CLAD/AD-46/01-16E Page 1 of 30 v.20160101 GENERAL TERMS AND CONDITIONS FOR GENERAL BANKING FACILITIES 1. Definitions 1.1 In these General Terms and Conditions and in the Facility Letter, unless the context otherwise requires, the following expressions shall have the following meanings : “Bank Group Member” means the Banks ultimate holding company, any subsidiary and affiliate of the Bank or of its ultimate holding company and all associated companies (being companies in which an equity interest is held by the foregoing); “Business Day“ means a day (except Saturdays, Sundays and public holidays) on which the Bank is open for business in Hong Kong and if applicable, in the principal financial centre of the country of the currency of the relevant Facility; “Default Rate“ means a rate of interest, as determined by the Bank from time to time, charged on any unpaid liabilities when due or on demand, or any amount in excess of any facility limits; “Facility“ means all banking or credit facilities (or any part thereof) from time to time made or to be made available by the Bank to the Borrower; and references to “each Facility“, “the relevant Facility“, “any Facility“ and “no Facility“ shall mean any such banking or credit facility as the context requires; “Facility Letter“ means the facility letter(s) or loan agreement(s) (including all its (their) schedules and appendices) entered into between the Bank and the Borrower in relation to the Facility, as amended, varied, supplemented and/or replaced from time to time; “the Facility Letter“, where the context requires, means any Facility Letter or all the Facility Letters; “General Terms and Conditions“ means these General Terms and Conditions for General Banking Facilities as amended and in force from time to time; “Hong Kong“ means the Hong Kong Special Administrative Region of the Peoples Republic of China; “Hong Kong Dollar Prime Rate“ means the annual interest rate representing the Banks best lending rate for loans in Hong Kong Dollars designated by the Bank from time to time; “HIBOR“, in relation to any interest period for the Loan, means the annual interest rate applicable in respect of that interest period, determined by reference to such page on the Reuters screen as the Bank determines at its absolute discretion (or its functional equivalent designated by the Bank) at or about 11:00 a.m. on the first day of the relevant interest period; “Instalment Payment Date“ means any day on which a repayment instalment of the Loan falls due; “LIBOR“, in relation to any interest period for the Loan, means the annual interest rate applicable in respect of that interest period, determined by reference to such page on the Reuters screen as the Bank determines at its absolute discretion (or its functional equivalent designated by the Bank) at or about 11:00 a.m. (London Time) One London banking day (i.e. a day on which banks in London are open for business) prior to the first day of the relevant interest period; “Liabilities“ means the total from time to time of all indebtedness owed by the Borrower to the Bank, whether under a Facility Letter or otherwise; “Loan“ means, as the context requires, a drawing of principal under the Facility or the aggregate outstanding principal amount in any currency (or currencies) of all such drawings from time to time; CLAD/AD-46/01-16E Page 2 of 30 v.20160101 “Privacy Notice“ means the Banks Notice to Customers and Other Persons relating to the Personal Data (Privacy) Ordinance as revised/supplemented by the Bank and circulated to its customers and other persons from time to time; and “US Dollar Prime Rate“ means the annual interest rate representing the Banks best lending rate for loans in US Dollars designated by the Bank from time to time. 1.2 Where appropriate in these General Terms and Conditions and in the Facility Letter: (i) the use of any gender shall also include the other genders; (ii) the use of the singular shall include the plural and vice versa; (iii) and where the context so admits, the expression “Borrower“ shall also include its legal representatives, successors and permitted assigns and persons deriving title under the Borrower; the expression “Bank“ shall include its successors and assigns and any of its branches and persons deriving title under the Bank; (iv) the “dissolution“ of a person also includes the winding-up, liquidation or bankruptcy of that person, and any equivalent or analogous procedure under the law of any jurisdiction in which that person is incorporated, domiciled, or resident or carries on business or has assets; (v) “including“ and any similar expression shall be deemed to mean “including without limitation“; (vi) “indebtedness“ includes any obligation (whether present or future, actual or contingent, secured or unsecured, joint or several, as principal, surety or otherwise) relating to the payment of money; (vii) the expression “person“ shall mean and i