Omnibus Indemnity format

(To be stamped as an agreement with the duty payable in the location where it is executed

THIS DEED OF INDEMNITY ("Deed") executed at this day of ____________ Two Thousand and
___________by ______, a company incorporated under ________ laws in __________ and having
its registered office at _______________ (hereinafter referred to as "the Indemnifying Party",
which expression shall, unless it be repugnant to the subject or context thereof, include its
successors and permitted assigns) in favor of ICICI BANK LIMITED, a company incorporated
under the Companies Act, 1956 and licensed as a bank within the meaning of the Banking
Regulation Act, 1949, having its registered office at Landmark, Race Course Circle, Vadodara
390 007 and its corporate office at ICICI Bank Towers, Bandra Kurla Complex, Mumbai 400 051
and branch office at _______________________________ (Hereinafter referred to as "ICICI Bank",
which expression shall, unless it is repugnant to the subject or context thereof, includes its
successors and assigns).

WHEREAS

In consideration of ICICI Bank having, at the request of the Indemnifying Party, executed and
agreed to execute and at times renew on its behalf various guarantees/stand-by-letters of credit
(“Guarantees”) or counter guarantees (“ Counter Guarantees”) from time to time in favor of
banks, companies, corporations and such other persons (“Beneficiaries") in India and various
jurisdictions outside India, the Indemnifying Party unconditionally and irrevocably agrees,
confirms and undertakes so as to also bind itself and its successors and assigns, as the case
may be:

(I) To indemnify and keep indemnified ICICI Bank against all actions, proceedings, claims,
demands, duties, penalties, taxes, losses, damages, costs (including costs between
attorney and client), charges, expenses and other liabilities whatsoever which may be
brought or made against or sustained or incurred by ICICI Bank under or in respect of any
and/or all of the Guarantee(s), Counter Guarantee(s) or Stand-by-Letters of Credit(s) as the
case may be or otherwise howsoever in relation thereto, for the aggregate amount that
ICICI Bank may have suffered along with interest at the rate determined by ICICI Bank;

(II) That this Deed of Indemnity is in addition to and not in derogation of any other indemnity/
guarantee and/ or security which the Indemnifying Party may have executed in favor of
ICICI Bank or which ICICI Bank may at any time hold;

(III) That this Deed of Indemnity shall be available to, ICICI Bank, for any action(s) taken or
payments made by ICICI Bank in its sole discretion and without reference to the
Indemnifying Party and notwithstanding any direction to the contrary by the Indemnifying
Party or any other person on the ground of a dispute as to ICICI Bank's liability to the
Beneficiary(s) or otherwise, ICICI Bank may admit, compromise, submit to arbitration,
dispute or resist any claim or demand made against it under or in respect of any and/ or
 all of the Guarantee(s), Counter Guarantee(s) or Stand-by-Letters of Credit(s);

(IV) To pay to ICICI Bank or its successors and assigns, on demand without demur all such
moneys, without questioning the reasonableness or validity or otherwise of any
payment(s) made by ICICI Bank under any and/ or all the Guarantee(s), Counter
Guarantee(s) or Stand-by-Letters of Credit(s) as the Indemnifying Party may become liable
to pay under this Deed of Indemnity;

(V) That the Indemnifying Party agrees, records and confirms that merely on demand from the
Beneficiaries under the Guarantees, Counter Guarantees or Stand-by-Letters of Credits,
ICICI Bank may in its absolute and unfettered discretion pay the whole or a part of the
amount under the Guarantees, Counter Guarantees or Stand-by-Letters of Credits as it
may be instructed, without going into the validity, proprietary or legality of the said
invocation claim and without any reference to and any instructions from the Indemnifying
Party and/ or irrespective of any dispute between the Indemnifying Party and any/ all
Beneficiary(s);

(VI) That irrespective of the reasons due to which any and/or all Guarantee(s), Counter
Guarantee(s) and Stand-by-Letters of Credit(s) remain un-discharged, the Indemnifying
Party shall continue to pay commission to ICICI Bank for such extended period till the
discharge of any and/ or all such Guarantee(s), Counter Guarantee(s) and Stand-by-Letters
of Credit(s). The Indemnifying Party ’s obligations shall not be discharged, impaired or
otherwise affected due to any winding-up or liquidation of the Indemnifying Party or any
failure by ICICI Bank to take any security at any time in respect of the liabilities and/or
invalidity, voidability or unenforceability of any such related security;

(VII) That ICICI Bank shall not be deemed to have accepted any instruction unless and until ICICI
Bank receives the complete instruction on a business day and during the normal business
hours of ICICI Bank. The Indemnifying Party ’s obligation to indemnify for the all the
payments made by ICICI Bank with respect to any and/ or Guarantees, Counter
Guarantees and Stand-by-Letters of Credit(s) shall remain unaffected on account of the
time taken by ICICI Bank to act upon the invocation claim presented by the Beneficiary;

(VIII) That ICICI Bank may in its absolute and unfettered discretion liquidate the security and pay
to the Beneficiary and/ or demand additional security or cash margin and/ or keep the
Bank Guarantee/SBLC open till receipt of duly discharged Bank Guarantee/SBLC or
discharge certificate from the Beneficiary for any failure or omission on the Part of the
Indemnifying Party.

