and any Revolving Loan Facility) other than an Overdraft Facility or a Trade Finance Facility, the period as specified in the applicable Facility Offer Letter and, to the extent applicable, further defined in the applicable Term Loan Agreement and/or the applicable Revolving Loan Agreement;

b.

for an Overdraft Facility, each calendar month beginning on and including the first day of the month; and

c.

for a Trade Finance Facility, each period for which interest accrues in accordance with the Standard Trade Terms.

a.

in relation to EIBOR, the Emirates interbank offered rate administered by the Central Bank of the United Arab Emirates (or any other person which takes over the administration of that rate) for dirhams and the relevant period displayed on www.centralbank.ae (or any replacement Central Bank of United Arab Emirates page which displays that rate or on the appropriate page of such other information service which publishes that rate from time to time in place of the Central Bank of the United Arab Emirates);

b.

in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for a period equal to the Interest Period, as displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate), or on the appropriate page of such information service which publishes that rate from time to time in place of Thomson Reuters. If such page ceases to be available, the Bank (after consultation with the Customer) may specify another page or service displaying the appropriate rate;

c.

in relation to TIBOR, the Tokyo interbank offered rate administered by Ippan Shadan Hojin JBA TIBOR Administration (or any other person which takes over the administration of that rate) for a period equal to the Interest Period, as displayed on the appropriate page of the Thomson Reuters screen and designated as Japanese Yen TIBOR provided that if the screen page is replaced, not available or such service ceases to be available, the Bank may specify another page or service displaying the appropriate rate.

a.

in relation to EIBOR, 12:00 pm Dubai time, on the relevant Fixing Date;

b.

in relation to EURIBOR, 11:00 am Brussels time, on the relevant Fixing Date;

c.

in relation to TIBOR, 11:00 am Tokyo time, on the relevant Fixing Date.

a.

the Bank’s standard trade product terms (as amended from time to time) a copy of which has been or will be provided by the Bank to the Customer or which can be accessed, read and printed by the Customer available at http://www.gbm.hsbc.com/gtrfstt; or (as the case may be);

b.

those Bank standard trade product terms and conditions set out in the applicable “Trade Financing General Agreement” executed or to be executed between the Customer and the Bank before the Customer can utilise any Trade Finance Facility availed under the Facility Offer Letter.

a.

in respect of an individual customer, any documentation or information relating to an individual, an individual’s identity or tax status including but not limited to an individual’s name(s), residential address(es), age, date of birth, place of birth, nationality, citizenship, tax residence, domicile for tax purposes, tax identification number (if appropriate) personal and marital status, and shall include where applicable Forms W9 and W8-BEN, as issued by the Internal Revenue Service of the United States of America as amended, supplemented or substituted from time to time, or a self-certification form as defined under local or foreign laws, regulatory guidance, intergovernmental agreements or intergovernmental cooperation agreements; or

b.

in respect of a customer that is an entity, any documentation or information for the entity or the entity’s individual beneficial owner, “Substantial Owners” or “Controlling Persons” relating, directly or indirectly, to (i) Entity Status Information; or (ii) an individual or an individual’s identity or tax status (where such individual is a “Controlling Person”, “Substantial Owner” or beneficial owner of a designated account), including but not limited to such individual’s name(s), residential address(es), age, date of birth, place of birth, nationality, citizenship, tax residence, domicile for tax purposes, tax identification number (if appropriate) personal and marital status and (where applicable) Forms W9 and W8-BEN, maintain, disclose and report tax and account specific Financial Information to any local or foreign tax or fiscal authority.

1.2	Interpretation:

a.

All references to dates and times shall be to the Gregorian calendar and the time of the Country, respectively.

b.

Any reference to a “month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month (and any reference to “months” shall be construed accordingly) provided however that, if a period starts on the last Business Day in a calendar month and there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that calendar month.

c.

Any reference to a person or persons means any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality).

d.

Unless otherwise specified, any reference to a clause is a reference to a clause within these Terms and Conditions.

e.

References to the singular include the plural and vice versa.

f.

In the event of any conflict between these Terms and Conditions and any special terms and conditions set out in the Facility Offer Letter, or any other related agreement thereto, then those other terms and conditions shall prevail.

g.

Any references to “includes” or “including” shall be a reference to includes or including without limitation.

h.

