Loan Terms & Conditions - Secured Business Loan

LOAN AGREEMENT

IIFL FINANCE LIMITED, a company incorporated in India under the Companies Act 1956 and 2013 having CIN: U67120MH2004PLC147365 a non-banking financial company, having its registered office at IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane, Maharashtra – 400604 India (hereinafter referred to as the “IIFL and or “Lender”, which expression shall, unless repugnant to the context hereof, be deemed to include its successors, transferees, novatees and assigns) of the FIRST PART;

AND

The Borrower whose name, address and particulars are as stated in the Sanction Letter (hereinafter referred to as “the Borrower”, which expression shall unless the context otherwise requires, include heirs, administrators, executors, successors and permitted assigns, as applicable) of the SECOND PART.

(The Borrower/Co-Borrower are collectively referred to as the “Borrower(s)”)

(The Lender and the Borrower are hereinafter collectively referred to as the “Parties” and individually as a “Party”.)

WHEREAS:

The Borrower has approached the Lender to avail themselves a Secured Business Loan (SBL) , as per the Application Form (hereinafter defined) for the Purpose (hereinafter defined).
The Borrower has proposed to create security over the Property (hereinafter defined) by executing the Mortgage Document (hereinafter defined) as the principal and primary instrument for availing the Loan.
Upon the Borrower agreeing to execute the Mortgage Document as the principal and primary instruments, the Lender has agreed to grant, and the Borrower has agreed to avail the Loan on the terms and conditions stated herein below.