(IX) That where any Guarantee, Counter Guarantee or Stand-by-Letters of Credit provides for
assignment the Indemnifying Party specifically authorizes ICICI Bank to pay to the assignee
in case of an assignment without verifying the validity/legality/enforceability of the
assignment. However, as per the terms of the Guarantee/SBLC, ICICI Bank may in its sole
discretion decide to pay or not to pay to the assignee and the Indemnifying Party shall
abide by the decision and acts of the ICICI Bank in honoring or refusing the obligation
without any demur;
(X) That where any Guarantee, Counter Guarantee or Stand-by-Letters of Credit provides for
invocation by fax or email or such other electronic medium, ICICI Bank may at its sole and
absolute discretion decide not to act on any and/ or all instruction(s) sent by facsimile
transmission or any other electronic mode of communication, and such decision and all
actions of ICICI Bank in relation thereof shall be acceptable, conclusive and binding on the
Indemnifying Party. The Indemnifying Party 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 tampering and unathorised access,
fraudulently or mistakenly written, altered or sent and not to be received in whole or in
part by the intended recipient. The Indemnifying Party shall hold ICICI Bank harmless
against any and or losses due to the instruction on which ICICI Bank has acted, turning out
to be fraudulently/ mistakenly written instruction. The Indemnifying Party shall not hold
ICICI Bank liable for any mistake and/ or omission or for the amount of time taken by ICICI
Bank to act upon instructions sent by facsimile transmission or any other electronic mode;

(XI) That where as per the terms of Guarantee, Counter Guarantee or Stand-by-Letters of Credit,
ICICI Bank has issued/ agreed to issue the guarantee/SBLC that may bind it to renew/ issue
a fresh guarantee/SBLC at the request of the Beneficiary with or without having the
discretion to reject or refuse, the Indemnifying Party confirms that the guarantee/SBLC so
issued is under its sole risk and responsibility.. That the Indemnifying Party further
undertakes to intimate ICICI Bank and send the request for extension of the subject Bank
Guarantee/SBLC immediately on the same being required. The Indemnifying Party shall
also make all requests of non-extension of Guarantee/Counter guarantee/Stand-by-Letters
of Credit well in advance. ICICI Bank may at its discretion renew or extend the
Guarantees/Counter Guarantees/Stand-by-Letters of Credit or refuse the extension of the
Guarantees, Counter Guarantees or Stand-by-Letters of Credit and it is also authorised to
pay under the Guarantee either on invocation or suo moto.

(XII) That where the Guarantee, Counter Guarantee or Stand-by-Letter of Credit is governed by
a foreign law/ provisions of ICC Publications, as the case may be and is subject to a
foreign jurisdiction, ICICI Bank shall be free to ask for a legal opinion from a reputed legal
firm of the foreign jurisdiction at the cost of the Indemnifying Party and Indemnifying Party
shall not raise any dispute or challenge on the validity, legality or enforceability of the
Guarantee, Counter Guarantee or Stand-by-Letter of Credit issued by ICICI bank or any
invocation or claim received by ICICI Bank or any payment or non payment or delayed
payment made by ICICI bank under the laws and regulations of the country mentioned in
the request letter for issuance of Guarantee, Counter Guarantee or Stand-by-Letters of
Credit.

(XIII) That ICICI Bank, may proceed against and recover from any property of the Indemnifying
 Party (including any monies or security for the time being held by ICICI Bank on account of
the Indemnifying Party) by sale or otherwise and allocate and apply the net proceeds of
sale and realization thereof independently in such order and in such manner as ICICI Bank
may think fit in or towards payment of any monies payable by the Indemnifying Party to
ICICI Bank hereunder. In the event of non-payment/ failure in making the payment(s) ICICI
Bank may charge any of Indemnifying Party ’s accounts held with ICICI Bank with any sum
of money that is payable by it in connection with any or all of the Guarantees, Counter
Guarantees and Stand-by-Letters of Credit or payable to ICICI Bank in pursuance of this
Deed of Indemnity herein.

(XIV) That this Deed shall remain in force until all monies which have been paid by ICICI Bank
under the Guarantees, Counter Guarantees or Stand-by-Letters of Credit are repaid to ICICI
Bank, in full by the Indemnifying Party and till all such Guarantees, Counter Guarantees
and Stand-by-Letters of Credit executed by ICICI Bank as required by the Indemnifying
Party in favor of the Beneficiaries are discharged and ICICI Bank have had the discharge
confirmed in writing and received and all such Guarantees, Counter Guarantees and
Stand-by-Letters of Credit are duly cancelled.

(XV) That the applicable law for this indemnity shall be _________and this indemnity shall be
subject to the jurisdiction of ________.

IN WITNESS WHEREOF the Indemnifying Party has caused its Common Seal to be affixed to
these presents on the day, month and year first herein-above written.

The Common Seal of ___________________________________ was hereunto affixed pursuant to a

Resolution of its Board of Directors of the said Company passed in that behalf on the
________________ day of ____________________ in the presence of _________________ who have
signed in witness thereof.