LOAN AGREEMENTThis LOAN AGREEMENT ('Agreement') is entered into at the place and on the date specified in Schedule by and between:
Reliance Commercial Finance Limited, a non-banking finance company registered with the Reserve Bank of India and incorporated under the provisions of the Companies Act, 1956 having its registered office at Reliance Centre, 6thFloor, South Wing, Off Western Express Highway, Santacruz East, Mumbai 400 055 and for the purposes of this Agreement acting through one of its branch offices as mentioned in Schedule (hereinafter referred to as 'Lender/RCFL' which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to include its successors and assigns) of the ONE PART;
ANDThe Borrower and Co-Borrower(s) whose name(s) and address(es) are stated in the Schedule hereto, hereinafter collectively called 'Borrowers' (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to include: (i) In the event that it is a company within the meaning of the Companies Act, 1956 or Companies Act, 2013 or a Limited Liability Partnership,
incorporated under the Limited Liability Partnership Act, 2008, its successors; (ii) In the event that it is a partnership firm for the purposes of the Indian Partnership Act, 1932, the partners for the time being and from time to time and
their respective legal heirs, executors and administrators, legal representatives and successors; (iii) In the event that it is a sole proprietorship, the sole proprietor and his/ her legal heirs, administrators, executors and legal representatives; (iv) In the event that it is an individual, his/her legal heirs, administrators and executors; (v) In the event that it is a Hindu Undivided Family (HUF), the Karta and any or each of the members of the HUF and their survivor(s) and his/her/their
respective heirs, executors and administrators; (vi) In the event that it is a Society, the members of the Society for the time being and any new members or co-opted from time to time; (vi) in the event
that it is a Trust, the Trustee or all the Trustees for the time being thereof and from time to time and their successors) of the OTHER PART;
The Borrower and the Lender shall be hereinafter collectively referred to as 'Parties' and individually as a 'Party', as the context may require.
WHEREASBy way of a Loan Application dated as mentioned in Schedule I hereto the Borrower has requested the Lender for a loan facility for the Purpose (as defined hereinafter). The Lender has accepted the request and sanctioned the Sanctioned Amount by Sanction Letter dated as mentioned in Schedule. Details of Sanctioned Amount are given in Schedule hereto.
IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. ARTICLE 1 – DEFINITIONS AND INTERPRETATION 1.1 The following definitions apply throughout this Agreement unless otherwise stated: A 'Account' means the account established by the Borrower with the bank approved by the Lender for setting up of the Loan account limit; B 'ACH' shall mean Automated Clearing House/ system/ arrangement operated by National Payments Corporation of India (NPCI) for
processing electronic payments. C 'Act' shall mean provisions of the Companies Act, 1956 and/or the Companies Act, 2013 and the rules made thereunder which are in effect
from time to time and shall include any other statutory amendment or re-enactment thereof, as applicable; D 'Additional Interest' shall have the meaning assigned to such term in Article 2.8 B below; E 'Agreement' means this agreement, all schedules, annexures, exhibits and any amendment made there to from time to time by the parties
hereto in writing; F 'Applicable Laws' means any act, statute, law, regulation, enactment, ordinance, treaty, rule, judgment, order, award, decree, bye-laws,
rule of common law, Clearances, directions, directives, guidelines policy, licenses, requirement, or any governmental restriction or condition including any similar form of decision of, or determination, application or execution by, or any interpretation or pronouncement having the force of law of, any Government Authority having jurisdiction over the matter in question, whether in effect as of the Effective Date or thereafter;
G 'Board' shall mean Board of Directors of the Borrower; H 'Borrower' means the Person/entity named as such in the Schedule attached hereto and includes Co-Borrower;
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[ON THE STAMP PAPER OF APPLICABLE VALUE]
I 'Borrower's Dues' shall mean all amounts payable to the Lender by the Borrower pursuant to the terms of the Transaction Documents including, without limitation:
a. The principal of the Facility, Interest and all other obligations and liabilities of the Borrower, including any further interest, liquidated damages, Additional Interest, indemnities, expenses, fees (including upfront fees) commissions, charges, taxes, incurred under, arising out of or in connection with any Transaction Documents;
b Any and all sums incurred by the Lender in order to preserve the Security Interest over the Security created/ to be created for the purposes of Loan pursuant to the Transaction Documents;
c Any and all sums reimbursable under any of the Transaction Documents including, without limitation, all such costs and expenses, including, without limitation, Taxes on such costs and expenses, which may be incurred and/ or suffered and/ or paid by any of the Lender in accordance with the terms of the Transaction Documents; and
d In the event of any enforcement actions undertaken after an Event of Default shall have occurred, all costs, charges and expenses incurred by the Lender in that regard including, without limitation, the costs and expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing the Security Interest created/ to be created pursuant to the Transaction Documents, or of any exercise by the Lender of its rights under the Transaction Documents, including, without limitation, all costs, charges, expenses incurred towards anticipated or actual legal proceedings (including, without limitation, attorney fees and court costs);
J. 'Business Day' means a day which is not a Saturday, Sunday or a public holiday for the purposes of Section 25 of the Negotiable Instruments Act, 1881(26 of 1881) on which banks are open for general banking business in the places as mentioned in the Schedule hereto and 'Business Days' is to be construed accordingly;
K 'Clearances' shall mean any permit, permission, licence, approval, authorisation, consent, clearance, waiver, no objection certificate or other authorisation of whatever nature and by whatever name called which is required to be granted by any Person including by any Government Authority, any lenders, RBI or any other authority under any Applicable Law;
L. 'Construction' means and includes modification or extension of the Property or house, flat/apartment or building situated/standing on the Property;
M 'Co-Borrower' means the Person/entity named as such in the Schedule attached hereto; N 'Control' shall have the meaning assigned to such term in Companies Act, 2013; O 'Dispute' shall have the meaning assigned to such term in Article 24 (a) below; P 'DRT Act' shall mean Recovery of Debts and Bankruptcy Act, 1993 and the rules and regulations framed thereunder, from time to time; Q 'Due Date' means the date(s) on which any amounts in respect of the Borrower's Dues including the principal amounts of the Loan, Interest,
Additional Interest and/or any other monies, fall due as specified in the Application Form and/ or the Loan terms and the other Transaction Documents. In case the Due Date falls on a day which is not a Business Day, the payment otherwise due on such Due Date shall be made by the on the Borrower on the immediately preceding Business Day;
R 'Electronic Clearing System'/ 'ECS' hereinafter referred to as 'ECS', shall be deemed to include transfer of funds electronically, either through a message for transfer of funds sent electronically or through image of instrument of transfer of funds sent electronically or through an electronic file containing the details of the funds transfer sent by electronic media or payment through an electronic cheque or where funds are transferred through various types of plastic cards or such other debit clearing service notified by RBI, participation in which has been consented to in writing by the Borrower for facilitating payment of installments;
S 'Effective Date' means the date on which the first disbursement is availed by the Borrower out of the Loan; T 'Equated Monthly Installment'/'EMI' means the amount of monthly payments required to be paid to the Lender to amortise the Loan with
Interest over the Tenure of the Loan; U 'Event of Default' means each of the events of default set out in Article of this Agreement and any other circumstances described as such in
this Agreement; V 'Fixed Rate of Interest' means the Rate of Interest applicable on the Loan, as specified in the Schedule from the date of first disbursement; W 'Floating Rate of Interest' shall mean Lender's PLR applied by the Lender to the financial assistance granted by the Lender to the Borrower
with a spread, if any, as may be decided by the Lender from time to time, pursuant to this Agreement; X 'Government Authority' shall mean any Government, department of the Government, local authorities (such as corporation, municipality,
panchayat), ministry, commission, board, agency, regulatory authority, instrumentality, court, tribunal or other judicial or administrative body having jurisdiction over the matter or matters in question;
Y 'Government' shall mean to include Government of India ('GOI') or any State Government and any local or other authority; Z 'IBC' shall mean the Insolvency and Bankruptcy Code, 2016 and the rules and regulations framed thereunder, from time to time; AA 'Indemnified Party' shall have the meaning assigned to such term in Article below; BB 'Interest' shall mean the interest chargeable on the Loan at the rate specifically mentioned in Schedule attached hereto and shall include
PEMII; CC 'Indebtedness' means any indebtedness whatsoever of the Borrower/s at anytime for or in respect of monies borrowed, contracted or
raised (whether or not for cash consideration) or liabilities contracted by whatever means (including under guarantees, indemnities credits, deposits, hire-purchase and leasing);
DD 'Lender' means the Person/entity named as such in the Schedule attached hereto; EE 'Lender PLR' shall (i) till the time the Loan is not sold/assigned/novated/securitised pursuant to Article 13, mean the Rate of Interest fixed by
the Lender from time to time as its prime lending rate, and (ii) once, the Loan is not sold/ assigned/ novated/ securitised pursuant to Article , the Rate of Interest fixed by such new lender from time to time as its prime lending rate. The Lender and/or the new lender (as the case may be) can have a right to increase the Lender PLR based on its internal factors and the same will be notified on the Lender's or the new lender's (as the case may be) website and shall be deemed to be effective communication to the Borrower/s and Co-Borrower/s at large;
FF 'Loan Application'/'Application Form' means as the context may permit or require, the credit facility application form submitted by the Borrower/s to Lender for applying for and availing of the Loan, together with the preliminary credit facility application form and all other information, particulars, clarifications and declarations, if any, furnished by the Borrower/s or any other person from time to time in connection with the Loan;
GG 'Loan/Loan Facility/Facility' means the amount disbursed by the Lender to the Borrower for the Purpose including but not limited to Construction, repair, acquisition, modification, etc. of the Property;
HH 'Losses' shall have the meaning assigned to such term in Article below; II 'Material Adverse Effect' shall mean in respect of the Borrower and/or the Security Providers or any of their properties or business, the
effect or consequence of an event, circumstance, occurrence or condition which has caused, as of any date of determination in the sole opinion of the Lender, or could be expected to cause an adverse effect on (i) the business activities, financial condition, prospects or credit standing of the Borrower and/or Security Provider; or (ii) the ability of any of the Borrowers and/or Security Providers to perform its
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obligations under the Transaction Documents; or (iii) the legality, validity, binding nature or enforceability of any of the Transaction Documents (including the ability of any party to enforce any of its remedies thereunder) or the Security created thereunder and shall include events and circumstances wherein the Security is in jeopardy;
JJ 'Obligors' shall mean, collectively, the Borrower and/or Security Provider; KK 'Person' shall include individual, partnership firm, company, association of persons, proprietary concern and co-operative society as
mentioned & stipulated as per the relevant provisions of the Income Tax Act,1961; LL 'Post Dated Cheque'/ 'PDC' shall mean a cheque issued with a written date in the future or dated after the date of issue; MM 'Pre-Equated Monthly Installment Interest'/'PEMII' means Interest payable each month at the rate indicated in the Schedule attached
hereto on the disbursed Sanctioned Amount from the date/respective dates of disbursement to the date of commencement of EMI; NN 'Property' means residential/commercial immovable property, described in the Loan Application and/or in the Schedule hereto, which is
owned/jointly owned by the Borrower or Security Provider or sought to be purchased by the Borrower/or sought to be financed by the Lender and shall be deemed to include any immovable property on the security of which the Lender has agreed to advance the Loan;
Without prejudice to the generality of the above 'Property' shall also include: In the case of part of a building, the entire built-up area (and any additions thereto), the proportionate share in the common areas of the
building and the proportionate undivided share in the land on which the said building is situated or is being built/will be built OR, In the case of a flat, the entire built-up area (and any additions thereto), the proportionate share in the common areas of the building in
which such flat is/will be situated and the proportionate undivided share in the land on which the said building is situated or is being built/will be built OR,
In the case of an independent structure, the structure and entire plot of land on which the structure is situated or is being built/will be built OR,
In the case of an individual house, the house and entire plot of land on which the house will be built; OO 'Purpose' means the purpose for which the Loan is availed by the Borrower more specifically mentioned in the Schedule attached hereto; PP 'Prepayment' means premature Repayment of the Loan on payment of prepayment charges as applicable as per the terms agreed
between the parties; QQ 'Rate of Interest' means the rate at which Interest will be charged on the Loan which is subject to review by Lender from time to time from
the date of first disbursement; RR 'RBI' means Reserve Bank of India; SS 'Repayment' means the repayment of the principal amount of the Loan, Interest thereon, commitment and other charges, premium, fees
or other dues payable under this Agreement to the Lender; TT 'SARFAESI Act' shall mean Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 and the
rules and regulations framed thereunder, from time to time; UU 'Sanctioned Amount' means the amount made available by the Lender for disbursal to the Borrower as Loan; VV 'Sanction Letter' means the letter issued by the Lender sanctioning the Loan with the relevant particulars as mentioned in the letter; WW 'Schedule' means and includes the Schedule attached hereto and forming an integral part of the Agreement; XX 'SEBI' means Securities and Exchange Board of India; YY 'Security' shall mean the security created in terms of in Article below; ZZ 'Security Documents' shall mean any documents, undertakings, agreements, deeds, notice, declarations, undertakings, indemnities,
affidavits, writings, Clearances, certificates, no-objections, letters, filings, forms, physical or electronic, for, towards or in relation to creation, perfection, filing, registering, etc. of Security Interest and/or issue of a guarantee, as part of the Security, and whether executed by the Borrower, Security Providers, Lender or the Borrower or any third party, as per the requirement of the Lender and as may be amended, confirmed or restated from time to time, as per the requirement of the Lender;
AAA 'Security Interest' shall mean any mortgage, pledge, lien, charge, assignment, hypothecation, escrow or other security interest securing any obligation of any Person or any other agreement or arrangement having the effect of conferring a security interest;
BBB 'Security Provider' shall mean any Person whose property or assets /any part thereof are/shall be charged and/or who creates/is required to create any Security Interest in favour of the Lender, to secure the Borrower's Dues or any part thereof and/or who issues/is required to issue a guarantee, guaranteeing to the Lender the performance and discharge of the Borrower's Dues;
CCC 'Standing Instructions'/ 'SI' hereinafter referred to as '(SI)' means written instructions given by the Borrower(s) to Lender to debit the account of the Borrower(s) maintained in a bank acceptable/approved by Lender for the amount of the installment, more particularly set out in the Schedule attached hereto;
DDD 'Taxes' or 'Tax' shall include any and all present or future, direct or indirect, claims for tax, levy, impost, duty, cess, statutory due or other charge of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) including on gross receipts, sales, turn-over, value addition, use, consumption, property, service, income, franchise, capital, occupation, license, excise, documents (such as stamp duties), customs, goods and services, and other taxes, duties, assessments, fees or obligations, including for any past liabilities and obligations, however imposed, withheld, levied, or assessed by any Government Authority, but shall not include Tax on the income of any Party;
EEE 'Tenure' means the period from the date of disbursement of Loan to the date of the last Equated Monthly Installment payment or the date of closure of Loan;
FFF 'Transaction Documents' shall mean, collectively this Agreement, the Security Documents and any incidental documents, other agreements, declarations, undertakings, indemnities, affidavits, deeds, writings, filings, Clearances, certificates, no-objections, letters, forms or documents executed/ to be executed in relation to or pursuant to the Facility, the Agreement, or the Security Documents, as per the requirements of the Lender and as may be amended, confirmed or restated from time to time, as per the requirement of the Lender.