DEFINITIONS AND INTERPRETATION
1. DEFINITIONS For the purposes of this Agreement, unless the context requires otherwise, the following terms shall have the following meanings:
  - "Accounting Principles", mean generally accepted accounting principles, standards and practices in India, including the Ind AS and includes any successor principles, standards and practices that may be prescribed by a gazette notification by the relevant Governmental Agency or otherwise come into force in India from time to time.
  - "Application Form" shall mean as the context may permit or require, the credit facility application form submitted by the Borrower/s to the Lender for applying for and availing of the Loan, together with the preliminary Loan application form and all other information, particulars, clarifications and declarations, if any, furnished by the Borrower/s or any other person from time to time in connection with the Loan.
  - "Agreement" means this Loan Agreement, including the recitals, schedules and annexures hereto, and any amendment or supplement made in accordance with the provisions hereof.
  - "Applicable Laws" means in respect of India or any other jurisdiction to which Borrower is subject to, any applicable statute, law, regulation, ordinance, rule, judgment, order, decree, clearance, approval, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority whether in effect as of the date of this Agreement or thereafter and in each case as amended, modified or replaced from time to time;
  - "Authorization" shall mean any consent, grant, concession, certificate, license, approval, resolution, no-objection, waiver, permit, exemption, sanction, lease, ruling, filing, notarization, lodgment, registration, notification or other authorization of any nature which is required to be granted by, or obtained from, (a) any Government Authority, or (b) IIFL , or (c) any Person (other than a Government Authority);.
  - "Availability Period" refers to the time frame within which the borrower may request disbursement of the loan amount subject to the conditions laid out in the agreement.
  - "Borrower" has the meaning assigned to the term in the preamble of this Agreement.
  - "Co-Borrower(s)" shall have the meaning assigned to it in the array of Parties.
  - "Companies Act" shall mean the Companies Act, 2013 to the extent notified and the Companies Act, 1956 to the extent not repealed.
  - "Conditions Precedent" means each and all of the conditions as stipulated herein and in the Loan Documents, which the Borrower is required to fulfil, before any Loan withdrawal is made under this Agreement.
  - "Cross Default" shall have the meaning ascribed to the term under Clause 13.1(f) of this Agreement.
  - "Due Date" shall mean the date(s) on which any amounts in respect of the Outstanding Obligations fall.
  - "Disbursement Date" shall mean the date of the Disbursement.
  - "Dues" means outstanding amount in relation to the Loan/ Facilities advanced to the Borrower along with, Interest due, tax, and other dues and all amounts payable to the Lender Loan Documents.
  - "Effective Date" shall mean the date of the execution of this Agreement.
  - "Equated Monthly Installment" or "EMI" shall mean the amount of each monthly payment as specified in Schedule I required to be paid to the Lender to repay the Loan with interest over the tenure of the Loan. **The EMI comprises of principal and interest calculated on monthly basis rests at the AIR and is rounded off to the next rupee and any other charges shall be computed on the basis of a year or three hundred and sixty-five days PROVIDED all future /further AIRs applicable for the amount of loan lent by IIFL to the Borrower shall be applied by IIFL on the basis of Interest Rate Rest Revision Cycle (IRRRC) which is quarter of English calendar year beginning from 1st day of January, April, July and October of each year.
  - "Event of Default" shall refer to the events described to be so under Clause 13 of this Agreement.
  - "Financing Documents" means this Agreement, the Sanction Letter and/or Schedule I hereunder.
  - "Interest" shall have the meaning ascribed to the term in Clause 4.
  - "Key Facts Statement" shall mean the key facts statement issued under the Loan and each Facility availed under the Loan.
  - "Lender" means
    - the Lender under this Agreement; and
    - any New Lenders, which has rights pursuant to the terms of this Agreement, more particularly detailed in Schedule I, hereinafter.
  - "Loan" means the amount sanctioned/advanced/disbursed to the Borrower under Schedule I and unless referred to individually.
  - "Loan Balance" "Loan Dues" means outstanding amount under/in relation to the Loan/ Facilities advanced to the Borrower along with, Interest due, tax, and other dues and all amounts payable to the Lender(s), the agreements, instruments, undertakings, deeds, writings and other documents executed or entered into, or to be executed or entered into by the Borrower/Security Provider pursuant to the terms of this Agreement and the Loan Documents.
  - "Loan Documents" in respect of the Loan shall mean Sanction Letter, this Agreement, Security Documents, powers of attorney and/or and / or any other deeds, documents or writings as may be executed by the Borrower(s) for the purposes of availing the Loan.
  - "Loan Term" shall mean the period, as specified in Schedule I in respect of Loan, during which the Loan shall remain available for withdrawal.
  - "Material Adverse Change" means any circumstance or event that might have a material adverse effect on or change (in the judgment of the Lender) on or in respect of (a) the business, operations, property, prospects or condition (financial or otherwise) of the Borrower(s); or (b) ability of the Borrower(s) to perform its/their obligations under the Agreement or the Loan Documents; or (c) the validity or enforceability of the Agreement/ Loan Documents or the rights or remedies of the Lender hereunder/ Loan Documents; or (d) the international capital or loan market; or (e) the political, financial or economic conditions; and shall also mean and include any event whether domestic or international, which in the opinion of the Lender may adversely affect the Loan.
  - "NACH" means National Automated Clearing House which facilitates payment in electronic mode by using the services of National Payment Corporation of India.
  - "Participant" shall have the meaning given to it in Section 2(g) of the Depositories Act, 1996.
  - "Penal Charges" means the rate at which the Lender shall compute and apply charge on all amounts not paid, for any reason whatsoever, when due for payment (or reimbursement) by the Borrower to the Lender, as stated at the time of the withdrawal of a Loan and/or which shall be indicated in Schedule of Term(s).
  - "Person" in relation to or pertaining to the transactions contemplated by, or under this Agreement as amended from time to time and such other documents as may be designate as a ‘Financing Document’ by the Lender from time to time;
  - "Prepayment/Foreclosure Charges" shall mean the prepayment/Foreclosure charges, intimated to the Borrower, and/or as may be updated on the Website from time to time, and payable by the Borrower in case the Loan is prepaid fully before the scheduled Due Date.
  - "Sanction Letter" means the sanction letter cum key facts statement letter from the Lender to the Borrower, Guarantor (if any) issued specifying the sanction of the Loan, annexed hereto, as amended, modified, varied and supplemented including, any subsequent letter(s) issued by the Lender regarding the Loan from time to time.
  - "Schedule of Terms" means the schedule executed and annexed to this Agreement governing the specific terms and conditions of Loan.
  - "Security" means any mortgage, pledge, charge, assignment, hypothecation, encumbrance, lien (statutory or otherwise), preference, priority or other security agreement of any kind or nature whatsoever, or security charges or any other agreement or arrangement (including, without limitation, any conditional sale or title transfer and title retention arrangements) having a similar effect created in favour of the Lender for securing the repayment of the Loan.The term Security, wherever the context so requires, shall include the guarantee, and other forms of Security and which is more particularly described in Article III of this Agreement.
  - "Security Documents" means this Agreement and all other deeds, memoranda, documents and all other instruments, by whomsoever executed, by which Security is created in favour of the Lender.
  - "Security Provider" means and includes any party creating pledge of Securities in favour of the Lender as a Security for the repayment of the Loan Balance in the manner provided in this Agreement and Schedule(s) of Terms and the relevant Security Documents.
  - "Loan" shall mean the credit facility up to the amount as specified in Schedule I to be extended by the Lender to the Borrower under the terms of the Agreement.
  - "Material Adverse Effect" means the effect or consequence of any event or circumstance which is or is likely to be: (a) adverse to the ability of the Borrower or any person to perform or comply with any of their respective obligations under the Transaction Documents in accordance with their respective terms; or (b) prejudicial to any of the businesses, operations or financial condition of the Borrower.
  - "Mortgage Document" shall mean the memorandum of entry recording the deposit of title deeds and the declaration cum confirmation deed in relation to the Property.
  - "Outstanding Obligations" shall mean and include the outstanding principal amount of the Loan, Interest, Additional charges, all other charges, all fees, costs, commitments, charges, expenses, stamp duty and all other sums whatsoever payable by the Borrower to the Lender in accordance with the Agreement and the Transaction Documents, as well as all other monies whatsoever stipulated in or payable by the Borrower/s under the Agreement.
    - "Outstanding Amount" shall mean all amounts payable by the Borrower to the Secured Parties in relation to the Loan pursuant to the terms of this Agreement, including, without limitation:
    - the principal amount of the Loan and the Interest payable in relation thereto, and all other obligations and liabilities of the Borrower, including commitment fees, indemnities, expenses, fees, and charges as mentioned in the terms arising out of or in connection with the Loan.
    - all sums advanced by the Secured Parties from time to time under the Financing Documents in order to preserve the security charges created / caused to be created by the Borrower in relation to the Loan; and
    - in the event of any proceeding for the collection or enforcement of the Outstanding Amount, after an Event of Default shall have occurred and be continuing, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing the security charges created / caused to be created by the Borrower, or of any exercise by the Secured Parties of their rights under the relevant Transaction Documents, together with legal fees and court costs;
  - "Person" shall include individual, partnership firm, company, association of persons, proprietary concern, limited liability partnership and co-operative society as mentioned and stipulated as per the relevant provisions of the Income Tax Act, 1961.
  - "Property" means residential / commercial immovable property, described in the Application Form, which is owned / jointly owned by the Borrower and shall be deemed to include any immovable property on the security of which the Lender has agreed to advance the Loan. Without prejudice to the generality of the above "Property" shall also include:
    - 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
    - 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
    - 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
    - In the case of an individual house, the house and entire plot of land on which the house will be built
  - "Purpose" shall mean purpose(s) for which the Loan has been availed / agreed to be availed by the Borrower from the Lenders and as more particularly specified in the Sanction Letter.
  - "RBI" means Reserve Bank of India.
  - "Repayment" means the repayment of the principal amount of Loan, interest payable thereon, charges, fees or any other dues payable by the Borrower to Lender in terms of this Agreement.
  - "Repayment Cheques" means the cheques issued by the Borrower or such other Person as may be accepted by the Lender as per the terms detailed in Clause 6;
  - "Repayment Schedule" shall mean the schedule for Repayment of the Loan as set out in Schedule I.
  - "Securities" shall mean the security / charges created / to be created under the terms of the Transaction Documents.
  - "Transaction Documents" shall include all writings and other documents executed or entered or to be executed or entered, by the Borrower or any other Person, in relation to, or pertaining to the Loan and each such transaction document as amended from time to time.
  - "Website" means the website of the Lender presently being www.iifl.com and/or such other website as indicated from time to time including the microsite, if any.
  - "Working Days" means a day on which the Lender’s office is open for business.
2. INTERPRETATION
  - Headings are for convenience only and shall not affect the meaning or interpretation of this Agreement.
  - Whenever the context requires otherwise, words importing the singular include the plural and vice versa, and pronouns importing a gender include each of the masculine, feminine and neuter genders.
  - The term “Parties” shall mean and “include all the parties/signatories to” or “including” are used in this Agreement and the term “Party”, they shall mean any one of them.
  - The terms “hereof, “herein”, “hereby”, “hereto” and “derivative” or similar be deemed to be followed by the words refer to this entire Agreement or specified clauses “without limitation”. Each reference to a clause number shall include all subparagraphs and subsections thereof
  - All terms and conditions of this Agreement, as the case may be
    - Reference to statutory provisions shall be construed as meaning and including references also to any amendment or re -enactment (whether before or after the date of this Agreement) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions in accordance with the written terms thereof; and if the term or condition be ambiguous, then in accordance with the intention of the Parties.
    - A reference to this Agreement or another instrument includes any variation, novation or replacement of either of them.
    - References to clauses, schedules and annexes are references to clauses, schedules and annexes of this Agreement.
    - References to a statute include references to regulations, rules, orders, notices, or codes of practice made under or pursuant to such statute, and references to a statute or regulation include references to all amendments to that statute or regulation (whether by subsequent statute or otherwise) and references to a statute or regulation passed in substitution for that statute or regulation.
    - In the event of any disagreement or dispute between the Lender and the Borrower regarding the materiality, reasonableness or occurrence of any matter including any, event, occurrence, circumstance, change, fact, information, document, authorization, proceeding, act, omission, claims, breach, default or otherwise, the opinion of the Lender in relation to the Loan as to the materiality, reasonableness or occurrence of any of the foregoing shall be final and binding on the Borrower.
    - If a clause in this Agreement is held to be void, illegal or unenforceable, such clause may be deemed to be severed without affecting the enforceability of the remaining provisions in this Agreement.
    - Time is of the essence in the performance of the Borrower(s)’ respective obligations.If any time period specified herein is extended at the sole discretion of the Lender, such extended time shall also be of the essence.
    - This Agreement containing the terms and conditions in respect of the Loan shall be read along with the concerned Loan Documents (which includes the relevant Schedule of Terms and the Security Documents) executed by the Borrower(s).
    - The general provisions stated in this Agreement, shall apply to all Loans so far as they may be applicable It is hereby expressly clarified and understood by the Borrower(s) that where any provisions herein are not applicable to a particular Loan, the same shall be ignored and shall not affect the terms and conditions pertaining to that Loan and/or the Loan Documents.
    - The Schedule of Terms shall be read in additions to and not in derogation to the terms and conditions contained in this Agreement.
    - Reference to an “amendment” includes a supplement, modification, replacement or re-enactment and “amended” is to be construed accordingly.
    - A reference to “assets” includes all properties whatsoever both present and future and title of every description.
    - A reference to “encumbrance” includes a mortgage, charge, lien, pledge, hypothecation, security charges or any lien of any description whatsoever
  - Unless otherwise specifically provided herein, a reference to an Article or Schedule is, unless indicated to the contrary, a reference to an article or schedule to this Agreement.
    - The words “other”, “or otherwise” and “whatsoever” shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to.
    - References to the word “includes” or “including” are to be construed without limitation.
    - All references to agreements, documents or other instruments include (subject to all relevant approvals) a reference to that agreement, document or instrument as amended, supplemented, substituted, novated or assigned from time to time.
    - Any reference to a public organization shall be deemed to include a reference to any successor to such public organization or any organization or entity which has taken over the functions or responsibilities of such public organization.
    - Words and abbreviations, which have, well known technical or trade/commercial meanings are used in the Agreement in accordance with such meanings.
    - Any consent, approval, determination, waiver or finding to be given or made by the Lender shall be made or given by the Lender in its sole discretion except as specifically provided for in this Agreement.
    - In the event of any disagreement or dispute between the Lender and the Borrower(s) regarding the materiality of any matter including of any event, occurrence, circumstance, change, fact, information, document, authorisation, proceeding, act, omission, claims, breach, default or otherwise, the opinion of Lender as to the materiality of any of the foregoing shall be final and binding on the Borrower(s).
TERMS OF THE LOAN
1. Amount of Loan
  - In consideration of IIFL has agreed to provide a Secured Business Loan (SBL) to the Borrower, the Borrower(s) hereby agrees to enter into this Agreement which sets out the general terms and conditions applicable to the Loan and each Facilities thereunder.
  - Upon the execution of this Agreement and satisfactory compliance of the Conditions Precedents, the Borrower shall be eligible to avail the Loan made available by the Lender within such limits as may be prescribed by the Lender, and subject to the terms and conditions of this Agreement. The Loan may be availed by the Borrower in tranches and each withdrawal i.e. Facility shall for the purposes of this document constitute the “Loan”.
  - Upon execution of a Schedule of Terms pursuant to this Agreement, the Loan provided thereunder shall be deemed to have been provided pursuant to this Agreement and the terms and conditions of this Agreement together with the Loan Documents shall govern the terms and conditions of such a Loan.
