TERMS AND CONDITIONS – FOR LOAN/OD LC/BG/LUT/ BILL DISCOUNTING /EXPORT FINANCE (PRE-

SHIPMENT/POST-SHIPMENT/BOTH) FACILITY AGAINST FD/RD

I. GENERAL
1. These terms and conditions (the “Terms”) apply to and regulate the provision of the Facilities (as defined in the
Application) granted / extended by ICICI Bank Limited (“the Bank”) to its customers (the “Borrower”), against fixed
deposit(s) /recurring deposit (the “Term Deposits”) referred to in the Application (as defined hereinbelow) as also
any future deposit(s) placed by the Depositors with the Bank. Reference to “transaction documents” or
“Transaction Documents” in the Terms shall mean the Application, the Terms, and all other agreements,
instruments, undertakings, writings and documents in relation, or pertaining, to the Facilities. Reference to
“relevant person” includes the Depositors (as defined in the Application). All capitalized terms used herein but not
defined shall have the respective meanings assigned to them in the Application.

2. The Borrower shall apply to the Bank in the prescribed form of application letter (the “Application”) for the
Facilities. 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 Terms and made
representations by signing the Application. These Terms will be in addition to and not in derogation of the terms
and conditions specified in the Application and the other Transaction Documents.

4. (i) The Borrower shall, unless otherwise agreed to by the Bank, repay / pay the Facilities, all interest, costs,
charges, expenses and monies whatsoever stipulated in, or payable in respect of the Facilities in accordance with
the terms specified in the Application, the Terms and the transaction documents.
(ii) 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.
(iii) 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 Facilities after adjusting the Term
Deposit and any interest accrued thereon against the Facilities.

5. (i) The Facilities may be drawn out of the Account from time to time / disbursed in instalments. The Bank may,
at the request of the Borrower, make / allow disbursements / drawals under the Facilities by cheques / pay orders
/ authorisations.
(ii) The Facilities shall not, at any one time, exceed the limits specified in the Application. 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.
(iii) The aforesaid drawals/disbursed amounts shall be utilised by the Borrower exclusively for the purpose
as detailed in the Application (“Purpose”) .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.
(v) The Borrower shall use the Facilities only for the permitted activities under the Foreign Exchange
Regulations and not for the purpose of lending or carrying on agricultural / plantation activities or investment in
real estate business. The Borrower shall ensure that there is no direct or indirect foreign exchange consideration
received by the Depositor/s for agreeing to place the deposits to avail the Facilities and declare and confirm that
Facilities will not be used for either arbitrage or speculation or investment in capital markets.
(vi) 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 availability of the amounts
of the limits of the Facilities and / or adjust such monies against the respective available limits and all such
adjustments shall be treated as drawals by the Borrower.
(vii) The Borrower shall pay/repay all excess drawings on demand unless otherwise specified by the Bank. Till
repayment of such excess drawings, the excess drawn amounts shall be subject to and carry Penal Charges. All
the provisions of the transaction documents will extend to cover excess drawings.

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(viii) The Borrower shall be entitled to avail of / seek drawals under the Facilities provided the Borrower
complies with the Terms and the other transaction documents and there being no subsisting Event of Default.

6. (i) The Borrower shall pay to the Bank interest, commission and all other charges on the amounts outstanding from
time to time under the Facilities, at the rate(s), on the Due Date(s) and in the manner specified in the Application or at
such other rate(s) as may be decided by the Bank from time to time, at its sole discretion.
“Due Date” means the date(s) on which any amounts in respect of the Borrower’s Dues fall due as specified in the
Application and/or these Terms or as specified in any demand notice issued by ICICI Bank at any time.
(ii) All interest due and remaining unpaid on the Due Date shall be capitalised and added to the unpaid
interest /outstanding amount on the Due Date and shall henceforth carry interest at the Applicable Interest Rate
on a compounding basis payable on the aggregate amounts then due till the amount is paid/repaid.
(iii) Without prejudice to the Bank’s rights and remedies under contract and/or law, in case of breach of any
of the Material Terms, the Bank shall have the right to levy and recover Penal Charges, at its sole discretion, as
specified in the Application Form. 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. The
Borrower acknowledges and agrees that the Penal Charges are reasonable and commensurate to non-compliance
of Material Terms of the Facility Agreement.
“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.
“Penal Charges” means an additional charge payable by the Borrower(s) to ICICI Bank in case of breach of any
Material Terms. .
(iv) 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.

7. Interest, Penal Charges 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 Facilities 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. “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 transaction.

8. The Borrower shall bear all taxes imposts, duties, costs, charges, fees, expenses (including stamp duty and
relevant registration and filing charges, if any, in connection with the Facilities) 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 of the Borrower failing 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 and the Bank shall have the right to debit all such
sums to any of the accounts(s) of the Borrower.

9. All payments by the Borrower in connection with the Facilities 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

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notice of demand from the Bank. All such sums shall carry interest from the date of payment till such
reimbursement at the rate specified in Clause 4(iii) of the Terms and, together with the aforesaid interest, may be
debited to the relevant bank account specified in the Application held by the Borrower with the Bank at the branch
/ office specified in the Application.

11. Notwithstanding any of the provisions of the Indian Contract Act, 1872 or any other applicable law, or any
terms and conditions to the contrary contained herein and/or the other transaction documents, the Bank may, at
its absolute discretion, appropriate any payments made by the Borrower in respect of the Facilities / any amounts
realised by the Bank by liquidating the Term Deposits at any time, towards the dues payable by the Borrower to
the Bank under any other agreements, and in any manner whatsoever.

12. Unless otherwise stipulated in the transaction documents, all monies payable by the Borrower to the Bank shall
be paid into the account through which the Borrower was allowed the operation of the Facilities or to such other
account(s) as the Bank may notify to the Borrower or by cash, telegraphic, telex or mail transfer or by cheque /
bank draft drawn in favour of the Bank on a scheduled bank and shall be so paid as to enable the Bank to realise,
at par, the amount on or before the relative Due Date. Credit for all payments by cheque / bank draft will be given
only on realisation or on the relative Due Date, whichever is later.