Any references to a central bank rate shall include any successor rate to, or replacement for, that rate.

i.

Any references to a page or screen of an information service displaying a rate shall include:

i.

any replacement of that information service which displays that rate; and

ii.

the appropriate page of such other information service which publishes that rate from time to time in place of that information service, and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Bank after consultation with the Customer.

1.3	Notwithstanding any applicable Law, a person (other than a member of the HSBC Group) who is not a party to the Facility Documents has no right to enforce or enjoy the benefit of any term of the Facility Documents.

2	Uncommitted Facilities, Drawdown request, on-demand repayment

2.1	The Customer may submit a Drawdown request for a Facility only upon the Bank confirming that it has received all of the documents and other evidence listed in the Facility Documents, each in form and substance satisfactory to the Bank.

2.2	Without prejudice to clause 2.3 below, a Drawdown request is irrevocable and shall be considered as duly submitted if:

(a)

the proposed Drawdown date for the Facility is a Business Day within the Availability Period;

(b)

the amounts already utilized under a Facility together with the amount of the proposed Drawdown do not cause the Aggregate Limit, or a Credit Limit, or a Sub-Limit to be exceeded;

(c)

the requested Drawdown is in the Facility Currency, or if the Bank has provided its prior written consent to an Alternative Currency for a specific Drawdown, in that Alternative Currency; and

(d)

the Customer has delivered all the documents requested in the relevant Facility Documents for the purpose of the proposed Drawdown.

2.3	The Customer expressly acknowledges and agrees that, unless otherwise indicated in a Facility Document, all Facilities shall be deemed uncommitted and repayable on-demand. As a consequence, the Bank may in its sole and absolute discretion: a. accept or reject a Drawdown request;

b.

cancel or reduce all or any of the unutilized Facilities; and

c.

demand immediate repayment in full or in part of any amounts outstanding in respect of such Facilities at any time after the Customer has become insolvent or has breached any provisions of any Facility Document,

d.

demand repayment in full or in part of any amounts outstanding in respect of such Facilities upon the expiry of 30 days’ notice having been given by the Bank; and/or

e.

demand that a cash deposit be placed with the Bank by the Customer as full collateral to cover all contingent or unmatured liabilities of the Customer to the Bank hereunder (as determined by the Bank).

2.4	The Customer further acknowledges and agrees that, by submitting a Drawdown request, the Customer confirms that the representations and warranties listed in clause 4 below are true and accurate and will remain so as at the Drawdown date.

3

Purpose

4	Representations and warranties

4.1	By countersigning the Facility Documents, the Customer represents and warrants to the Bank, on the date of the Facility Documents and on the dates set out in clause 4.2 below, that:

(a)

it is a corporation duly incorporated, registered and validly existing under the laws of the jurisdiction of incorporation;

(b)

it has the power to enter into, perform and deliver, and has taken all necessary actions for its entry into, performance and delivery of the Facility Documents and the obligations expressed to be assumed by it in the Facility Documents are legal, valid, binding and enforceable obligations;

(c)

the entry into and performance by it of the transactions contemplated by the Facility Documents do not and will not conflict with (i) any Law applicable to it, (ii) its constitutive documents or (iii) any agreement or instrument binding upon it or its assets;

(d)

all Authorisations required or desirable:

i.

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Facility Documents;

ii.

for the conduct of its business, trade and ordinary activities; and

iii.

to make the Facility Documents admissible in evidence in its jurisdiction of incorporation, have been obtained and are in full force and effect;

(e)

the choice of the governing law of the Facility Documents will be recognised and enforced in its jurisdiction of incorporation;

(f)

any judgment obtained in relation to the Facility Documents in the jurisdiction of the governing law of the Facility Documents will be recognised and enforced in its jurisdiction of incorporation;

(g)

it is not necessary that the Facility Documents, (except for any Security Agreement governed by the Laws of the Country), be filed, recorded or enrolled with any court or other authority in its jurisdiction of incorporation or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Facility Documents or the transactions contemplated thereby;

(h)

it is not Insolvent and has no reason to believe, after having made due enquiry, that it is likely to be Insolvent in the foreseeable future;

(i)

it has conducted its businesses in compliance with applicable anti-corruption laws, including the United Kingdom Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar Law in other jurisdictions (the “ABC Laws”) and has instituted and maintained policies and procedures designed to promote and achieve compliance with such ABC Laws;