  - Unless otherwise agreed by IIFL in writing, the unutilized amount(s) of the Loan shall stand automatically cancelled upon the expiry of the Availability Period, however IIFL may allow further withdrawal on the terms and conditions as it may deem fit.
  - IIFL shall have the right to cancel all unutilized amount(s) of the Loan upon the occurrence of any Event of Default.
2. Loan
  - Any withdrawal under the Loan shall be subject to the Borrower satisfying the Conditions Precedents as specified in this Article and not being in breach of any of the terms and conditions of this Agreement.
  - Any withdrawal of the Loan shall be within the Drawing Power which is: (i) within the approved Facility Limit of the Loan; and (ii) provided that the relevant Borrower(s) has maintained and continues to always maintain the Margin during the tenure of the Loan.
  - The withdrawal of the Term Loan shall be permitted only during the Loan Term mentioned in the Schedule of Terms.
  - At the time of availing the Loan, the Borrower or the relevant Borrower(s) shall be required to execute the relevant Loan Documents and/or any other deeds, undertakings, documents or writings as may be required by the Lender.
  - The Borrower(s) shall also comply with specific terms and conditions applicable to the concerned Loan and contained in this Agreement and the Loan Documents relating to a relevant Loan. Notwithstanding anything contained in this Agreement, the amount of the actual Loan availed under this Agreement shall depend upon the value of the property mortgaged to be mortgaged and thereafter from time to time, at the time of grant of the Loan.Each Borrower(s) hereby agrees that the value of the Loan to the value of the property shall be maintained in accordance with the at all times The valuation of the property, and the amount of the Loan would be the exclusive decision of the Lender and shall be binding on each Borrower(s) The valuation of property shall be carried out by the Lender basis Market Price of the property and shall be communicated Notwithstanding anything contained herein, the Loan disbursed shall be forthwith repayable unconditionally on demand at the Lender’s absolute discretion.
  - Property/Properties, mortgaged/ agreed to be mortgage and thereafter from time to time, at the time of grant of the Loan. It is also agreed by the Borrower hereto that in the event the Lender refuses to grant any Loan to the Borrower, the Lender shall not be required to provide any reasons thereof nor shall the Lender be liable for any damages to the Borrower by reason of the Lender’s refusal to grant any Loan to the Borrower.
  - The terms and conditions entered between the Lender and the Borrower is purely a financial arrangement, and the Lender shall not be liable to the Borrower for any liability, claim, loss or expense of any kind caused directly or indirectly to the Borrower.
3. End Use
  - The Borrower shall utilize the Loan only for the specific purpose as stated in the Loan Documents, and for no other reason or purpose whatsoever
  - The Borrower agrees to provide the Lender with periodic reports detailing the use of the Loan funds, including but not limited to:
    - A breakdown of expenditure related to the Permitted Use.
    - Any other information reasonably requested by the Lender.
  - The Borrower shall assist the Lender in obtaining an End Use Certificate as mandated by the Reserve Bank of India (RBI). Additionally, the Lender reserves the right to engage auditors, as required by RBI, to verify the end use of the funds.
  - Lender shall closely monitor the end-use of Loan amount and may obtain end use certificates from Borrower. In case of wrong certification by the Borrower, the Lender may initiate appropriate legal proceedings, including criminal proceedings wherever necessary, against the Borrower.
  - Further, the Lender is authorised to obtain specific certification from the 'Borrower's auditors, at 'Borrower's cost, regarding diversion/siphoning of funds by the Borrower or at its own discretion, the Lender may engage their own auditors for such specific certification without relying on certification given by borrowers' auditor'
  - For the purpose of ensuring compliance to this clause, Lender shall be authorised, at its own discretion, as applicable, to:
    - Scrutinize quarterly progress reports/ operating statements/ balance sheets/ books of accounts of the Borrower along with no-lien accounts of Borrower maintained with other lender;
    - inspect borrowers' assets charged to the Lender as security;
    - Periodic visits to the assisted units; and
    - Periodic stock audit, in case of working capital finance.
CONDITIONS PRECEDENT FOR DISBURSEMENT
1. The following shall be conditions precedent for any disbursal of the Loan or any tranche thereof:
  - Clear, Marketable, Unencumbered title of all the properties given as security for Facility.
  - All authorizations/ authority letter from the Borrowing entity to be in place.
  - Prior to the first disbursement, the security as detailed out in Clause 8 should have been created.
  - No Event of Default or Cross Default or Material Adverse Effect shall have occurred.
2. At the time of request for a disbursement of the Loan or tranche thereof, the Borrower shall produce such evidence of the proposed utilization of the proceeds of the disbursement of the Loan or any tranche thereof as is satisfactory to the Lender as and when required by the Lender to evidence that the Loan will be utilized only for the Purpose.
3. No extraordinary or other circumstances shall have occurred which shall make it improbable for the Borrower to fulfill his / its obligations under this Agreement.
4. The Borrower shall have executed and delivered all the Transaction Documents.
INTEREST AND CHARGES
1. The Borrower shall be charged interest on the Loan from the date of disbursal of the Loan at the rate specified in
2. The Borrower undertakes to repay the monthly obligation under this Agreement on the Due Date as mentioned in the relevant Schedule of Terms.
3. The Lender shall be entitled to revise the rate of Interest at any time and from time to time as per its policy and the interest rate is subject to periodic revisions due to changes in the Floating Reference Rate or other relevant factors, such as market conditions, cost of operation, cost of funds, margin and risk premium etc. Borrower/s will be notified by letter, email or any other source as may be determined by the Lender. The revised interest rate shall become applicable from the date specified by the Lender in the communication sent by the Lender. The Lender reserves the right to determine the effective date of any revised interest rate, and such revision shall be binding on the Borrower from the effective date communicated The Borrower shall be provided with advance notice of 7 days prior to the implementation of any revision in the interest rate. The notice will be sent in writing to the Borrower, and the Borrower agrees to be bound by the revised interest rate upon receipt of such notice Any changes in the rate shall be at the sole discretion of the Lender, subject to the terms of this Agreement. The Lender’s decision regarding the revision of the interest rate shall be final and binding, and the Borrower agrees to abide by the revised interest rate once it becomes effective.
4. Type of Interest: The interest rate shall be either floating or fixed and adjustable based on the IIFL PLR/reference rate, with a spread added or subtracted as mentioned in Schedule I
5. Penal Charges
  - Late Payment Penalty In case of a late payment, a monthly penalty of 2% on the overdue amount will be applied.
  - Acknowledgement by the Borrower
    - The Borrower acknowledges that the sums, including but not limited to Interest and Penal Charges stated herein are reasonable and that they represent genuine pre-estimates of the loss likely to be incurred by the Lender in the event of non-payment by the Borrower.
    - The Borrower acknowledges that the Loan provided under this Agreement is specifically for the Purpose and waives any defense available under usury or other laws relating to the charging of interest.
    - In case any part of the Loan is utilized for the purpose other than the Purpose provide under this Agreement, without prejudice to Lender other rights under this Agreement, including to declare it an Event of Default, the Lender shall have unconditional right to cancel, terminate, withdraw or recall the Loan forthwith.
DETAILS OF DISBURSEMENT
1. The Lender shall disburse the Loan in one lumpsum or in suitable installments / tranches as mutually decided between the Borrower and the Lender.
2. In case of disbursal of Loan in tranches or stages the final disbursement stages/tranche will be made within 180 days from the date of the first disbursement. * If the disbursements are made in stages or tranches, the EMI shall commence only after the final tranche is disbursed.
3. Disbursement shall be deemed to have been made to the Borrower on the date of the disbursement by way of cheque or pay order as the case may be or on the date of setting up of the Loan account.
4. Interest on the Loan will begin to accrue in favour of the Lender as and from the date of disbursement of the Loan.
5. The right of the Borrower to make withdrawals under this Agreement shall cease on the expiry of the validity period of the Loan specified in Schedule I. The Lender may by notice to the Borrower suspend or cancel further disbursements of the Loan, if the Loan shall not have been fully drawn within the validity period as specified in Schedule I (as applicable) or such other period as may be decided by the Lender.
6. If any monies are remaining due and payable by the Borrower to the Lender, whether under this Agreement, or any other Transactions Documents or otherwise, the Lender may, in its sole discretion, reduce the availability of the amounts of the Loan and/or adjust such monies against the Loan and all such adjustments shall be treated as disbursements to / repayment by the Borrower.
7. The decision of the Lender as regards any matter pertaining to disbursement shall be final, conclusive and binding on the Borrower.
REPAYMENT
1. The Borrower shall pay in full the EMI and all other Outstanding Obligations without any demur, protest or default and without claiming any set-off or counterclaim on the respective Due Dates. Notice, reminder or intimation shall be given to the Borrower regarding his obligation and responsibility to ensure prompt and regular payment of the Outstanding Obligations on the respective Due Dates.
2. The repayment of the Outstanding Obligations by the Borrower to the Lender under the Transaction Documents shall be payable by any of the following modes: Electronic Clearing System as notified by RBI; Standing Instructions details whereof are mentioned in Schedule I for a direct debit from the Borrower's account with the Lender.
3. The Lender shall have the right to review and reschedule the repayment terms of the Outstanding Obligations at any time in such manner and to such extent as the Lender may in its sole discretion decide. In such an event, the Borrower shall repay the Outstanding Obligations as per the revised schedule as communicated to the Borrower by the Lender in writing.
4. The Borrower shall promptly replace the mandates, agreements and/or other documents and issue fresh mandates, agreements and/or other documents in lieu thereof to the satisfaction of the Lender in the event of any variation in the Due Date(s) or amount of EMIs or if the Lender is facing any difficulty/ inconvenience / impediment for any reason whatsoever in presenting such issuing debit instructions or if required at any time by the Lender at its sole discretion.
5. Irrespective of the mode of payment / repayment selected by the Borrower in the Application Form, the Lender shall, as it may deem appropriate and necessary, be entitled to require the payment and/or collection of the EMI and all other amounts comprising the Outstanding Obligations, by means of E-NACH, NACH or any other electronic mode of payment by itself or through such other person permitted for the same.
6. The Lender may, in its sole discretion, require the Borrower to adopt or switch to any alternate mode of payment and the Borrower shall comply with such request, without demur or delay.
PRE-PAYMENT/FORECLOSURE OF THE LOAN
1. The Lender may, in its sole discretion and on such terms as pre-payment fees, etc., as it may prescribe, permit pre-payment / acceleration of EMIs. If permitted by the Lender, the Borrower shall give prior written notice of his intention to pre-pay the full amount of the Loan and pay to the Lender such pre-payment charges mentioned in Schedule I, as applicable and subject to change by the Lender from time to time.
2. The Borrower agrees that no pre-payment shall be made during such period as specified in Schedule I. In the event the Lender permits any pre-payment, the repayment schedule shall be altered by the Lender at the request of the Borrower and the Borrower agrees to adhere to the altered re-payment schedule.
SECURITY
1. The Borrower agrees with, and undertakes that the Lender, shall have a first and exclusive charge over the Property as defined as Security in the Sanction Letter and that the Borrower shall not create any other encumbrance, charge or security charges in the Property in favour of any other Person or body, except with the prior written consent of the Lender.
2. In the event any of the Securities are found to be insufficient / incorrect in value, the Borrower shall be directed to furnish additional security as may be required by the Lender.
3. The Securities furnished by the Borrower to the Lender in connection with the Loan shall be duly perfected and shall remain as continuing securities to the Lender and the same shall be binding upon the Borrower.
  1. The Borrower shall, if so required by the Lender, deliver NACH mandates to the Lender for the due repayment of the Loan and interest thereon. Such NACH mandates shall be deemed to have been given for adequate consideration received by the Borrower and shall not absolve the Borrower from its liability to pay the said sums hereunder until the NACH mandate is duly realised. The Borrower shall maintain adequate balance for realisation of the NACH mandate on their due dates for payment. It is expressly agreed and understood that the Borrower shall at no time close the bank accounts/change the bank accounts from which the said NACH mandates have been issued or issue any communication to the Lender for stopping or postponing the presentment of the said NACH mandates and the Lender is not bound to take notice of any such communication and which, if issued, will be regarded as a dishonour of the NACH mandates drawn. The Borrower agrees that if any amounts are outstanding for payment by the Borrower (not being the Loan or interest thereon) including on account of the amounts disbursed under other loan or indebtedness of the Borrower, the Lender shall be entitled to encash the NACH mandates deposited with it for the satisfaction of such outstanding amounts notwithstanding that the NACH mandates have been deposited for repayment of a Loan and interest thereon and the Borrower shall continue to be indebted to the Lender for the Loan or interest, as the case may be.
  2. If the Borrower(s) providing the Security is a company, such Borrower(s) shall provide evidence satisfactory to the Lender that the filing of Charge with the Registrar of Companies in terms of Section 77 of the Companies Act 2013 & Companies Rules 2014 by way of filing Form CHG-1 or such other Form as may be prescribed in relation to Security created has been duly filed with the relevant Registrar of Companies. Without being obliged to do so, wherever it is felt necessary, the Borrower/Borrower(s) hereby expressly provides consent to the Lender to exercise its right to initiate the perfection of Security, as per the terms of Section 78 of the Companies Act, 2013, at the cost and expense of the Borrower(s), which shall form part of the borrowing, recoverable from the Borrower(s) together with interest thereon.
GUARANTEE
1. 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.
2. In consideration of the Lender agreeing to grant the Loan, in accordance with this Agreement, the Guarantor hereby irrevocably and unconditionally guarantees to pay to the Lender on demand and without any demur or protest all monies and discharge, all obligations and liabilities whether actual or contingent now or any time hereafter due, owing and incurred to the Lender by the Borrower together with interest to date of payment at such rates and upon such terms and all fees, cost, charges and expenses as specified under the terms of the Schedule I.
3. The Parties state and agree that the liability of a guarantor under a Facility (as applicable) shall be coextensive with that of the Borrower being principal debtor unless it is otherwise provided hereunder. Accordingly, in case of any payment default by the Borrower, the Lender shall be able to proceed against the Guarantor even without exhausting the remedies against the Borrower.
4. Where the Lender claims on the Guarantor on account of the default made by the Borrower, the liability of the Guarantor is immediate. In case the Guarantor refuses to comply with the demand made by the Lender, such Guarantor shall also be considered for classification as a willful defaulter as per applicable laws.
5. Further, in cases where guarantees furnished by the Guarantor within the group on behalf of the willfully defaulting units are not honored when invoked by the Lender, such group companies shall also be considered for classification as wilful defaulter as per applicable laws.
COVENANTS REPRESENTATION AND WARRANTIES
1. The Borrower represents, warrants and undertakes to the Lender as under:
  1. The Borrower has the competence and power to execute the Transaction Documents and has taken the necessary approvals in relation to the execution of the Transaction Documents, which approvals will remain valid and subsisting during the tenure of the Loan.
  2. 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.
  3. The Borrower confirms that there are no proceedings (in any form) or investigation pending or threatened by or against the Borrower which might have a Material Adverse Effect.
  4. The Securities are not included in or affected by any of the schemes of Central / State Government or of the improvement trust or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central / State Government or of any Corporation, Municipal Committee, Gram Panchayat etc.
  5. The Borrower has paid and will pay when due, all public demands such as taxes, taxes and all the other 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.
  6. To the extent applicable, the availing of the Loan and exercise of rights and performance of obligations under this agreement or any other security / transactions documents shall constitute, private and commercial acts done and performed for private and commercial purposes.
  7. 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 / transaction documents.
  8. The Borrower and/or none of its directors, partners, members, as the case may have not been declared a willful defaulter/s
2. 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 have been paid in full, as if made with reference to the facts and circumstances existing on such day.
INSURANCE
1. The Borrower shall, until the full repayment of the Outstanding Obligations, fully insure, and keep the Property and all other properties over which the Securities are created in favour of the Lender so insured 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 wherever called upon to do so.
2. The Borrower shall, until the full repayment of the Outstanding Obligations, ensure that the above-mentioned insurance policy/ies are valid, subsisting and operative and shall make timely payments of the premium. The Lender reserves the right to pay the premium on behalf of the Borrower and reimburse the same from the Borrower.
3. The Lender shall 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.

