‘TOS’

TERMS AND CONDITIONS FOR LOAN SANCTIONED

Introduction:

Avanse Financial Services Limited is a non-banking finance company duly registered with the Reserve Bank of India (the “RBI”), and corporate office

at 001 and 002 Fulcrum, A Wing, Ground Floor, Sahar Road, Andheri (East), Mumbai – 400 099 (“Lender” which term shall, unless repugnant to the

context, include its successors and assigns). The Lender is in the business of, inter alia, providing consumer financing for retail consumers.

The Borrower, upon submitting the loan application form, has agreed to be bound by these T&Cs without exception and the commercial relations

between the Borrower and the Lender shall be governed by these T&Cs. It is hereby clarified that the Loan sanctioned to the Borrower shall be on

the T&Cs set out herein.

It is hereby clarified that the Lender is not providing any consumer service to the Borrower, and, upon the sanction and disbursement of the Loan,

the relationship between the Lender and the Borrower shall be that of a creditor and debtor.

1. LENDER TO EVALUATE THE APPLICATION

1.1 The Lender, upon receipt of the loan application form, verify the details provided therein and evaluate the request of the Borrower to

sanction the Loan.

1.2 The Lender hereby reserves the right to refuse or reject any loan application form, notwithstanding the Borrower satisfying eligibility

criteria, if any, set by the Lender (whether in the public domain or not) for the sanction of the Loan.

1.3 Any incomplete loan application form shall be summarily rejected or refused. The loan application form shall be deemed to have been

completed by the Borrower if and only if the Borrower has duly completed responses to each field mentioned herein.
1.4 Any failure to fully respond to each field shall render the Loan Application Form incomplete and liable to be rejected or refused by the

Lender.

2. DEFINITION AND INTERPRETATION

2.1 Definitions. Capitalised terms used herein shall have the meaning assigned to such term in Appendix 1 (Definitions and Interpretation).

2.2 Construction. Unless specified otherwise herein, this Agreement shall be construed in accordance with the principles of construction as

set out in Appendix 1 ( Definitions and Interpretations).

2.3 Conflict of terms. In the event that the terms of any Clause contained herein conflicts with the terms of any Schedule, Appendix, or the

terms of any other Loan Document, it is hereby clarified that the construction arising out of the relevant Schedule, Appendix, and/ or the

terms of the relevant Loan Document shall prevail. Without prejudice to this Clause 2.3 (Conflict of terms), in the event of any ambiguity,
the terms of this Agreement or any Loan Document shall be construed in accordance with the rules of precedence set out in Schedule 1

(Loan Details).
2.4 Joint and several liabilities. Notwithstanding anything herein stated, the liabilities of each of the Obligors i.e. the Borrower(s) and the

Guarantor(s), if any, to repay the Outstanding Amount(s), and any other sum due and payable, to the Lender, and the obligation of such

Persons to observe the terms and conditions contained herein, or in any Loan Document, as applicable, is, and shall be, joint and several.

3. THE TRANSACTION

3.1 Lend and Borrow. The Borrower hereby agrees to borrow from the Lender, or, as the case may be, the Borrower has borrowed from the

Lender, and the Lender hereby agrees, or has agreed, to sanction and extend to the Borrower, the Loan, the details of which are specifically

set out in Schedule 1 (Loan Details), for the Specified Purpose stated in Schedule 1 (Loan Details), on the terms and conditions set out

herein.

3.2 Disbursement of the Loan. The Loan shall be disbursed to the Borrower on the Loan Disbursal Date(s) in accordance with the terms set out

in Appendix 2 (Disbursal of the Loan). The Lender shall be entitled to cancel the sanction of the Loan or any balance thereof, at any time

prior to the Loan Disbursal Date(s), at its sole discretion, without any requirement to notify the Borrower. If the Borrower does not

drawdown the Loan or any amount thereof on the Loan Disbursal Date(s), or, otherwise, fails to complete the actions required pursuant to

Clause 6 (Conditions Precedent) to the satisfaction of the Lender prior to the Loan Disbursal Date(s), then the Lender shall be entitled to

cancel the disbursed Loan or any balance thereof, and, upon such cancellation, the Borrower shall be required to repay the Outstanding

Amount(s) as set out in Appendix 3 (Payment Procedures).

3.3 Processing fee and administrative charges. The Borrower shall pay a non-refundable processing fee, specified in Schedule 1 (Loan Details),

towards the processing of the Loan. Any and all administrative fees and charges applicable to the Loan are set out in Schedule 1 (Loan

Details) and, for abundant clarity, shall be paid by the Borrower. The Lender shall have the right to revise the fees and charges applicable

to the Loan, at its sole discretion, and the Borrower hereby agrees to abide by such revised fees and charges. The Parties hereby agree that

the publication of the revised fees and charges in the Schedule of Charges shall be sufficient notice of such revisions. It is hereby clarified

that any revision made to the fees and charges by the Lender shall come into effect with prospective effect from the date on such which

such revised fees and charges are made applicable.

4. INTEREST

4.1 Interest. The Loan shall be chargeable to interest at the Rate of Interest, the details of which are set out in Schedule 1 (Loan Details).

Subject to Schedule 1 (Loan Details), the Lender shall have the right to revise the Rate of Interest from time to time, at its sole discretion,

and such revised Rate of Interest shall be binding on the Obligor(s). The Parties hereby agree that the publication of the revised Rate of

Interest on the website of the Lender (www.avanse.com), on the notice board of a branch office of the Lender, or any other form of

generally acceptable form of communication, shall constitute adequate notice in respect of the revisions made to the Rate of Interest. It is

hereby clarified that any revision made to the Rate of Interest shall come into effect with prospective effect from the date on which such

revisions are made applicable.

4.2 Payment of interest. The Borrower shall pay to the Lender an amount of interest on the Loan computed on the basis of the Rate of Interest

on the Due Date(s). The details in relation to the payment of the interest on the Loan are further set out in Schedule 1 (Loan Details). Each

such payment of interest shall be made by the Borrower on the Due Date(s). The Lender shall be under no obligation to serve any notice,
reminder or intimation to the Borrower or any other Person regarding their obligation to pay the Interest on the respective Due Dates

thereof and it shall be entirely the Borrower’s responsibility to ensure prompt and regular payment thereof on the respective Due Dates

and in the manner herein provided.

5. REPAYMENT OF THE LOAN

5.1 Repayment. The Borrower shall repay the Loan on the Due Date(s), in accordance with the terms set out in Schedule 1 (Loan Details) and

in Appendix 3 (Payment Procedures).

5.2 Repayment on demand. Notwithstanding anything to the contrary provided in this Clause 5 (Repayment of the Loan), Clause 4 (Interest),

Clause 9 (Representations and Warranties), Clause 10 (Event of Default), and Clause 11 (Consequences and Remedies in Case of an Event

of Default), or any other Loan Document, the Borrower hereby acknowledges and agrees that the Lender shall have the right to demand

the repayment of the Outstanding Amount(s) at its sole discretion, without assigning any reason thereto, by providing the Borrower(s) with

Notice demanding such repayment within 10 (ten) Business Days. The Borrower shall be required to make prompt payment of all

Outstanding Amount(s) for which the Lender may choose, at its sole discretion, to provide a concession on the interest payable in

accordance with the terms of Appendix 3 (Payment Procedure).

5.3 Pre-payment. At the request of the Borrower, the Lender may accept the prepayment of any or all of the Outstanding Amounts of the Loan

before the Due Date(s); provided, however, that such prepayment shall be accepted by the Lender subject to the Borrower paying the

Prepayment Fee in accordance with the terms of Schedule 1 (Loan Details). The Borrower shall abide by the procedure for prepayment as

set out in Appendix 3 (Payment Procedures).

5.4 Appropriation. The Lender may exercise its discretion in applying any amounts received from the Borrower towards the repayment of the

Outstanding Amounts under the Loan or any debts or other sums owing to the Lender. Where, however, no debt or sum is owing to the

Lender (other than the Loan), any amounts received from the Borrower shall be applied in the following manner:

5.4.1 first, against all Outstanding Amounts;

5.4.2 second, against all Expenses; and

5.4.3 third, against any other unpaid sum owing to or any other claim of the Lender in relation to the Loan Documents or otherwise.

5.5 Deemed trust for repayment. Until the full and final settlement of all Outstanding Amount(s), the Borrower(s) shall ensure, and shall cause

each other Obligor to ensure, that an amount equivalent to the Outstanding Amount(s) is, at all times, held in trust with each such Obligor

for the timely and due repayment of the Outstanding Amount(s) to the Lender, in accordance with the terms hereof, and Lender shall be

the sole beneficiary of the amounts so held in trust. It is hereby clarified that the obligations of the Obligors to hold adequate and sufficient

amounts in trust is in addition to the Borrower(s) obligations under Clause 7 (Security). Without prejudice to the generality of this Clause

2.4 (Joint and several liabilities), each such Obligor shall be deemed to have accepted and undertaken to repay the Outstanding Amount(s),

and any other sum due and payable, to the Lender, and each such Obligor shall, by way of such acceptance, be deemed to have provided

notice in rem of the Obligor’s obligation to repay the Lender out of immediately available funds or out of such Obligor’s estate.

6. CONDITIONS PRECEDENT

6.1 Conditions precedent. Notwithstanding anything contained in this Agreement, the Lender shall not be under any obligation to disburse

the Loan on the Loan Disbursal Date(s) to the Borrower unless the Borrower has duly performed the specific conditions precedent set out

in Schedule 1 (Loan Details) to the satisfaction of the Lender.

6.2 Specific confirmation. The Lender shall not be under any obligation to disburse the Loan on the Loan Disbursal Date(s) to the Borrower

unless the Borrower has delivered to the Lender the Confirmation and Declaration Letter (substantially in the form set out in Schedule 2
(Confirmation and Declaration Letter)).
7. SECURITY

7.1 Security. The Borrower acknowledges and confirms that the Borrower shall be required to create and/ or procure and provide Security to

be furnished in favour of the Lender and shall abide by the terms of Schedule 1 (Loan Details). Each of the Obligor(s) hereby undertakes

not to deal with, or dispose of, its assets, or otherwise create any Encumbrance thereof, such that the rights of the Lender to access such

assets to recover the Outstanding Amount(s) stands prejudiced. For avoidance of doubt, the Obligors shall be responsible to facilitate the

transfer of any of its assets to the Lender for the recovery of the Outstanding Amount(s).

8. BORROWER’S COVENANTS AND UNDERTAKINGS

8.1 Affirmative Covenants. The Borrower hereby covenants, confirms, assures and agrees that, until the complete discharge of all Outstanding

Amounts under this Agreement, to the satisfaction of the Lender, the Borrower shall adhere to each of the covenants provided under the

heading ‘Affirmative Covenants’ in Appendix 5 (Borrower’s Undertakings). Each of the Affirmative Covenants shall be construed as a

separate and independent covenant or undertaking, as the case may be, shall not be limited by the terms of any other covenant, save as

expressly provided to the contrary therein.

8.2 Negative Covenants. The Borrower hereby covenants, confirm, assure and agrees that, until the complete discharge of all Outstanding

Amounts under this Agreement, to the satisfaction of the Lender, the Borrower shall not, without the prior approval of the Lender,

undertake any action, or cause any act, deed or thing to be done, set out under the heading ‘Negative Covenants’ in Appendix 5 (Borrower’s

Undertakings). Each of the Negative Covenants shall be construed as a separate and independent covenant or undertaking, as the case may

be, shall not be limited by the terms of any other covenant, save as expressly provided to the contrary therein.

9. REPRESENTATIONS AND WARRANTIES

9.1 Representations and warranties. The Borrower makes the representations and warranties set out in Appendix 6 (Borrower’s

Representations and Warranties). It is hereby clarified that the representations and warranties set out in Appendix 6 (Borrower’s

Representations and Warranties) are to be provided by the Borrower, as applicable, and where a representation contained therein is not

relevant to the Loan, or, as the case may be, the Borrower, it shall be deemed that no representation has been made to the Lender.

Notwithstanding anything contained in this Agreement, it is hereby clarified that the Borrower shall not have the right to object to the

Lender’s ability to rely on any representation made on the ground that such representation may not be relevant to the Loan or to the

Borrower.

