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Mani Documents

This Loan Agreement outlines the terms between the Borrowers and Wortgage Finance Private Limited, the Lender, for a loan facility as specified in Schedule I. The Borrowers are required to comply with various conditions, including creating security over the property and adhering to repayment schedules. The agreement details definitions, loan terms, interest rates, and conditions for disbursement and foreclosure of the loan.
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0% found this document useful (0 votes)
38 views44 pages

Mani Documents

This Loan Agreement outlines the terms between the Borrowers and Wortgage Finance Private Limited, the Lender, for a loan facility as specified in Schedule I. The Borrowers are required to comply with various conditions, including creating security over the property and adhering to repayment schedules. The agreement details definitions, loan terms, interest rates, and conditions for disbursement and foreclosure of the loan.
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LOAN AGREEMENT

This Loan Agreement (“Agreement”) is made at the place and on the day, month and year as set out in Schedule
I hereto.

BETWEEN

The Borrower and the Co-Borrowers described as stated in the Schedule hereinafter referred to as the
“Borrowers” (which term shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and
include in case of (a) an individual, his/her/their heirs, legal representatives, executors, administrators and
permitted assigns, (b) a proprietorship firm, the proprietor(ess) (both in his/her personal capacity and as
proprietor(ess) of the concern) and his/her/their heirs, legal representatives, executors, administrators, permitted
assigns and successors of the concern), (c) a company, its successors and permitted assigns, (d) a limited liability
partnership, its successors and permitted assigns, and (e) a partnership firm, each of the partners and survivor(s)
of them and the partners from time to time (both in their personal capacity and as partners of the firm) and their
respective heirs, legal representatives, executors, administrators, permitted assigns and successors of the firm, (f)
an HUF, its Karta/manager, coparceners, members, successors and permitted assigns, (g) a trust, trustees,
successors and permitted assigns and any co-borrower/(s) (if applicable) as may be identified under Schedule I of
this Agreement) of the FIRST PART;

AND

Wortgage Finance Private Limited, a company incorporated under the Companies Act, 2013 and registered as
a non-banking financial company under the provisions of the Reserve Bank of India Act, 1934 having its registered
office at No.251, Second floor 17th Cross, 5th Main, 6th Sector, HSR Layout, Bangalore, 560102 Karnataka,
hereinafter referred to as "the Company / the Lender" (which expression shall, unless repugnant to the context
or meaning thereof, shall be deemed to mean and include its successors and permitted assigns) of the SECOND
PART.

The expression Borrower shall, unless it is repugnant to the context or meaning thereof, be deemed to mean and
include:

(i) in case the Borrower is a company incorporated under the Companies Act, 1956 or 2013, its successors
and permitted assigns;
(ii) in case the Borrower is a partnership firm, formed under the Partnership Act, 1932, the partners for the
time being and from time to time of the said firm, the survivor or survivors of them and their respective
heirs, executors and administrators.
(iii) in case the Borrower is a sole proprietorship, the sole proprietor and his/her heirs, executors and
administrators;
(iv) in case the Borrower is an individual his/her heirs, executors and administrators.

The Lender and Borrower are hereinafter each individually referred to as “Party” and collectively as “Parties”.

WHEREAS

A. The Lender is a non-banking financial company inter alia engaged in the business of granting financing
facilities to various persons.

B. The Borrower has approached the Lender and has requested Lender to provide a Loan as more particularly
described in Schedule I to this Agreement (and defined hereinbelow) and the Lender, subject to the
Borrower, complying with the terms and conditions of this Agreement and the Schedules and Annexures
hereto, has agreed to provide the Loan Facility to the Borrower.

C. The Borrower has proposed to create security over the Property (hereinafter defined) in favour of the
Lender by executing the Security Document (hereinafter defined) as the principal and primary instrument
for availing the Loan Facility.

D. Subject to the Borrower agreeing to execute the Security Document, and complying with the terms and
conditions of this Agreement and the Schedules and Annexures hereto the Lender has agreed to grant the
Loan Facility to the Borrower.
E. The Parties hereto are now desirous of inter alia entering into this Agreement to set out the terms and
conditions in relation to the Loan Facility.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND DECLARED BY AND
BETWEEN THE PARTIES AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

i. ‘Agreement’ shall mean this agreement including the schedules and Annexures hereto and shall
also include any supplementary, amendatory agreement/s letter/s or writing/s related hereto, in each
case as amended from time to time by the parties hereto

ii. “Applicable Law” shall mean any statute, regulation, notification, circular, ordinance, requirement,
bye-law, enactment, rule, direction, guideline announcement or order/decree, judgment or other
binding action or requirement of an Authority/Government Authority having jurisdiction in the
matter in question.

iii. “Authority” means any government or governmental authority, trade agency, department, agency
or instrumentality of any government thereof, departments, bodies, regulatory authorities,
government authorities, commission, any court or arbitral tribunal and the governing body of any
securities exchange or other securities self-regulatory body.

iv. “Business Day” shall mean any day which is not a Saturday or a Sunday or a day which is not
declared a holiday under Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881) at
Karnataka and the place where the Loan Facility has been disbursed;

v. “Cooling-Off Period” shall mean the time window as determined by the Lender which shall be
given to Borrowers for exiting Loan Facility, in case a Borrower decides not to continue with the
Loan Facility.

vi. “DLA” shall mean the mobile and web-based digital lending application of the LSP or a third party
appointed by the Lender with user interface that facilitate the provision of Loan Facility by the
Lender.

vii. “Due Date” shall mean the date(s) on which any amounts in respect of the Outstanding Balance
become payable in accordance with the repayment schedule including and not limited to the
Principal amount of the loan, Interest thereon (whether comprised in the EMI’s or not), costs and
expenses, Fees, Charges, and/or any of the other monies, under the Facility Documents.

viii. “Facility Documents”/ “Transaction Documents” shall mean this Agreement and any document,
including the Security Documents, Key Fact Statement (KFS), executed pursuant to this Agreement
from time to time and any amendments thereto. The term Facility Documents /Transaction
Documents shall be construed accordingly.

ix. “Foreclosure Charges” shall mean that charges payable by the Borrower on the principal Loan,
pursuant to foreclosure/ or make repayment of entire Outstanding Balance. Foreclosure Charges will
not be applicable during the Cooling- Off Period.

x. “LSP” shall mean the lending service provider who carries out one or more of Lender’s functions
or part in compliance with the Guidelines on Digital Lending dated September 02, 2022.

xi. “Interest” means the interest payable by the Borrower to the Lender on the principal outstanding in
accordance with this Transaction Documents.

xii. "Loan"/ "Loan Facility" means the loan amount disbursed by the Lender to the borrower(s) as per
the Transaction Documents, subject to the conditions and details of which mentioned in Schedule 1
xiii. “Material Adverse Effect” means the effect or consequence of any event or circumstance which
has or could reasonably be expected to have an adverse effect on:

(a) the condition (financial or otherwise), operations, business or assets of the Borrower, which
adversely impacts the ability of the Borrower to meet its payment obligations under the
Facility Documents; or
(b) the validity or enforceability of the Security or part thereof created in relation to the Loan
Facility.

xiv. “Outstanding Balance” means the outstanding principal Loan Facility, Interest, and all other fees
and charges, as specified in this Agreement due and payable as outstanding from time to time.

xv. “Penal Charges” means the charges that may be levied by the Lender on account payment default
and detailed under Schedule I. Notwithstanding anything to the contrary contained under the
Transaction Document, it is hereby clarified that the Lender shall not charge Penal Charges on the
outstanding Interest payable by the Borrower.

xvi. “Prepayment Charges” shall mean that charges payable by the Borrower on the principal Loan,
pursuant to part prepayment of the Outstanding Balance.

xvii. “Property” shall mean and include any residential/commercial immovable property or a plot for
land, more particularly described in Schedule II hereto which is legally owned/ by the Borrower
either singly or jointly. Property shall include the improvements made or occurred to it whether or
not by utilising the loan proceeds and also all benefits arising out of the Property.

Without prejudice to the generality of the above “Property” shall also include:

(a) In the case of part of a building, the entire built- up area (and any additions thereto), the
proportionate share in the common areas of the building and the proportionate undivided
share in the land on which the said building is situated or is being built / will be built; or
(b) In the case of a flat, the entire built-up area (and any additions thereto), the proportionate
share in the common areas of the building in which such flat is / will be situated and the
proportionate undivided share in the land on which the said building is situated or is being
built / will be built; or
(c) In the case of an independent structure, the structure and entire plot of land on which the
structure is situated or is being built / will be built; or
(d) In the case of an individual house, the house and entire plot of land on which the house will
be built.

xviii. “Purpose” shall have the meaning assigned to the term in Clause 2 (ii) of this Agreement.

xix. “Security” shall mean the security / charges created / to be created over the Property under the terms
of the Facility Documents and detailed under Schedule I.

xx. “Security Document” means all such deeds, documents and writings as may be necessary for the
purpose of creation and perfection of the Security as agreed under this Agreement including but not
limited to the mortgage deed.

Interpretation:

i. In this Agreement reference made to any laws, statutes, statutory provisions, regulations or guidelines shall
include reference to the laws, guidelines, statutes, statutory provisions, regulations and guidelines as
amended, modified, re-enacted or replaced from time to time whether before or after the date of the
execution of this Agreement.

ii. Reference to a person shall include an individual, body corporate, company, partnership firm,
proprietorship firm, limited liability partnership, trust and any other entity having legal capacity to contract.
iii. Headings in this Agreement are for convenience only and they shall not form an operating part of the
Agreement and shall not be taken into consideration in respect to interpretation of the Agreement.

iv. Unless otherwise provided, reference to one gender shall mean reference to the other, and words importing
singular shall include the plural and vice versa.

v. The terms “repayment” includes “redemption” and vice-versa and repaid, repayable, repay, redeemed,
redeemable and redemption shall be construed accordingly.

2. LOAN FACILITY

i. Relying on the representations and warranties of the Borrower, and subject to the terms and
conditions contained herein and, in the Schedules, and Annexures hereto, as may be applicable
Lender has agreed to grant to the Borrower and make available the Loan Facility to the Borrower.

ii. The Loan is granted for the purpose as specified in Schedule I, hereto (“Purpose”). The Borrower
hereby agrees to utilize the Loan only for the Purpose.

iii. Lender shall at its sole discretion, grant such limit with respect to the Loan Facility under this
Agreement as it may deem fit.

iv. Any enhancement of the Loan Facility may be made by Lender in its sole discretion upon receiving
a written request from the Borrower for the purpose. The terms and conditions that shall be
applicable to such enhanced Loan Facility, including the Interest payable thereon, creation of
Security (as defined hereunder) therefore and execution of further/fresh documentation, shall be as
determined by Lender in its discretion at the time that the Loan Facility is enhanced.

v. The Borrower may request for disbursement only if: (a) no Event of Default or potential event of
default has occurred or is continuing, (b) no Material Adverse Effect in the opinion of the Lender
has occurred and (c) the Borrower has agreed to the terms of the Transaction Documents.

vi. The Borrower's request for availing the Loan after executing the Transaction Documents shall be
irrevocable, till the Loan is repaid in full, or cancelled during Cooling Off Period.

vii. During the Cooling-off Period, the Borrower has the option to foreclose the Loan by paying the
complete Loan Amount. In such event, a one-time processing fee, loan documentation fee(s), will
be retained by the Lender and an amount proportionate to the APR for the period until the closure
of the Loan will be charged to the Borrower. The foreclosure of Loan cancellation of shall be in
accordance with the Transaction Documents.

viii. The Borrower hereby agrees that for the purpose of availing the Loan Facility, it shall comply with
all the requisite formalities including signing of all deeds, documents, letters, undertakings and
things as may be required by Lender from time to time and as may be necessary and incidental to
this Agreement.

ix. The Lender shall be at liberty not to grant additional limits at its sole discretion after review of the
account and facilities.

3. TERMS AND CONDITIONS OF LOAN FACILITY

i. Tenure

The tenure of the Loan Facility granted hereunder shall be for such period as may be set out in
Schedule I hereto (“Tenure”).

ii. Interest
a. The Loan Facility shall carry such rate of interest as more particularly specified in Schedule
I to this Agreement.

b. The Interest payable by the Borrower to Lender under the Loan Facility shall be calculated
as set out in Schedule I to this Agreement and shall be payable to Lender at the intervals /
period as set out in Schedule I to this Agreement.

c. In the event Borrower intends to prepay/ foreclose the Loan, before the Due Dates, the
Interest on the Loan would be calculated upto the date of actual foreclosure. The Borrower
shall be liable to pay Foreclosure Charges as specified under Schedule I, if the Borrower
intends to foreclose the Loan after expiry of Cooling Off Period.

d. In case of default by the Borrower in the Repayments (as defined hereunder) of the Loan
Facility on the relevant Due Dates set out in the Repayment Schedule (as defined hereunder),
the Borrower shall be liable to pay to Lender such Penal Charges, EMI Bounce Charges at
the rate more particularly mentioned in Schedule I hereto for the period during which such
default continues.

e. If the respective Due Date is not a Business Day, then the Borrower agrees that the payment
shall be made on the preceding Business Day.

f. The Borrower acknowledges and agrees that (i) the rates of Interest specified in the
Transaction Documents are reasonable and that they represent genuine pre-estimates of the
loss expected to be incurred by the Lender in the event of non-payment of any monies by the
Borrower.

