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    ICICI BANK LIMITED (ALL-INDIA) STANDARD TERMS AND CONDITIONS GOVERNING OVERDRAFT AGAINST SALARY ACCOUNT (“FLEXICASH”) (“FACILITY”)

    These Standard Terms and Conditions (“Terms”, “Standard Terms” or “Terms and Conditions”) shall govern the Facility applied for and availed by the Borrower from ICICI Bank Limited (“ICICI Bank” or the “Bank”) through: (a) submission of the Application Form on its official website available at www.icicibank.com ; or ICICI Bank’s mobile-based application or any other digital platform made available by ICICI Bank, whether through an arrangement with a third party or otherwise (“Portal”/”Platform”); or (b) submission of the Application Form by the Borrower at any branch of ICICI Bank. These Standard Terms and Conditions shall be read and construed as part of the Application.

    By applying for the Facility through submission of physical Application Form or through the Portal by clicking on ‘Accept’/’Agree’ and proceed’ icon/button; and/or by submitting one-time password received on the Borrower’s registered mobile number and/or by affixing electronic signature or digital signature, the Borrower confirms that:

    1. The Borrower has read and understood the Key Fact

    Statement (KFS) / Most Important Terms and Conditions (MITCs) / Sanction Letter and Standard Terms and Conditions governing the Facility as displayed on the Portal at the time of applying for the Facility. The Borrower agrees to terms and conditions as specified in the aforesaid documents as may be revised by ICICI Bank from time to time and may be updated on the Website.

    1. The Borrower has authorized ICICI Bank to access / receive the information relating to the Borrower from the Goods and Services Tax Network (GSTN), income tax authorities, credit bureaus, Unique Identification Authority of India (UIDAI) or other similar system for the purposes of completing the Application Form; and

    In case of any inconsistency between the Application Form, KFS/ MITCs/ Sanction Letter and the Standard Terms, the terms of the Facility set forth in the KFS/MITCs of the Facility shall prevail.

    1. In these Standard Terms and Conditions, the following expressions shall, if used with initial capitalization, have the meanings set out below:

    1. “Application Form” means the preliminary application form (if any), credit facility application form(s) (whether generated/submitted digitally through the Portal/Website or submitted physically) and includes all information submitted by the Borrower to ICICI Bank for applying for and availing the Facility.

    2. “Borrower/s” shall mean and refer to, jointly and severally, the applicant and co-applicants (if any) who has/ have been sanctioned and granted the Facility by ICICI Bank based on the Application submitted by such applicants and co-applicants to ICICI Bank for availing of the Facility.

    3. “Borrower’s Dues” shall mean and include the outstanding principal amount of the Facility, interest on the Facility, Penal Charges, fees, costs, stamp duty, all applicable charges and liabilities of any kind whatsoever payable by Borrower to ICICI Bank in connection with the Facility and/or in accordance with the Transaction Documents.

    4. “Business Day” for the purposes of the transaction documents, means a day on which the relevant office of the Bank or such other office as may be notified by the Bank to the Borrower, is open for normal banking transactions.

    5. “Due Date” shall mean each such date on which any amount in respect of the Borrower’s Dues, is demanded by ICICI Bank or is otherwise payable in terms of the Transaction Documents fall due as specified in the Application form or KFS/MITC or such other communication as may be made by ICICI Bank to the Borrower.

    6. “Facility” means the amount of the overdraft sanctioned / granted by ICICI Bank to the Borrower, pursuant to the Application which may include either drop line overdraft facility (“DLOD”) wherein the amount of Overdraft Limit shall be reduced every year or fixed overdraft facility (“OD”) wherein the amount of Overdraft Limit remain constant till the end of the tenure of the facility unless modified by ICICI Bank before.

    7. “Indebtedness” means the indebtedness of the Borrower at any time, in respect of monies borrowed, contracted or raised or liabilities of any nature contracted by the Borrower in any manner whatsoever (including under guarantees, indemnities, acceptance, credits, deposits, hire-purchase and leasing).