9.2 Repeating representations and warranties. The Borrower hereby represents and warrants that each of the representations and warranties

contained in this Clause 9 (Representations and Warranties) set out in Appendix 6 (Borrower’s Representations and Warranties) is true,

accurate, complete, and correct in every respect as on the date hereof, and as of the Loan Disbursal Date(s), and as of each Due Date

(except for any representation which expressly relates to an earlier date and is not repeating), and which representations and warranties

shall survive the execution and delivery of this Agreement, the disbursal on each Loan Disbursal Date, and till the repayment of all

Outstanding Amounts.
10. EVENT OF DEFAULT

10.1 The Borrower not to commit Default. The Borrower undertakes not to commit an Event of Default and to do all such acts, deeds, or things

as may be necessary to prevent the happening of an Event of Default. Upon the occurrence of an Event of Default, or upon the occurrence

of one of more events, conditions, and/ or circumstances which may constitute (or, with the giving of notice, lapse of time, determination

of materiality or satisfaction of other conditions, would be likely to constitute), the Borrower shall immediately provide Notice to the

Lender. The Borrower understands, acknowledges, and confirms that the occurrence of any of the events set forth in Appendix 7 (Events

of Default) shall be an Event of Default.

10.2 Decision of the Lender is final and binding. The Borrower acknowledges, confirms, and agrees that the Lender has the right to determine

whether any event, condition, and/ or circumstance has become an Event of Default, and the decision of the Lender in this regard shall be

final and binding. The Borrower undertakes to deliver all its assets and cash balance equivalent to Outstanding Amount to the Lender upon

such event and provide declaration disclosing all its assets for Lender to exercise its right to set-off under Clause 14.3.

11. CONSEQUENCES AND REMEDIES IN CASE OF AN EVENT OF DEFAULT

11.1 Consequence and remedies. Upon, and any time after, the occurrence of the Event of Default, whether a Notice has been delivered by the

Borrower to the Lender or not, the Lender shall have the right, at its sole discretion, to undertake any or all of the following actions:

11.1.1 terminate the Agreement and cancel any outstanding commitment of the Lender in relation to the Loan to the Borrower;

11.1.2 stop advancing monies for the Borrower’s benefit under this Agreement or any other agreement between the Borrower and

Lender;

11.1.3 without prejudice to the rights of the Lender in Clause 11.1.1 and Clause 11.1.2, accelerate or recall the Loan by declaring the

Outstanding Amounts immediately due and repayable;

11.1.4 enforce any or all Security;

11.1.5 charge and recover all Default Charges as per Schedule 1 (Loan Details);

11.1.6 without prejudice to the rights of the Lender in Clause 11.1.3, increase the Rate of Interest, not exceeding the ceiling provided by

the extant interest rate policy of the Lender;

11.1.7 exercise any other right that the Lender may have under the Loan Documents;

11.1.8 exercise all rights and powers of the Lender (in its capacity as the lawful attorney-in-fact);

11.1.9 exercise any and all Rights of Management;

11.1.10 exercise any or all rights that the Lender may have under any law or contract and exercise such other rights and remedies as may

be available to the Lender under law or contract and initiate required actions including without limitation under Section 138

and/or Section 141 of the Negotiable Instruments Act, 1881 and under Section 25 of the Payment of Settlement System Act,

2007; and/ or

11.1.11 exercise any or all rights that the Lender may have in accordance with applicable law including any remedy which may become

available to the Lender in the event of any law being made or amended so as to provide the Lender access to any special legislation

enacted for debt recovery.

11.2 Cure period in limited circumstances. At the request of the Borrower, the Lender may, at its sole discretion, upon an independent review
of the facts, conditions, and circumstances in relation to the Event of Default, allow the Borrower 7 (seven) days from the date of the Notice

delivered to the Lender as per Clause 10.1 (The Borrower not to commit Default) or the date on which the Event of Default occurred,
 whichever is later, to cure the Event of Default. For avoidance of doubt, it is hereby clarified that nothing contained herein shall be

construed in a manner as to require the Lender to mandatorily provide the Borrower with the opportunity to cure the Event of Default,

unless required under applicable law.

11.3 Expenses to be borne by the Borrower. Notwithstanding anything contained in Clause 11.1 (Consequences and remedies), the Borrower

acknowledges, confirms, and agrees that all Expenses incurred by the Lender in relation to, and in connection with, an Event of Default

shall be borne by the Borrower and the Lender shall be entitled to charge the Borrower for such Expenses. For the purposes of the Loan

Documents, any and all Expenses incurred in relation to, and in connection with, an Event of Default shall be deemed to be an Outstanding

Amount owing to the Lender.

11.4 Lender to provide Notice of Expenses. Without prejudice to the generality of Clause 11.3 (Expenses to be borne by the Borrower), the

Lender shall provide to the Borrower, at reasonable intervals, Notice of Expenses incurred in relation to, and in connection with, an Event

of Default, and barring instances of gross error on the face of the record, the Borrower shall accept such Notice and the Expenses set forth

therein without demur.

11.5 Borrower to bear risk. For so long as the Lender deploys, uses, applies, and/ or handles the Security in accordance with customary practices

in relation to a Security of like nature, the risk(s) arising to the Security shall lie with the Borrower.

12. INDEMNIFICATION

12.1 Lender to be indemnified. The Borrower shall indemnify the Lender (and its Affiliates) at all times hereafter from and against any and all

Losses that may have been suffered or incurred by the Lender and/or its Affiliates by reason of any act by the Borrower or owing to an

Event of Default.

13. ASSIGNMENT AND SECURITISATION OF RIGHTS

13.1 Permitted assignment. The Obligor(s) expressly and irrevocably agree that the Lender may cause a Discretionary Transfer. The Obligors

hereby accepts and acknowledges that all Discretionary Transfers shall be binding on the Obligors and the Obligors shall accept the third-

party assignee as its creditor, or, as the case may be, as the creditor along with the Lender, and in such event the Obligors shall pay to the

Lender or such creditor/ assignee, or as the Lender may direct, the Outstanding Amounts. Without prejudice to Lender’s rights under this

Clause 13.1, each of the Obligor(s) hereby expressly and irrevocably requests the Lender to transfer/ assign the Loan and/ or the

Outstanding Amounts to a third party for so long as the terms and conditions of such assignment/transfer are acceptable to the
Lender, including, as an alternative (whether in full or in part), at its Lender’s sole discretion, to the Lender exercising its right under clause

5.2 (Repayment on Demand). The Lender may consider such request of the Obligors (without any obligation to do so) provided that such

transfer is not prejudicial to Lender’s interest as per Lender’s credit assessment. The Obligor(s) shall not be entitled to renege their earlier

request to transfer/assign, and, for avoidance of doubt, the Lender’s decision to execute such requested transfer basis foregoing request

from any Obligor shall be conclusive and binding on all the Obligors and the Lender shall not be liable to make any further enquiries as to

the authority, capacity, and the bona fides of such requesting Obligor. The Lender shall be entitled to execute any document, letter,

agreement or instrument, in relation to such assignment/ transfer, including on behalf of the Obligors, and to take all such action which

may be necessary for the purposes of the assignment/ transfer. Each of the Obligors further assures the Lender of full co-operation and
assistance to give effect to such assignment/ transfer, by doing, or causing to be done, all such acts, deeds, and things, as the Lender may

request.
13.2 Prior consent of the Lender. The Obligor(s) will not assign its/ his rights and obligations under the terms of this Agreement and/ or the

Loan Documents, unless Lender has expressly given prior written consent to the Obligor(s).

14. GENERAL TERMS

14.1 Conclusive evidence. In the absence of the any gross error on the face of the record, any statement of account furnished by the Lender in

relation to the Outstanding Amount or any other sum owing to the Lender under the Loan Documents shall be accepted by, and be binding

on the Borrower, and such document shall be conclusive evidence of the existence of a debt and of the liability of the Borrower to repay

the amount(s) stated therein.

14.2 No right of termination. The Borrower shall not have the right to terminate this Agreement or any other Loan Document without fully

settling all Outstanding Amounts due and owing to the Lender and any other amounts due and owing to the Lender.

14.3 Right of set-off. The Lender shall have a right of set-off to be exercised in relation to securities and amounts deposited with the Lender or

any of its Affiliates. The Lender shall provide the Borrower with Notice with full particulars of the Outstanding Amounts (or any other dues)

and shall further set out the rights of the Lender to exercise such right of set-off till all claims are fully and finally settled between the

Parties.

14.4 Taxes and stamp duty. The Borrower shall:

14.4.1 pay any and all stamp duty, penalties in relation to the payment of stamp duty, registration charges, and similar Taxes, including

GST, if any, which are or may become payable in connection with the entry into, performance or enforcement of the Loan

Documents whether at the time of execution or thereafter; and

14.4.2 pay or reimburse the Lender (if incurred by the Lender, at its sole discretion, without any obligation to do so) the amount of Taxes

(and/or other charges, including the interest) on the Loan or in relation to the Property.

14.5 Attorney in fact. The Borrower hereby irrevocably appoints the Lender as its lawful attorney in fact to act and/or execute such measures

that the Lender may deem fit and appropriate to exercise its rights and remedies in terms of this Agreement, including, but not limited to,

the right to perfect the Lender’s interest in the Security, execute and/or sign documents with third parties to enforce or give effect to the

Lender’s rights, give necessary information and statements to statutory and regulatory authorities relating to the Borrower, to do, or cause

to be done, anything pursuant to the terms of Clause 11.1 (Consequences and remedies) in order to obtain proceeds towards the settlement

of the Outstanding Amount(s).

15. AMENDMENT AND WAIVER

15.1 Waiver. A provision of this Agreement shall stand waived by the Lender if, and only if, such waiver is in writing and has been duly signed

by the Lender. For avoidance of doubt, it is hereby clarified that where a provision of this Agreement is not applicable to a Borrower by

virtue of the nature of such provision, no express waiver of the Lender shall be required.

15.2 Amendment. A provision of this Agreement shall stand amended if, and only if, such Lender amends such provision in writing (including

via electronic means). Without prejudice to the immediately foregoing sentence, it is hereby clarified that, and the Parties agree that, the

terms of this Agreement shall stand automatically modified and/or amended on and from the date on which any Law, directive(s) of a

Governmental Authority, or an RBI Directive, having the effect of modifying or amending this Agreement, are made applicable hereto or to
the Lender. The Lender shall provide the Borrower with a Notice informing the Borrower of the modifications/ amendments arising out of

such regulatory changes.

15.3 Regulatory changes. The terms of this Agreement and the Loan Documents are subject to applicable Law, scrutiny and directive of any

Governmental Authority, and any RBI Directive as may be made applicable to this Agreement or to the Lender from time to time.

Accordingly, the Borrower hereby accepts and acknowledges that Lender shall be obliged to give effect to any such Law, directives of the

relevant Governmental Authority, or such RBI Directive, and the Borrower hereby agrees and confirms that it shall be bound by all actions

taken by the Lender in this regard.

16. MISCELLANEOUS

16.1 Notice. Unless otherwise provided herein, all communications shall be by way of written Notices (including electronic means). All Notices

to the Lender shall be delivered at the relevant addressee details set out in Schedule 1 (Loan Details). All Notices to the Borrower shall be

delivered at the relevant addressee details set out in Schedule 1 (Loan Details).

16.2 Governing Law. This Agreement and the other Loan Documents shall be governed by and construed in accordance with the Laws of India.

Subject to clause 16.3, the Parties agree that the courts and/or tribunals at a place where Lender’s registered office is located shall have

jurisdiction in respect of any matter arising out of or in connection with this Agreement. The foregoing provision is for the benefit of the

Lender only. As a result, Lender shall be entitled to take proceedings arising out of or in connection with this Agreement in any other courts

or tribunals with jurisdiction. Accordingly, the Lender may take concurrent proceedings in any number of jurisdictions.