13.
(i) The Facilities may be, at the sole discretion of the Bank, adjusted out of the maturity value of the Term Deposits.
The Term Deposits shall be renewed by the Depositor(s) for such further period(s) as may be deemed necessary /
fit by the Bank at such interest rates as may be payable as per the rules of the Bank. The Depositors shall not close
the Term Deposits / withdraw the amounts of the Term Deposits during the subsistence of the Facilities. The Bank
shall have a lien on the amounts of the Term Deposits as also any further deposits placed by the Depositors with
the Bank irrespective of any other lien or charge, present or future. The Term Deposit/s shall be continuing security
even if the Facility runs into credit, is reduced or extinguished at any time or from time to time. The Bank shall be
entitled to set off amounts of all such Term Deposits towards the amounts in respect of the Facilities payable by
the Borrower to the Bank and in the event of any shortfall, the Borrower shall pay / repay the same to the Bank
without any further act, deed or thing required to be done by the Bank.

(ii) The lien created on the Term Deposit shall remain in full force and effect, notwithstanding any arrangement
which may be reached between the Bank and the other security providers/ guarantor(s) (if any) and
notwithstanding the release of that other security providers/ guarantor(s) or others from liability and
notwithstanding that any time hereafter the other security providers/ guarantor(s) may cease for any reason
whatsoever to be liable to the Bank.

(iv) The Depositors waive in favour of the Bank, so far as may be necessary, all the suretyship and other
rights which they might otherwise be entitled to enforce.

(iv) The Depositors will not be entitled to the benefit of subrogation vis-a-vis securities or otherwise until all the
monies due to the Bank under the Facility are fully repaid / paid by the Borrower.

(v) The Bank and its group companies shall have the paramount right of set-off and lien, 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 and/or its
group companies (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 Bank's or its group companies’ services extended to and/or used by the Borrower/s and/or as a result of any
other facilities that may be granted by the Bank and/or its group companies to the Borrower/s. The Bank and/ or
its group companies are entitled without any notice to the Borrower/s to settle any indebtedness whatsoever owed
by the Borrower/s to the Bank and/or its group companies, (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 and/or its group companies 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 and its group companies’ 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.

(vi) In addition to the above mentioned right or any other right which the Bank and its group companies may at
any time be entitled whether by operation of law, contract or otherwise, the Borrower/s authorises the Bank: (a)
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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 and/or its group companies; (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 and/or it group
companies 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 and/or its group companies.

14. The Depositors shall not transfer or encumber the Term Deposits in any manner whatsoever. The Bank shall
not recognize any lien / encumbrance in favour of any other person unless the Bank has accorded its prior written
consent for such lien and has also recorded the same in its records.

15. The Bank has no obligation to pay the amount under the Term Deposits to the Depositors till such time all the
amounts in respect of the Facility are paid in full to Bank by the Borrower to the satisfaction of the Bank.

16. The Bank has the authority to (without affecting the Bank’s general and legal rights of set off), at its sole
discretion:
(a) credit the periodical interest payable on the Term Deposits by the Bank to the relevant account referred to in
the Application;
(b) to discharge the deposit receipt/s / deposit receipt advices (“DRAs”) / deposit confirmation advices (“DCAs)”, if
any, on behalf of the Borrower / Depositor and to treat the deposit receipt/s / DRAs / DCAs, if any, as discharged
and delivered by the Borrower/Depositor to the Bank;
(c) renew the Term Deposits for such period and on such terms as may be decided by the Bank and to treat the
renewed deposit receipt/s / DRAs / DCAs, if any, as discharged and delivered by the Borrower/Depositor to the
Bank; and
(d) wherever required, convert the monies into Indian Rupees or other currencies based on the exchange rate
offered by the Bank on the day of such conversion.

The confirmations and authority stated above shall be operative for the balance due from time to time by the
Borrower to the Bank under the Facilities irrespective of the Facilities being brought to credit at any time or from
time to time or of its being drawn upon to the full extent and afterwards brought to credit, and shall continue
unaffected until the Facilities is / are terminated and all monies due thereunder are repaid in full to the satisfaction
of the Bank.

16(A)The Bank shall have the right to automatically renew this Facility and the cash asset referred herein for this
Facility for such further periods as may be decided at the sole discretion of the Bank.

17. 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 Facilities on the Due Dates (whether at
stated maturity, by acceleration or otherwise) for payment thereof or otherwise and/or in the performance of any
covenant, condition or agreement on the part of the Borrower and/or any other relevant person under the
Application, the Terms and the transaction documents;
(ii) The Borrower and/or any other relevant person have, or there is a reasonable apprehension that the Borrower
and/or any other relevant person have, voluntarily or involuntarily become the subject of proceedings under any
bankruptcy or insolvency law, or are voluntarily or involuntarily dissolved, becomes bankrupt or insolvent or if the
Borrower and/or any other relevant person have taken or suffered to be taken any action for its / their
reorganisation, liquidation or dissolution or insolvency or bankruptcy or if a receiver or liquidator has been
appointed or allowed to be appointed of all or any part of the Term Deposits and/or any other assets of the
Borrower and/or the Depositors and/or any other relevant person, 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 and/or the Depositors and/or any
other relevant person, or certificate proceedings have been taken or commenced for recovery of any dues from the
Borrower and/or the Depositors and/or any other relevant person, or if one or more judgements or decrees have
been rendered or entered against the Borrower and/or the Depositors and/or any other relevant person.
(iii)(a) It is or becomes unlawful for the Borrower and/or any other relevant person (including the Bank) to perform
any of their respective obligations under the transaction documents; (b) The Borrower and/or any other relevant
person (excluding the Bank) fail or is / are unable to perform any of their respective obligations under any other
agreement / document.
(iv) Occurrence or existence of one or more events, conditions or circumstances (including any change in law),
which in the opinion of the Bank, could have a Material Adverse Effect.

