DEFINITIONS

• The terms and expressions contained in these GC and the Loan Application Form are defined as under:

  “Borrower” means the borrower as described in the Loan Details Sheet;

  “Borrower’s Dues” means all sums payable by the Borrower to the Bank, including outstanding loan amount, interest, all other charges, costs and expenses;

  “Business Day” shall mean the day, comprising of normal working hours, on which scheduled banks conduct business operations in Mumbai, India.

  “Due Date” in respect of any payment means the date on which any amount is due from the Borrower to the Bank, and as stipulated in Loan Details Sheet;

  “EMI” means the equated monthly amount to be paid by the Borrower towards repayment of term loan and payment of interest as per Financing Documents;

  “Facility/Term loan” means the loan amount sanctioned and disbursed to the borrower by the Bank pursuant to the terms and conditions of the Financing documents

  “Financing Documents” means these GC, the Loan Application, the Loan Details Sheet, including any other annexures hereto and any documents executed by the Borrower or as required by the Bank , as amended from time to time;

  “Interest” means the interest charged on the term loan as set out in Loan Details Sheet, subject to variation from time to time as provided herein;

  “Loan Application” means the application in the prescribed form as submitted from time to time by the Borrower to the Bank for seeking financing;

  “Loan Details Sheet” means the Loan Details Sheet executed between the Bank and Borrower, from time to time;

  “Loan Service Provider” shall mean OnEMI Technology Solutions Private Limited herein referred as Ring or an App or a web-based platform of Ring who is an agent of the Bank and carries out one or more of Banks functions or part thereof in customer acquisition, underwriting support, pricing support, servicing, monitoring, recovery of specific loan or loan portfolio on behalf of the Bank in conformity with extant outsourcing guidelines issued by the Reserve Bank of India.

  “Material Adverse Effect” means any event or circumstance, which in the opinion of the Bank :

  • is likely to materially and adversely affect the Borrower’s ability to pay the Borrower’s Dues;
  • is likely to materially and adversely affect the Borrower’s ability to perform or otherwise comply with all or any of its obligations under the Financing Documents;
  • is likely to materially or adversely affect the business, operations, property, condition (financial or otherwise) or prospects of the Borrower; or
  • is likely to result in any Financing Document not being legal, valid and binding on, and enforceable in accordance with its terms against, the Borrower.

  “NPA” means Non-Performing Asset as per RBI circular DBR.No.BP.BC.45/21.04.048/2018-19 dated June 7, 2019

  “Penal Charges” means the default charges as prescribed in the Loan Details Sheet which is payable on all amounts that are not paid on their respective Due Dates;

  “Purpose” means the reason for availing the term loan from the Bank .

  “SMA” means Special Mention Account as per the RBI circular DBR.No.BP.BC.45/21.04.048/2018-19 dated June 7, 2019

  In this GC, (a) the singular includes the plural (and vice versa) and (b) reference to a gender shall include references to the female, male and neutral genders.

DISBURSEMENT

• Relying on the representations and warranties made by the Borrower herein, the Bank shall make the Term Loan available to the Borrower upon the terms and conditions contained herein and such other terms and conditions communicated by the Bank to the Borrower from time to time during the tenure of the Term Loan. The Borrower hereby represents and undertakes that the Term Loan shall be utilized only for the Borrower’s personal use or such other specific purpose as set out in the Loan Details Sheet and the Borrower shall not utilize the Loan or part thereof for any immoral, illegal and/or speculative purposes. The Borrower shall, forthwith upon the request of the Bank , furnish all such details, certificates from the Chartered Accountant in the format prescribed by the Bank (if applicable) and evidence as may be required concerning the utilisation of the amount of Term Loan.
• The Borrower shall on demand pay non-refundable processing charges as stated in the Loan Details Sheet, along with tax thereof. The Borrower also authorises the Bank to deduct these amounts together with applicable taxes from the loan amount and to disburse to the Borrower only the balance amount. The Borrower hereby confirms that irrespective of deduction of such charges, the Borrower shall be liable to repay to the Bank the entire loan amount along with Interest, and other charges together with applicable taxes as per the Loan Details Sheet.