4. DISBURSEMENT

i. Lender hereby agrees and confirms that subject to fulfilment and compliance by the Borrower of
all the conditions as may be prescribed by Lender from time to time or as provided under this
Agreement, including the conditions precedent set forth in Schedule III hereto (“Condition
Precedent”) within the time specified in Schedule I hereto and the continuing Conditions Precedent
set forth hereinabove, Lender shall disburse the Loan Facility as mentioned in Schedule I .

ii. The Lender reserves the right to reject the disbursal of the balance Loan Facility, if any Event of
Default has occurred or may occur or any ongoing Conditions Precedent becomes invalid or ceases
to be true.

iii. Interest on the Loan will begin to accrue in favour of the Lender as and from the date of
disbursement of the Loan. The Lender may by notice to the Borrower suspend or cancel further
disbursements of the Loan, if conditions to disbursement have not been complied by the Borrower.

iv. The following documents will be submitted by the Borrower(s) to the Lender at the time of
disbursement:

(a) KYC documents of the Borrower and joint owner of the Property.
(b) All receipts for payment of dues to the builder/society/limited company and tax paid receipts
in respect of the Property.
(c) Evidence that all consents, approvals and permissions required for availing the Loan Facility
and/or creation of Security have been obtained or evidence to the effect that these are not
required.
(d) All original Property ownership documents including documents of title, evidence, deeds
and writings in respect of the said Property deposited/to be deposited with the Lender (“Title
Deeds”).
(e) Policies duly assigned in favour of the Lender/collateral insurance policy with respect to the
Property.
(f) Such additional documents and in such form and manner and within such times as may be
prescribed by the Lender from time to time.
(g) In case of joint ownership, a power of attorney from the other joint owners to carry out and
execute all acts and deeds in respect of creating security interest in favour of the Property.

v. The Lender reserves the right to ask for additional documents of the Borrower relating to the
financial status, utilisation of Loan proceeds, Property, stage of construction of the Property, address
and contact details, documents relating to know your customer (KYC) requirements, etc. post
disbursement of the Loan Facility. In the event such documents are not submitted by the Borrower
within the time period stipulated by the Lender, the Lender shall be entitled, without prejudice to
its right to recall the Loan Facility or exercise any other remedy available to it, at its sole discretion
after notifying the Borrower to cover the additional risk arising from maintaining such Loan.

vi. The Borrower shall seek disbursement of the Loan by way of a written request to the Lender, to be
made at least 3 (three) Business Days prior thereto, and make payment of the amount of the
disbursement to any third party or person as may be directed by the Borrower and as specified in
the written request or to the Borrower himself. The Borrower hereby acknowledges receipt of the
Loan disbursed as indicated in the receipt signed by the Borrower and agrees to acknowledge receipt
of the Loan against future disbursement, if any.

vii. It is further clarified that the Lender shall verify all such details as it shall deem fit and necessary
and which will be provided by the Borrower accordingly, prior to making any disbursements.

viii. The Lender's actions will be on 'best effort' basis and the Lender bears no responsibility and shall
depend on the details provided by the Borrower in this regard.

ix. All disbursements to be made to the Borrower under or in terms of this Agreement shall be made
via electronic modes such as RTGS transfer/NEFT/NACH unless the Borrower specifically requests
for an instrument like A/c Payee Cheque/ Demand Draft, which shall be duly crossed and payable
at par at all locations in India and the charges, if any, in respect of all such mode/s of payments will
have to be borne by the Borrower

5. COSTS AND CHARGES

i. The Borrower shall forthwith pay or reimburse to Lender all costs, charges, fees, expenses
(including charges of the attorney, legal counsel and other experts, consultants or professionals),
disbursements, taxes, registration charges and stamp duties whatsoever incidental to or arising out
of the Loan Facility, its negotiation, the preparation, execution, registration and stamping of the
documents relating thereto, including in relation to the documents connected with the Security
furnished to Lender for the Loan Facility, and the preservation and protection of Lender’s rights
and interest or for enforcement or realization of any Security or any demand or any attempted
recovery of the amounts due from the Borrower under the Loan Facility.

ii. It is further agreed that following the execution of the Facility Documents, Lender shall not bear
any and all fiscal levies (including Stamp duty and sales tax) which may be imposed pursuant to or
on any of the Facility Document as a result of the Facility Documents being taken out of the State
in which the same were executed.

iii. Over and above the Interest payable under the Loan Facility, the Borrower agrees to make payment
of all such fees, charges (as and when applicable) to Lender as more particularly set out in of
Schedule I hereto.

iv. The Borrower hereby agrees to indemnify and keep indemnified Lender fully and completely
against the liability in respect of all such costs, charges and expenses stipulated herein.

v. All payments by the Borrower shall be made in freely transferable funds without any set off, counter
claim or any deduction. The Borrower shall not deduct or withhold any tax at source from the
payment to be made to the Lender.

vi. The Borrower shall be liable to pay any other fee, charges, levies as may be imposed by the RBI or
any other regulator or statutory body, in accordance with Applicable Laws.
6. SECURITY

i. The Borrower agrees that the payment of Outstanding Balance under these presents and
performance of all obligations under the Facility Documents to the satisfaction of the Lender shall
be secured by the Securities as more particularly set out in Schedule II hereto (“Secured
Obligation”). The Lender shall have the right to prescribe the type of security and the place, timing
and the manner of its creation.

ii. In pursuance of, and subject to, the Agreement and other Facility Documents, the Borrower shall
secure by way of a first and exclusive charge in favor of the Lender, as security towards discharge
of the Secured Obligation hereunder.

iii. The Borrower agrees, at its sole cost and expense, to do all such acts and execute all such Security
Documents, deeds, and writings as may be necessary for the purpose of creation and perfection of
the Security as agreed under this Agreement.

iv. The Borrower further confirms and agree to the following terms and conditions with respect to the
Security created in favour of Lender under this Agreement.

(a) The Borrower agrees with, and undertakes that the Lender, shall have a first and exclusive
charge over the Security and that the Borrower shall not create any other encumbrance,
charge or security interest in the Security in favour of any other person or body, except with
the prior written consent of the Lender.

(b) The Borrower hereby expressly agrees that, if in the sole opinion of Lender, the Borrower
has defaulted in any of its obligations under the Facility Documents or otherwise Lender
shall be entitled to enforce the Security with notice to the Borrower and utilize the proceeds
thereof firstly towards the costs, Interest, expenses, payable by the Borrower, secondly
towards charges in relation to the documents connected with the Security furnished to Lender
for the Loan Facility; thirdly towards the principal amount of the Loan Facility and lastly
towards any cost of any damage or loss caused to Lender arising out of or through such
default on the part of the Borrower.

(c) The Borrower shall deposit the Title Deeds / create mortgage relating to the Property as may
be required by the Lender, on the day of the execution of this Agreement and in no event
subsequent to disbursement of the Loan. The deposit of Title Deeds by the Borrower to the
Lender is an essential condition of the disbursement of the Loan Facility. The Lender shall
not disburse the Loan Facility into the account of the Borrower before the completion of the
deposit of the Title Deeds or creation of mortgage and submission of other documents as
may be applicable to the satisfaction of the Lender.

(d) The appropriation by Lender of the Security in accordance with the provisions of this
Agreement shall not discharge or relieve the Borrower of its obligations to Lender under this
Agreement and shall be without prejudice to any other right and/or remedy that Lender may
have in equity or in law.

(e) The Securities furnished by the Borrower to the Lender in connection with the Loan Facility
shall be duly perfected and shall remain as continuing securities to the Lender and the same
shall be binding upon the Borrower.

(f) The Security shall not be discharged by any intermediate payment by the Borrower(s) or any
settlement of accounts by the Borrower(s) and be in addition to and not in derogation of any
other security which the Lender may at any time hold in respect of the Borrower(s)’s dues
and shall be available to the Lender until all accounts between the Lender and the
Borrower(s) are ultimately settled.

(g) The borrower further agrees that the security created for (a) all other monies that may be due
and payable by the Borrower or any account whatsoever whether present or future including
any liability of the Borrower as a surety or the co-obligator with single or along with any
other person (b) loan granted/continued to the group of companies. associate of the borrower
will be linked as cross liability. The security created under this Agreement and the liability
of the Borrower shall not be affected, impaired or discharged by winding up (voluntary or
otherwise) or by any merger or amalgamation, reconstruction, takeover of the management,
dissolution or nationalization (as the case may be) of the Borrower. The Borrower covenants
that the security provided by the Borrower shall remain valid for the balance due, or any
other financial benefits obtained by the Borrower from any of the group companies.

(h) Upon termination of this Agreement, the unutilized Security shall be enforced, and the
amounts realized therefrom shall be utilized to set-off any outstanding amounts, including
the Outstanding Balance, due and payable by the Borrower to Lender whether under this
Agreement or otherwise. The balance, if any, shall be refunded to the Borrower upon
Lender’s complete satisfaction of payment of all Outstanding Balance or any other dues
whatsoever.

(i) Further, the Borrower expressly accepts that if the Borrower fails to pay any monies on the
Due Dates set forth in the Repayment Schedule or which may be declared due prior to the
date when it would otherwise have become due, or commits any other default under this
Agreement, then in such an event, Lender shall, without prejudice to any other right that
Lender has in law, be absolutely entitled to exercise all or any its rights of lien and set-off to
recover the any dues from the Borrower.

(j) The Lender may during the term of this Agreement also require for the Borrower(s) to create
additional security and the Borrower(s) undertakes to create or cause to create such
additional security as and when called upon by the Lender. Without prejudice to the above,
the Borrower shall create such additional security (a) in the event of the Outstanding Balance
being more than the market value of the Security or otherwise in accordance with the margin
requirements of the Lender; and (b) in the event of destruction or damage or depreciation or
fall in value of any Security given to the Lender or the title of any such Security being
unclear, unmarketable or encumbered in the opinion of the Lender or affecting the value of
the Security in any manner whatsoever. The Borrower agrees that the Borrower shall, at its
sole cost and expense, sign and execute all such other deeds, documents and forms for this
purpose as may be required by Lender. The term “Security” as used herein shall be deemed
to mean and include such additional security and the terms and conditions of this Agreement
and the applicable Schedules hereto shall also apply to such additional security.

(k) The Borrower may, with the prior written consent of Lender, replace the Security with such
alternate security as may be acceptable to Lender to its satisfaction. In the event that the
Security is replaced by the Borrower with such alternate security, the Borrower shall bear
all costs incidental thereto that may be incurred by Lender, including but not limited to
creation of fresh security, conducting of title searches and valuation appraisal.

(l) The Borrower(s) shall not sell, charge, lease, surrender, assign, transfer, let, further
encumber or otherwise howsoever alienate, transfer, create interest in favour of any other
person or deal with/in the said Property/Security so created or any part thereof or permit any
charge, encumbrance or lien of any kind whatsoever to be created over such
Property/Security during the continuation of the obligations under this Agreement, i.e. till
the Outstanding Balance are repaid in full.

(m) The relevant municipal taxes, dues to the government and outgoings of the co-operative
society and all kinds of dues connected with the said Property would be paid in time by the
Borrower(s) and nothing shall be done which will adversely affect the security in any manner
whatsoever.

(n) All reasonable costs incurred by Lender after an Event of Default (not being
inadequate/insufficient Security) has occurred in connection with preservation of the
Security (whether now or hereafter existing) or collection of amounts due under this
Agreement shall be charged to the Borrower and reimbursed as Lender shall specify.
(o) The Borrower irrevocably appoints the Lender to be its attorney with full power of
substitution and in its name or otherwise on its behalf to sign, seal, execute, deliver, perfect
and do all deeds, instruments, acts and things which may be necessary or which the Lender
shall think proper or expedient for carrying out any obligations imposed on the Borrower
hereunder or for exercising any of the powers hereby conferred in connection with the
Securities or the exercise of any rights in respect thereof or for giving to the Lender the full
benefit of the security interest on the Property, created herein upon the occurrence of an
Event of Default and so that the appointment hereby made shall operate to confer on the
Lender, authority to do on behalf of the Borrower, anything which they can lawfully do as
the attorney of the Borrower and without prejudice to the generality of the foregoing, the
Borrower has appointed the Lender without creating any obligations (financial or otherwise)
on the Borrower, other than the obligations assumed by the Borrower in terms of this
Agreement, inter alia, to:

(i) Execute and do all acts, deeds and things which the Borrower is authorized to execute
and do the same under the covenants and provisions herein contained;
(ii) Use the name of the Borrower in the exercise of all or any of the powers by these
presents or by Applicable Law conferred on the Lender as may be reasonably
required;
(iii) Execute on behalf of the Borrower, such documents and deeds as may be necessary
to give effect to the provisions of this Security and for the preservation, enforcement
and realization of the security interest created hereby; and
(iv) Recover any or all of the Securities as a consequence of Event of Default.

For the avoidance of doubt, it is clarified that the right of Lender under this clause to sell or
otherwise dispose of the Securities shall be without prejudice to the rights of Lender under the
Facility Documents or under Applicable Laws.

(v) The Borrower hereby ratifies and confirms and agrees to ratify and confirm any deed,
instrument, act or thing which the Lender, as attorney of the Borrower may perform,
execute or do without assuming any obligations (financial or otherwise), unless
otherwise agreed by the Borrower under this Agreement.

(vi) In case the Lender so requires, the Borrower hereby agrees to procure a guarantee
executed by such persons as required by the Lender and in the form and manner to
the satisfaction of the Lender.

7. RELEASE OF SECURITY

Lender agrees that upon being satisfied that all monies disbursed under the Loan Facility together with
Outstanding Balance and all other monies payable hereunder , have been paid off to the satisfaction of
Lender and upon payment of all costs, charges and expenses incurred by Lender and upon observance and
performance of the terms and conditions and covenants herein contained and in any other document or
deed executed by the Borrower with respect to the Loan Facility and any other facility that Lender may
have extended to the Borrower, Lender shall, at the request and cost of the Borrower, release to the
Borrower or as the Borrower may direct or to such other person entitled thereto, the Security created in
favour of Lender.