16.3 Dispute resolution. Any dispute relating to the Loan hereunder, or in respect of any rights, liabilities, and obligations arising out of this

Agreement shall be resolved by arbitration by a sole arbitrator appointed by the Lender. The sole arbitrator so appointed by the Lender

shall not be disqualified under the provisions of any applicable Law. The arbitration proceedings shall be carried out in accordance with the

provisions laid down by the Arbitration and Conciliation Act, 1996. The place of arbitration shall be a place within the territory of India and

shall be a place that the Lender may deem convenient for the purposes of administering the dispute in relation to the Loan Documents

and/ or the Loan, and the Borrower hereby agrees to abide by the choice of the Lender in relation to the place of arbitration. The arbitration

proceedings shall be conducted in the English language. The Parties shall equally share the costs of the arbitrator’s fees. Each Party shall

be responsible for the costs incurred towards the engagement of legal counsel or other advisors in connection with the arbitration

proceedings. The Parties hereby agree that the sole arbitrator appointed pursuant to this Clause 16.3 (Dispute Resolution) shall have the

right to apportion cost.

16.4 Survival. All covenants, representations, warranties of the Borrower under this Agreement shall continue in full force and effect until all

obligations have been satisfied. Clause 2.3 (Conflict of terms), Clause 2.4 (Joint and several liabilities), Clause 5.4 (Appropriation), Clause

5.5 (Deemed trust for repayment), Clause 7.1 (Security), Clause 9 (Representations and warranties), Clause 12 (Indemnification), Clause

16.2 (Governing Law), Clause 16.3 (Dispute Resolution), this Clause 16.4 (Survival), and the principles of interpretation set out in Schedule

1 (Loan Details) shall also survive the termination of this Agreement and shall be deemed to be continuing and in full and force and effect,

subject to applicable Law.

16.5 Time is of essence. Time is of the essence for the performance of all obligations in this Agreement and the other Loan Documents.

16.6 Severability. Any provision in this Agreement, which is or may become prohibited or unenforceable in any jurisdiction, shall, as to such

jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this

Agreement or affecting the validity or enforceability of such provision in the same or any other jurisdiction. Without prejudice to the
foregoing, the Parties will immediately negotiate in good faith to replace such provision with a proviso, which is not prohibited or

unenforceable and has, as far as possible, the same commercial effect as that which it replaces.
16.7 Attorney’s fees, costs and expenses. In any action or proceeding (including any order or award arising out of Clause 16.3 (Dispute

Resolution)) between the Borrower and Lender arising out of or relating to the Loan Documents, the prevailing Party shall be entitled to

recover its attorney’s fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled. Where,

however, the Expenses are covered under the Schedule of Fees and Charges, such Expenses shall be borne by the Borrower.

Without prejudice to the immediately foregoing sentence, the Borrower hereby declares and confirms having paid adequate stamp duties

and registration fees (including all differential duties payable in various states in India) on the counterpart(s) of the Loan Documents

retained by the Borrower, such that the Loan Document may be delivered or brought into any state or place within the territory of India

(including places outside the territory or place of its execution). Under no circumstances shall the Lender be liable to intimate the Borrower

of the requirement to stamp and/ or register the counterparts of the Loan Documents to be provided to the Borrower, or, otherwise,

ensure that the counterparts of the Loan Documents have been duly stamped by the Borrower. It shall be sole responsibility of the Borrower

to pay any and all amounts arising out of, or in connection with, applicable laws relating to Tax payable in relation to such Loan Documents.

16.8 Good Faith. The Parties are entering into this Agreement on the basis of the commercial good faith of the Parties and each Party shall

conduct their affairs in a manner that upholds such good faith. The Borrower shall not raise any defence, make any statement, or file any

response or counter-statement or counter-claim in respect of the Loan, or any Loan Document, without first adducing a duly stamp and, if

required, duly registered Loan Document (in counterpart held by such Borrower) before the appropriate forum.

16.9 Entire agreement. This Agreement and all exhibits, Appendices, and Schedules hereto embody the complete agreement and understanding

among the Parties with respect to the matters covered therein and supersede and preempt any prior understandings, agreements or

representation by or among the Parties, written or oral, which may have related to such matters.

THE OBLIGORS HEREBY CONFIRM THAT:

- THEY HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THE LOAN DOCUMENTS AND AGREE TO BE BOUND BY SUCH

TERMS,

- THE REPRESENTATIVES OF THE LENDER HAS EXPLAINED THE AGREEMENT AND THE TERMS OF THE LOAN DOCUMENTS AND HAS

ANSWERED ALL QUERIES OF THE OBLIGORS TO THE OBLIGORS SATISFACTION.

[IN CASE THIS DOCUMENT HAS BEEN ACCESSED IN AN ELECTRONIC FORM THEN THE OBLIGORS UNDERSTAND THAT BY CLICKING ON THE “I

ACCEPT” BUTTON THE OBLIGORS ARE ACCEPTING AND AGREEING TO THE TERMS OF THE LOAN DOCUMENTS.] 1
 SCHEDULE I LOAN DETAILS

PART A

(A) SCHEDULE FOR LOAN

1 Loan Account No.

2 Date of execution of the Loan Agreement

3 Place of execution of the Loan Agreement As per the agreement

4 Branch / Office

5 Branch / Office Address As per the sanctioned terms

6 Borrower’s Name

7 Borrower's Address
Email Id

Phone No.

8 Co-Borrower's Name(1)

9 Co-Borrower's Address(1)

Email Id

Phone No.

10 Co-Borrower's Name(2)

11 Co-Borrower's Address(2)

Email Id

Phone No.

12 Co-Borrower's Name(3) As recorded with the lender and/or in accordance with its

13 Co-Borrower's Address(3) constitution.

Email Id

Phone No.

14 Sanction Letter (Date & Ref. No.)

15 Principal Loan Amount

16 Disbursal of Loan Amount As per sanctioned terms

17 Tenor of the Loan [months as per sanction] from the date of first disbursement

under the Loan / commencement of the EMI.

18 Rate of Interest (ROI) (Effective) Rate of Interest: As per sanctioned terms

(Where ROI on floating basis)

*Benchmark rate + Spread. *Please refer Avanse website for

Present Benchmark rate.

 The Rate of Interest and the interest payable by the Borrower

shall be subject to changes, inter alia, arising out of changes in

the Risk Factors that had relied upon for the computation of

the Rate of Interest, and/ or mandated by RBI Directives.

Accordingly, the Borrower and each of the Obligors hereby

accepts and acknowledges that the Lender shall be entitled to

give effect to such revision(s) to the Rate of Interest pursuant

to changed circumstances, inter alia, based on changes in the

Risk Factors and/ or the RBI Directives from time to time, and

the Borrower and each of the Obligors hereby agrees and

confirms that it shall be bound by all actions taken by the

Lender in this regard.

WITHOUT PREJUDICE TO ANY PROVISION CONTAINED IN ANY

LOAN DOCUMENT, THE LENDER HEREBY RESERVES THE RIGHT

TO VARY THE RATE OF INTEREST UPON THE OCCURRENCE OF

AN EVENT OF DEFAULT.

19 Default Charges As per sanctioned terms

20 Specified Purpose

21 Details of EMI

As per the repayment schedule (as amended or supplemented in accordance with the T&C’s)

22 Fees and Charges* The Borrower shall bear all fees, charges, expenses, costs,

administrative costs, processing fees, chargeable in relation to

the Agreement or to the Loan in accordance with the Schedule

of Charges, a copy of which is available on:

https://avanse.com/schedule-of-charges.php.

[Note: Fees & Charges are not refundable]

23 Security As per sanctioned terms and relevant Appendix- 4 (Procedure in

relation to Security)

24 RULE OF PRECEDENCE.

Without prejudice to Clause 2.3 (Conflict of terms), in the event of any ambiguity, the following order of precedence shall be applied

in the construction of the Agreement or any Loan Document:

- first, the relevant Appendix;

- second, the terms of the relevant Schedule;

- third, the terms of the relevant Security Document, if any

- fourth, the terms of the relevant Loan Document (other than a Security Document or this Agreement); and

- fifth, the terms of this Agreement.

 PART B

CONDITIONS PRECEDENT

The Lender’s obligation to disburse the Loan on the Loan Disbursal Date(s) shall be subject to the satisfaction of the conditions precedent, set forth

below, to the satisfaction of the Lender:

1. The Borrower shall have completed all know-your-customer (KYC) procedures and other checks, that the Lender may require in accordance

with applicable Law;

2. There shall not have been a Material Adverse Change, in the sole opinion of the Lender;

3. The Borrower shall have furnish to the Lender certified true copies of all approvals as may be required under the Companies Act, 1956

and/or Companies Act, 2013 or other Applicable Law including without limitation resolutions passed by the board of directors of the

Borrower, in relation to this Agreement and Loan Document;

4. The Borrower shall have executed the Security Documents, created and perfected the Security in favour of AFSL;

5. Timely receipt of Confirmation and Declaration Letter;

6. Timely receipt of any and all documents, as may be reasonably requested by the Lender, evidencing that any amounts of the Loan already

disbursed to the Borrower(s) has been applied towards the Specified Purpose only;

7. There has been no Event of Default, to the sole satisfaction of the Lenders;

8. Timely receipt of the duly executed Drawal Request, as set out in Annexure 2 (Disbursal of Loan); and

9. Any other condition as the Lender may reasonably direct by way of a Notice to the Borrower to satisfy prior to the Loan Disbursal Date.

THE BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT THE LENDER SHALL HAVE THE RIGHT TO SATISFY ITSELF, IN ITS SOLE DISCRETION,

IN RESPECT OF EACH OF THE CONDITIONS PRECEDENT, SET OUT ABOVE, PRIOR TO EACH DISBURSAL TO BE MADE ON A LOAN DISBURSAL DATE.
 SCHEDULE 2

CONFIRMATION AND DECLARATION CERTIFICATE

To,

Avanse Financial Services Limited,

(Lender, which expression shall, unless repugnant to the context, include its successors, and assigns or novatees),

Dear Sir, Ma’am,

Ref: Loan Application No._________ or Loan Account No. ____________

This is with reference Clause 6.2 of the Agreement and in furtherance of the conditions precedent set out in Schedule 1 (Loan Details). All capitalized

terms used but not specifically defined herein shall have the meaning ascribed to such terms in the Agreement and/ or in Appendix 1 ( Definitions

and Interpretations).

1. It is hereby stated and confirmed as follows:

(i) Each representation and warranty made to the Lender is true and correct as on the date hereof.

(ii) The Loan/ portion of the Loan being disbursed shall be used only for the Specified Purpose, and, unless otherwise permitted, by the Lender

in writing, no later than 90 calendar days from the Loan Disbursal Date.

(iii) The Borrower and/ or the Obligors (as the case may be) shall provide the Lender with any and all documents that evidences, to the sole

satisfaction of the Lender, the deployment of the Loan/ the relevant portion of the Loan towards the Specified Purpose within the time

period mentioned above.

(iv) No Event of Default, and no events, conditions, and/ or circumstances which may constitute (or, with the giving of notice, lapse of time,

determination of materiality or satisfaction of other conditions, would be likely to constitute) an Event of Default, has occurred or is likely

to occur in the reasonable evaluation of the Borrower.

(v) In the reasonable evaluation of the Borrower there has been no Material Adverse Change between the date of the Agreement and the date

hereof.

(vi) The Borrower, and each of the other Obligors (to the extent applicable), has adhered to all the terms and conditions of the Loan Documents.

2. Each of the Obligors hereby sets forth the following confirmations in relation to the Agreement:

S.No. Specific Confirmation PLEASE SPECIFY IF

NOT ACCEPTABLE

WITH A ‘NO’

1. The Obligor is conversant with, and comprehends the, Yes

commercial/ business terms as it is used in the Agreement

and in commercial transactions of like nature.

 2. The Obligor agrees that Rate of Interest is fair and not Yes

excessive.

3. The Obligor has been provided a copy of the ‘Avanse – Fair Yes

Practice Code’.

4. Any information or data disclosed pursuant to Paragraph 4 Yes

herein shall not require the Lender to provide the Obligor

any prior Notice.

3. The Borrower understands that the Lender shall be under no obligation to disburse the Loan on the Loan Disbursal Date should the

Borrower’s responses in Paragraph 2 above be deemed to unsatisfactory to the Lender or misaligned to the commercial understanding

intended between the Parties.

