TERMS AND CONDITIONS – FOR LOAN FACILITY AGAINST FD
1. These terms and conditions (the “Terms”) apply to and regulate the provision of the Facilities (as defined in the Application) granted / extended by IFSC Banking Unit, GIFT City, Gandhinagar of ICICI Bank Limited (“the Bank”) to its customers (the “Borrower”), against fixed deposit(s) (the “Term Deposits”) referred to in the Application (as defined hereinbelow) as also any future deposit(s) placed by the Depositor/s 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. The 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 Facilities shall not, at any one time, exceed the limits specified in the Application.
(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 Default Interest Rate. All the provisions of the transaction documents will extend to cover such excess drawings.
(v) 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.
5. 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 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 Ver 1 wef March 2022 Page 2 of 10 forthwith the outstanding balance of the Facility together with interest and all other monies payable in respect thereof.
(iii) The Borrower shall use the Facilities 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. 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. (iv) 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.
6 (i) The Borrower shall pay to the Bank interest and all other charges on the amounts outstanding from time to time under the Facilities at the rates specified in the Application Form, 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(ies) shall expire upon the maturity date of the fixed deposit or the earliest maturity date in case the Facility(ies) are secured by multiple deposits. Interest on the above Facility(ies) will be levied at monthly intervals on the outstanding amount/s. The Borrower agrees to repay such interest as and when charged by the Bank. In the event the Borrower fails to repay the outstanding amounts, the Borrower/Depositors irrevocably authorizes the Bank to appropriate the balance in the said fixed deposit for re-payment of the Facility(ies) including interest charges, even before maturity of the fixed deposits\. In case of failure of repayment, further interest will be charged at the Default Interest Rate. The above Terms are subject to change at the discretion of the Bank. The Borrower acknowledges and confirms that notice, if any, provided by the Bank, as specified in the Terms or in any other manner whatsoever, of any changes in rate(s) mentioned above or any notice from the Bank for payment of amounts at the changed rate(s), shall be treated by the Borrower as sufficient and reasonable notice to the Borrower and the Bank is not bound to issue any further notice of such changes to the Borrower. (ii) The Borrower acknowledges and agrees that the Default Interest Rate specified in the Application/Terms is reasonable and that it represents genuine pre-estimates of the loss expected to be incurred by the Bank in the event of non payment of any monies by the Borrower. (iii) (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 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 i.e. the IFSC Banking Unit, GIFT City, Gandhinagar or such other office as may be notified by the Bank to the Borrower, is open for normal banking transactions.
8. The Borrower shall bear all interest tax, service tax, 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 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.
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 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(iv) 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, 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. The Borrowers/Depositors agree that the Bank is entitled to hold the Term Deposits as security for the outstanding balances due under the Facility. 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 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 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 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.
13A. (i) 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.
(ii)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.
(iii) 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.
(iv) 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.
(vii) 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) 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 represent that the Term Deposits has/have not been encumbered/assigned or pledged and are free all encumbrances. The Depositors covenant that the Term Deposits shall not be transferred/ encumbered 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.
14 A. The Borrower shall indemnify and keep the Bank indemnified against any and all cost, loss, liability or third party claims (including legal fees and any applicable indirect taxes) incurred by the Bank, arising out of or in connection with the Facility (including any instruments, documents under the Facility) and/or the transaction documents and/or due to any breach by the Borrower of the Sanctions or any action taken by the Bank on account of breach of the Sanctions. The Borrower further agrees and acknowledges that transmission of information through facsimile or other electronic mode is not a secure means of sending information and may be subject to defects such as tampering or unauthorized access, fraudulently or mistakenly written, altered or sent and not to be received, in whole or part, by the intended recipient. The Borrower shall indemnify and keep the Bank indemnified against any cost, loss, liability or claims incurred by the Bank as a result of acting on instructions or information suffering from any of the aforementioned defects.
