Exhibit 10.38


 





	
        Facility
        Letter (Uncommitted)

        (India)





 


Date: 28th August 2015


Our Ref: 10420326


 


CONFIDENTIAL


Majesco Software and Solutions India Private Limited


CIN: U72900GJ2014PTC081103


805, President House, Nr. Ambawadi Circle,


Gujarat – 380 015


 


Attention: Nishant Shirke


 


Dear Sirs,


 


We, Standard Chartered Bank incorporated
in England with limited liability by Royal Charter 1853 Reference Number ZC18 having its Principal Office in England at 1 Basinghall
Avenue, London, EC2V 5DD acting through its Branch office inter-alia in India at Standard Chartered Bank, Abhijeet II, Ground
Floor, Near Mithakali Six Roads Ahmedabad 380 006 (the “Bank”) are pleased to offer you the facilities (the
“Facilities”) subject to the terms and conditions set out in this facility letter (the “Facility Letter”),
the Master Credit Terms (Uncommitted) (the “Agreement”).


 


Subject to our right in our absolute discretion to accept the
Facility Letter on a later date, the Facility Letter will lapse by close of business on the date falling 30 Banking Days after
the date of the Facility Letter.


 


	for and on behalf of	 	for and on behalf of
	Standard Chartered Bank	 	Standard Chartered Bank
	Abhijeet II, Ground Floor, Near Mithakali Six	 	Abhijeet II, Ground Floor, Near Mithakali Six
	Roads Ahmedabad 380 006	 	Roads Ahmedabad 380 006
	 	 	 
	/s/ Anand Hurkat	 	 
	Name: Anand Hurkat	 	Name: Karan Maroo
	Title: Relationship Manager	 	Title: Credit Analyst
	Corporate & Institutional Clients/ Commercial Clients	 	Corporate & Institutional Clients/ Commercial Clients


 





 




    	Page 1 of 9



     


    

 





	Facility
    Letter (Uncommitted) – India	


 





We accept your offer to make available to us each Facility described
in the Agreement and agree to be bound by the terms of the Agreement.


 





 


for and on behalf of


Majesco Software and Solutions India Private
Limited


 


	 	/s/ UMAKANT DAS	 
	 	 	 
	Name:	UMAKANT DAS	 
	 	 	 
	Title:	Manager - Finance	 
	 	 	 
	Date:	 	 


 





 


	Pursuant to the Resolution of its Board of Directors	)	
	passed in their meeting held on.................., the Common	)
	Seal of Majesco Software and Solutions India Private Limited	 
	has been affixed in the presence of	)
	 	)
	 	)
	Director/s of the Majesco Software and Solutions India Private	 
	Limited, who has/have in	)
	token thereof signed this Facility Letter	)


 


Place:


Date:


 





 


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	Facility
    Letter (Uncommitted) – India	


 




		1.	Borrower(s)



 


		1.1	The entities listed in column (1) of the table below will be referred to as the “Borrowers” and each a “Borrower”.



 


		1.2	Each Borrower will enter or accede to the Agreement.



 


	
        (1)

         

        Name of company and company / registration

        number
	
        (2)

         

        Jurisdiction of incorporation
	
        (3)

         

        Registered 
        address

	
        Majesco Software and Solutions India Private Limited

        CIN: U72900GJ2014PTC081103
	India	
        805, President House,

        NR. Ambawadi Circle,

        Ahmedabad, Gujarat 380015



 


		2.	Facilities



 


		2.1	General Banking Facilities



 


		(a)	Designated Facility Limits and Designated Sub-limits



 


	
        (1)

         

        Type(s) of Facility
	
        (2)

         

        Facility Limit(s)
	
        (3)

         

        Borrower(s) and Sub-limit(s) if applicable

	1. Pre-shipment Financing Under Export Orders Facility	
         

        INR 50,000,000/-

         

        Limit Type: Outer

         
	Majesco Software and Solutions India Private Limited
	1a. Overdraft Facility	
         

        (INR 50,000,000/-)

         

        Limit Type: Inner

         
	Majesco Software and Solutions India Private Limited
	1b. Overdraft Facility	
         

        (INR 10,000,000/-)

         

        Limit Type: Inner

         
	Majesco Software and Solutions India Private Limited
	1c. Bond & Guarantees Facility	
         

        (INR 50,000,000/-)

         

        Limit Type: Inner

         
	Majesco Software and Solutions India Private Limited
	Total Facility Limits	
         

        INR 50,000,000/-

         
	Majesco Software and Solutions India Private Limited


 


		(b)	Designated
                                         Combined Facility Limits



 


	Type(s) of Facility	Designated Combined Facility Limit
	Combined Facility 1 and Sub Limits	INR 50,000,000/-


 


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	Facility
    Letter (Uncommitted) – India	


 




		3.	Pricing and Conditions



 


Any reference to a Borrower under this section is
a reference to each Borrower of the relevant Facility specified in Clause 2 (Facilities) of the Facility Letter


 











	Type(s) of Facility	Terms and conditions
	1. Pre-shipment Financing Under Export Orders Facility	Currency: INR 
	Purpose:	Pre shipment finance can be granted against purchase of trade related merchandise upto 100% of FOB value of exports /deemed exports.
	 	Multicurrency funding allowed under this facility.
	 	Min 100 bps. Not to exceed ceilings as prescribed by RBI from time to time
	Tenor: Maximum up to 60 days
	Interest: (for Facility drawn down in Indian rupees): Base Rate + Margin
	Interest: (for Facility drawn down in currency other than Indian rupees): Margin +LIBOR
	Margin: Not to exceed ceilings as prescribed by RBI from time to time
	Specific Terms and Conditions:
	•	Repayment: Lodgement of Softex or STPI certificate or other Transaction level documents applicable in case of Software exports/ Remittances of customer.
	Continuing Conditions
	•	Running Pre-shipment credit granted for 100% of the Freight on Board (FOB) value of export orders.
	•	To be disbursed on the basis of customer request or Customer Undertaking or Contract Copy or any other document acceptable to the bank.
	•	Disbursal as per RBI guidelines.
	•	Copy of Invoice/Order/Contract/Bill to be submitted within 30 days of disbursement of Packing Credit.
	Other Conditions: (For all Limits)
	•	Company to route quarterly collections/payments/investments in proportion to Standard Chartered Bank’s share in working capital limits of the Company.
	•	Stock statement to be submitted within 30 days of following month.
	Pre-shipment clause/ Packing Credit
	In case of Pre-shipment finance facility the Customer shall not avail of any other facility or financing arrangement from the banking system which may in any manner facilitate or result in double financing. The Customer will produce or submit to the Bank on demand the original Letter of Credit and/or purchase order documents as required by the Bank. The Pre-shipment financing facility will be with full recourse to the Customer and will be subject to compliance with the applicable guidelines of the Reserve Bank of India from time to time.
	1a. Overdraft Facility	
        Currency: INR

         

        Purpose: For the purpose of working capital

         

        Tenor: Maximum for 1 day

         

        Interest: Base Rate + Margin

         

        Margin: As may be agreed with the Bank
        from time to time





 











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	Facility
    Letter (Uncommitted) – India	


 




	Type(s)
    of Facility	Terms
    and conditions
	 	
        Specific Terms and Conditions:

         

        •      Limit id
        1a + 1b not to exceed INR 50,000,000/-

         

	1b. Overdraft Facility	
        Currency: INR

         

        Purpose: For the purpose of working capital. The limit to be
        utilised for funding transactions with Small & Micro Enterprises.

         

        Tenor: Maximum for 1 day

         

        Interest: Base Rate + Margin

         

        Margin: As may be agreed with the Bank from time to time

         

        Specific Terms and Conditions:

         

        •      Limit id
        1a + 1b not to exceed INR 50,000,000/-

	1c. Bond and Guarantees Facility	
        Currency: INR

         

        Purpose: Issue of bid bonds, advance payment and performance
        guarantees favoring Government, Semi-Government and other Corporate Authorities

         

        Tenor: Maximum up to 1 year

         

        Commissions: At the rate as negotiated with & agreed by
        the Bank.



 


		4.	Fees



 


	Fee:	NIL, payable on the date of the Agreement, and any other handling fee to be agreed and payable on each anniversary of the date of the Agreement as long as any Facility remains available to a Borrower or the Bank has any claim, actual or contingent, against a Borrower in respect of any Facility.


 


		5.	Market Disruption



 





	If a Market Disruption Event occurs, the rate of interest of that Facility will be the rate per annum which is the aggregate of:
	(a)	the
    margin of that Facility as specified in Clause 3 (Pricing and Conditions) of the Facility Letter or otherwise agreed
    between the Bank and the relevant Borrower, and
	(b)	the rate which expresses as a percentage rate per annum of the Bank's cost of funding that utilisation from whatever source the Bank may reasonably select, and if any such percentage rate is below zero then such percentage rate shall be deemed to be zero.
	“Market Disruption Event” means:
	(a)	at
or about noon on the Quotation Day the Screen Rate is not available or is zero or negative, or reasonable and adequate means do
not exist for ascertaining LIBOR or any other interbank offered rate (“IBOR”) or benchmark interest rate / the Prime
Rate (as the case may be);
	(b)	matching deposits are not readily available in the relevant interbank market; or
	(c)	before close of business in the principal city of the relevant interbank market on the Quotation Day, the cost to the Bank of obtaining matching deposits in the relevant interbank market would be in excess of LIBOR or any other IBOR or benchmark interest rate / the Prime Rate (as the case may be).
	“Quotation Day” means for any period for which an interest rate is to be determined two Banking Days before the first day of that period (as the case may be), or such other period which the Bank decides accords with market practice in the relevant interbank market.
	“Screen Rate” means the standard market interest rate for the relevant currency and period displayed on the relevant page of the on-line electronic information service which for the time being the Bank normally uses for obtaining LIBOR or any other IBOR or benchmark interest rate / the Prime Rate (as the case may be).