(j)

it has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted;

(k)

the claims of the Bank against the Customer under the Facility Documents will at all times rank at least pari passu with the claims of creditors of all its unsecured unsubordinated Indebtedness;

(l)

no material litigation, arbitration or administrative proceeding (including any which relate to the bankruptcy, winding-up or dissolution of the Customer) before, by or of any court or governmental authority is pending or (as far as the Customer is aware) has been threatened against it or any of its assets;

(m)

no event or circumstance has occurred, or is continuing, in the last 180 days which might have a material adverse effect on the Customer’s business or financial condition;

(n)

all acts, conditions and things required to be done, fulfilled and performed in order to make the Facility Documents admissible in evidence have been or will be done, fulfilled and performed;

(o)

each of its employees, staff, directors, agents or any other person who has access to any electronic dealing platform provided by the Bank to the Customer has the authority, capacity and power to agree to such terms and conditions, pricing and any other obligations relevant to such transaction and to bind the Customer accordingly, whether agreed orally, electronically, online or in writing;

(p)

the information supplied to the Bank in connection with the Facility Documents is true, complete and accurate in all material respects and the Customer is not aware of any facts or circumstances that have not been disclosed to the Bank and which might, if disclosed, adversely affect the decision of a person considering whether or not to provide the Customer with finance; and

(q)

neither it, nor any of its affiliates, any of its or its affiliates’ director or officer, or any employee, agent, is an individual or entity (“Person”) that is, or is owned or controlled by Persons that are, (i) the target/subject of any sanctions administered or enforced by the United States Department of the Treasury’s Office of Foreign Assets Control, the United States Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or the United Arab Emirates (collectively, “Sanctions”), or (ii) located , organised or resident in a country or territory that is, or whose government is, the target/subject of Sanctions, including the Crimea region, Cuba, Iran, North Korea and Syria, other than to the extent that such representation/warranty would result in a violation of Council Regulation (EC) No 2271/96, as amended.

4.2	The representations and warranties in clause 4.1 will be deemed to be repeated every day (i) during the Availability Period, (ii) when any amounts under any Facility remain outstanding and (iii) on the date of any Drawdown.

4.3	The Customer shall notify the Bank if at any time any representation or warranty in the Facility Documents (including those in clause 4.1 above) ceases to be correct.

5	Undertakings

5.1	Other than in the ordinary course of trading and on arms’ length terms, the Customer shall not:

(a)

enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset;

(b)

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(c)

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts;

(d)

give any guarantee or indemnity to, or for the benefit of, any person or otherwise assume any liability, actual or contingent, in respect of any obligation of any person; or

(e)

enter into any other preferential arrangement having a similar effect regardless of whether or not the arrangement or transaction is entered into primarily as a method of raising Indebtedness or of financing the acquisition of an asset.

5.2

The Customer shall maintain insurance on and in relation to its business and assets with such reputable underwriters or insurance companies (as agreed with the Bank (acting reasonably)) against such risks and to such extent as is usual for companies carrying on a business the same as or similar to that of the Customer. The Bank shall have the right to renew any of the Customer’s insurance policies on its own accord (and at the Customer’s cost and expense) if the renewed insurance policy is not submitted to the Bank one week before the expiry date of the existing insurance policy.

5.3	The Customer shall:

(a)

conduct its businesses in compliance with the applicable ABC Laws;

(b)

maintain policies and procedures designed to promote and achieve compliance with ABC Laws; and

(c)

not directly or indirectly, use the proceeds of any Drawdown, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other person, (i) to fund any activities or business of or with any person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, (ii) in any other manner that would result in a violation of Sanctions by any person (including any person participating in the Drawdown, whether as underwriter, advisor, investor or otherwise), other than to the extent that such undertaking would conflict with Council Regulation (EC) No 2271/96, as amended; or (iii) for any purpose which would breach ABC Laws.

5.4	The Customer shall comply with its obligations described:

(a)

in respect of all Facilities, in the section “Further Conditions” in the Facility Offer Letter; and

(b)

in respect of each Facility, in the section “Conditions” for such Facility in the Facility Offer Letter.