4. Each of the Obligors hereby sets forth the following confirmations and consents in relation to the Loan, the Agreement, and the commercial

relationship between the Lender and each such Obligor:

S.No. Consent Details PLEASE SPECIFY IF

NOT ACCEPTABLE

WITH A ‘NO’

1. In relation to the information or data provided by the Borrower, including any

sensitive personal information or data, the Lender shall have the right to disclose

all or any such:

information and data relating to the Loan or other loans and Yes

credit facilities with Lender or its Affiliates and information in

relation to the Borrower’s repayment history and/ or the

other Obligor’s repayment history (as the case may be)

information or data relating to any other transaction that the Yes

Borrower has or had had with Lender or its Affiliates,

including but not limited to information relating to default, if

any, committed by the Borrower and/ or the other Obligor

(as the case may be)

information and data, as may be required by applicable Law, Yes

to be furnished to, or disclosed to a CIC, including CIBIL, the

RBI, or any other agency or body corporate authorised in this

behalf by the RBI or by Law

information or data, as may be required to monitor the Loan Yes

and the utilization thereof, and/ or to take steps toward the

recovery of the Outstanding Amounts (including recovery of

such Outstanding Amounts through third parties)

 information or data may be shared by Lender with its Yes

officers, personnel, third parties to carry out functions and

activities which are integral to the transaction between the

Parties

information or data, as may be required by the Lender, to Yes

enforce its rights under the Insolvency and Bankruptcy Code,

2016

Information or data may be shared by Lender with Yes

professional firms, third parties such as other financial

institutions and banking companies

2. The RBI, CICs, and/ or any other Governmental Authority, Yes

agency or body corporate to which information or data has

been transferred in accordance with the Law or the terms

hereof shall use, process, disseminate such information or

data in such manner as deemed fit in any particular

circumstances

3. The Lender may collect, use, process, store, transfer the information or data,

including any sensitive personal information or data, for any or all of the following

purposes:
Yes
Of data processing, statistical or risk analysis, conducting

credit or KYC or anti-money laundering checks, credit risk

management, or monitoring the Borrower’s credit

worthiness
Yes
Of meeting the disclosure requirements of any law binding

on Lender

4. The Lender shall have the right, directly or indirectly, to Yes

assign/ sell/ securitise/ discount/ transfer of the Loan or all

or any part of the Lender's right, title and interest in the

receivables along with the underlying security.

5. To receive information from the Lender, its Affiliates, or any Yes

other service provider regarding dues, marketing schemes,

various financial and insurance products, etc. in any one or

more of the following methods:

[A] Telephone even if Borrower’s name appears in Do Not

Call Register.; [B] E-mail [C] SMS; [D] Whatsapp; [E] other
communication channels under applicable laws

6. The Obligors expressly and irrevocably gives further Yes

consents as below:
 (i) The Lender is entitled (but not obliged) to contact at any

such place, person and/or entity, reasonably believed by the

Lender of having any connection with the Obligors, details of

which may be available with the Lender either directly or

indirectly in order to establish contact with the Obligors,

disclose relevant information regarding the Loan or procure

information that may be relevant for the Lender to service

the Loan or exercise its rights and obligations in terms of the

Agreement.

(ii) to the recording of telephone conversations with the

relevant personnel of the Lender in connection with this

Agreement or any potential transaction and agrees that

recordings may be submitted in evidence in any proceedings

to the extent permitted under the applicable law.

5. The Borrower understands that the Lender shall be under no obligation to disburse the Loan on the Loan Disbursal Date should the

Borrower’s responses in Paragraph 4 above be deemed to unsatisfactory to the Lender or misaligned to the commercial understanding

intended between the Parties.

The loan application processing by the Lender is subject to receipt of Obligors confirmations and acceptance to foregoing terms. With Obligors’

request to process the loan application, the Obligor(s) have expressly confirmed and accepted the foregoing terms.
 FORM OF DRAWAL REQUEST

TO BE PREPARED ONLY WHERE THE LOAN IS TO BE DISBURSED IN MORE THAN ONE INSTALLMENT

Date ____/_____/______

To,

Avanse Financial Services Limited,

Dear Sir, Ma’am,

Ref: The Agreement dated ____/_______/____ for Loan Account No. ___________

I/We request you to disburse INR __________________(______________________________________) sanctioned to me as the Loan/ as

an installment of the Loan. All capitalized terms used but not specifically defined herein shall have the meaning ascribed to such terms in the

Agreement and/ or in Appendix 1 ( Definitions and Interpretation).

I/ We request you to disburse the amount to the following bank account:

Name of Account Holder: PLEASE INSERT BANK ACCOUNT DETAILS FURNISHED IN THE KYC FORM

Bank Account No:

IFSC Code:

I/ We confirm that this Drawal Request is irrevocable.

Thanking you.

Yours Sincerely,

__________________
_______________

Borrower* Co-borrower 1*

________________

Obligor/(s)*
________________ ____________________

Co-borrower 2* Co-borrower 3*

*being Individual(s) / Company / Partnership Firm / Limited Liability Partnership / Proprietorship Concern / HUF / Trust pursuant to Board
Resolution/Authority Letter / Power of Attorney / HUF Letter / Trust Resolution
 APPENDIX 1

DEFINITIONS AND INTERPRETATION

For the purposes of the Agreement, in addition to the terms defined in the description of the Parties,:

(a) All capitalized words and expressions defined by inclusion in quotations and/or parentheses anywhere in this Agreement, have the

meaning, as ascribed to such words and expressions; and

(b) Following words and expressions shall have the meanings as set out in Paragraph 1.1 below.

1.1. DEFINITIONS

“Affiliate” means, a subsidiary, and/or holding company, and/or associate company, and/or a group company of AFSL/ Lender, where the

terms ‘subsidiary company’, ‘holding company’, and ‘associate company’ shall have the meanings ascribed to such terms in the Companies

Act, 2013, and in the RBI Directives or any other relevant statutes or regulations.

“Affirmative Covenants” means each of the covenants provided under the heading ‘Affirmative Covenants’ in Appendix 5 (Borrower’s

Undertakings).

“Borrower” means each such person who has executed, or acceded to, the Agreement in the capacity of a borrower and is mentioned as

such in Schedule 1 (Loan Details), and, in respect of the Loan, shall include all those persons mentioned as Borrowers and/or Co-Borrowers,

each of being liable to pay/repay the Loan in accordance with the terms of the Loan Documents.

“Bounce Charges” means the charges or fees payable by the Borrower to the Lender as charges where the PDCs issued by the Borrower/s

is not honored by the bank, or where ECS/ NACH or any other payment through a Repayment Mode is returned or not honoured, and such

charges, fees, and other amounts payable shall be as set out in the ‘Schedule of Charges’ as provided for in Schedule 1 (Loan Details).

“Business Day” means any day, excluding a Saturday, Sunday, and/ or any other day on which banks are allowed to be closed in the place

where the branch office of the Lender, as mentioned in the Schedule 1 (Loan Details), is located, is open for business.

“Co-Borrowers” means those Persons specified as such in the Loan Documents and/or Schedule 1 (Loan Details), or, as the case may be,

those Persons who have acceded to the Agreement.

“CIC” means a credit information company duly registered with the RBI.

“Confirmation and Declaration Letter” means the confirmation and declaration letter to be delivered to the Lender substantially in the

form set out in Schedule 2 (Confirmation and Declaration Letter).

“Consent” means any permit, permission, license, approval, authorization, consent, clearance, waiver, no objection certificate or other

authorization of whatever nature and by whatever name called which is required to be granted by any Governmental Authority.
“Deed of Hypothecation” means the deed of hypothecation entered into between the Borrower and Lender in the form set out in Appendix

4 (Procedure in relation to Security).

“Default Charges” means an additional rate of interest payable by the Borrower to the Lender in case of delay in payment of Instalments

or any other specified default, at the rate as mentioned in the ‘Schedule of Charges’ as provided for in Schedule 1 (Loan Details).

“Discretionary Transfer” means the absolute right and entitlement of the Lender to, without any requirement to make, or cause to be

made, any prior intimation to the Obligors, sell, transfer, securitise, and/or otherwise assign to any third-party or person, as the Lender

may decide, all or part of its right, title, and interest, in the Loan and/ or the Outstanding Amounts and on such terms as the Lender may

decide.

“Drawal Request” means the request received by the Lender in the form set out in the Annexures to Schedule 2 (Confirmation and

Declaration Letter).

“Due Date” means, in respect of:

a) the Instalment, the dates specified in Schedule 1 (Loan Details);

b) Outstanding Amounts (not included in the Instalments), within 5 (five) Business Days from the date on which the Borrower has

received notice from the Lender providing details of such Outstanding Amounts; and

c) any other amount payable under the Loan Documents, the date on which such amount falls due in terms of the Loan Documents,

or, as the case may be, if the due date is not specified in such Loan Document, upon demand by the Lender.

“ECS” or “NACH” means the electronic clearing services and electronic payment services, notified by RBI from time to time, being mode(s)

of effecting payment transactions using the services of a clearing house or any other platform or mechanism duly authorized in this regard

including without limitation the National Electronic Clearing Service.

“Encumbrance” mean any Lien, equitable interest, assignment by way of security, conditional sales contract, hypothecation, right of other

Persons, claim, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, commitment, restriction or

limitation of any nature whatsoever, including restriction on use, voting rights, transfer, receipt of income or exercise of any other attribute

of ownership, right of set-off, any arrangement (for the purpose of, or which has the effect of, granting security), or any other security

interest of any kind whatsoever, or any agreement, whether conditional or otherwise, to create any of the same.

‘Event of Default’ shall have the meaning as ascribed to it under Appendix 7 (Event of Default).

”Expenses” shall include all audit fees and expenses, costs and expenses (including attorney’s fees and expenses) for preparing, negotiating,
administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or
insolvency / bankruptcy proceedings or in connection with any actions taken by Lender upon occurrence of an Event of Default) or

otherwise incurred with respect to the Borrower and / or the Loan.

“Governmental Authority” means any international, supranational, national, federal, state, provincial, county, municipal, regional or local

government, foreign or domestic, or any political subdivision thereof, and any entity, department, commission, bureau, agency, authority,

board, court or other similar body or quasi-governmental body exercising executive, legislative, judicial, regulatory or administrative

functions of or pertaining to any government or other political subdivision thereof and with jurisdiction in respect of the relevant matter.

”GST” means Central Goods and Services Tax Act, 2017 (CGST Act), the State Goods and Services Tax (SGST) Act, 2017, Integrated Goods

and Services Tax (IGST) Act, 2017, Union Territory Goods and Service Tax (UTGST) Act, 2017 and any other taxes levied under the applicable

Law on goods and services.

“Guarantor” means the Person(s) who have guaranteed the repayment of the Loan and/or is named as such in Schedule 1 (Loan Details).

“Hypothecated Assets” shall have the meaning ascribed to such term in the Deed of Hypothecation as set out in Schedule A of Appendix

4 (Procedure in relation to Security).

"Intellectual Property" includes ideas, concepts, creations, discoveries, inventions, improvements, know how, trade or business secrets;

trademarks, domain names, brand value, service marks, designs, utility models, tools, devices, models, methods, procedures, processes,

systems, principles, synthesis protocol, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas,

teaching techniques, proprietary techniques, research projects, and other confidential and proprietary information, databases, data,

documents, instruction manuals, records, memoranda, notes, user guides; in either printed or machine-readable form, whether or not

copyrightable or patentable or protectable under any other intellectual property law, or any written or verbal instructions or comments.

“Intellectual Property Rights” include (i) all rights, title, and interest under any statute or under common law including patent rights;

copyrights including moral rights; and any similar rights in respect of Intellectual Property, anywhere in the world, whether registrable or

not; (ii) any licenses, permissions and grants in connection therewith; (iii) applications for any of the foregoing and the right to apply for

them in any part of the world; (iv) right to obtain and hold appropriate registrations in Intellectual Property anywhere in the world and, (v)

all extensions and renewals thereof (vi) causes of action in the past, present or future, related thereto including the rights to damages and

profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the

same.

“Law” includes all statutes, enactments, acts of the legislature in India, laws, ordinances, rules, bye-laws, regulations, notifications,

guidelines, policies, directions, directives and orders of any governmental authority, instrumentality of the government and/or regulator.

“Lien” is a lien, mortgage, deed of trust, charge, pledge, security interest or other Encumbrance.
“Loan” means the loan/s or credit facilities sanctioned by the Lender to the Borrower for an amount as mentioned in Schedule 1 (Loan

Details) of this Agreement.