8. SET-OFF

Without prejudice to the other rights of the Lender, the Lender shall have a paramount charge, lien and
right of set off on all monies, securities, deposits and other assets and properties belonging to the Borrower
or standing to the Borrower’s credit (whether singly or jointly with any other person(s) in any account
whatsoever with any branch of the Lender for any purpose whatsoever and the Lender shall be entitled to
appropriate the same for the settlement of any amount due and unpaid by the Borrower.
9. REPAYMENT

i. The disbursed amount under the Loan Facility shall be repaid and Interest thereon shall be paid in
such instalments and at such intervals (“Repayments”) and in such manner, including by way of
equated monthly instalments (“EMIs”), as more particularly described in Schedule I attached hereto
(hereinafter referred to as the “Repayment Schedule”) or as may be notified by Lender to the
Borrower in writing from time to time. The Borrower understands that any moratorium or deferment
of EMI that is provided by the Lender on the Loan shall be at their sole discretion in accordance
with Applicable Laws, and there shall be no demur or protest by the Borrower in this regard.

ii. All Repayments to be made by the Borrower to Lender under this Agreement shall be made without
any delay or demur and free and clear of and without any deduction for or on account of any taxes
whatsoever or by way of set off or counterclaim or otherwise of any amount due or alleged to be
due or outstanding from Lender or any other person and notwithstanding any legal limitation,
disability or incapacity of the Borrower or any of them.

iii. If the Borrower is required to make any such deductions, then, in such case, the sum payable to
Lender shall be increased to the extent necessary to ensure that, after making such deduction, Lender
receives and (without any liability for such deduction) a sum equal to the sum which it would have
received had such deduction not been made or required to be made.

iv. In the event, the Borrower is required under any law, rule or regulation for the time being in force,
to deduct any tax at source on interest payments (“TDS”), the Borrower shall (i) deduct TDS on all
Interest payments on each of the interest payment date (“Interest Payment Date”); (ii) deposit such
TDS with the concerned Authority in accordance with the applicable rules and regulations
prescribed in respect thereof; and (iii) submit the proof of deposit for such TDS (“TDS Certificate”)
to Lender within 30 days from close to each financial year, as stipulated for deposit of TDS
payments in terms of the applicable rules and regulations prescribed in respect thereof.

v. Lender shall not be required to give any notice, reminder or intimation to the Borrower regarding
its obligation to repay the amount payable hereunder on the Due Dates and it shall be entirely the
Borrower’s responsibility to ensure prompt and regular repayment of the amount payable by the
Borrower to Lender on the Due Dates and in the manner herein provided.

vi. All payments due and payable under this Agreement and made by the Borrower shall be
appropriated towards such dues in the following order, viz.

a. Costs, charges, expenses and other monies;


b. Interest on costs, charges, expenses and other monies,
c. Interest including additional charges payable in this Agreement;
d. Liquidated damage on defaulted amounts;
e. Repayment of instalment of principal due and payable under this Agreement.

vii. The mode of Repayment will be either through post-dated cheques (“PDCs”) or NACH (as defined
below) to debit the Borrower account or any other mode as may be agreed to by Lender.

viii. The Borrower(s) shall furnish to the Lenders, a mandate in favour of the Lenders setting out
National Automated Clearing House (“NACH”) instructions in form and manner agreeable to the
Lenders such that the mandate will provide for (i) the debit frequency specified as “as and when
presented”; (ii) debit type specified as “maximum” instalment amount; (iii) period of mandate
specified with an identified date as acceptable to the Lenders (hereinafter referred to as the “NACH
Mandate”).

ix. Without prejudice to any other rights or remedies the Lender may have under this Agreement and /
or under the Applicable Laws, the Borrower(s) shall be liable to pay EMI Bounce Charges as stated
in the Schedule I in case of dishonour of the NACH Mandate on the first presentation. The levy of
charge upon dishonouring of the repayment instruments is without prejudice to the rights of Lenders
under the Negotiable Instruments Act, 1881, as amended and as in force for the time being, and
without prejudice to the other rights, which the Lenders have under this Agreement or under
Applicable Laws or equity. The Borrower agrees and acknowledges that Lender may at its sole and
absolute discretion at any time hereafter discontinue this arrangement of debiting the account
through the NACH Mandate and insist for delivery of PDCs for Repayment, which shall be
delivered by the Borrower to Lender forthwith.

x. If Repayment is through PDCs, the Borrower shall, as a Condition Precedent, hand over to Lender,
PDCs towards repayment of the principal amount of the Loan Facility and Interest accrued thereon.

(a) Undertaking to honour all PDCs: The Borrower confirms and undertakes that the Borrower
shall honour all post-dated cheques as and when presented by Lender for payment and shall
ensure that sufficient funds are available in the said account held with the drawee bank to
enable the said payments.

(b) Fresh PDCs: As and when called upon by Lender, the Borrower shall provide at each
instance fresh PDCs drawn in the name of Lender or in such other name as may be intimated
by Lender for effecting payments of any sums payable by the Borrower under this
Agreement:

(c) Damage or Loss of any PDCs: Lender shall not in any way be responsible for delay,
omission, or neglect in encashment, damage, or loss of any PDCs for any reason whatsoever;

(d) New PDCs against damaged or lost PDCs: If any or all the PDCs delivered to Lender by the
Borrower is/are lost, destroyed or misplaced while in custody of Lender or its agents, or
becomes non-cashable due to any reason including death, resignation, retirement,
insolvency, lunacy, termination of authority or otherwise of the authorized signatory or any
one or more of the authorized signatories (if more than one) of the Borrower; then in that
event, the Borrower shall, within [●] Business Days of receipt of any intimation of such
event, immediately deliver to Lender such numbers of fresh PDCs to replace such PDCs.
The replacement PDCs shall be drawn in the manner mentioned in this Agreement or as
directed by Lender. Any non-presentation on the part of Lender of any PDCs, due to any
reason whatsoever, shall not in any manner affect the liability of the Borrower to repay the
Loan Facility or its other obligation under this Agreement.

(e) No stop payment or other similar instructions: The Borrower shall not give any instructions
to Lender to not deposit or otherwise to not encash any or all the PDCs given by it. In the
event of the Borrower or any other person on behalf of the Borrower giving such instructions,
then it shall be presumed that the same was done to avoid prosecution under the provisions
of the Negotiable Instruments Act, 1881. Any dishonour of the PDCs or their being returned
unpaid for any reason shall give rise to the presumption that the Borrower from the very
inception had no intention to honour the PDCs and the same have been given with a
malicious intention to fraudulently obtain the Loan Facility and the Borrower shall be liable
to be prosecuted under the provisions of any Applicable Law.

(f) No notice/reminder or intimation otherwise before presentation: No notice, reminder or


intimation shall be required to be given by Lender to the Borrower prior to the presentation
of any PDC to the drawee bank(s) for encashment thereof.

(g) Dishonour of PDCs: Without prejudice to the rights of Lender under Applicable Law and in
addition to the rights and remedies of Lender as specified elsewhere in this Agreement, in
the event of dishonour of PDCs issued by the Borrower, the Borrower shall be liable to pay
dishonour charges separately for each dishonour of PDCs so issued by the Borrower as more
particularly set out in Schedule I hereto.

10. FORECLOSURE

i. The Borrower shall have the option of foreclosing the Loan during the Cooling Off Period which
has been specified under Schedule I. During the Cooling-Off Period, the Borrower shall be given
an explicit option to exit the Loan by paying the principal amount of Loan and the proportionate
annual percentage rate. The Lender shall not charge any penalty on foreclosure by prepayment of
Loan during the Cooling-Off Period. However, the Lender shall retain the one-time processing fee
paid by the Borrower even if the Borrower exits the Loan during the Cooling Off Period. For
Borrowers continuing with the Loan even after Cooling-Off Period, foreclosure shall be in
accordance with Schedule I.

ii. Subject to 10 (i) above, and the lock-in- period (if any) Lender may at its sole discretion, and on
such terms as to prepayment as it may prescribe, prepayment of the entire amount at the request of
the Borrower.

iii. The Borrower may prepay the Outstanding Balance along with payment of Foreclosure Charges as
specified in Schedule I, the sanction letter and the KFS provided to the Borrower by providing the
Lender a 30 (thirty) days’ prior written notice detailing the Borrower’s intention to foreclose in full
the Outstanding Balance by the Borrower to Lender. Save and except for any foreclosure made
during a Cooling-Off Period, on every foreclosure, Foreclosure Charges as set out in Schedule I to
this Agreement, calculated on the principal outstanding amount, would be applicable.

iv. If the Borrower makes any foreclosure without fulfilling the conditions determined by Lender,
Lender shall be entitled to appropriate the same in such manner as it deemed fit in accordance with
Applicable Laws, and Lender shall give the Borrower credit for such prepayment only on the Due
Dates, and not before that.

11. Prepayment

i. The Borrower understands that the Borrower will not be permitted to make a part – prepayment
during the Cooling-Off Period.

ii. Subject to 11 (i) above, and the lock-in- period (if any) Lender may at its sole discretion, and on
such terms as to prepayment as it may prescribe, permit acceleration of repayments or part
prepayment of the Outstanding Balance at the request of the Borrower.

iii. The Borrower may make a part prepayment of the Outstanding Balance it thereof subject to the
lock-in period and payment of Prepayment Charges as specified in Schedule I, the sanction letter
and the KFS provided to the Borrower by providing the Lender a 30 (thirty) days’ prior written
notice detailing the Borrower’s intention to prepay the Outstanding Balance by the Borrower to
Lender in part or in full. On every part- prepayment, Prepayment Charges as set out in Schedule I
to this Agreement, calculated on the principal outstanding amount, would be applicable.

iv. If the Borrower makes any part- prepayment without fulfilling the conditions determined by Lender,
Lender shall be entitled to appropriate the same in such manner as it deemed fit in accordance with
Applicable Laws, and Lender shall give the Borrower credit for such prepayment only on the Due
Dates, and not before that.

12. REPRESENTATIONS AND WARRANTIES BY THE BORROWER

The Borrower makes the following representation, as on the date of this Agreement, to Lender knowing
fully well that relying only upon these representations and warranties and believing the same to be true,
Lender has agreed to make available the Loan Facility to the Borrower and shall subsist till during the
Tenure of the Facility Documents until the final settlement of all Outstanding Balance to the satisfaction
of the Lender.

i. The Borrower (if a company) is duly organised and validly existing under law and the Borrower is
duly qualified and authorized to do and carry on its business.

ii. The Borrower has the capacity and the authority to enter into each of the Facility Documents to
which it is party and to exercise its rights and perform its obligations hereunder or there under.

iii. This Agreement has been duly and validly executed and delivered by the Borrower and constitutes
a legal and binding obligation on the Borrower.
iv. There are no proceedings of any nature pending before any Court of Law/judicial Authority/quasi-
judicial Authority or any tribunal against or concerning the Borrower.

v. The Borrower has obtained all corporate approvals (if applicable) and has taken all other action
required to enter into each of the Facility Documents, including if applicable, execution of the
documents to create the Security and to perform its obligations hereunder or there under. The
executant of this Agreement is duly authorized to execute this Agreement.

vi. The Borrower has not committed any default on any loan agreement/finance facility entered by the
Borrower with Lender or any other bank or financial institutions.

vii. No Material Adverse Effect, an Event of Default or potential Event of Default has occurred and is
continuing, which has not been waived in writing by Lender. No event has occurred or will occur
which might affect Borrower’s right or Lender’s right of the Security or enforcement of the Security
interest hereunder.

viii. The Borrower has not taken any corporate action (if the Borrower is a Company) nor have any other
steps been taken or legal proceedings been started or (to the best of its knowledge and belief)
threatened against the Borrower for its winding up, dissolution, administration or re-organization
or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer
of it or of any or all of its assets or revenues.

ix. There is no charge, lien, attachment, any suit or proceedings or other encumbrance or legal dispute
of any nature against the Security that may have been created in favour of Lender under this
Agreement. The Borrower further represents that the Property offered as Security (if applicable) is
free from any attachment of government/tax authorities. The Borrower assures the Lender that the
Borrower has absolute clear and marketable title over the Securities, has exercised due care and
caution (including, where necessary, obtaining of advice of tax / legal / accounting/ financial / other
professionals) and that the Securities are absolutely unencumbered and free from any liability
whatsoever.

x. All the information provided by the Borrower to Lender with respect to the financial conditions and
its management, is true, complete and accurate in all respects. The Borrower is not aware of any
material facts or circumstances that have not been disclosed to Lender and which might adversely
affect the view of any person providing a loan to the Borrower on the terms and conditions as set
out herein.

xi. The Borrower hereby acknowledges that all taxes as legally applicable under this Agreement are
paid and fulfilled by the Borrower and that the Borrower shall always reimburse all other taxes paid
by Lender pursuant to facilitating this Agreement.

xii. The Borrower is not in breach of or in default under any agreement to which it is a party, or which
is binding on it or any of its assets to an extent or in a manner which might cause a Material Adverse
Effect to its business or financial condition.

xiii. The Borrower also represents that it does not appear on the Reserve Bank of India’s (“RBI”) list of
defaulters. Further, in the event any such proceedings are initiated by RBI or any other regulatory
Authority, Lender shall be promptly informed of the same. In the event of any material breach of
any of the representations and warranties detailed above, Lender shall be entitled, in addition to and
without prejudice to any other right and remedy that it may have in equity or law, to invoke and
appropriate the Security that may have been created under this Agreement in favour of Lender.

xiv. The Borrower/s shall utilize the proceeds of the Loan Facility amount only for the stated Purpose,
which is mentioned in the Schedule I.

xv. Notwithstanding the Repayment Schedule or the term of this Agreement, the Loan Facility shall
become due and repayable on demand being made by the Lender in this regard and the Lender shall
have the right to be paid immediately by the Borrower/s, on demand, the entire amount of the Loan
along with all the accrued Interest and other charges due and payable in respect of the Loan at any
time. In such an event, the Lender shall also be entitled to adjust any amount of the Borrower/s
lying in any other account with the Lender or any of its branch offices towards the dues of the
Borrower/s under the Loan.

xvi. The Borrower/s may also give the Lender a mandate/authorization for payment through direct debit,
in the prescribed form of the Approved Bank, towards payment of each instalment.

xvii. The Borrower shall at all times abide by the laws in India, and in particular, provisions of the
Prevention of Money Laundering Act, 2002.

xviii. Due payment of public and Other Demands: That the Borrower/s has/have paid all public demands
such as Income Tax and all the other taxes and revenues payable to the Government of India or to
the Government of any State or to any local Authority and that at present there are no arrears of
such taxes and revenues due and outstanding.

xix. It shall be the Borrower’s obligation to keep being acquainted with the rules of the Lender, in force
from time to time.

xx. The Borrower/s warrant to make regular payments to the Lender.

xxi. The Borrower is not / shall not be entitled to and shall not claim immunity for itself or its assets and
properties from suit, execution, attachment or other legal process in any proceedings in relation to
this Agreement and other security / Facility Documents.

xxii. The Borrower is not a Politically Exposed Person (PEP). PEP are individuals who are or have been
entrusted with prominent public functions in a foreign country including the heads of
States/Governments, senior politicians, senior government or judicial or military officers, senior
executives of state-owned corporations and important political party officials.