In this Agreement, unless the contrary intention appears:A Any reference to any statute or statutory provision shall include: a) All subordinate legislations made from time to time under that statute or statutory provision (whether or not amended, modified, re-enacted or
consolidated), b) Such statute or statutory provision as from time to time amended, modified, re-enacted or consolidated.B Any reference to the 'Lender', or any 'Party' shall be construed so as to include its successors, assigns, novatees and transferees and any reference
to 'Borrower' or 'Security Provider' shall be construed so as to include their respective heirs, executors, administrators, successors, permitted assigns and permitted transferees.
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C Recitals shall form an integral part of this Agreement.D Reference to the masculine gender includes feminine gender and reference to singular includes plural and vice versa.E Any reference to books, files, records or other information or any of them shall mean books, files, records or other information or any of them in any
form or in whatever medium held including paper, electronically stored data, magnetic media, film and microfilm.F References to any document shall be construed as references to that document the same has been and as the same may be amended, varied,
novated, supplemented or replaced (including any extensions of maturity or otherwise, and if more onerous) from time to time.G Headings to articles, parts and paragraphs of schedules and schedules are for convenience only and shall not affect the interpretation of this
Agreement.H The schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any
reference to this Agreement shall include all the schedules contained herein. Any references to articles, recitals and schedules are to articles, recitals and schedules of this Agreement. Any references to parts or paragraphs are, unless otherwise stated, references to parts or paragraphs of the Schedule in which the reference appears.
I In the event of any ambiguity between terms and conditions of Sanction Letter and Loan Agreement, terms and conditions of the Loan Agreement shall prevail.
J Any reference to any consent/approval/permission of the Lender in terms of this Agreement pursuant to which any action or without which no action, may be taken by the Borrower pursuant to and/or any other Transaction Document, shall mean prior written and express consent/approval/ permission of the Lender to the Borrower.
K An obligation on the Borrower not to do something includes an obligation not to allow that thing to be done;L An Event of Default is 'continuing' if it has not been remedied (to the reasonable satisfaction of the Lender) or waived (specifically in writing by the
Lender).M Any determination with respect to the materiality or reasonability of any matter including any event, occurrence, circumstance, change, fact,
information, document, authorisation, proceeding, act, omission, claims, breach, default or otherwise shall be made by the Lender, or any of them, at their sole discretion.
N If anything is required to be done or payment is required to be made by the Borrower and/or the Security Providers, under the terms of this Agreement or the other Transaction Documents, falls due on a day, which is not a Business Day, then notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, as the case may be, the immediately preceding Business Day shall be the date on which such thing will be required to be done or payment will be required to be made for the purpose of this Agreement and the other Transaction Documents.
2. ARTICLE 2– SANCTIONED AMOUNT, DISBURSEMENT, INTEREST, TAXES AND AMORTISATION2.1 LOAN a) Pursuant to the Sanction Letter and subject to the terms and conditions set forth in the Transaction Documents and subject to the fulfillment of the
relevant conditions precedent by the Borrower, the Lender hereby agrees to provide to the Borrower and the Borrower hereby agrees to avail, from the Lender, the Sanctioned Amount mentioned in the Schedule attached hereto as Loan.
b) Once the Application Form submitted by the Borrower is accepted by the Lender, if the Borrower does not want to seek disbursement of the Loan, the Borrower shall be liable for payment to Lender of such cancellation or foreclosure charges as may be stipulated by the Lender.
2.2 INTEREST a) The Borrower shall be charged Interest on the Loan as per the Rate of Interest applicable to the Loan from the Effective Date and as stated in the
Schedule written hereunder. b) Provided that in the event the Lender reduces or increases the Rate of Interest prior to the disbursement of the entire Sanctioned Amount, the
applicable Rate of Interest shall be varied on weighted average basis with reference to the tranches disbursed/to be disbursed. The Lender shall be entitled to revise the Rate of Interest at any time and from time to time as per its policy, market conditions and/or applicable laws and regulations, if any, during the tenor of the Loan at its sole discretion. Such variation/revision in respect of the Rate of Interest shall have prospective effect. The Lender shall inform the Borrower about the variation in the Rate of Interest in due course.
c) The Borrower shall reimburse or pay to the Lender such amount as may have been paid or payable by the Lender to the Central or State Government on account of any Tax levied on Interest (and/or other charges) on the Loan by the Central or State Government. The Borrower shall forthwith make the reimbursement or payment as and when called upon to do so by the Lender. The Borrower shall also bear all the Taxes as may be imposed by the Government, which may be chargeable on the Property and if required shall also be liable to reimburse all such aforesaid Taxes to the Lender.
d) Without prejudice to the Lender's rights, Interest as aforesaid and the other amounts payable by the Borrower shall be charged/debited to the Borrower's Account on the respective Due Date thereof and shall be deemed to form part of the Loan. Such Interest and other amounts shall, accordingly attract Interest at the same rate as applicable to the Loan in terms of this Agreement until payment thereof.
e) Notwithstanding anything to the contrary, if the Borrower makes any excess payment in a particular month, the same will not be reduced from the total Interest committed/payable in that month by the Borrower.
2.3 COMPUTATION OF INTEREST The Interest will be calculated on the basis of Rate of Interest mentioned in the Schedule attached hereto and is rounded off to the next rupee
calculated on monthly rests and any other charges shall be computed on the basis of a year of three hundred and sixty (360) days. However, in the event the Borrower intends to pre-close the Loan, the Interest would be calculated up to the date of actual prepayment.
2.4 PAYMENT OF OTHER EXPENSESA. The Borrower undertakes to pay forthwith on demand to the Lender and in no case later than 30 (Thirty) calendar days from the date on which
demand being made all costs and expenses (including legal and technical appraisal costs and loan processing charges as may be applicable, including and not limited to the Taxes on all such costs and expenses) on a full indemnity basis incurred and or to be incurred by the Lender for investigation of title to any Property offered as Security and for the preparation, execution, preservation, performance, enforcement and realization of the Borrower's Dues, Security Documents and other instruments creating and/or evidencing the creation of any Security for the Loan as also any other instruments required in connection with the Loan.
B. In relation to any charges, fees, expenses or any payments made or incurred by or on behalf of the Borrower by the Lender, all the Taxes, cess, imposts, statutory demands and any related levy applicable thereon, shall be solely and entirely borne by the Borrower, irrespective of the recipient/ beneficiary of the services/goods or the Person supposed to pay the same under Applicable Law, in addition to any such charges/ fees/ payments and in the event that the same are incurred by the Lender, the Borrower shall reimburse the Lender forthwith and in no case later than 30 (Thirty) days from the date on which demand in this regard being made by the Lender together with Taxes on such reimbursements if any. In case of delay in reimbursement of such amount by the Borrower within the timeline prescribed aforesaid, such amount shall form part of the outstanding amount of the Loan and the Borrower shall also be liable to pay Interest and Additional Interest on such amount.
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C. In the event that any expenses/ costs are incurred by the Lender in relation to the Facility, the Security Interests created in its favour, for enforcement or any other purposes which are supposed to be reimbursed by the Borrower to the Lender in terms hereof, the Borrower shall also be obliged to reimburse such amount together with the Taxes which the Lender has borne on such expenses/costs payable or applicable on such reimbursement, immediately upon a demand being made by the Lender in this regard and in no case later than 30 (Thirty) days from the date on which demand being made by the Lender . In the event, the Borrower fails to reimburse the Lender such aforeasaid costs and expenses with the timelines as aforesaid, the Borrower shall be liable to pay the Lender the Interest and Additional Interest on such amount and such unpaid amount shall form part of the outstanding amount of the Loan.
2.5 DETAILS OF DISBURSEMENT: The Lender shall disburse the Loan in one lump sum or in tranches having regard to the needs of the Borrower. The decision of the Lender in this
regard shall be final, conclusive and binding on the Borrower. The Borrower shall acknowledge the receipt, in the form required by the Lender, of each amount so disbursed.
Further, the request submitted by the Borrower to the Lender seeking disbursement of whole or any part of the Sanctioned Amount (“Disbursement Notice”) shall be irrevocable and shall commit the Borrower to borrow in accordance with the Disbursement Notice. Further, the Lender shall be entitled (but not obliged) to rely and act upon any Disbursement Notice and any documentation or information in connection with the Disbursement Notice, which appears on its face to have been duly completed, notwithstanding that the Disbursement Notice , documentation or information proves to be not genuine, not properly signed and otherwise incorrect in any respect.