 


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	Facility
    Letter (Uncommitted) – India	


 




		6.	Contact Details



 


		6.1	Contact details for the Bank



 


	Queries on	Name	
        Telephone No.

        Fax No.

        Email

	(Option 1)	 	 
	Execution of bank documents	Mr. Umashankar Shivan, Credit Documentation Manager	Tel No. +91 79 66070829/ Fax no 390 22755/ Umashankar.Shivan@sc.com
	Banking arrangements	Anand Hurkat, Director, Relationship Management	Tel No. +91 79 66070823 / Anand.Hurkat@sc.com
	(Option 2)	 	 
	 	 	 
	Banking arrangements	Anand Hurkat, Director, Relationship Management	Tel No. +91 79 66070823 / Anand.Hurkat@sc.com
	 	 	 
	Legal documentation	Mr. Umashankar Shivan, Credit Documentation Manager	Tel No. +91 79 66070829/ Fax no 390 22755/ Umashankar.Shivan@sc.com


 


		6.2	Contact details for the Designated Borrower and the other Borrowers



 


	Name and Address	
        Telephone No.

        Fax No.

        Email

	
        Majesco Software and Solutions India Private Limited

        805, President House, Nr. Ambawadi Circle,

        Gujarat – 380 015
	
        Telephone No. +91 79 2656 4337

        Fax No.       ____________

        Email. Farid.kazani@majesco.com



 


		7.	Liability



 


	The Principal Borrower will be liable as a primary debtor to the Bank for all sums payable or owing under the Facilities (whether it is incurred directly by the Principal Borrower or not).


 


		8.	Definitions



 


		8.1	In the Agreement, unless the context otherwise requires:



 


	“Approved Security”	means the following:
	 	 	 	Ranking of charge and Description

        of security (including

        lender/chargee) or Guarantees
	Maximum amount

        secured
	Obligor	 
	 	 	1.	First pari-passu charge on current assets of the company.	
        INR 50,000,000/-

        Covering all Limits
	Majesco Software and Solutions India Private Limited	 
	 	or such other securities as advised in writing by the Borrower and approved in writing by the Bank from time to time.
	“Banking Day”	means a day (other than a Saturday or Sunday) on which banks are open for general business in Ahmedabad.
	“Conditions Precedent”	means the following documents and evidence (both in form and substance) satisfactory to the


 


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	Facility
    Letter (Uncommitted) – India	


  





	“Conditions Precedent”	means the following documents and evidence (both in form and substance) satisfactory to the Bank:
	 	(a)	certified copies of each Borrower's constitutional documents;
	 	(b)	certified copy of the board resolution of each Borrower approving the acceptance of each Finance Document (or the equivalent document evidencing such approval available in the relevant jurisdiction) and a certified copy of the names and specimen signatures of all persons authorised to sign the Finance Documents and any notices and other documents required in connection with the Finance Documents;
	 	(c)	each of the Finance Documents duly executed by the parties thereto;
	 	(d)	any documentation or other evidence which is reasonably requested by it for the purpose of any “know your customer” requirements;
	 	(e)	Accepted Banking Facility Letter
	 	(f)	Resolution
    u/s 180 1(c) along with auditors certificate(if applicable)
	 	(g)	Demand Promissory Note for INR 50,000,000/-
	 	(h)	Letter of Continuity for DP Note for INR 50,000,000/-
	 	(i)	Packing Credit Undertaking cum Indemnity for INR 50,000,000/-
	 	(j)	Guarantee Indemnity for INR 50,000,000/-
	“Default Rate”	means 2 per cent per annum over and above applicable interest rate, or such rate as advised by the Bank to the Borrower from time to time.
	“Foreign Currency”	means any currency other than the Local Currency.
	“General Trade Terms”	means the terms and conditions applicable from time to time to the Bank's provision of trade finance services to each Borrower.
	“Jurisdiction”	India
	“Large Cash Withdrawal Threshold Amount”	means INR 50,00,000/-
	
        “Master Credit Terms

        (Uncommitted)”
	means the standard credit terms and conditions applicable from time to time for the Bank's provision of any uncommitted and on-demand credit facility to each Borrower.
	“Parent”	means Majesco Software & Solutions Inc., USA
	
        “Principal Borrower”

        (see Clause 6.2 of the Facility Letter)
	will be Majesco Software and Solutions India Private Limited
	“Security Documents”	means each of the documents given or to be given by any Borrower identified below in favour of the Bank and any other document creating or granting any Security Interest in favour of the Bank in respect of the obligations of all or any of the Borrowers under the Finance Documents, each in a form and substance satisfactory to the Bank:
	 	 	 	Description	Obligor	 
	 	 	1.	Unattested Memorandum of Hypothecation Agreement	Majesco Software and Solutions India Private Limited	 
	 	 	2.	Pari-passu letters from existing charge holders	Majesco Software and Solutions India Private Limited	 
	 	 	3.	ROC Search Report	Majesco Software and Solutions India Private Limited	 
	 	 	4.	CHG 1	Majesco Software and Solutions India Private Limited	 
	 	 	5.	Certificate of Registration	Majesco Software and Solutions India Private Limited	 
	“Standard Terms”	means the terms and conditions applicable from time to time to the Bank's provision of wholesale banking services to each Borrower.
	“Spot Rate”	means at any date the Bank's spot rate of exchange for the purchase of the relevant currency in the India foreign exchange market at around 11:00 am India time using the Local Currency for the relevant Facility.







 


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	Facility
    Letter (Uncommitted) – India	


 


		9.	Additional Conditions



 


	 	9.1	Additional
    representations. Clause 9.14 of the Master Credit Terms (Uncommitted)
	 	Governing law and enforcement
	 	(a)	The choice of governing law of each Finance Document will be recognised and enforced in the relevant Obligor's jurisdiction of incorporation.
	 	(b)	Any
    judgment obtained in the courts which the parties to a Finance Document have conferred jurisdiction on to settle disputes in
    relation to that Finance Document will be recognised and enforced in the relevant Obligor's jurisdiction of
    incorporation.


 


	 	9.2	Additional
    undertakings, Clause 10.11 of the Master Credit Terms (Uncommitted)
	 	(a)	Security cover: Each Borrower must at all times comply with the security cover ratios specified in the Facility Letter or as notified by the Bank to the Borrower(s) from time to time. If any of the security cover ratios at any time falls below the required level, the relevant Borrower must provide additional security acceptable to the Bank and/or reduce the relevant outstanding in order to comply with the relevant requirements within the time limit imposed by the Bank from time to time.
	 	(b)	Regulatory disclosure – CIBIL- By acceptance of this Facility Letter, each Borrower hereby affirms that the Credit Information Bureau (India) Limited and/or any other agency so authorised by the Reserve Bank of India, may use and process the said information and data disclosed by the Bank to them, in the manner as deemed fit by Credit Information Bureau (India) Limited and/or such agency. Further, Each Borrower also confirms and permits the Credit Information Bureau (India) Limited and/or any other agency so authorised to furnish for consideration the processed information and data or product thereof prepared by them to the banks/financial institutions and/or any other credit grantors or registered users as may be specified by the Reserve Bank of India in this behalf.
	 	(c)	The Borrower agrees that, in accordance with the provisions of the Reserve Bank of India circular on “Framework for Revitalising Distressed Assets in the Economy – Guidelines on Joint Lenders Forum and Corrective Action Plan”, the Bank shall be entitled to identify incipient stress in any Borrowers accounts held with it and pursuant thereto, create different sub categories of such accounts. The Borrower agrees that the Bank shall report credit information of such Borrowers who have an aggregate fund based and non fund based exposure above the limit as so specified by the Reserve Bank of India, from time to time, to the Central Repository of Information on Large Credits (“CRILC”). The Borrower also affirms that the Bank shall be entitled to refer accounts having an aggregate exposure above the prescribed parameters to the Joint Lenders Forum (“JLF”), to be set up in accordance with the provisions as so prescribed by the Reserve Bank of India, in order that the JLF can explore the possibility of suggesting a Corrective action Plan (“CAP”) for such accounts. The Borrower agrees that it shall be bound to comply with the solutions that are set out by JLF, including the option of rectification, restructuring, recovery or any other action as so suggested by JLF.
	 	(d)	The Borrower agrees that the Bank shall receive details of the “Unhedged Foreign Currency Exposure” of the Customer, as prescribed by the Reserve Bank of India and the Bank, from time to time, (i) in such form and manner (ii) at such intervals and (iii) to be calculated on the basis of such parameters as so communicated by the Bank from time to time
	 	(e)	With a view to monitoring the end-use of funds, in the event the Bank desires a specific certification from the Borrowers’ auditors regarding diversion / siphoning of funds by the Borrower, the Bank shall have the right to award a separate mandate to the Borrower’s auditors for this purpose. The cost of such audit shall be to the Borrower's account.
	 	(f)	The Guarantor specifically consents to the Bank, that in the event the Guarantor refuses to pay under this Guarantee despite having sufficient means and / or the ability to make the payments, the Bank ender shall have the right to report the Guarantor as a willful defaulter, as understood / defined as per extant RBI regulations, to the RBI, and the Guarantor shall be subject to the provisions of such RBI regulations.