EVENT OF DEFAULT

Each of the following events shall be considered as an “Event of Default”: -
1. If any default shall have occurred in the payment of any amounts due and payable under this Agreement or the Transaction Documents in pursuance to the Loan;
2. If any breach of any terms and conditions of this Agreement or any of the Transaction Documents occurs;
3. If any information given by the Borrower to the Lender while availing the Loan or charges as and when they become payable in this Agreement or any of the Transaction Documents is found to be misleading or incorrect;
4. If any of the Securities depreciates 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;
5. 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;
6. In case the Borrower is a company, if a winding-up petition has been filed against the Borrower and the same is not vacated, stayed or abated within 15 (Fifteen) days from the date of first hearing or admittance, whichever is early or if any proceeding or litigation is commenced or threatened against the Borrower and such proceedings not been stayed or disposed-off within 15 (Fifteen) days from commencement or if any authority has taken any action whereby the Borrower is deprived of substantial part of its assets, and the same is not vacated, stayed or abated within 15 (Fifteen) days from the date of initiation of such action;
if the Borrower/Security Provider has made any material misrepresentation of facts, including (without limitation) in relation to the Security;
if the Borrower/Security Provider has voluntarily or compulsorily become the subject of proceedings under any bankruptcy or insolvency law or being a company, goes into liquidation or has a receiver appointed in respect of its assets;
In case the Borrower is a partnership or a limited liability partnership, if the Borrower is dissolved or a notice of dissolution is given to it or any of its partners or if the Borrower or any of its partners commits an act of insolvency or makes an application for being declared insolvent or an order is passed declaring it or them or any of them an insolvent;

In case the Borrower is an individual, if the Borrower/Security Provider being a partnership firm, has any steps taken by the Borrower/Security Provider and/or its partners for dissolution of the partnership;

on the death/lunacy or other disability of the Borrower/Security Provider;
if there is reasonable apprehension that the Borrower/Security Provider is unable to pay its debts or the Borrower/Security Provider has admitted in writing its inability to pay its debts, as they become payable;
if the Borrower/Security Provider suffers any adverse material change in his/her/its financial position or defaults in any other agreement with the Lender;
if there is any commencement of a legal process becomes insolvent or any insolvency proceedings are instituted against the Borrower/Security Provider under any criminal law in force;
if the Borrower and/or the Security Provider have taken or suffered to be taken any action for its reorganization, liquidation or dissolution;
if a receiver, administrator or liquidator has been appointed or allowed to be appointed of all or any part of the undertaking of the Borrower/ Security Provider;
if the Borrower(s) is in breach of any term or condition of this Agreement (including in respect of payment of the Loan Balance) or any agreements in relation to the Security or the Loan Documents;
if any covenant or warranty of the Borrower(s) is incorrect or untrue in any material respect;
if the Borrower/Security Provider creates any encumbrance over the Security, or otherwise takes any action towards creation of such encumbrance over the Security;
if the title of the Borrower/Security Provider to the Security, whichever is in jeopardy or if there is an attachment or lien against the Security; if the Borrower/Security Provider acts/or desists from acting in any manner which will jeopardise the Security or the powers vested in the Lender under the power(s) of attorney from being exercised solely by the Lender (acting through its authorised representatives);earlier.
there exists any other circumstance, which in the sole opinion of the Lender is prejudicial to the interest of the Lender;
if an Event of Default has occurred under any other agreement entered into by the Borrower(s) or any associate/affiliate of the Borrower(s) or a person or entity related to the Borrower(s);
An event or circumstance occurs in relation to which the Lender determines that a Material Adverse Change, has occurred or might occur;
The filing of any application with the National Company Law Tribunal to initiate corporate insolvency resolution process in respect of any Borrower(s) or admission thereof.