The Borrower hereby agrees and acknowledges that the right of the Lender to require compliance with any condition as set out in the Transaction Documents which may be waived by the Lender in respect of particular tranche of the disbursement of the Loan is expressly preserved for the purpose of any subsequent tranche of the disbursement of Loan.
2.6 MODE OF DISBURSEMENT: A. Disbursement of the Loan may be made directly to the Borrower or to the builder/developer and in case of ready built Property to the vendor
thereof and/or in such other manner as may be decided solely by the Lender. B. The Lender shall have the right to adjust PEMII or any other dues against undisbursed amount of the Loan. C. Disbursement shall be deemed to have been made to the Borrower on the date of the disbursement by way of cheque or pay order or through
RTGS as the case may be or on the date of setting up of the Account limit. D. Interest on the Loan will begin to accrue in favour of the Lender as and from the Effective Date. E. The disbursal for the acquisition of the Property will be made after the Borrower's own contribution has been made for the same to the builder/
developer/seller, and such proof is furnished to the Lender by the Borrower, as may be necessary or desired by the Lender. The disbursal towards construction/improvement of Property shall be made only after the Borrower commences the construction/improvement work on the Property, and such proof is furnished to the Lender by the Borrower, as may be necessary or desired by the Lender. The disbursal shall be in stages as per the progress of work as prescribed in terms of the internal guidelines/policy of the Lender, as applicable from time to time. The decision of the Lender in this regard shall be final, conclusive and binding on the Borrower. The Borrower shall acknowledge the receipt, in the form required by the Lender, of each amount so disbursed. In all cases, disbursal shall be subject to creation of charge on the Property in favour of the Lender to the satisfaction of the Lender.
2.7 REPAYMENT: A. The Borrower will repay the Loan as stipulated in the Schedule attached hereto, subject to any other changes in such Repayment as
communicated later in writing by the Lender to the Borrower. However, in the event of delay or advancement, for any reason whatsoever, in the disbursement of the Loan, the Due Date of payment of first EMI shall in such case be the corresponding day of the following months to the day currently stated in the Schedule attached hereto.
B. The Borrower shall pay to the Lender PEMII every month, until commencement of EMI. C. The Borrower agrees that the Repayment of the Loan, together with Interest, Additional Interest and all such other sums due and payable by the
Borrower to the Lender in relation to the Loan shall be payable at the place where the branch of the Lender is situated or such other place notified by the Lender to the Borrower by way of Post Dated Cheques and /or SI and/or ECS and/or ACH mandates, details whereof are mentioned in the Schedule attached hereto. The Borrower agrees that the amount shall be remitted to the Lender on the Due Date. In the event of any dishonour of Post Dated Cheques/SI/ECS instruction/ACH mandates, the Borrower agrees to pay a dishonour charge as mentioned in the Schedule attached hereto, in addition to any Additional Interest that may be levied by the Lender. The Borrower hereby further confirms that it is aware of the fact that any dishonour of any Post Dated Cheques and/or ECS and/or SI and/or ACH mandates, so issued by the Borrower for payment of Loan together with Interest, Additional Interest and all such other sums due and payable by the Borrower to the Lender in relation to the Loan, to the Lender would constitute an offence under Section 138 of the Negotiable Instruments Act, 1881 and the Lender may initiate such legal action against the Borrower as it may deem fit.
In the event of any variation in: i) The date of payment of EMIs or PEMII ii) The amount of Interest, principal or EMIs or PEMII or iii) The numbers thereof, the Borrower agrees and undertakes to forthwith issue fresh Post Dated Cheques/ECS/SI/ACH mandates instructions
to the Lender as may be required by the Lender. D. Notwithstanding what is stated in this Agreement above and in the Schedule attached hereto, the Lender shall have the right at any time or from
time to time to review and reschedule the Repayment terms of the Loan or of the Borrower's Dues thereof in such manner and to such extent as the Lender may in its sole discretion decide. In such event/s the Borrower shall repay the Loan or the Borrower's Dues thereof as per the revised Schedule as may be determined by the Lender in its sole discretion and communicated to the Borrower by the Lender in writing.
E. In case if any amount is prepaid by the Borrower, the same shall be adjusted first towards the incidental charges, Additional Interest, PEMII, accrued Interest, prepayment charges and balance towards the principal amount of the Loan.
F. The Lender shall have the right to require the Borrower to furnish such information/documents concerning the Borrower's employment, trade, business or profession at any time and the Borrower shall furnish such information/documents immediately.
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G. The Borrower agrees that all amounts payable under this Agreement shall be paid in INR. H. If in the opinion of the Lender any action or activity (including but without limitation the activities as set out in Article 5.3(k) proposed to be
undertaken by the Borrower will be prejudicial to the rights of the Lender under the Transaction Documents, the Lender reserves the right to prohibit the Borrower to undertake such action or activity, and any failure of the Borrower to adhere to such prohibition would result in an Event of Default under this Agreement.
2.8 DELAY/DEFAULT IN PAYMENT A. The Borrower shall pay in full the PEMII, EMI and all other Borrower's Dues without any demur, protest or default and without claiming any set-off
or counter claim on the respective Due Dates. No notice, reminder or intimation shall be given to the Borrower regarding the Borrower's obligation and responsibility to ensure prompt and regular payment of PEMII, EMI and all other Borrower's Dues payable by the Borrower to the Lender on the respective Due Dates.
B. In the event of default in payment/ in the event of non-payment of principal or Interest on the Loan or any other monies or any part thereof, on respective Due Dates, such defaulted/unpaid amount shall carry interest/further interest till payment at the rate of interest as mentioned in the Schedule attached hereto (plus applicable interest tax or other statutory levy) ('Additional Interest'), over and above the applicable Rate of Interest, computed from the respective Due Dates and shall become payable upon the footing of compound interest with monthly rests. Such Additional Interest shall be in addition to any other charges, which the Borrower is liable to pay to the Lender in terms of these presents. Payment of Additional Interest or liability of the Borrower there for shall not act as justification for any default and shall be without prejudice to Lender's other rights and remedies in this regard.
C. In the event of any default in due discharge and performance by any of the Obligors of any of the obligations under the Transaction Documents, the Borrower's Dues shall carry, in addition to the normal interest, Additional Interest, from the date of default up to the date on which the default is cured by the Obligors to the satisfaction of the Lender.
D. The Borrower may prepay the amount of the Loan in full or in part. The Borrower shall pay to the Lender such pre-payment charges, if applicable, as per the terms agreed between the parties in accordance with the Applicable Law.
E. In the event of such pre-payment, the Repayment schedule shall be altered by the Lender at the request of the Borrower and the Borrower agrees to adhere to the altered Repayment schedule to be provided to the Borrower by the Lender.
2.9 PRE-PAYMENT OF THE LOAN a) The Borrower may prepay the amount of the loan in full or in part. The Borrower shall pay to the Lender such pre-payment charges, if applicable,
as per the terms agreed between the parties. b) If the Borrower pre-pays only a part of the amount payable by the Borrower to the Lender, the Lender shall be entitled to adjust the amount pre-
paid against the amount payable by the Borrower in such manner as the Lender thinks fit. Notwithstanding the above, if the Borrower pays any amount to the Lender before the Due Date the Lender shall be entitled to appropriate the same in such manner as it deems fit.
c) In the event of such pre-payment, the Repayment schedule shall be altered by the Lender at the request of the Borrower and the Borrower agrees to adhere to the altered re-payment Schedule.
2.10 TERMINAL DATE FOR DISBURSEMENT The Lender may by notice to the Borrower suspend or cancel further disbursements of the Loan, if the Loan shall not have been fully drawn within
the period as agreed in the Sanction Letter or such other period as may be decided by the Lender or in the Event of Default in payment of EMI or PEMII.
2.11 ALTERATION AND RE-SCHEDULING OF EMI If the entire amount of the Loan is not fully drawn by the Borrower within a period of 36 months from the Effective Date, EMIs shall be altered in such
manner and to such extent as the Lender may, in its sole discretion, decide and the Repayment shall there upon be made as per the said alteration notwithstanding anything stated in this Agreement. However, the altered EMI shall be payable on the same date as stated in the Schedule attached hereto for the purpose of Repayment
2.12 LIABILITY OF THE BORROWER TO BE JOINT AND SEVERAL Where the Loan is provided to more than one Borrower or where the payment obligations are secured by any guarantee, notwithstanding anything
herein stated, the liability of the Borrower/store pay the Loan together with Interest, and all other amounts and to observe these terms and conditions and terms and conditions of any other agreement/s, document/s that may be executed by the Borrower with the Lender in respect of the Loan or any other loan, is joint and several.
2.13 PROCESSING FEES The Borrower acknowledges that processing fee as mentioned in the Schedule attached hereto is payable by the Borrower.3. ARTICLE 3 – SECURITY3.1 SECURITY The Borrower agrees to create Security Interest in such form and manner and of such nature as may be required by the Lender and also as provided
in the Schedule hereto to secure the Borrower's Dues due and payable by the Borrower to the Lender. In addition, the Borrower shall comply with the following:
A. To execute money bond or a demand promissory note and a letter of continuity in favour of the Lender for the Sanctioned Amount of the Loan. B. To execute any such agreement/s, document/s, undertaking/s, declaration/s that may be required now or hereafter at any time during the
pendency of this Loan/or any other loan/s granted by the Lender hereafter. C. To ensure that the deed of mortgage to be executed by any the Security Providers for creation of the mortgage over the Property, be duly
registered with the relevant Sub-Registrar of Assurances within 30 (thirty) days from the date of execution of the deed of mortgage.Further, in case of equitable mortgage, the Borrower shall ensure that an intimation/notice is provided to the Sub-Registrar of Assurances informing him/her that a charge by way of equitable mortgage has been created over the Property, within the timelines and in the manner as provided for in the Applicable Law.
D. Further, the Parties hereby agree and acknowledge that this Agreement is not the principal instrument for the purposes of Section 4 of Indian Stamp Act, 1899, as amended from time to time (or such similar provisions in stamp law applicable to the State(s) in which this Agreement is executed)and a separate deed of mortgage (in case of a registered mortgage) or memorandum of entry and declaration (in case of an
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equitable mortgage) shall be executed/issued, which deed of mortgage and/or memorandum of entry and declaration, as the case may be, shall be considered as the principal instrument for the purposes of Section 4 of Indian Stamp Act, 1899 (or such similar provisions in the stamp law applicable to the State(s) in which this Agreement is executed),This Agreement, the deed of mortgage and/or memorandum of entry and declaration shall be stamped accordingly.
E. The Borrower shall and shall ensure that the Security Providers file all forms and make all filings as may be required under Applicable Law including, without limitation, the filing of Form CHG-1 under the Companies Act, 2013 with the applicable registrar of companies (if applicable), in respect of creation of Security as above within 30 (Thirty) days from the date of creation of Security.
F. The Borrower shall provide all co-operation and assistance that the Lender may require in relation to any filings required to be made with the Central Registry of Securitisation Asset Reconstruction and Security Interest and shall bear all cost, charges and expenses which may be incurred by the Lender in relation to such filings.
3.2 ADDITIONAL SECURITY In the event of the Security furnished by the Borrower is found to be insufficient/incorrect in value, the Borrower shall be directed to furnish additional
Security as may be required by the Lender. Notwithstanding the above, in the event the Security furnished by the Borrower is subsequently found to be of inferior value to that as declared by the Borrower in the Loan Application, the Loan may be recalled/Repayment of the Loan may be accelerated by the Lender with immediate effect.
3.3 CONTINUING SECURITYA. All Security furnished by the Borrower to the Lender in connection with the Loan shall remain a continuing Security to the Lender and the same shall
be binding upon the Borrower.B. The Borrower agrees that the Security shall not be discharged/ released by intermediate payment by the Borrower or any settlement of accounts by
the Borrower till such time all the dues in respect of the Loan and any other loan availed of by the Borrower and the Borrower Group (as defined hereinafter) entities/Persons from the Lender are fully paid to the satisfaction of the Lender and the Lender consents to give a discharge/release in respect of the Security in writing to the Borrower.