INTEREST AND REPAYMENT

• The Borrower will pay Interest on the outstanding Term Loan and all other amounts due as provided in Loan Details Sheet. The Borrower additionally agrees that the Loan shall be subject to Rate of Interest from the respective date of disbursement up till the date of commencement of EMI (“Broken Period Interest”). However, in such cases, in the event the installment is not paid on the Due Date, all overdue amounts shall accrue Interest at the prescribed rate (“Overdue Interest Rate”), as set out in Loan Details Sheet, which shall be computed from the respective due dates for payments.
• The payment of each EMI on time is the essence of the contract. The Borrower acknowledges that she/he has understood the method of computation of EMI and shall not dispute the same. EMI shall only be towards principal outstanding and Interest thereon and does not include any default interest or any other charges payable by the Borrower pursuant to Financing Documents.
• On delay in the repayment of interest and / or any other repayment by the Borrower beyond such repayment due date, the Bank shall be entitled to charge Penal Charges as per the Loan Details Sheet or such other rate as may be specified by the Bank from time to time on such outstanding amount, whether of loan, interest or any other charges payable hereunder. The aforementioned charge would not affect the obligation of strict compliance with repayment schedule.
• Notwithstanding anything stated elsewhere in the Financing Documents, upon occurrence of any Material Adverse Effect or any Event of Default, all Borrower’s Dues, including EMI, shall be payable by the Borrower to the Bank as and when demanded by the Bank , at its sole discretion and without requirement of any reason being assigned. The Borrower shall pay such amounts forthwith without any delay or demur.
• The Borrower shall bear all interest, tax, duties, cess and other forms of duties or taxes whether applicable now or in the future, payable under any law at any time in respect of any payments made to the Bank under the Financing Documents. If these are incurred by the Bank, these shall be recoverable from the Borrower and will carry charges as per the Penal Charges mentioned in the Loan Details Sheet.
• Any dishonoring/ revocation of the NACH instructions, would make the Borrower liable to a flat charge as per Loan Details Sheet.
• The loan account shall be classified as Non-Performing Asset (NPA) as per the extant RBI Circulars/Regulations when the payment of instalment (principal and/or interest) remains overdue for more than 90 days, that is, the loan account will be marked as NPA on the 91st day of continuous default from the original Due Date. For example, If due date of a loan account is March 31, 2021, and full dues are not received before the lender runs the day-end process for this date, the date of overdue shall be March 31, 2021. If it continues to remain overdue, then this account shall get tagged as SMA-1 upon running day-end process on April 30,2021 i.e., upon completion of 30 days of being continuously overdue. Accordingly, the date of SMA-1 classification for that account shall be April 30, 2021. Similarly, if the account continues to remain overdue, it shall get tagged as SMA2 upon running day-end process on May 30, 2021 and if continues to remain overdue further, it shall get classified as NPA upon running day-end process on June 29, 2021.
• If the Due Date for any payment is not a business day, the amount will be paid by Borrower on immediately succeeding business day.
• Interest, Penal Charges and all other charges shall accrue on a day-to-day basis and shall be computed on the basis of 365 days a year or 366 days incase of a leap year and the actual number of days elapsed.
• All sums payable by the Borrower to the Bank shall be paid without any deductions whatsoever, other than statutory taxes. Credit/ discharge for payment will be given only on realization of amounts due.

MODE OF PAYMENT, REPAYMENT AND PREPAYMENT

• The Borrower shall, as required by the Bank from time to time, provide National Automated Clearing House (Debit Clearing)/ any other electronic or other clearing mandate (collectively referred to as “NACH”) as notified by the Reserve Bank of India (“RBI”) against Borrower’s bank account for payment of dues. The Borrower shall honor all payments without fail on first presentation/ due dates. NACH provided by the Borrower/(s) may be utilized by the Bank for realization of any and all the parts of Borrower’s Dues. The Borrower hereby unconditionally and irrevocably authorizes the Bank to take all actions required for such realization. The Borrower shall promptly (and in any event within seven (7) days) replace the NACH and/or other documents executed for payment of Borrower’s Dues as may be required by the Bank from time to time, at its sole discretion.
• The Borrower shall, at all times maintain sufficient funds in his/her bank account/s for due payment of the Borrower’s Dues on respective Due Dates. Borrower shall not close the bank account/s from which the NACH have been issued or cancel or issue instructions to the bank or to the Bank to stop or delay payment under the NACH and the Bank is not bound to take notice of any such communication.
• The Borrower agrees and acknowledges that the NACH have been issued voluntarily in discharge of the Borrower’s Dues and not by way of a security for any purpose whatsoever. The Borrower also acknowledges that dishonor of any NACH is a criminal offence under the Negotiable Instruments Act, 1881 and The Payment and Settlements Systems Act, 2007. The Borrower shall be liable to pay dishonour charges for each NACH dishonour (as prescribed in Loan Details Sheet).
• Any dispute or difference of any nature whatsoever shall not entitle the Borrower to withhold or delay payment of any EMIs or other sum and the Bank shall be entitled to present the NACH on the respective Due Dates.
• Notwithstanding the issuance of NACH, the Borrower will be solely responsible to ensure timely payment of dues.