6

Payments

6.1	The Reference Rate on any Drawdown is:

(a)

for Trade Finance Facilities, the percentage rate per annum determined by applying the relevant Reference Rate for a tenor to be determined as follows:

(i)

EIBOR Facilities

(ii)

EURIBOR Facilities

(iii)

Term SONIA Rate Facilities

(iv)

Term SOFR Reference Rate Facilities

(v)

TIBOR Facilities

(b)

for any other Facilities (including Term Loan Facilities, Revolving Loan Facilities or Trade Finance Facilities other than those set out above), the Reference Rate stipulated for the relevant Facility in the Facility Offer Letter.

6.2

All payments required to be made under the Facility Documents shall be made by the Customer in the Facility Currency on their respective due dates (or, if any such due date is not a Business Day, on the following Business Day, in which case any interest amount due on such date may be adjusted accordingly).

6.3

The Customer hereby (i) authorises the Bank to satisfy any payment obligation (including any amount of principal, interest, default interest, costs and expenses, and fees) when such amounts are due and payable under the Facility Documents by deducting such amounts from any Account and transferring such amounts to the Bank, provided that the Customer shall remain liable in respect of any such payment obligation until that obligation is discharged in full; (ii) acknowledges that any such deduction may entail the payment by the Customer of overdraft interest at the Informal Overdraft Rate (as defined in the Tariff of Charges).

6.4

Unless otherwise stated, all amounts payable pursuant to the Facility Documents are stated exclusive of value added, sales, use, goods and services, business, stamp or any similar Taxes that may be applicable. All such Taxes will be applied in accordance with applicable legislation and the Bank will issue valid invoices or other documents as appropriate.

6.5

The Customer shall make all payments to be made by it without any set-off, counterclaim, retention, deduction or withholding, unless such retention, deduction or withholding is required by law. If any retention, deduction or withholding is required by law (including on account of any Tax), the Customer must:

(a)

increase the sum payable so that, after making the minimum retention deduction or withholding required, the Bank will receive and be entitled to retain a net sum at least equal to the sum that the Bank would have received had that retention, deduction or withholding not been made;

(b)

within 30 days of such payment, forward to the Bank the confirmation in writing from the relevant Tax Authority evidencing receipt by the relevant Tax Authority of that retention, deduction or withholding; and

(c)

pay to the Bank, promptly upon demand, an amount equal to the loss, liability or cost which the Bank determines will be or has been (directly or indirectly) suffered for or on account of Tax by the Bank in respect of the Facility Documents.

6.6	The value of any uncleared items standing to the credit of any Account shall not be used in the calculation of the outstanding amounts under the Aggregate Limit or applicable Credit Limit.

6.7	The payment obligations set out in the Facility Documents, or any related agreement, are in addition to any other guarantee, indemnity, assurance, pledge, lien, bill, note, mortgage, charge, debenture, or other Security, right, power or remedy now or hereafter held by, or available to, the Bank.

7	Severability

8

Set-Off

8.1

In addition to any right of set-off to which the Bank may be entitled by Law, the Bank may set-off any matured obligation due from the Customer under the Facility Documents against any matured obligation owed by the Bank (or any member of the HSBC Group) to the Customer (including, any credit balances on any Account or any account of the Customer with any member of the HSBC Group, including any deposit account), regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Bank may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

8.2	The Customer agrees and confirms that the Bank (or any member of the HSBC Group) may realise as it sees fit any and all securities held by the Bank (or any member of the HSBC Group) on behalf of the Customer to exercise the Bank’s rights pursuant to clause 8.1 above.

9

Security

9.1	The performance by the Customer of each of its obligations (whether actual or contingent) pursuant to the Facility Documents shall be secured by the Security granted pursuant to the Security Agreement(s), if any.

9.2	The Bank may request that the Customer places or maintains cash deposits with the Bank to cover any contingent or unmatured liability of the Customer to the Bank.

9.3	The Customer shall, at its own expense, promptly take any action and execute any further documents which the Bank may require, at any time prior to the repayment and discharge of all obligations owing in respect of the Facility Documents, in order:

(a)

to perfect the Security created or intended to be created under or evidenced by the Security Agreements (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Security granted under the Security Agreements) or for the exercise of any rights, powers and remedies of the Bank provided by or pursuant to the Facility Documents and the Security Agreements or by Law;

(b)

to confer on the Bank, Security over any property and assets of the Customer located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Security Agreements; and

(c)

to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security pursuant to the relevant Security Agreement.