C. The Security shall be in addition to and not in derogation of any other security, which the Lender may at any time hold in respect of the Borrower's Dues and shall be available to the Lender until all accounts between the Lender and the Borrower in respect of the Loan are ultimately settled.
3.4 CROSS LIABILITY:A. The Borrower further agrees that the security created shall also be Security for all other monies that may be due and payable by the Borrower to the
Lender on any account whatsoever whether present or future including any liability of the Borrower as a surety or co-obligator either by himself or alongwith other any other Person.
B. The Borrower agrees with and undertakes that the Lender shall have an exclusive charge over the Security created and that the Borrower shall not create any other encumbrance, charge or Security Interest in the security so created or any of them in favour of any other Person or body, except with the prior written consent of the Lender. The charge/Security created by the Borrower under this Agreement shall continue and remain in force till such time all other dues under this Agreement and in respect of all other loan/facility obtained/to be obtained by the Borrower from the Lender are fully paid to the satisfaction of the Lender and the Lender issues a certificate of discharge.
C. The Security created under this Agreement or any other Transaction Documents and the liability of the Borrower shall not be affected, impaired or discharged by the winding up (voluntary or otherwise) or initiation of any insolvency proceedings under IBC or by any merger or amalgamation, reconstruction takeover of the management, dissolution or nationalization (as the case may be) of the Borrower. The Borrower covenants that the Security provided by the Borrower shall remain valid till the time for the Borrower's Dues have not been repaid in full to the Lender by the Borrower.
4. ARTICLE 4-CONDITIONS PRECEDENT4.1 The following shall be the conditions precedent for disbursal of the Loan or any tranche thereof;A. The Borrower meets the Lender's requirement of creditworthiness. The Lender shall be entitled to make or cause to be made inquiries of such
nature as the Lender may deem fit of the credit worthiness of the Borrower. The Lender shall be further entitled to call for such credentials from the Borrower as may be required to prove the creditworthiness of the Borrower.
B. The Borrower shall, prior to receiving the disbursal of the Loan, have utilised his own contribution, i.e. the cost of purchase of the Property or plot of land less loan availed/to be availed from the Lender unless specified by the Lender.
C. The Borrower/ Security Provider shall have an absolute, clear and marketable title to the Property and that the Property is absolutely unencumbered and free from any liability and prior charges whatsoever.
D. No Event of Default/cross-default shall have occurred and/or is continuing.E. Any disbursement of the Loan and/or tranche thereof shall, at the time of request therefore, be required immediately by the Borrower for the sole
and exclusive Purpose of the Borrower as stated in the Loan Application, and the Borrower shall produce such evidence of the proposed utilization of the proceeds of the disbursement of the Loan or any tranche thereof as is satisfactory to the Lender as and when required by the Lender.
F. No extraordinary or other circumstances shall have occurred which shall make it improbable for the Borrower to fulfill his/its obligations under this Agreement.
G. The Borrower shall have executed and delivered a money bond or a demand promissory note and a letter of continuity in favour of Lender for the amount of the Loan.
H. The Borrower shall have satisfied the Lender to the effect that there is no action, suit, proceedings or investigation pending or to the knowledge of the Borrower, or is threatened by or against the Borrower, before any court of law or tribunal or any other competent Government Authority which might have a effect on the financial and other affairs of the Borrower or which might put into question the validity or performance of this Agreement and/or other Transaction Documents executed by the Borrower in favour of the Lender.
I. The Borrower shall have satisfied the Lender about the utilization by the Borrower of the proceeds of any prior disbursements.J. No Material Adverse Effect shall have occurred and/or is subsisting.K. If applicable, the Borrower shall have provided certified true copies of the resolution of the members of the Borrower as stipulated under Section 180
(1) (a) and Section 180 (1) (c) of the Companies Act 2013, wherever applicable, along with certificate a from Chartered Accountant/Company Secretary for compliance of the requirement of Section 180 (1) (a) and Section 180 (1) (c) of the Companies Act 2013.
L. The Borrower shall have provided certified true copies of board resolutions and shareholder resolutions, which have been passed by the Board and the shareholders of the Borrower, respectively, for the purposes of enabling the Lender to undertake 'strategic debt restructuring' of the Loan Facility, which resolutions shall be in such form and manner as may be acceptable to the Lender.
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M. The Borrower shall have provided certified true copies of all corporate authorizations (both board resolutions as well as shareholder resolutions) of the Security Providers as are required for the entry by the Security Providers into the Transaction Documents to which they are party.
N. The Borrower shall have provided all such other information as may be required by the Lender pertaining to the Borrower and the Security Provider, including their respective registration details under the Goods and Services Tax Act, 2017.
O. The Security Provider shall have created and perfected the Security as set out in the Sanction Letter.P. The Borrower shall have provided self-attested copies of the insurance policies taken in respect of Property. Q. The Borrower shall have made payment of all fees and expenses to be paid by the Borrower.R. Such other conditions precedent as set out in the Sanction Letter.
5. ARTICLE 5 – COVENANTS5.1 PARTICULAR AFFIRMATIVE COVENANTS: The Borrower covenants with the Lender that during the tenor of the Loan:A. Utilization of Loan: The Borrower shall ensure that the entire Loan will be utilized for the Purpose as stated by the Borrower in the Loan Application
form and for no other purpose whatsoever.B. Acquisition/Construction: The Property will be acquired/Construction will be completed on the land comprising the Property as indicated in the
Loan Application and in accordance with the sanctioned plan and the Borrower will obtain and produce to the Lender a certified true copy of occupation/ completion certificate issued by the concerned municipal and/or other concerned Government Authority.
C. Notify Causes of Delay: The Lender shall promptly be notified of any event or circumstances which might cause a delay in the commencement or completion of the Construction of the Property or delay in the acquisition of the Property.
D. Maintenance of Property: The Borrower shall maintain the Property when purchased/completed in good order and condition and all necessary repairs, additions and improvements thereto will be made during the currency of the Loan and that the Borrower will ensure that the value of the Property does not diminish.
E. To notify change in Employment: The Borrower shall notify the Lender of any change in the Borrower's employment, business or profession. In the event the Borrower is self-employed, the Borrower hereby undertakes to keep the Lender informed about the financials of his business on a regular basis as may be notified to him by the Lender. In the event the Borrower is a company, partnership or sole proprietary, the Borrower shall provide the Lender such information and/or documents as may be required by the Lender.
F. Change in Address: i. The Borrower and Security Provider shall notify the Lender of any change in its residential status within 15 (fifteen) days of such change. ii. If the Borrower is a Person other than an individual, promptly inform the Lender of change in location of its office/registered office, name, main
business activity of the Borrower.G. Compliance with Rules etc and Payment of Maintenance Charges: The Borrower shall duly and punctually comply with all the terms and
conditions of holding the Property and all the rules, regulations, bye-laws, etc., of the concerned co-operative society, association, company or any other competent Government Authority, and pay such maintenance and other charges for the up keep of the Property as also any other dues, etc., as may be payable in respect of the Property and/or of the use thereof.
H. Insurance: I. The Borrower shall ensure that the Property is insured against fire, earthquake, flood, storm, tempest or typhoon and other hazards, as may be
required by the Lender, with the Lender being made the sole beneficiary under the policy/ies, for a value as required by the Lender and produce evidence thereof to the Lender from time to time and wherever called upon to do so.
II. That until any Borrower's Dues are outstanding under this Agreement, the Borrower shall ensure that the insurance policy/ies wherein the Lender is the sole beneficiary are valid, subsisting and operative by complying with the terms of issue of such insurance policy/ies including the timely payment of the premium for such policy/ies and agree to produce the necessary proof/receipts of such validity/subsistence/ operativeness to the Lender whenever required.
III. On default of the Borrower to keep the Property insured as aforesaid, Lender may, at its discretion, but without any obligation to do so, effect insurance of the Property and/or pay the premia in respect thereof at the risk, cost and responsibility of the Borrower and the Borrower hereby undertakes to reimburse Lender on demand all the amounts paid and/or incurred by the Lender in doing so, together with Taxes, if any, on such reimbursements, and on default of payment of such amounts by them, within 30 (Thirty) days of the demand being made by the Lender in this regard the Lender shall be at liberty to debit such amounts to the Accounts of the Borrower with the Lender and such amounts shall carry Interest and other Interest at the same rates as provided in the Agreement . For this purpose, the Lender will be acting as Borrower's pure agent to incur such expenditure or costs.
I. Loss/Damage to Property: The Borrower shall promptly inform the Lender of any loss or damage to Property due to any act of God or damage or other risks against which the Property may not have been insured.
J. Prevention of Money Laundering Act 2002: The Borrower declares that all the amounts including the amount of own contribution paid/payable in connection with the Property, as well as any Security for the loan, is/shall be through legitimate source and does not/ shall not constitute an offence of Money Laundering under the prevention of Money Laundering Act 2002, as amended from time to time and the rules framed thereunder.
K. Municipal Taxes and Charges: The Borrower shall pay all municipal taxes, ground rent and such other municipal and local charges in accordance with the municipal laws and regulations.
L. Inspection: The Borrower shall allow any person authorized by the Lender to have free access to the Property for the purpose of inspection.M. Notice of Dispute: The Borrower shall promptly give written notice to the Lender of : i. any dispute which might arise between the Borrower and any Person or any Governmental body or Government Authority relating to or
concerning the Property; ii. any distress or execution being levied against the Property; and iii. any circumstances affecting the ability of the Borrower to repay the Loan in the manner stipulated hereunder.N. Progress of Construction: The Lender will be informed at regular intervals of the progress of Construction of the dwelling unit/Property.O. Notice on Completion of Construction: The Lender will be given written notice on completion of Construction. The Borrower will obtain certificate of
occupation and certificate of completion, if any, from the relevant authorities and furnish certified true copy thereof to the Lender.
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P. Perfection of Security: The Borrower shall on the Lender's request do, perform and execute such acts, deeds, matters and things as the Lender may consider necessary either to perfect the Security provided for or to carry out the intent of this Agreement.
Q. Documents pertaining to the Acquisition of the Property: The Borrower agrees, confirms and acknowledges that the documents pertaining to acquisition of Property as entered into by the Borrower or executed for and on behalf of the Borrower which is the subject matter of the Loan are valid and subsisting during the Tenure of the Loan, subject to the terms of this Agreement, and the legal and beneficial ownership of the Property shall continue being in the name of the Borrower during the Tenure of the Loan subject to the terms of this Agreement.
R. Creation of Charge: If the Borrower is accompany, the Borrower shall register the charge created in favour of the Lender in proper form with the registrar of companies within a period of 30 days from the date of creation of charge.
S. Appropriate Stamp Duty: The Borrower shall bear all costs of making good any deficit in stamp duty on the documents executed by the Borrower in relation to the Loan and/or Security created by the Borrower in favour of the Lender.
T. Availability of Security: The Borrower agrees that any Security provided by the Borrower to the Lender under any other credit facility shall be available to the Lender under this Agreement upon the occurrence of an Event of Default under this Loan Agreement.
U. Auditors Written Certification: The Borrower acknowledges and is aware that the Lender shall have the right to call upon the Borrower to seek the Borrowers' auditor's written certification about diversion/siphoning of funds out of the Loan proceeds granted by the Lender to the Borrower, or the Lender shall have the right to directly seek such certification from the Borrower's auditor.
V. End Use of Loan: The Borrower shall utilize the Loan solely for the Purpose. The Borrower shall be under an obligation to provide all the information regarding end-use of the Loan proceeds as well as about any diversion/siphoning of funds and also undertakes that the Borrower shall ensure that such certificate as required by the Lender shall be obtained from the auditor of the Borrower and shall be submitted to the Lender.
W. Credit Information Companies/ Bureaus: The Lender shall have right to inform various credit information companies/ bureaus about the defaults if any committed by the Borrower in respect of Repayment of the Loan as per the Repayment schedule of the Loan transaction.