    8. “Interest Period” means the period commencing from the second day of the month and ending on the first of the immediate subsequent month, provided however, that the first interest period shall commence from the date the overdraft account is opened and end on the first day of the immediate subsequent month and last interest period shall commence from second day of the month when the Facility has been repaid in full and end on the date of closure of the overdraft account.

    9. “Interest Rate” shall mean the rate at which the Bank shall compute and apply interest on the Facility as more particularly set out in the Application Form / KFS/ Sanction Letter or as modified by the Bank from time to time at its discretion

    10. “Material Adverse Effect” shall mean any event or circumstance which is likely to have an adverse effect on (i) the ability of the Borrower to perform or comply with any of the obligations under Transaction Documents; or (ii) prejudicial to businesses or financial condition of the Borrower or any obligor who is party to any Transaction Document.

    11. “Material Terms” with respect to the Facilities, means the provisions relating to:-(i) the payment/repayment obligation (including principal, interest, fees, charges) of the Borrower under the Facility; (ii) creation/perfection/furnishing of securities in terms of Transaction Documents; (iii) any credit support (including, without limitation, any guarantee or indemnity) provided / agreed to be provided in relation to the Facility (iv) compliance with financial covenants, security related covenants and information covenants; and (v) end use of the Facility.

    12. “Key Fact Statement” or “KFS” or “Most important Terms and Conditions” or “MITC” shall collectively mean the most important terms of the Facility, including the loan amount/overdraft limit, interest rate, Penal Charges, tenor, repayment schedule and other terms of the Facility. These terms may be communicated to the Borrower through web links over email / short message services (SMS), web links, Website or by other means of physical or electronic communication.

    13. “Loan Terms” shall mean all terms and conditions governing the Facility including but not limited to the Standard Terms those forming a part of KFS/ MITC/ Material Terms and/or the terms agreed to by the Borrower/s in the Application Form (if applicable) and Transaction Documents (defined below).

    14. “Operative Limit” shall mean the maximum amount that the Borrower may drawdown under to the Overdraft Limit which shall under no circumstances exceed the maximum Overdraft Limit.

    15. “Overdraft Limit” shall mean the maximum overdraft limit sanctioned /granted by ICICI Bank to the Borrower under the Facility and as may be modified from time to time

    16. “Penal Charges” means an additional charge payable by the Borrower(s) to the Bank in case of breach of any Material Terms.

    17. “Standard Terms and Conditions” shall mean the terms and conditions set out herein for the grant of the Facilities (regular & preapproved) as amended/updated from time to time on the Website/ Portal, as the case may be.

    18. “Transaction Documents” include all writings and documents executed or to be executed by the Borrower or shared by ICICI Bank with the Borrower or any other person in relation to the Facility in each case whether digitally or physically), including the Application, KFS/MITCs, welcome letter (if any), applicable Standard Terms and Conditions on the Website, as amended from time to time.

    In the event of any disagreement or dispute between ICICI Bank and the Borrower regarding the materiality of any matter including of any event, occurrence, circumstance, change, fact, information, document, authorisation, proceeding, act, omission, claims, breach, default or otherwise, the opinion of ICICI Bank as to the materiality of any of the foregoing shall be final and binding on the Borrower.

    All capitalized terms used herein but not defined shall have the respective meanings assigned to them in the other Transaction Documents.

    2. The Borrower shall submit to the Bank a duly filled in Application Form for the Facility. The Bank shall be entitled, at its sole discretion, to accept or reject such Application as may be submitted by the Borrower.

    3. The Borrower shall be deemed to have unconditionally agreed to and accepted the Loan Terms and made representations by signing the Application. The Borrower shall use the Facility only for the permitted activities under the Foreign Exchange Regulations and not for the purpose of re-lending or carrying on agricultural / plantation activities or investment in real estate business or for either arbitrage or speculation or investment in capital markets.