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“Material Adverse Effect” means the effect or consequence of any event or circumstance which is or is likely to be:
(i) adverse to the ability of the Borrower or any person to perform or comply with any of their respective obligations
under the transaction documents in accordance with their respective terms; or
(ii) prejudicial to any of the businesses, operations or financial condition of the Borrower or its project(s) or of any
person who is party to any of the transaction documents.

(v) If in the opinion of the Bank, the security for the Facilities is in jeopardy or ceases to have effect or if any of the
transaction documents executed or furnished by or on behalf of the Borrower becomes illegal, invalid,
unenforceable or otherwise fails or ceases to be in effect or fails or ceases to provide the benefit of the liens, rights,
powers, privileges or security interests purported or sought to be created thereby or if any of such transaction
Documents is assigned or otherwise transferred, amended or terminated, repudiated or revoked without the
approval of the Bank.

On the happening of any Event of Default, the Bank shall, without prejudice to all its rights and remedies available
under the transaction documents and/or applicable laws, be entitled to, without any notice to the Borrower / the
Depositors, set off / appropriate / liquidate / adjust the Term Deposits and/or call upon the Borrower to make
payment of all monies in respect of the Facilities and/or terminate the Facilities or suspend /cancel the Facilities or
reduce the availability of the amounts of the Facilities and / or adjust such monies against the limits and all such
adjustments shall be treated as drawals by the Borrower and/or call upon the Borrower to make payments of all
such monies which are payable / paid by the Bank under the BGs / LCs /LUTs.

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

18. 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 prima-facie and conclusive evidence of the
existence and amount of the Borrower’s obligations as therein recorded in respect of the Facilities.

19.(a) (i) The Bank or its group companies 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, other ICICI Group Companies / banks /
financial institutions / agencies / statutory bodies / tax authorities / Central Information Bureaus / such other
persons as the Bank / its group companies may deem necessary or appropriate or to any agency/credit bureau
authorised in this behalf by RBI (the “Agency”);
(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.
(v) the Borrower hereby agrees that he shall not hold the Bank / its group companies liable for use of this
information by any such third party mentioned hereabove.

(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, its directors/ partners/member/trustee, 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.
(c) None of the Borrower’s director / partner / member / trustee, as the case may be, has been declared to be a
wilful defaulter. In the event such person is found to be a defaulter the Borrower shall take immediate and effective
steps for removal of such person.
(d)(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
Facilities 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
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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.
(e) Subject to Clause 19(d) 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.
(f) 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.
(g) All acts, conditions and things required to be done, 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 done, 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.
(h) The Borrower has the power to avail of the Facilities from the Bank and the total borrowings (including the
Facilities) are within the prescribed limits, if any.
(i) The transaction documents have been duly and validly executed by the Borrower or on behalf of 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.
(j) 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: (a) with any law; (b) with the constitutional documents, if
any, of the Borrower; or (c) with any document which is binding upon the Borrower or on any of its assets.
(k) 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.
(l) 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 relative (as
specified by RBI) of a Chairman/Managing Director or director of banking company (including the Bank) or their
subsidiaries or trustees of mutual funds/venture capital funds set up by a banking company (including the Bank)
is interested as a partner or major shareholder or as a director or as a guarantor or is in control and no relative
of senior officer (as specified by RBI) of the Bank, hold substantial interest or is interested as a director/partner
or as guarantor of the Borrower .
(m) 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 its
insolvency, bankruptcy, winding up, dissolution, administration or re-organisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or similar officer of the Borrower or of any or all if its
assets.
(n) There are no pending dues / disputes / proceedings relating to income tax dues as on date.
(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.

20. 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.
21. 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 such amended terms and conditions will thereupon apply to and be binding on the
Borrower.

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The Bank reserves the right to change, at any time, the Terms including, without limitation to, changes which affect
existing balances, interest charges or rates and methods of calculation. The Borrower shall be liable for all charges
incurred and all other obligations under such revised terms and conditions until the Facilities are repaid in full.

22. The Borrower shall indemnify the Bank and keep the Bank harmless and indemnified at all times against all
losses, damages, actions, costs, charges or expenses which may be made against or sustained or incurred by the
Bank (and whether paid by the Bank or not) as a result of or in consequence of the Bank having provided the
Facility to the Borrower or otherwise howsoever in relation thereto.

23. The Borrower hereby declares and represents that:

(a) The board of directors/partners/proprietor/trustee(s)/members of the Borrower has/have approved a risk
management policy, in line with relevant RBI circulars, to be adopted by the Borrower, which includes, among other
things, the risk limits for various risk exposures and mechanisms to address the impact of forex rate volatility on
the Borrower’s ability to conduct its business and service its debt.

Under this policy:

The board/partners/proprietor/trustee(s)/members closely monitor(s) changing market conditions and regulatory
changes being announced, including those relating to cross border transactions whether with group companies or
otherwise; and

Clear guidelines for concluding derivative transactions have been laid down and arrangements have been
institutionalized to facilitate periodic review and audit of the operation, impact and consequences of such
transactions, including verifying compliance with extant laws and regulations.

(b) The board/partners/proprietor/trustee(s)/members approved risk management policy of the Borrower

shall remain in full force and effect and shall be updated from time to time, to address changes in law and changing
market conditions, till such time as all monies due and payable under this Agreement and the other Transaction
Documents are paid in full to the satisfaction of the Lender.

(a) The Borrower shall provide all information as may be required by the Bank/ Lender from time to time in
relation to its foreign currency exposures and hedging details in relation thereto, including transactions entered
into with group or related entities.

(b) The Borrower shall, within three (3) Business Days of a demand by ICICI Bank (in a form and manner as
it may deem fit), pay the amount of any Increased Costs incurred by ICICI Bank as a result of (i) the introduction of
or any change in (or in the interpretation, administration or application of) any law or regulation; (ii) compliance
with any law or regulation made before or after the date of this Agreement (including any law or regulation
concerning capital adequacy, prudential norms, liquidity, reserve assets or tax); or (iii) in the event of ICICI Bank
being called upon to pay any additional amount by the Foreign Lending Agency in terms of their respective
financing agreements; or (iv) on account of factors beyond the control of ICICI Bank.