 


	 	9.3	Utilisation
    Specific Conditions Precedent”. Clause 2.2 (c) of the Master Credit Terms (Uncommitted)
	 	Not Applicable.


 


	 	9.4	Clauses
    to be deleted. Clause 16.3 of the Master Credit Terms (Uncommitted)
	 	Not Applicable.


 


	 	9.5	Clauses
    to be added. Clause 16.3 of the Master Credit Terms (Uncommitted)
	 	(a)	Utilisation
	 	 	If the Borrower wishes to utilise a Facility, the Borrower:
	 	 	(i)	shall deliver to the Bank a duly completed and signed utilisation request (in a form and through means acceptable to the Bank) as per annexed format; and


 


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	Facility
    Letter (Uncommitted) – India	


 





	 	 	(ii)	must satisfy the requirements set out in the Agreement as applicable to that Facility.
	 	(b)	Interest for Facility drawn in Indian Rupee.
	 	 	(i)	Interest: The Customer shall pay commission, interest and other charges to the Bank in relation to the Facility as may be notified by the Bank from time to time.
	 	 	(ii)	The Interest Rate for the Facility shall be calculated with reference to the Base Rate. The Interest Rate shall comprise of the Base Rate plus Margin (as may be agreed with the Bank from time to time). The Base Rate shall be posted on Bank’s website www.standardchartered.co.in.
	 	 	(iii)	The Base Rate may be reviewed by the Bank at intervals as stipulated by Reserve Bank of India or as per its internal policy and any change in the Base Rate shall be notified by the Bank through its website, account statements or its branches or such other medium as the Bank may consider appropriate.
	 	 	(iv)	In case the working capital demand loan (“WCDL”) or term loan (“Term Loan”) is to be drawn down In tranches, then the applicable Interest Rate payable on (i) each tranche amount of WCDL or (ii) Term Loan drawn down will be notified through account statements to be sent to the Customer or advised in writing by the Bank to the Customer on the date of drawdown of the respective tranche. The Interest Rate for the respective tranche will remain unchanged for the tenor of the respective tranche, irrespective of any change in the Base Rate during that period.
	 	 	(v)	In case of overdrafts, the applicable Interest Rate will be notified through account statements to be sent to the Customer or advised in writing to the Customer from time to time. The Interest Rate shall be subject to variation from time to time. The interest rate will be based on the Bank’s Base Rate on the date of overdrawing and the applicable margin.
	 	 	(vi)	Interest will be debited monthly and if unpaid, capitalized to the outstanding principal amount then outstanding. Interest will accrue on a daily basis and be calculated on the basis of 365 days a year or as may be advised by the Bank to the Customer.
	 	(c)	Interest (for Facility drawn down in currency other than Indian rupees):
	 	 	(i)	Calculation of Interest: The rate of interest will comprise of margin and LIBOR.
	 	 	(ii)	LIBOR in respect of a particular period and in relation to Utilisation made under the Facility in respect of which an interest rate is to be determined pursuant to the Facility Agreement, means:
	 	 	 	(A)	the percentage rate per annum for deposits for the relevant currency and Term displayed on the appropriate page of the Reuters screen selected by the Bank (or such other page(s) as the Bank shall nominate instead for the purpose of displaying offered rates of leading banks for London inter-bank deposits in the relevant currency as aforesaid) at or about 11.00 a.m. on the applicable Rate Fixing Day; or
	 	 	 	(B)	if a Market Disruption Event has occurred, the rate determined by the Bank on the basis of any other price source the Bank considers appropriate.
	 	(d)	Other Services
	 	 	As long as any sum remains owing under any Facility, if the Customer wishes to engage any person to provide transaction banking products and services including cash management services, trade services, trade finance, custodial services, fund administration and escrow services (“Services”), the Customer shall enter into good faith negotiations and shall give the Bank or its affiliate the right of first refusal to provide such Service to the Customer. The Services shall be offered by the Bank at competitive rates prevailing in the market at that time and shall be subject to terms and conditions to be mutually agreed between the Customer and the Bank. Provided that the foregoing shall not be deemed as a waiver by the Customer of its rights or restriction on the Customer to access the market or any other bank, financial institution or service provider in respect of the said Services.
	 	(e)	Multiple Banking Arrangement
	 	 	The Facilities are available only in multiple banking with other banks as per the multiple banking arrangements agreed upon between the Customer and the various banks under the multiple banking arrangement. The Bank reserves the right to cancel or withdraw the Facility at its own discretion in case the facilities or any part thereof is/are cancelled or withdrawn by any other bank(s) in the multiple banking arrangement.




 





	 	9.6	Clauses to be amended.
    Clause 16.3 of the Master Credit Terms (Uncommitted)
	 	Not Applicable.


 


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	Master Credit Terms (Uncommitted)
    (India)




 


These are the Master Credit Terms (Uncommitted) referred
to and incorporated in the Agreement between the Bank and each Borrower.


 


It is Agreed:


 


		1.	Definitions and Interpretations



 


		1.1	Definitions:



 


Terms defined in the Facility Letter (and not otherwise
defined herein) will have the same meaning when used in these Master Credit Terms (Uncommitted):


 


“Adverse Effect” means an adverse
effect in the sole opinion of the Bank on:


 


		(a)	the condition (financial or otherwise), assets, operations, prospects or business of any Obligor or the Group (taken as a whole);



 


		(b)	the ability of any Obligor to perform its obligations under the Finance Documents;



 


		(c)	the validity, legality or enforceability of, or the rights or remedies of the Bank under any Finance Documents; or



 


the validity, legality or enforceability of any Security
Interest created / to be created in respect of a Facility / under any Finance Document or on the priority or ranking of such Security
Interest.


 


“Affiliate” means, in relation
to a person:


 


		(a)	any of its Subsidiaries;



 


		(b)	any of its Holding Companies; or



 


		(c)	any other Subsidiary of any such Holding Company, including head offices and branches of the above.



 


“Authority” means any government,
quasi-government, administrative, regulatory or supervisory body or authority, court or tribunal.


 


“Break Costs” means a net loss
of interest revenue the Bank incurs when all or any part of any utilisation is repaid on a day which is not the last day of a Term
for that utilisation.


 


“Control” and “Controlled”
means:


 


		(a)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to direct its management and policies
or to control the composition of its board of directors or equivalent body; or



 


		(b)	ownership of more than 50% of the voting share capital or equivalent right of ownership of that person.



 


“Default” means:


 


		(a)	an Event of Default; or



 


		(b)	an event or circumstance which would (with the expiry of a grace period, giving of notice or the making of any determination
under the Finance Document or any combination of them) be an Event of Default.



 


“Designated Combined Facility Limits”
means (if specified) the amount designated as the combined facility limit for the Facilities specified opposite those Facilities
in column (2) of the table in Clause 2.1 (b) (Designated Combined Facility Limits) of the Facility Letter.


 


“Designated Facility Limits” means
the amount designated as the facility limit against a Facility specified opposite that Facility in column (2) of the table in
Clause 2.1(a) (Designated Facility Limits and Designated Sub-limits) of the Facility Letter.


 


“Designated Sub-limits” means
(if specified) the amount as designated as the sub-limit against a Borrower in column (3) of the table set out in Clause 2.1 (a)
(Designated Facility Limits and Designated Sub-limits) of the Facility Letter.


 


“Event of Default” means any event
specified in Clause 11.1 and in any other Finance Document.


 


“Facility” means each facility
set out in Clause 2 (Facilities) of the Facility Letter.


 


“Finance Document” means the Agreement,
any Security Documents, any document identified as such in the Facility Letter and any other document designated as such by the
Bank and any Group member from time to time.


 


“Financial Indebtedness” means
any indebtedness incurred for or in respect of:


 


		(a)	monies borrowed;



 


		(b)	any amount raised under any other transaction (however structured) having the commercial effect of a borrowing; and



 


		(c)	the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) and (b) above.



 


“Financial Statements” means:


 


		(a)	for the Parent, the audited consolidated financial statements of the Group for each of its financial years; and



 


		(b)	for each Obligor other than the Parent, its audited financial statements for each of its financial years.



 


“Group” means the Parent and its
Subsidiaries.


 


“Holding Company” means, in relation
to a person, any other person in respect of which the first named person is a Subsidiary.