    4. (i) The limit under the Facility shall be credited/ set up in the overdraft account of the Borrower. The Borrower agrees that at no point of time the withdrawal from the overdraft account shall exceed the Overdraft Limit as set out in the Transaction Documents. All outstanding amounts of interests, charges and other monies in respect of the overdraft Facility, whether debited to the overdraft account or not, shall also be included in determining the availability of the Overdraft Limit.

    (ii) Borrower shall, unless otherwise agreed to by the Bank, repay the Facility and pay all interest, costs, charges, expenses and monies whatsoever stipulated in, or payable in respect of the Facility on demand and in accordance with the Loan Terms specified in the Transaction Documents. Notwithstanding anything contained herein or any other Transaction Documents ICICI Bank may at its sole discretion reduce, cancel, suspend or withdraw, in whole or in part, the Facility, whereupon all outstanding amounts under the Facility shall become immediately due and payable as soon as the ICICI Bank notifies you of the same. Upon suspension, withdrawal or non-renewal of the Facility, the Bank may, at its sole discretion, close the loan account(s) linked to the Facility.

    (iii) The Bank may, on such terms and conditions as the Bank may deem fit, agree to the Borrower’s request for enhancement or decrease in the aforesaid limits.

    (iv) The Bank may at the specific request of the Borrower and at its own discretion, allow drawals beyond the aforesaid limits for such period as may be permitted by the Bank. Provided, further, the grant of such excess drawings to the Borrower shall be liable to be suspended / discontinued / revoked by the Bank without any notice to the Borrower. The Borrower shall repay all such excess drawings on demand unless otherwise specified by the Bank. Till repayment of such excess drawings, the excess drawn amounts shall carry interest at the applicable Interest Rate as specified in the Application and set out in the KFS. All the Loan Terms under the Transaction Documents will extend to such excess drawings.

    (v) The Borrower shall be entitled to seek drawals under the Facility; provided the Borrower complies with the Loan Terms and the other Transaction Documents and there being no subsisting Event of Default. (vi) During the subsistence of the Facility if the Borrower changes his status to a non-resident, the Bank may at its sole discretion allow continuance of the Facility or suspend/cancel the Facility whereupon the Borrower shall repay the outstanding amount of the Facility, and any interest accrued thereon against the Facility.

    5. (i) The Facility may be drawn out of the account from time to time / disbursed in instalments.

    (ii) The aforesaid drawals shall be utilised by the Borrower exclusively for the purpose, and the Borrower shall, if the Bank so desires, furnish a certificate and/ or such other valid proofs (including without limitation valid invoices, bills, receipts, acknowledgements, etc.) to the satisfaction of the Bank, in the format and manner acceptable to the Bank, affirming that the Facility has been utilized for the purpose. If for any reason the Borrower finds itself unable to comply with this condition, it shall immediately inform the Bank in writing of the same and the reasons there for and shall, unless otherwise agreed to by the Bank, repay forthwith the outstanding balance of the Facility together with interest and all other monies payable in respect thereof.

    (iii) In the event any monies are remaining due and payable by the Borrower to the Bank, whether under the Transaction Documents or otherwise, the Bank may, at its sole discretion, reduce the available limits under the Facility and all such adjustments shall be treated as drawals by the Borrower.

    6. (i) The Borrower shall pay to the Bank interest and all other charges on the amounts outstanding from time to time under the Facility at the rates specified in the Application and as set out in KFS, the Terms or at such other rate(s) as may be decided by the Bank from time to time, at its sole discretion. The Facility shall expire at the end of the validity period. Interest on the above Facility will be levied at monthly intervals on the outstanding amounts. The interest at the applicable interest rate shall be debited at the 2nd day of each month for the Interest Period and shall be serviced/ paid by the Borrower when debited to the current account. If the interest debit date falls on a day which is not a Business Day, the interest shall be debited to the account on the next Business Day. The Borrower shall be liable to pay interest on overdraft Facility on daily outstanding balance in the said overdraft account and be calculated on the basis of the actual number of days elapsed.

    (ii) The interest payable by the Borrower shall be subject to the changes based on guidelines / directive issued by Reserve Bank of India (“RBI”) to banks from time to time. The Bank is obliged to give effect to any revision of interest rates, whether upwards or downwards, on all existing advances / financial assistances as per the RBI guidelines / directive.

