The person(s) named in the Schedule hereto (hereinafter referred to as the “Schedule”) being borrowers, hereinafter collectively referred to as “Borrower” which expression shall, unless it be repugnant to the context or meaning thereof be deemed to mean and include his/her heirs, administrators and executors.

In favour of:

IDFC FIRST Bank Ltd, a Company incorporated under the Companies Act, 2013 and having its registered office at IDFC FIRST Bank Ltd address KRM Tower, 7th Floor, No.1, Harrington Road, Chetpet, Chennai - 600031 and a branch office in India at the address mentioned in the Schedule, hereinafter referred to as “The Bank” (which expression shall, unless repugnant to the context or meaning thereof, shall be deemed to mean and include its successors, transferees and assigns). In case of there being more than one Borrowers, the reference to the term “Borrower” shall be deemed to be as if it were plural and this document shall be read accordingly as if made and liabilities undertaken by each of them jointly and severally. Reference to the masculine gender includes reference to the feminine and neuter genders and vice versa.

The Borrower hereby irrevocable and unconditionally agree to abide by the following terms and conditions:-

1. Pursuant to the application made by the Borrower in the Loan Application Form (“Application”), the Bank has sanctioned the loan not exceeding the amount mentioned in the Schedule hereto(hereinafter referred to as “Loan”), and the Borrower agrees to borrower the same, subject to and upon the terms and conditions contained in the Application and/or this document. The Bank may disburse the Loan or any part thereof (“Disbursement”) at its own discretion. Notwithstanding anything contained herein:

   
   

   (i) The borrower is aware that if disbursement/further drawdown is not accepted or not enchased by the borrower/previous financier within the period of 90 days then Bank shall be entitled to the following:

   1. The Bank shall have the right to recall the credit facility or stop further drawdown/disbursement.
   2. The BT Cheque or DD issued in the name of previous financier/ Borrower shall be cancelled.
   3. The undrawn/ uncashed amount by the borrower/previous financier shall be adjusted towards Principal outstanding as part prepayment of the loan amount, by giving effect to the EMI in the Loan and keeping the loan tenor constant.
   4. Part payment charges won’t be levied on aforementioned adjusted amount.
   5. Revised loan repayment schedule shall be assigned to the borrower.
   6. Borrower won’t be entitled for refund of any processing fees, service charge and /or other charges/fees/costs(if any). All these charges( if applicable) would be payable to the Bank whether or not the Credit facility has been drawn by the borrower.

   (ii) The borrower is aware that BT Cheque OR DD will be reissued within the span of 90 days of disbursement only if the said Cheque or DD is mutilated or has spelling error or for any reason is not acceptable by the previous financier.

   (iii) The Bank may not disburse at any time, any amount under the Loan unless the following conditions are complied with in the sole discretion of the Bank:

   1. This Agreement is duly executed and delivered to the Bank by the Borrower;
   2. The Borrower’s submission to the satisfaction of the Bank of a certificate of employment from his employer and his financial statements
   3. The Borrower’s submission to the Bank, post-dated cheques towards repayment instalments; and
   4. Any other document or writing as the Bank may require in its sole discretion.
   5. The Borrower(s) having furnished such Security as may be required by the Bank, as more specifically detailed in the annexure, in a form and manner satisfactory to the Bank.

2. The Loan, interest, additional interest, default interest any other charges, dues and monies payable, costs and expenses reimbursable as outstanding from time to time and whether any of them due or not, are hereinafter collectively referred to as “Outstanding Balance”. The Borrower shall pay interest on the Loan, the unpaid due interest and all other outstanding charges and monies(except the default interest), at the rate of interest specified in the Schedule hereto, on the outstanding daily balance from the date of disbursement, compoundable at monthly rests. The Bank in its sole discretion would be entitled to change the said rate interest from time to time including on account of changes made by the Reserve Bank of India, which would be intimated to the Borrower(s) and would be binding upon the Borrower(s). The Borrower shall also pay and bear all interest tax, if any, as applicable from time to time. The Borrower(s ) shall repay the Loan and pay the interest that is due from time to time by way of equated monthly instalments (EMIs) as specified or as may be specified by the Bank from time to time(time being the essence of the contract). The Borrower has perused, understood and agreed to the Bank’s method of calculating EMI’s as also the appropriation thereof into principal and interest. The payment of all the monies by the Borrower including EMI’s shall be made on or before the respective due dates, at such place as the Bank may require, without any set-off or counterclaim or withholding or deduction(save as required by law in which case the amount payable by the Borrower to the Bank shall be increase to the amount which after making such deduction or withholding equals the original due amount as if no withholding or deduction were required), by way of one or more modes and instruments including post-dated cheques “PDCs”), Standing Instructions(SI)/Electronic Clearing System(ECS) instructions/other mode/instrument, as acceptable to the Bank from time to time. If any due date fall on a non business day of the Bank, the payment shall be made by the Borrower on the immediate preceding business day of the Bank. In case of cheques/other instrument, the payment shall be deemed to have been made by the Borrower only at the point of time the sum is credited and realized fully in the Bank’s account irrespective of the date of instrument or time of receipt or presentation of instrument. In case of any default, the Borrower shall without prejudice to the Bank’s right and remedies, pay additional/default interest at the rate mentioned in the Schedule hereto/Application or as may be prescribed by the Bank., over and above the then applicable rate of interest till full payment is made/default is cured. This liability shall not act as justification for any default.