 


“Increased Cost” means:


 


		(a)	an additional or increased cost;



 


		(b)	a reduction in the rate of return from a Facility or on the Bank’s (or its Affiliate's) overall capital; or



 


		(c)	a reduction of an amount due and payable under any Finance Document,



 


which is incurred or suffered by the Bank or any
of its Affiliates but only to the extent attributable to the Bank having entered into any Finance Document or funding or performing
its obligations under any Finance Document.


 


“Local Currency” means for each Facility,
the currency in which the Designated Facility Limits of that Facility is denominated as specified in Clause 2 (Facilities)
of the Facility Letter.


 


“Local Currency Amount” means the
amount specified in the utilisation request (or, if the amount requested is not denominated in the Local Currency for the relevant
Facility), that amount converted into that Local Currency at the Spot Rate adjusted to reflect any repayment, prepayment consolidation
or division of the utilisation.


 


“Obligor” means each Borrower
and any [illegible stamp] guarantee of and/or Security Interest for the obligations of any Borrower and/or any other Obligor under
the Finance Documents.


 


“Party” means a party to the Agreement.


 


“Personal Information”
includes each Obligor name, address, taxpayer identification number, other form of identification and that of each Obligor's
direct or indirect


 


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    Credit Terms (Uncommitted) – India	


 


beneficial owners, beneficiaries, controlling persons
or their respective Relevant Data Subjects.


 


“Prime Rate” means the interest
rate, however it is called, published by the Bank from time to time as the minimum rate of interest at which it will lend money
to prime borrowers.


 


“Relevant Data Subject” means any
person:


 


		(a)	named in or who executes any Finance Document or any other forms submitted by a Borrower to the Bank;



 


		(b)	who is a director or officer of an Obligor; or



 


		(c)	as specified by the Bank.



 


“Restricted Party” means a person
with whom a national of the United States or Member State of the European Union would be prohibited or restricted by law from transacting.


 


“Sanctions” means the economic
sanctions laws, regulations, embargoes or restrictive measures imposed by the governments of the United States, the European Union
or any of its Member States.


 


“Security Interest” means a mortgage,
charge, pledge, lien, hypothecation, security assignment or other security interest securing any obligation of any person or any
other agreement or arrangement having a similar effect.


 


“Subsidiary” means in relation
to a person, any other person:


 


		(a)	which is Controlled, directly or indirectly, by the first named person;



 


		(b)	more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first named person;
or



 


		(c)	which is a Subsidiary of another Subsidiary of the first named person.



 


“Tax” means any tax, levy, impost,
duty or other charge or withholding of a similar nature (including any related penalty, interest payable, fine, surcharge or the
payment in or in respect thereof) present or future as required by law.


 


		1.2	Interpretation



 


		(a)	Any reference in the Agreement to:



 


		(i)	an “amendment” includes a supplement, variation, novation, restatement or re-enactment and “amended”
will be construed accordingly;



 


		(ii)	a “disposal” means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary and
“dispose” will be construed accordingly;



 


		(iii)	an “authorisation” includes an authorisation, consent, approval, resolution, license, exemption, filing,
registration or notarisation;



 


		(iv)	“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment
of money;



 


		(v)	a “law” includes (A) any agreement with any Authority; and (B) any law, regulation, rule, official directive,
request, guideline, sanction, embargo or restrictive measure (whether or not having the force of law) of any Authority and any
interpretation, application or enforcement of such law;



 


		(vi)	any statute or any section of any statute will be deemed to include reference to any statutory modification or re-enactment
of it for the time being in force;



 


		(vii)	a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other
agreement or instrument as amended, including any increase in the amount of a facility or for an additional facility;



 


		(viii)	a currency is to the lawful currency for the time being of the relevant country;



 


		(ix)	a “month” is to a period starting on one day in a calendar month and ending on the numerically corresponding
day in the next calendar month. If there is no numerically corresponding day in the following month, that period will end on the
last Banking Day in that calendar month;



 


		(x)	a “person” includes any individual, company, Hindu undivided family, corporation, unincorporated association
or body (including a partnership, limited liability partnership, trust, joint venture or consortium), government, state, agency,
organisation or other entity whether or not having separate legal personality and its and any subsequent successors in title, heirs,
permitted transferees and permitted assigns, in each case in accordance with their respective interests; and



 


		(xi)	“information” includes Personal information.



 


		(b)	Words denoting the singular will include the plural and vice versa.



 


		(c)	A reference to a party or a person will be construed as including its and any subsequent successors in title, permitted transferees
and permitted assigns, in each case in accordance with their respective interests.



 


		(d)	A Borrower providing “cash cover” for a Facility means that Borrower paying an amount in the currency of that Facility
to an interest-bearing account in the name of that Borrower and:



 


		(i)	the account is with the Bank;



 


		(ii)	withdrawals from the account may only be made to pay the Bank amounts due and payable to it under that Facility until no amount
is or may be outstanding under that Facility; and



 


		(iii)	that Borrower has executed a Security Document, in form and substance satisfactory to the Bank, creating a first ranking Security
Interest over that account.



 


		(e)	If there is any inconsistency between:



 


		(i)	the Facility Letter and the Master Credit Terms (Uncommitted), the former will prevail.



 


		(ii)	the Facility Letter or the Master Credit Terms (Uncommitted) and the Standard Terms, the General Trade Terms, the Trade Service
Supplements, the Facility Letter or the Master Credit Terms (Uncommitted) will prevail.



 


		1.3	The Facilities



 


		(a)	Limits: The Bank will offer each Facility to each designated
                                         Borrower specified opposite that Facility in column (3) of the table set out in Clause
                                         2.1 (a) (Designated Facility Limits and Designated Sub-limits) subject to the
                                         Designated Facility Limits, Designated Combined Facility Limits and Designated Sub-limits
                                         (whichever is the lower). The Bank may:



 


		(i)	at its sole discretion, allow each designated Borrower excesses above the stated limits and such excesses shall be deemed given
at the Borrower's request; or



 


		(ii)	where an Obligor breaches any provision of a Finance Document, convert any Facility amount outstanding or otherwise due, to
an unauthorised overdraft.



 


		(b)	Currency: If a Facility is made available in more than
                                         one currency, the Designated Facility Limits, Designated Combined Facility Limits and
                                         Designated Sub-limits will be calculated in the Local Currency for the relevant Facility
                                         and any utilisation and any proposed utilisation in other currencies will be converted
                                         into the relevant Local Currency at the Spot Rate.



 


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    Credit Terms (Uncommitted) – India	


 


		(c)	Uncommitted: Regardless of any other provision of the
                                         Agreement, each Facility is uncommitted and is made available to each designated Borrower
                                         at the Bank's sole discretion, and is subject to periodic review at any time by the Bank.
                                         The Bank will have no obligation to make any utilisation under, or make available any
                                         part of, any Facility.



 


		(d)	On demand: Regardless of any other provision of the
                                         Agreement, each Facility is made available on an on-demand basis. The Bank may at its
                                         sole discretion at any time on written notice to any Borrower:



 


		(i)	cancel or call for cash cover for all or any part of any Facility; or



 


		(ii)	demand repayment/payment of any amount outstanding or otherwise due under or in relation to any Facility (whether principal,
interest or other sum), whereupon each Borrower must within two Banking Days pay the relevant amount to the Bank; and / or



 


		(iii)	enforce any and all Security Interest created under and pursuant to the Security Documents.



 


		2.	Conditions Precedent



 


		2.1	Initial Conditions Precedent



 


Each Borrower must provide all of the Conditions Precedents
in form and substance satisfactory to the Bank before any utilisation of a Facility is permitted.


 


		2.2	Further conditions precedent



 


The Bank’s obligations in respect of each utilisation
are subject to the further conditions precedent that on both the date of each utilisation notice and the relevant utilisation date:


 


		(a)	the representations and warranties made or given under the Finance Documents are true and accurate in all material respects;



 


		(b)	in the case of a rollover (if any), no Event of Default is continuing or would result from the proposed utilisation and, in
the case of any other utilisation, no Default is continuing or would result from the proposed utilisation; and



 


		(c)	the Bank has received all of the documents and other evidence listed in, and appearing to comply with, the list of Utilisation-Specific
Conditions Precedent.



 


		3.	Foreign Currency



 


		3.1	The Bank may at any time recalculate the Local Currency Amount of any utilisation denominated in a Foreign Currency using the
Bank's Spot Rate on the Banking Day prior to the date of recalculation.



 


		3.2	If at any time the total Local Currency Amount of all utilisations due by a Borrower exceeds that Borrower's Designated Sub-Limit, that Borrower must repay an amount of principal (in relation to any utilisation(s) which the Bank may identify) equal to
such excess (together with all accrued but unpaid interest on that amount and any Break Costs) within two Banking Days after receiving
a demand from the Bank.



 


		4.	Prepayment



 


If prepayment is permitted in the Facility
Letter or otherwise with prior written permission of the Bank, all prepayments will be subject to  the conditions stipulated
by the Bank including payment of prepayment charges / (based and calculated on interest differential and / or as agreed by
the Bank) / Break  Costs and will be applied in or towards repayment and satisfaction of the obligations of the Borrower
under the relevant Facility in inverse chronological order.