BORROWER’S COVENANTS, REPRESENTATION AND WARRANTIES

• The Borrower shall:

  • observe and perform all its obligations under the Financing Documents.
  • Punctually pay all the sums stated elsewhere in this GC.
  • immediately deliver to the Bank all documents, including bank account statements as may be required by the Bank from time to time. The Borrower also authorizes the Bank to communicate independently with (i) any bank where the Borrower maintains an account and to seek details and statement in respect of such account from the bank and (ii) with any employer of any Borrower as the Bank may deem necessary, including for monitoring Borrower’s creditworthiness.
  • immediately notify the Bank of any litigations or legal proceedings against him/her/them.
  • promptly notify the Bank of any Material Adverse Effect or Event of Default.
  • promptly inform the Bank of any force majeure event or act of God such as earthquake, flood, tempest or typhoon, etc or other similar happenings;
  • notify the Bank in writing of all changes in the location/ address of office /residence /place of business or any change/resignation/termination / closure of employment/ profession /business.
  • Not leave India for employment or business or long term stay abroad without fully repaying the term loan then outstanding, together with interest and other dues and charges.
  • Ensure deposit of salary and / or business proceeds in the account from which PDCs/ECS have been issued to the Bank.
  • At the direction of the Bank, take a credit life insurance policy as required by the Bank which shall include a cover for accidents, death, permanent disability and unemployment and such other terms as shall be acceptable to the Bank.
  • comply at all times with applicable laws, including but not limited to Prevention of Money Laundering Act, 2002.
  • Pay regularly all taxes, assessments, dues, duties, levies and impositions as may, from time to time, be payable to any government or statutory or regulatory body or authority;
  • Perform, on request of the Bank, such acts as may be necessary to carry out the intent of the Financing Documents;
  • Promptly inform the Bank of any distress or other process of court being taken against the Borrower’s premises and/or property and/or assets.
  • during business hours, permit the Bank, or its authoirsed representatives, or agents, to inspect Borrower’s place of business or residence. Further, the Borrower hereby agrees to permit the Bank and its authorized representatives to contact/ meet the Borrower at his/ her place of residence for collection of dues under the Financing Documents.
  • Not use the funds for any speculative or illegal/ unlawful/ antisocial or any other nefarious purpose.

• Each Borrower represents and warrants to the Bank as under:

  • All the information provided by Borrower in the Loan Application and any other document, whether or not relevant for the ascertaining the credit worthiness of the Borrower, is true and correct and not misleading in any manner;
  • The declaration made by the borrower pertaining to the household income is true and correct.
  • The Borrower is capable of and entitled under all applicable laws to execute and perform the Financing Documents and the transactions thereunder;
  • The execution, delivery and performance of obligations under the Financing Documents are within the powers of the Borrower, do not contravene any contract binding on or affecting any of the properties of the Borrower, and do not violate any applicable law or regulation;
  • No extraordinary circumstances have occurred which shall make it improbable for the Borrower to fulfill its obligations under the Financing Documents;
  • The Borrower is above 18 years of age, of sound mind, a resident of India and is competent to enter into an agreement.
  • This GC is a legal, valid and binding obligation on the Borrower, enforceable against him/her in accordance with its terms;
  • The Borrower declares that he/she is not prohibited by any law from availing this term loan;
  • No event has occurred which shall prejudicially affect the interest of the Bank or affect the financial conditions of Borrower or affect his/her liability to perform all or any of their obligations under the Financing Documents;
  • There is no pending or threatened action which may materially adversely affect the validity or enforceability of the Financing Documents.
  • The Borrower has the ability to meet all of his/her obligations as they mature;
  • Borrower is not in default of payment of any taxes or government dues;
  • It shall be the Borrowers obligation to keep himself/ herself acquainted with the rules of the Bank, from time to time.
  • The Borrower will do all acts, deeds and things, as required by the Bank to give effect to the terms of this GC;
  • No bankruptcy or insolvency proceedings has been commenced against the Borrower. Further, the Borrower has not taken any action for its insolvency, bankruptcy, or for appointment of an insolvency professional as the resolution professional or bankruptcy trustee, or other similar official for it or for all or substantially all his/her undertaking, assets and properties;
  • The Borrower has not been engaged in (a) any corrupt/ fraudulent practices/ collusive/ coercive practices; (b) money laundering; or (c) the financing of terrorism;
  • Particulars of the residential and official addresses of the Borrower, as last provided by the Borrower to the Bank is valid and subsisting and any one of the said addresses shall deemed to be the valid address for correspondence unless otherwise notified to the Bank by the Borrower in writing; and
  • No Event of Default, as specified in Clause 6, has occurred or is likely to occur.
• The Borrower gives its consent to the Bank to use/store all the information provided by the Borrower or otherwise procured by the Bank in the manner it deems fit including for the purposes of this Facility or for its business and understands and agrees that the Bank may disclose such information to its contractors, agents and any other third parties.
• The Borrower is aware that the Bank has agreed to extend the Facility to the Borrower based on the KYC documents made available to the Bank directly or through any third party authorized in this regard (such as Lending Service Provider or Technology Service Provider as per Digital Lending Guidelines of RBI) and that the Borrower has in no way concealed any relevant information which could have adversely affect the Bank’s decision to grant the Facility to the Borrower.
• The Borrower is fully aware of the KYC Policy and confirms that the information/clarification/ documents/signage provided by the Borrower on the identity, address, PAN, authorized signatory, board resolution and memorandum documents of all companies and individual and all other material facts are true and correct and the transaction, etc. are bona fide and as stipulated by RBI in relation to the KYC norms. The Borrower further confirm that they have disclosed all facts/information as are required to be disclosed for the adherence and compliance of the provisions related to the KYC Policy and applicable RBI guidelines as amended from time to time.

• The Borrower covenants that, he/she/it or their family are not engaged in any of the following businesses / occupations either by himself/herself/itself or through any its family member or business partnerships, etc:

  • Production and distribution of pornographic material;
  • Manufacture and marketing of banned drugs;
  • Dealing in narcotics;
  • Stand-alone manufacture and marketing of gutkha and tobacco;
  • Dealing in banned wildlife related products;
  • Polluting industries unless the units have clearance from pollution control authorities and have installed effluent treatment plants;
  • Setting up of new units consuming/producing Ozone Depleting Substances (ODS) such as Chlorofluoro carbon (CFC), Halons and units manufacturing aerosol products using CFCs;
  • Standalone Casino, and Gambling / Betting in any form;
  • Production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements, or subject to international bans
  • Production or trade in weapons and ammunitions;
  • Production or trade in alcoholic beverages (excluding beer and wine);
  • Production or trade in radioactive materials;
  • Production or trade in unbonded asbestos fibers;
  • Drift net fishing in the marine environment using nets in excess of 2.5 km in length; and
  • Production or trade of wildlife or products regulated under CITES.

EVENTS OF DEFAULT

• The following acts/events, shall each constitute an “Event of Default” by the Borrower for the purposes of this term loan:

  • The Borrower fails to make payment of any Borrower’s Dues on Due Date;
  • Any of the ECS mandates of the Borrower is rejected on presentations for any reason whatsoever;
  • Any instructions given by the Borrower for revoke of SI /NACH Instruction, for any reason whatsoever;
  • Breach of any terms, covenants, representation, warranty, declaration or confirmation under the Financing Documents;
  • Any fraud or misrepresentation or concealment of material information by Borrower which could have affected decision of the Bank to grant any Facility;
  • Death, lunacy or any other permanent disability of the Borrower;
  • Borrower utilises the term loan for any purpose other than the Purpose as mentioned in this GC;
  • Occurrence of any events, conditions or circumstances (including any change in law) which in the sole and absolute opinion of the Bank could have a Material Adverse Effect, including limitation of any proceedings or action for bankruptcy/liquidation/ insolvency of the Borrower or attachment / restraint of any of its assets;
  • Submission of any forged document by the Borrower;
  • The Borrower repudiates the Financing Documents or does or causes to be done any act or thing evidencing an intention to repudiate the Financing Documents;
  • All or substantially all of the undertaking, assets, or properties of the Borrower or its interests therein are seized, nationalised, expropriated or compulsorily acquired by the authority of government;
  • Any other event which in the sole opinion of the Bank would endanger the repayment of the Borrower’s Dues.
• The decision of the Bank as to whether or not an Event of Default has occurred shall be final binding upon the Borrower.