SMA / NPA Classification: The classification of borrower accounts as SMA/NPA shall be done at the day-end process for the relevant date. The date of SMA/NPA shall reflect the asset classification status of an account at the day-end of that calendar date.

SMA / NPA Categories	Classification basis – Principal or interest payment or any other amount wholly or partly overdue
SMA-0	Up to 30 days
SMA-1	More than 30 days and up to 60 days
SMA-2	More than 60 days and up to 90 days
NPA	More than 90 days

Example: If the due date of a loan account is 31st March, and full dues are not received before this date, the date of overdue shall be 31st March, it shall get tagged as SMA-0 on March 31. If it continues to remain overdue, then this account shall get tagged as SMA-1 on 30th April, i.e., upon completion of 30 days of being continuously overdue. Accordingly, the date of SMA-1 classification for that account shall be 30th April. Similarly, if the account continues to remain overdue, it shall get tagged as SMA-2 on 30th May, and if continues to remain overdue further, it shall get classified as NPA on 29th June.

CONSEQUENCES OF EVENT OF DEFAULT:
1. On or at any time after the occurrence of an Event of Default, the Lender may at its sole discretion, initiate any one or more of the following actions:
  1. cancel the Loan whereupon the outstanding Loan shall immediately stand cancelled;
  2. declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Loan Documents be immediately due and payable;
  3. direct the enforcement of the Security, including invoking the pledge over the Securities;
  4. invoke the Guarantee and generally exercise all rights available to the Lender under the Loan Documents and under applicable law; and
  5. exercise all or any other right it has, in relation to the Security under applicable law and the Loan Documents.
2. Notice of Event of Default:
  The Lender may in its sole and absolute discretion, on occurrence of any Event of Default or any event which after the notice or lapse of time or both would constitute an Event of Default, give notice to the Borrower(s) in writing specifying the nature of such Event of Default or of such event and where the Event of Default is capable of being cured or remedied, specify a time period within which such Event of Default or event is to be cured to the satisfaction of the Lender, failing which the Lender shall be entitled to pursue all or any of the actions as contemplated hereunder. Notwithstanding the actions undertaken by the Lender pursuant to clause, all the provisions of these Loan Terms and Conditions shall continue in full force and effect as herein specifically provided till the Final Settlement Date.
TERMINATION/SUSPENSION OF LOAN:
The Lender may in its sole discretion and without assigning any reason whatsoever, at any time, terminate this Agreement. On the termination of this Agreement the Lender shall be entitled to recall the entire Loan Balances including the balances under each Loan/ Facilities, after issuing a 3 (three) days’ notice. It is hereby expressly clarified that notwithstanding the termination of this Agreement or the recall of the Loan or any Loan/Facilities granted to the Borrower prior to the receipt of the notice of termination shall continue and the obligations in relation thereof pursuant to this Agreement and/or the Loan Documents shall be duly performed. Notwithstanding anything contained in this Agreement, if any Event of Default as defined in Article V has occurred or is continuing, and the Borrower has not withdrawn the whole of the Loan or Loan, the Lender shall have the right to suspend or terminate further disbursements.
ENFORCEMENT OF THE SECURITY/GUARANTEE:
1. The Lender shall have the power to transfer/sell the Security without any further notice or recourse to the Borrower or the Security Provider. The Borrower hereby agrees and undertakes not to raise any dispute as to the value at which the Security is transferred/sold by the Lender and shall ensure that neither Borrower/the Security Provider raises a dispute and the decision made by the Lender shall be final and binding on the Borrower/Security Provider. The Lender shall not be liable for any loss arising due to the sale or transfer of the Security under this Article.
2. The Lender shall at any time, without any consent of or notice to the Borrower(s) be entitled to securitize, sell, assign, discount, or transfer all or any part of 'Lender 's rights and obligations under the Loan, this document or any other document, to any person(s) and in such manner and on such terms as Lender may decide. Borrower(s) shall not be entitled to directly or indirectly assign or in any manner transfer, whether in whole or part, any rights, the benefit or obligation under the Loan, this/any other document.
3. Lender shall be entitled at its discretion to engage/ avail of, services of any person/third party service provider/agent/agency, for anything required to be done for/ in relation to/ pursuant to the Loan, including collections, recovery of dues, enforcement of security, getting or verifying any information of the Borrower(s)/ assets, and any necessary or incidental lawful acts/ deeds/ matters and things connected thereto, as Lender may deem fit. The Details of such person/third party service provider/agent/agency is specified in the Schedule I hereto/ Application.
4. any cancellation or termination pursuant to the provisions of this Article, all the provisions of this Agreement shall continue in full force and effect as herein specifically provided mutatis mutandis till such time as the Loan Balance is repaid by the Borrower.
5. On occurrence of an Event of Default the Lender may, at its discretion and without prejudice to the other rights of the Lender under this Agreement, invoke the guarantee and/or invoke the pledge at the cost of the Borrower, in accordance with the terms of this Agreement.
REMEDIES OF THE LENDER:
1. If any Event of Defaults occurs, then, the Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts which may be payable by the Borrower under or in terms of the Transaction Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, as well as all other charges and dues to be due and upon such declaration the same shall become due and payable forthwith and the Securities and the securities in relation to any other loan shall become enforceable, notwithstanding anything to the contrary in the Transaction Documents or any other agreement/s or documents.
2. On the happening of any Event of Default, such defaulted amount shall carry Penal Charges, computed from the respective Due Dates and shall be compounded on monthly basis.
3. If any Event of Default or any event, which, after the notice or lapse of time or both, would constitute an Event of Default shall have happened, the Borrower shall forthwith give to the Lender notice thereof in writing specifying such Event of Default, or such event.
4. All reasonable costs incurred by Lender after an Event of Default has occurred in connection with:
  1. Preservation of the properties (whether now or hereafter existing); or
  2. Collection of amounts due under the Transaction Documents.
  3. may be charged to the Borrower and reimbursed, as the Lender shall specify.
5. The Lender may issue any certificate as regards payment of any amounts paid by the Borrower to the Lender in terms of the Transaction Documents only if the Borrower has paid all Outstanding Obligations and other amounts due under the Transaction Documents to the Lender and the Borrower has complied with all the terms of the Transaction Documents.
6. The Borrower agrees that any security provided by the Borrower to the Lender under any other credit facility shall be available to the Lender under this Agreement upon the occurrence of an Event of Default under this Agreement and vice versa.
7. On the occurrence of an Event of Default, the Lender shall be entitled to communicate, in any manner it may deem fit, to or with any Person or Persons with a view to receiving assistance of such Person or Persons in recovering the defaulted amounts including but not limited to visiting the office of the Borrower and/or any place of work of the Borrower.
EFFECTIVE DATE OF TERMS AND CONDITIONS
This Agreement shall become binding on the Borrower and the Lender on and from the Effective Date of execution hereof. It shall be in full force till the Outstanding Obligations and other amounts due under any other agreements, documents which may be subsisting / executed between the Borrower and the Lender have been fully paid to the satisfaction of the Lender.
ASSIGNMENT
The Lender reserves the right to assign / sell / securitize the Loan with or without security, if any, in any manner by transferring and/or assigning or otherwise (at the cost of the Borrower) all its right, title and interest which the Lender deems appropriate and the Borrower hereby expressly agrees that in that event, the Lender is not required to obtain any permission or put the Borrower to any notice and the Borrower will recognize the new lender as the new / additional creditor.
INDEMNIFICATION
The Borrower undertakes to indemnify and keep the Lender and its officers / employees fully indemnified and harmless from and against all forms of losses caused to the Lender, including but not limited to all costs, expenses, taxes and other costs incurred by the Lender in relation to this Loan, as a result of action / inaction of the Borrower, including as a result of third part claims or claims from regulators or investment authorities. The Borrower undertakes to, immediately upon the occurrence of the loss caused to the Lender, pay to the Lender any amount on this account without any demur, reservation, contest, protest whatsoever.
APPROPRIATION OF PAYMENTS Unless otherwise agreed to by the Lender, any payment due and payable under this Agreement and made by the Borrower will be appropriated towards such dues in the order, namely:
1. Overdue Principal and Interest.
2. Principal and Interest.
3. Additional Charges.
4. Prepayment/Foreclosure charge and fees.
5. Administrative charges and other costs, charges, expenses, incidental charges and other moneys that may have been expended by Lender in connection with the recovery.
SERVICE OF NOTICE
1. Any notice, demand or other communication under this Agreement and other documents in pursuance thereof shall be deemed to have been delivered (i) if delivered in person or by courier, when proof of delivery is obtained by the delivering party; (ii) if sent by post within the same country, on the tenth day following posting and if sent by post to another country, on the twentieth day following posting; (iii) if given or made by fax, upon dispatch and the receipt of a transmission report confirming dispatch above; (iv) if given or made by email, upon dispatch from the sender and after it has been delivered to the recipient(s); and (iv) if sent by registered post, within 4 (Four) days of dispatch. Pursuant to the dispatch of the notice as above, the party sending the notice shall also email the contents of the entire notice to the receiving party at the addresses mentioned in Schedule I.
2. Each notice, demand or other communication given or made under this Agreement shall be in writing and delivered or sent to the relevant party at its address or fax number set out in Schedule I.
CALCULATIONS AND COMPUTATIONS
1. In any legal action or proceedings arising out of or in connection with this Agreement and Loan Documents, the entries made in the accounts maintained by the Lender shall be conclusive evidence of the existence and amount of obligations of the Borrower as therein recorded save for manifest error.
2. Any certification or determination by the Lender of a rate or amount under this Agreement and Loan Documents is, save for manifest error, conclusive evidence of the matters to which it relates.
3. All calculations and computations determining compliance with this Agreement shall utilise accounting principles, policies and practices in conformity with those used to prepare the financial statements, delivered to the Lender pursuant to this Agreement.
TAXES
All payments to be made by the Borrower(s) to the Lender under this Agreement and Loan Documents shall be made free and clear of and without deduction for or on account of taxes unless the Borrower(s) is required to make such a payment subject to the deduction or withholding of taxes, in which case the sum payable by the Borrower(s) in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Lender receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made, except if the deduction or withholding was made in respect of any taxes calculated with reference to the income of the Lender in accordance with applicable law, provided that the Borrower(s) delivers to the Lender tax withholding or tax deduction certificates within 30 days in respect of such withholding or deduction evidencing that the amounts deducted and/or withheld have been paid and/or deposited with the relevant governmental authority.
SANCTION LETTER AND KEY FACT STATEMENT (KFS)
The terms of the Sanction Letter and KFS shall form part of this Agreement and shall be in addition to and be read in conjunction with the terms of this Agreement. If there are any inconsistencies between the terms of the Sanction Letter, KFS and this Agreement then, the terms of the Sanction Letter shall prevail.
CHANGE/UPDATE OF ADDRESS OF THE BORROWER(S)
In accordance with the Reserve Bank of India (RBI) guidelines, the borrower(s) must promptly notify the Lender in writing within a period of 30 days of any change in their address. Failure to provide updated address details within the period of 30 days may lead to issues in communication, and the borrower(s) may be held responsible for any repercussions arising from such delays.