 


		5.	Default Interest



 


		5.1	If:



 


		(a)	a Borrower fails to pay any amount payable by it under a Finance Document on its due date or any Default occurs or is outstanding
or continuing; or



 


		(b)	draws in excess of the limited sanctions by the Bank (even if such overdrawing has been permitted by the Bank at its sole discretion
in such circumstances as may be deemed exceptional by the Bank),



 


then the relevant Borrower shall be liable and agrees
to pay to the Bank default interest at the Default Rate (“Default Interest”) over and above the rate of Interest
applicable for a Facility. A notice to the Borrower for the levy of the Default Interest by the Bank and service of any such notice
is waived. Default Interest will accrue daily on the entire overdue amount from the due date up to the date of actual payment
(both before and after judgment) and will be immediately payable on demand to the Bank. This is without prejudice to the Bank's
other rights and remedies available under the Finance Documents and in law.


 


		5.2	Default Interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount on any basis that the
Bank may select.



 


		5.3	If a Borrower defaults, the Bank and the RBI may disclose or publish the name of the Borrower, its partners and / or directors
in a manner and via such medium as the Bank or the RBI may determine.



 


		6.	Taxes



 


		6.1	All Taxes (including service tax) in respect of or pursuant to any transaction under the Finance Documents will be to the account
of and be borne and paid by the Borrower at all times and the Bank will not be in any way liable to bear or pay any Tax (including
service tax). Further, each Borrower must make all payments to be made by it under the Finance Documents without any set-off or
counterclaim and free from any deduction or withholding for or on account of any Tax.



 


		6.2	If a Borrower makes any such deduction or withholding for or on account of any Tax, that Borrower must:



 


		(a)	pay to the Bank any additional amount as may be necessary to ensure that the Bank receives the full amount of the relevant
payment as if that deduction or withholding had not been made; and



 


		(b)	supply promptly to the Bank evidence satisfactory to the Bank that it has accounted to the relevant Authority for the withholding
or deduction.



 


		7.	Increased Costs



 


Each Borrower must on demand by the Bank, pay the
amount of any Increased Costs incurred by the Bank or any of its Affiliates as a result of:


 


		(a)	the introduction of or any change in (or in the interpretation, administration or application of) any law; or



 


		(b)	compliance with any law made after the date of the Agreement.



 


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	Master
    Credit Terms (Uncommitted) – India	


 


		8.	Payments



 


		8.1	Banking Days



 


If any date for payment of any sum due under the Finance
Documents is not a Banking Day then that payment must be made on the next Banking Day in the same calendar month or the preceding
Banking Day if there is not.


 


		8.2	Place, currency and funds



 


		(a)	On each date on which a Borrower is required to make a payment under a Finance Document that Borrower must pay the Bank for
value on the due date at the time, in the currency in which the Facility is denominated along with the cost, expense etc is incurred
or as otherwise as specified by the Bank and in such funds as are specified by the Bank.



 


		(b)	Payment must be made to the account the Bank specifies.



 


		8.3	Partial payments



 


If the Bank receives insufficient payment to discharge
all the amounts then due and payable under the Finance Documents, the Bank may apply that payment towards the obligations under
the Finance Documents in any manner the Bank decides, irrespective of any appropriation made by any Borrower.


 


		8.4	Timing of payments



 


If a Finance Document does not provide for when a
particular payment is due, that payment is due within three Banking Days of demand by the Bank.


 


		9.	Representations and warranties



 


Each Borrower makes the following representations
and warranties to the Bank from and after the date of the Agreement which are deemed to be repeated at all times (having regard
to the circumstances existing at the time of repetition) so long as any sums are actually or contingently owing under the Agreement.


 


		9.1	Status



 


		(a)	It is and each of the other Obligors is legally and properly organised and in existence under the law of its jurisdiction of
Incorporation.



 


		(b)	It, each other Obligor and each of its Subsidiaries have the power to own its assets and carry on its business as it is being
conducted.



 


		9.2	Binding obligations



 


The obligations expressed to be assumed by it and
each other Obligor in each Finance Document are legal, valid, binding and enforceable obligations and the person(s) executing such
documents on behalf of it and each other Obligor have been duly authorised to do so.


 


		9.3	Non-conflict



 


The entry into and performance of the Finance Documents
by it and each other Obligor and the transactions contemplated by the Finance Documents do not and will not conflict with or violate:


 


		(a)	any law or any official or judicial order, decree or judgment applicable to it or any other Obligor; or



 


		(b)	its or any of its Subsidiaries' or any other Obligor's constitutional documents; or



 


		(c)	any agreement or instrument binding upon it or any other Obligor or any of its Subsidiaries or any of its or any other Obligor's
or any of its Subsidiaries' assets.



 


		9.4	Powers and authority



 


It and each other Obligor has the full power to enter
into and perform, and has taken / obtained all necessary action, authorisations, consents, approvals and licenses, and which are
in full force and effect, without any default on the part of any Obligor, to (i) own its property and assets, carry on its business;
(ii) enter into, perform and delivery the Finance Documents and the transactions contemplated by the Finance Documents; and (iii)
ensure the validity and enforceability of the Finance Documents and the transactions contemplated by the Finance Documents.


 


		9.5	Validity



 


All authorisations required or desirable to enable
it and each other Obligor to lawfully enter into, exercise its rights and comply with its obligations in the Finance Documents
to which it is a party have been obtained or effected and are in full force and effect.


 


		9.6	No stamp taxes



 


Other than the stamp duty and any applicable registration
fee or charges already paid on / in relation to the Finance Documents, no duty or Tax or charge is payable on / in respect of any
Finance Document.


 


		9.7	Security Interests



 


Any Security Interest created under the Finance Documents
is, subject to completion of all registrations required by law, a legal, valid, binding and enforceable charge over the assets
to which such Security Interest relates, as per ranking in the Facility Letter.


 


		9.8	Immunity



 


		(a)	The entry into each Finance Document (to which it is a party), and the exercise by it of its rights and performance of its
obligations under each such Finance Document will constitute, private and commercial acts performed for private and commercial
purposes: and



 


		(b)	It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken
in its jurisdiction of incorporation in relation to any Finance Document.



 


		9.9	Environmental claims



 


It has complied with all environmental law which it
is subject to and is not aware of any basis for any environmental claim against it which may have an Adverse Effect.


 


		9.10	No Adverse Effect



 


There is no action, suit, proceeding or investigation
pending and/or continuing or to the knowledge of the Borrower threatened by or against any Obligor or the property of any Obligor
before any court of law or Authority which may have an Adverse Effect


 


		9.11	Correct Information



 


All factual and other information provided to the
Bank by an Obligor was true and accurate as at a date no earlier than the date on which it was provided.


 


		9.12	No Default



 


No Default has occurred or is continuing or outstanding.


 


		9.13	Receivables



 


Any receivables purchased or debt financed by the
Bank will not be the subject of any counter claim, set off, netting arrangement, any credit, discount or allowance or deduction
on the part of the relevant buyer of the goods/services and no Obligor shall avail of any other facility or financing arrangement
from any person in respect of any receivables


 


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	Master
    Credit Terms (Uncommitted) – India	


 


purchased or debt financed by the Bank, whether directly
or indirectly, which may result in double financing.


 


		9.14	Additional representations



 


Such additional representations as may be specified
in the Facility Letter.


 


		10.	General undertakings



 


		10.1.	Authorisations and compliance with laws



 


Each Borrower must obtain, maintain and comply with
any / each authorisation, consents, approvals and licences required by any law to enable it to (i) own its property an assets,
carry on its business; (ii) enter into, perform and deliver the Finance Documents and the transactions contemplated by the Finance
Documents; and (iii) ensure the validity and enforceability of the Finance Documents and the transactions contemplated by the
Finance Documents.


 


		10.2	Pari passu ranking



 


Each Borrower undertakes that its obligations and
liabilities under each Finance Document will at all times rank (except in respect of statutory preferential debts) at least pari
passu with all its present and future unsecured indebtedness.


 


		10.3	Negative pledge



 


		(a)	No Borrower will (and must ensure that no other Group member will) create or permit to subsist any Security Interest over any
of its assets other than under the Security Documents.



 


		(b)	No Borrower will (and must ensure that no other Group member will):



 


		(i)	sell, transfer or otherwise dispose of any of its assets on terms by which they are or may be leased to or re-acquired by it
or any Group member;



 


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



 


		(iii)	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; or



 


		(iv)	enter into any preferential arrangement having a similar effect,



 


in circumstances where the arrangement or transaction
is entered into primarily as a method of raising Financial indebtedness or of financing the acquisition of an asset. (“Quasi-Security”
means any transaction described in  paragraph (b) above)


 


		(c)	Paragraphs (a) and (b) above do not apply to:



 


		(i)	any netting or set-off arrangement entered into by any Group member in the ordinary course of its banking arrangements for
the purpose of netting debit and credit balances;



 


		(ii)	any lien arising by operation of law and in the ordinary course of trading or retention of title arrangement in the ordinary
course of trading on standard terms and conditions of any supplier;



 


		(iii)	any Security Interest or Quasi-Security over goods and/or documents of title to goods arising in the ordinary course of letter
of credit transactions in the ordinary course of trade;



 


		(iv)	any Security Interest or Quasi-Security created by any Finance Document;



 


		(v)	any Approved Security except to the extent that the principal amount secured by any Approved Security exceeds the relevant
maximum principal amount specified against that Approved Security in the Facility Letter; and



 


		(vi)	any Security Interest or Quasi-Security created with the prior written consent of the Bank provided that the principal amount
is not increased at any time.