X. Right to declare a Wilful Defaulter: The Lender shall have the right to declare the Borrower as a wilful defaulter based on the conclusion drawn by the Lender in case of a default made by the Borrower in respect of the Repayment of the Loan / EMI / PEMII and the Lender shall also have the right to inform and declare the Borrower as wilful defaulter to the regulators including but not limited to, SEBI, RBI etc.
Y. Appointment of Personnel: The Borrowers shall have appointed and / or changed technical, financial and executive personnel of proper qualifications and experience for key posts and the terms and conditions for appointment of the managing director of the Borrower or any other Person holding substantial powers of management shall be in accordance with good industry practices and Applicable Law.
Z. Payment to the Staff: The Borrower shall ensure that they (i) make all payments to their staff, vendors, clients only through electronic transfer, except for office petty cash requirement, and (ii) receives all payments only through electronic transfer, except in cases where cheques are drawn on banks, which are not on national electronic funds transfer or real time gross settlement systems.
AA Maintenance of legal existence of the Borrower: The Borrower shall preserve and maintain its legal existence as a company engaged only in such activities as stated in the Memorandum and Articles of Association and shall procure and keep valid all Clearances required under Applicable Law for maintenance of its existence and for conduct of its business.
BB If required by the Lender, one or more authorised officers of the Borrower shall meet with the Lender as agreed at an agreed time to such matters regarding the Borrower as the Lender may request.
CC Each Borrower agrees that in accordance with the provisions of the RBI Circular on “Framework for revitalising distressed assets in the economy- Guidelines on Joint Lenders Forum and Corrective Action Plan”, the Lender shall be entitled to identify incipient stress in the Borrower's account held with it and pursuant thereto, create different sub-categories of such accounts. The Borrower agrees that the Lender shall report the credit information about the Borrower if the aggregate fund based and non-fund based exposure of the Lender is above the limit so specified by the RBI, in this regard, from time to time, to Central Repository of Information on Large Credits (“CRILC”). Each Borrower also affirms that the Lender shall be to refer accounts having an aggregate exposure above the prescribed parameters, limits to the Joint Lenders Forum (“JLF”), to be set up in accordance with the provisions as so prescribed by the RBI in order that the JLF can explore the possibility of suggesting a corrective action plan for such accounts. The Borrower agrees that it shall be bound to comply with the solutions that are set out by JLF, CRILC, including the option of rectification, restructuring, recovery or any other actions as so suggested by the JLF.
DD Shall fulfill such other affirmative covenants as set out in the Sanction Letter.
5.2 NEGATIVE COVENANTS The Borrower further covenants with the Lender that unless, the Lender otherwise previously approve in writing, the Borrower shall not:A. Utilization of Loan: i. Use the Loan for any speculative purpose or a purpose other than that stated with Loan Application. ii. The Borrower further covenants with the Lender that the Borrower shall not use the Loan for any anti-social purpose.B. Possession: Let out or give on leave or licence or otherwise howsoever part with the possession of the Property or any part thereof.C. Alienation: Sell, mortgage, lease, surrender or otherwise howsoever alienate, encumber or create any third-party interest in the Property or any
part thereof.D. Alterations or Additions to the Property: Make and/or allow to be made any alterations and/or additions in the Property.E. Agreements and Arrangements: Enter into any agreement or arrangement with any Person, institution or local or Government body for the use,
occupation or disposal of the Property or any part thereof.F. Change of Use: Change use of the Property. Provided that if the Property is used for any purpose other than residential/commercial purpose stated
therein, in addition to any other action which the Lender might take, the Lender shall be entitled to charge, in its sole discretion, such higher rate of interest as it might fix in the circumstances of the case.
G. Amalgamation or Merger: Amalgamate or merge the Property or any of the Borrower's other property with any other adjacent property nor shall the Borrower create any right of way or any other easement on the Property.
H. Surety or Guarantee: Stand surety for anybody or guarantee the repayment of any loan or the purchase price of any asset.I. Power of Attorney: Execute any document, such as power of attorney, or any other similar or other deed, in favour of any Person to deal with the
Property in any manner.J. Partition of the Property: Effect any oral or other partition of the Property or enter into any family arrangement or use it for any other purpose other
than for which the Facility was granted for.K. Third Party Borrowing: Borrow from any source or charge any property until the Borrower's Dues are paid in full.
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L. Change in Management Control: If the Borrower is a company, make any change in the constitution, management or existing ownership or Control or share capital of the Borrower.
M. Change in Partnership: If the Borrower is a partnership firm, dissolve or admit new partners in the partnership.N. Change in Limited Liability Partnership (LLP): If the Borrower is LLP, dissolve or admit new partners in the partnership.O. Merger and Amalgamation: If the Borrower is a company or a partnership firm, enter into a reconstruction or arrangement or merge or
amalgamate with any other company or body corporate or enter into any partnership.P. Leaves the Country: Leave India for employment or business or for long term stay abroad without fully repaying the Borrower's Dues including
prepayment charges as contained in the Schedule herein. If the Borrower becomes a non-resident Indian, the Borrower agrees to repay the Borrower's Dues in accordance with the rules, regulations, guidelines and norms of the RBI.
Q. Cancellation or Modification of Sale Deed: Enter into any agreement for cancellation of/cancel the sale deed/agreement to sell and/or modification of/modify the sale deed/agreement to sell entered into by the Borrower for the purchase of the Property.
R. Wilful Defaulters List: In case the Borrower is a company incorporated under the Companies Act, 1956/2013 such Borrower hereby undertakes that it shall not induct on its board a Person whose name appears in the list of Wilful Defaulters and that in case, such a Person is found to be on its board, it would take expeditious and effective steps for removal of the Person from its board.
S. Contract with Affiliates: The Borrower shall carry out all transactions with its affiliates and/or its group companies on arm's length terms and shall not enter into any transaction with an affiliate and/or any group company, which would result in a Material Adverse Effect.
T. In case of the Borrower being a trust, make any disbursements to any of its beneficiaries, as also to make any distributions of the trust property/trust fund or any part thereof, to any of its beneficiaries. Any disbursements/distribution or payment made contrary to this Article 5.2 (T) shall be void and the Lender shall be entitled to assail the same and require the trustee/beneficiaries to reverse such disbursement/distribution.
5.3 INFORMATION COVENANTS The Borrower shall forthwith inform/supply to the Lender, upon occurrence of any of the following events:A. Any event which has or might cause any potential default under the terms of any agreement entered into by the Borrower, in relation to its business
or for the purpose of availing of any Indebtedness.B. The Borrower shall promptly inform the Lender, if the Borrower receives any notice of any litigations being initiated against the Borrower or any
notice threatening to initiate any litigation against the Borrower or if a receiver is appointed or is to be appointed in respect of any of their properties or business or undertaking including without limitation the Property.
C. The Borrower shall promptly inform the Lender in writing of the occurrence of any event which constitutes (or, with the giving of notice, lapse of time, would be likely to constitute) an Event of Default specifying the nature of such event and the steps the Borrower is proposing to remedy the same.
D. The Borrower shall promptly inform the Lender of any notice received by the Borrower purporting to cancel or alter the terms of any insurance contract taken for the Property.
E. The Borrower shall promptly inform the Lender in writing of the happening of or any happenings likely to have a Material Adverse Effect on the Borrower or on the ability of the Borrower to repay the Loan or on the Property, with an explanation of the reasons therefor and the steps taken (if any) to remedy the same.
F. The Borrower shall promptly inform the Lender in writing of any loss or significant damage which the Borrower may suffer or have suffered due to any risk or event against which the Borrower may not have/ have not (as applicable) insured its properties including without limitation the Property.
G. The Borrower shall provide to the Lender such information as the Lender shall require as to all matters relating to the business, financials, property and affairs of the Borrower.
H. The Borrower shall promptly inform the Lender regarding any communication received from any Government Authority to acquire compulsorily the Borrower, any the Property or any part of the Borrower's business or assets.
I. If the Lender is obliged for any reason to comply with 'know your customer' or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly on the request of the Lender, supply (or procure the supply of) such documentation and other evidence as is requested in order for the Lender to carry out, and be satisfied that it has complied with, all necessary 'know your customer' or other similar checks under all Applicable Laws in relation to the transactions contemplated in the Transaction Documents.
J. The Borrower shall promptly inform the Lender of the occurrence of any event which it becomes aware which might adversely affect any of the Security Provider(s) or its ability to perform its obligations under the relevant Security Documents.
K. The Borrower shall inform the Lender prior to undertaking any of the activities as mentioned below by giving a 15 (fifteen) days prior notice: 1. apply for a voluntary winding up; 2. substantially change its accounting policies; 3. change its practice with regard to remuneration of Directors by means of ordinary remuneration or commission, or sitting fees. except where
mandated by any legal or regulatory provisions.
6. ARTICLE 6 –REPRESENTATION AND WARRANTIES The Borrower warrants and undertakes to the Lender as under:A. Clear and Marketable Title: The Borrower assures the Lender that the Borrower and Security Provider have absolute clear and marketable title to
the Property and that the Property is absolutely unencumbered and free from any liability whatsoever.B. Possession: The Borrower shall continue to remain in occupation/possession of the Property and shall not part with the possession thereof either
partly or wholly until the entire Loan with interest has been repaid to the Lender.C. Disclosure of Facts: The information given in the Loan Application form and end use of funds letter and any prior or subsequent information
provided or explanation furnished to the Lender in this behalf are true, complete and accurate in every respect.D. Confirmation of Loan Application: The Borrower has disclosed/furnished all facts/information to the Lender in respect of the Loan and all
information in the Loan Application and/or other Transaction Documents and/or or in any supporting documents or otherwise howsoever is absolutely true, correct and complete in all respects and that no factor information necessary to be furnished by the Borrower has been omitted to stated in order to induce the Lender to provide the Loan.
E. Purpose of the Loan: The Loan shall be utilised solely for the Purpose and the Purpose for which the Loan is taken is not illegal, speculative or nefarious.
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F. Disclosure of Material Changes/Defects in the Property: i. The Borrower assures that subsequent to the submission of the Loan Application there has been no material change, which would affect the
acquisition of the Property/construction of a dwelling unit on the land comprising the Property or the grant/provision of Loan by the Lender to the Borrower.
ii. The Borrower is not aware of any document, judgement or legal process or other charges or of any latent or patent defect affecting the title of the Property or of any defect in the Property which has remained undisclosed and/or which may affect the Lender prejudicially.
G. Public Schemes affecting the Borrower's Property: The Property is not included in or affected by any of the schemes of Government or of the improvement trust or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Government or of any Government Authority. The Borrower hereby declares and confirms that the property has been constructed in strict accordance with the building plans that have been duly approved / sanctioned by the municipal corporation or in accordance with the building bye- laws.
H. Due Payments of Public and other demands: The Borrower has paid and will pay when due, all public demands such as income Tax, property Taxes and all the other Taxes and revenues payable to the Government or any Government Authority and that at present there are no arrears of such Taxes and revenues due and outstanding.
I. Verification of Documents: The Borrower confirms that the true copies of the documents submitted for the purpose of the Loan are genuine. The Lender may at anytime, call for or require verification of originals of any/all such copies. Any such copy in possession of the Lender shall be deemed to have been given only by the Borrower.
J. Litigation: The Borrower confirms that there is no action, suit, proceedings or investigation pending or to the knowledge of the Borrower, threatened, by or against the Borrower before any court of law or Government Authority or any other competent authority which might have a Material Adverse Effect on the financial and other affairs of the Borrower or which might put into question the validity or performance of this Agreement or any of its terms and conditions.
K. Due Care and Caution: The Borrower agrees, confirms and acknowledges that the Borrower has exercised due care and caution (including, where necessary, obtaining of advise of Tax/legal/accounting/financial/other professionals) prior to taking of the decision, acting or omitting to act, in respect of financing and/or the Property and further agrees, confirms and acknowledges that the Lender is not responsible for any delay in construction/giving of possession/completion of the Property including where the Lender may have approached/sanctioned or otherwise provided by the Borrower any information in respect of the builder/developer/seller of the Property.