“Loan Documents” means, collectively:

a) the application form submitted by the Borrower;

b) the Agreement;

c) Appendices annexed and Schedules attached to the Agreement;

d) the sanction letter;

e) the Security Documents;

f) any other document executed from time to time pursuant to any of the foregoing to which the Borrower or the Lender is a party;

and

g) any other agreement or document which the Lender designates as a Loan Document.

“Loan Disbursal Date” is the dates on which the Loan is credited in the Account of the Borrower as per the details provided by him in

Appendix 2 (Disbursal of the Loan).

“Loss(es)” means all direct and indirect losses, liabilities, obligations, claims, demands, actions, suits, judgments, awards, fines, penalties,

taxes, interest or penalty on taxes, fees, settlements and proceedings, costs, expenses, deficiencies, damages (whether or not resulting

from third party claims), including interest and penalties with respect thereto and out-of-pocket expenses, including attorneys’ and

accountants’ fees and disbursements, which are directly and indirectly suffered or incurred by a Person.

“Material Adverse Change” means (i) a material impairment, in the opinion of Lender, in the perfection of Lender’s Lien in the Security or

in the value of such Security (ii) a material adverse change, in the opinion of Lender, in the business, operations or condition (financial or

otherwise) of Borrower (iii) a material impairment of the prospect of repayment of any portion of the Outstanding Amounts, in the opinion

of Lender.

“Instalments” or “EMls”, means the amount payable in such frequency as specified by the Lender, and in case of EMIs, every month, by

the Borrower to the Lender and such amount shall comprise the principal amount of the Loan, interest, and other Outstanding Amounts,

the details of which are set out in Schedule 1 (Loan Details).

“Mortgaged Properties” shall have the meaning ascribed to such term as set out in Schedule B of Appendix 4 (Procedure in relation to

Security).

“NBFC” means a non-banking financial company as defined in Section 45I of the RBI Act, 1934.

“NEFT” means National Electronic Fund Transfer in terms of the regulations and directions issued by RBI or any other competent

Governmental Authority.
“Negative Covenants” means each of the covenants provided under the heading ‘Negative Covenants’ in Appendix 5 (Borrower’s

Undertakings).

“Notice” means any notice to be provided by a Party in accordance with the terms of the Loan Documents.

“Obligors” means Borrowers and co-Borrowers, if any, and Guarantors, if any, as defined in Schedule 1 (Loan Details).

“Outstanding Amount(s)” means, as on any given date, the total amount outstanding due and payable to the Lender in accordance with

the terms of the Loan Document, and, for avoidance of doubt, it shall always comprise the following:

a) principal amount of the Loan outstanding on such date;

b) the interest due and payable to the Lender;

c) all Expenses incurred by the Lender whether or not the Lender has provided Notice to the Borrower; and

d) any other Outstanding Amount owing to the Lender in relation to the Loan Documents or otherwise.

“PDC” means postdated cheque(s) drawn in favor of the Lender.

”PDC swap charges” means an amount payable by the Borrower to the Lender for replacement or exchange of the PDCs submitted by the

Borrower without being required by the Lender, details of which are provided in the ‘Schedule of Charges’ as provided for in Schedule 1

(Loan Details).

“Prepayment Fee” means the prepayment fees as set out in the ‘Schedule of Charges’ as provided for in Schedule 1 (Loan Details).

‘Power of Attorney’ means an irrevocable Power of Attorney as set out in Schedule C of Part I of Appendix 4 (Procedure in relation to

Security);

“Rate of Interest” means the rate of interest in relation to the Loan and/ or the Outstanding Amount(s) specified in Schedule 1 (Loan

Details).

“Repayment Modes” means the payment of the Installments and the Outstanding Amounts, as the case may be, by any of the following

modes, in accordance with procedures set out in Appendix 3 (Payment Procedures).

a) ECS/NACH;

b) NEFT;

c) PDCs;

d) RTGS;

e) Standing instructions at the bank; and

f) Any other instrument suitable from time to time.

“RBI” means the Reserve Bank of India;

“RBI Directive” means any directions, regulations, circulars, and relevant communique issued by the RBI.

“Rights of Management” means the right to take over the control and management of the Borrower, and, without prejudice to the

generality of the meaning ascribed to the term, shall include, subject to applicable laws, the right to: (i) take over the operations of the

Borrower, (ii) substitute or restructure the extant management of the Borrower as the Lender may deem fit, (iii) appoint independent

auditors/ consultants to review, inspect, and evaluate the affairs of the Borrower, (iv) carry out any technical, legal, and/ or financial

inspection or audit in respect of the affairs of the Borrower, (v) convert the Outstanding Amount(s), in full or part, to unit of ownership or

membership in the Borrower, where the Borrower is a juridical person, at the face value or at market value of such unit, whichever is lower,

and/ or (vi) otherwise exercise or cause to be exercised and other right of management and control over the Borrower as the Lender may

deem fit. For avoidance of doubt, where the Borrower is a partnership registered under the Partnership Act, 1932 or any other business

vehicle which does not have a separate legal personality, the Lender shall have the right to cause the exercise of any and all rights of

management or control over such Borrower.

“Risk Factors” means each of the factors and parameters applied, or as may be applied, by the Lender in the computation of the Rate of

Interest payable by the Borrower in respect of the Loan, and which may include, inter alia, the market cost of borrowed funds, general

market conditions and liquidity, changing credit risk profile of the Lender or the Borrower, and the interest rate policy of the RBI.

“Rupees” or “Rs.” means Indian rupees, the lawful currency of India for the time being.

”RTGS” means real time gross settlement in terms of the regulations and directions issued by RBI or any other competent Governmental

Authority.

”Security” means the mortgage, guarantees, hypothecation, pledged shares or any other security interest or any other agreement or

arrangement having the effect of conferring security, Lien, or other Encumbrance in favor of the Lender in relation to the Loan, and created

pursuant to the terms of the Agreement and Appendix 4 (Procedure in relation to Security).

“Security Document” means the instrument executed by the Borrower creating a Security in favor of the Lender pursuant to the terms of

the Agreement and Appendix 4 (Procedure in relation to Security).

“Specified Purpose” means the purpose for which the Loan has been issued and sanctioned, the details of which shall be set out in Schedule

1 (Loan Details), and where such purpose has been subsequently modified, whether by the Borrower in consultation with the Lender, or

by the Lender in its sole discretion, the ‘Specified Purpose’ shall be the purpose expressly recorded in the Notice provided by the Borrower

and acknowledged by the Lender, or, as the case may be, the purpose expressly recorded in the Notice provided to the Borrower by the

Lender.
 “Taxes” means any and all present and future income and other taxes, levies, GST, rates, imposts, duties, deductions, charges and

withholdings whatsoever imposed by any Governmental Authority and all penalties, fines, surcharges, interest or other payments on or in

respect thereof and “Tax” and “Taxation” shall be construed accordingly.

1.2. INTERPRETATIONS:

In this Agreement, unless the contrary intention appears,

1.2.1 A reference to:

1.2.1.1 "agreement / document / undertaking / deed / instrument / indenture / writing" includes all amendments made thereto

from time to time as also all schedules, annexures and appendices thereto; an "amendment" includes a supplement,

modification, novation, replacement or re-enactment and "amended" is to be construed accordingly;

1.2.1.2 "assets" includes all properties whatsoever both present and future, (whether tangible, intangible or otherwise),

investments, cash-flows, revenues, rights, benefits, interests and title of every description;

1.2.1.3 "authorization" or “consent” or “approval” includes, without limitation, an authorization, consent, clearance, approval,

permission, resolution, license, exemption, filing and registration;

1.2.1.4 "repayment" includes repaid, repayable, repay;

1.2.1.5 "Schedules", “Appendices” “addenda” means reference to the relevant Schedule, Appendix, or addendum to this

Agreement;

1.2.1.6 a Sub-clause, Section or a Schedule of this Agreement shall denote a reference to such Sub-clause, Section or Schedule

as specified, of this Agreement;

1.2.1.7 the singular includes the plural (and vice versa); and

1.2.1.8 a gender shall include references to the female, male and neuter genders.

1.2.2 The index to and the headings in this Agreement are inserted for convenience of reference only, and are to be ignored in

construing and interpreting this Agreement.

1.2.3 Reference to the words "include" or "including" shall be construed without limitation. The interpretation of general words shall

not be restricted by words indicating a particular class or particular examples.

1.2.4 All approvals, permissions, consents or acceptance etc. required from Lender for any matter under this Agreement shall require

the prior and written approval, permission, consent or acceptance of Lender.

1.2.5 The words 'hereof, 'herein', and 'hereto' and words of similar import when used with reference to a specific Section or Sub-clause

in, or Schedule to, this Agreement shall refer to such Section or Sub-clause in, or Schedule to this Agreement, and when used

otherwise than in connection with specific Sections, Sub-clauses or Schedules, shall refer to this Agreement as a whole.

1.2.6 A reference to a "month" is a reference to a period starting on one day in a calendar month, and ending on the date immediately

before the numerically corresponding day in the next calendar month, except that if there is no numerically corresponding day

in the month in which that period ends, that period shall end on the last day in that calendar month.

1.2.7 The word "drawals", "draw", and "drawn" shall include disbursements / drawings from time to time under the relevant Term

Loan and/or issuance of bank guarantees and / or letters of credit and / or co-acceptance / acceptance of bills by Lender.

1.2.8 With respect to capitalized terms (i) all capitalized terms used but not specifically defined herein shall have the respective

meanings ascribed to them under the relevant Schedule(s); and (ii) all capitalized terms used but not specifically defined in a

Schedule shall have the respective meanings ascribed to them in the main body of this Agreement or in the other relevant

Schedule(s).

1.2.9 Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be

calculated by excluding the day on which the period commences and including the day on which the period ends and by reducing

the period to the preceding Business Day if the last day of the period is not a Business Day.

1.2.10 Whenever any payment to be made or action to be taken under this Agreement is required to be made or taken on a day

(“Scheduled Day”) other than a Business Day, such payment shall be made or action taken on the Business Day immediately

preceding such Scheduled Day.

 APPENDIX 2

DISBURSAL OF THE LOAN

1. DETAILS OF DISBURSEMENT

1.1. The Loan may be disbursed in 1 (one) or more installments, as set out in Schedule 1 (Loan Details), and in accordance with the Lender’s

policy. The decision of the Lender shall be final, conclusive and binding on the Borrower. If so required, the Borrower shall acknowledge

receipt of each disbursement, in the form required by the Lender.

1.2. Each disbursement of the Loan shall be governed in accordance with the terms of the Agreement and all the disbursements of the Loan

taken together shall be treated as a single obligation in the nature of a debt owed by the Borrower to Lender.

2. MODE OF DISBURSEMENT

2.1. The Loan shall be disbursed by the Lender in accordance with the schedule set out in Schedule 1 (Loan Details).

2.2. The Loan (or any installment thereof) shall be released to the Borrower only upon receipt of the Drawal Request.

2.3. The Borrower also agrees and recognizes that (i) the Lender will not be bound to accept and/or act upon any oral or facsimile instructions

from the Borrower; (ii) the security and control procedures provided by the Lender are not designed to detect errors in transmission and

content, including discrepancies between names and account numbers, and the Lender may execute an instruction relying solely upon the

contents to be true, accurate, correct, and complete, and provided in good faith.

2.4. Without prejudice to Clause 12 (Indemnification) of the Agreement, the Borrower hereby agrees to indemnify and agrees to keep the

Lender, its employees, officers, directors, agents, intermediaries, and representatives, defended, saved, harmless, and indemnified from

and against any and all costs, charges, expenses, losses, demands, liabilities of any nature whatsoever (direct or indirect) including the

Lender’s legal fees and expenses resulting from an act or omission, including delay in response to instructions or communication to the

Lender to disburse funds or arising from and out of any improper or fraudulent instructions for disbursement or otherwise received or

purported to be received from or on behalf of the Borrower.

3. DELAY IN RECEIPT OF DRAWAL REQUEST, ETC.

3.1. It is hereby clarified that in case the Borrower does not obtain the disbursal of the Loan (as per Paragraph 2 above) on the Loan Disbursal

Date(s), the Lender shall nevertheless be entitled to exercise all rights vested in the Lender, including the right to enforce the Security or,

as the case may be, cause the repayment of the Outstanding Amount(s).
 APPENDIX 3

PAYMENT PROCEDURE

1. REPAYMENT OF LOAN

1.1. The Borrower shall repay the Outstanding Amounts in Instalments on the Due Date(s) as set out in Schedule 1 (Loan Details). The Borrower

may pay the Instalments through any of the Repayment Mode(s) or as per the specific instructions of the Lender.

