Escrow Account

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                                                                        fees in India, and elsewhere, required to make
1. The Client(s) and the Beneficiary(ies), as defined in                the arrangements contemplated herein, legal,
Part A of Annexure 1 hereof, (collectively referred to as               valid and enforceable have been obtained or
the “Parties”), want to open and maintain an account                    made and are in full force and effect and shall
with ICICI BANK LIMITED, a company incorporated                         continue to remain in full force and effect till
under the Companies Act, 1956 and a banking company                     the    arrangements     are    terminated    in
within the meaning of the Banking Regulation Act, 1949,                 accordance with the terms hereof.
having its registered office at Landmark, Race Course
Circle, Vadodara 390 007, its corporate office at ICICI
Bank Towers, Bandra Kurla Complex, Mumbai 400 051             3. Each of the Parties agree, represent and warrant that
and a branch office as provided in Part B of Annexure 1
(hereafter referred to as the “Account Bank”, which           a.        the role of the Account Bank shall be limited
expression shall, unless it be repugnant to the subject                 to such functions as expressly laid out herein
or context thereof, include its successors and assigns),                or required by the written instructions of the
which account shall be an escrow account (hereinafter                   Parties (or such of them as may properly
referred to as the “Account”, which term shall mean                     provide the instructions in terms hereof) in
and include all accounts and sub – accounts of accounts                 accordance with the terms hereof;
opened and maintained by the Parties with the Account
Bank for the purposes detailed hereof. Details of the         b.        the Account Bank shall not be liable for any
Account are as provided in Part C of Annexure 1).                       claims arising against the Parties and / or the
                                                                        Account Bank, in relation to any duties,
                                                                        actions or obligations performed and / or
2. In pursuance whereof, the Parties agree to these                     rights or powers exercised by the Account
terms and conditions (hereinafter the “Terms and                        Bank in terms hereof. The Parties shall defend,
Conditions”) and represent and warrant that :                           indemnify and hold harmless the Account
                                                                        Bank in any claim arising against the Account
a.       The Parties have the necessary power,                          Bank ;
         authority and the legal right to agree to these
         terms and have taken all necessary actions           c.        they will not in any manner, by themselves or
         required for the validity, enforceability and                  by any agent or representative or consultants
         performance of their respective obligations /                  appointed      by     them,    voluntarily   or
         duties in terms hereof;                                        involuntarily, portray or represent the Account
                                                                        Bank as a party to the any such document
b.       These Terms and Conditions constitute the                      entered into or understood to have entered
         legal, valid and binding obligations of the                    into between the Parties;
         Parties, enforceable against the Parties in
         accordance with applicable law;                      d.        the Parties can conduct business with the
                                                                        Account Bank in the normal course of the
c.       The entry into and performance by the Parties                  Account Banks business. The Account Bank is
         of its obligations / duties under these Terms                  under no obligation to disclose any details of
         and Conditions and any other document                          such transactions to any of the Parties
         related hereto does not and will not violate, in               whatsoever.
         any respect :

         (i)       any law, regulation, judgement,            4. Each of the Parties shall, at any time and from time to
                   decree or order of any legislative,        time upon the request of the other Parties and / or the
                   executive, judicial, quasi – judicial or   Account Bank, promptly and duly, do or permit to be
                   regulatory authority (hereinafter          done all such acts and execute and deliver or permit the
                   referred to as “Government                 execution and delivery of any and all such instruments
                   Authority”) having jurisdiction or         and documents as the other Parties and / or the
                   control over the Parties ;                 Account Bank, as the case may be, may consider
                                                              necessary for the purpose of the Parties obtaining the
         (ii)      the organizational documents of the        full benefit of these Terms and Conditions. To the extent
                   Parties; or                                that they are not in conflict with these Terms and
                                                              Conditions, the Parties shall be bound by the terms and
         (iii)     any document, contract or other            conditions set out in the other instruments and
                   undertaking to which any of the            documents executed by any of them in terms hereof.
                   Parties is a party or which is binding
                   on the either of them or any of its
                   assets;                                    5. FEES
                                                              a.      The Parties, jointly and severally agree that
d.       All    consents,     licenses,  approvals or                 they shall pay, on demand, all the usual and
         authorisations of or declarations to or                      customary service charges, transfer fees,
         registrations or filings with any Government                 account maintenance, account acceptance,
         Authority and the payment of all stamp and                   statement, investigation, funds transfer and
         other transaction related duties, taxes and                  any other charges as are levied by the
Initials and Stamp of