(c) The Borrower agrees that ICICI Bank shall have the right to demand and recover any costs from the
Borrower which may arise pursuant to provisions of applicable law (including capital adequacy or prudential
norms).

(f)For the purposes of Transaction Documents, Increased Costs shall be defined as below:

"Increased Costs" means:

(i) a reduction in the rate of return from the Facility or on ICICI Bank’s overall capital (including as a result of any
reduction in the rate of return on capital brought about by more capital being required to be allocated by ICICI
Bank);

(ii) any additional or increased cost including provisioning as may be required under or as may be set out in RBI
regulations or any other such regulations from time to time; or

(iii) a reduction of any amount due and payable under Facility Agreement;

which is incurred or suffered by ICICI Bank to the extent that it is attributable to the undertaking, funding or
performance by ICICI Bank of any of its obligations under Facility Agreement .

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24. United States Office of Foreign Assets Control's (OFAC) related clauses:
(i) The Borrower represents and confirms that neither the Borrower nor any other person benefiting in any capacity
in connection with or from the Transaction Documents and/or any instruments and/or payments thereunder is a
Specially Designated National (SDN) and/ or otherwise sanctioned, under the sanctions promulgated by the United
States (including its Office of Foreign Assets Control's (OFAC)), India, United States, United Nations, European
Union, the jurisdiction of the Facility Office and/or any other country (collectively, the "Sanctions").
(ii) The Borrower hereby further acknowledges, covenants and agrees that the Sanctions may become applicable
with respect to the Facilities and/or transactions thereunder, including to any documentary credits and/or
guarantees issued and/or disbursements and/or payments made by the Bank pursuant to the Transaction
Documents. Sanctions may pertain inter alia to the purpose and end use of the Facilities, goods manufactured in
or originated from/through certain countries, shipment from/to/using certain countries, ports, vessels, liners and/or
due to involvement of certain persons and entities (including correspondent banks and the Facility Office).
Consequently, disbursement, issuance, payment and/or processing under the Facilities by the Bank may become
subjected to the Sanctions and the Bank shall have the unconditional right to refuse to process any transactions
that violate/may violate any Sanctions.
The Borrower shall ensure that the transactions entered into pursuant to the Transaction Documents do not violate
any Sanctions and that no persons, entities or otherwise, currently subject to any Sanctions are involved in any
transactions hereunder. The Borrower agrees that it shall not avail of the Facilities or use the proceeds of the
Facilities in any transaction with, or for the purpose of financing the activities of, any person currently subject to
any Sanctions as aforesaid.
The Borrower shall indemnify and hold harmless the Bank, to the fullest extent permitted by applicable law, for all
losses and liabilities (including due to claims by a third party), incurred by the Bank as a result of any breach by it
of its representations and undertakings contained herein pertaining to the Sanctions and/or due to any action
taken by the Bank pursuant to the Sanctions. No action taken by the Bank pursuant to the Transaction Documents
this including grant of the Facilities, issuance of any financial instruments thereunder or processing of any
payments or transactions, nor any action taken by the Borrower in relation thereto, shall be deemed to be a waiver
of any of the Bank’s rights under any provisions of the Transaction Documents related to the Sanctions nor shall
they act to relieve the Borrower of its obligations or liabilities in relation thereto.
The Borrower hereby agrees and confirms that any breach of the terms and conditions stipulated herein above,
shall constitute an Event of Default under the Transaction Documents.

25. The Bank may give notice under these terms and conditions electronically to the mailbox of the Borrower (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 In addition, 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.

ICICI Bank Limited :

Registered Office :-
ICICI Bank Tower
Near Chakli Circle
Old Padra Road
Vadodara 390 007
Corporate Office :-
ICICI Bank Towers
Bandra Kurla Complex
Bandra
Mumbai 400 051

II. SPECIAL CONDITIONS FOR LOAN/OD

1. The Bank shall have the sole right to withdraw the OD Facility anytime after the expiry date, if the Borrower fails
to utilize the same on the renewed terms and conditions as communicated to the Borrower from time to time.

2 (i) 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

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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 in addition to the Applicable Rate,
be subject to and attract Penal Charges as specified in the Application. All the provisions of the transaction
documents will extend to cover such excess drawings.
(ii) The Borrower shall be entitled to avail of / seek drawals under the Facilities provided the Borrower complies
with the Terms and the other transaction documents and there being no subsisting Event of Default.
(iii) Interest on the outstanding amounts under the Facilities / other charges when debited to the relevant OD
Account by the Bank, shall be calculated on the daily debit balance of such Account.