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 the 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) appropriate the Term Deposits towards repayment / payment of all amounts in respect of the Facilities; (c) effect premature payment of the Term Deposits at the rate of interest payable as per the rules of the Bank and adjust / set off the proceeds towards dues under the Facilities, upon occurrence of any Event of Default. The Borrower understands and agrees that even in the event of premature withdrawal of Term Deposit for any reason whatsoever, including repayment of the Facility, the original contracted interest rate applicable for the Facility will be charged; (d) 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; (e) 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 . (f) 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.
17. Except to the extent disclosed to the Bank no director or a relative/near relation (as specified by RBI) of a director of a banking company(including ICICI Bank), including directors of Scheduled Cooperative Bank, directors of subsidiaries/trustees of mutual funds/venture capital funds set up by the financing bank or other banks (including ICICI Bank) or a relative/near relation (as specified by RBI) of a senior officer of ICICI Bank (as specified by RBI) is: a partner of the Borrower’s concern, or a trustee, member, director, manager, employee of the Borrower’s concern, or of the Borrower’s subsidiary or holding company, or a guarantor on the Borrower’s behalf, or holds substantial interest in the Borrower’s concern or the Borrower’s subsidiary or holding company.
18. 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.
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 / 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.
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.
19. 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.
20.(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, 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.
(c)(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 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.
(d) 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.
(e) 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.
(f) 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, and the Borrower shall not revoke any rights hereby given to the Bank under the Facility during the subsistence of the Facility.
(g) 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.
(h) 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.
(i) 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.
(j) 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.
(k) 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.
(l) 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 reorganisation 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.
(m) The Borrower / the Depositors 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.
(n) There are no pending dues / disputes / proceedings relating to income tax dues as on date. The Borrower has complied in all respects with all taxation laws in all jurisdictions in which it is subject to taxation, and has filed all tax returns and paid all taxes and statutory dues, due and payable by it, and to the extent any tax is not due or is disputed, the Borrower has established adequate reserves for the payment of those taxes and statutory dues.
(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.
(p) All the licenses, permits and authorizations required for carrying on its business, operations or projects, have been obtained, are in full force and effect, and the Borrower is in compliance in all respects with all laws.
(q) Neither the Borrower nor any other person benefiting in any capacity, either directly or indirectly, in connection with or from the Application, Terms, 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 Nations, European Union, the jurisdiction of the Facility office and/or any other country (collectively, the "Sanctions"). The Borrower shall ensure that its transactions do not violate any Sanctions, nor any sanctioned persons or entities are involved in its transactions. The Borrower agrees that it shall not avail the Facility or use the proceeds of the Facility in any transaction with, or for the purpose of financing the activities of, any person currently subject to any Sanctions as aforesaid.
(r) The Sanctions may become applicable with respect to the Facility and/or transactions thereunder, including documentary credits, guarantees issued, disbursements, payments, purpose and/or end use of the Facility, origin or shipment of goods manufactured through certain countries, ports, vessels, liners, certain persons and entities (including correspondent banks and the Facility office). Consequently, disbursement, issuance, payment and/or processing under the Facility by ICICI Bank may become subjected to the Sanctions and ICICI Bank shall have the unconditional right to refuse to process any transactions that violate/may violate any Sanctions.
(s).The execution or entering into by the Borrower of the Application read with the Terms and other transaction documents constitute, and exercise of its rights and performance of its obligations under the transaction documents will constitute, private and commercial acts done and performed for private and commercial purposes.
(t) The Borrower is not and will not be entitled to, and will not claim immunity for itself or any of its assets from, suit, execution, attachment or other legal process in any proceedings in relation to the Application, Terms, and/or the Transaction Documents.
21. 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 Gujarat, or before any other courts in India that may have jurisdiction over GIFT city, Gandhinagar, 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 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.
22. 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 ICICI Bank Ltd ,IFSC Banking Unit, Unit No 408, 4th Floor, Brigade International Financial Centre GIFT Multi Service SEZ, Gandhinagar , Gujarat – 382 355
ICICI Bank Limited :
Registered Office :-
ICICI Bank Tower, Near Chakli Circle, Old
Padra Road, Vadodara, 390 007Corporate
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051