The Lender is required to update its records accordingly and will use the most recent address for all future correspondence, including notices, loan statements, or other communications, as per the RBI’s regulations on accurate record-keeping and borrower communication.

The Borrower(s) understands and agrees that in case the Borrower(s) identity information relating to the Aadhaar number or PAN does not have the current address, an officially valid document (“OVD”) will be submitted by the Borrower(s) containing its current address. In case the OVD furnished by the Borrower(s) does not contain the updated address, the following documents shall be submitted by the Borrower(s) and the same shall be deemed to be OVDs for the limited purpose of proof of address:
1. utility bill which is not more than two months old of any service provider (electricity, telephone, postpaid mobile phone, piped gas, water bill);
2. property or municipal tax receipt;
3. pension or family pension payment order(PPOs) issued to retired employees by government departments or public sector undertakings, if they contain the address;
4. letter of allotment of accommodation from employer issued by state government or central government departments, statutory or regulatory bodies, public sector undertakings, scheduled commercial banks, financial institutions & listed companies and leave & licence agreements with such employers allotting official accommodation. Additionally, the Borrower(s) confirms that it should submit Aadhaar or OVD updated with current address within a period of 3 (three) months of submitting the above documents.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with Indian law.
1. Arbitration
  1. Any dispute or difference or claims that arises between the Parties or any of them concerning the Transaction Documents or any condition herein contained or as to the rights, duties or liabilities of Parties hereto or any of them either during the continuance of the Transaction Documents or after termination or purported termination hereof shall be referred to arbitrators ( “Arbitration Panel”).
  2. It is agreed between the Parties, hereto that nothing contained in Section 17 of Arbitration & Conciliation Act, 1996, shall in any way, affect the right of any of or preclude the Parties to / from seek / seeking such interim relief /s in any Court of competent jurisdiction, including interim relief under Section 9 of the Arbitration & Conciliation Act, 1996, and the rules framed thereunder.
  3. The award of the Arbitration Panel shall be a written award and shall be final, conclusive & binding on all the Parties whether on question of law or of fact;
  4. The venue of the arbitration shall be in Mumbai, Maharashtra.
  5. Notwithstanding anything contained hereinabove, in the event of change in the status of the Lender or in the event of the law being made or amended so as to bring the Lender under the DRT Act, or any other special legislation to enable the Lender to proceed to recover dues from the Borrower under the DRT Act, the arbitration provisions hereinbefore contained shall at the option of the Lender cease to have any effect and if arbitration proceedings are commenced but no Award is made, then at the option of the Lender, such proceedings shall stand terminated and the mandate of the arbitrator shall come to an end, from the date of the making of the law or the date when amendment becomes effective or the date when the Lender exercises the option of terminating the mandate of arbitrator the case may be.
2. Jurisdiction
  This Agreement shall be governed by and construed in all respects with the Indian laws and the parties hereto agree that any matter or issue arising hereunder, or any dispute hereunder shall, be subject to the exclusive jurisdiction of the courts at National Capital Region (NCR) or such other jurisdiction that the Lender may in its/their sole discretion decide.
MISCELLANEOUS
1. Grant/Transfer
  The Lender may without any consent of or further reference to the Borrower(s) assign, transfer, novate, sell or securities, all or any of its rights, benefits and/or obligations under this Agreement, the Schedule(s) of Terms attached hereto and the Loan Documents and Security Documents, including the right to receive the Loan Balance and/or any amounts received/receivable by the Lender in respect of/in relation to the Securities to any other persons, bank, financial institutions, companies, firms and/or lenders with or without security and/or obtain risk participation or financial participation in the Loan from any other persons, companies, firms, lenders or financial institutions and in particular may grant/transfer such rights by way of a sale or as a charge or as a security and any person to whom such rights are granted/transferred shall be entitled to the full benefit of such rights and the same shall be binding on the Borrower(s). The Borrower/Borrower(s) shall not assign, transfer its obligations under the Agreement. Upon any such assignment or transfer of and/or risk or financial participation, all the terms, conditions, representations, warranties and covenants contained herein on the part of the Borrower(s) shall be valid, binding and in full force and effect in favour of the other persons, companies, firms, lenders and/or financial institutions which may be the transferees, or which may be participating in the Loan. Save as aforesaid, this Agreement shall be binding upon and shall inure for the benefit of the Lender and its successors in title and assigns In the Event of Default under this Agreement, the Lender or its nominees shall be entitled to invoke the pledge created over the Securities and be entitled to register as the beneficial owner of the dematerialized Securities or such part thereof as the Lender deems fit and the Borrower(s) irrevocably agrees and undertakes not to dispute the same. If so permitted by the rules, bye-laws and regulations of the concerned depository, the Lender may upon an invocation of the pledge created over the Securities, sell, realise and/or dispose of the dematerialized Securities or any of them without having the same first transferred to or registered in the name of the Lender.
2. Cross Collateral
  The Borrower agrees that the collateral provided under this Loan Agreement, along with any other assets pledged to the Lender under any other loan agreements, shall serve as security not only for this Loan but also for any other present or future loans or financial obligations owed by the Borrower to the Lender, whether secured or unsecured (the "Additional Loans"), in accordance with the terms and conditions of those loans.. In the event of default, the Lender may, at its discretion, enforce any or all the collateral to recover the outstanding amounts under this and any other loan agreements.
3. Waiver
  No delay in exercising or omission to exercise, any right, power or remedy accruing to the Lender upon any default under this Agreement, mortgage deed or any other agreement or document, shall impair any right, power or remedy or shall be construed as a waiver thereof or any acquiescence in such default affect or impair any right, power or remedy of the Lender in respect of any other default.
4. Recovery Mechanism
  The Lender /service provider authorized by the Lender, as maybe applicable, shall undertake the below mentioned steps towards the recovery of the Loan. The Lender shall disclose the details of the relevant service provider to the Borrower(s):
  1. The Borrower(s) may be reminded regarding the due date and payment of the due amount either through a telecall or SMS or by a visit by an authorized officer of the Lender or the service provider, as the case maybe. In case of a telecall the same shall be made to the Borrower(s) between 8 am to 7 pm;
  2. In the event of default,
    1. the Lender shall have the right to initiate foreclosure proceedings on the mortgaged property.
    2. The Lender may proceed with the sale of the mortgaged property or other collateral provided under the loan agreement.
    3. the Lender reserves the right to initiate legal proceedings against the Borrower for the recovery of the loan amount, including filing a suit for recovery in a court of competent jurisdiction.
    4. the Lender reserves the right to exercise its rights under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act)
  3. The Borrower acknowledges and agrees that the Lender’s decision regarding the enforcement of the recovery mechanisms, including the sale of the collateral and the initiation of legal action, shall be final and binding.
5. Disclosure of Information
  The Borrower(s) hereby irrevocably agrees to and consents with the Lender disclosing at any time and sharing with or in any manner making available to any agencies, bureaus, companies, firms, associations, corporate or unincorporated bodies and other persons including any outside agencies and credit bureaus (whether for its own use or for onward communication or disclosure by them to others) any information whatsoever concerning the Borrower(s) including the Borrower(s)’s account/s, the Borrower(s)’s financial relationship and history with the Lender, the manner of operation of the Borrower(s)’s account(s), the debit or credit balance in any and all account/s of the Borrower(s), any defaults by the Borrower(s), any security created by the Borrower(s) in favour of the Lender for this or any other financial relationship or Loan granted or to be granted to the Borrower(s) and/or the identities, ages, addresses, telephone and fax numbers and other information of or relating to the Borrower(s)’s directors, shareholders, members, partners, designated partners, and proprietors (hereinafter collectively referred to as “the Information”). The Borrower(s) shall not hold the Lender responsible for sharing and/or disclosing the Information now or in the future and also for any consequences suffered by the Borrower(s) and/or others by reason thereof. The provisions of this clause shall survive even after the term/termination of this Agreement and the repayment of the Borrower(s)’s dues by the Borrower(s). All the information shared by the Borrower(s) with the Lender will be retained and thereafter destroyed as per the privacy policy formulated by the Lender in accordance with Applicable Laws. The Lender shall, without notice to or without any consent of the Borrower(s), be absolutely entitled and have full right, power and authority to make disclosure of any information (except personal information of the Borrower(s)) including, details in relation to documents, Loan, defaults, security, obligations of Borrower(s), to the Credit Information Company (CIC) and/or any other governmental/regulatory/ statutory or private agency/entity, credit bureau, RBI, branches/ subsidiaries/ afiliates of the Lender,, rating agencies, service providers, , or any third parties, any assigns or potential assignees or transferees, who may need the information and may process the information, publish in such manner and through such medium as may be deemed necessary by the Lender, including publishing the name as part of wilful 'defaulter's list from time to time, as also use for KYC information verification, credit risk analysis, or for other related purposes. Any disclosure of personal information, other than as may be laid in this Loan Terms and Conditions, of the Borrower(s) shall be with the prior consent of the Borrower(s). In this connection, the Borrower(s) waives the privilege of privacy and privity of contract. the Lender shall have the right, without notice to or without any consent of the Borrower(s), to approach, make enquiries, obtain information, from any person including other companies/ finance entities/ credit bureaus, Borrower(s)’s employer/family members, any other person related to the Borrower(s), to obtain any information for assessing track record, credit risk, or for establishing contact with the Borrower(s) or for the purpose of recovery of dues from the Borrower(s). Further Borrower(s) shall also be interested in receiving any other information about various products of Lender through calls/ mails/ letters or any other communication mode and Borrower(s) shall waive its privilege under the guidelines of TRAI or any other such similar statutory authority.
  