10

Review

10.1	Each Facility (including the applicable Credit Limit and Sub-Limits), is subject to a Review on the Review Date.

10.2	If, as a result of any Review, the Bank proposes that any amendments should be made to the Facility Documents, such amendments will be confirmed in the amendment documentation which will be provided by the Bank to the Customer (and the Customer shall provide any documents and evidence required).

10.3	If the amendment documentation referred to in clause 10.2 above provides for a Review Fee, the Customer shall pay to the Bank the relevant Review Fee on-demand upon issuance of the amendment documentation.

10.4	If the Bank and the Customer cannot agree on the amendment documentation within 25 Business Days of the delivery of the proposed amendment documentation by the Bank to the Customer:

(a)

the Bank shall be entitled to cancel all or part of the Facilities whereupon all amounts outstanding under the affected Facilities shall be immediately due and payable; and

(b)

the Customer shall place cash deposits with the Bank on such terms and in such accounts as the Bank may require to cover any contingent or unmatured liability of the Customer to the Bank in respect of any Contingent Facility.

11	Fees, Costs and Expenses

11.1	The Customer shall, promptly on demand, pay to the Bank the amount of all costs, fees and expenses reasonably incurred by the Bank in connection with:

(a)

the negotiation, preparation and execution of the Facility Documents; and

(b)

any amendment to, waiver of or consent in respect of the Facility Documents.

11.2

The Customer shall, promptly on demand, pay to the Bank the amount of all costs, fees and expenses incurred by the Bank in connection with the preservation of or enforcement of the Bank’s rights under the Facility Documents or any related agreement and any proceedings instituted by or against the Bank as a consequence of taking or holding the Security pursuant to the Security Agreements or enforcing these rights including, but not limited to, legal costs (on a full indemnity basis), Taxes and all out-of-pocket expenses of the Bank in connection with the Facility Documents.

11.3	The Customer shall indemnify and hold the Bank harmless from and against all damages, loss, cost and liability incurred by the Bank in connection with the Bank having provided the Facilities.

11.4	Any amount (other than principal) payable by the Customer to the Bank pursuant to the Facility Documents shall be added to the principal amount outstanding under the Facility Documents.

11.5	The Customer shall pay to the Bank each fee referred to in the Facility Documents at the times and in the amount referred to in the Facility Documents.

11.6

The Customer further acknowledges and agrees that, if a Facility is prepaid (in full or in part) prior to its scheduled due date for repayment, the Bank will be entitled to charge the Customer the applicable Break Costs. The Customer shall pay any applicable Break Costs on-demand upon request of the Bank.

12	Currency Indemnity and Facility Currency

12.1	If any sum due from the Customer has to be converted from the currency (the “first currency”) in which such sum is payable into another currency (the “second currency”) for the purpose of:

(a)

making or filing a claim or proof against the Customer; or

(b)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, the Customer shall, as an independent obligation, within 3 Business Days of demand, indemnify the Bank against any cost, loss or liability relating to the conversion.

12.2	If the Customer requests any Drawdown under a Facility in an Alternative Currency, the Bank may, but shall be under no obligation to, provide such Drawdown.

12.3	If, due to a FX fluctuation (as calculated by the Bank based upon exchange rates determined in the Bank’s sole and absolute discretion) the amount outstanding under a Facility when converted into the Facility Currency exceeds the Aggregate Limit, Credit Limit or any Sub-Limit, the Customer shall:

(a)

immediately prepay the Facilities by an amount necessary to reduce the amounts outstanding under such Facility below the relevant limit; or

(b)

if agreed by the Bank, provide new Security or additional collateral under an existing Security Agreement, in either case, in form and substance satisfactory to the Bank within 5 Business Days of breach of the relevant limit.

13	Changes in Circumstances

13.1	If it becomes unlawful for the Bank or any member of the HSBC Group to perform any of its obligations as contemplated by the Facility Documents or to fund, issue or maintain any Drawdown, then the Facilities shall be immediately cancelled, and the Customer shall, on demand:

(a)

immediately repay all amounts outstanding under the Facility Documents (including any accrued interest); and

(b)

place cash deposits with the Bank on such terms and in such accounts as the Bank may require to cover any contingent or unmatured liability of the Customer to the Bank in respect of any Contingent Facility.