13. UNDERTAKING OF THE BORROWER

i. The Borrower shall comply with and fulfil all requirements under all Applicable Laws relating to
the transaction as contemplated under this Agreement, including but not limited to the creation and
maintenance of Security pursuant to this Agreement. It shall be solely responsible for determining
the relevant provisions of all Applicable Law (including any and all modifications, amendments,
repeals or enactments thereof).

ii. The Borrower shall allow Lender or its authorized representative with prior intimation, inspection
of the Borrower’s documents, accounts and other relevant documents, and of the Security, as Lender
may deem appropriate, and the Borrower shall take all care and caution for facilitating the inspection
process.

iii. The Borrower shall provide to Lender, audited annual financial statements within 30 (thirty) days
after the end of the financial year or such other extended period granted at the sole discretion of
Lender.

iv. The Borrower shall promptly inform Lender of the occurrence or likely occurrence of any Events
of Default (defined hereunder) or potential occurrence of any Events of Default.

v. The Borrower, in case of a company, agrees that to the extent the memorandum & articles of
association of the Borrower are in conflict with or are inconsistent with the terms and conditions of
this Agreement, the provisions of this Agreement shall prevail and the Parties shall take such steps
as may be reasonably necessary to alter the memorandum & articles of association as soon as it is
practicable to eliminate such conflict or inconsistency.

vi. The Borrower undertakes to pay all taxes, duties and such other statutory dues that are liable to be
paid and shall not make any default thereof. The Borrower further undertakes to inform Lender of
any default in payment/arrears of such taxes, duties and statutory dues. The Borrower declares that
no proceedings under Income Tax/Statutory dues are pending against the Borrower.
14. COVENANTS OF THE BORROWER

The Borrower hereby specifically and irrevocably agrees, confirms and covenants as under:

i. The Borrower shall not without the written consent of Lender raise finances by way of loans,
overdraft or otherwise in any manner from any other bank or financial institution or any other
person.

ii. The Borrower shall not without the prior written consent of Lender create any further encumbrance
or charge, whether by way of mortgage, pledge, hypothecation or otherwise, over the Security
created under this Agreement.

iii. The Borrower shall not create any tenancy, license or lease on the property/ properties offered as
Security.

iv. The Borrower agrees that Lender may at its sole discretion without assigning reasons, and upon
notice to the Borrower, cancel the Loan Facility herein granted and demand immediate repayment
of the Outstanding Balance. Delivery of such notice to the Borrower, in the manner as Lender may
deem fit, shall constitute sufficient notice of such cancellation, and thereupon the Loan Facility, all
Interest and other moneys due payable thereon, shall become due and payable by the Borrower
immediately to Lender.

v. The Borrower shall provide all payment mandates including but not limited to electronic clearing
service (ECS) or national automated clearing house (NACH) mandate, as and when demanded by
the Lender, to the Lender or to any person nominated by the Lender.

vi. Till such time that the Loan Facility is outstanding, the Borrower shall not revoke the NACH
Mandate given to Lender authorizing Lender to debit the account of the Borrower.

vii. The Borrower shall also furnish upon demand all/any Security created under this Agreement in such
form and value as may be required and acceptable by Lender from time to time in amounts and
values sufficient at all times in the opinion of Lender to secure the repayment of the Loan Facility.

viii. The Borrower shall ensure the due performance of the obligations of the Borrower under this
Agreement regardless of the occurrence of any event which may result in, or which may give reason
to believe that there may be work stoppage, slowdown, labour dispute, strike, any labour related
disruption of its own staff or other impediment.

ix. This Agreement shall operate as a letter of continuity in favour of Lender, to be enforceable for the
repayment of the Outstanding Balance and/or all sums remaining unpaid under the Loan Facility
now or hereafter, pursuant to this Agreement together with Interest, and other charges and all other
costs, charges and expenses which may be or become payable in connection therewith.

x. The Borrower shall comply with all applicable regulatory guidelines that may be required by the
Borrower for availing of the Loan Facility from Lender prior to the disbursement of any moneys
under the Loan Facility.

xi. The Borrower shall perform on demand by Lender, at the Borrower’s cost all such acts, deeds and
things as Lender may from time to time deem fit including to provide Security to Lender and if so,
required by Lender to deposit with Lender cash or other security acceptable to Lender to secure and
cover all the amounts paid by Lender to the Borrower.

xii. The Borrower shall furnish to Lender confirmation with respect to the Outstanding Balance with
respect to the Loan Facility at such intervals as may be specified by Lender.

xiii. The Borrower shall not, after the date of this Agreement without prior written consent of Lender,
do the following acts, that is to say:

a. Effect any change in the company’s capital structure (in case the Borrower is company).
b. Formulate any scheme of amalgamation or restructuring (in case the Borrower is a
company).

c. Implement any scheme of expansion and acquisition of fixed assets (in case the Borrower is
a company).

d. Make any investments/ advances or deposit amounts with any other concern.

e. Enter any borrowing arrangement with any other bank / financial institution / company.

f. Undertake any guarantee or obligations on behalf of any other company/entity.

g. Declare dividend of any year except out of profit relating to that year (in case the Borrower
is a company).

h. Change the composition of the Board of directors (in case the Borrower is a company)

i. Do, commit or omit any act deed or thing whatsoever to incur winding up or liquidation
proceedings (in case the Borrower is a company) or dissolution (in case the Borrower is a
partnership firm)

j. Execute and document, such as power of attorney, or any other similar or other deed in
favour of any person to deal with the Securities, in any manner, except as required by the
Lender.

xiv. The Borrower shall also keep Lender informed of any circumstances adversely affecting its
financial position/ performance.

xv. The Borrower agrees that Lender shall have the right to appoint, whenever they consider necessary,
any chartered accountant/ cost accountant or firm of chartered accountants (hereinafter referred to
as “the Auditors”) for carrying out any specified assignments, to examine the financial and/or cost
accounting systems and procedures adopted by the Borrower or as concurrent /internal auditors.
The Borrower shall give full cooperation and provide the necessary assistance to the Auditor/s or
firm so appointed by Lender in carrying out its examination. The costs, charges and expenses
including professional fees and travelling and other expenses for such examination shall be payable
by the Borrower. In the event, the Borrower fails to make such payment, Lender can pay such
expense to the Auditors, and the Borrower shall be liable to reimburse Lender or the said expenses,
together with Interest thereon at the same rate as on defaulted instalments, from the date of such
payment. Until such reimbursement, the said amount shall be secured under the Security created in
terms hereof.

xvi. The Borrower shall promptly give written notice to the Lender of (i) any dispute which might arise
between the Borrower and any person or any governmental body or Authority relating to or
concerning itself/its business or the Security; (ii) any distress or execution being levied against the
Security; (iii) any material circumstances affecting the ability of the Borrower to repay the Loan in
the manner stipulated hereunder; (iv) change in its address or any other material change in relation
thereto.

xvii. The Borrower shall bear all costs of making good any deficit in stamp duty on the documents
executed by the Borrower or any other person in relation to the Loan and/or security created by the
Borrower in favour of the Lender.

xviii. The Borrower confirms that the representations and warranties contained herein shall be deemed to
be repeated by the Borrower on and as of each day from the date of this Agreement until all sums
due or owing hereunder by the Borrower to the Lender /Outstanding Balances have been paid in
full, as if made with reference to the facts and circumstances existing on such day.

xix. The Borrower shall provide end use certificate in a form and manner satisfactory to the Lender if
and as requested by the Lender.
xx. The Borrower shall promptly notify the Lender in writing upon occurrence of any breach of
covenant or representation or occurrence of Event of Default or any terms of the Transaction
Documents and the steps, if any, being taken to remedy it. Upon the breach being reported, the
Lender may, without prejudice to any of its rights under law or contract, in its sole discretion
recommend implementation of corrective measures to remedy such breach in a form, manner and
time as may be necessary or desirable to the Lender.

15. EVENTS OF DEFAULT

i. At the option of Lender and without the necessity of any demand upon or notice to the Borrower,
all of which are hereby expressly waived by the Borrower, and notwithstanding anything contained
herein or in any other documents that may be executed by the Borrower pursuant to this Agreement,
all the Outstanding Balance and obligations of the Borrower to Lender hereunder, shall immediately
become due and payable and the Loan Facility shall stand frozen upon the happening of any of the
following events, hereinafter referred to as “the Event(s) of Default”:-

a. Failure to make payments to Lender of the Outstanding Balance or any part thereof payable
under these presents on the Due Date(s) as set out in the Repayment Schedule or on demand
as the case may be;

b. The Borrower using the Loan Facility or any part thereof for any purpose other than for
which the Loan Facility has been sanctioned;

c. In the sole judgment of the Lender, any material facts have been concealed and / or become
subsequently known to the Lender.

d. Default (other than a payment default) has occurred in the performance or any breach of
representation and/or warranties, undertaking and covenants made by the Borrower or that
may, in future be made to Lender, either, orally or in writing, at any time, are found to be
incorrect or upon discovery by Lender of any misleading omission made by the Borrower or
the Borrower commits or threatens or commit any breach or default in performance or
observance of these presents under the Facility Documents executed herewith or fails to keep
or perform any of the terms or provisions of any other agreement or other writings between
Lender and the Borrower in respect of the Loan Facility.

e. If this Agreement is terminated by the Borrower;

f. The Borrower committing a default in respect of any of the other obligations of the Borrower
either under this Agreement or the Facility Documents or under any other agreement entered
into by the Borrower with Lender or any other bank/financial institution/non-banking
financial company/lender or any other person or body and/or under the law or otherwise.

g. An insolvency notice or a winding-up notice is served on the Borrower or in the name of any
of the partners of the Borrower (in the event the Borrower is a partnership firm) or a receiver
is appointed or attachment is levied on any of the Borrower’s properties or assets, or any
petition in insolvency by, or against the Borrower is filed or any petition for winding up of
the Borrower is filed and not withdrawn in 30 (thirty) days of being admitted; any
attachment, distress, execution or other process against the Borrower is enforced or levied
upon; the Borrower makes any general assignment for the benefit of its creditor(s) or the
Borrower goes into liquidation for the purpose of amalgamation or reconstruction, except
with prior written approval of Lender.

h. If in the opinion of the Lender, the Borrower is unable to pay its debts.;

i. Any consent, authorisation, approval or license of or registration with or declaration to


governmental or public bodies or authorities required to authorise or required by the
Borrower in connection with the execution, delivery, validity, enforceability or admissibility
in evidence of this Agreement or the performance by the Borrower of its obligations
hereunder is modified in a manner unacceptable to Lender or is not granted or revoked or
terminated or expires and is not renewed or otherwise ceases to be in full force and effect (if
applicable).

j. If the Borrower fails to inform the Lender of the occurrence of any Event of Default or any
event which after the notice or lapse of time, or both, would become an Event of Default.

k. On Lender being informed or in the event that information comes to the knowledge of Lender
that there is a change in the constitution/ ownership/ management/ control of the Borrower
or that there is likely to be a change in the constitution/ ownership/ management/ control of
the Borrower and such change in the opinion of Lender would adversely affect the interest
of Lender.

l. If any of the Securities depreciate in value or is in jeopardy, or if the rights over the Securities
are altered or if the ability of the Lender to enforce the Securities is affected.

m. If any claim is made over the Security by the joint owner or other owners repudiate the power
of attorney given as part of the Agreement or there is any attempt to alienate the property
offered in form of Security.

n. Any of the companies/associates/directors/ promoters of the Borrower (if any) defaulting in


the terms of any of the agreements entered by them either with Lender or any of its group
companies or with any other body, person or entity;

o. Any act or omission on the part of the Borrower, which may in the opinion of Lender
periodically affect the interest of Lender or which in any manner, is detrimental to the terms
and conditions of this Agreement;

p. If any Material Adverse Effect or any circumstance or event occurs which in the opinion of
Lender would or is likely to prejudicially or adversely affect in any manner the
ability/capacity of the Borrower to perform or comply with its obligations under any of the
Facility Documents and/or to repay the Loan Facility or any part thereof;

q. If the Borrower fails to pay any amount that the Borrower become liable to pay as a result
of a final judgment or a court order.

r. If there is any material deterioration and/or impairment particularly in relation to the Security
created hereunder or any part thereof, or any decline or depreciation in the value or market
price thereof which cause the Security created in favour of Lender to become unsatisfactory
as to character or value and the Borrower fails to promptly furnish such additional Security
as may be acceptable by Lender or failure to maintain security by the Borrower or the
Security ceases to be legally valid and enforceable.

s. Failure of the Borrower to create a charge in favour of Lender on the assets/Property offered
as Security prior to disbursement date thereof. .

t. If the Borrower’s Security which is given for the Loan Facility is transferred, charged,
encumbered, alienated or sold without prior approval in writing of Lender.

u. The Borrower repudiates:

i. any of the Facility Documents to which it is a Party, including the documents with
respect to creation of the Security;
ii. does or causes to be done any act or thing evidencing in Lender’s opinion, an intention
to repudiate any of the Facility Documents to which it is a Party.

v. At any time it is or become unlawful for the Borrower to perform or comply with any or all
of its respective obligation under all or any of the Facility Documents to which it is a party
or any of the respective obligations of the Borrower under any of the Facility Documents are
not or cease to be legal, valid and binding.

w. If the Borrower fails to furnish information as required by Lender from time to time under
the provisions of the Facility Documents.

x. Death of any Borrower, lunacy or any other circumstances leading to the borrower becoming
legally incapacitated to discharge his obligations herein.

y. If the Borrower is charged or convicted by any Court of law or Government / regulatory


/supervisory authorities for any penal/ criminal offence or offence of a moral turpitude.
z. The status of the Borrower changes from resident to non-resident of India.