3. The Borrower(s) shall pay to the Bank, the charges, fees, commissions, etc., specified on the Schedule hereto/Application or as specified by the Bank from time to time, within such time or upon occurrence of such events as specified and if not specified then forthwith upon demanded by the Bank. All other present and future costs and expenses, taxes9 as applicable form time to time), any related levy, stamp duty, in all jurisdictions, in relation to this/other documents/any transaction pursuant thereto, irrespective of who the beneficiary is, shall be borne and payable solely by the Borrower, including for creation, enforcement, preservation of security, recovery, initiation/defending/pursuing any legal proceedings/action by the Bank. In case of any such sums if paid or incurred by the Bank, the Borrower shall be liable to reimburse the same to the Bank in full forthwith.

4. Any Payments made by/on behalf/for the Borrower or any realizations in relation to the Loan, security, shall be appropriated towards the Outstanding Balance and /or Liabilities (as defined hereinafter) in the following order: (a) Firstly, towards costs and expenses incurred by the Bank; (b) Secondly, towards any charges, commissions, fees, taxes, levies (wherever applicable); (c) Thirdly, towards additional/default interest; (d) Fourthly, towards interest; (e) Fifthly, towards principal amount(s). Any statement of account furnished by the Bank shall be accepted by and be binding on the Borrower(s) and shall be conclusive proof of the correctness of the amounts mentioned therein except for any manifest error therein.

5. The Borrower who are liable to deduct the TDS, must pay TDS as per applicable rate for the interest and fees being paid to the Bank. Borrower must deposit the TDS amount so due into the government account within the due date prescribed. Once returns are filed, borrower must submit request letter along with TDS certificates in Form 16A generated from the income tax website to the Bank. Original TDS certificate should be submitted for claiming the refund.

6. The Borrower confirms that the Goods and Service Tax Identification Number (GSTIN) (if applicable) provided in the application form/ declaration is true and correct. The Borrower agrees and undertakes that the applicable tax rate will be determined using the information provided by the Borrower and the input tax credit (ITC) will be available to the Borrower (if applicable) based on the GSTIN and the related information/details provided by the Borrower in the application form/ declaration. The Borrower further agrees and undertakes that the Borrower shall not hold the Bank Limited liable for any loss of ITC arising due to incomplete, erroneous or wrong details pertaining to GST provided by the Borrower in the application form/ declaration. The Borrower also further agrees and undertakes that if the Borrower fails to furnish GSTIN, then the Borrower shall be treated as unregistered for Gods and Service Tax (GST) purpose and no credit of GST will be provided to the to the Borrower.

7. Notwithstanding anything stated in any document, the continuation of the Loan shall be at sole an absolute discretion of the Bank and the Bank at any time in its sole discretion and without assigning any reason call upon the Borrower to pay the Outstanding Balance and upon such demand by the Bank, the Borrower shall, within 48 hours of being so called upon, pay the whole of the Outstanding Balance to the Bank without any delay or demur.

8. The Bank may at its own discretion and upon Borrower’s request, also finance the Borrower for the insurance premium of insurance policy taken by Borrowers as per Borrower’s own wish from any insurance company of Borrower’s choice, which sum(s) shall be added to the principal amount under the Loan and all the terms and conditions shall be additionally applicable thereto. All expenses, charges, fees, taxes etc., as applicable on any such insurance shall be incurred and paid by the Borrower, however, in case paid by the Bank on Borrowers behalf, the Borrower shall reimburse the same to the Bank within 24 hours of the Bank’s demand. The Borrower shall instruct the insurance company to add the Bank as loss payee in any such insurance policy.

9. The Borrower shall furnish and create such security from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. the Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of the Loan; which shall be binding on the Borrower.