    (iii) The Borrower agrees to repay such interest as and when charged by the Bank. All interest due and remaining unpaid on the Due Date shall be capitalised and added to the unpaid interest and outstanding amount on the Due Date and shall thenceforth carry interest at the applicable interest rate on a compounding basis payable on the aggregate amounts then due till the amount is paid/repaid. In the event any amount due under the Facility remains unpaid on the Due Date or commits breach of any of the Material Term(s) of the Facility, the Bank shall have the right to levy and recover Penal Charges, at its sole discretion, at the rate specified in the Application/KFS. Upon levy of such Penal Charges, the Borrower shall pay the said Penal Charges along with applicable Goods and Service Tax (GST), other taxes (of any description whatsoever), charges and penalties which may be payable pursuant to applicable laws, from time to time, in relation to the Facility

    (iv)In the event the Borrower fails to repay the outstanding amounts, the Borrower hereby irrevocably authorizes the Bank to appropriate the balance in the savings bank /salary account and or any Fixed Deposit/ Recurring Deposit for re-payment of the outstanding Facility including interest charges, even before maturity of the Fixed Deposits/ Recurring Deposit. The Borrower agrees that the Bank shall not be liable for any loss of interest payable on such deposit due to liquidation before the maturity date.

    (v) Interest on the outstanding amounts under the Facilities / other charges when debited to the relevant overdraft account by the Bank, shall be calculated on the daily debit balance of such Account.

    (vi) The Borrower agrees that the Bank may suspend usage of the sanctioned limits in the event the Borrower is declared a wilful defaulter under the applicable RBI regulations and guidelines.

    In addition, upon the Borrower failing to pay any amount in respect of the Facility on respective Due Date, ICICI Bank shall be entitled to put a debit freeze and mark a lien on the overdraft account and linked savings account. Such debit freeze/ lien mark may be lifted by ICICI Bank only upon the Borrower paying such amount along with other charges, interest etc. as may be applicable.

    7. Interest and all other charges shall accrue from day to day and shall be computed on the basis of 365 days a year and the actual number of days elapsed. If the Due Date in respect of any amounts payable under the Facility falls on a day which is not a Business Day at the place where the payment is to be made, the immediately preceding business day shall be the Due Date for such payment.

    8. The Borrower shall bear all interest tax, goods and service tax (GST), all other imposts, duties (including stamp duty and relevant registration and filing charges, if any, in connection with the Facilities) and taxes (of any description whatsoever) as may be levied from time to time by the Government or other authority in respect of or in connection with the Facilities and / or the transaction documents. The Borrower shall also pay all costs, charges, fees, expenses in any way incurred by the Bank, and such stamp duty, other duties, taxes, charges and penalties if and when the Borrower is required to pay according to the laws for the time being in force. In the event the Borrower fails to pay the monies referred to above, the Bank shall be at liberty (but shall not be obliged) to pay the same. The Borrower shall reimburse all sums paid by the Bank in accordance with the provisions contained herein.

    9. All payments by the Borrower in connection with the Facility shall be made free and clear of and without any deduction, except to the extent that the Borrower is required by law to make payment subject to any tax deduction at source under the applicable law. Provided that, all taxes required by law to be deducted by the Borrower from any amounts paid or payable under the transaction documents including but not limited to interest, commission, discount, service and other charges, any fees, shall be paid by the Borrower; and the Borrower shall, within the statutory time frame prescribed under the law or 20 days of the payment being made, whichever is earlier, deliver to the Bank satisfactory evidence in accordance with the prevailing tax laws as may be amended from time to time, that the tax has been deducted at source and duly remitted to the appropriate authority.

    10. The Borrower shall reimburse all sums paid and/or expenses incurred by the Bank (including by or on behalf of their representatives / consultants / appraiser) in relation to the Facilities within 7 Business Days from the date of notice of demand from the Bank. All such sums shall carry interest from the date of payment till such reimbursement at the Interest Rate.