13.2	If, as a result of:

(a)

the introduction of or any change in (or in the interpretation, administration or application of) any Law including regulations relating to capital adequacy requirements (whether such interpretation, administration or application is by a government or regulator or the Bank) including: (i) any change in the credit rating (however determined) of the Customer; (ii) any change in the treatment, for capital adequacy purposes, of any applicable credit risk mitigants, including any change in any applicable loan to value ratio and any change in any Law affecting the enforceability of any applicable Security or other contractual arrangements; (iii) any voluntary change by the Bank from the standardised approach to the foundation internal ratings based (“IRB”) approach or from the foundation IRB approach to the advanced IRB approach or any mandatory change made by the Bank to any such approach at the request of a regulator; (iv) any voluntary change by the Bank to the methodology used by it in applying the foundation IRB approach or the advanced IRB approach or any mandatory change made by the Bank to that methodology at the request of a regulator or any other change in the credit risk rating approach of the Bank in either case giving rise to an adjustment; or (v) any operational risk charge; or

(b)

compliance with any Law made after the date of the Facility Documents, there is:

i.

a reduction in the rate of return from a Facility or of the Bank’s or any of the HSBC Group’s overall capital;

ii.

an additional or increased cost for advancing, maintaining or funding any of the Facilities; or

iii.

a reduction of any amount due and payable under the Facility Documents, the Customer shall, on demand, pay to the Bank an amount such that the Bank receives the rate of return on such Facility that it would have received but for the occurrence of any of the above.

13.3	Any amount payable by the Customer pursuant to clause 13.2 above is deemed to be a reimbursement of costs and shall not be treated as a payment of interest.

13.4	The Bank shall deliver to the Customer a certificate as to the amounts of any costs referred to in clause 13.2 and such certificate shall be conclusive evidence of such costs.

13.5	Nothing in the Facility Documents requires or will be deemed to require that the Bank discloses any information relating to the manner in which the Bank employs its capital or arranges its internal financial affairs.

14	Force Majeure

15

No Waiver

16	Joint and Several Liability

(a)

the liability of each such person shall be joint and several and every agreement and undertaking therein shall be construed accordingly; and

(b)

the liability of any one such person thereunder to the Bank shall not be discharged or affected in any way by i) reason of the invalidity, voidability or unenforceability in respect of any other such person being a party to the Facility Documents or, any other Security which the Bank may hold in relation to the liabilities of the Customer hereunder or any part thereof; or, ii) the Bank’s releasing, discharging, compounding with or varying the liability hereunder of or, making any other arrangement with, any other such person.

17	Benefit of Agreement

18	Assignment

18.1	The Customer may not assign any of its rights or transfer any of its rights or obligations under the Facility Documents without the prior written consent of the Bank.

18.2	The Bank may assign any of its rights or transfer any of its rights and obligations under the Facility Documents to:

(a)

another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets; or

(b)

its successor following a merger, consolidation or disposal of all or substantially all of its share capital or assets or the business to which the Facility Documents relate;

(c)

any member of the HSBC Group; or

(d)

any other person with the Customer’s prior consent (which shall be deemed to be granted if not expressly refused within 5 Business Days from the request of the Bank).

19	Limitation Periods

20	Communications

20.1

The Bank shall be entitled to rely on any instructions, correspondence or other communications, which it reasonably believes to be from any authorised person representing the Customer, and the Customer agrees to indemnify on demand the Bank against any damages, loss, cost or liability suffered by any person arising out of or in connection with the Bank acting in reliance on any such instructions or communication.

20.2	Any communication to be made under or in connection with the Facility Documents shall be made in writing, and unless otherwise stated, may be made by letter or SWIFT message.

20.3

The address and SWIFT address (and the department or officer, if any, for whose attention the communication is to be made) for any communication or document to be made or delivered under or in connection with the Facility Documents is that identified in respect of each of the Bank and the Customer in the Facility Offer Letter or any substitute address, SWIFT address or department or officer that the Bank or the Customer may notify to the other by not less than 5 Business Days’ notice.

20.4	Any communication or document made or delivered by the Bank to the Customer shall be deemed to have been made or delivered when:

(a)

in the case of any communication made by SWIFT message, despatched;

(b)

in the case of any communication made by letter and delivered by hand, left at the address of the Customer; and

(c)

in the case of any communication made by letter and delivered by first class courier within five (5) Business Days after being deposited with the first class courier, in an envelope addressed to the Customer at that address.