III. SPECIAL CONDITIONS FOR LC/BG/LUT

1 (i) If the Borrower is called upon to pay, or pays, all or any of the monies in pursuance of the LC / BG / LUT, the
Borrower shall, without questioning the reasonableness or validity or otherwise of any payment made or required
to be made by the Bank under the LC/BG/LUT, forthwith pay to the Bank, all amounts payable or as the case may
be, paid by the Bank, including without limitation, all costs, charges and expenses whatsoever payable or paid,
suffered or incurred by the Bank in respect of or in relation to or arising out of the obligations undertaken under
the LC/BG/LUT (collectively, the “Defaulted Amounts”) and until such payment by the Borrower, the same shall
unless otherwise agreed to by the Bank, be deemed to be on demand loans to the Borrower carrying interest as
mentioned in the Application plus applicable interest tax or other statutory levy and such interest shall be payable
on the same dates as has been specified in the Application for payment of commission or on such other as may be
decided by the Bank.
(ii) All payments made by the Bank in foreign currencies may be, at the option of the Bank, converted into rupees
with reference to the actual cost to the Bank (including all commission or other bank charges and out-of-pocket
expenses) in remitting the foreign currencies.
(iii) A statement signed by a designated officer of the Bank shall be prima facie and conclusive evidence of the
Defaulted Amounts.
(iv) The Bank may in its sole and absolute discretion and without reference to the Borrower and without the Bank
being required to ascertain whether or not there was any breach on the part of the Borrower of the Contract
and without the Bank being required to go into the validity thereof or otherwise and notwithstanding any
directions to the contrary given by the Borrower or any other person on the ground of a dispute as to the liability
of the Borrower / the Bank or otherwise, admit or compromise and pay or submit to arbitration or dispute or
resist any claim or demand made against the Bank under or in respect of the LC/BG/LUT
(v) the Borrower shall (unless otherwise agreed to by the Bank) : (a) duly and punctually observe, perform and
comply with all the covenants, obligations and conditions of all the Contract including due payment and
discharge of all its payment obligations under such Contract on the due dates; (b) not create or permit to
subsist, any encumbrance of any nature whatsoever over all or any part of the underlying Contract or its rights
thereunder; (c) not amend or agree to amend or grant waiver of any of the provisions of the underlying Contract;
(vi) the Bank shall issue the LC/BG/LUT only in a format acceptable to the Bank;
(vii) the LC/BG/LUT will be issued by the Bank only as per the provisions of applicable laws and regulations
including those laid down by Reserve Bank of India (RBI);
(viii) in case of bid bond / earnest money deposits / advance payment / retention money Facilities, stipulated
under project exports or if the Facilities are issued under any Export Promotion Capital Goods Scheme (EPCGS),
the Bank shall be entitled to obtain counter guarantees from Export Credit Guarantee Corporation (“ECGC”)
or similar authority, at the costs and expenses of the Borrower;
(ix) if for any reason whatsoever the liability of the Bank extends beyond the validity period specified in the LC/BG
or if the Bank is prevented by any action initiated by the Borrower or otherwise from making payment of part
or whole of the guaranteed amounts to the beneficiary of the LC/BG/LUT, the Borrower shall be liable to pay
commission also for the period for which the Bank remains liable under the LC/BG/LUT and/or the period for
which the payment of the guaranteed amount / discharge from the guaranteed obligations has been delayed;
(x) in the event of the interest rate on the principal amount of the financial assistances guaranteed by the Bank
increasing for any reason whatsoever beyond the percentage specified in the underlying Contract and
consequentially the liability and obligation of the Bank under the LC/BG/LUT increasing, the Borrower shall
indemnify and keep indemnified the Bank to the extent of additional interest liability paid in such form as may
be determined by the Bank.

IV. SPECIAL CONDITIONS FOR EXPORT PACKING CREDIT (EPC) FACILITIES

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1. The Bank has, at the request of the Borrower, agreed to grant working capital facilities in the nature of Export
Packing Credit Facilities in foreign currencies and/ or in rupees for amounts to the maximum extent of the
respective Limits and the Overall Limits specified in the Application or other Transaction Documents (the “EPC
Facilities”, which expression shall, as the context may permit or require, mean any or each of such EPC Facilities)
from time to time.

The EPC Facilities may be on running account basis or on order basis by way of packing credit loans. The amounts
against the EPC Facilities may be disbursed by the Bank in a phased manner depending on the export needs of the
Borrower.

2. BORROWER’S UNDERTAKINGS:
(i) The Borrower shall keep a separate account and stock book in respect of the goods underlying the EPC
Facilities and shall send statements every week of the purchases made and goods utilized for the purpose of
manufacturing finished goods.
(ii) The amounts to be allowed to be outstanding by the Bank from time to time on relevant Account in
respect of the EPC Facilities shall not at any time exceed the respective Limits but the Bank shall have an absolute
discretion to determine what amount within the respective Limits it will advance and / or allow to be outstanding
from time to time in the relevant Account.
(iii) The Borrower shall procure cover from Export Credit Guarantee Corporation (“ECGC”) for the EPC
Facilities and/or take a packing credit whole turnover preshipment policy of ECGC for the EPC Facilities and shall
pay the premia time to time for keeping the aforesaid policies alive and in case of default, the Bank may pay the
same and debit the amount to any of the relevant Account in respect of the EPC Facilities.
(iv) The Borrower shall procure the valid shipping and other documents including insurance policies from
ECGC for packing credit or such policies as may be required by the Bank jointly or severally in respect of the goods
to be shipped to the foreign buyers and shall hand over the same to the Bank for negotiating and/or realizing the
price from the bankers of or from the foreign buyers or in such other way as the agreement for sale provides for
the payment of the price thereof. The Borrower shall take every care and caution to see that the said shipping and
other documents of sale are drawn strictly in conformity with the letter(s) of credit and/or usual trade practices
and shall get the same corrected and/or altered if found defective in any manner whatsoever. The Borrower shall
keep the Bank indemnified against any loss or against non recovery of the price by reason of any defect in the said
documents. In case of default by the Borrower to procure the aforesaid documents, the Bank shall be entitled to
procure the same and to insure the goods against marine, fire, export risks and such other risks as may be deemed
necessary by the Bank as also represent the Borrower in the office(s) of the Export Controller, ECGC and such other
authorities as may be necessary in that behalf.
(v) The Bank shall not be responsible if the price payable or receivable by or from the foreign buyers is
reduced on account of the changes in the rate(s) of exchange and such loss if any shall be borne by the Borrower
alone. The Borrower further undertakes to obtain forward cover for the foreign currency payments to be received
by it under the aforesaid bills to cover exchange fluctuation risks.
e. The Borrower further undertakes to obtain forward cover for the foreign currency payments to be received by it
under the aforesaid bills to cover exchange fluctuation risks.
(vi) The Borrower shall regulate its drawings out of and payments into each of the relevant Account in such manner
that the amount due from time to time for principal on such Account shall be kept within the respective Limits.