    11. (i) The Bank shall have the paramount right of lien and set-off , irrespective of any other lien or charge, present as well as future on the deposits of any kind and nature (including fixed deposits) held/ balances lying in any accounts of the Borrower/s, whether in single name or joint name(s) and on any monies, securities, bonds and all other assets, documents and properties held by/ under the control of the Bank (whether by way of security or otherwise pursuant to any contract entered/ to be entered into by the Borrower/s in any capacity) to the extent of all outstanding dues, whatsoever, arising as a result of any of the facilities that may be granted by the Bank or services extended to the Borrower/s. The Bank is entitled without any notice to the Borrower/s to settle any indebtedness whatsoever owed by the Borrower/s to the Bank (whether actual or contingent, or whether primary or collateral, or whether joint and/or several) hereunder or under any other document/ agreement, by adjusting, setting-off any deposit(s) and/or transferring monies lying to the balance of any account(s) held by the Borrower/s with the Bank notwithstanding that the deposit(s)/ balances lying in such account(s) may not be expressed in the same currency as such indebtedness. The Bank's rights hereunder shall not be affected by the Borrower/s’ bankruptcy, death or winding-up. It shall be the Borrower/s’ sole responsibility and liability to settle all disputes/ objections with any such joint account holders.

    (ii) In addition to the above mentioned right or any other right which the Bank may at any time be entitled whether by operation of law, contract or otherwise, the Borrower authorises the Bank: (a) to combine or consolidate at any time all or any of the accounts and liabilities of the Borrower with or to any branch of the Bank; (b) to sell any of the Borrower’s securities or properties held by the Bank by way of public or private sale without having to institute any judicial proceeding whatsoever and retain/appropriate from the proceeds derived there from the total amounts outstanding to the Bank from the Borrower/s, including costs and expenses in connection with such sale; and (c) in case of cross currency set-off, to convert an obligation in one currency to another currency at a rate determined at the sole discretion of the Bank.

    (iii) In addition, upon the Borrower failing to pay any amount in respect of the Facility on respective Due Date, ICICI Bank shall be entitled to put a debit freeze and mark a lien on the overdraft account and linked savings account. Such debit freeze/ lien mark may be lifted by ICICI Bank only upon the Borrower paying such amount along with other charges, interest etc. as may be applicable.

    12. (i) On the expiry of the validity period, ICICI Bank may, at the request of the Borrower and at its sole discretion and subject to the terms and conditions set out in the Loan Terms and such conditions as may be stipulated by ICICI Bank, renew the Facility at same level or may reduce the limit for an additional period of 12 months, on a year to year basis, subject to there being no event of default and such other conditions as may be specified by ICICI Bank. Upon renewal of the Facility, ICICI Bank holds the right to revise the applicable rate of interest and charges. Unless the Borrower otherwise agrees, the right of the Borrower to make drawals from the Facility shall cease on the expiry of the validity period of the Facility. In such an event the Account of the Borrower shall be closed and the Borrower shall be sent a notice of closure with the Total Amount Due (along with interest thereon till repayment / payment at the rate/s specified in the Application) which the Borrower shall be liable to pay forthwith, in such manner as may be specified by ICICI Bank..

    (ii) The Bank shall have the sole right to withdraw the Facility any time after the validity period, if the Borrower fails to utilize the same on the renewed terms and conditions as communicated to the Borrower from time to time.

    13. Except to the extent disclosed to ICICI Bank:

    (a) No director, manager, managing agent, employee, guarantor of the Borrower or of the subsidiary of the Borrower, or of the holding company of the Borrower or any person holding substantial interest in the Borrower or a subsidiary or the holding company of the Borrower is a director of ICICI Bank.

    (b) No director or partner or guarantor of the Borrower or any person holding substantial interest in the Borrower is:

    (i) a director of any other banking company (including any scheduled cooperative banks), or a director of any subsidiaries of any banking company (including ICICI bank) or a trustee of mutual funds/venture capital funds set up by any banking company (including ICICI bank).