Client                                            Date                                            Beneficiary
          Account Bank as mutually agreed and such           Provided that, the Client may also issue an
          other out of pocket expenses as are claimed        unconditional written notice to the Account Bank
          by the Account Bank, including Account             directing it to close the Account. However such notice
          Opening Fee and Annual Fee (collectively, the      shall not be effective on the Account Bank, unless (1)
          “Fees”) in connection with the Account.            the Beneficiary(ies) have sent their written consent for
                                                             the same to the Account Bank or (2) one month has
b.        The following charges have been agreed upon        elapsed from the date of the Client giving notice to close
          by the parties to be payable by the Parties to     the Account and the Account Bank has not received any
          the Account Bank :                                 instruction / notice in writing from the Beneficiary(ies)
                                                             directing it not to close the Account.
          (i) a fixed fee payable on an annual basis
          (“Annual Fee”) as provided in Part A of            The notice as above, should clearly specify the manner
          Annexure 2, plus applicable service tax, and       of application of any monies lying in the Account upon
                                                             closure of the Account and such monies shall be
          (ii) an account opening fee (“Account              applied accordingly.
          Opening Fee”) as provided in Part B of
          Annexure 2, plus applicable service tax.
                                                             8. The Account Bank may rely upon any notice or
          It is clarified that these charges are over and    certificate believed by it to have been signed by any of
          above the customary bank charges for               the authorized signatories of a concerned Party
          services including but not limited to issuance     mentioned in Annexure 3, and the Account Bank shall
          of pay order and demand draft.                     not be bound in any such case to call for further
                                                             evidence or be responsible for any losses, liabilities,
c.        In the event the Parties fail to make the timely   costs, damages, expenses or inconvenience that may
          payment to the Account Bank of any Fee, the        be occasioned by its failure to do so.
          Account Bank may withdraw, at any time and
          from time to time, such amounts from the
          Account, as is necessary, for the payment of       9. The Account Bank shall not be obliged to make
          the Fees due and payable to the Account            available any sum which the Parties are expecting to
          Bank, in terms hereof. The Parties agree that      receive from the Account until clear funds are credited
          the Account Bank shall not be required to give     into and available in the Account.
          any notice to any of the Parties before
          exercise of this power.
                                                             10. Notwithstanding anything contained herein, the
          Provided, in the event there are no amounts        Account Bank may refrain from taking any action which
          lying to the credit of the Account, the Account    in its opinion, would or might contravene any law in any
          Bank shall be entitled to charge interest, at      relevant jurisdiction, and do all such things in its opinion
          rates to be determined by the Account Bank at      to comply with all applicable law. The Account Bank
          its sole discretion, on such amounts due, from     shall not be obliged to make any transfer from the
          the date the amounts were due till the date        Account if so directed by any Government Authority.
          such amounts are paid to the Account Bank in
                                                             11. The Parties will at all times maintain confidentiality
                                                             regarding the contents of these Terms and Conditions
6. The Account Bank shall, if by the terms hereof, be        and they shall not make any announcement to the
required to perform any act / take any action on or          public or to any third party regarding the arrangements
within a period ending on a day which is not a Business      contemplated herein without the prior written consent
Day (“Non Business Day”), then such action will be           of the Account Bank. The Account Bank shall be free to
performed / taken by the Account Bank on the                 disclose the contents of these Terms and Conditions
immediately succeeding Business Day. Provided that           and all information in relation to the Parties to its
the Parties (or such of them authorized under the terms      affiliates and subsidiaries and for the promotion of its
hereof) may on every occasion that any action is             business and if required with any Government
required to be taken / performed by the Account Bank         Authority.
on a Non Business Day require the Account Bank to take
/ perform such action on a Business Day preceding the        12. All the notices and other communications required
Non Business Day. Provided further that the instructions     under these Terms and Conditions shall be in writing
as above shall only bind the Account Bank if it is of the    and :
opinion (which opinion shall not be contested) that it
would be able to give effect to such instructions.           a.        if delivered personally or by courier or if sent
                                                                       by registered mail, be deemed given upon
                                                                       delivery at the address provided against the
7. These Terms and Conditions shall, subject to the                    Parties in Part A of Annexure 1 or if to the
rights of the Account Bank to resign, remain in full force             Account Bank at the address provided in Part
and effect until the Beneficiary(ies) issue an                         B of Annexure 1 for delivery of notices.; and
unconditional written notice to the Account Bank
directing the Account Bank to close the Account.             b.        if sent by facsimile transmission, be deemed
                                                                       given on receipt of a confirmation but when
                                                                       sent to the facsmile number as provided

