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T5 TERMS AND CONDITIONS 1. We shall repay you on demand the amount of the Loan together with all interest thereon (at your applicable rate or rates) and all costs, charges and expenses in connection therewith. Subject to the aforesaid, interest shall be payable by us monthly in advance or in arrears at your sole discretion. Without prejudice to the foregoing, we shall repay you forthwith on demand the Loan together with all interests, costs charges and expenses in connection therewith should we fail to tender the compliant documents for drawing of the Credit or Purchase Order or if the relative documents presented by us under the Credit or Purchase Order are dishonoured and/or unpaid due to whatsoever reason. In case of partial shipment or drawings under the Credit or the PO or the value of goods at any time falling below the amount of the Loan, we shall immediately notify you and repay the Loan to you without your demanding it. 2. We warrant and undertake: (i) to produce and ship the goods to the buyer(s) in accordance with the Credit or the PO (as the case may be) and while the goods are in our possession, to keep the goods concerned apart from all other goods and that the documents, the goods and any proceeds thereof shall be held by us on trust for you and be kept separate and distinct from any other documents, goods or proceeds relating to or arising from any other transaction and to obtain no loan from any other bank on the same so long as we are indebted to you; that the aforesaid goods shall also be a continuing security to you for the payment on demand of all other moneys which are now or shall at any time be due to you by us either alone or jointly with any person or persons, whether on any account or for money advanced or paid or in respect of bills, drafts, or notes made, endorsed, accepted, paid or discounted, interest, commission or other usual charges or otherwise in any manner whatsoever, together with all costs and expenses; Citibank is authorized at its option at any time and with or without notice, to transfer to or register in the name of any of its nominees all or part of such goods; (ii) to keep the aforesaid goods insured at our expense for their full value plus ten percent against all risks and to deliver the policy or policies of such insurance duly endorsed or held to your order as you may require and you shall at all times have a lien on the same and the insurance proceeds until repayment of the Loan and payment of all interests and other moneys owing by us; and (iii) that the Credit or the PO (as the case may be) are genuine and valid documents, which have not been varied or otherwise subject to any conditions which have not been disclosed to you. 3. In relation to any Credit, we undertake (i) to place the Credit together with amendment(s) if any in your custody and not accept any future amendment to or cancellation of the Credit without your prior written consent; and (ii) to deliver to you all relevant documents in compliance with the Credit for negotiation/payment as soon as available and prior to the expiry date thereof. We hereby authorize you to deduct from the proceeds of such negotiation/payment the amount of the Loan plus all interests, costs, charges and expenses connected therewith. Version: December 2015 4. In relation to any PO, we undertake (i) to present the relevant documents to the buyer(s) for payment upon shipment of goods under the PO; (ii) to present our application with relevant documents to you for your financing of the receivables under such PO after the shipment; and (iii) to apply the proceeds of the financing of the receivables to repay the Loan plus all interests, costs, charges and expenses connected therewith. 5. We shall inform you immediately if and when we receive a letter of credit for the payment of the relevant PO subsequent to our making this Application. We undertake to present our application to you for a new loan based on the relevant PO and the letter of credit and apply the proceeds of such new loan to repay the Loan plus all interests, costs, charges and expenses connected therewith. 6. We acknowledge and agree that the Loan is an uncommitted credit facility repayable on demand. Any due date or tenor that you may apply at your discretion to the Loan, whether or not communicated to us, is for your administration convenience only and will not affect our obligation to repay the Loan to you on your demand. Unless expressly waived by you, this provision will override any conflicting provisions in other documentation relating to the Loan. 7. We shall fully indemnify you and keep you indemnified from and against all losses, claims, demands, liabilities, damages or other consequences that may arise from or in connection with your making the Loan or your doing anything pursuant to the provisions thereof. 8. We acknowledge that Citibank and its affiliates offer a wide range of financial services, including trade-processing services on behalf of financial institutions and customers. The services of Citibank and its affiliates are provided internationally to a wide range of customers, some of whom may be our counterparties or competitors. We acknowledge and accept that Citibank and its affiliates may perform more than one role in relation to the transaction under this Application. 9. Citibank will treat information relating to us as confidential, but (unless consent is prohibited by law) we consent to the transfer and disclosure by Citibank of any information relating to us to and between the branches, subsidiaries, representative offices, affiliates and agents of Citibank and third parties selected by any of them, wherever situated, for confidential use (including in connection with the provision under this Application and for data processing, statistical and risk analysis purposes). Citibank and any branch, subsidiary, representative office, affiliate, agent or third party may transfer and disclose any such information as required by any law, court, regulator and legal process. 