 


		10.4	Disposals, acquisitions and mergers



 


No Borrower will (and must ensure that no other Group
member will):


 


		(a)	dispose of all or any part of their assets or make any, acquisition or investment except where made in the ordinary course
of trading or, in relation to a disposal of assets only, of assets in exchange for other assets comparable or superior as to type
and value:



 


		(b)	enter into any scheme of expansion, merger, amalgamation, compromise or reconstruction, except with prior written consent of
the Bank;



 


		(c)	permit any change in its ownership or control or constitution or shareholding or the management or majority of directors or
partners, except with prior written consent of the Bank;



 


		(d)	make any change to the general nature of its business from that carried on at the date hereof, except with prior written consent
of the Bank; and



 


		(e)	make any change to / in its constitutional documents, except with prior written consent of the Bank.



 


		10.5	Change of business



 


Each Borrower must procure that no substantial change
is made which will have an effect on the general nature of its business or that of its Group from that carried on at the date of
the Agreement.


 


		10.6	Financial statements and other information



 


		(a)	Each Borrower must ensure that the Bank receives:



 


		(i)	the Financial Statements as soon as they become available or within the time period as prescribed by the Bank / RBI;



 


		(ii)	accurate and up to date information necessary to enable the Bank to comply with applicable law, “know your customer”
or similar identification procedures as the Bank may request from time to time;



 


		(iii)	details of any litigation, arbitration or other proceedings pending or threatened;



 


		(iv)	purpose of utilisation;



 


		(v)	cash flow projections of the Borrower for the next year, the monthly stock and book debts statements and the quarterly information
data along with the aging schedule of the Borrower's overdue payables, in the Borrower’s periodical returns as prescribed
by the Reserve Bank of India, within the time period as prescribed by the Bank / RBI; and



 


		(vi)	any further information the Bank may reasonably request from time to time in writing regarding the Borrower /Group.



 


		(b)	Each Borrower must ensure that the consent of Relevant Data Subjects to the Bank's collection, holding, storing, use, processing,
transfer, disclosure, and reporting (directly or indirectly) to any Authority of their Personal Information is obtained.



 


		10.7	Notification of Default



 


Each Borrower must notify the Bank of any Default
(and any steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.


 


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    Credit Terms (Uncommitted) – India	


 


		10.8	Right of First Refusal



 


As long as any sum remains owing, under any Facility,
if a Borrower wishes to engage any person to provide (i) currency, commodity price or interest rate hedging, transaction banking
products and services including cash management services, trade services, trade finance, custodial services, fund, administration
and escrow services, (ii) any refinancing or replacement of the Facilities or (iii) any other similar transactions in the financial
markets (collectively the “Services”), the relevant Borrower shall enter into good faith negotiations and shall
give the Bank or its Affiliate the right of first refusal to provide such Services, such right to be subject to terms and conditions
to be agreed. Provided that the foregoing shall not be deemed as a waiver by a Borrower of its rights or restriction on the Borrower
to access the market or any other bank, financial institution or service provider in respect of the Services.


 


		10.9	Sanctions



 


		(a)	No Obligor, nor any of their Affiliates or persons associated directly or indirectly with the Obligor:



 


		(i)	is a Restricted Party; or



 


		(ii)	has received notice of or is aware of any action or investigation against it with respect to any Sanctions.



 


		(b)	The proceeds of any utilisation, monies or services or other transaction contemplated by or provided under this Agreement shall
not be used; (i) either directly or indirectly for the benefit of any Restricted Party; or (ii) in any manner that would result
in any Obligor or the Bank or any Affiliate or agent thereof being in breach of any Sanctions (if and to the extent applicable
to them) or becoming a Restricted Party.



 


		10.10	Additional documents



 


The Borrower agrees and undertakes to sign, without
any demur or protest, such documents and writings and at such periodic intervals, as may be required by the Bank, acknowledging
the outstandings under each or any of the Facilities, for the purpose of section 18 of the Limitation Act, 1963.


 


		10.11	Additional undertakings



 


Each Borrower must comply with any additional undertakings
that may be specified in the Facility Letter.


 


		11.	Events of Default



 


		11.1	Events of Default



 


The following are Events of Default of the Master
Credit Terms (Uncommitted).


 


		(a)	Any representation, warranty, information or declaration provided by any Obligor in terms of / under any Finance Document and/or
in relation to the Facilities is or becomes false, misleading or otherwise incorrect.



 


		(b)	Any Obligor falls to observe or comply with any of the terms conditions of the Facilities / any Finance Document.



 


		(c)	Any Obligor fails to make payment of any amount due under / in relation to the Facilities as and when it becomes due.



 


		(d)	Any Obligor commits any act of bankruptcy, insolvency, suspends payment to any of its creditors, or if any petition of bankruptcy
or winding up is filed by or against any Obligor.



 


		(e)	A receiver is appointed over the whole or any part of the property of any Obligor.



 


		(f)	Any Obligor ceases or threatens to cease carrying on its business.



 


		(g)	Any order of attachment, distress, execution or other similar process is enforced against any Obligor and / or upon any security
provided to the Bank in relation to the Facilities.



 


		(h)	The securities (if any) created under the Finance Documents ceases to ensure to the benefit of the Bank.



 


		(i)	If it is certified by a firm of accountants appointed by the Bank (which the Bank is entitled and hereby authorised to so appoint
at any time) that the liabilities of any Obligor exceed its assets or that any Obligor is carrying on a business at a loss or if
the net worth of any Obligor is reduced from the level as intimated to the Bank in the latest net worth statement submitted to
the Bank.



 


		(j)	If there is any deterioration or impairment of any securities or any part thereof or any decline or depreciation in the value
thereof (whether actual or reasonably anticipated), which causes the securities or any part thereof, in the judgment of the Bank
to become unsatisfactory as to character or value.



 


		(k)	All or any part of a Facility is not utilised for the purpose for which it is sanctioned / granted.



 


		(l)	If any litigation, arbitration, investigative, regulatory or administrative proceeding / action is current, pending or threatened
against any Obligor or any other event occurs, which the Bank determines in its absolute discretion has (or might, if adversely
determined, have) an Adverse Effect.



 


		(m)	If an application is moved before Board for Industrial and Financial Reconstruction (BIFR) for declaring any Obligor as “Sick
Company” under the provisions of Sick Industrial Companies Special (Provisions) Act, 1985.



 


		(n)	If there is any default, event of default or a potential event of default (however described) or other similar condition or
event which with the lapse of time or giving of notice may become an event of default under one or more agreements or instruments
(i) relating to any debt; (ii) entered between (a) the Bank and any Obligor, or (b) the Bank and any of the Obligor’s Affiliates/associated
company(ies); or (c) any Obligor and any of its lenders; or (d) Any Obligor’s Affiliates / associated company(ies) with any
of their lenders.



 


		(o)	If it becomes unlawful in any applicable jurisdiction for the Bank to perform any of its obligations as contemplated by any
Finance Document or to fund or maintain or continue any Facility.



 


		(p)	If a cross default as below occurs:



 


		(i)	any debt of any Obligor is not paid when due nor within any originally applicable grace period;



 


		(ii)	any commitment for any debt of Obligor is cancelled or suspended by a creditor as a result of an event of default (however
described);



 


		(iii)	any creditor of any Obligor becomes entitled to declare any debt due and payable prior to its specified maturity as a result
of an event of default (however described); or



 


		(iv)	any encumbrance over any assets of any Obligor to secure any other debt becomes enforceable;



 


		(q)	If any event occurs or circumstances arise which in the opinion of the Bank would have an Adverse Effect.



 


		11.2	Consequences of Default



 


Without prejudice to or affecting or diluting the
rights of the Bank under Clause 1.3 (d) or under any Finance Document, if an Default occurs or is outstanding, the Bank may at
any time with immediate effect by a notice in writing to the Borrower:


 


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		(a)	cancel the Facilities, whereupon no further utilisation may be made of the Facility; and/or



 


		(b)	declare all monies / amounts due, owing or outstanding (whether or not then otherwise due) under the Facilities as being immediately
due and payable or otherwise payable on demand; and /or



 


		(c)	enforce the security / Security Interest created under the Finance Documents.



 


		12	Evidence and
Calculations



 


		12.1	Accounts



 


Accounts maintained by the Bank in connection with
the Agreement are prima facie evidence of the matters to which they relate for the purpose of any litigation or arbitration proceedings.


 


		12.2.	Certificates and determinations



 


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


 


		12.3	Calculations



 


Any interest or fee accruing under the Agreement accrues daily
and is calculated on the basis of the actual number of days elapsed and a year of 360 or 365 days or otherwise, depending on what
the Bank determines is market practice.