CONSEQUENCES OF DEFAULT

• Upon occurrence of any of the Events of Default and at any time thereafter, the Bank shall have the right, but not the obligation to declare all sums outstanding in respect of the Term Loan, whether due or not, immediately repayable and upon the Borrower failing to make the said payments within 15 (fifteen) days thereof, the Bank may at its sole discretion exercise any other right or remedy which may be available to the Bank under any applicable law, including seeking any injunctive relief or attachment against the Borrower or their assets.
• the Bank may exercise any right, power or remedy permitted to it by law, including by suit, in equity, or by action at law, or both, or otherwise, whether for specific performance of any covenant, condition or term contained in the Financing Documents, or in aid of the exercise of any power or right granted in the Financing Documents and/or as a creditor.
• The Borrower shall also be liable for payment of all legal and other costs and expenses resulting from the foregoing defaults or the exercise of the Bank remedies.
• Notwithstanding any other rights available to the Bank , the Bank shall be entitled to initiate criminal proceeding or any other appropriate actions against the Borrower if at any time the Bank at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and/ or submitted any forged documents or `ata to the Bank.
• All rights and powers conferred on the Bank under the Financing Documents shall be in addition and supplemental to any rights the Bank has as a creditor against the Borrower under any law for the time being in force and security documents and shall not be in derogation thereof.

DISCLOSURES

• The Borrower acknowledges and authorizes the Bank to disclose all information and data relating to Borrower, the Term Loan, default if any, committed by Borrower to such third parties/ agencies as the Bank may deem appropriate and necessary to disclose and/or as authorized by RBI, including the Credit Information Companies. The Borrower also acknowledges and authorizes such information to be used, processed by the Bank / third parties/RBI as they may deem fit and in accordance with applicable laws. Further in Event of Default, the Bank and such agencies shall have an unqualified right to disclose or publish the name of the Borrower /or its directors/ partners/co-applicants, as applicable, as ‘defaulters’ in such manner and through such medium as the Bank / RBI/ other authorized agency in their absolute discretion may think fit, including in newspapers, magazines and social media.
• The Borrower shall not hold the Bank responsible for sharing and/or disclosing the information now or in future and also for any consequences suffered by the Borrower and/or other by reason thereof. The provisions of this clause shall survive termination of the GC and the repayment of the Borrower’s Dues.