L. Contract for Sale: That the contract for sale with the vendor is valid and subsisting.M. Violation of Covenants: The Borrower does not violate any covenant, conditions or stipulations under any existing Agreements entered into by the
Borrower with any party, by availing the Loan from the Lender.N. Necessary Approvals: The Borrower assures that all the necessary approvals and Clearances required for availing the Loan and creating the
Security/ Securities have been obtained or shall be obtained.O. Infringement of Local Laws: The Borrower assures that no suit is pending in the municipality, magistrate's court or any court of law in respect of the
Property nor has the Borrower been served with any notice for infringing the provisions of the municipal act or any other act relating to local bodies or gram-panchayat or local authorities or with any other process under any of these Acts.
P. Charges and Encumbrances: The Borrower hereby represents and warrants to the Lender that the Property over which mortgage is proposed to be created herein before expressed to be granted, conveyed, assigned, transferred, assured and charged are the absolute properties of the Borrower and that they are free from any mortgage, charge or encumbrance and are not subject to any lis pendens, attachment or other process issued by any court of law;
Q. Rules prescribed by the Lender: The Borrower shall keep himself acquainted with the rules prescribed by the Lender in force from time to time.R. The Borrower is not party to any contracts or agreement with any of its affiliates and/or its group companies, under which there are any outstanding
obligations or liabilities, except in ordinary course of business or in accordance with acceptable commercial practices or as permitted under the terms of this Agreement.
S. All contracts entered into by the Borrowers with their respective affiliates and / or its group companies are on arm's length basis and all terms of such contracts are in accordance with the acceptable commercial practices
T. The Borrower hereby confirms that no proceedings or no actions have been initiated against the Borrower under IBC.U. The Borrower is entitled and empowered to borrow the Loan, provide the Security Documents and execute the promissory notes if any and all other
documents and papers in connection with Loan and upon execution of the same will create legal and binding obligations on the Borrower and shall been force able in accordance with their respective terms.
V. The Borrower confirms that the representations and warranties contained herein shall be deemed to be repeated by the Borrower on and as of each day from the date of this Agreement until all sums due or owing hereunder by the Borrower to the Lender have been paid in full, as if made with reference to the facts and circumstances existing on such day.
W. In case of the Borrower being an HUF, the subject matter of this Agreement and entering into the obligations hereunder or pursuant hereto including the borrowing of the Loan under this Agreement and the Purpose thereof as also creating of Security over the Assets for securing inter alia the Borrower's Dues, is for legal necessity and/or benefit of estate of the HUF.
X. In case of the Borrower being an HUF, either all the adult members/coparceners of HUF have signed, executed and delivered this Agreement and other Transaction Documents or the Karta has the full authority from all the adult members of the HUF to (for and on behalf of the HUF as also on their behalf in personal capacity) to sign, execute and deliver this Agreement and other Transaction Documents, and to enter into the obligations mentioned thereunder and pursuant thereto and the Karta has accordingly signed, executed and delivered this Agreement and other Transaction Documents for and on behalf of the HUF as well as on behalf of the Karta and each of the members/coparceners of HUF in their personal capacity.
Y. In case of the Borrower being an HUF, the Karta and each of the other members of the HUF, shall in addition to the HUF, be personally and fully liable, on a joint and several basis, to the Lender for the Borrower's Dues and for performance of the obligations of the Borrower under this Agreement and the other Transaction Documents.
7. ARTICLE 7 - EVENTS OF DEFAULT. The following events shall be considered as 'Events of Default':-
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A. Non-payment of Dues: If the Borrower's Dues or any part thereof is not paid and/or repaid to the Lender on the respective Due Dates for such amount(s);
B. Performance of Covenants: If default shall have occurred in the performance of any other covenants, conditions or agreements on the part of the Borrower and / or the Security Provider, under this Agreement or any other agreement(s) between the Borrower, the Security Providers and the Lender in respect of the Loan or any other loan;
C. Supply of Misleading Information: If any information given by the Borrower to the Lender in the Loan Application form and/or in the Transaction Documents or otherwise is found to be misleading or incorrect in any respect or any representation or warranty referred to in Article is found to be in correct;
D. Depreciation of Security: If any Property on which the Security for the Loan is created depreciates in value to such an extent that in the opinion of the Lender further Security should be given and such Security is not given on written demand;
E. Sale or disposal of Security: If the Property or any part thereof is let out , given on leave and license, sold, disposed of, charged, encumbered or otherwise alienated in any manner whatsoever without written approval of the Lender;
F. Attachment or Distraint on Property: If an attachment or distraint is levied on the Property or any part thereof and/or proceedings are takenorcommencedforrecoveryofanyduesfromtheBorroweragainsttheProperty;
G. Failure to furnish information/documents/cheques: If the Borrower fails to furnish any information or documents or cheques required by the Lender;
H. Notice to Lender on happening of an Event of Default: If the Borrower fails to inform the Lender of the occurrence of any Event of Default or any event which after the notice or lapse of time, or both, would become an Event of Default;
I. Cheque is dishonoured: If a cheque in respect of any monthly payment is not paid on the date thereof or where any such Cheque is renewed before the date of its payment; or if a cheque in respect of any payment including but not limited to EMI is dishonoured;
J. Failure to furnish Post Dated Cheque/ECS: If the Borrower fails to deliver Post Dated Cheques in accordance with the terms of the Loan or as and when demanded by the Lender;
K. Failure to create Security: If the Borrower and/or the Security Provider fails to create Security as required by the Lender;L. Infructuous Security: If any Security for the Loan becomes infructuous or is challenged by the Borrower or any other person;M. In capability of the Borrower/s /Security Providers: Where the Borrower or where the Loan has been provided to more than one Borrower,
anyone of the Borrowers is divorced or dies and the other surviving borrower is incapable of securing the Loan in the sole opinion of the Lender;N. Short Payment: Where any payment made by the Borrower to the Lender falls short of payment required to be made by the Borrower with respect
to the amount due from the Borrower to the Lender;O. Death of Borrower/s: Where the Loan has been provided to a single Borrower and the Borrower is an /are individual, upon the occurrence of
death of such Borrower;P. Fraud by the Borrower/s: the Borrower/s or Security Provider acts fraudulently or dishonestly;Q. Criminal conviction: the Borrower/s or Security Provider is convicted of crime;R. Failure to furnish End Use Statement: If the Borrower fails to furnish to the Lender detailed end use statement of the Loan as and when so required
by the Lender within 10(ten) days of receiving such request from the Lender;S. Change in Management Control: There is any change in the constitution, management or existing ownership or control of share capital of the
Borrower [in case the (I)Borrower is a company or partnership firm];T. Inability to pay Debts: Where the Borrower and/or the Security Provider is an individual, if the Borrower and/or the Security Provider, as the case
may be, commits an act of insolvency or makes an application for declaring himself an insolvent or an order is passed against the Borrower and /or the Security Provider, declaring him/ her an insolvent/ Where the Borrower and/or the Security Provider is a partnership firm, if the Borrower and/or the Security Provider, is dissolved or a notice of dissolution is given to it or any of its partners or if the Borrower and/or the Security Providers, or any of its partners commits an act of insolvency or makes an application for being declared insolvent or an order is passed declaring it or them or any of them an insolvent / Where the Borrower and/or the Security Provider is a company, if the Borrower and/or the Security Provider, as the case may be, is unable to pay its debts within the meaning of section 271 of the Companies Act ,2013 or any action for winding-up is initiated or a resolution for winding-up of the Borrower and/or the Security Provider, is passed or any petition for its winding-up filed or any order for winding-up is made against the Borrower and/or the Security Provider or if a liquidator is appointed in respect of any property or estate of the Borrower / Where the Borrower and/or the Security Provider is a limited liability partnership, if the Borrower and/or the Security Provider, as the case may be, is unable to pay its debts and any action for winding-up and dissolution has been initiated or a resolution for winding-up and dissolution of the Borrower and/or the Security Provider is passed or any petition for its winding-up and dissolution is filed or any order for winding-up and dissolution is made against the Borrower and/or the Security Provider or if a liquidator is appointed in respect of any property or estate of the Borrower and/or the Security Provider;
U. Withdrawal of Permission/Authorization: If any permission, authorization, issued by the Government Authority (ies) with respect to construction and/or legality of the Property is withdrawn or cancelled or withheld for any reason whatsoever;
V. Default under Credit Facility Management / Cross Default: If the Borrower and/or the Security Provider makes any default under any credit facility agreement or arrangement entered into by the Borrower and/or the Security Provider, with the Lender, its subsidiaries, affiliates or any other bank, financial institution / non-banking financial company and/or other creditors;
W. Failure to deliver balance information: If the Borrower fails to sign and deliver to the Lender the balance confirmation of the Loan as and when so required by the Lender in the absence of any manifest error in calculation of such statement pointed out by the Borrower within 15 days after receiving the balance confirmation statement from the Lender;
X. The occurrence of any event or circumstances, whether attributable to the Borrower and/or the Security Provider or not, which, in the opinion of the Lender, is prejudicial to or imperils the Security Interest or which causes the Security, or any part thereof, in the judgement of the Lender to become unsatisfactory as to character or value or is in jeopardy;
Y. The Borrower and/or the Security Provider has become the subject of proceedings, demand notice or any action initiated by any Person under any bankruptcy or insolvency law including under the IBC.
8. ARTICLE 8 - REMEDIES OF THE LENDER8.1 Upon the occurrence of an Event of Default, without prejudice to the Lender's rights and remedies under contract or law, and without necessity of
any demand upon or notice to the Borrower, all of which are hereby expressly waived by the Borrower, and notwithstanding anything to the
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contrary contained herein or in any of the other Transaction Documents, the Lender may at its absolute discretion and at the cost of the Borrower, pursue any or all the following, and whether simultaneously or independently or otherwise:
A. Cancel the Facility (if undrawn); B. Accelerate the Facility and declare the Borrower's Dues, immediately due and payable; C. Enforce the Security or any part thereof; D. Require a concurrent audit of the Borrower to be done, in such manner and upon such terms and conditions as the Lender may provide for; E. Restrict the Borrower from making any payments to any of its shareholders or affiliates, whether in the form of dividend payments or otherwise; F. Stipulate any further terms and conditions as the Lender deems fit with respect to Transaction Documents; G. The right to convert (which right is hereinafter referred to as “the Conversion Right”), at its option, either the whole or any part of the Borrower's
Dues into fully paid up and voting equity shares of the Borrower at par or book value of such shares or such other value as the Lender may determine whether as part of any strategic debt restructuring scheme/ other scheme as the Lender may determine or otherwise. Such conversion shall take place in a manner specified in a notice in writing to be given by the Lender to the Borrower prior to the date on which the conversion is to take effect stipulated in such notice. On receipt of notice of conversion, the Borrower shall take all actions to, and shall, allot and issue the requisite number of fully paid up and voting equity shares to the Lender as from the date of conversion. The equity shares so allotted and issued to the Lender shall carry from the date of conversion the right to receive the dividends and other distribution declared or to be declared in respect of the equity share capital of the Borrower and shall rank pari passu with the other fully voting equity shares of the Borrower in all respects. The Conversion Right reserved as aforesaid may be exercised by the Lender on one or more occasions at all times up to the Final Settlement Date and shall be exercisable by the Lender without prejudice to the rights available to the Lender under the Transaction Documents and/or Applicable Law;
H. The Lender shall have a right to review the management set up or organisation of the Borrower and to require the Borrower to restructure it as may be considered necessary by the Lender, including the formation of management committees with such powers and functions as may be considered suitable by the Lender. The Borrower shall promptly comply with all such requirements of the Lender;
I. Exercise any of the rights set out in Article 12 of this Agreement; J. To take all steps and actions as may be required to enable the Lender to exercise Control over the Borrower including, without limitation, steps
pursuant to Article 8.1 K below; K. If the Borrower is a company, appoint such number of nominee/ whole time director(s) on the Board of Directors of the Borrower that would
constitute a majority ('Nominee Director/s') as the Lender may deem fit or as may be specified in the Schedule hereto and any costs incurred by the Lender in relation to such appointment shall be borne by the Borrower and the Borrower shall do all acts, deeds and things necessary in this regard, including but not limited to making necessary alterations to its memorandum of association/ articles of association as may be required; and
L. Exercise any other rights that the Lender may have under Applicable Law, any other law for the time being in force, the Transaction Documents.8.2 Notwithstanding anything to the contrary contained in any of the Transaction Documents:A. Upon the occurrence of following events: i) Filling of any application by any Person against any of the Obligors or by any Obligor itself, before any forum under the IBC, or passing of any
resolution of directors or of members or declaration of partners, for the purposes of/ towards/recommending filing of any proceedings or application for initiation of insolvency resolution process or fast track resolution process or voluntary liquidation process or fresh start process or bankruptcy or any kind of insolvency/resolution/liquidation/bankruptcy process by whatever name called in relation to any of the Obligors;
ii) Issuance of any demand notice by any of the creditors including the operational creditors under Section 8 of the IBC to any of the Obligors demanding the payment of amount involved in default as mentioned therein or threatening filing of any proceedings for initiation of the insolvency resolution process;
iii) Any seizure, confiscation, possession of the Property or any part thereof or similar action or issuance of any notice therefor or any notice in the nature of garnishee issued by any of the Authorities in relation to any of the Obligors or any of their assets;
iv) Any action or event which shall trigger initiation of any moratorium or standstill of any nature, whether by statutory operation or otherwise under any Applicable Law, in relation to any of the Obligors or any of their assets;
the Borrower's Dues shall stand accelerated forthwith (unless expressly waived by the Lender in writing) without any further act, deed or provision of notice by the Lender and the Lender shall be entitled to exercise all rights available to it under the Transaction Documents, Applicable Law or otherwise in respect of such Event of Default including, without limitation, the enforcement of all Security Interests created in favour of the Lender in respect of the Loan Facility.