 


		13.	Indemnities



 


		13.1	Currency indemnity



 


		(a)	Each Borrower agrees to indemnify the Bank against any loss incurred by the Bank as a result of any judgment, award or order
being given or made for the payment of any amount due under any Finance Document and that judgment, award or order being expressed
in a currency other than that in which the payment was due.



 


		(b)	Each Borrower, as an independent obligation shall upon demand by the Bank indemnify the Bank against any cost, loss, outstandings
or liability arising out of any discrepancy / difference between (i) the foreign currency exchange rate applicable at the date
of utilisation, and (ii) foreign currency exchange rate applicable at the date of repayment or prepayment, as the case may be,
and all such amounts payable shall be deemed to be part of the outstandings due from the Borrower to the Bank for and on account
of a Facility under the terms of the Finance Documents.



 


		(c)	Each Borrower waives any right it may have to pay any amount under a Facility in a currency or currency unit other than that
in which such amount is drawn down and/ or notified by the Bank, as the case may be.



 


		13.2	General indemnity



 


Each Borrower must immediately on demand pay to and
indemnify the Bank against any cost, loss, Tax (excluding any Tax on the net income of the Bank in jurisdictions in which it is
resident) or liability incurred by the Bank consequent upon / as a result of:


 


		(a)	The Bank entering into and undertaking the transactions contemplated by the Finance Documents;



 


		(b)	the occurrence of an Event of Default; or



 


		(c)	any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor in relation to any Finance
Document or transaction contemplate thereunder.



 


		(d)	any delay, loss in transit, errors in translation, the coding or decoding of the communication or omissions, variations, mutilations
or other errors in the transmission of the form of communication and instructions.



 


		13.3	Process for Instructions



 


		(a)	The Bank is entitled to rely and act upon any Borrower's instructions,
                                         whether by way of email, fax or scan (“Instructions”), and assume
                                         that an authorised signatory of the Borrower has issued the instructions.



 


		(b)	Each Borrower shall:



 


		(i)	deliver to the Bank no later than the next Banking Day following
                                         the dispatch of any instruction, the originals, in hard copy of such instruction bearing
                                         the legend “Confirmation of Scan” in bold letters. Failure of the
                                         Borrower to deliver such original hard copies shall not prejudice this indemnity; or



 


		(ii)	hold the original hard copies of such instructions bearing the
                                         legend “Confirmation of Scan” in bold letters, in trust for the Bank
                                         and shall promptly furnish the same when requested by the Bank.



 


		13.4	Break Costs



 


Each Borrower must, on demand by the Bank, pay to
the Bank any Break Costs it incurs at any time in relation to any utilisation.


 


		14.	Over
                                         drawing, large cash withdrawals and suspension of limits



 


		14.1	The Bank may disallow large cash withdrawals that are exceeding the Large Cash Withdrawal Threshold Amount specified in the
Facility Letter (which limit is subject to change from time to time, at the discretion of the Bank, and will be communicated to
the Borrower). The Bank is not under any obligation to meet further requirement of the Borrower on account of growth in business,
etc., without proper revision and sanction in credit limits. However, if the Bank agrees to the request of the Borrower in this
regard, the Borrower shall submit / execute necessary confirmation or other documents as the Bank may require and shall be liable
to repay the amounts disbursed along with interest, cost, charges etc. as applicable to the existing main limit or at any other
rate of interest which may be communicated to the Borrower while acceding to the Borrower's request.



 


		14.2	The Bank may suspend the Facility and / or disallow drawings on a borrowal account on its classification as a non performing
asset or on account of non compliance with the terms of the sanction and for which no separate communication will be made by the
Bank.



 


		15.	Costs, expenses
and debit rights



 


		15.1	Each Borrower must on demand pay the Bank all costs and expenses (including legal fees and any Tax) the Bank incurs in connection
with:



 


		(a)	the preparation, negotiation, execution or perfection of;



 


		(b)	any amendment to, or waiver of or consent under (or any evaluation of a request for the same); or



 


		(c)	enforcement of, or the preservation of any rights under, any Finance Document.



 


		15.2	Notwithstanding anything contained in any Finance Document and without prejudice to any of the other rights of the Bank, the
Bank reserves the right to and the Borrower hereby consents to, and hereby authorises the Bank to debit the Borrower’s accounts
with the Bank, at any time and for:



 


		(a)	the principal, interest and all outstandings / dues under the Facility / Finance Document, charges, fees,



 


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indemnity / reimbursement obligation and all monies
owed to the Bank; and / or


 


		(b)	any and all sums, obligations and liabilities (including insurance premiums, commission, service charges, interest, monies
arising from the Facilities, default interest, exchange expenses, banker’s charges, fees, disbursements, costs and other
expenses) owed or otherwise payable by the Borrower to the Bank. The Bank may make the necessary currency conversions at its usual
rate of exchange; and / or



 


		(c)	any eventuality (whether or not in relation to the Facility
                                         hereunder), any monies that the Bank may have paid out or remitted to any person on behalf
                                         of or for the Borrower.1 



 


Such debiting shall not be deemed to be a payment
                                         of the amount due (except to the extent of any amount in credit in the Borrower's current account) or
                                         a waiver of any event of default relating to the Facility. If such debiting causes the
                                         Borrower's account to be overdrawn, interest shall be payable accordingly.


 


		16.	Amendments and waivers



 


		16.1	Procedure



 


Any provision of the Agreement may be varied or amended
by the Bank at its sole and absolute discretion by notice to the relevant Borrower, and any such variation or amendment will be
binding on all Parties.


 


		16.2	Waivers and remedies cumulative



 


The Bank’s failure to exercise or delay in exercising
any right, power, privilege or remedy under the Finance Documents will not operate as a waiver or acquiescence, nor will any single
or partial exercise of any right, power, privilege or remedy prevent any further or other exercise or the exercise of any other
right, power, privilege or remedy. The rights, powers, privilege and remedies provided to the Bank in any Finance Document are
cumulative and not exclusive of any rights or remedies provided by law or in equity, by statute or otherwise.


 


		16.3	Deletions, new terms and changes



 


Any additional provision specified in Clause 9 (Additional
Conditions) of the Facility Letter will be incorporated in the Agreement and any provision specified in Clause 9 (Additional
Conditions) of the Facility Letter as a provision which should be amended or deleted in the Master Credit Terms (Uncommitted)
will be amended or deleted accordingly.


 


		17.	Changes to the parties



 


		17.1	Assignments and transfers by any Borrower



 


No Borrower or any other Obligor is entitled to assign,
transfer or novate any of its rights and obligations under the Finance Documents without the Bank's prior written consent.


 


		17.2	Assignments and transfers by the Bank



 


		(a)	The Bank may at any time assign or transfer any of its rights and obligations (in full or in part) under any Finance Document
to any other person or change its lending office without the prior consent of or any notice to the Obligors.



 


		(b)	The Borrower agrees that the Bank (or any nominee of the Bank) may retain any Security Interest created (or any part thereof)
in trust and for the benefit of such assignee (and upon part assignment, in trust and for the benefit of both the Bank and such
assignee on a pari passu basis), without the consent of or notice to the Borrower. Upon any such transfer or assignment as contemplated
herein, the assignee and the Bank, as the case may be, will be entitled to take any action, including recovery and enforcement
of the Bank's rights, in its own name. The Borrower shall continue to be bound by the terms of the Finance Documents notwithstanding
such transfer or assignment



 


		(c)	Participation: The Borrower gives its unconditional
                                         consent that the Bank shall be entitled to shift, at its discretion, without notice to
                                         the Borrower, from time to time a part or portion of the outstandings in the limit/s
                                         of the Facility (“the Participation”) to one or more scheduled commercial
                                         banks (“Participating Banks”) and such Participation’s shall
                                         be governed by the terms of the UNIFORM CODE GOVERNING INTER BANK PARTICIPATIONS, 1988
                                         and all amendments thereto, from time to time. Such Participation shall not affect the
                                         rights and obligations, inter-se, the Borrower and the Bank in respect of the Facility,
                                         in any manner whatsoever. Such Participation shall be available to the Bank, for and
                                         in respect of all additional/ further limits under the Facility, without any confirmation/
                                         consent of or any reference to the Borrower in that behalf. The Borrower shall not have
                                         and shall not claim any privity of contract with any such Participating Banks under the
                                         Participation and the Bank shall and shall continue to represent the Participating Banks
                                         in all respects and for all matters arising out of/relating to the Participation.



 


		(d)	Inter-branch Transfer: The Borrower hereby agrees that
                                         the Bank shall be at liberty to transfer the Facility / account of the Borrower from
                                         one branch to another branch of the Bank as per the administrative convenience of the
                                         Bank. The Borrower hereby agrees and confirms that such transfer of the Facility / account
                                         shall not be considered as closed and all the Finance Documents will continue unaffected
                                         until all the amounts remaining unpaid under the Facility / account so transferred to
                                         the other branch are repaid in full.