1.2. The Lender shall be entitled to appropriate the Instalments towards the Outstanding Amounts as set out in Clause 5.4 (Appropriation).

1.3. It is hereby clarified that the Lender shall provide Notice to the Borrower of Expenses incurred and consequent changes to the Outstanding

Amount(s), if any, shall be adjusted in each Instalment. Where the Borrower has provided PDCs, the Outstanding Amounts attributable to

Expenses incurred shall be adjusted by requiring the Borrower to remit such additional amounts to the Lender separately.

2. DELAY IN PAYMENT

2.1. The Borrower’s obligation to repay the Loan upon the expiry of the tenor of the Loan is absolute.

2.2. The Borrower shall pay each Instalment on the Due Date without any demur or protest or default and without claiming any set-off or

counterclaim on respective dates on which the same are due or otherwise. The Lender shall be under no responsibility to provide Notice,

reminder or intimation to Borrower in relation to the payment of the Instalment on the Due Date. The Borrower shall be responsible to

ensure prompt and regular payment of the Instalments on each Due Date(s).

2.3. Notwithstanding anything in the Loan Documents, in case of any delay in the payment of the Instalment or non-payment of any portion of

the Outstanding Amount(s), the Lender shall have the right to charge the Borrower the Default Charges above the Rate of Interest, and

such Default Charges shall be added to the Outstanding Amount(s) owing to the Lender and shall be deemed to form part of the Loan. The

Lender shall have the right to continue charging the Default Charges until the payment of the Instalment(s) or repayment of the Outstanding

Amount(s), as the case may be, to the satisfaction of the Lender. It is hereby clarified that the rights of the Lender contained in this

Paragraph 2.3 shall be without prejudice to the rights of the Lender in relation to an Event of Default.

2.4. Where the Borrower fails to make the prepayment of the Outstanding Amount(s) as required Paragraph 5.1 and Paragraph 5.2, the Lender

shall have the right to charge the Borrower the Default Charges above the Rate of Interest, and such Default Charges shall be added to the

Outstanding Amount(s) owing to the Lender and shall be deemed to form part of the Loan. The Lender shall have the right to continue

charging the Default Charges until the repayment of the Outstanding Amount(s) to the satisfaction of the Lender. It is hereby clarified that

the rights of the Lender contained in this Paragraph 2.4 shall be without prejudice to the rights of the Lender in relation to an Event of

Default.

2.5. Where the Borrower fails to make the prepayment of the Outstanding Amount(s) as required under Paragraph 5.3 and Clause 5.2

(Repayment on demand), the Lender shall have the right to charge the Borrower the Default Charges above the Rate of Interest, and such

Default Charges shall be added to the Outstanding Amount(s) owing to the Lender and shall be deemed to form part of the Loan. The

Lender shall have the right to continue charging the Default Charges until the repayment of the Outstanding Amount(s) to the satisfaction

of the Lender. It is hereby clarified that the rights of the Lender contained in this Paragraph 2.5 shall be without prejudice to the rights of

the Lender in relation to an Event of Default.

3. PREPAYMENT

3.1. The Borrower may make pre-payment of the Outstanding Amount(s) is whole or in part. At the request of the Borrower, the Lender may,

in its sole discretion, accept the prepayment of all of the Outstanding Amount(s) and close the Loan; provided, however, that the

prepayment shall be accepted subject to the Borrower paying the Prepayment Fee.

3.2. The Borrower may also request the Lender to accept a prepayment of only a part of the Outstanding Amount(s); provided, however, that,

in addition to the payment of the Prepayment Fee, the prepayment of part of the Outstanding Amount(s) shall be for an amount not less

than the amount payable in 3 (three) Instalments as set out in Schedule 1 (Loan Details).

3.3. Where the Borrower has made a prepayment of a part of the Outstanding Amount(s) in accordance with Paragraph 3.1 or Paragraph 5.1,

the remainder of the Outstanding Amount(s) shall be paid to the Lender basis a shortened tenor for the Loan or the quantum of the

Instalment shall be reduced without any change to the tenor for the Loan, as may be decided by the Lender in its sole discretion.

4. EVENT OF DEFAULT PAYMENTS

4.1. Any amount payable by the Borrower to the Lender upon the occurrence of an Event of Default shall be paid forthwith and the payment of

such amounts to the Borrower shall be made in the form and manner requested by the Lender at its sole discretion.

4.2. Without prejudice to Paragraph 4.1, it is hereby clarified that it shall be the responsibility of the Borrower to repay all Outstanding

Amount(s) to the Lender immediately upon the occurrence of an Event of Default, unless such requirement is specifically waived by the

Lender. Nothing in this Paragraph shall be construed to prejudice any other rights and remedies of the Lender, available to it under the

Loan Documents, law or equity, upon the occurrence of an Event of Default.

5. MANDATORY PREPAYMENT

5.1. The Borrower hereby agrees to immediately arrange for the repayment/ prepayment of all or part of the Outstanding Amounts, without

requirement to pay any Prepayment Fee, from the proceeds from any amount received by the Borrower from the following events:

5.1.1. Receipt of any insurance proceeds to the extent such insurance proceeds are not utilized for reinstating the damaged Security

(where the Security furnished is a property);

5.1.2. Receipt of proceeds from sale/ transfer/ disposal of Security (where the Security furnished is a property); and

5.1.3. Receipt of liquidated damages in relation to the Security (where the Security furnished is a property).

5.2. The Borrower shall be required to make the prepayment of the Outstanding Amount(s) pursuant to Paragraph 5.1 promptly and in any case

within 10 Business Days from the date of occurrence of the event(s) set out in Paragraph 5.1.

5.3. Where the Lender demands the repayment of the Outstanding Amount(s) pursuant to Clause 5.2 (Repayment on demand), the Borrower

shall repay the Outstanding Amount(s) to the Lender in the manner as specified in the Notice provided by the Lender. The Borrower shall

be required to make the repayment of the Outstanding Amount(s) promptly and in any case within 10 Business Days from the date of the

Notice provided by the Lender, which period may, upon application by the Borrower, be further extended (at the Lender’s sole discretion)

for a further period not exceeding 7 (seven) Business Days.

5.4. The Lender may, at its sole discretion, choose to offer to the Borrower concessions in respect of the amount of interest payable on the
Loan where such Borrower is required to make a mandatory repayment of the Outstanding Amount(s) pursuant to Clause 5.2 (Repayment

on demand) and Paragraph 5.3; provided, however, that the Borrower may only avail of such concessions offered by the Lender if the

Borrower remits the Outstanding Amount(s) as on the date on which the Notice demanding repayment was provided by the Lender, prior
 to the 10 Business Day period provided to the Borrower, It is hereby clarified that no such concession shall be available to the Borrower

where repayment of the Outstanding Amount(s) is made after the said 10 Business Day period.

5.5. For abundant clarity, any mandatory repayment of the Outstanding Amount(s) pursuant to Paragraph 5.3 and Paragraph 5.4, shall include

the amount of interest payable up to the date on which such repayment is made. Any concession provided by the Lender in respect of the

interest amounts due and payable pursuant to Clause 5.2 (Repayment on demand) and Paragraph 5.3 shall operate as a waiver in

accordance with Clause 15.1 (Waiver) only in respect of the interest amounts actually waived.

6. TREATMENT OF TAXES AND EXPENSES

6.1. The Borrower shall be responsible of all Taxes in relation to, and in connection with, the Loan and the Loan Documents. Where the Lender

shall have incurred any Expenses on account of the Borrower, it shall be the responsibility of the Borrower to reimburse the Lender for

such Expenses forthwith. If no reimbursement is received by the Lender for such Expenses incurred, the amount of Expenses shall be

treated as an Outstanding Amount and interest shall be charged on such amount at the Rate of Interest.

7. OTHER TERMS OF PAYMENTS

7.1. The Borrower shall make repayments of the Outstanding Amount(s) only in the Repayment Modes approved.

7.2. The Borrower hereby acknowledges and agrees that if the repayment of Outstanding Amount(s) is made in cash then the Borrower shall

be required to adhere to the indemnification obligations set out in Paragraph 7.5 and Clause 12 (Indemnification).

7.3. Where the Borrower makes any payment by way of a cheque or submits PDCs for the purposes of the repayment of the Outstanding

Amount(s), the cheque (including PDCs) so submitting should adhere to the following rules:

i. All cheques shall be drawn in the favor of ‘Avanse Financial Services Limited’.

ii. All cheques should be complete in all respects such that the cheque is honored upon being presented to the relevant drawee

financial institution.

iii. The cheques should be free of mistakes, overwriting, corrections; such mistakes/ correction, even when countersigned by the

drawer, are not accepted by banks.

iv. The Lender shall have the right (but not the obligation) to complete or rectify mistakes/ errors in such cheques; provided,

however, that the Borrower shall be liable to pay Bounce Charges and other Expenses arising out of such cheques.

7.4. The Lender shall not be liable for any errors, mistakes, or damages cause to the cheques submitted to the Lender.
7.5. Without prejudice to Clause 12 (Indemnification) of the Agreement, the Borrower hereby agrees to indemnify and agrees to keep the

Lender, its employees, officers, directors, agents, intermediaries, and representatives, defended, saved, harmless, and indemnified from

and against any and all costs, charges, expenses, losses, demands, liabilities of any nature whatsoever (direct or indirect) including the

Lender’s legal fees and expenses resulting from an act or omission in relation to the payments received from the Borrower or in relation to

instruments accepted from the Borrower by the Lender.

7.6. The Lender is entitled to make changes in the components of repayment schedule as the Lender may deem fit basis Lender’s credit

assessment and any such change shall be binding on the Obligors prospectively.
 APPENDIX 5

BORROWER’S UNDERTAKINGS

AFFIRMATIVE COVENANTS

Till such time as any Outstanding Amount is due and payable to the Lender, the Borrower shall ensure the following:

1. The Borrower shall promptly, where applicable:

a. Notify Lender in writing if it becomes aware of any fact, matter or circumstance (whether existing on or before the date of this

Agreement or arising afterwards) which would cause any of the representations and warranties of the Borrower under this Agreement

or the other Loan Documents to become untrue or inaccurate or misleading in any material respect.

b. Notify Lender in writing if it has committed any default or is in breach of any of its covenants under this Agreement or the other Loan

Documents or if it becomes aware of any fact, matter or circumstance (whether existing on or before the date of this Agreement or

arising afterwards) which may give rise to a possibility of any breach of its covenants under this Agreement or the other Loan

Documents.

c. Notify Lender in writing if it becomes aware of any fact, matter or circumstance which may have any Material Adverse Change or may

give rise to any Material Adverse Change.

d. Deliver to Lender, copies of every notice of default, termination, material claim or material demand made, against it or by it and notify

Lender about any action or event, pertaining to or having the effect of revocation, repudiation, denial or cancellation of any

authorization.

e. Notify Lender of: (i) every action or steps taken or legal proceedings started by or against it in any court of law for its winding-up,

dissolution, administration or reorganization or for the appointment of a receiver, administrator, administrative receiver, trustee or

similar officer of the Borrower or of any or all of the Collateral; and / or (ii) any litigation, arbitration, administrative or other

proceedings initiated or threatened against the Borrower or its assets.

f. Notify Lender of any material loss or damage which the Borrower may suffer due to any event, circumstances or an act of God.

g. Deliver to Lender copies of any documents made available by the Borrower to any of its creditors (or any class of them) at the same

time as they made available to such other creditor.

h. Deliver to Lender any information or documents as may be reasonably required by Lender in relation to the Loan, from time to time.

i. Notify Lender in the event it contracts, creates, incurs, assumes or suffers to exist any further Indebtedness (including the issuance of

guarantees, indemnities or other similar arrangements), in any manner whatsoever, except as specifically permitted under this

Agreement or as maybe specifically approved in writing by Lender which permission/approval shall not be unreasonably withheld

2. The Borrower shall maintain its existence, corporate or otherwise, and right to carry on business and operations and ensure that it has the

appropriate, requisite Consents and is duly qualified to conduct its business and operations as it is conducted in all applicable jurisdictions

and will obtain and maintain all franchises, consent, approvals, and rights necessary for the conduct of its business and operations in such

jurisdictions

3. The Borrower shall comply with all its obligations under each Loan Document.
4. The Borrower shall keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and

location, and as Lender may reasonably request. Insurance policies shall be in a form and with companies that are satisfactory to Lender.
5. Borrower shall mortgage any immovable property (if required by the Lender), held by the Borrower as on the Closing Date and not

mortgaged to Lender as on that date, in favor of Lender in such form and manner as may be decided by Lender.