16. CONSEQUENCES OF DEFAULT

In the event of the Borrower committing any breach or default or on the happening of any of the Events of
Default under this Agreement:

i. Lender shall be entitled to demand immediate repayment of the entire Outstanding Balance under
the Loan Facility.

ii. Lender shall at its discretion be entitled to enforce the Security that may be created pursuant to this
Agreement and enforce the covenants and undertakings given under this Agreement. Further,
Lender may terminate the Loan Facility or any part thereof which the Borrower has not withdrawn
prior to giving of such notice or may terminate this Agreement.

iii. Lender may levy Penal Charges, and such other charges as specified in Schedule I upon delay or
non- payment of the principal outstanding.

iv. Lender declares the Outstanding Balance to be due and payable on demand, then, and at any time
thereafter, Lender may by written notice to the Borrower require repayment of the Outstanding
Balance on such date as it may specify in such notice (whereupon the same shall become due and
payable on such date together which accrued Interest thereon and any other sums then owed by the
Borrower hereunder) and the Security in relation to the Loan Facility shall become enforceable,
notwithstanding anything to the contrary in this Agreement, the Security Documents or any other
agreement executed between the Borrower and Lender.

v. The Lender shall have absolute power and authority to use its discretion to sell and dispose of the
Security or any part thereof by private treaty or public auction, without (as far as may be) the
intervention of the court, as and when the Lender may, in its absolute discretion, deem fit and to
apply the net proceeds of such sale in satisfaction of the Outstanding Balance. The Borrower(s)
hereby agrees and undertakes not to raise any dispute as to the value at which the Security is sold
and transferred by the Lender and the decision made by the Lender shall be final and binding on the
Borrower(s). The Lender shall not be liable for any loss arising due to the sale or transfer of the
security under this clause.

vi. In the event of death of the Borrower(s) during the continuance of this Agreement, (i) the
Borrower(s)’s estate, effects, heirs, executors, administrators and legal representatives will jointly
and/or severally continue to be bound by this Agreement, (ii) the Borrower(s)’s estate, effects, heirs,
executors, administrators and legal representatives will jointly and/or severally continue to be liable
for full repayment of all the monies payable and or due hereunder by the Borrower(s), and (iii) the
Lender shall have the right to terminate the Loan Facility and/or recall all or any portion of the Loan
balance.

vii. On the happening of any Event of Default, such defaulted amount shall carry Additional Interest,
computed from the respective Due Dates and shall be compounded on monthly basis.
viii. Enforce any rights available to it under any law or contract.

ix. Notwithstanding any suspension or termination pursuant to the aforesaid, the provisions in relation
in Clause 32 (Arbitration), Clause 33 (Governing Law) and Clause 34 (Jurisdiction) of this
Agreement shall continue to be in full force and effect as herein specifically provided.

17. REPOSSESSION

i. Notice

In the Event of Default by the Borrower(s) notice would be issued for recovery of the Outstanding
Balance on the Loan account in accordance with the provisions of Applicable Laws for debt
recovery. The notice will be sent to the mortgaged Property address and other addresses provided
by the Borrower(s) via physical deliver, postal delivery or through e-mail to the customer on his
registered e-mail ID.

ii. Circumstances under which the notice period can be waived:

The Lender shall be entitled to recall the entire outstanding of the Loan disbursed at any time at its
own discretion without assigning any reason and without prejudice to any other rights, if it has
reason to believe that the Loan was procured by improper declaration/information or the Property
offered is inadequate or affected in anyway due to non-payment of dues, improper maintenance of
the Property, breach of any internal policies of the Lender, or for any other reason of whatsoever
nature.

iii. The procedure for taking possession of the Property

The Lender would follow the procedures laid down under the debt recovery laws including but not
limited to The Securitisation and Reconstruction of Financial Assets and Enforcement of Security
Interest Act 2002 (SARFAESI), Debt Recovery Tribunal Act, Civil Procedure Code etc. (Debt
Recovery Laws) or laid down under any statute/regulation for taking possession of the Property and
attaching and selling the Property.

iv. A provision regarding final chance to be given to the Borrower(s) for repayment of Loan before the
sale/auction of the Property

The Lender/competent Authority appointed under the extant Applicable Laws shall issue a notice
to the Borrower(s) as prescribed hereunder and/or under the Applicable Laws giving the
Borrower(s) an opportunity to repay the Loan amount before the sale/auction of the Property.

v. The procedure for giving repossession to the Borrower

In the event the outstanding dues are paid in full prior to the sale of the Property under the recovery
proceedings, the Lender shall handover possession of the Property back to the Borrower(s). The
Title Deeds will be released to the Borrower(s) within thirty (30) days of receipt of the Outstanding
Balance.

vi. The procedure for sale/auction of the Property

The Lender/appropriate Authority would follow the due procedure as prescribed under the various
Debt Recovery Laws for the sale and auction of the Property which has been repossessed by the
Lender.

18. EFFECTIVE DATE

This Agreement shall be effective and binding on the Parties on and from the date of execution hereof and
shall be in full force and effect till the entire Outstanding Balance payable to Lender under this Agreement
is fully paid, in accordance with the terms hereof.
19. RELEASE OF TITLE DEEDS

1. The Lender shall release the Property title deeds / documents submitted/ deposited by the Borrower,
and remove any charges filed with any registry within 30 days of the repayment of the entire
Outstanding Balance, including all accrued Interest, charges, fees etc.

2. The original Title Deeds, Property document(s) (if collected by the Lender) shall be returned to the
Borrower or collected by the Borrower from the registered office address of the Lender. In case there
is a change in the address, the Lender shall duly intimate the Borrower about the same. For any demise
or death of the mortgagor(s) (and Borrower in case the Borrower(s) is mortgagor(s)), the Property
documents shall be handed over to the legal heirs of the Borrower/ mortgagor as per the policy of the
Lender.

3. The Lender agrees to assist the Borrower in obtaining certified copies of the Property documents /
original Title Deeds in case of any loss/ damage of the immoveable Property documents while in
Lender’s possession. The Lender shall bear all costs, charges to this effect.

20. TERMINATION

Notwithstanding anything contained herein, on the happening of the following events, Lender shall be
entitled to terminate this Agreement:

i. Breach of terms of this Agreement;


ii. Upon the happening of any of the aforesaid Events of Default.

21. GUARANTEE

In case the Lender so requires, the Borrower hereby agrees to procure a guarantee executed by such persons
as required by the Lender and in the form and manner to the satisfaction of the Lender, details of which
are mentioned in Schedule I.
22. INDEMNITY

The Borrower shall indemnify and hold Lender indemnified and harmless from time to time and at all times
from and against any and all losses, damages, claims, expenses, charges, demands, penalties or other costs
and consequences which may arise or result from granting of the Loan Facility to the Borrower or otherwise
arising out of, in connection with, in relation to or pursuant to the Facility Documents or the Loan Facility,
and shall reimburse Lender upon demand for any payment, loss and damage which Lender may make,
suffer or sustain by reason of or on account thereof and shall upon request appear and defend at the
Borrower’s own cost and expense any action, suit or other proceedings which may be brought against
Lender in connection therewith. The Borrower shall further be liable to indemnify Lender in respect of any
and all expenses incurred by Lender in enforcing or attempting to enforce the Facility Documents or the
Security, including legal fees and disbursements on a full indemnity basis. The Borrower further undertakes
to indemnify Lender from any loss, claims, damages, suits, legal proceedings that may arise out of any
misrepresentations, suppression of any representations, warranties, undertaking and covenants made herein
or in any of the Facility Documents by the Borrower.

23. EVIDENCE OF DEBT

Lender shall maintain, in accordance with its usual practice, accounts evidencing the amount from time to
time lent by it to the Borrower and the Outstanding Balance under the Facility Documents. In any legal
action or proceedings arising out of or in connection with the Facility Documents the entries made in the
accounts maintained by Lender shall be conclusive evidence of the existence of Loan Facility and the
Outstanding Balance as therein recorded. Further, a certificate of Lender as to any amount payable
hereunder shall, in the absence of manifest error, be prima facie evidence thereof.

24. FURTHER ASSURANCE

The Borrower assures the Lender that it shall execute, sign, seal and deliver all documents, papers,
acknowledgements and representations as may be required by the Lender at any time during the pendency
of the Facility Documents and thereafter with a view to more fully and effectively securing the moneys
due and payable or to become due and payable by the Borrower to the Lender in terms of this Agreement.

25. DISCLOSURE

25.1 The Borrower states and declares that as a pre-condition relating to the grant of the Loan Facility to
the Borrower, Lender requires the consent of the Borrower for disclosure of information and data
relating to the Borrower in respect of the Loan Facility availed of/to be availed by the Borrower,
obligations assumed/ to be assumed by the Borrower in relation thereto and default, if any
committed by the Borrower in discharge thereof.

25.2 The Borrower undertakes that the information and data furnished by him to the Lender are true and
correct. The Borrower hereby agrees and gives consent for the disclosure by Lender of all or any of
the following:

i) Information and data relating to the Borrower;


ii) The information or data relating to the Loan Facility availed of by the Borrower; and
iii) Default, if any committed by the Borrower in discharge of the Borrower’s obligation as
Lender may deem appropriate and necessary to disclose and furnish to RBI or Credit
Information Bureau (India) Limited (CIBIL) and/ or any other relevant Authority or agency
authorized in this behalf with the RBI/other relevant Authority.

25.3 The Borrower further authorises Lender to disclose the aforesaid information/ documents to income
tax authorities, credit bureaus, credit rating agencies, Credit Information Companies (CIC), LSPs,
data banks, corporates, banks, other financial institutions or any other government or regulatory
authorities/bodies/departments as and when so demanded. The Borrower also hereby expressly
authorises Lender that is order to protect its interest and or for the purpose of inter alia credit
reference checks, Lender shall be entitled to disclose all or any information/documents relating to
the Borrower as may be required by any of Lender’s group companies or its branches, associates,
subsidiaries, affiliates or representatives for the purpose of executing or providing any service under
this Agreement and or any other agreement(s). Lender shall be entitled to exercise this right of
disclosure without being required to issue any further notice in this respect to the Borrower. The
Borrower specifically waives the privilege of privacy, privity and defamation.

25.4 The Borrower authorizes the Lender, without any notice to the Borrower, to share and disclose the
information relating to the Loan Facility to any credit bureau, financial institution or any other
Authority for proper verification and other administrative services.

25.5 The Borrower hereby agrees as a pre-condition of the Loan Facility given to the Borrower by the
Lender that in case the Borrower commits default in the payment/repayment of the Outstanding
Balance on Due Date/s, the Lender and/or RBI and/or the CIC will have an un-qualified right to
disclose or publish the name/s of the Borrower/s or the name/s of its partner/s or directors or the
name/s of the guarantor/s as defaulter/s in such manner and through such medium as the Lender or
RBI or CIC in their absolute discretion may think fit.

25.6 The Borrower further undertakes that:

a. CIBIL, information utility and any other agency so authorized may use, process the said
information and data disclosed by the Lender in the manner as deemed fit by them; and

b. CIBIL, information utility and any other agency so authorized 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 the RBI in this
behalf.

25.7 The Borrower hereby gives specific consent to the Lender for disclosing/submitting the ‘financial
information’ as defined in Section 3 (13) of the Insolvency and Bankruptcy Code, 2016 (‘Code’)
read with the relevant Regulations/Rules framed under the Code, as amended and in force from time
to time and as specified there under from time to time, in respect of the Loan Facility availed from
the Lender, from time to time, to any ‘Information Utility’ (‘IU’) as defined in Section 3 (21) of the
Code, in accordance with the relevant regulations framed under the Code, and directions issued by
RBI to the lenders from time to time and hereby specifically agree to promptly authenticate the
‘financial information submitted by the Lender as and when requested by the concerned ‘IU’.

25.8 The Borrower hereby irrevocably agrees and consents to Lender at any time disclosing to or sharing
with or in any other manner making available any information to any person concerning the
Borrower, its business and its account, including without limitation the financial position of the
Borrower.

25.9 The Borrower shall not make any disclosure or announcements about the subject matter of the
Facility Documents or the existence of the Facility Documents to any third party without the prior
written consent of Lender.

26. NOTICE

Any notice or notification in connection with this Agreement shall be in writing and any notice or other
written communication pursuant hereto shall be addressed to Lender at the address mentioned herein or in
Schedule I hereto and to the Borrower at the Borrower’s address mentioned in Schedule I hereto or to such
other address as may be notified by the Parties in accordance with the provisions of this clause. Such notice
or request shall be deemed to have been given or made when it is actually delivered, if delivered by hand,
email or facsimile or by reputable overnight courier or within 4 (four) days after it is dispatched by
registered post to the Party to which it is required to be given or made.

27. ASSIGNMENT

The Facility Documents shall be binding upon and endure to the benefit of each Party hereto and the
Borrower’s subsequent successors and permitted assigns and Lender’s subsequent successors and assigns.
The Borrower shall not be permitted to assign, transfer and/or delegate any of its rights and/or obligations
under this Agreement to anyone else. Lender shall have the right to assign and transfer in any manner
whatsoever including by way of securitization or risk sharing, its rights and obligations, whether in part or
in whole, under any or all of the Facility Documents, together with the rights, benefit(s) and obligations (if
any) to the Security created in respect of the Loan Facility in favour of any company, special purpose
vehicle, trust, bank, financial institution or any other entity (“Assignee”) by providing an intimation to the
Borrower upon such assignment without being required to obtain the permission of the Borrower in this
behalf. The Parties do further agree that upon any assignment in favour of an Assignee of the benefit of
the Security, Lender may hold the Security in trust and for the benefit of the Assignee (and if only part of
the benefit of the Security is assigned, in trust and for the benefit of both Lender and the Assignee on a
pari passu basis). In the event that Lender shall at any time enforce the Security (or any part of it) and
dispose of the Security pursuant to such enforcement, the Assignee shall be entitled to the proceeds of such
disposal of the Security, and if part of the Security is assigned, on a pari passu basis to Lender to the extent
and in the proportion of the Outstanding Balance that are assigned to the Assignee.

28. ELECTRONIC ALERTS AND INFORMATION

The Lender may at its sole discretion make available or discontinue the provision of alerts and other
electronic information through electronic media, whether by way of Short Messaging Services (SMS), e-
mail or other such means, to the Borrower(s) in connection with his/her Loan account. The Borrower(s)
agrees that in case any such facilities are provided to the Borrower(s), the Lender’s then applicable rules
and regulations, by whatsoever name called, shall be applicable for such facilities and shall be deemed to
be incorporated herein.

The Borrower(s) acknowledges that the Lender may use the services of third-party service providers, such
as cellular service providers for the purposes of sending the electronic information, and accordingly
authorises the Lender to make available information relating to the Borrower(s) and his/her Loan account
to such third-party service providers. The Borrower(s) acknowledges that the Loan Facility as mentioned
above, is dependent on the services of the third-party service providers and that the Lender neither makes
any representation nor provides any warranty with respect to the quality of the service provided by such
third-party service providers nor does it guarantee the timely delivery, accuracy or security of the contents
of the electronic information.
The Lender shall not be liable for any non-delivery, delays, errors, loss, distortions, interception or misuse
of the information by unauthorised persons, during or after the transmission of the electronic information
to the Borrower(s) and shall not be liable for any non-performance by the third-party service providers.