10. Each of the Borrowers represent(s) and warrant(s) that (which shall be deemed to have been repeated to the Bank on the date of Disbursement and on each date thereafter till entire repayment) : (a) The Borrower is a citizen of India and a major (in terms of age) and is of sound mind and is competent to contract and enter into and perform his/her obligations contemplated under this document/other document/in respect of the Loan; (b) There is no impediment or restriction, whether under law, judgment, order, award, contract or otherwise, for any of the Borrowers entering into and/or performing any of the transactions contemplated by this/other documents/in 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; (c) The execution hereof constitutes legal, valid and binding obligations of the Borrower. (d) That there is no Event of Default existing; (e) All declarations made by Borrower are true and complete and no material information has been suppressed /withheld. (e) The Borrower(s) agree that if there are two or more Borrower(s), the Borrower(s) liabilities under this Loan terms and conditions shall be joint and several.

11. The Borrower agree that all amounts payable by the Bank and/or Borrower to the Bank shall be payable and be paid at the branch location or such other place where the Bank operates and the same to be decided by the Bank at its discretion and all the terms and conditions so far as a possible shall be per formed and carried out at the location.

12. Negative Covenants : The Borrower covenants and agrees that, save and except with the prior, specific and express written consent of the Bank, the Borrower shall not ; (a) create, assume or incur any further indebtedness to any person; or lend or advance any amounts to any person; or undertake any guarantee or security obligations; (b) except in favour of the Bank, sell, license, let lease, transfer, alienate, dispose of in any manner whatsoever, surrender or otherwise encumber any of its assets, rights, title or interest, receivables, or any part thereof; or create, facilitate or permit to exist any charge, encumbrance or lien of any kind whatsoever over any of its property or grant any option or other right to purchase, lease or otherwise acquire, any such assets or part thereof; (c) permit of effect any direct or indirect change in the legal of beneficial ownership or control; (d) Change /cease/retire from/terminate/resign from the present employment/profession /business disclosed in the Applications; or change, terminate or open any bank account.

13. The following events shall constitute events of default (each an “Event of Default”), and upon the occurrence of any of them the entire Outstanding Balance shall become immediately due and payable by the Borrower and further enable the Bank inter alia to recall the entire Outstanding Balance and/or enforce any security and transfer/sell the same and/or take, initiate and pursue any actions/proceedings as deemed necessary by the Bank to recovery of the dues; (a) Failure on Borrower’s part to perform any of the obligations or terms or conditions or covenants applicable in relation to the Loan including under this/other documents including non – payment in full of any part of the Outstanding Balance when due or when demanded by the Bank; (b) any misrepresentations or misstatement by the Borrower; or (c) occurrence of any circumstance or event which adversely affects Borrower’s ability/capacity to pay/repay the Outstanding Balances or any part thereof or perform any of the obligations; (d) if any attachment, distress, execution or other process against the Borrowers/its assets or any of the security is threatened, enforced or levied upon by any person; or (e) fall, reduction or decrease, in the opinion of the Bank, in values of any security lower than the values required by the Bank; (f) the event of death, insolvency, failure in business, commission of an act of bankruptcy of the Borrower, or change or termination of employment/profession/business for any reason whatsoever. (g) if the loan amount is used for investment made in shares, debentures, advances and inter-corporate loans / deposits to other companies (including subsidiary companies)

14. Notwithstanding anything to the contrary in this document or any other document or any other document/arrangement : (i) in respect of all and any of Borrower’s present and future liabilities to the Bank, its affiliates, group entities, associate entities, parent, subsidiaries, any of their branched (collectively “Relevant Entities”), whether under this document or under any other obligation/loan facilities/borrowing/document, whether such liabilities are/be crystallised, actual or contingent, primary of collateral or several or jointly with others, whether in same currency or different currencies, whether as principle debtor and/or as guarantor and/or otherwise howsoever (collectively “Liabilities”), each of the Bank and the Relevant Entities shall in addition to any general lien or similar right to which any of them as bankers 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 current, savings overdraft, fixed or other deposits, held with or in custody, legal or constructive, with the Bank and/or any Relevant Entities, now or in future, whether in same or different capacity of the Borrower, and whether severally or jointly with others, whether for any banking relationship, safe custody, collections, or otherwise whether in same currency or different currencies; and (ii) separately, each of the Bank and the Relevant Entities shall have the specific and express right to, without notice to and without consent of the Borrower, set – off, transfer, sell realize, adjust appropriate all such amounts in all accounts (whether prematurely or upon maturity as per the Bank’s discretion), securities, amounts and property as aforesaid for the purpose or realizing or against any of dues in respect of any of the Liabilities whether ear- marked for any particular Liability or not, combine or consolidate all or any of accounts of the Borrower 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 the Liabilities. (iii) the Bank and the Relevant Entities shall be deemed to have and hold and continue to have first charge on any assets including on any assets including any deposit on which security 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 Bank in terms of any security or charge created for the Loan shall be available to the Bank 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 satisfies or not and even after the Loan has been repaid or prepaid.