V. SPECIAL CONDITIONS FOR PURCHASE / DISCOUNTING/ NEGOTIATION OF BILLS

1. The Bank has, at the request of the Borrower, agreed to grant to the Borrower facilities (the “Bills Facilities”) by
way of discounting / purchasing / negotiation, from time to time, of cheques / bills of exchange / hundies, sight
drafts and or other negotiable instruments, whether inland and/ or foreign and whether clean, documentary,
usance and/or demand (all of which are hereinafter referred to as the “Bills”, which expression shall, as the
context may permit or require, mean any or each of such Bills), with or without documents of title such as railway
receipts, bills of lading, airway bills, motor transport receipts / lorry receipts, multimodal transport receipts,
combined transport documents or any other documents of title (all of which are hereinafter referred to as the
“Documents of Title”, which expression shall, as the context may permit or require, mean any or each of such
Documents of Title) upto the Limits specified in the Application or other Transaction Documents at any one time.

2. PURCHASE / DISCOUNTING / NEGOTIATION OF BILLS

(i) The Borrower hereby declares that the Bills shall not be drawn on any of the Borrower's branches nor on
any firm or other person in which the Borrower has any proprietory, partnership or other interest and that if on
any occasion(s) that the Bank, at its sole discretion, accepts such Bills for purchasing / discounting / negotiation,
the same shall not be deemed as the Bank having agreed to accept thereafter other Bills of such nature.

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(ii) It shall be the sole discretion of the Bank whether or not to purchase / negotiate / discount any Bill which
may be lodged by the Borrower with the Bank even though the respective Limits granted to the Borrower being
available, nor shall it be obligatory on the Bank to assign any reason for its refusal to purchase / discount /
negotiate a particular Bill.

(iii) The Borrower undertakes that all Bills and documents tendered / submitted by the Borrower to the Bank
shall represent genuine sales transactions covering movement of goods represented by the Documents of Title
accompanying such Bills and that the amounts of such Bills shall truly represent the value of the goods so
transported / shipped and that every such Bill tendered by the Borrower to the Bank shall be in respect of execution
of definite orders received by the Borrower. Even where the Bank at its discretion waives the submission of such
documents of evidence of transport of goods sold, the Borrower confirms that the Bills represent genuine sale of
goods.

(iv) The Bank shall not be responsible for any damage caused to goods, movables and other assets in course
of transit covered by the Bills accepted by the Bank as security or for loss of the goods, movables and other assets
or for delayed delivery, short delivery or wrong delivery of goods, movables and other assets, or for delayed or
nonpresentation or wrong presentation of the Bills to paying authorities or drawees for any reason whatsoever,
and in case, the Bills are sent for collection to other bank(s) or drawee(s) / customer(s), the Bank shall not be
responsible for the non-receipt by it of the remittance representing the proceeds of the Bills and the relative Bills
will be collected entirely at the Borrower's risk and responsibility. The Borrower shall bear the costs, charges and
expenses incurred by the collecting bank or bankers in this behalf and shall pay the Bank such costs, charges and
expenses.

(v) The liability of the Borrower to the Bank under this Application, Terms and / or the other Transaction
Documents shall be independent of the liability of the drawee or acceptor of the Bills and the Bank’s rights against
the Borrower shall not be prejudiced or affected by inaction on the part of the Bank in initiating proceeding for
recovery of the monies from the drawee / acceptor endorser thereof nor due to failure of the foreign correspondent
banks or agents appointed by the Bank in prompt presentment or in noting and protesting the Bills on dishonour
thereof or any act which may prejudice the Borrower’s rights against the drawee or acceptor endorser nor shall
the Bank be obliged to give any notice of dishonour by the drawee / acceptor to the Borrower, which notice is
hereby expressly waived by the Borrower.

(vi)(a) In the case of foreign Bills, such Bills shall be purchased / negotiated / discounted at such Bills buying rate
quoted by the Bank at the time of purchase / negotiation / discounting and interest on the rupee portion thereof
for the usance period, if any, as well as the transit period and grace period for maturity wherever applicable as
may be prescribed by competent authority or the Bank and shall be recoverable by the Bank from the Borrower
simultaneously while paying the amount of such Bills. If the Bills are for any reason not realized on or before the
notional due date (calculated on the basis of usance and transit period as aforesaid) then the recovery of the
amount of such Bills from the Borrower shall be kept pending for a further grace period of 30 days from the notional
due date. If the Bills are realized within the aforesaid grace period of 30 days interest at the current maximum
interest rates permitted by FEDAI / RBI for the overdue period shall be recovered from and paid by the Borrower.
(b) If for any reason the foreign Bills are not realized on or before the expiry of the grace period of 30 days
mentioned above, then the purchase transaction of such Bills shall be treated as cancelled vis-à-vis the Borrower
without affecting the Bank’s rights as holders in due course of the Bills against the drawees and drawer and the
rupee value of such Bills on the 30th day of the grace period at the prevailing TT selling rate shall be calculated
and recovered from the Borrower with interest at the rates mentioned in the Application and/or Terms. The
difference, if any, between the earlier amount on the date of purchase / negotiation and as calculated above shall
be added or deducted as the case may be while recovering the amount from the Borrower.
(c) All amounts due from the Borrower to the Bank at the end of the grace period of 30 days shall be treated
as an advance by the Bank repayable by the Borrower on demand together with interest at the rates mentioned
in Clause V 2(vi)(a) hereabove and interest in arrears shall be capitalized at the due date for payment thereof and
shall carry like interest.
(d) Where any foreign Bills drawn under a letter of credit (LC) are negotiated by the Bank at the request of
the Borrower it is agreed that in case of discrepancies pointed out at the time of negotiation or discrepancies of
whatsoever nature claimed by the LC issuing bank all payments made by the Bank to the Borrower shall be treated
as payment made under reserve and the Bank shall be entitled to reserve the entries and claim payment from the
Borrower of all such sums paid together with interest if such Bills are returned / dishonoured unpaid from the LC
issuing bank and the Borrower agrees to pay all such sums to the Bank forthwith on demand together with interest
at the rate mentioned in the Application. On default of payment by the Borrower, such sums shall be treated as an
advance to the Borrower.