The Borrower(s) acknowledges and understands that the electronic information will be provided only in
India and in case of SMS alerts only to the subscribers of certain select cellular service providers at certain
select regions. The Borrower(s) understands and acknowledges that any miscommunication or failure in
receipt of any electronic information shall not be deemed to be a waiver or modification of the obligations
of the Borrower(s) as per the terms and conditions of this Agreement. The Borrower(s) shall independently
verify the authenticity and accuracy of the contents of any electronic information from the Lender.
.

29. WAIVER

Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the
benefit thereof. Such waiver must be in writing and must be executed by an authorized officer of such
Party. All remedies, either under this Agreement, or by Applicable Law or otherwise afforded, will be
cumulative and not alternative.

30. WAIVER NOT TO IMPAIR THE RIGHTS OF LENDER

i. The delay in exercising or omission in exercising any right power of remedy accruing to Lender
upon any default under any of the Facility Documents shall not impair any such right, power or
remedy or construed to be a waiver thereof or any acquiescence in such default. The action or
inaction of Lender in respect of any default or any acquiescence by it in default shall not affect or
impair any right, power or remedy of Lender in respect of any other default.
ii. The waiver of any default or delay under this Agreement by either Party shall not constitute a waiver
of any subsequent delay or default of a similar or different nature.

31. PARTIAL INVALIDITY

If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under
Applicable Law, the legality, validity or enforceability of the remaining provisions hereof under Applicable
Law shall in no way be affected or impaired thereby. The Parties shall endeavour to replace such
unenforceable provision with another legal, valid and enforceable provision, which, as far as possible,
reflects the original intent of the Parties.

32. ARBITRATION

Any and all claims and disputes arising out of or in connection with the Transaction Documents or its
performance shall be subject to the laws of India. In the event of any disputes, differences, claims and
questions whatsoever between the Parties hereto arising out of or in connection with or incidental to or
touching these Transaction Documents or the construction or application thereof or any clauses or thing
herein contained or in respect of any account and the duties, responsibilities and obligations of either Party
hereunder or as to any act or omission of any Party or as to any other matter in any way relating to these
Transaction Documents or the rights, duties and liabilities of either Party under these Transaction
Documents, such dispute shall be referred to and settled by Arbitration in accordance with the Arbitration
and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in
force. The Parties agree that the aforesaid proceedings shall be carried out by a sole arbitrator appointed
mutually by the Parties. The seat of the arbitration shall be at Bangalore, India. The language of the
arbitration shall be English. The law governing the arbitration proceedings shall be Indian law. The
Borrower shall bear the cost of arbitration. The decision of the arbitrator shall be final and binding on the
Parties.

33. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of India.
34. JURISDICTION

The Parties irrevocably agree that the Courts at Bangalore, Karnataka hereto shall have exclusive
jurisdiction to decide any and all matters referred to the Courts under law.

35. LANGUAGE

The language of the arbitration shall be English

36. LIMITATIONS ON RIGHTS OF THIRD PERSONS

Nothing expressed or implied in this Agreement is intended or shall be construed to counter upon or give
any person other than the Parties hereto any rights or remedies under or by reason of this Agreement or
any transaction contemplated hereby, except the lawful successors and assigns of the Parties hereunder.

37. TIME

Time shall be of the essence of this contract.

38. VARIATION

No variation of this Agreement shall be effective unless reduced to writing and signed by or on behalf of
a duly authorized representative of each of the Parties to this Agreement.

39. LIMITATIONS ON AUTHORITY

Except as specifically authorized by the Facility Documents or any other agreement in writing among the
Parties, no Party shall have or hold itself out as having any authority or agency to act on behalf of any other
Party in any capacity or in any manner whatsoever, and no Party shall become liable by reason of any
representation, action or omission of any other Party contrary to the provisions of the Facility Documents
and any other Agreements specified herein. Nothing in this Agreement shall be deemed to constitute a
partnership between the Parties to this Agreement nor constitute the Borrower as the agent of the Lender
or otherwise entitle the Borrower to have authority to bind the Lender for any purpose.

40. INDEPENDENT RIGHTS

Each of the rights of the Parties under this Agreement are independent, cumulative and without prejudice
to all other rights available to them, and the exercise or non-exercise of any such rights shall not prejudice
or constitute a waiver of any other right of the Party, whether under this Agreement or Facility Documents
or otherwise.

41. INSURANCE

The Lender may request the Borrower, until the full repayment of the Outstanding Balance, to fully insure,
and keep the Property and all other properties over which the Securities are created in favour of the Lender
against all comprehensive risks and assign the benefits of such policy/ies in with the name of the Lender
appropriately endorsed and recorded as 'Assignee' in such insurance policy/ies, for a value as required by
the Lender and produce evidence thereof to the Lender from time to time and as may be called upon to do
so. Upon the Lender’s request to furnish such insurance, the Borrower shall, until the full repayment of the
Outstanding Balance ensure that the above-mentioned insurance policy/ies are valid, subsisting and
operative and shall make timely payments of the premium. The Lender may have the right to receive and
adjust any payment that it may receive in connection with any insurance policy / policies against the Loan
and alter the repayment schedule as set out in Schedule I hereunder in any manner as it may deem fit
notwithstanding anything to the contrary contained in this Agreement or any other document or paper.
The Borrower shall ensure that the Property shall be insured with an insurance company at all times
during the Tenure against fire, lightning, implosion / explosion, STFI (storm / tempest / flood / inundation),
impact damage due to accident, RSMD (riot / strike & malicious damage), subsidence & landslide
including rockslide, aircraft damage, missile testing, bush fire, bursting of water tanks, leakage from
automatic sprinklers, earthquake & terrorism with the Lender as the beneficiary.
To safeguard the Property and ensure that the Lender's lien is marked on the insurance, the Lender may
obtain the insurance on behalf of the Borrower, by being a facilitator and making the premium payment to
the approved insurance company through the Borrower's cheques / pay orders / any other payment
instructions, and upon such appropriation by the Lender of the payment(s) received from the Borrower
towards such premium payment. The first claim on any insurance proceeds shall be that of the Lender with
respect to such insurance policy and its renewal as stipulated from time to time. The Lender shall be entitled
to recover any payments made for facilitating the arrangements with the insurance company and ensuring
that the Lender's name is marked under insurance, pursuant to this Clause, as part of the obligations under
this Agreement.

42. JOINT AND SEVERAL LIABILITY OF CO-BORROWERS

In the event when the Loan Facility is availed by co-borrowers, each Borrower agrees and undertakes
that:

i. They are jointly and severally liable for the obligations of the other Borrower under the Facility
Documents, including with respect to the payment of all Outstanding Balance under this Agreement.

ii. They are accepting joint and several liability hereunder in consideration of the Loan Facility to be
provided by the Lender under this Agreement, for the mutual benefit, directly and indirectly, of each
Borrower and in consideration of the undertakings of each of the Borrowers to accept joint and several
liability for the obligations of each of them.

iii. They, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and
several liability with the other Borrower, with respect to the payment and performance of all of the
obligations under the Facility Documents, it being the intention of the Parties hereto that all such
obligations shall be the joint and several obligations of the Borrowers without preferences or
distinction between them.

iv. If and to the extent that either Borrower shall fail to make any payment with respect to any of the
obligations under the Facility Documents as and when due or to perform any of such obligations in
accordance with the terms thereof, then in each such event the other Borrower will make such
payment with respect to, or perform, such obligations.

43. MISCELLANEOUS:

The Borrower agrees / confirms as follows:

a. That the terms and conditions and all the covenants and details of Schedule I hereunder shall be
read and construed as part and parcel of these presents.

b. That the Lender will have all powers incidental to and necessary for the realization of its security.

c. In case the Loan is backed by guarantee, the guarantor would be liable under the guarantee deed as
a principal debtor and will be jointly and severally liable with the Borrower.

d. That the Borrower shall pay on demand to the Lender costs (between attorney and client) incurred
by them or any of them in connection with the preparation, engrossment and stamping the
counterparts in quintuplicate and execution of this Agreement and all other costs incurred or to be
incurred by the Lender or any of them in connection herewith or with the enforcement or attempted
enforcement of the security hereby created or the protection of defence or perfection thereof or for
the recovery of any moneys and of all suits and proceedings of whatsoever nature for the
enforcement or realization of the security.

e. The privacy policy and terms & conditions of (i) the Lender can be viewed at [---] & [---]
f. That nothing herein contained shall operate or be deemed to prejudice the Lender's rights or
remedies in respect of any present or future securities, guarantee, obligation or decree for any
indebtedness or liability of the Borrowers to the Lender.

g. That the Borrower has read and understood this Agreement and in the event that the Borrower is
illiterate and/or cannot read English language, the terms and conditions of this agreement have been
read over, translated and explained in detail in the vernacular language to the Borrower.

IN WITNESS WHEREOF the Parties have executed this Agreement on the day and the year first
hereinabove written.

[Mr. S MANIVASAGAM] Signature ______________________


Borrower

[Mr. SUBRAMANI] Signature ______________________


Co-Borrower/ Mortgagor

[Mrs. CHITHRA SUBRAMANI] Signature ______________________


Co-Borrower/ Mortgagor

[Mrs. JAYANTHI] Signature ______________________


Co-Borrower/ Mortgagor

Authorized Signatory
(Lender) Signature____________________________

Date : 18-06-2025 Loan Account NoSBL0016590

Place : Bangalore
SCHEDULE I

A) TERMS OF LOAN

Particulars Details
Loan account number SBL0016949
Loan agreement execution date 18-06-2025
Name of the Lender Wortgage Finance Private Limited
Name of the Borrower* Mr. S MANIVASAGAM
Name of the Co-Borrower* Mr. SUBRAMANI
Mrs. CHITHRA SUBRAMANI
Mrs. JAYANTHI
Name of the Mortgagor[s] Mr. S MANIVASAGAM
Name of the Guarantor NA
Details of the Mortgaged property/Collateral Door No.116, Siddar Temple, Edanganasalai Bit-II Village and
Municipality Limit, Sangagiri Taluk, Salem District Tamilnadu -
637502.

Date of Facility Agreement 18th june 2025


Place of Execution Karnataka
Security Door No.116, Siddar Temple, Edanganasalai Bit-II Village and
Municipality Limit, Sangagiri Taluk, Salem District Tamilnadu -
637502.
Name of the Digital Lending Application (DLA) SBL0016949
Purpose of the Loan / End Use Business expansion

Sanctioned Loan Amount (INR) 1036711


Gross Disbursement Amount** 1036711

Total Interest chargeable during the entire tenure of Rs.15,34,649/-


the loan (INR)***
Annualized Fixed Rate of Interest: 22%
(% Per Annum)
Annual Percentage Rate (% Per Annum) 24.74%
Tenure of Loan (In Months) * 120
(to be calculated from the date of 1st disbursement)
Processing Fees (INR) Rs.36,577
Loan Documentation Fees (INR) 5900
Optional: Insurance Charges (INR) 36,711
Optional: Stamp duty charges (INR) 2500
Optional: CERSAI registration charges (INR) 118
Net Disbursed Amount (INR)**** Rs.949905
Total Amount to be paid by the Borrower (INR) Rs.25,71,360
No. of Instalments 120
Repayment Frequency Monthly
Amount of EMI Payable (INR) Rs.21,428
EMI repayment date 5th of Every month
Cooling-Off Period 3 (three) days
Retained Processing Fee (INR) (In case of Loan [●]
Closure during Cool Off Period)
Taxes & Levies All taxes including goods and services tax, duties, cess and levies as
per Applicable Law pertaining to the transaction (including on the
fees mentioned above) whether present or in future to be borne by the
Borrower.
Bank Account Details of the Borrower Bank Name: Canara Bank
Account number: 110156860325
IFSC code : CNRB0001048
Loan Foreclosure Charges (INR) -Upto 12 months from date of disbursal: 6% of the Principal
outstanding amount (POS) plus applicable taxes
-After 12 months from the date of disbursal- 4% of the Principal
outstanding amount (POS) plus applicable taxes
EMI Bounce Charge (INR) Rs 650 (Inclusive of Applicable Taxes (without prejudice
to NBFC’s civil and criminal rights and remedies)
Cheque/NACH swap charges (INR) Rs 500/- plus Applicable Taxes and Cess
Penal Charges (INR) 3% per month

* The Borrower and Co-Borrower(s) shall be collectively referred to as “Borrowers”


**The Gross Disbursement Amount may be enhanced and revised up to the overall Sanctioned Loan Amount.
The overall Gross Disbursement Amount shall be communicated to the Borrower vide Repayment Schedule.
Provided, the Gross Disbursement Amount may be disbursed in one or more tranches.
***The Repayment Schedule shall be communicated to the Borrower as on the date of 1st disbursement. The
amount of EMI payable by the Borrower to the Lender shall be communicated vide the Repayment Schedule.
The Amount of EMI payable may be revised in case the Gross Disbursement Amount, or each tranche of the
Gross Disbursement Amount is released at subsequent point of time, and/or is revised or enhanced, and the
revised Amount of EMI payable shall be communicated to the Borrower vide the Repayment Schedule.
****The Net Disbursement Amount may be enhanced and revised in the event the Gross Disbursement Amount
is enhanced and revised. The revised Net Disbursement Amount shall be communicated to the Borrower vide
the Repayment Schedule

B) SCHEDULE OF CHARGES

Charge description Details

Processing fees 2 – 3% of loan amount + applicable taxes

Loan documentation fees Rs. 5000 + applicable taxes

CERSAI Charges for Loan Amount upto Rs 5 lakhs Rs.50 +GST

CERSAI Charges for Loan Amount above Rs 5 Lakhs Rs.100 +GST

CKYCR Charges As advised by CKYCR

Legal Charges Rs.5000

Pre emi Calculated as on loan disbursement date

Penalty charges for late payment 3% per month on the overdue amount calculated
for the period of default/delay
Change request for tenure change/EMI or ROI NA

Bounce charges Rs 650 (Inclusive of Applicable Taxes)

Swap charges Rs 500/- plus Applicable Taxes and Cess

Cash collection charges NIL

Foreclosure of pre payment charges -Upto 12 months from date of disbursal: 6% of


the Principal outstanding amount (POS) plus
applicable taxes
-After 12 months from the date of disbursal- 4%
of the Principal outstanding amount (POS) plus
applicable taxes

Partial payment applicability for LAP (Non-BT cases) Partial payment shall be allowed after 12 months
from disbursement date.
Maximum partial payment allowed will be twice
per year and not exceeding 6 months EMI

Partial payment applicability for LAP (BT cases) Partial payment shall be allowed after 12 months
from disbursement date.
Maximum partial payment allowed once yearly,
not exceeding 6 months' EMI