8.3 Nominee DirectorA. In the event that the Lender exercises its rights to appoint Nominee Director(s), as provided for in Article above, the Borrower agrees that any
Nominee Director so appointed by the Lender, shall: i) not be required to hold qualification shares nor be liable to retire by rotation; ii) be indemnified for any expenditure incurred by the Nominee Director in connection with his appointment of directorship which shall be borne
and payable by Borrower subject to documentary evidence of such expenses being provided to the Borrower, together with interest which shall be calculated at the Rate of Interest;
iii) be appointed as a member of any of the committees of the Board, if so desired by the Lender; iv) be entitled to receive in advance all notices, agenda, etc. and to attend all general meetings and Board meetings and meetings of any
committees of the Board which he/ She is a member of.B. If, at any time, the Nominee Director is not able to attend a meeting of the Board of or any of its committees of which (s) he is a member, the Lender
may depute an observer to attend the meeting;C. The Nominee Director shall be entitled to furnish to the Lender a report of the proceedings of all such meetings;D. The appointment/ removal of the Nominee Director shall be by a notice in writing by the Lender addressed to the Borrower and shall (unless
otherwise indicated by the Lender) take effect forthwith upon such a notice being delivered to Borrower;E. The Nominee Director shall be entitled to all the rights, privileges and indemnities which are available to of other Board of Directors including
payment of the sitting fees and expenses as are payable by Borrower to the other Board of Directors;
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F. The Nominee Director shall have the right to provide information regarding the Borrower, that is in the Nominee Directors' discretion, relevant for the Lender, or relevant to or pertaining to the Transaction Documents;
G. The Borrower agrees that the Nominee Director shall not be liable for any act or omission of the Borrower;H. The Borrower hereby agrees to hold the Nominee Director and/or the Lender harmless and to indemnify the Nominee Director and/or the Lender
from and against any and all expenses, liabilities and losses incurred or suffered by the Nominee Director and/or the Lender, as the case may be in connection with any action, suit or proceedings, whether civil or criminal, administrative or investigative, asserted against, imposed upon, or incurred or suffered by the Nominee Director and/or the Lender (including attorney's fees and expenses), directly or indirectly, resulting from, based upon, arising out of or relating to the appointment of the Nominee Director by or on behalf of the Lender. The indemnification as provided by the provisions of this Agreement or any law for the time being in force, shall not be deemed exclusive of any other rights to which Nominee Director or the Lender may be entitled under Applicable Law, or any other agreement, or otherwise;
I. The Borrower will permit officers and designated representatives of the Lender (including without limitation, any Nominee Director and/or observers appointed by the Lender) to carry out technical, legal or financial inspections or visit and inspect, any of the properties of the Borrower, including the business facilities, works and buildings thereon, and to examine the books of records and accounts of the Borrower. The cost of any such visit shall be borne by the Borrower.
8.4 If any Event of Default or any event, which, after the notice or lapse of time or both, would constitute an Event of Default, shall have happened, the Borrower shall forthwith give to the Lender notice thereof in writing specifying such Event of Default, or such event.
8.5 All costs incurred by Lender after an Event of Default has occurred in connection with: i. Preservation of the Property or other assets of the Borrower (whether now or hereafter existing); or ii. Collection of amounts due under this Agreement may be charged to the Borrower and reimbursed, as the Lender shall specify. For this purpose,
Lender will be acting as Borrower's pure agent to incur such charges, expenditure or costs, as aforesaid, for the purposes of collection of amounts.
8.6 The Lender may issue any certificate as regards payment of any amounts paid by the Borrower to Lender in terms of this Agreement only if the Borrower has paid all amounts due under this Agreement to the Lender and the Borrower has complied with all the terms of this Agreement.
8.7 In the Event of Default, the Lender shall be entitled to communicate, in any manner it may deem fit, to or with any Person or Persons with a view to receiving assistance of such Person or Persons in recovering the defaulted amounts including but not limited to visiting the Property and/or any place of work of the Borrower.
9. ARTICLE 9–WAIVER No delay in exercising or omission to exercise, any right, power or remedy accruing to the Lender upon any default or otherwise under this
Agreement, mortgage deed or any other agreement or document, shall impair any right, power or remedy or shall be construed as a waiver thereof or any acquiescence in such default affect or impair any right, power or remedy of the Lender in respect of any other default.
10. ARTICLE 10- EFFECTIVE DATE OF TERMS AND CONDITIONS This Agreement shall become binding on the Borrower and the Lender on and from the date of execution hereof. It shall be in full force till the Loan is
fully repaid and any other moneys due and payable to the Lender under this Agreement as well as all other agreements, documents which may be subsisting/ executed between the Borrower and the Lender is fully paid. In case of any change in terms and conditions of this Agreement, the same shall be informed to the Borrower by a written notice.
11. ARTICLE 11-INSPECTION, ASSIGNMENTA. The Borrower shall permit inspection of all books of accounts and other records maintained by the Borrower in respect of the Loan to officers of the
Lender. The Borrower shall also permit similar inspection by officers of such other companies, banks, institutions or bodies as Lender may approve and intimate to the Borrower.
B. The Lender shall have the right to create charge over the Property in favour of any bank, institution or body by way of Security for any refinance facility or any loan availed of by Lender from such bank, institution or body. The Lender shall also have the right to transfer or assign the mortgage over the Property in favour of any bank, institution or body in connection with any sale or transfer of the Loan by Lender to them.
C. The Lender shall have the authority to make available any information contained in the Loan Application and/or any document or paper or statement submitted to the Lender by or on behalf of the Borrower and/or pertaining or relating to the Borrower and/or the Loan including as to its Repayment, conduct, to any rating or other agency or institution or body as Lender in its sole discretion may deem fit. The Lender shall also have the authority to seek and/or receive any information as it may deem fit in connection with the Loan and/or the Borrower from any source or person or entity to whom the Borrower hereby authorizes to furnish such information.
12. ARTICLE 12 – DISCLOSURE OF INFORMATIONA. The Lender may disclose to any actual or potential assignee or transferee or novatee or participant or sub-participant or to any Person who may
otherwise enter into contractual relations with the Lender in relation to this Agreement such credit information about the Borrower including but not limited to details of its facilities, any security taken, transactions undertaken and balances and positions with the Lender, as the Lender shall consider appropriate. The Borrower consents to the Lender disclosing any credit information relating to the Borrower to (i) the Lender's registered office, the Lender's head office, other branch offices, Subsidiary or Holding of the Lender, Affiliates, representative and branch offices in any jurisdiction (the 'Permitted Parties'), (ii) professional advisers and service providers of the Permitted Parties who are under a duty of confidentiality to the Permitted Parties, (iii) any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to any Permitted Party, (iv) any court or tribunal or regulatory, supervisory, governmental or quasi-governmental authority with jurisdiction over the Permitted Parties, for purposes in connection with the services/facilities provided or to be provided by the Lender and facilitating the Lender's management of the relationship between the Lender and/or their Affiliate and the Borrower.
i) Affiliate means a Subsidiary or a Holding Company of a Person or any other Subsidiary of that Holding Company. ii) Holding Company of any other Person means a company in respect of which that other person is a Subsidiary. iii) Subsidiary means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent of the voting
capital or similar right of ownership and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise.
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B. The Borrower further agrees that in addition to any other right enjoyed by the Lender in the event of the Borrower committing any act of default, the Lender shall be entitled, with prior notice to the Borrower, to disclose to the RBI or to any other Government Authority or to any third person, on its being called upon to do so, the name/identity of the Borrower and the fact of his having committed any act of default as aforesaid.
C. The Borrower understands that as a pre-condition, relating to grant of the Loan to the Borrower, the Borrower hereby agrees and gives consent for the disclosure by the Lender of all or any such:
i) information and data relating to the Borrower; ii) the information or data relating to any loan availed of/ to be availed, by the Borrower; iii) default, if any, committed by the Borrower, in discharge of the Borrower's such obligation as the Lender may deem appropriate and necessary,
to disclose and furnish to Credit Information Bureau (India) Ltd. and any other agency authorized in this behalf by RBI.D. The Borrower declares that the information and data furnished by the Borrower to the Lender are true and correct.E. The Borrower undertakes that: i) the Credit Information Bureau (India) Ltd. and any other agency so authorized may use, process the said information and data disclosed by the
Lender in the manner as deemed fit by them, and. ii) the Credit Information Bureau (India) Ltd. and any other agency so authorized may furnish for consideration, the processed information and
data products thereof prepared by them, to banks/financial institutions and other credit grantors or registered users, as may be specified by the RBI in this behalf.
F. The Borrower confirms that the Lender may for the purposes of credit reference checks, verification, etc. disclose any information/documents relating to the Borrower under this Agreement to any third party.
G. The Borrower further authorizes the Lender to disclose such information/documents to RBI, income Tax authorities, Credit Bureau (India) Ltd, third parties, credit rating agencies, databanks, corporates, other banks, financial institutions or any other Government Authorities, statutory authorities, quasi-judicial authorities.
H. Miscellaneous Disclosures by the Borrowers: a) The Borrowers shall disclose in the pamphlets / brochures etc., the name (s) of the Lender/ other lenders to which the Property is mortgaged. b) The Borrowers shall append the information relating to mortgage while publishing advertisement of a particular scheme in newspapers/
magazines etc. c) The Borrowers shall indicate in their pamphlets /brochures, that they would provide no objection certificate (NOC) / permissions of the
mortgagee, Lender for sale of bungalows /Property, if required.
13. ARTICLE 13 – ASSIGNMENT/NOVATIONA. The Borrower shall not be entitled to directly or indirectly, assign or in any manner transfer, whether in whole or part, any of its rights, benefits,
obligations or liabilities, under, pursuant to or in relation to the Facility, Borrower's Dues, this Agreement, Security, Transaction Documents, to any Person.