 


		18.	Disclosure of
information



 


The Bank will keep information provided by, or relating
to, any Borrower confidential except that the Bank may disclose such information:


 


		(a)	to any of the Bank's Affiliates;



 


		(b)	to any of the Bank's or the Bank's Affiliates’ service providers, insurers or insurance brokers or professional advisers,
who are under a duty of confidentiality to the discloser to keep such information confidential;



 


		(c)	to any actual or potential participant, sub-participant or transferee of the Bank's rights or obligations under any transaction
between the parties (or any of its agents or professional advisers) and any other person in connection with a transaction or potential
transaction between the parties;



 


		(d)	to any rating agency, or direct or indirect provider of credit protection;



 


		(e)	as required by law or any Authority; and



 


		(f)	to the Credit Information Bureau (India) Ltd. and any other agency authorised in this behalf by the Reserve Bank of India or
any other regulatory authority, which may use, process, disclose and furnish the said information disclosure by the Bank in any
manner as deemed fit by them.



 


 






1 This has been drafted to cover SCB India in
the event of the latter paying out monies to the sellers due to intra-day mismatch arising under Buyers Credit Facility/ies.
This should be included if Payment Undertaking Facility is being offered by SCB India to the Borrower.


 


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		19.	Set-off



 


The Bank may set off any obligation due from a Borrower
or the Borrower’s Affiliates under the Finance Documents against any obligation owed by the Bank or the Bank's Affiliates
to that Borrower or the Borrower's Affiliates, 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. For the purposes of this Clause, “obligation” includes any
obligation whether matured or unmatured, actual or contingent, present or future. If the amount of any such obligation is unascertained,
the Bank may estimate the amount for the purposes of the set-off.


 


		20.	Liens



 


In addition to all liens upon, and rights of set off
against the monies, securities or other property of each Borrower given to the Bank by law, the Bank shall have a lien upon and
a right of set off against, all monies, securities and other property of each Borrower now or hereafter in the possession of or
on deposit with the Bank, whether held in a general or special account or deposit, or for safe keeping or otherwise; and every
such lien and right of set off may be exercised without demand upon or notice to the relevant Borrower. No lien or right of set
off shall be deemed to have been waived by any act or conduct on the part of the Bank, or by any neglect to exercise such right
of set off or to enforce such lien, or by any delay in so doing and every rights of set off and lien shall continue in full force
and effect until such rights of set off or lien is specifically waived or released by an instrument in writing executed by Bank.


 


		21.	Regulatory Declarations



 


		21.1	For the purposes of this clause:



 


“Directors of the Bank” means and
includes the Chief Executive Officer (CEO) and the top most officers of Business and Credit (presently the business head and credit
head).


 


“directors of other banks” includes
(apart from directors of commercial banks) directors of Scheduled Co-operative Banks, the directors of their Subsidiaries / trustees
of mutual funds / venture capital funds.


 


“relative” means a person’s
spouse, father, mother (including step-mother), son (including step-son), son’s wife, daughter (including step-daughter),
daughter’s husband, brother (including step-brother), brother’s wife, sister (including step-sister), sister’s
husband, brother (including step-brother) of the spouse and sister (including step-sister) of the spouse.


 


“Specified Senior Officer” means
and includes the top most senior officer (presently the business head and credit head) and his / her immediate next lower level
officer in credit and business functions of the Bank.


 


“Substantial interest” shall have
the same meaning assigned to it in Section 5(ne) of the Banking Regulation Act, 1949.


 


		21.2	By signing this Agreement the Borrower hereby declares as follows:



 


		(a)	at the date hereof none of the “Directors of a Bank” or their relatives, is interested in the Borrowers as a partner
or in their subsidiary or holding company as director, managing agent, manager, employee or guarantor or holder of substantial
interest, as the case may be;



 


		(b)	at the date hereof none of the directors or relative of a director of other banks, is a relative of the Borrowers or is interested
in the Borrowers as partner, director or guarantor or holder of substantial interest, as the case may be; and



 


		(c)	at the date hereof, the Borrower and none of its directors or partners is a relative of any “Specified Senior Officer
of the Bank” or “Specified Senior Officers” or his/her relatives, is interested in the company as partner, director
or guarantor or holder of substantial interest, as the case may be.



 


		(d)	no Borrower nor any of its current or future directors / promoters / guarantors / associate concerns / partners / coparceners
(as the case may be) is or shall be:



 


		(i)	on the Export Credit Guarantee Corporation's (ECGC's) specified approval list; or



 


		(ii)	convicted under the provisions of Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974; or



 


		(iii)	on Reserve Bank of India's defaulters / caution list; or



 


		(iv)	on the Bank’s defaulter list.



 


In the event that the below negative confirmations/
declarations are not true, then each Borrower shall provide a written declaration with details of such relationship to the Bank.
If the details of such declaration change during the term of the Facility then, the relevant Borrowers shall promptly provide a
written declaration to the Bank of any such changes for the Bank to consider the same.


 


		21.3	Each Borrower shall promptly give written notice to the Bank of all litigations affecting any Obligor including, its directors,
partners, etc as the case may be which have been initiated by any other financial institution and / or bank (“FI Litigations”),
and to procure the delivery of such notice to the Bank from the Borrower. Further, each Borrower shall provide complete details
of all such FI Litigations which are current, proposed, pending, continuing or threatened against any Obligor its directors, partners,
etc in accordance with the regulations issued by Reserve Bank of India, from time to time.



 


		21.4	Each Borrower has duly paid and shall continue to pay, on timely basis, all statutory dues, including without limitation, statutory
dues under The Employees' Provident Funds and Miscellaneous Provisions Act, 1952. Each Borrower shall provide, on annual basis
or as required by the Bank, a certificate from its auditors certifying that all statutory dues, including without limitation, statutory
dues under The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 have been duly paid by each Borrower.



 


		21.5	Each Borrower must not use all or any part of the Facility for investment(s) into capital market oriented mutual fund schemes
including, without limitation, equity / real estate mutual funds.



 


		22.	Notice



 


		22.1	In writing



 


Any communication made in connection with the Finance
Documents, including any demand made under the Agreement, must be in English and in writing and may be made by email, fax or letter.


 


		22.2	Contact details



 


Contact details are as otherwise notified to the other
Party by not less than five Banking Days’ notice.


 


		22.3	Effectiveness



 


		(a)	Any communication or document made or delivered to an Obligor in connection with the Finance Documents will only be effective:



 


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		(i)	if by way of fax, at the time shown on the transmission report as being successfully sent;



 


		(ii)	if delivered personally, at the time of delivery;



 


		(iii)	if sent by post, six (6) Banking Days after posting; and



 


		(iv)	if sent by email, at the time sent by the Bank.



 


		(b)	Any communication or document given to the Bank will be effective only when actually received by the Bank.



 


		(c)	Any communication or document given under paragraph (a) above but received on a non Banking Day or after business hours in
the place of receipt, will only be deemed to be given on the next Banking Day in that place.



 


		23.	Partial
                                         invalidity



 


If any provision of the Finance Documents is or
becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of
any other jurisdiction will in any way be affected or impaired.


 


		24.	Entire Agreement



 


The Finance Documents constitute the entire agreement
between the Parties about its subject matter and replace all previous agreements between the Parties on that subject matter. None
of the Borrowers have relied on any oral or written representation or warranty made, or purportedly made, by or on the Bank's behalf
except as set out in the Finance Documents.


 


		25.	Counterparts



 


Each Finance Document may be executed in any number
of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of that Finance Document.


 


		26.	Governing law and jurisdiction



 


The Agreement and all non-contractual obligations
arising in any way out of or in connection with the Agreement are governed by Indian law and each Borrower irrevocably submits
to the non-exclusive jurisdiction of the courts of the Jurisdiction (as defined in the Facility Letter). This shall not however
limit the rights of the Bank to take proceedings in any court of competent jurisdiction.


 


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APPENDIX 1


 


Trade Finance Facility


 


Trade Finance Group All


 


		·	Negotiation of export credit documents with discrepancies on a with
recourse basis



 


Trade Finance Group 1


 


		·	Purchase of documents against payment bills with title documents on
parties acceptable to the Bank on a with recourse basis



 


		·	Purchase of documents against acceptance bills with ECA/approved Insurance
cover on a with recourse basis



 


		·	Issuance of back-to-back letters of credit



 


		·	Issuance of import letters of credit



 


- sight and usance


 


- with title documents


 


		·	Loan against import



 


Trade Finance Group 2


 


		·	Purchase of documents against acceptance bills without ECA/approved
insurance cover on a with recourse basis



 


		·	Purchase of documents against payment bills without title documents
on parties acceptable to the Bank on a with recourse basis



 


		·	Issuance of quasi back-to-back letters of credit - without title documents
(i.e. Import letter of credit supported by export letter of credit acceptable to the Bank)



 


		·	Issuance of import letters of credit



 


- sight and usance


 


- without title documents


 


		·	Shipping guarantees



 


Trade Finance Group 3


 


		·	Pre-shipment loan - i.e. packing credit



 


		·	Purchase of clean (non-documentary) bills of exchange on a with recourse
basis



 


		·	Purchase of clean (non-documentary) promissory notes on a with recourse
basis



 


		·	Acceptance of drafts under import letters of credit



 


		·	Release of documents against acceptance supported by trust receipts



 


		·	Loans against trust receipts



 


		·	Import loans



 


		·	Import invoice financing     ]       unless
specified in



 


		·	Export invoice discounting ]       the
Facility Letter.



 


		·	Red clause letters of credit  ]



 


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