Partial payment charges 2% of the principal outstanding amount (POS)


plus applicable taxes)

Statement of account 2 SOA requests per year are free. Additional


requests cost Rs. 250 + GST

List of document request Rs.1000+GST

Document retrieval charge Rs.2000+GST

Loan cancellation charges Rs.2500+GST

C) GRIEVANCE REDRESSAL MECHANISM

Grievance Redressal Officer (GRO) Nodal Officer


Name : Mr. Himanshu Gupta Name : Mr. Himanshu Gupta
Address: No 251, Ground, First floor, 17th Cross, 5th Address: No 251, Ground, First floor, 17th Cross, 5th
Main, 6th Sector, HSR layout, Bengaluru -560102 Main, 6th Sector, HSR layout, Bengaluru -560102
Lender Contact No. [08065185300] Contact No. [08065185300]
Email: legal@werize.com Email: nodalofficer@wortgagefinance.com
Timings: 10:00 AM to 6:00 PM from Monday to Friday Timings: 10:00 AM to 6:00 PM from Monday to
except on public holidays Friday except on public holidays

Grievance Redressal Officer (GRO) Nodal Officer


Name : Mr. Himanshu Gupta Name : Mr. Himanshu Gupta
Address: No 251, Ground, First floor, 17th Cross, 5th Address: No 251, Ground, First floor, 17th Cross, 5th
Main, 6th Sector, HSR layout, Bengaluru -560102 Main, 6th Sector, HSR layout, Bengaluru -560102
LSP
Contact No. [08065185300] Contact No. [08065185300]
Email: legal@werize.com Email: nodalofficer@wortgagefinance.com
Timings: 10:00 AM to 6:00 PM from Monday to Friday Timings: 10:00 AM to 6:00 PM from Monday to
except on public holidays Friday except on public holidays
RBI Complaints can be raised with RBI via., Regional Nodal officer
Smt. Jayasree Gopalan
Email to the “ Centralised Receipt and Processing Centre C/o Reserve Bank of India
(CRPC)“at crpc@rbi.org.in 10/3/8, Nrupathunga Road
Postal address :Centralised Receipt and Processing Centre Bengaluru -560 001
(CRPC) at RBI, 4th Floor, Sector 17, Chandigarh, 160017 STD Code: 080
Tel. No. 22277660/22180221
rdbengaluru@rbi.org.in

Grievance Redressal Policy: The links to access the grievance redressal policy of the Lender or the LSP are:
Lender: https://www.werize.com/terms-and-conditions/
LSP: https://www.werize.com/terms-and-conditions/

D) TERMS & CONDITIONS OF RECOVERY MECHANISM

The Lender undertakes the recovery practices considering the following terms:
a. In-house/Outsource Recovery
b. Digital Recovery
c. Reminder Communication
d. Field Collection (if required)
Where the Lender has failed to recover the money from the Borrower, it may rely upon the following legal
recovery mechanism:
a. Legal Notice
b. Arbitration & Conciliation
c. Court Case

F) REPAYMENT SCHEDULE

Installments no. Due Date POS Interest Due EMI


0 45827 10,36,711.00
1 45874 10,34,289.37 19,006.37 21428
2 45905 10,31,823.34 18,961.97 21428
3 45935 10,29,312.10 18,916.76 21428
4 45966 10,26,754.82 18,870.72 21428
5 45996 10,24,150.66 18,823.84 21428
6 46027 10,21,498.76 18,776.10 21428
7 46058 10,18,798.23 18,727.48 21428
8 46086 10,16,048.20 18,677.97 21428
9 46117 10,13,247.75 18,627.55 21428
10 46147 10,10,395.96 18,576.21 21428
11 46178 10,07,491.89 18,523.93 21428
12 46208 10,04,534.57 18,470.68 21428
13 46239 10,01,523.04 18,416.47 21428
14 46270 9,98,456.29 18,361.26 21428
15 46300 9,95,333.33 18,305.03 21428
16 46331 9,92,153.10 18,247.78 21428
17 46361 9,88,914.58 18,189.47 21428
18 46392 9,85,616.68 18,130.10 21428
19 46423 9,82,258.32 18,069.64 21428
20 46451 9,78,838.39 18,008.07 21428
21 46482 9,75,355.76 17,945.37 21428
22 46512 9,71,809.28 17,881.52 21428
23 46543 9,68,197.78 17,816.50 21428
24 46573 9,64,520.08 17,750.29 21428
25 46604 9,60,774.94 17,682.87 21428
26 46635 9,56,961.15 17,614.21 21428
27 46665 9,53,077.44 17,544.29 21428
28 46696 9,49,122.52 17,473.09 21428
29 46726 9,45,095.10 17,400.58 21428
30 46757 9,40,993.85 17,326.74 21428
31 46788 9,36,817.40 17,251.55 21428
32 46817 9,32,564.39 17,174.99 21428
33 46848 9,28,233.40 17,097.01 21428
34 46878 9,23,823.01 17,017.61 21428
35 46909 9,19,331.77 16,936.76 21428
36 46939 9,14,758.18 16,854.42 21428
37 46970 9,10,100.75 16,770.57 21428
38 47001 9,05,357.93 16,685.18 21428
39 47031 9,00,528.16 16,598.23 21428
40 47062 8,95,609.84 16,509.68 21428
41 47092 8,90,601.36 16,419.51 21428
42 47123 8,85,501.05 16,327.69 21428
43 47154 8,80,307.23 16,234.19 21428
44 47182 8,75,018.20 16,138.97 21428
45 47213 8,69,632.20 16,042.00 21428
46 47243 8,64,147.46 15,943.26 21428
47 47274 8,58,562.16 15,842.70 21428
48 47304 8,52,874.47 15,740.31 21428
49 47335 8,47,082.50 15,636.03 21428
50 47366 8,41,184.35 15,529.85 21428
51 47396 8,35,178.06 15,421.71 21428
52 47427 8,29,061.66 15,311.60 21428
53 47457 8,22,833.12 15,199.46 21428
54 47488 8,16,490.39 15,085.27 21428
55 47519 8,10,031.38 14,968.99 21428
56 47547 8,03,453.96 14,850.58 21428
57 47578 7,96,755.95 14,729.99 21428
58 47608 7,89,935.14 14,607.19 21428
59 47639 7,82,989.29 14,482.14 21428
60 47669 7,75,916.09 14,354.80 21428
61 47700 7,68,713.22 14,225.13 21428
62 47731 7,61,378.29 14,093.08 21428
63 47761 7,53,908.90 13,958.60 21428
64 47792 7,46,302.56 13,821.66 21428
65 47822 7,38,556.77 13,682.21 21428
66 47853 7,30,668.98 13,540.21 21428
67 47884 7,22,636.58 13,395.60 21428
68 47912 7,14,456.91 13,248.34 21428
69 47943 7,06,127.29 13,098.38 21428
70 47973 6,97,644.96 12,945.67 21428
71 48004 6,89,007.12 12,790.16 21428
72 48034 6,80,210.91 12,631.80 21428
73 48065 6,71,253.45 12,470.53 21428
74 48096 6,62,131.76 12,306.31 21428
75 48126 6,52,842.84 12,139.08 21428
76 48157 6,43,383.63 11,968.79 21428
77 48187 6,33,750.99 11,795.37 21428
78 48218 6,23,941.76 11,618.77 21428
79 48249 6,13,952.69 11,438.93 21428
80 48278 6,03,780.49 11,255.80 21428
81 48309 5,93,421.80 11,069.31 21428
82 48339 5,82,873.20 10,879.40 21428
83 48370 5,72,131.21 10,686.01 21428
84 48400 5,61,192.28 10,489.07 21428
85 48431 5,50,052.81 10,288.53 21428
86 48462 5,38,709.11 10,084.30 21428
87 48492 5,27,157.44 9,876.33 21428
88 48523 5,15,394.00 9,664.55 21428
89 48553 5,03,414.89 9,448.89 21428
90 48584 4,91,216.16 9,229.27 21428
91 48615 4,78,793.79 9,005.63 21428
92 48643 4,66,143.68 8,777.89 21428
93 48674 4,53,261.64 8,545.97 21428
94 48704 4,40,143.44 8,309.80 21428
95 48735 4,26,784.74 8,069.30 21428
96 48765 4,13,181.12 7,824.39 21428
97 48796 3,99,328.11 7,574.99 21428
98 48827 3,85,221.13 7,321.02 21428
99 48857 3,70,855.51 7,062.39 21428
100 48888 3,56,226.53 6,799.02 21428
101 48918 3,41,329.35 6,530.82 21428
102 48949 3,26,159.06 6,257.70 21428
103 48980 3,10,710.64 5,979.58 21428
104 49008 2,94,979.00 5,696.36 21428
105 49039 2,78,958.95 5,407.95 21428
106 49069 2,62,645.20 5,114.25 21428
107 49100 2,46,032.36 4,815.16 21428
108 49130 2,29,114.95 4,510.59 21428
109 49161 2,11,887.39 4,200.44 21428
110 49192 1,94,343.99 3,884.60 21428
111 49222 1,76,478.97 3,562.97 21428
112 49253 1,58,286.41 3,235.45 21428
113 49283 1,39,760.33 2,901.92 21428
114 49314 1,20,894.61 2,562.27 21428
115 49345 1,01,683.01 2,216.40 21428
116 49373 82,119.19 1,864.19 21428
117 49404 62,196.71 1,505.52 21428
118 49434 41,908.99 1,140.27 21428
119 49465 21,249.32 768.33 21428
120 49495 210.89 389.57 21428

Important Terminologies

1. Annual Percentage Rate (APR): APR is the effective annualized rate charged to the Borrower of a digital
loan. APR shall be based on an all-inclusive cost and margin including cost of funds, credit cost and
operating cost, processing fee, verification charges, maintenance charges, etc., and exclude contingent
charges like Penal Charges, EMI Bounce Charges, etc.
2. Cooling-Off Period: A Cooling-Off Period is the time window being provided to the Borrower for exiting
the Loan in case the Borrower decides not to continue with the Loan. In such event, a one-time Processing
Fee, Loan Documentation fees will be retained by the Lender and an amount proportionate to the APR for
the period until the closure of the Loan will be charged to the Borrower. In case of cancellation of Loan
during the Cooling-Off Period, the Borrower will not be required to pay any prepayment fees. Provided in
order to be eligible for cancellation of the Loan Facility during the Cooling- off period, the Borrower will
be required to submit a copy of the bank statement into which the said Loan amount was disbursed, along
with an undertaking that the Loan Facility was not utilized by the Borrower during the Cooling-Off Period.
In order to know the amount payable, the Borrower has to click on the "Loan Foreclosure" tab on the mobile
app to know the full fees payable in respect of Loan Foreclosure. Upon determining the fees, the Borrower
has the option to pay either (i) directly via mobile app by pressing and processing with the "Loan
Foreclosure" option or (ii) use any alternate payment methods available on the mobile app to pay the
corresponding amount such as, including but not limited to post-dated cheques ("PDCs"), Electronic
Clearing System ("ECS"), National Automated Clearing House ("NACH") instructions/other
mode/instrument ("Payment Instrument(s)"), as acceptable to the Lender from time to time. In case of
usage of any alternative methods of payment, the Loan will stand cancelled only upon actual realization of
the full fees payable in respect of Loan Foreclosure by the Lender. The Borrower must ensure that the
payment using alternative payment methods is realized by the Lender during the Cooling-Off Period, failing
which any request for Loan cancellation on account of usage of such alternative sources of payments will
be dealt by the Lender on a case-to-case basis.
3. EMI Bounce Charge: This is a penal charge levied by the Lender for non-repayment of an EMI on the
scheduled date.
4. Foreclosure: Foreclosure of Loan refers to the early repayment of the entire outstanding Loan amount
before the scheduled tenure ends.
5. Insurance Charge: This is an optional charge deducted from the Loan only when the Borrower hereby
gives his/her consent to purchase the insurance policy being offered by the insurance service provider
after he/she has read and understood the terms of the insurance policy as disclosed to the Borrower
during the process of application. The Borrower is expected and advised to have read all the features,
benefits, exclusions and claim process of the insurance product and accordingly shall have voluntarily opted
for the same. The Borrower is aware that in case of non-disclosure of material facts or fraud, there would be
no refund of insurance fee paid.
6. Loan Documentation Fees: This is the non-refundable stamp duty payable by the Borrower on Transaction
Documents in accordance with the Applicable Laws. The stamp duty shall be deposited to the government
at the time of execution of the Transaction Documents. The Lender is merely acting as a facilitator to make
the stamp duty payment on the Borrower’s behalf and the Loan Documentation Fees is the reimbursement
by the Borrower to the Lender at cost.
7. Transaction Documents: The Transaction Documents comprise of the KFS, the Sanction Letter issued to
the Borrower in relation to this Facility, the Borrower Details, the Loan Summary, General Terms and
Borrower Consents and the Agreement including its annexures, the Most Important Terms and Conditions
("MITC") and other such documents designated by the Lender as Transaction Documents.

SCHEDULE II
PROPERTY AND SECURED OBLIGATIONS
Sr. Whether
Date Name of Document
No. Original/Photocopy
OLD Patta No. 1159 or any OLD revenue record pertaining to
1 Original
Patta No. 1159 in the name of Chithra W/o. Subramani
2 Settlement Deed dated 29.11.2023, registered as Doc. No.
8181/2023, in the file of Magundanchavadi Sub-Registry,
executed by Chithra W/o. Subramani in favour of her son, S. Original
Manivasagam S/o. Subramani
3 Deposit of Title Deeds dated 12.12.2023, registered as Doc. No.
8468/2023, in the file of Magundanchavadi Sub-Registry,
executed by Manivasagam Subramani in favour of Veritas Original
Finance Private Limited
4 Property Tax Receipt dated 12.06.2025, relating to the
Assessment No. 188/018/900080, issued by Edanganasalai Photocopy
Municipality in the name of Subramani S/o. Arumugam
5 Encumbrance Certificate dated 12.06.2025, relating to the S.
Nos. 129/29 & 129/10, situated in Idanganasali Bit 2 Village, Online Copy
for the term from 13.02.2018 till 11.06.2025 .
6 Registered Receipt Deed/s for existing mortgage/s with Veritas
Finance Private Limited Original

7 Encumbrance Certificate from 01.01.1987 till date Online Copy


SCHEDULE III
CONDITIONS PRECEDENT

1. The following shall be conditions precedent for any disbursal of the Loan Facility:
(i) Prior to the disbursement, the Security as detailed out in Clause 6 should have been created.
(ii) No Event of Default or Material Adverse Effect shall have occurred.
(iii) At the time of request for a disbursement of the Loan, the Borrower shall produce such evidence
of the proposed utilization of the proceeds of the disbursement of the Loan as is satisfactory to the
Lender as and when required by the Lender to evidence that the Loan will be utilised only for the
Purpose.
(iv) No extraordinary or other circumstances shall have occurred which shall make it improbable for
the Borrower to fulfil his / its obligations under this Agreement.
(v) The Borrower shall have executed and delivered all the Facility Documents.