10. We will accept the risks inherent in any mode of communication of instructions agreed between us whether by fax, telephone or other electronic messaging system, including but not limited to the risk of miscommunication, forgery, impersonation or fraud. You may rely and act on any instruction or communication which in good faith you believe to have been given by us or our authorized person(s). If Organised under the laws of U.S.A. with limited liability Page 1 of 3 T5 inconsistent, overlapping or unclear instructions are given, you may at your discretion act on all, some or none of those instructions. We will be responsible for any loss you may incur in connection with any instruction or communication given pursuant to this Application provided that you have acted in good faith. We agree to the electronic recording of our telephone calls with you which may be used as evidence by you in any dispute between us. The telephone recordings are your property. 11. We acknowledge and agree that some services, operational and processing procedures relating to the transactions/services hereunder may from time to time be outsourced by Citibank to its regional or global processing centers, branches, subsidiaries, representative offices, affiliates, agents of Citibank and third parties selected by any of them, wherever situated, and these service providers may from time to time be given access to information and data relating to the transactions/services hereunder for the purpose of or in relation to the services and procedures they perform. 12. If we fail to make any payment to you when it becomes due in accordance with the terms and conditions of this Application, you may at any time and from time to time at your discretion and without prior notice to us debit any of our accounts with you or any of your wholly-owned subsidiaries (wherever situated) in or towards settlement of such overdue amounts. 13. Any provision of this Application which is prohibited or unenforceable in any applicable jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Agreement. 14. This Application may be executed by fax and in any number of counterparts, all of which taken together shall constitute one and the same agreement. 15. We may not assign any of our rights or transfer any of our obligations under this Application without your prior written consent. You may at any time assign or transfer by novation any of, or any interest in, your rights and/or obligations under this Application to any person and you may disclose to any person with whom you are proposing to enter, or have entered into, any kind of assignment, transfer, participation or other agreement in relation to this Application a copy of this Application and any information which you have acquired under or in connection with this Application. 16. We acknowledge that this Application is entered into for private commercial purposes and we irrevocably waive, with respect to ourselves and our revenue and assets, all immunity on the grounds of sovereignty or similar grounds in respect of our obligations hereunder which we may now have or later acquire. 17. This Application constitutes the entire obligation of the parties hereto and supersedes any previous expressions of intent or understandings in respect of the subject matter of this Application. In case of conflict between this Application and the Advance Agreement/General Letter of Hypothecation/ Set Off or Citibank General Customer Agreement (as applicable), the terms of this Application shall prevail. 18. This Application shall be governed and construed in all accordance with Hong Kong law and we irrevocably submit to the non-exclusive jurisdiction of the Hong Kong courts. Nothing in this document or any other agreement, document or instrument or arrangement, whether expressed or implied, is intended to, or will, confer on any person any benefit or any right to enforce any term which such person would not have but for the Contracts (Rights of Third Parties) Ordinance (Cap.623 of the Laws of Hong Kong). Glossary: Definition of the ‘Connected Parties”: * “Connected Party” in relation to a company means: (a) a Subsidiary of that company; or (b) a Holding Company of that company; or (c) any other Subsidiary of that Holding Company; or (d) any other company directly or indirectly controlled by the Substantial Shareholder of that company. “Holding Company” in relation to a company, means any other company in respect of which it is a Subsidiary. “Substantial Shareholder” in relation to a company, means a person (a) who controls, directly or indirectly, the company; or (b) beneficially own, directly or indirectly, 30% or more of the issued share capital of the company. “Subsidiary” in relation to any company, means a company (a) which is controlled, directly or indirectly, by the first mentioned company or corporation; or (b) more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company. And for this purpose, a company shall be treated as being controlled by another if that other company is able to direct its affairs and/or to control the composition of its board of directors or equivalent body. Version: December 2015 Organised under the laws of U.S.A. with limited liability Page 2 of 3 T5 PACKING LOAN APPLICATION Date: To: Citibank, N.A., Hong Kong Branch (Please complete in English block letters) We hereby request you to grant us a loan as mentioned below (hereinafter called "the Loan"), subject to the terms and conditions of the Advance Agreement/General Letter of Hypothecation/Set-Off or Citibank General Customer Agreement (as applicable) and the Letter of Credit (hereinafter called "the Credit") or the Purchase Order (hereinafter called “PO”) described below. In consideration of your granting the loan to us, we hereby irrevocably and unconditionally agree and undertake with you as per the terms & conditions stated overleaf. 1. APPLICANT DETAILS Name of Applicant Contact Person Telephone 2. LOAN AMOUNT AND PARTICULARS Packing Loan Amount (in figures) Amount in Words L/C or PO No. L/C or PO Amount Issuing Bank or Name of Buyer Goods Description 3. PROCEEDS DISPOSAL Credit the proceeds of the Loan to our account with you under advice to us. Account No. Apply the proceeds of the Loan to repay the relevant loan booked under advice to us. Your Reference No. We declare that the applicant / buyer of the transaction as indicated in this Application is NOT a Connected Party unless otherwise marked below: It is expressly agreed that this application shall be subject in all respects to the terms and conditions attached hereto. Connected Party: Yes For definition of the ‘Connected Parties’, please refer the “Glossary” of the back page. Version: December 2015 x_____________________________________ Applicant Signature(s) (Please use signature(s)/chop(s) filed with Citibank) Organised under the laws of U.S.A. with limited liability S.V. Page 3 of 3