    (ii) a senior officer of ICICI Bank or a relative of a senior officer of ICICI Bank. (c) No director or partner or guarantor or of the Borrower or any person holding major shares or control in the Borrower or in its holding company or in its subsidiary company is:

    (i) a relative (as specified by RBI) of any director (including chairman and managing director) of ICICI Bank or any other banking company (including scheduled co-operative banks) or a relative of any director of subsidiaries of any banking company (including ICICI bank) or a relative of any trustees of mutual funds/venture capital funds set up by any banking company (including ICICI bank).

    (g) The entry into, delivery and performance by the Borrower of, and the transactions contemplated by, the other Transaction Documents do not and will not conflict: (i) with any law; (ii) with any document which is binding upon the Borrower or on any of its assets.

    14. The occurrence of any one or more of the following events shall constitute an event of default (“Event of Default”):

    (i) Default has occurred in the payment of any monies in respect of the Facility on the Due Dates or in the performance of any Loan Term on the part of the Borrower and/or any other relevant person under the transaction documents.

    (ii) The Borrower has, or there is a reasonable apprehension that the Borrower has, voluntarily or involuntarily become the subject of proceedings under any bankruptcy or insolvency law or if a receiver has been appointed or allowed to be appointed of all or any part of the fixed deposit and/or any other assets of the Borrower, or if an attachment or distraint has been or is likely to be levied on the term deposits and/or any other assets of the Borrower or certificate proceedings have been taken or commenced for recovery of any dues from the Borrower, or if one or more judgements or decrees have been rendered or entered against the Borrower.

    (iii) It is or becomes unlawful for the Borrower to perform any of their respective obligations under the Transaction Documents.

    (iv) The Borrower has been declared a wilful defaulter in accordance with applicable RBI regulations and guidelines.

    On the happening of any Event of Default, the Bank shall, without prejudice to its rights and remedies available under the Transaction Documents and/or applicable laws, call upon the Borrower to make payment of all monies payable in respect of the Facility and/or terminate the Facility or suspend /cancel the Facility and/or be entitled to, lien mark the term deposits, without any notice to the Borrower, and set off / appropriate / adjust such term deposits ..

    15. All expenses incurred by the Bank, whether before or after an Event of Default, has occurred including in connection with: (a) enforcement action against the Borrower or other relevant person, and (b) recovery of outstanding amounts under the Facilities, shall be payable by the Borrower.

    16. The entries made in the accounts / account books / records of the Bank maintained in accordance with its usual practice and in compliance with the statutory requirements and/or a statement signed by the Bank, shall be final and binding on the Borrower. Such entries and/or statement shall be primafacie and conclusive evidence of the existence of amount of the Borrower’s obligations as therein recorded in respect of the Facilities.

    17. (a) (i) The Bank shall, as it may deem appropriate and necessary, be entitled to disclose all or any : (a) information and data relating to the Borrower and/or relevant person; (b) information or data relating to the Facilities or any other credit facility(ies) availed / to be availed by the Borrower and/or relevant person from the Bank; (c) obligations assumed / to be assumed by the Borrower in relation to the Facilities; (d) default, if any, committed by the Borrower in discharge of the aforesaid obligations, to any agency/credit bureau (the “Agency”) authorised in this behalf by RBI; (ii) The Agency so authorised may use, process the aforesaid information and data disclosed by the Bank in the manner as deemed fit by them; (iii)The Agency so authorised may furnish for consideration, the processed information and data or products thereof prepared by them, to banks / financial institutions and other credit grantors or registered users, as may be specified by RBI in this behalf. (iv) The information and data furnished by the Borrower to the Bank from time to time shall be true and correct. (b) In case the Borrower commits a default in payment or repayment of any amounts in respect of the Facilities, the Bank and/or RBI will have an unqualified right to disclose or publish the details of the default and the Borrower’s name, the name of its directors/ partners/member/trustee, including photographs, as the case may be, as defaulters, in such manner and through such medium as the Bank or RBI in their absolute discretion may think fit.