20.5	Any communication or document made or delivered by the Customer to the Bank shall be deemed to have been made or delivered when actually received by the applicable department or officer of the Bank.

21	Amendments and Termination

21.1	Subject to clauses 21.2 and 21.3 below and other than to the extent permitted by another term of the Facility Documents, no term of the Facility Documents may be amended or waived without the prior written consent of both the Bank and the Customer.

21.2	The Customer agrees with the Bank and acknowledges that the Bank may modify or rescind these Terms and Conditions so long as any modifications are posted on the Website prior to such changes taking effect.

21.3	The Bank may unilaterally amend or waive any provision of the Facility Documents to the extent that such amendment or waiver is required pursuant to applicable Law or any regulation or directive from an Authority.

21.4

The Customer and the Bank hereby agree that, unless otherwise indicated in a Facility Document with regard to one or more Facilities, the Bank may revoke the Facilities and the Facility Documents (or any parts thereof) without the need of a court order. Further, the Customer hereby expressly waives any right to be served notice from the Bank in the event of termination in accordance with these Terms and Conditions.

(a)

On or after the occurrence of a Benchmark Transition Event, the Bank may amend the Facility Documents to replace the then current Reference Rate with a Benchmark Replacement. Any such amendment will become effective on the Effective Date without any further action or consent of the Customer, provided that the Bank has not received written notice of objection to such amendment from the Customer by 5:00 p.m. in the Country on the tenth Business Day after the Bank has provided such amendment to the Customer.

(b)

If the Bank receives written notice of objection in accordance with paragraph (a), the Customer and the Bank shall promptly enter into negotiations in good faith with a view to agreeing the amendments to the Facility Documents to replace the existing Reference Rate with a Benchmark Replacement as soon as reasonably practicable after the Bank has received written notice of objection and in any event within 30 Business Days from the start of such negotiations. Any such amendments will become effective on such date as agreed between the Bank and the Customer as the Effective Date.

(c)

In connection with the implementation of a Benchmark Replacement, the Bank will have the right to make any consequential changes that the Bank determines are appropriate to reflect the adoption, implementation and administration of such Benchmark Replacement from time to time and any changes to include fallbacks in the event the Benchmark Replacement is not available. Any amendments implementing such changes will become effective after the Bank has provided such amendment to the Customer without the need for any further action or consent of the Customer.

(d)

The Bank will notify the Customer if it proposes to exercise its rights under paragraph (a) above. Any determination, decision or election that may be made by the Bank pursuant to this Clause 21 will be conclusive and binding absent manifest error and may be made in the Bank’s sole discretion.

(e)

The Customer shall, at the request of the Bank, take such action as is available to it for the purpose of authorising or giving effect to the amendments effected or to be effected pursuant to this Clause 21 and, if any security or guarantee has been granted in respect of the Facility Documents, to ensure the perfection, protection or maintenance of any such security or guarantee.

(f)

This Clause 21 shall apply notwithstanding any other provision of the Facility Documents.

(g)

In this Clause 21:

a.

an official public statement which states that the Reference Rate for any Quoted Tenor has ceased or will cease to be published permanently or indefinitely;

b.

a public statement by the regulatory supervisor for the administrator of the Reference Rate announcing that the Reference Rate for any Quoted Tenor is no longer representative or from a certain date in the future will no longer be representative; or

c.

an election is made by the Bank following a determination by it that at least five currently outstanding syndicated or bilateral credit facilities denominated in a relevant currency at such time contain as a benchmark interest rate, in lieu of the Reference Rate in respect of that currency, a new benchmark interest rate to replace the Reference Rate;

d.

the administrator of the Reference Rate or its supervisor publicly announces that such administrator is insolvent or information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of the Reference Rate is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide the Reference Rate for any Quoted Tenor;

e.

the administrator of the Reference Rate or its supervisor publicly announcing that the Reference Rate for any Quoted Tenor may no longer be used.

a.

the Reference Rate for that Drawdown for that Interest Period shall continue to be the then current Reference Rate for that Drawdown for that Interest Period; and

22	Examination of Statements of Account

22.1	In any litigation or arbitration proceedings arising out of or in connection with the Facility Documents, the entries made in the accounts maintained by the Bank are prima facie evidence of the matters to which they relate.