2. The Borrower shall furnish the following documents as part of the conditions precedent for the Loan
Facility prior to the disbursement.

(a) Where the Borrower is a company incorporated under Companies Act, 2013 or any previous Companies
Act, the Borrower shall have delivered to Lender:

i. certified true copy of the memorandum of association and articles of association, certificate of
incorporation and certificate of commencement of business, if applicable;

ii. certified true copy of a resolution passed by the Board of Directors of the Borrower inter alia
approving availing of the Loan Facility by the Borrower, authorizing representatives of the
Borrower to inter alia, on behalf of and for the Borrower, (i) discuss, negotiate and execute all
definitive transaction documents (including, without limitation Schedules and Annexures) required
to be entered into or executed by the Borrower for the purposes of availing of the Loan Facility as
well as any other agreements, documents and other writings as may be required by Lender for the
purposes of making available the Loan Facility to the Borrower, (ii) create security in favor of
Lender and (iii) to affix the common seal of the Borrower.

iii. certified copy of the resolution passed by the members of the Borrower in a general meeting in
terms of Section 180(1)(a) of the Companies Act (where applicable);

iv. certified true copy of a resolution passed by the Board of Directors of the Borrower in terms of
Section 179, 180(1)(a) and 180(1)(c) of the Companies Act a certificate issued by the Company
Secretary / Statutory Auditor of the Borrower confirming the resolution passed by the members of
the Borrower in terms of Section 180(1)(c) of the Companies Act and that the proposed borrowing
by the Borrower would be within the specified limits.

v. an independent search report detailing the existing charges filed with the Registrar of Companies
over the Borrower’s assets;

vi. a certificate from the statutory auditors of the Borrower in a form acceptable to Lender certifying
that the Borrower has duly paid all applicable taxes under all relevant laws applicable to the
Borrower;
(b) Where the Borrower is a partnership firm under the provisions of the partnership Act, 1932, the Borrower
shall have delivered to Lender

i. Copy of the partnership deed, certified as true copy by a notary public along with the original of the
partnership deed (for the purpose of verification);
ii. copy of the registration certificate issued by the Registrar of Firms as specified under the provisions
of the Partnership Act, 1932 certified as true copy by a notary public along with the original of the
registration certificate (for the purpose of verification);
iii. A separate partnership declaration and authority signed by all the partners and duly stamped
statement inter alia approving availing of the Loan Facility by the Borrower, authorizing partners
of the Borrower, inter alia, on behalf of and for the Borrower to, (i) discuss, negotiate and execute
all definitive transaction documents (including, without limitation Schedules and Annexures\)
required to be entered into or executed by the Borrower for the purposes of availing of the Loan
Facility as well as any other agreements, documents and other writings as may be required by
Lender for the purposes of making available the Loan Facility to the Borrower and (ii) create
security in favor of Lender;

(c) Where the Borrower is a sole proprietor, the Borrower shall have delivered to Lender:

i. Income tax returns filed by the Borrower during the last three years;
ii. certified copy of the permanent account number issued by the department of income tax in favor of the
business/proprietor;
iii. residential proof in the form acceptable to Lender;
iv. a confirmation letter addressed to Lender inter alia approving availing of the Loan Facility by the
Borrower, authorizing representatives of the Borrower, inter alia, on behalf of and for the Borrower to,
(i) discuss, negotiate and execute all definitive transaction documents (including, without limitation
Schedules and Annexures ) required to be entered into or executed by the Borrower for the purposes of
availing of the Loan Facility as well as any other agreements, documents and other writings as may be
required by Lender for the purposes of making available the Loan Facility to the Borrower and (ii)
create security in favor of Lender;

(d) The Borrower shall have delivered to Lender a certificate in a form acceptable to Lender and signed by a
chartered accountant acceptable to Lender, detailing all existing financing facilities availed of by the
Borrower and the security created by the Borrower in pursuance thereof in favor of the applicable lenders;

(e) The Borrower shall have delivered to Lender a demand promissory note for the Loan Facility;

(f) The Borrower shall have delivered to Lender specimen signatures of the authorized signatories of
Borrower;

(g) The Borrower shall hand over to Lender post-dated cheques towards repayment of the principal amount of
the Loan Facility and Interest accrued thereon or furnish an irrevocable NACH mandate to Lender
authorizing Lender to debit the Borrower’s account;

(h) The Borrower shall deliver to Lender a duly executed mandate letter addressed to the bank with which the
Borrower’s account is maintained;

(i) Consent/no objection of all existing lenders of the Borrower obtained in respect of availing of the Loan
Facility (if applicable);
(j) Consent/ no objection of all the existing lenders of the Borrower obtained in respect of creation of Security
(as defined hereunder), if applicable;

(k) The Borrower shall execute in favor of and deliver to Lender all Security Documents in respect of the
Security to be created and as may be required by Lender to be executed by the Borrower;

(l) Any other document in form and substance, as may be required by Lender
Key Facts Statement

PART A

Particulars Details
Name of the Lender Wortgage Finance Private Ltd
Name of the Lending Service Provider Wortgage Finance Private Ltd
(LSP)
Name of the Digital Lending WeRize
Application (DLA)
Details of the Borrower
Name of the Borrower: Mr. S MANIVASAGAM
Industry/ Line of Business/occupation: MANIVASAGAM TEXTILES
Registered Office Address/ Residential No 8-72 Sithar kovil, Kosavapatti Post, Ponnagar, Salem,
Address: Tamilnadu - 637502

Date of Incorporation 01-01-2009


Name of the Co-Borrower (If any) Mr. SUBRAMANI, Mrs. CHITHRA SUBRAMANI, Mrs.
JAYANTHI
Purpose of the Loan Business Expansion
Security (if any) Door No.116, Siddar Temple, Edanganasalai Bit-II Village
and Municipality Limit, Sangagiri Taluk, Salem District
Tamilnadu -637502
Bank Account Details of the Borrower
Bank Name: Canara Bank
Bank Account No.; 110156860325
IFSC Code: CNRB0001048
PART B

Interest rate and fees/charges

1. Loan proposal/ account No. SBL0016949 Type of Loan SBL-LAP

2. Sanctioned Loan amount (in Rupees) 10,36,711

3. Disbursal schedule: Full Tranche Disbursement


4. Loan term 120
5. Installment details 120 Months

Type of installments Number EPI Commencement of repayment, post


of EPIs (₹) sanction

(monthly/quarterly/yearly) (Date)
Monthly 120 21,428 05/08/2025
6. Interest rate (%) and type 22% (reducing rate)
(equivalent to 14.80% flat
rate per annum)
7. Additional Information in case of Floating rate of interest (if applicable)

Reference Benchma Spread (%) Final Reset Impact of change in the


Benchmark rk rate (S) rate (%) Periodicity reference
(%) (B) R = (B) + (Months) benchmark(For 25 bps
(S) change in ‘R’, change
in:)

B S EPI (₹) No. of


EPIs

8. Fee/ Charges

Payable to the Lender Payable to a third party through


(A) Lender (B)

One-time/ Amount (in One- Amount (in ₹) or


Recurring ₹) or time/Rec Percentage (%) as
Percentage urring applicable
(%) as
applicable
(i) Processing fees 36,577 NA NA
(ii) Insurance charges (if 36,711 NA NA
applicable)
(iii) Valuation fees NA NA
(iv) Loan Documentation 5900 NA NA
Fees (INR)(if
applicable)
(v) Document Collection NA NA
Fees (INR) (if
applicable)
(vi) Legal charges (if 5000 NA NA
applicable)
(vi) E-stamping charges 2500 NA NA
(vii) CERSAI charges 118 NA NA
(viii) Pre emi charges NA NA
9. Annual Percentage Rate (APR) 24.74%
(%)
10. Details of Contingent Charges (in ₹ or %, as applicable)

(i) Penal charges, if any, in case of delayed payment 3% per month on the
overdue amount
calculated for the period
of default/delay
(ii) Other penal charges, if any
(iii) Foreclosure charges, if applicable - Up to 12 months from
date of disbursal: 6% of
the Principal outstanding
amount (POS) plus
applicable taxes
- After 12 months from
date of disbursal: 4% of
the Principal outstanding
amount (POS) plus
applicable taxes
(iv) Charges for switching of loans from floating
to fixed rate and vice versa (if applicable)
(v) Any other charges (please specify)

(vi) Minimum lock-in period during which loan closure -12 months for closure
shall not be allowed using own funds
-24 months for closure
using BT funds
(vii) Partial payment applicability for LAP (Non-BT cases) Partial payment shall be
allowed after 12 months
from disbursement date.
Maximum partial
payment allowed will be
twice per year and not
exceeding 6 months EMI
(viii) Partial payment applicability for LAP (BT cases) Partial payment shall be
allowed after 12 months
from disbursement date.
Maximum partial
payment allowed once
yearly, not exceeding 6
months' EMI
(ix) Partial payment charges 2% of the Principal
outstanding amount
(POS) plus applicable
taxes)
11. Total amount to be paid by the Borrower ( INR) 25,71,360

PART C

Other Qualitative Information

1. Clause of the Loan Agreement relating to SCHEDULE I - D


engagement of recovery agents

2. Clause of Loan Agreement which details the SCHEDULE I - C


grievance redressal mechanism

3. Phone No./email id of the nodal grievance redressal 08065185300 (10:00 to 17:00 from
officer Monday to Saturday except public
holiday)
nodalofficer@wortgagefinance.co
m
4. Whether the loan granted is subject to transfer to (Yes/No)
other REs or securitization

5. Additional Information:

Name of the originating entity Name of the partner entity Blended rate of interest
(regulated entity), and its (regulated entity) and its
funding proportion proportion of funding

6. Validity Period 30 days from the date of issuance


7. Disclosures:

(i) Cooling off/look-up period, in terms of lender’s 1 day (minimum)


board approved policy, during which borrower
shall not be charged any penalty on
prepayment of loan

(ii) Details of LSP acting as recovery agent and NA


authorized to approach the borrower.

*Grievance Redressal Policy: The links to access the grievance redressal policy of the Lender or the LSP
are;
Lender: https://www.werize.com/terms-and-conditions/
LSP: https://www.werize.com/terms-and-conditions/

*Privacy Policy: The links to access the privacy policy of the Lender or the LSP are;
Lender: https://www.werize.com/privacy-policy/
LSP: https://www.werize.com/privacy-policy/
WORTGAGE FINANCE PRIVATE LIMITED

CIN NUMBER: U65990KA2019PTC122446

LOAN SANCTION LETTER

Date: 19/06/2025 (19th june ’ 2025)

Loan application number/Lead id: SBL0016949/ 688464

Borrower 1: Mr. MANIVASAGAM S

Borrower 2: Mr. SUBRAMANI

Borrower 3: Mrs CHITHRA SUBRAMANI

Borrower 4 : Mrs JAYANTHI

Address: No 8-72 Sithar kovil, Kosavapatti Post, Ponnagar, Salem, Tamilnadu - 637502

Dear Customer,

Thank you for choosing Wortgage Finance Pvt Ltd. We are delighted to extend a loan offer/sanction to you
based on your collateral, in accordance with the terms and conditions outlined below.

Product Secured Business loan (Loan against property)


Loan amount sanctioned Rs 10,36,711
Rate of Interest 22% per annum (at an equivalent flat rate of 14.80
% per annum)
Loan tenure (in years) 10 years, 120 Months
EMI (INR) 21428
EMI date 5th of every month
Processing fees Rs. 36,577 (as a deduction)
Loan documentation fees Rs. 5900 (as a deduction)
Stamp duty charges Rs. 2500 (as a deduction)
Insurance charges Rs. 36,711 (as a deduction)
Legal Charges Rs. 5000 (as a deduction)
CERSAI registration charges Rs. 118 (as a deduction)

This letter is generated by the system and therefore does not require a signature.
This loan sanction offer stands valid subject to the submission of the following documents.

• 1. LOD and LOS from BT Banker


• 2. Latest 13 Years NIL Encumbrance Certificate (EC)
• 3. Latest utility bill (Water or EB bill)
• 4. 5 SPDCs from applicant bank account (Pre Disbursal)
• 5. 2 SPDCs from co applicant bank account (Pre Disbursal)
• 6. Subject to positive internal checks (Pre Disbursal)
• 7. Till date banking of the applicant (Pre Disbursal)
• 8. Registered mortgage deed to be executed and charges to be paid by the applicant (Post
Disbrusal)
• 9. Mother and wife to come in as co applicants
• 10. Latest property tax paid receipt

The below legal documents to be collected prior disbursement:

1. OLD Patta No. 1159 or any OLD revenue record pertaining to Patta No. 1159 in the name of Chithra
W/o. Subramani
2. Settlement Deed dated 29.11.2023, registered as Doc. No. 8181/2023, in the file of
Magundanchavadi Sub-Registry, executed by Chithra W/o. Subramani in favour of her son, S.
Manivasagam S/o. Subramani
3. Deposit of Title Deeds dated 12.12.2023, registered as Doc. No. 8468/2023, in the file of
Magundanchavadi Sub-Registry, executed by Manivasagam Subramani in favour of Veritas
Finance Private Limited
4. Property Tax Receipt dated 12.06.2025, relating to the Assessment No. 188/018/900080, issued by
Edanganasalai Municipality in the name of Subramani S/o. Arumugam
5. Encumbrance Certificate dated 12.06.2025, relating to the S. Nos. 129/29 & 129/10, situated in
Idanganasali Bit 2 Village, for the term from 13.02.2018 till 11.06.2025 .
6. Registered Receipt Deed/s for existing mortgage/s with Veritas Finance Private Limited
7. Encumbrance Certificate from 01.01.1987 till date

This letter is generated by the system and therefore does not require a signature.

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