6. Borrower shall (i) protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Lender in

writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to

be abandoned, forfeited or dedicated to the public without Lender’s written consent.

7. From the date hereof and continuing through the termination of this Agreement, the Borrower shall make available to Lender, without

expense to Lender, Borrower's books and records, to the extent that Lender may deem them necessary to prosecute or defend any third-

party suit or proceeding instituted by or against Lender with respect to any Collateral or relating to the Borrower.

8. The Borrower shall ensure that no actions are performed by the Borrower, which would result in any of the representations and warranties

of the Borrower under this Agreement from being breached or rendered false, inaccurate or misleading.

9. The Borrower shall ensure that any and all amounts disbursed as part of the Loan by the Lender shall be applied only towards the Specified

Purpose, and unless otherwise permitted by the Lender in writing, no later than 90 calendar days from the Loan Disbursal Date.

10. The Borrower shall provide the Lender with any and all documents that evidences, to the sole satisfaction of the Lender, the deployment

of the Loan/ the relevant portion of the Loan towards the Specified Purpose within the time period mentioned above.

11. Records and Inspection:

a. The Borrower shall keep and maintain in accordance with good business practice and applicable Laws, all statutory books, books of

accounts, bank statements and other records of the Borrower relating to the Loan availed under this Agreement.

b. The Borrower shall allow the Lenders to inspect records and documents relevant to the performance of the Obligations of the Borrower

under this Agreement and under the other Loan Documents. Any such representative of Lender shall have free access at all reasonable

times to the assets, the place/s at which such assets are situated and shall receive full co-operation and assistance from the Borrower

and its employees.

c. The cost of inspection, including costs incurred towards travel and all other expenses shall be borne and payable by the Borrower to

Lender.

12. The Borrower shall, at all times, cooperate with the Lender for the purposes of the administration of the Loan and shall ensure the full and

final settlement of the Loan and all Outstanding Amount(s) on the respective Due Date(s).

NEGATIVE COVENANTS
Till such time as any Outstanding Amount is due and payable to the Lender, the Borrower shall not, without the prior written consent of the Lender,

undertake any of the following:

1. Use the Loan for anything other than the Specified Purpose stated in Schedule 1 (Loan Details).

2. Engage in any business other than the businesses currently (as on the Effective Date) engaged in by Borrower, either alone or in partnership

or joint venture with any other Person, nor acquire any ownership interest in any other entity or Person or enter into, any profit-sharing or

royalty agreement or other similar arrangement whereby the Borrower's income or profits are, or might be, shared with any other entity

or Person, or enter into any management contract or similar arrangement whereby its business or operations are managed by any other

Person.
3. Contract, create, incur, assume or suffer to exist any Indebtedness in any manner whatsoever except as specifically permitted under this

Agreement or as maybe specifically approved in writing by Lender.

4. Create, any Encumbrance upon the Assets/ Property (including the Intellectual Property Rights) of the Borrower.

5. Undertake or permit any re-organization, re-capitalization, liquidation, dissolution, merger, de-merger, consolidation, scheme or

arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction, in case the

Borrower is a body corporate.

6. Make any investments whether by way of deposits, loans, or investments in share capital or otherwise, in any concern or provide any credit

or give any guarantee, indemnity or similar assurance or surety except as specifically permitted under this Agreement or as may be

specifically approved by Lender in writing which approval shall not be unreasonably withheld.

7. Change its financial year, accounting methods or policies or amend or modify its memorandum or articles of association or such other

similar constitutional documents, in case the Borrower is a body corporate, provided that Lender shall not withhold, deny or delay its

consent unreasonably.

8. Make any change to its board of directors in case the Borrower is a body corporate, unless such change is in relation to nomination of

directors to the board of the Borrower by the existing investors of the Borrower pursuant to such investors’ right to nominate directors

under the Articles of Association.

9. Permit any change of the key managerial personnel of the Borrower, in case the Borrower is a body corporate.

10. Obstruct the administration of the Loan by the Lender, including the process of the recovery of the Outstanding Amount(s).

11. Conduct its affairs in a manner such that the Lender is unable to exercise effective administrative control over the Loan or is unable to take

steps to recover the Loan.

 APPENDIX 6

BORROWERS’ REPRESENTATIONS AND WARRANTIES

1 Authority and Capacity

1.1 The Borrower and in case the Borrower is a body corporate, each of the Borrower’s subsidiaries, have been duly incorporated and

organized, and is validly existing in good standing, under the respective Law of the country of incorporation.

1.2 Each of the Borrower and in case the Borrower is a body corporate, its subsidiaries, has the power and authority to own and operate a

substantial part of its assets and properties and to carry on its business in substantially the same manner as it is currently conducted.

1.3 The Borrower and in case the Borrower is a body corporate, its subsidiaries, have all material permits, approvals, authorizations, licenses,

registrations, and consents including registrations necessary for the conduct of their respective businesses as currently conducted.

1.4 Subject to applicable Law and the consents to be procured in relation to the performance of the obligations of the Borrower, under the

Agreement and other Loan Documents, the Borrower have, or will have the legal right, power and authority to enter into, deliver and

perform the Agreement, Loan Documents and all other documents and instruments required to be executed pursuant thereto or in

connection therewith, and such documents, when executed, will constitute valid and binding obligations and be enforceable against the

Borrower in accordance with their respective terms.

1.5 Subject to applicable Law and the consents to be procured in relation to the performance of the obligations of the Borrower under the

Agreement and other Loan Documents, the Borrower has the legal right, power and authority to deliver and perform its obligations under

this Agreement, Loan Documents and the Borrower represents that all consents, and actions of, filings with and notices to any

Governmental Authority as may be required to be obtained by the Borrower in connection with the execution, delivery and performance

by the Borrower of this Agreement and/or the transaction have been obtained.

1.6 The Borrower hereby confirms that there has been no, and there exists no, Material Adverse Effect on the business and operations of the

Borrower and in case the Borrower is a body corporate ,its subsidiaries and that it has no notice of any action or investigation or other

proceedings of any nature whatsoever, by any Government authority or any other Person which would restrain, prohibit or otherwise

challenge the Obligations or would be likely to have a Material Adverse Effect on the Borrower or its subsidiaries or their respective

businesses and operations.

1.7 All written materials provided by the Borrower to Lender do not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements contained therein, in light of circumstances under which they are made, not misleading, except that

with respect to assumptions, projections and expressions of opinion or predictions contained in such written materials, the Borrower

represents only that (i) the assumptions are described in reasonable detail therein and (ii) such assumptions are reasonable given the

operations of the Borrower to date, the current state of the economy and the existing assets, liabilities, sources of capital and other business

factors involving the Borrower.

1.8 The application form is true and accurate in all material respects, is not misleading and does not omit any material fact, the omission of

which would make any fact or statement therein misleading and the credit application shall be deemed to form part of the warranties

herein contained.

2 Corporate Matters

2.1 The copies of the charter documents of the Borrower and its subsidiaries delivered to Lender are true and complete copies, and each of

the Borrower and its subsidiaries have complied with all the provisions of their respective charter documents and in particular, have not
 entered into any ultra vires transaction which has had or is likely to have a Material Adverse Effect on the Borrower. All legal and procedural

requirements concerning the Companies Act, 1956, other applicable Laws and the charter documents have been duly complied with in all

material respects.

2.2 The Loan to be availed by the Borrower under this Agreement has been duly authorized by all necessary corporate action and all necessary

consents, approvals, orders, authorizations, or registrations required to be obtained by the Borrower for such Loan have been obtained.

3 Accounts and Records

3.1 The books of accounts of the Borrower and in case the Borrower is a body corporate, its subsidiaries, have been accurately and properly

maintained, the accounts of the Borrower and the audited accounts of the Borrower have been prepared, in each case, in accordance with

applicable Law and in accordance with Indian accounting standards as prescribed by the Institute of Chartered Accountants of India (or

such other Governmental Authority), so as to give a true and fair view of the business (including the assets, liabilities and state of affairs)

of the Borrower and its subsidiaries.

3.2 Since the date of the last audited financial statements provided to Lender, there has been no event or a condition of any type that has or

would have a Material Adverse Effect on the business of the Borrower or its subsidiaries, in case the Borrower is a body corporate.

4 Borrowings

4.1 There are no other borrowings (including any outstanding obligations for the repayment of money), whether present or future, actual or

contingent, or charges or other security interests (excluding statutory liens) of either the Borrower or its subsidiaries, in case the Borrower

is a body corporate.

4.2 All the borrowings made by the Borrower and/or its subsidiaries, in case the Borrower is a body corporate, have been duly authorized by

all necessary corporate action / necessary consents, approvals, orders, authorizations and the requisite filings / registrations in this regard

have been duly complied with.

4.3 There are no other Liens or Encumbrances against any of the properties comprising the Security furnished to the Lender.

WHERE THE REPRESENTATIONS AND WARRANTIES OF BORROWER ARE BEING REPEATED FOR A SUBSEQUENT DISBURSAL ON A LOAN

DISBURSAL DATE:

4.4 The Borrower has applied the amounts of the Loan so far disbursed by the Lender only towards the Specified Purpose.

5 Taxation Matters

5.1 The Borrower and in case the Borrower is a body corporate , its subsidiaries have complied with all the material requirements as specified

under the respective Tax Laws as applicable to them in relation to returns, computations, notices and information which are required to

be made or given by the Borrower and /or its subsidiaries to any Governmental Authority for Taxation purposes, have been made and are

correct.

5.2 The Borrower and in case the Borrower is a body corporate, its subsidiaries have no notice of any Tax disputes or other liabilities of Taxes

in respect of which a claim has been made or notice has been issued against the Borrower and /or its subsidiaries.
6 Legal / Litigation Matters

6.1 The Borrower has no notice of any investigation or enquiry by, nor any notice or communication of any order, decree, decision or judgment

of, any Governmental Authority, outstanding or received by and against the Borrower or its subsidiaries in case the Borrower is a body

corporate, or any employee for whose acts or defaults the Borrower or its subsidiaries may be vicariously liable, with respect to an alleged

actual violation and/or failure to comply with any such applicable Law having a Material Adverse Effect on the Borrower or its subsidiaries.

6.2 No order has been made, petition presented, resolution passed or meeting convened for the winding up (or other process whereby the

business is terminated or a substantial part of the assets of the Borrower or its subsidiaries, in case the Borrower is a body corporate, are

distributed amongst its creditors and/or shareholders or other contributories) of the Borrower or its subsidiaries and there are no cases or

proceedings under any applicable insolvency, reorganization, or similar laws concerning the Borrower or its subsidiaries.

6.3 Neither the Borrower nor its subsidiaries in case the Borrower is a body corporate, have committed:

i) any criminal or unlawful act involving dishonesty;

ii) any breach of trust; or

iii) any material breach of contract or statutory duty or any tortious act which could entitle any third party to terminate any material

contract to which the Borrower or its subsidiaries is a party;

which could have a Material Adverse Effect on the Borrower and/or its business or its subsidiaries and/or their businesses, in case the

Borrower is a body corporate.

7 Contractual Arrangements

7.1 Neither the Borrower nor its subsidiaries in case the Borrower is a body corporate, have been a party to any agreement, arrangement or

practice which in whole, or in part, contravenes or is invalidated by any restrictive trade practices, fair trading, consumer protection,

competition law or similar laws or regulations under the relevant jurisdiction or in respect of which any filing, registration or notification is

required pursuant to such laws or regulations (whether or not the same has in fact been made) and which would have a Material Adverse

Effect on the business.