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(vii)(a) The Bank may, at its option but at the cost, risk and responsibility of the Borrower, appoint an agent
(including agent / bank) for collection.
(b) The Bank or the agent may, at its or agent’s option but at the cost, risk and responsibility of the Borrower:
(1) send for collection by post or otherwise to another agent or to the drawee thereof any Bills with or without
documents of title and such other agent or the drawee shall be deemed to be the agent for collection at the entire
risk and responsibility in all respects of the Borrower; (2) receive in exchange for Bills or other mandates for
payment in lieu of cash.
(c) The receipt by the Bank or its agents of the Bills or other mandates for payment as above and the loss /
delay mutilation or dishonour thereof and / or other securities of any description, is not to prejudice the Bank’s
rights against the Borrower on any Bills returned unpaid by reason of non acceptance or non payment as the case
may be nor shall any proceeding taken thereon or the Bank’s granting time or entering into any arrangements with
any parties to such Bills prejudice or affect the Bank’s absolute recourse to the Borrower under the arrangement
and the Borrower hereby consents to the Bank so granting time or entering into such arrangement.
(d) Should the Bank or the agent receive in exchange for such Bills payment by another instrument which
the Bank or the agent cannot conveniently collect through normal channels, it is clearly understood that such
instruments may be collected in any manner and through any agency (including despatch to the drawee himself)
at the entire risk and responsibility of the Borrower.
(e) The Borrower hereby agree that as between them and the Bank, the Bills shall be deemed to be paid,
realized or collected only on the amount thereof coming into the Bank’s till in any office of the Bank and until then
the same and any money, cheques, bank drafts or mandates for payment received in respect thereof shall be at
the risk in all respects of the Borrower and that the liability of the Borrower in respect of any Bills will cease only
on the amount thereof coming into the Bank’s till in any office of the Bank.
(f) The Borrower also agrees that the Bank is entitled to treat every Document of Title handed in by the
Borrower as genuine without any further inquiry and the Borrower agree to indemnify and keep the Bank
indemnified against any loss caused to the Bank by reason of the Documents of Title subsequently turning out to
be forged and not genuine and also against any loss caused to the Bank by the misdelivery or wrong delivery by
the railway, port, airways and postal authorities of the securities, documents and goods comprised in the
Documents of Title for any reason whatsoever.
(g) The Borrower hereby agrees that the delivery of the Documents of Title to goods by the Bank to the
drawees or acceptors shall not prejudice the rights of the Bank on any of such Bills in case of dishonour nor shall
any recourse taken thereon affect the Bank’s title to such Documents of Title to goods to the extent of the
Borrower’s liability to the Bank hereunder and that notwithstanding any change by death, retirement, insolvency,
dissolution or bankruptcy of the Borrower and the powers and authorities hereby given are to hold good as against
the Borrower till all the amounts due under the Application, Terms and/or the other Transaction Documents are
repaid / paid in full. It is also agreed that the Bank shall not be responsible for the default of any agent, broker or
auctioneer employed by it for any purpose.
(h) (i) In cases where the goods are already despatched by the Borrower and the railway receipts, shipping
documents or motor receipts have been forwarded directly to the concerned drawees /consignees and where the
Bank, in its sole discretion, agrees to extend the Bills Facilities for such Bills, the Borrower shall deposit with the
Bank copies of the relevant documents along with the bills signed by the Borrower and invoices evidencing
despatch of goods to the parties mentioned therein; (ii) The Borrower shall furnish to the Bank, in advance, a list
of local parties on whom the Borrower intends to draw usance bills for prior approval of the Bank; such bills shall
be accompanied by copies of invoices bearing acknowledgments of the purchasers in token of their having received
the goods and shall be offered for discount only after acceptance of bills by the drawees and the bills will not be
collected by the Borrower through other banks.