  The Borrower(s) 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 thereunder from time to time, in respect of the Credit/Financial facilities 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 banks from time to time and hereby specifically agree to promptly authenticate the financial information submitted by Lender as and when requested by the concerned IU.
  
  It shall be the sole responsibility of the Borrower(s) to provide Lender with the correct GST registration number at the time of on-boarding. Further, Lender will not be responsible for the verification of GSTIN and loss of credit arising on account of furnishing incorrect GST registration number to Lender. In case the Borrower(s) fails to furnish a GST registration number, the Party will be treated as "Unregistered".
6. Continuing Agreement
  This Agreement, the security created hereunder and other deeds, documents executed by the Borrower/Security Provider and all other security to which the Lender may be entitled shall be continuing security to the Lender for the due payment of the amounts secured as stated and shall be enforceable for all monies which now are or may at any time hereafter become due and owing by the Borrower to the Lender and whether or not from time to time there may be nothing owing or the account may be in credit, the intention being that such security shall be applicable to the ultimate balance that may become due to the Lender by the Borrower.
  
  The Borrower(s) agrees that the powers of attorney, transfer deeds and other documents and writings executed and/or to be executed by the Borrower/Security Provider shall be irrevocable and shall not be revoked by the death/dissolution/winding up of the Borrower or such Security Provider and the Lender may, notwithstanding the death/dissolution/winding up of the Borrower/Security Provider, sell the security created by the Borrower/Security Provider in favour of the Lender and/or cause the security to be transferred and/or otherwise act pursuant to the said power of attorney, guarantees, transfer deeds and the other documents and writings executed by the Borrower/Security Provider.
  
  This Agreement shall not be affected by the Borrower(s)’ death, dissolution and/or winding-up during the continuance of this Agreement, and its/his/ her/their estate, effects, heirs, executors, administrators and legal representatives will continue to be liable for full payment of all the moneys payable and/or due hereunder.
7. Indemnity
  Each of the Borrower(s) irrevocably and unconditionally agrees as a primary Borrower(s) to indemnify and keep indemnified the Lender from time to time on demand by the Lender of, from, and against all and any losses incurred by the Lender as a result of any defect in the title of Securities/duplicate/ stolen/forged or invalid Securities.
  
  Each of the Borrower(s) irrevocably and unconditionally agrees as a primary Borrower(s) to indemnify and keep indemnified the Lender from time to time on demand by the Lender of and against all and any loss incurred by the Lender as a result of any of the obligations of the Borrower(s)(s) under or pursuant to this Agreement or any other Loan Document being or becoming void, voidable, unenforceable or ineffective as against the Borrower(s)(s), for any reason whatsoever, whether or not known to the Borrower(s) or to the Lender, the amount of such loss being the amount which the person or persons suffering it would otherwise have been entitled to recover from the Borrower(s)(s).
  
  Each Borrower(s) irrevocably and unconditionally, warrants to the Lender, the due and punctual observance and performance of all the terms, conditions and covenants on the part of the Borrower(s) contained in this Agreement and agrees to pay to the Lender, from time to time, on demand any and every sum or sums of money which the Borrower(s) is/are at any time liable to pay to the Lender under or pursuant to this Agreement and which has become due and payable but has not been paid on its due date or as and when demanded, and without prejudice to the generality hereof warrants, repayment and payment of the Loan on the Due Date and payment of interest and all other amounts on their respective due dates or on demand, whichever is earlier, and on the failure of the Borrower(s) to pay the same forthwith on its due date or on demand, whichever is earlier, and without any demur or protest the amount demanded or payable irrespective of the validity, legality or enforceability or otherwise of the obligations of the Borrower(s) hereunder. All indemnity clauses of this Agreement shall survive and will be effective even after termination/expiry of this Agreement.
8. Notices
  Any notice, approvals, instructions, demand and other communications given or made by the Lender shall be deemed to be duly given and served if sent by normal post, courier, registered post, facsimile, electronic mail, personal delivery, sms or by pre-paid registered mail addressed to the Borrower(s) address, phone/ mobile number, fax number or email as given in the Application (or at the address changed on which the Lender’s acknowledgment is duly obtained as hereinafter mentioned) and such notice and service shall be deemed to take effect on the third working day following the date of the posting thereof in case of normal post, courier, registered post, at the time of delivery if given by personal delivery, upon receipt of a transmission report if given by facsimile, upon sending the electronic mail or sms if given by electronic mail or sms. The Borrower(s) undertakes to keep the Lender informed at all means in writing of any change in the mailing address, email id, phone and mobile number(s) as provided in the Application and to obtain the Lender’s written acknowledgment on the information given to the Lender for any such change.
9. General Lien and Set Off
  In respect of all and any of Borrower(s) present and future liabilities to the Lender, parent, subsidiaries, any of their branches (collectively "Relevant Entities") , whether under this document or under any other obligation/loan/facilities/borrowings/document, whether such liabilities are/be crystallised, actual or contingent, primary or collateral or several or jointly with others, whether in same currency or different currencies, whether as principal debt or and/or as guarantor and/or otherwise howsoever (collectively "Liabilities") , each of the Lender and the Relevant Entities shall in addition to any general lien or similar right to which any of them as NBFC may be entitled by law, practice, custom or otherwise, have a specific and special lien on all the Borrower(s) present and future stocks, shares, securities, property, book debts, all moneys in all accounts whether overdraft or other account, held with or in custody, legal or constructive, with the Lender and/or any Relevant Entities, now or in future, whether in same or different capacity of the Borrower(s), and whether severally or jointly with others, whether for any other relationship, safe custody, collection, or otherwise, whether in same currency or different currencies; and Separately, each of the Lender and the Relevant Entities shall have the specific and express right to, without notice to and without consent of the Borrower(s), set-off, transfer, sell, realize, adjust, appropriate all such amounts in all accounts (whether prematurely or upon maturity as per the Lender’s discretion), securities, amounts and property as aforesaid for the purpose of realizing or against any dues in respect of any of the Liabilities whether ear-marked for any particular Liability or flat, combine or consolidate all or any of accounts of the Borrower(s) and set-off any monies, whether of same type or nature or not and whether held in same capacity or not including upon happening of any of the events of default mentioned in any of the documents pertaining to the respective Liabilities or upon any default in payment of any part of any of the Liabilities. The Lender and the Relevant Entities shall be deemed to have and hold and continue to have first charge on any assets including any security that has been/ will be created in respect of the Loan, as security also for any of the other Liabilities and all the rights and powers vested in the Lender in terms of any security or charge created for the Loan shall be available to the Lender and/or the Relevant Entities also in respect of such other Liabilities irrespective of the fact whether the Loan is at any time outstanding, repaid or satisfied or not and even after the Loan has been repaid or prepaid.
10. Guarantee Scheme
  Notwithstanding anything contained to the contrary to the aforesaid provision, in case the Facility or any part thereof is eligible for cover under any ‘guarantee scheme’, the Lender shall have the right to, without notice to the Borrower, share the credit risk of the whole or a part of the Facility with any other person by way of participation. Notwithstanding such participation, the terms of the Transaction Documents shall continue to remain valid, effective and enforceable until the repayment/payment in full, to the satisfaction of the Lender, of the Facility and all monies in respect thereof. The Borrower shall not claim any privity of contract with such person on account of any reason whatsoever.
SEVERABILITY
The Clauses of the Agreement and the sub-clauses contained in each Clause are severable and any illegality, invalidity or irregularity, inconsistency or repugnancy of any Clause or any sub-clause shall not in any way affect the legality, validity or regularity of any other Clause or sub-clause.
GRIEVANCE REDRESSAL
It is the Lender’s constant endeavor to provide the Borrower(s) with the best possible service and care. In case of any grievances (including concerns about staff behavior), the Borrower(s) may reach out to the representatives below at any time between 09.30 AM and 6.00 PM Monday to Friday except public holidays. The Lender is committed to providing grievance redressal in a timely manner. The borrower(s) are requested to address all their grievances at the first instance to the Grievance Redressal Official cum Nodal Officer ("GRO/NO"). The contact details of the GRO/NO are as provided below. Other details related to the grievance redressal mechanism are available at https://www.iifl.com/finance/grievance-redressal-procedure.