MISCELLANEOUS

• The entries made in records of the Bank shall be conclusive evidence of existence and of the amount Borrower’s Dues and any statement of dues furnished by the Bank shall be accepted by and be binding on the Borrower.
• Borrower’s liability for repayment of the Borrower’s Dues shall, in case where more than one Borrower have jointly applied for any Facility, be joint and several.
• Borrower shall execute all documents and amendments and shall co-operate with the Bank as required by the Bank (i) to comply with any RBI guidelines / directives or (ii) for giving the Bank full benefit of rights under the Financing Documents. Without prejudice to the aforesaid the Borrower hereby irrevocably consents that on its failure to do so, such changes shall be deemed to be incorporated in the Financing Documents and shall be binding on the Borrower.
• Notwithstanding any suspension or termination of any Facility, all right and remedies of the Bank as per Financing Documents shall continue to survive until the receipt by the Bank of the Borrower’s Dues in full.
• The Borrower acknowledges that the rate of interest, penal charges, service charges and other charges payable and or agreed to be paid by the Borrower under Financing Documents are reasonable and acceptable to him/ her.
• The Borrower expressly recognizes and accepts that the Bank shall, without prejudice to its rights to perform such activities itself or through its office employees, be entitled and has full power and authority so to appoint one or more third parties (hereinafter referred to as “Service Providers”) as the Bank may select and to delegate to such party all or any of its functions, rights and power under Financing Documents relating to the sourcing, identity and verification of information pertaining to the Borrower administration, monitoring of the Facility and to perform and execute all lawful acts, deeds, matters and things connected therewith and incidental thereto including sending notices, contacting Borrower, receiving Cash / Cheques/ Drafts / Mandates from the Borrower in favour of the Bank.
• The Borrower acknowledges that the financing transaction hereunder gives rise to a relationship of debtor and creditor as between him / her and the Bank and not in respect of any service rendered/to be rendered by the Bank . Accordingly, the provisions of the Consumer Protection Act, 1986 shall not apply to the transaction hereunder.
• The Borrower hereby authorizes the Bank to verify all information and documents including, income proof documents, residence documents, address proof documents, identity documents and other such documents containing personal and financial information as are submitted by them for obtaining any Facility and that they also consent to subsequent retention of the same by the Bank .
• The Borrower acknowledges and authorizes the Bank to procure Borrower’s PAN No./copy of Pan Card, other identity proof and Bank Account details, from time to time and to also generate / obtain bureau reports and such other reports as and when the Bank may deem fit. The Borrower also hereby gives consent and authorizes the Bank to undertake its KYC verification by Aadhar e-KYC or otherwise and undertake all such actions as may be required on its behalf or otherwise to duly complete the process of such verification including by way of Aadhar e-KYC and share such information with any authority and store such information in a manner it deems fit.
• In the event of any disagreement or dispute between the Bank and the Borrower regarding the materiality of any matter including of any event occurrence, circumstance, change, fact information, document, authorization, proceeding, act, omission, claims, breach, default or otherwise, the opinion of the Bank as to the materiality of any of the foregoing shall be final and binding on the Borrower.
• Upon the request of the Borrower, the Bank in its sole discretion may agree to grant fresh facility on the terms and conditions of the GC and by execution of such further letter/undertaking by the Borrower as may be required by the Bank.
• All the rights, powers and remedies hereunder shall apply to all past, present and future obligations of the Borrower to the Bank, including those arising under successive transactions which shall either continue existing obligations, increase or decrease them or from time to time create new obligations after any or all prior obligations have been satisfied, and notwithstanding the death, incapacity, or bankruptcy of the Borrower, or any other event or proceeding affecting the Borrower.
• The Borrower shall pay one-time upfront fees towards services / stamp duties and ancillary costs to be rendered by the Bank.

SET OFF AND LIEN

Notwithstanding anything to the contrary in this GC or any other document/arrangement: (i) in respect of all and any of Borrower(s) present and future liabilities to the Bank, affiliates, group entities, associate entities, parent, subsidiaries, any of their branches (collectively “Relevant Entities”), whether under this document or under any other obligation/loan/facilities/borrowings/document, whether such liabilities are/be crystallised, actual or contingent, primary or collateral or several or jointly with others, whether in same currency or different currencies, whether as principal debtor and/or as guarantor and/or otherwise howsoever (collectively “Liabilities”), each of the Bank and the Relevant Entities shall in addition to any general lien or similar right to which any of them as bankers may be entitled by law, practice, custom or otherwise, have a specific and special lien on all the Borrower’s present and future stocks, shares, securities, property, book debts, all moneys in all accounts whether current, savings, overdraft, fixed or other deposits, held with or in custody, legal or constructive, with the Bank and/or any Relevant Entities, now or in future, whether in same or different capacity of the Borrower, and whether severally or jointly with others, whether for any banking relationship, safe custody, collection, or otherwise, whether in same currency or different currencies; and (ii) separately, each of the Bank and the Relevant Entities shall have the specific and express right to, without notice to and without consent of the Borrower, set-off, transfer, sell, realize, adjust, appropriate all such amounts in all accounts (whether prematurely or upon maturity as per the Bank’s discretion), securities, amounts and property as aforesaid for the purpose of realizing or against any of dues in respect of any of the Liabilities whether ear-marked for any particular Liability or not, combine or consolidate all or any of accounts of the Borrower/Guarantor and set-off any monies, whether of same type or nature or not and whether held in same capacity or not including upon happening of any of the events of default mentioned in any of the documents pertaining to the respective Liabilities or upon any default in payment of any part of any of the Liabilities.