    (b) (i) The Borrower shall not assign or transfer all or any of its rights, benefits and obligations under transaction documents. ICICI Bank may assign its rights and obligations under the transaction documents to any party or its affiliates without the prior permission of the Borrower/Depositor. Notwithstanding any such assignment or transfer, the Borrower shall, unless otherwise notified by the Bank, continue to make all payments under the Facility to the Bank and all such payments when made to the Bank shall constitute a full discharge to the Borrower from all its liabilities in respect of such payments. (ii) Without prejudice to the aforesaid provision, the Bank may (at its sole discretion), without notice to the Borrower and/or any other relevant person, share the credit risk of the whole or a part of the Facilities with any other person by way of participation. Notwithstanding such participation, all rights, title, interests, special status and other benefits and privileges enjoyed or conferred upon or held by the Bank under the transaction documents shall remain valid, effective and enforceable by the Bank on the same terms and conditions and the Borrower and/or all relevant persons shall continue to discharge in full all its / their obligations under the Transaction Documents to the Bank. The Borrower shall not have and shall not claim any privity of contract with such person on account of any reason whatsoever.

    (c) Subject to Clause 19(b) hereof, the Transaction Documents shall be binding upon and enure to the benefit of each party hereto and its respective successors and assigns, heirs, executors, administrators, legal representatives, as the case may be.

    (d) The Application is true and accurate in all material respects, is not misleading and does not omit any material fact, the omission of which would make any fact or statement therein misleading and the other representations and warranties in the Application shall be deemed to form part of the representations and warranties herein made.

    (e) All acts and conditions required to be undertaken, fulfilled or performed, and all authorisations required or essential for the entry and delivery of the transaction documents or for the performance of the Borrower’s obligations in terms of and under the transaction documents have been fulfilled, obtained, effected and performed and are in full force and effect and no such authorisation has been, or is threatened to be, revoked or cancelled, and the Borrower shall not revoke any rights hereby given to the Bank under the Facility during the subsistence of the Facility..

    (f) The transaction documents have been duly and validly executed by the Borrower and each transaction document constitutes or when executed in accordance with its terms will constitute, legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms.

    (g) The entry into, delivery and performance by the Borrower of, and the transactions contemplated by, the other Transaction Documents do not and will not conflict: (i) with any law; (ii) with any document which is binding upon the Borrower or on any of its assets.

    (h) Except to the extent disclosed to the Bank, no litigation, arbitration, administrative or other proceedings are pending or threatened against the Borrower or its assets, which, if adversely determined, might have a material adverse effect.

    (i) Except to the extent disclosed to the Bank : (a) all the Borrower’s contracts or agreements with, or any commitments to, any affiliates or group companies (if applicable) are on arms’ length basis; (b) no director or a relative/near relation (as specified by RBI) of a director of a banking company (including the Bank) or a relative/near relation (as specified by RBI) of a senior officer of the Bank (as specified by RBI) is : a partner of the Borrower, or a trustee, member, director, manager, employee of the Borrower, or of a subsidiary of the Borrower, or of the holding company of the Borrower, or a guarantor on behalf of/for/to the Borrower, or holds substantial interest, in the Borrower or a subsidiary or the holding company of the Borrower.

    (j) Except to the extent disclosed to the Bank, the Borrower has not taken any action, and no other steps have been taken or legal proceedings started by or against it in any court of law / other authorities for his/her insolvency, bankruptcy or similar officer of the Borrower or of any or all if its assets.

    (k) The Borrower undertake(s) and authorize(s) the Bank, its group companies to exchange, share or part with all the information, data or documents relating to his/her application to other ICICI Group Companies / Banks / Financial Institutions / Credit Bureaus / Agencies / Statutory Bodies / Tax authorities / Central Information Bureaus / such other persons as the Bank / its group companies may deem necessary or appropriate as may be required for use or processing of the said information / data by such person/s or furnishing of the processed information / data / products thereof to other banks / financial institutions / credit providers / users registered with such persons and shall not hold the Bank / its group companies liable for use of this information.