Initials and Stamp of

Client                                            Date                                             Beneficiary
         against the Party in Part A of Annexure 1
         (marked to the attention of the person named       18. The Account Bank may retire at any time provided
         therein) or if to the Account Bank to the          that the Account Bank shall have given notice in writing
         facsmile number as provided in Part B of           to the Parties in that behalf. The period prior to which
         Annexure 1 (marked to the attention of the         the notice shall be given would be as mentioned in
         person named therein).                             Annexure 3 (the “Notice Period”).

Any Party may, from time to time, change its address        The Parties shall, within the Notice Period, appoint any
for the purpose of notices to that Party by giving a        other person to perform the functions of the Account
notice to the Account Bank and the other Parties            Bank, failing which the Account Bank shall be entitled to
specifying a new address, but no such notice will be        appoint any other person to perform such functions.
deemed to have been given until it is actually received     The Account Bank shall not incur any liabilities
by the other Parties and the Account Bank.                  whatsoever on account of or pursuant to such
                                                            appointment and retirement.

13. These Terms and Conditions, the transactions
contemplated herein and the rights and obligations of       19. In case there is any inconsistency between these
the Parties and the Account Bank are governed by, and       Terms and Conditions and any other mandate, writings,
shall be construed in accordance with the laws of India.    letters and documents, the provisions of these Terms
                                                            and Conditions shall prevail. The Parties acknowledge
                                                            and confirm that all prior negotiations, representations,
14. The Parties irrevocably agree that any legal action     understandings, writings and statements of any nature
or proceedings arising out of these Terms and               as to the matters set out herein are hereby superseded
Conditions and in relation to the transactions              in their entirety by these Terms and Conditions.
contemplated herein and the rights and obligations of
the Parties and the Account Bank, may be brought in         20. Operations in the Account
the High Court of Mumbai in India and irrevocably
submits itself to the jurisdiction of that court.           The Account shall be operated in the manner as defined
                                                            in Annexure 3.