15. The Bank shall at any time, without any consent of or notice to the Borrower (s) be entitled to securitise, sell assign, discount or transfer all or any part of the Bank’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 the Bank may decide. Borrower 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 / other document.

16. The Bank shall also be entitled to communicate in any manner it may deem fit, to or with any person or persons including guarantors, person giving reference to loan, with a view to receiving assistance of such person or persons in recovering the defaulted amounts including but not limited to visiting the property and/or any place of work of the Borrower.

17. The Bank shall be entitled at its discretion to engage/avail of, at the risk and cost of the Borrower, 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/assets, and any necessary or incidental lawful acts /deeds/matters and things connected thereto, as the Bank may deem fit.

18. Except to the extent disclosed to the Bank: (i) all the Borrower’s contracts or agreements with, or any commitments to, any affiliates or group companies (if applicable) are on arms’ length basis; (ii) (a) where the Borrower is an individual, he/ she is not a director or specified near relation of a director of a banking company; (b) where the Borrower is a partnership firm/HUF/limited liability partnership firm, none of the partners or members of the HUF is a director or specified near relation of a director of a banking company; and (c) where the Borrower is a joint stock company, none of its directors, is a director or specified near relation of a director of a banking company; (iii)(a) where the Borrower is an individual, that he/ she is not a specified near relation to any senior officer of the Bank, (b) where the Borrower is a partnership firm/HUF/ limited liability partnership firm, none of the partners or members of the HUF, is a specified near relation of any senior officer of the Bank, and (c) where the Borrower is a joint stock company, none of its directors, is a specified near relation of any senior officer of the Bank. The Borrower agrees that the bank has an unconditional right to revoke and/or recall the entire loan facility if the disclosure as mentioned in this clause is found to be false.

19. The Borrower shall ensure that neither the Borrower nor any director/partner/member of the Borrower has been declared a wilful defaulter; in case any director/partner/member has been declared as a willful defaulter, the Borrower shall take expeditious steps for removal of such person. Borrower understands and acknowledges that there are inherent risks involved in sending the instructions/communications/documents to the Bank via emails and hereby agree and confirm that all risks shall be fully borne by him and he assumes full responsibility for the same. He will not hold the Bank liable for any losses or damages including legal fees arising owing to any miscommunication or technological error beyond the control of the Bank. Bank shall be responsible to ensure the authenticity, validity, or source of any instructions/documents and shall be liable if any instructions/documents turned out to be unauthorized, erroneous, or fraudulent.

20. DISCLOSURE/SHARING OF INFORMATION

    • In the Event of Default, the Bank/IDFC First shall also be entitled to communicate in any manner it may deem fit, to or with any person or persons including guarantors, person giving reference to loan, with a view to procure assistance of such person or persons in recovering the defaulted amounts including but not limited to visiting the property and/or any place of work of the Borrower.

    • The Bank will limit the collection and use of customer information only on a need-to-know basis to deliver better service to the customers. The Bank may use and share the information provided by the Customers with its Affiliates and third parties for providing services and any service-related activities such as collecting subscription fees for such services, and notifying or contacting the Customers regarding any problem with, or the expiration of, such services. In this regard, it may be necessary to disclose the customer information to one or more agents and contractors of the Bank and their sub-contractors, but such agents, contractors, and sub-contractors will be required to agree to use the information obtained from the Bank only for these purposes. The customer authorizes the Bank to exchange, share, part with all information related to the details and transaction history of the customer to its Affiliates/ other banks/ financial institutions/ credit bureaus/ agencies/ participation in any telecommunication or electronic clearing network as may be required by law, customary practice, credit reporting, statistical analysis and credit scoring, verification or risk management or any of the aforesaid purposes and shall not hold the Bank liable for use or disclosure of this information. The Bank values your relationship and will at all times strive. to ensure your privacy.

21. Force Majeure - The Borrower shall be liable to perform or fulfil its obligations at all point of time and shall not delay/postpone performance, its obligations in whole or in part, even on the ground of any force majeure event such as acts of God, floods, cyclones, earthquakes, fires, wars, riots, strikes, orders of governmental or other statutory authorities, national emergency, or any other similar causes.