WAIVER

Bank ’s failure to exercise or delay in exercising any right, power, privilege or remedy under the Agreement will not operate as a waiver or acquiescence, nor will any single or partial exercise of any right, power, privilege or remedy prevent any further or exercise of any other right, power, privilege or remedy.

SEVERABILITY

The Borrower acknowledges that each of his /her obligations under these Financing Documents is independent and severable from the rest.

GOVERNING LAW AND JURISDICTION

• All Facility and the Financing Documents shall be governed by and construed in accordance with the laws of India.

• All disputes, differences and / or claims arising out of these presents or as to the construction, meaning or effect hereof or as to the right and liabilities of the parties under the Financing Documents shall be settled by arbitration in accordance with the provision of the Arbitration and Conciliation Act, 1996 or any statutory amendments thereof or any statute enacted for replacement therefore and shall be referred to a sole Arbitrator to be appointed by the Bank.

  The place of arbitration shall be Mumbai or such other place as may be determined by the Bank and proceeding shall be under fast track procedure as laid down in Section 29(B) of the Act. The arbitration proceeding shall be conducted in the English language. The awards including interim awards of the arbitration shall be final and binding on all parties concerned. The arbitrator may pass the award without stating any reasons in such award. The costs of such arbitration shall be borne by the losing Party or otherwise as determined in the arbitration award.

• Further, the present clause shall survive the termination of Financing Documents. The Courts at Mumbai, India shall have exclusive jurisdiction (subject to the arbitration proceedings which are to be also conducted in Mumbai, India over any or all disputes arising out of the Financing Documents). Provided that to the extent allowed by law, the Bank shall be entitled to take proceedings relating to a dispute in any court/tribunal of any place with jurisdiction.

NOTICES

• Any notice, approvals, instructions, demand and other communications to be given to the Borrower in respect of Financing Documents shall be deemed to have been validly given if served on the Borrower or sent by courier, post, registered post, facsimile, electronic mail, personal delivery, SMS or by pre-paid registered mail addressed to or left at the address of the Borrower existing or last known business or private address. Any such notice sent by registered post shall be deemed to have been received by the Borrower within 48 hours from the time of its posting. Any notice to the Bank shall be deemed to have been valid only if received by the Bank at its above stated address.

ASSIGNMENT

• The Borrower shall not be entitled to either jointly or severally transfer or assign all or any of their right or obligation or duties under the Financing Documents to any person directly or indirectly or create any third party interest in favour of any person.
• the Bank shall be entitled to sell, transfer, assign or securitise in any manner whatsoever (in whole or in part and including through grant of participation rights) all or any of its benefits, right, obligation, duties and / or liabilities under Financing Documents, without the prior written consent of, or intimation to the Borrower in such manner and such terms as the Bank may decide. In the event of such transfer, assignment or securitization, the Borrower shall perform and be liable to perform their obligation under the Financing Documents to such assignee or transferee. In such event, the Borrower shall substitute the remaining NACH in favour of the transferee/ assignee if called upon to do so by the Bank .

INDEMNITY

• The Borrower hereby indemnifies, defends and holds the Bank , its employees, representatives and consultants harmless from time to time and at all times against any liability, claim, loss, judgment, damage, cost or expense (including, without limitation, reasonable attorney’s fees and expenses) as a result of or arising out of any failure by the Borrower to observe or perform any of the terms and conditions and obligations contained in the Financing Documents or Event of Default or the exercise of any of the rights by the Bank under the Financing Documents, including for any enforcement of security or recovery of Borrower’s Dues.

ACCEPTANCE

I / We am / are aware that the Bank shall agree to become a party to this GC only after satisfying itself with regard to all conditions and details filled by me / us in the GC and other Financing Documents in consonance with the Bank policy. I / We agree that this GC shall be concluded and become legally binding on the date when the authorized officer of the Bank signs this at Bangalore or on the date of first disbursement, whichever is earlier.

By clicking “I accept”, the Borrower electronically signs these GC and agrees to be legally bound by its terms. The Borrower’s acceptance of these GC shall constitute: (i) the Borrower’s agreement to irrevocably accept and to be unconditionally bound by all the terms and conditions set out in these GC; and (ii) the Borrower’s acknowledgement and confirmation that these GC (along with the Financing Documents) have been duly read and fully understood by the Borrower.