7.2 All material contracts and all material consents relating to real estate which the Borrower and in case the Borrower is a body corporate, its

subsidiaries ,is a party are valid, binding and enforceable obligations of the respective parties thereto and the terms thereof have been

complied with by the Borrower, its subsidiaries and the counter parties thereto and there have occurred no grounds for rescission,

avoidance or repudiation of any of the contracts or such leases, tenancies, licenses or agreements and no notice of termination or of

intention to terminate has been received in respect of any thereof.

7.3 The Borrower warrants that all material documents/agreements executed by it, and which are required to be stamped under applicable

laws, are duly stamped.

7.4 The Borrower is not in violation of any material term of its memorandum of association or articles of association (in case the Borrower is a

body corporate), each as amended to date, or in any material respect of any term or provision of any mortgage, indebtedness, indenture,

contract, agreement, instrument, judgment, order or decree to which it is party or by which it is bound which would have a Material Adverse

Effect on the Borrower’s business. The execution and delivery of the Loan Documents by the Borrower, the performance by the Borrower

of its obligations pursuant to the Loan Documents will not result in any material violation of, or materially conflict with, or constitute a
material default under, the Borrower’s memorandum of association or articles of association (in case the Borrower is a body corporate),

each as amended to date, or any of its agreements nor result in the suspension, revocation, impairment, forfeiture or non-renewal of any

permit, license, authorization or approval applicable to the Borrower, its business or operations or any of its assets or properties.
7.5 The Borrower has avoided every condition, and has not performed any act, the occurrence of which would result in the Borrower’s loss of

any right granted under any license, distribution agreement or other agreement.

7.6 No employee, officer, director or shareholder of the Borrower or member of his or her immediate family is indebted to the Borrower, nor

is the Borrower indebted (or committed to make loans or extend or guarantee credit) to any of them other than (i) for payment of salary

for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Borrower and (iii) for other standard employee

benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved

by the Borrower’s Board of Directors and stock purchase agreements approved by the Borrower’s Board of Directors). None of such persons

has any direct or indirect ownership interest in any firm or corporation with which the Borrower is affiliated or with which the Borrower

has a business relationship, or any firm or corporation that competes with the Borrower, except in connection with the ownership of stock

in publicly-traded companies.

7.7 There are no agreements, arrangements or other forms of relationships involving the Borrower, which are on terms less favorable to the

Borrower than an arm’s length transaction.

8 Employees, Directors

8.1 The Borrower and in case the Borrower is a body corporate ,its subsidiaries are complying with all material obligations under the applicable

labor laws and other laws in relation to their employees. There have not been any strikes, go slow or work stoppages or other labor dispute

involving the Borrower and/or its subsidiaries, neither is such strike, go slow or work stoppage or similar action pending.

8.2 Each officer, employee or consultant of the Borrower that has had or may have access to the Borrower’s intellectual property has entered

into an agreement containing appropriate confidentiality and invention assignment provisions. To the knowledge of the Borrower, no

officer, employee or consultant of the Borrower is in violation of such confidential information and invention assignment agreement or any

prior employee contract or proprietary information agreement with any other corporation or third party.

9 Operations

9.1 There has been no damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets,

business, operations of the Borrower or its subsidiaries in case the Borrower is a body corporate.

9.2 There has been no Material Adverse Effect to or in the business (including termination of any contracts or arrangements including those

pertaining to its ongoing business) and/or the Borrower has not received any notice of any action or investigation or other proceedings of

any nature whatsoever, by any Governmental Authority, which would restrain, prohibit or otherwise challenge or impede the performance

of the Loan Documents or would be likely to have a Material Adverse Effect on the Borrower or its business.

9.3 The Borrower has all franchises, permits, licenses, and any similar authority/certification/authorization necessary for the conduct of its

business as now being conducted by it, the lack of which would have a Material Adverse Effect on the Borrower’s business, and believes it

can obtain, without undue burden or expense, any similar Governmental Authority or Person for the conduct of its business as currently

planned to be conducted. The Borrower is not in default in any material respect under any of such franchises, permits, licenses or other

similar authority.

9.4 The Borrower is not in violation of any applicable Law relating to the environment or occupational health and safety, and to its knowledge,
no material expenditure are or will be required in order to comply with any such existing Law.
10 Assets

10.1 The specifics of the assets set out under Deed of Hypothecation, if provided , comprise a substantial part of the assets used in connection

with the business of the Borrower and in case the Borrower is a body corporate, its subsidiaries. The Borrower has provided to Lender true

copies of documents of all real property owned, leased and/or occupied / used by the Borrower and in case the Borrower is a body

corporate, its subsidiaries.

10.2 No assets (whether comprising the Security or not) of the Borrower and in case the Borrower is a body corporate ,of its subsidiaries have

been disposed other than in the ordinary course of business. Neither the Borrower nor its subsidiaries have given any rights to any third

parties with respect to any of the assets owned by them other than in the ordinary course of business.

10.3 All assets of the Borrower and in case the Borrower is a body corporate ,its subsidiaries including all debts due to the Borrower and its

subsidiaries which are included in the audited financial accounts of the Borrower and its subsidiaries or have otherwise been represented

as being the property of or due to the Borrower and/or its subsidiaries and/or being used by the Borrower or its subsidiaries for the purposes

of their business are the absolute property of the Borrower or its subsidiaries, as the case may be, and/or is being leased to the Borrower

or its subsidiaries, as the case may be.

10.4 All receivables of the Borrower are considered good by the Borrower and the Borrower does not have any reason to believe that any of its

receivables are to be treated as bad or doubtful debts.

11 Related Party Transactions

11.1 There are no transactions or arrangements that the Borrower has entered into with its affiliates other than in the ordinary course of

business and in accordance with applicable Law.

11.2 The Borrower hereby confirms that any transactions with its affiliates have been conducted at commercially justifiable terms and on an

arm’s length basis.

12 Intellectual Property

12.1 The Borrower and in case the Borrower is a body corporate ,its subsidiaries are the absolute owners, valid licensees, or authorized users

(as the case may be) of the Intellectual Property, which the Borrower and its subsidiaries are using. The Borrower and in case the Borrower

is a body corporate ,its subsidiaries have taken all necessary steps to maintain and protect the Intellectual Property.

12.2 The use by the Borrower or its subsidiaries (in case the Borrower is a body corporate) of any Intellectual Property does not violate and

would not infringe the Intellectual Property rights of any Person.

12.3 Neither the Borrower nor its subsidiaries (in case the Borrower is a body corporate) have granted, nor is it obliged to grant, any license,

sub-license or assignment in respect of any of its Intellectual Property. There are no restrictions on the right of the Borrower or its

subsidiaries to license any of the Intellectual Property and Intellectual Property Rights owned by the Borrower.

12.4 There are no legal proceedings including any litigation, arbitration, infringement and/or passing off actions filed against and/or is proposed

and/or is threatened to be filed against the Borrower or its subsidiaries (in case the Borrower is a body corporate) and that Borrower or its

subsidiaries have not received any cease and desist notice so far and is/are not aware of any circumstance under which such a notice may

be issued.
13 Insurance

13.1 All the assets of the Borrower and in case the Borrower is a body corporate ,its subsidiaries have been and are at the date of this Agreement

insured for risks and in amounts standard for companies in Borrower’s business and location and the same are in force as of the date of

this Agreement.

13.2 The Borrower and in case the Borrower is a body corporate ,its subsidiaries are in compliance with all the material terms and conditions

under all existing and valid insurance policies.

13.3 The Borrower will procure the necessary insurance coverage and will comply with the requirements in connection with insurance as laid

out in the Agreement or as may be specifically required by Lender.

14 Confidentiality

14.1 Neither the Borrower nor its subsidiaries (in case the Borrower is a body corporate) have disclosed or permitted to be disclosed or

undertaken or arranged to disclose to any Person any of its know-how, secrets or confidential information except in the ordinary course of

business and subject to entering into valid and binding agreements with the party to whom such information has been disclosed to keep

such information confidential.

15 Independent representations and warranties

15.1 For the avoidance of doubt, the foregoing representations and warranties shall be separate and independent, and save as expressly

provided shall not be limited by reference to any other section, clause or anything in this Agreement or its Annexures, Exhibits or Schedules.

16 Disclosure to Lender

16.1 All information relating to the Borrower, including subsidiaries of the Borrower (in case the Borrower is a body corporate) which is material

in relation to the Borrower’s business, operations, financial conditions, assets and liabilities, intellectual property, organization, Tax,

employment related matters, compliance matters, litigation and environmental matters, required to be disclosed to the Lender.
 APPENDIX 7

EVENTS OF DEFAULT

Each of the events or circumstances set out in this Appendix shall be an “Event of Default”. Without prejudice to Clause 10 (Event of Default) of the

Agreement, the occurrence of one or more events, conditions, and/ or circumstances which may lead to the happening of the events or circumstances

set out herein (or, with the giving of notice, lapse of time, determination of materiality or satisfaction of other conditions, would be likely to result in

the events of circumstances set out herein) shall in each instance be deemed to be an “Event of Default”.

1. Failure by the Borrower to pay any Instalment or the Outstanding Amount on or prior to the Due Date(s).

2. Failure by an Obligor to comply with any provision of the Loan Documents or in the performance of any of the Obligor under the Loan

Documents or breach of any undertaking or covenant under the Loan Documents.

3. Where any Loan Document ceases to be in full force or any provision of a Loan Document: (i) ceases to be in full force or in effect; or; or

(ii) become invalid, illegal, or unenforceable; or (iv) is terminated, suspended, or repudiated by the Borrower; or (iv) any Person (other than

the Lender) shall have repudiated or disavowed or taken any action to challenge the validity or enforceability of any Loan Document.

4. Any representation or warranty or statement confirmed or made or deemed to be made, by an Obligor in, or in connection with, any Loan

Document or any other document that is delivered by or on behalf of an Obligor under, or in connection with, any Loan Document becomes

false, misleading or otherwise incorrect.

5. Initiation of Insolvency process with respect to any of the Obligors or any Obligor being issued creditor’s notice of default under Insolvency

and Bankruptcy Code, 2016.

6. Any Security that was purported to have been created and perfected in favour of the Lender is not so created and perfected.

7. The Borrower fails to maintain the Security as required under the provisions of the Loan Documents.

8. If in the opinion of the Lender, the Security provided is inadequate or insufficient.

9. The occurrence of any event or circumstance which, in the opinion of the Lender, is prejudicial to, imperils, or has the effect of depreciating

the value of the Security.

10. Any clearance that was required to have been obtained by the Borrower in relation to the Loan is rescinded, terminated, withheld, modified,

or suspended, or is otherwise determined to be invalid.

11. The Borrower commits a breach of applicable Law, or it becomes unlawful for the Borrower to carry on its activities or business or to

perform any of their obligations under the Loan Documents.

12. The Specific Purpose of the Loan is rendered illegal or a change in applicable Law prohibits the Lender from issuing and sanctioning the

Loan to the Borrower.

13. The Obligor (i) is unable to pay its debts when due, or (ii) admits in writing its inability to pay its debts as they mature, or (iii) stops, suspends,

or threatens to stop or suspend payments of or any part of its debts, or (iv) begins proceedings, negotiations, or other measures with the

view to rescheduling or deferring all or any part of its debts (including a moratorium on the payment of indebtedness); or (v) is in default

with any of its creditor(s) or governing authorities/bodies or (vi) either proposes a composition or arrangement with, or for the benefit of,

it creditors generally or any group or class thereof.

14. The Borrower fails to make mandatory prepayments of Outstanding Amount(s) as required under Paragraph 5 of Appendix 3 (Payment

Procedure).
15. The Borrower fails to maintain (or cause to be maintained) insurance in accordance with the terms of the Loan Documents or as required

by the Lenders, or, if in the opinion of the Lender, the insurance obtained by the Borrower in relation to the Security, is inadequate of

insufficient.

16. If there is a change in the Control of the Borrower without the prior written consent of the Lender.

17. Upon the occurrence of a Material Adverse Effect, or the occurrence of any event or series of event, which, in the opinion of the Lender, is

likely to have a Material Adverse Effect.

18. The Obligor obstructs the administration of the Loan by the Lender, including the process of the recovery of the Outstanding Amount(s),

or the Obligor conducts its affairs in a manner such that the Lender is unable to exercise effective administrative control over the Loan or

is unable to take steps to recover the Loan.