22. The Bank shall have the right to not return the Application, the photographs, information and documents submitted by the Borrower. the Bank shall, without notice to or without any consent of the Borrower, be absolutely entitled and have full right, power and authority to make disclosure of any information relating to Borrower including personal information, details in relation to documents, Loan, defaults, security, obligations of Borrower, to the Credit Information Bureau of India (CIBIL) and/or any other governmental / regulatory / statutory or private agency/entity, credit bureau, RBI, the Bank’s other branches/subsidiaries/affiliates/rating agencies, service providers, other banks/financial institutions, and third parties, any assigns/potential assignees or transferees, who may need the information and may process the information, publish in such manner and through such may be deemed necessary by the publisher/the Bank/RBI, including publishing the name as part of willful defaulter’s list from time to time, as also use for KYC information verification, credit risk analysis, or for other related purposes. In this connection, the Borrower waives the privilege of privacy and privity of contract. the Bank shall have the right, without notice to or without any consent of the Borrower, to approach, make enquires, obtain information, from any person including other banks/finance entities/credit bureaus, Borrower’s employer/family members, any other person related to the Borrower, to obtain any information for assessing track record, credit risk, or for establishing contact with the Borrower or for the purpose of recovery of dues from the Borrower.

23. Any notice, approvals, instructions, demand and other communications given or made by the Bank shall be deemed to be duly given and served if send 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 Applications (or at the address changed on which the Bank’s acknowledgment is duly obtained as hereinafter mentioned) such notice and service shall be deemed to take effect on the third working day following the date of 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 undertakes to keep the Bank informed at all times in writing of any change in the mailing address, email id, phone and mobile number (s) as provided in the Applications and to obtain the Bank’s written acknowledgment on the intimation given to the Bank for any such change.

     

24. Governing Law, Jurisdiction and Arbitration:
    The Parties agree that this Agreement shall be governed by the laws of India. The Borrower hereby expressly agrees that all disputes arising out of and/or relating to this Agreement including any transaction document which is:

    • below the pecuniary jurisdiction limit of the Debt Recovery Tribunals established under Recovery of Debts Due to Banks and Financial Institutions Act, 1993 (51 of 1993), then such dispute shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 as may be amended, or its re-enactment, by a sole arbitrator, appointed by the Bank. The arbitration proceeding shall be conducted in the English language. The award passed by the arbitrator shall be final and binding on the Parties. The costs of such arbitration shall be borne by the losing Party or otherwise as determined in the arbitration award. The arbitration proceedings shall be held either in Delhi/ Mumbai/ Chennai/ Kolkata and/or such other place as may be notified at the sole discretion of the Bank.

    • above the pecuniary jurisdiction limit of the Debt Recovery Tribunals established under Recovery of Debts Due to Banks and Financial Institutions Act, 1993 (51 of 1993), then such dispute shall be referred at the sole discretion of the Bank to:
      The exclusive jurisdiction of the courts/ tribunals of the city in which the Branch/Bank Outlet of the Bank is situated. Provided that to the extent allowed by law, the Bank shall be entitled to take proceedings relating to a dispute in any court/tribunal of any place with jurisdiction.
      Or
      To arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 as may be amended, or its re-enactment, by a sole arbitrator, appointed by the Bank. The arbitration proceeding shall be conducted in the English language. The award passed by the arbitrator shall be final and binding on the Parties. The costs of such arbitration shall be borne by the losing Party or otherwise as determined in the arbitration award. The arbitration proceedings shall be held at Delhi/ Mumbai/ Chennai/ Kolkata and/or such other place as may be notified at the sole discretion of the Bank.

25. This document, Application and other documents have been explained to the Borrower in the language known to the Borrower and the Borrower has read and understood the same.

26. The Borrower has affixed their signature after verifying and understanding the contents of this document at the end of the schedule. The Borrower unconditionally consent and authorizes the Bank to raise debits for such amounts as may be calculated by the Bank from time to time and undertake to maintain sufficient balances to cover the Loan Repayment Dues (and charges, if any) on the stipulated due dates. Borrower is aware that failure to repay loan amount through these instruction shall be treated as a default in repayment of dues and all charges /penalties /levies as covered by the agreement will hold good towards the non-payment of obligations.

27. The Borrower further undertakes that in the event of the above account getting closed / transferred for any reason, the Borrower shall intimate to the Bank the new account opened with the bank to debit the Loan Repayment amounts as per the agreement. Borrower also undertakes the responsibility to provide the fresh set of Mandate and security PDC's for such new account, as per terms of the agreement in lieu of existing instructions.