15. If any provision of these Terms and Conditions is       21. Notwithstanding anything contained herein,
held to be illegal, invalid, or unenforceable under any     including     Annexure 3, the Parties authorise the
present or future law such provision will be severable      Beneficiary(ies) to give any instructions to the Account
and these Terms and Conditions will be construed and        Bank in respect of the operation and maintenance of the
enforced as if such illegal, invalid, or unenforceable      Account, including withdrawals / transfers of the monies
provision had never comprised a part hereof and the         deposited,     lying    and    available    therein.    The
remaining provisions of these Terms and Conditions          Beneficiary(ies) shall give the instructions only in writing
shall remain in full force and effect and will not be       and the Account Bank shall be bound to follow such
affected by the illegal, invalid, or unenforceable          instructions. If there is any conflict between the
provision or by its severance here from.                    provisions contained in Annexure 3 and the instructions
                                                            hereof, the Account Bank shall be bound by the
                                                            instructions given hereof.
16. These Terms and Conditions and the transactions
contemplated herein shall be binding upon and enure to
the benefit of each Party hereto and the Account Bank       22. The Account Bank shall disclose to the Parties any
and their successors and assigns. The Terms and             information relating to the Account including the credit
Conditions shall not confer upon any person other than      balances and the transactions done from time to time
the Parties hereto and the Account Bank, the benefit of     therein, if so requested by any Party.
any rights or remedies hereunder.

                                                            23. The Parties shall from time to time, on demand by
17. The Client shall not assign or transfer all or any of   the Account Bank, indemnify the Account Bank against
its rights, benefits and obligations hereunder, without     any and all suits, costs, claims, counterclaims, actions,
prior written consent of the Account Bank. The              losses, damages, expenses (including, without
Beneficiary(ies) may assign or transfer all or any of its   limitation, attorney’s fees and court costs) which the
rights, benefits and obligations hereunder, with 30 day     Account Bank may suffer / incur :
prior notice in writing to the Account Bank. The Account
Bank may, subject to clause 18 of these Terms and           a.        in acting in its capacity as the Account Bank
Conditions, on being notified about the assignment /                  hereunder, including any claims for any taxes,
transfer by the Beneficiary(ies) retire as an Account                 payable by any of the Parties, which are made
Bank, without assigning any reason whatsoever. The                    on the Account Bank and / or any costs or
Account Bank may, at any time, assign or transfer all or              expenses charged to it by any persons
any of its rights, benefits and obligations hereunder to              engaged by it in connection with the
any other financial institution / bank / investment                   transactions herein;
institution or any other person without any consent or
approval whatsoever being required to be obtained           b.        as a consequence of the Account Bank relying
from any of the Parties.                                              upon any certificate, notice or communication
                                                                      signed by, or with the authority of a Party; and

Initials and Stamp of

Client                                           Date                                             Beneficiary
                                                            any of them, for any action done, or omitted to be done
c.       in acting upon the provisions of Annexure 3 or     under or pursuant to these Terms and Conditions or for
         any instructions received by it from the           any breach of any covenant or in tort, shall at all times
         Beneficiary in terms hereof.                       be limited to the fees actually received by the Account
                                                            Bank within the previous twelve (12) months, for the
The indemnities contained in this clause shall survive      services rendered by it herein. Provided however that
the termination of the arrangement with the Account         the Account Bank shall not be liable for any indirect or
Bank, whether the same occurs pursuant to clause 7 or       consequential loss or damage, or special or punitive or
clause 18 of these Terms and Conditions.                    exemplary damages, or loss of profit, business,
                                                            revenue, goodwill or anticipated savings to the Parties.
                                                            The Account Bank shall also not be liable for any
24. The Parties agree that the Account Bank shall not       liability, losses, damages, costs, expenses, (including
be liable to any of them for any loss or damage that any    legal fees, court fees and professional fees), suits and
of them may suffer or incur either directly or indirectly   claims that are finally judicially determined to have
as a result of the transactions contemplated herein.        resulted primarily from the negligence or infringing
                                                            action of any of the Parties or any other person.

25. The Account Bank agrees that all monies lying to
the credit of the Account shall, at all times, be
segregated from the other accounts and monies of the
Parties with the Account Bank and from the funds and
properties of the Account Bank.

26.      The Parties agree that notwithstanding
anything contained in these Terms and Conditions, the
aggregate liability of the Account Bank to the Parties or

Initials and Stamp of

Client                                           Date                                           Beneficiary