22.2	Any certification or determination by the Bank of a rate or amount under the Facility Documents is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

22.3	Any interest, commission or fee accruing under the Facility Documents will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

23	Material Interests

23.1	The Customer acknowledges and accepts that:

a.

the Bank is part of a worldwide financial services operation, the HSBC Group, different parts of which conduct many different financial, banking, securities and other activities, whether as principal or for clients outside the HSBC Group;

b.

other parts or members of the HSBC Group or any of the other divisions or teams within the Bank and the HSBC Group may have interests or duties which conflict with the Customer’s interests and which would or might otherwise conflict with the duties owed by the Bank to the Customer;

c.

the Bank’s agreement to provide facilities or services to the Customer does not require any other member of the HSBC Group or any of the other divisions or teams within the Bank and the HSBC Group to restrict its activities in any way nor to provide the Customer or the Bank nor the division or team advising the Customer with any information whatsoever about, or derived from, those activities, nor, in most cases, does it create any obligation to advise the Customer of any conflict of interest which exists or may arise;

d.

in acting for the Customer, the Bank will not be required to disclose to the Customer, nor to make use for the Customers benefit of, any information known to the Bank or any individual acting on the Bank’s behalf which (a) belongs to or is confidential to another client or (b) belongs to or is confidential to any of the

a.

although some directors and employees of the HSBC Group are members of the Bank’s board of directors and/or are involved in the Bank’s management structure or prudential controls, they are bound by equivalent duties of confidentiality and so do not make available to the Bank any Confidential Information derived from their other activities in the HSBC Group; and

b.

subject to relevant Laws, the Bank reserves the right to deal with or otherwise engage the services of the HSBC Group, and the Bank (and other members of the HSBC Group) will, without liability to account, remain entitled to retain any benefit resulting from such engagement or provision of service of any kind.

23.2	Nothing in the Facility Documents is or shall be deemed to be an obligation of the Bank to act in any circumstance where there is risk of damage to the interests of any client.

24	Financial Crime Risk Management Activity

24.1	HSBC and members of the HSBC Group are required and may take any action they consider appropriate in their sole and absolute discretion to meet Compliance Obligations in connection with the detection, investigation and prevention of Financial Crime (“Financial Crime Risk Management Activity”).

24.2

Such action may include, but is not limited to: (a) screening, intercepting and investigating any instruction, communication, Drawdown request, application for Services, or any payment sent to or by the Customer, or on its behalf, (b) investigating the source of or intended recipient of funds, (c) combining Customer Information with other related information in the possession of the HSBC Group, and/or (d) making further enquiries as to the status of a person or entity, whether they are subject to a sanctions regime, or confirming a Customer’s identity and status.

24.3

To the extent permissible by Law, neither the Bank, nor any other member of HSBC Group shall be liable to the Customer or any third party in respect of any Loss whether incurred by the Customer or a third party in connection with the delaying, blocking, or refusing of any payment, or the provision of all or part of the Services, or otherwise as a result of Financial Crime Risk Management Activity.

24.4	The Bank may and the Customer authorises it to:

a.

make inquiries of any bank, financial institution or credit reference bureau in the Country to confirm any information provided by the applicant and acknowledges that any such inquiry may impact the Customer’s credit reference score under the terms of the credit reference bureau;

b.

seek information from any bank, financial institution or credit reference bureau when assessing the client at any time during the existence of the applicant’s account;

c.

disclose to any relevant credit reference bureau information relating to the applicant’s account maintained at the Bank.

25	Confidentiality

26	Governing Law and Jurisdiction

26.1	These Terms and Conditions and the Facility Offer Letter shall be governed by and construed in accordance with the laws of the Emirate of Dubai and the Federal laws of the United Arab Emirates as applied in the Emirate of Dubai.

26.2	The courts of Dubai (excluding the Dubai International Financial Centre) shall have exclusive jurisdiction to determine any Dispute. The Customer agrees that the courts of Dubai are the most appropriate and convenient courts to determine any Dispute and shall not argue to the contrary.

26.3

Notwithstanding the above, and for the sole benefit of the Bank, the Customer agrees and confirms that the Bank shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction and to the extent allowed by law, the Bank may take concurrent proceedings in any number of jurisdictions.

26.4	While these Terms and Conditions are provided in both English and Arabic language versions (and should these Terms and Conditions be translated into any other language for any reason) in cases of discrepancy the Arabic language version provided by the Bank will prevail.