3. ADDITIONAL PROVISIONS RELATING TO BILLS DRAWN BY THE BORROWER

In respect of advances granted by the Bank to the Borrower by way of purchase / negotiation/ discounting of clean/
documentary/ demand/ usance Bills drawn by the Borrower on its various customers and expressed in foreign
currency or Indian rupees and whether under letter(s) of credit or otherwise, the Borrower agrees, confirms and
undertakes as follows :
(i) The Bills shall bear necessary adequate stamp duty before purchase/ negotiation/ discounting and shall
be drawn by the Borrower in conformity with the proforma prescribed under the relevant scheme / regulations of
RBI or any other scheme / regulation in operation from time to time, indicating on the face thereon the description
and quantity of goods sold and the number and date of the carrier's receipt.
(ii) The Bills pertaining to supplies shall be drawn up in a proforma acceptable to the Bank, and where such
Bills are accepted by the Bank for purchase /negotiation/ discounting, the same shall be accompanied by either
railway receipts, bills of lading or other documents of title.
(iii) In case of demand / usance documentary Bills, the documents will be delivered to the drawees only after
the Bills are paid / accepted; The Bank shall, in its sole discretion, be entitled to accept payment of Bills before
maturity from, the drawees thereof by allowing such discount / deduction in consideration of such premature
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payment. The Borrower shall ensure that such Bills are accepted by the drawees on presentation and retired on
due dates; In the event of the Bills remaining unaccepted on presentation or unpaid on due dates thereof, the Bank
shall be entitled to recover the amount of such Bills along with applicable Penal Charges and other incidental
charges by debit to the Borrower's Account or otherwise.
(iv) The Bank shall be at liberty not to accept cheques drawn on local banks from the drawees in payment of
Bills drawn on them, unless such cheques are tendered at the Bank before clearing hours on due dates. In the event
of cheques being received late after clearing hours on due dates, the Bank may treat such Bills as unpaid and may
debit the amounts thereof to the Borrower's Account on due dates.
(v) Where at the request of the Borrower, the Bank has agreed to purchase / negotiate / discount Bills in
respect of sales made by the Borrower to its customers, whereby finished goods are directly sent to the customers
at customers' requests and copies of the relative invoices with or without receipted challans or accepted delivery
notes, receipt notes, inspection notes are tendered by the Borrower to the Bank as evidencing despatch of finished
goods along with the accepted Bills and where under such circumstances or any other circumstances the Borrower
receive(s) payment of the Bills directly from the drawees of such Bills, the Borrower shall immediately deposit the
proceeds of the Bills and the sale proceeds of the goods covered by such Bills, directly received by the Borrower or
the agent(s) of the Borrower, whether in cash or by cheques or by any other mode of payment, towards repayment
/ payment of all outstandings in respect of the advances granted by the Bank.
(vi) The Bank shall have first and paramount lien on the Bills and the monies received thereunder and the
goods in course of transit covered by the documents of title to goods or other documents which purport to represent
rights of title to goods accompanying the Bills shall remain pledged to the Bank and in addition to its rights as a
pledgee of such goods; in case of any dispute, the Bank shall also have the banker's lien on all Bills, goods,
securities, documents and monies belonging or purporting to belong to the Borrower for all monies, claims and
demands due or to become due from the Borrower to the Bank.
(vii) (1) On the happening of any of the Event of Default, the Bank shall be entitled without prejudice to any
of its other rights contained in the Application, Terms, other Transaction Documents or under the law and without
notice to the Borrower (which the Borrower hereby expressly waives), to sell the goods (the “Goods”) underlying
the Bills whether before or after their arrival either by public auction or tender or by private contract and subject
to such conditions as the Bank may deem fit to impose, or otherwise dispose of or deal with the Goods or any part
thereof and/or with the relative documents of title to Goods in any manner whatsoever, without being bound to
exercise any of these powers or liable for any loss in the exercise or non-exercise thereof. The proceeds realised
from sale of the Goods or transfer or any document of title, remaining after deducting therefrom the costs and
expense of and incidental to such sale or transfer, shall be applied in or towards payment or satisfaction of the
amount(s) due to the Bank in respect of any amounts advanced by the Bank under the Bills Facilities to the
Borrower, and interest thereon and all costs charges and expenses as hereinabove mentioned. The Borrower shall
accept the Bank’s account of sale or realisation as conclusive evidence both in and out of court as to the amount(s)
realised and expenses incurred, and shall pay forthwith any shortfall or deficiency remaining after such application.
the Bank shall not be liable to the Borrower for any loss which may occur pending sale or disposal of the Goods
and/or document of title to goods, whether by reason of theft, damage, deterioration or decay of the Goods or
depreciation in the value thereof or otherwise whatsoever be the cause; (2) The Borrower agrees and undertakes
to sign, execute and deliver to the Bank from time to time on demand made by the Bank, such further or other
deeds, documents and writings and do all such acts, matters and things as may be required by the Bank for better
perfecting the title of the Bank to the Goods and the documents of title so as to render the same readily saleable
or transferable by the Bank to any purchaser(s) at all time.
(viii) In case the Bills are honoured for payment for a reduced amount, the Borrower authorises the Bank to
accept such reduced payment and the Borrower shall make good the shortage or any loss arising therefrom and
the Bank will not be responsible in any manner whatsoever.
(ix) Where the drawees return unpaid the Bills to the Borrower directly, the Borrower shall immediately, on
receipt thereof, return the Bills together with documents of title to the Bank and the Bank's receipt thereof shall be
without prejudice to its right of recovery from the Borrower of the amounts covered by the Bills together with all
interest , Penal Charges, costs, charges, expenses and monies whatsoever stipulated in or payable under the
Application, Terms and/or the other Transaction Documents.
(x) Notwithstanding any of the provisions of the Indian Contract Act, 1872 or any other law in respect of
advances against accepted usance Bill, where the Bills are drawn by the Borrower and accepted by the drawees,
the Borrower agrees that the subsequent credit to the concerned Account under the Bills Facilities, unless
specifically apportioned by the Borrower or the Bank to the discharge of particular Bill, will not discharge the debt
represented by such Bills.

4. CERTAIN ADDITIONAL PROVISIONS RELATING TO BILLS DRAWN ON THE BORROWER

(i) At the request of the Borrower, the Bank has agreed in its sole and absolute discretion to discount of the
usance Bills (“the Usance Bills”) with usance ordinarily not exceeding 90 days drawn on the Borrower by the
suppliers (the
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“Suppliers”) of goods and accepted by the Borrower for an amount, at any time, not exceeding the Limits under
the
Bills Facilities.
(ii) Whenever the Borrower requires the Bank to discount the Usance Bills, the Borrower shall lodge with the
Bank such Usance Bills together with the original and/or copies of invoices and the receipted delivery challans
evidencing the supply to the Borrower of the goods drawn by the Suppliers.
(iii) The Borrower hereby confirm(s) and declare(s) that the amounts represented by the Usance Bills drawn
on the Borrower by the Suppliers will be due and owing by the Borrower to the Suppliers and that the goods
represented by the invoices accompanying the Usance Bills will have been duly ordered and received by the
Borrower and that the amounts of such Usance Bills will be paid by the Borrower to the Bank at maturity.
(iv) The Borrower declare(s) and confirm(s) that on the Bank discounting the Usance Bills, the Bank will have
good title thereto and will be entitled to have the Bills rediscounted with RBI, Discount and Finance House of India
Limited, any scheduled commercial bank(s) or any other approved financial institution or otherwise deal with the
Usance Bills as the holder thereof.
(v) The Borrower further confirms that notwithstanding anything to the contrary contained in the
Application, Terms and/or any documents or letters written by the Borrower to the Suppliers or by the Suppliers to
the Borrower, the Borrower shall be irrevocably, absolutely and unconditionally liable to pay to the Bank the
amounts of the Usance Bills discounted with the Bank at the maturity of such Usance Bills and that the Borrower
shall continue to be so liable notwithstanding any claim, right, dispute or litigation arising or which may arise
between the Borrower and the Suppliers / drawers.

(vi) The Borrower agrees and confirms that on the acceptance of the Usance Bills by the Borrower and the
same being discounted by the Bank, the proceeds thereof shall be paid by the Bank to the Suppliers by means of
banker’s cheque or by any other means as may be deemed fit by the Bank.

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