    (l) There are no pending dues / disputes / proceedings relating to income tax dues as on date.

    (m) The Borrower shall at its own expense, allow ICICI Bank to appoint auditors (or award a separate mandate to the Borrower’s auditors), chartered accountants, cost accountants, forensic experts or other consultants for carrying out concurrent or special audit or examination of the Borrower, where such audit or examination is required to be conducted pursuant to regulatory requirements.

    (n) The Borrower shall promptly notify ICICI Bank upon being declared a wilful defaulter.

    (o) The Borrower shall comply with such other conditions as may be stipulated by the Bank from time to time on account of requirement of any applicable law.

    18. The transaction documents shall be governed by the laws of India. Any legal action or proceedings arising out of the transaction documents shall be brought in the courts or tribunals at Mumbai in India and the Borrower and the relevant person irrevocably submit themselves to the jurisdiction of such courts and tribunals. The Bank may, however, in its absolute discretion, commence any legal action or proceedings arising out of the transaction documents in any other court, tribunal or other appropriate forum, and the Borrower and the relevant person shall be deemed to have accorded their consent to that jurisdiction. Any provision of the transaction documents which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of prohibition or unenforceability but shall not invalidate the remaining provisions of the transaction documents or affect such provision in any other jurisdiction.

    19. The Bank has the absolute discretion to amend or supplement any of the terms and conditions at any time and will endeavour to give prior notice of fifteen days by email or put up on the website as the case may be for such changes wherever feasible and the Bank shall also be at liberty to absolutely dispense with or release all or any of the security / securities furnished or required to be furnished to secure the Facility. The Borrower agrees that the Borrowers liability and obligations, shall in no manner be affected by any such amendments or release of security, and that no further consent from the Borrower is required for giving effect to any such variation, alteration, modification, waiver, dispensation with, or release of security.

    20. Collections

    ICICI Bank shall be entitled, at the sole risk and cost of the Borrower/s, to engage one or, more person(s) to collect the Borrower/s’ Dues and/or to enforce any security provided by the Borrower/s, and ICICI Bank may (for such purposes) furnish to such person(s) such information, facts and figures pertaining to the Borrowers, the security and/or the Product(s) as ICICI Bank deems fit. ICICI Bank may also delegate to such person(s) the right and authority to perform and execute all acts, deeds, matters and things connected therewith, or incidental thereto, as ICICI Bank deems fit.

    21. Grievance Redressal Mechanism

    ICICI Bank follows a three level grievance redressal mechanism that is available on the website of the Bank. For details, please visit our website www.icicibank.com

    22. The Bank may give notice under these terms and conditions electronically to the registered email address of the Borrower or SMS/text messaging, or in case where Borrower has indicated inclination to be communicated through WhatsApp messaging services (which will be regarded as being in the writing) or in writing by delivering them by hand or by sending them by post to the last address given by the Borrower. Any such notice or other communication will be deemed to be effective: (i) if delivered in person, at the time of such delivery; (ii) if dispatched by post or courier, when recall of the letter is outside the control of the sender; (iii) if sent by email, when such email enters the sent items folders; and (iv) if sent by inapp messages/SMS/text messaging/WhatsApp messaging services, when have been sent irrespective of any telecom service provider delay. No notice or communication to ICICI Bank shall be effective unless actually received and acknowledged by Bank. Notices or communication made to the Borrower postal address or email address or mobile number, as specified in the KFS/MITC, and shall be deemed to be proper and sufficient service, unless the Borrower has duly notified ICICI Bank in writing of any changes to the address, email or mobile number.

    Alternatively, the Bank may also publish notice of general nature, which are applicable to all borrowers of similar credit facilities on its website. Such notice will be deemed to have been served individually to the Borrower and all relevant persons. In case the Borrower wants to give notice to the Bank then it should be given in writing and send the notice by post to its operations office at 3rd Floor, South Tower, ICICI Bank Towers, Bandra Kurla Complex, Bandra, Mumbai 400 051

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