Designation: Grievance Redressal Official cum Nodal Officer

Address: IIFL Finance Ltd, IIFL House, Sun Infotech Park, Road No.16V, Plot No B23, Thane Industrial Estate Area, Wagle Estate, Thane 400604

Contact Number: +91 22 4520 5810 / +91 22 6817 8410

Email ID: nodalofficer@iifl.com

Grievance redressal: https://www.iifl.com/finance/grievance-redressal-procedure

The GRO/NO shall endeavor to resolve the grievance within a period of one month from the date of receipt of a grievance. Any changes to the information specified herein shall be updated on our website https://www.iifl.com/finance/grievance-redressal-procedure under 'Ombudsman Scheme' section.

In case no response is received from the GRO/NO within one month from the date of making a representation to the Lender, or if the Borrower(s) is not satisfied with the response so received, a complaint may be made in accordance with 'The' Reserve Bank - Integrated Ombudsman Scheme, '2021' as amended from time to time, ("Ombudsman Scheme") to the Ombudsman in whose jurisdiction the 'Lender's office is located.

For the contact details of the Ombudsman and for salient features of the Ombudsman Scheme, please refer to Annexure - A of the Fair Practices Code adopted by the Lender and available on our website https://www.iifl.com/finance/ombudsman-scheme. A copy of the Ombudsman Scheme is available on the website of the Reserve Bank of India at www.rbi.org.in and is also available with IIFL GRO/NO
FATCA

The Borrower(s) understand, agree and hereby confirm that the Borrower(s) is a citizen and permanent resident of India and subject to the tax regime of India.
BORROWER(S) ACKNOWLEDGMENT AND CONFIRMATION
1. The Borrower(s) agree to be bound by such Loan terms and conditions contained herein and in the Loan Documents in relation to the Loan.
2. The Borrower(s) is competent to contract and enter into and perform obligations contemplated under the Loan Documents in respect of the Loan.
3. There is no impediment or restriction, whether under law, judgement, order, award, contract or otherwise, from entering into and/or performing any of the obligations contemplated under the Loan Documents with respect of the Loan and all approvals and consents, wherever necessary have been duly obtained and are and will continue to be in full force.
4. The Borrower(s) further agree that the Borrower(s) has been sufficiently informed by the Lender about other alternative documents that can be submitted for establishing proof of identification and address.
5. The Borrower(s) hereby declare that all the information voluntarily furnished by the Borrower(s) is true, correct and complete. The Borrower(s) will not hold the Lender or any of its officials responsible in case of any incorrect information is provided by the Borrower(s).
6. The Borrower(s) agrees to receive all present and future documents/ correspondence in English and/ or vernacular language.
7. The Borrower(s) declares that acceptance of these Loan Documents is not in and will not result into any contravention of any applicable laws including any notifications/directions issued by any governmental or statutory authority from time to time.
8. That there are no insolvency proceedings or suits for recovery of outstanding dues have been initiated and / or are pending against the Borrower(s).
9. The Borrower(s) gives explicit consent to the Lender and authorize the Lender to exchange or share information, documents and details relating to my Loan to the Lending Service Provider and other agencies engaged by the Lender, which may be required to carry out their operations as may be required or deemed fit, during and after disbursal of the Loan and/or related offerings or other products / services that Borrower(s) may apply to Lender from time to time.
10. The Borrower(s) represent that the information and details provided by me and the documents submitted by the Borrower(s) are true, correct and that the Borrower(s) have not concealed any information and undertakes to inform the Lender of any changes therein, immediately and have not suppressed any information that might affect the 'Lender's decision. In case any of any information submitted by the Borrower(s) is found to be false or untrue or misleading or misrepresenting, the Borrower(s) is aware that they may be held liable for it in accordance with the Loan Documents.
11. That the Lender has the absolute discretion to refuse the disbursal of the Loan despite issuing the Sanction Letter.
12. That the Lender shall have the right to make disclosure of Borrower(s) personal information as required under applicable law.
13. The Borrower(s) agree and accept that the Lender may in its sole discretion, by itself or through authorized persons, advocate, agencies, bureau, etc. verify any information given, check credit references, employment details and obtain credit reports to determine creditworthiness from time to time.
14. The Borrower(s) acknowledge and understand that acting under due authorization, the Lender has performed Borrower(s) credit checks on their behalf and obtained credit report while issuing the Sanction for the purpose of assessing Borrower(s) credit worthiness through a credit information company or otherwise.
15. The Borrower(s) represent and agrees that the funds shall be used for the Purpose specified in the Loan Documents and will not be used for any illegal, speculative or antisocial purpose.
16. The Borrower(s) hereby confirm that no representative of the Lender has induced the Borrower(s) directly / indirectly to apply for the Loan.
17. The Borrower(s) consents that the reference contacts provided may be contacted for verification of Borrower(s) identity, repayment capability and/or to make collection efforts in case of breach of the Loan Documents by the Borrower(s) including failure to make the repayments on the due date.
18. The Borrower(s) hereby gives explicit consent that the relevant Lending Service Provider is authorized to obtain the Borrower(s) Credit Information Report (CIR) from the Credit Information Companies and the fees of buying the CIR will be deducted from the loan disbursed/sanctioned amount, if the option of buying the CIR is availed during the application of the Loan.
19. The Borrower(s) has submitted true and correct Identity document/s clearly stating the Full Name, Date of Birth and Signature for availing a loan facility from the Lender;
20. The Borrower(s) shall promptly inform and intimate the Lender in case of any inaccuracy in the information and/or the Identity document/s provided to the Lender and shall furnish the correct documents, if any.
21. The Borrower(s) shall promptly inform and intimate the Lender in case of any change in the information and/or the Identity document/s provided to the Lender and shall furnish the updated documents, if any, in any case no later than 30 days from the date of such change.
22. This declaration undertaking shall be applicable and binding on the Borrower(s), their heirs, successors, legal representatives, assigns, agents and whosoever derives the title through.
23. The Borrower(s) has gone through the exclusion list available on https://www.iifl.com/finance/exclusion-list and shall not utilize the loan or any portion of the loan for any of the activities mentioned in the exclusion list.
24. The Borrower(s) hereby provides an explicit consent and authorize the Lender and/or its affiliated partners to download my 'Know Your Customer' records/information from the Central KYC Registry. The Borrower(s) is aware that the KYC records/information would be downloaded from the Central KYC Registry, solely for performing customer due diligence on the Borrower(s) in order to process the loan application. The Borrower(s) further declares that the data/information on the Central KYC Registry is updated and has not been subjected to any change, as on the date of making the loan application.
25. The Borrower(s) hereby also confirm that all the documents submitted and also the information furnished to the Lender to process the loan application are true and no material information are suppressed or withheld.
26. The Borrower(s) state and confirm that neither the 'Borrower's nor does any person in the Borrower entity board or management (as applicable) name appear in the list of wilful defaulters. Further, the Borrower shall not induct any person whose name appears in the list of wilful defaulters on Borrower’s board or as a Person In charge. In case any Person In charge is named under list of wilful defaulters, the Borrower shall take effective steps for removal of any such Person In charge. Under no circumstances shall the Lender provide any fresh loan or renew/ enhance the existing loan facilities as long as any Person In charge is named in the list of wilful defaulters.
27. Investigation in case of Suspicious / Fraudulent activity –
  1. In case of any suspicion / indication of wrongdoing or fraudulent activity the Lender shall be authorized, at its sole discretion, to use an external audit or an internal audit as per Lender’s internal policy for further investigation into the Borrower’s account.
  2. In cases where such audit report remains inconclusive and/or is delayed due to non-cooperation by the Borrower, the Lender shall be authorized to conclude on status of the Borrower’s account as fraud or otherwise based on the material available on their record and their own internal investigation / assessment in such cases. The lender shall also be entitled to further examine, at sole discretion of the Lender, into loan accounts of group companies and/or related parties of the Borrower maintained with the Lender.
  3. Any such fraudulent Borrowers and persons/ entities/ related entities / group companies associated with such entities shall be debarred from raising of funds and / or seeking additional credit facilities from financial entities regulated by RBI, including the Lender, for a period of five years from the date of full repayment of the defrauded amount / settlement amount. Additionally, the Lender shall be entitled to report details of such fraud to appropriate authorities including but not limited to the RBI and other law enforcement agencies, etc. Lender shall have the sole discretion to entertain or decline such requests for credit facilities even after the expiry of the aforesaid period of five years.
28. 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.

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