Matters That Have Either Been Already Decided

Terms and conditions for Import Letter of Credit 1. The documents and the goods and all proceeds of sale and of insurance, and all your rights as unpaid sellers, shall be pledged to the Bank and be security to the Bank for all obligations and liabilities incurred by it or its correspondents in connection with the Letter of Credit (the "Credit") and for all disbursements in connection with the goods (which you hereby authorise the Bank to pay for your account) and, to the fullest extent permitted by law, all your other liabilities to the Bank present and future. 2. You will keep the goods fully insured and in the event of your failing to do so the Bank may (but shall not be obliged to) insure the goods at its discretion and at your expense, and the Bank may debit your account with the cost of so doing. 3. The Bank may on payment debit your account with all sums paid in connection with the Credit or the goods and any commission and interest or at any time if it thinks fit with the whole or part of the amount of the Credit. You will place the Bank in funds on demand to meet such debits and at the latest three days before the due date (or earlier if required by the Bank) to meet any acceptances or deferred payment undertakings. 4. In the case of a Credit in a currency other than UAE Dirhams, the Bank may, unless you have agreed other settlement arrangements with it, pass any such debits in UAE Dirhams at the Bank's rate of exchange ruling when it passes such debit or, if passed after payment, at the Bank's rate ruling when it receives advice of payment. 5. In the event of default the Bank may at any time (whether before or after arrival) sell the documents or goods and it may debit your account with any shortfall. You will indemnify the Bank against all claims, demands, costs, charges and expenses which may be brought or preferred against the Bank or which it may incur arising out of or in connection with the Credit unless directly due to its negligence or default. 6. The Bank's rights against you shall not be affected by, and the Bank and/or its correspondents shall not be responsible for any loss or damage to the goods however or whenever caused, their quantity, quality or condition or their detention by any person for whatever reason, the loss, validity, sufficiency, genuineness or accuracy of the shipping, insurance or any other documents or failure for any reason by the Bank, its correspondents or any other person to store, protect or insure the goods, and all acts and omissions of the

drawers and/or vendors and/or the Bank's correspondents and/or any other person shall be at your risk. 7. The Bank may arrange for the Credit to be issued by its correspondent bank. If the Bank elects to do so, the Bank will retain full responsibility for the Credit as between the Bank and you, and the respective rights and obligations of the parties will be the same as if the Bank had issued the Credit itself. 8. You will sign or execute and deliver any transfer, deed or other document which the Bank may reasonably require from you to obtain possession of or perfect its title to the goods and/or to deliver the goods or vest the goods in any purchaser(s) from the Bank, or otherwise for the recovery of any proceeds of sale or insurance. 9. If the Credit is revocable it may be cancelled by the Bank at any time, but cancellation by the Bank shall be without prejudice to your and the Bank's respective obligations as regards any bills (or documents) negotiated or accepted or payments made there under or (where the Credit is available by deferred payment) documents taken up before notice of such cancellation has been received at the place where the Credit is available. 10. All teletransmission messages in connection with the Credit shall be dispatched at your risk and cost and (save where it is directly due to the Bank's negligence or default) the Bank shall not be responsible for any loss caused by mistakes, mutilations or omissions in their transmission, coding or decoding or interpretation when received or by delay on the part of the teletransmission companies and/or operators. 11. If two or more parties sign this document the obligations hereunder are joint and several. 12. The Credit requested by this application is intended to be and will be enforceable by the Beneficiary and any other parties to it according to its terms and conditions. Otherwise, neither this application nor the Credit is intended to confer any benefit on, or to be enforceable by, any third party. 13. The Credit is to be subject to the "Uniform Customs and Practice for Documentary Credits", 2007 Revision, International Chamber of Commerce Publication No. 600 and Reimbursement Authorities issued, if any, will be subject to the "Uniform Rules for Bank-to-Bank Reimbursements under Documentary Credits", International Chamber of Commerce Publication No. 525. 14. Bank Notwithstanding anything to the contrary in these terms and conditions a customer of Lloyds TSB Bank plc shall be (and shall be

deemed to be) entering into a contract with Lloyds TSB Bank plc, a customer of Lloyds TSB Scotland plc shall be (and shall be deemed to be) entering into a contract with Lloyds TSB Scotland plc and a customer of Lloyds TSB Offshore Limited shall be (and shall be deemed to be) entering into a contract with Lloyds TSB Offshore Limited and all references in these terms and conditions to the "Bank", "us", "we", "Lloyds", "Lloyds Bank" and "Lloyds TSB Bank plc" shall be construed accordingly to give full effect to this clause. 15. Choice of Law 15.1 Subject to clauses 15.2 and 15.3 below, unless otherwise expressly agreed by the parties in writing, these terms and conditions and all matters arising out of or in connection with these terms and conditions shall be, without regard to principles of conflict of laws, subject to and governed by the laws of the Emirate of Dubai, United Arab Emirates and the courts in the Emirate of Dubai, United Arab Emirates shall have the non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with these terms and conditions. 15.2 The parties agree that the Bank may, upon giving 30 days' prior notice to you (which the parties hereby acknowledge will be (and will be deemed to be) properly given, if the Bank places the notice on the website through which you access your account or by any other means that the Bank deems appropriate), elect that these terms and conditions and all matters arising out of or in connection with these terms and conditions shall, from the date of these terms and conditions, be subject to the laws of any one of the following countries: Kingdom of Saudi Arabia, State of Qatar, Sultanate of Oman, State of Kuwait, Kingdom of Bahrain or a jurisdiction which is in some way connected to the subject matter of these terms and conditions ("Nominated Jurisdiction") and/or that the courts of a Nominated Jurisdiction will have jurisdiction over these terms and conditions and all matters arising out of or in connection with these terms and conditions. 15.3 If the Bank makes an election pursuant to clause 15.2 then, without prejudice to the matters that have either been already decided by a court or are being considered by a court with competent jurisdiction and without prejudice to the Bank's continuing or accrued rights under these terms and conditions, all matters arising out of or in connection with these terms and conditions shall be decided by reference to the laws and/or by the courts of the jurisdiction notified by the Bank to you. 15.4 By using the product and/or service comprised in these terms and conditions you agree to be bound by these terms and conditions in their entirety and, in particular, agree that this clause

15 is reasonable bearing in mind the nature of the product and/or service provided to you by the Bank. 16. Severance 16.1 If any clause or part of these terms and conditions is found by a court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision shall, to the extent required, be severed from these terms and conditions and will be ineffective without, as far as possible, modifying any other provision clause or part of these terms and conditions and this will not affect any other provisions of these terms and conditions which will remain in full force and effect. 16.2 If any term of these terms and conditions that the Bank considers to be material is deemed to be illegal, invalid or unenforceable, then the parties shall co-operate with each other to incorporate a term into these terms and conditions that complies with the applicable law and as far as possible achieves the same purpose as the aforementioned illegal, invalid or unenforceable term. 17. Further Assurance You shall do and procure the doing of all things that the Bank considers necessary to give full effect to the provisions of these terms and conditions, including without limitation to the generality of the foregoing, executing all security and other documents requested to be executed by the Bank from time to time transferring possession of title and other documents to the Bank, assisting to register and uphold the Bank's interests and rights in and to all goods, documents and things over which security is taken or purported to be taken by the Bank from time to time and execute and return all amended versions of these terms and conditions to the Bank as requested by the Bank.