B. The Lender shall at any time, without any consent of or notice/intimation to the Borrower(s), be entitled to encumber, securitize, sell, assign, discount or transfer, and/or create Security Interest on, all or any part of the Lender's rights, benefits, entitlements and/or obligations under, pursuant to or in relation to the Loan Facility, Borrower's Dues, this Agreement, Security, Transaction Documents, to any Person(s)/ in favour of any Person(s) and in such manner and on such terms as the Lender may decide in its absolute discretion. Any such sale, assignment, securitization or transfer shall conclusively bind the Borrower.
C. The Borrower shall be bound to accept any such securitization and any such sale, assignment, or transfer and the Borrower shall accept such other party (s) as creditors exclusively or as a joint creditor with the Lender, or as a creditor exclusively with the right of Lender to continue to exercise all powers hereunder on behalf of any such other party. The Borrower hereby also agrees and acknowledges that post such sale, assignment, or transfer by the Lender, the new Lender shall have the right to revise the Lender's PLR by linking the same to its own prime lending rate.
D. Any cost in this behalf, whether on account of such sale, assignment or transfer or enforcement of rights and recovery of outstanding and dues shall be to the account of the Borrower. The Borrower undertakes to pay to third parties the Loan outstanding to the extent assigned by the Lender to the third party and to the Lender the portion of the Loan outstanding which has not been assigned by the Lender to the third parties.
E. Without prejudice to the aforesaid provision, the Lender may (at its sole discretion), without notice to the Borrower, share the credit risk of the whole or a part of the Facility with any other Person by way of participation. Notwithstanding such participation, all rights, title, interests, special status and other benefits and privileges enjoyed or conferred upon or held by the Lender under the Agreement and the other Transaction Documents shall remain valid, effective and enforceable by the Lender on the same terms and conditions and the Borrower shall continue to discharge in full all its obligations under the Agreement and the other Transaction Documents to the Lender. The Borrower shall not have and shall not claim any privity of contract with such participating bank on account of any reason whatsoever.
14. ARTICLE 14 – INDEMNIFICATION14.1 Without prejudice to the other rights of the Parties under this agreement or Applicable Law, the Borrower undertakes to indemnify and keep Lender
and its officers/employees or any of its respective directors, officers, employees, representatives, attorneys, associates and agents (each an 'Indemnified Party') fully indemnified and harmless from and against all the consequences of breach of any of the terms, condition, statements, undertakings representations and warranties of this Agreement as also of any of its representations or warranties not being found to be true at any point of time, including any actions, suits, claims, proceedings, damages, liabilities, losses, expenses(including fees, disbursements and other charges of counsel which may be incurred by the Indemnified Party in any action between the Borrower and the Indemnified Party or between the Indemnified Party and the Government Authority or between the Indemnified Party and any Person) or costs faced, suffered or incurred by any of the Indemnified Party (collectively, 'Losses') by reason of or in connection with this Agreement or under any of the Transaction Documents or any actions or steps taken pursuant thereto, including arising out of/as a result of:
A. The representations and warranties given by the Borrower under any of the Transaction Documents being false or untrue or misleading; B. The Borrower failing to comply with the provisions of any Applicable Laws and any other law for the time being in force; C. The Borrower failing to take necessary action to protect the interest of the Lender and whole or any part of the properties including the Property; D. Negligence or default on the part any of the Borrower in complying with the provisions of this Agreement and the Transaction Documents; E. Any Material Adverse Effect; F. Acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
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G. Investigating any event which it reasonably believes is an Event of Default; H. The occurrence of any Event of Default or any cause thereof; I. Any delay in payment of any sums payable or reimbursable by the Borrower to the Lender under or pursuant to this Agreement and the
Transaction Documents; J. Levy by any Government Authority of any charge, Tax or penalty in connection with regularising or perfecting any of the Transaction Documents
as may be required under Applicable Law and any other law for the time being in force at any time until the Borrower's Dues have been repaid in full to the Lender, or getting any of the Transaction Documents admitted into evidence, or relying on any Transaction Documents for proving any claim; and/or
K. the exercise of any of the rights by the Lender under this Agreement or under any of the Transaction Documents as a result of any breach or non-performance of the Borrower of any obligations under this Agreement or under any other Transaction Documents.
14.2 The Borrower hereby accepts and acknowledges to have clearly agreed and understood that this indemnity would cover all acts and omissions on the part of the warranties and/or representations of the Borrower. Similarly, In the event of any claims being made on Lender, on account of any breach of warranty, representations, non-compliance of any Applicable Law, unauthorized act, fraud, deed or thing done or omitted to be done or undertaking made by Borrower or its employees, agents, being false, the Borrower undertakes to pay forthwith on first demand being made by the Lender of any amount on this account without any demur, reservation, contest, protest whatsoever.
14.3 The Borrowers doth hereby further undertakes to indemnify the Lender from all losses, damages, costs and expenses including but not limited to costs suffered by the Lender in defending any suit, application or proceeding against the Lender or any of its officers, employees or agents that Lender may suffer on account of any defect in the title of the land or Property mortgaged to Lender or by reason of any suit, application, proceeding, complaint filed by any third party for whatsoever reason.
14.4 The Borrowers undertake to pay forthwith on demand to the Lender all costs and expenses and in no case later than 30 (Thirty) calendar days from the date on which demand being made by the Lender (including legal costs between legal counsel and clients) on a full indemnity basis incurred and or to be incurred by the Lender for investigation of title to any Property offered as Security and for the preparation, execution, preservation, performance, enforcement and realization of the Borrower's Dues, Transaction Documents and other instruments creating and/or evidencing the creation of any security for the Loan as also any other instruments required in connection with the Loan.
14.5 The Borrower shall forthwith and not later than 30 (Thirty) days from the date receipt of any notice from the Lender in relation to the aforesaid, pay over to and make good to the Lender all the sums and amounts as may be claimed by the Lender in this regard from the Borrower and if such payment is not made within the timeline prescribe aforesaid then the Lender will be liable to make such payment together with Interest and Additional Interest (if any) till such payment in full.
14.6 The Borrower hereby acknowledges and agrees that communication through facsimile and email have inherent risks associated with them and all such risk shall solely to the account of the Borrower. The Borrower hereby agrees to indemnify the Indemnified Party against any losses, damages, costs, charges, expenses, taxes sustained or incurred by them as a result of, or in connection with, or arising out of any notices/communications exchanged between the Parties through e-mail and/or facsimile in respect of the Transaction Documents through e-mail and/or facsimile.
14.7 The indemnification rights of the Indemnified Party under this Agreement are independent of, and in addition to, such other rights and remedies as the Indemnified Party may have at law or in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby.
15. ARTICLE 15 - APPROPRIATION OF PAYMENTS Unless otherwise agreed to by the Lender, any payment due and payable under this Agreement and made by the Borrower will be appropriated
towards such dues in the order, namely: A. Firstly, towards taxes, costs, charges, expenses and other monies including any monies paid by the Lender for enforcement of Security or
recovery of Loan (or any part thereof) in terms of this Agreement and/or other Transaction Documents, preservation and maintenance costs and expenses incurred by the Lender and any Interest on any such costs, charges, expenses etc, and the taxes if any on any reimbursements/ deemed reimbursements thereof to the Lender;
B. Then, towards Additional Interest , if any and/or liquidated damages on defaulted amounts, PDC/ ECS / SI/ ACH mandates bounce/dishonour charges;
C. Then, towards PEMII D. Then, towards Interest E. Then, towards prepayment charge and fees (if applicable) F. Then, towards principal amount of the Loan G. Then, towards other Indebtedness of the Borrower to the Lender. The Lender may however change the aforesaid sequence in its sole discretion
16. ARTICLE 16 – NOTICE16.1 Communications in writing Any notice, demand, request or other communication to be made or given under this Agreement shall be in writing unless otherwise stated. Such
notice, demand request or other communication shall be deemed to have been duly given or made when it shall be sent by any of the following means: (a) Delivered personally or (b) Sent by facsimile transmission or (c) Sent by registered mail with acknowledgment due, postage prepaid/ courier or (d) Sent by e-mail.
16.2 The details of the Parties for the purposes of serving notices in relation to or pursuant to this Agreement shall be as set out in the Schedule to this Agreement.
16.3 Delivery Any communication or document made or delivered by one Person to another under or in connection with this Agreement will only be effective: a) If by way of personal delivery, when delivered; b) If by way of facsimile, when the sender receives a receipt indicating proper transmission; (c) if by way of letter, 3 (Three) Business Days after it has been deposited in the post (by registered post, with acknowledgment due), postage
prepaid in an envelope duly addressed to the addressee;
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(d) if by way of letter, 3 (Three) Business Days after it has been couriered duly addressed to the addressee if the courier company furnishes a statement/record of its delivery or attempted delivery at such address; or
(e) if by way of e-mail, when received in legible form and subject to such e-mail.16.4 English language a) Any notice given under or in connection with any Transaction Document must be in English. b) All other documents provided under or in connection with any Transaction Document must be in English or if not in English accompanied by a
certified English translation and in this case, the English translation prepared by (A) a translator identified as an approved translator for the High Court of any state in India or (B) another translator reasonably acceptable to the Lender, which translation shall be the governing version between the Borrower and the Lender.
16.5 A certificate by an officer of the Lender that the notice was posted or served, as the case may be, shall be final, conclusive and binding on the Borrower.
16.6 Any Party to this Agreement may change the address details for notices to be served on such Party, as provided under the Schedule of this Agreement, by giving prior written express notice (with changed details mentioned properly) of 10 (Ten) Business Days, addressed to all other Parties.
17. ARTICLE 17 - SET - OFF12.1 Notwithstanding anything to the contrary in this Agreement or any other document/ arrangement: i) In respect of all and any of the Borrower's, any of the promoters' of the Borrower or any of the Security Providers', their respective group
companies, promoters (partners, in case of the partnership firms and limited liability partnerships), affiliates, sister concerns, associate companies, subsidiaries, holding companies, etc. (hereinafter collectively referred to as the “Borrower Group”) present and future liabilities to the Lender or any of branches of the Lender (hereinafter collectively referred to as the “Relevant Entity(ies)”), 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 as principal debtor and/or as guarantor and/or otherwise howsoever (collectively “Liabilities”), the Lender and the Relevant Entities shall have a specific and special lien on all the Borrower Group's present and future stocks, shares, securities, property, book debts, held with or in custody, legal or constructive, with the Lender and the Relevant Entities, now or in future, whether in same or different capacity of the Borrower Group persons/entities, and whether severally or jointly with others, whether for any safe custody, collection, or otherwise, and
ii) Separately, the Lender and the Relevant Entities shall have an express right to, without notice to and without consent of the Borrower Group persons/ entities, set-off, transfer, sell, realise, adjust, appropriate all such securities, amounts and property as aforesaid (whether earmarked for any particular Liability or not) for the purpose of realising or against any dues in respect of any of the Liabilities and to set-off any monies, whether of same type or nature or not and whether held in same capacity or not including upon any default in payment of any part of any of the Liabilities when due in terms of such documents and (iii) the security created by the Borrower or any other entity within the Borrower Group in respect of any specific Liability in favour of the Lender or any of the Relevant Entities shall be deemed to be created for and shall secure all the Liabilities and may be enforced for the realisation of any or all the Liabilities. The Lender or the concerned Relevant Entity (as the case may be) shall not be bound to release any such security even if the specific Liability for which it was created has been discharged and shall be entitled to continue to hold such security (as security for the other Liabilities) until the full and final discharge of all the Liabilities to the satisfaction of the Lender/ concerned Relevant Entity.
18. ARTICLE 18 – SEVERABILITY The Articles of the Agreement and the clauses contained in each Article are severable and any illegality, invalidity or irregularity, in consistency or
repugnancy of any Article or any clause in Article shall not in anyway affect the legality, validity or regularity of any other Article or clause of the Article.
19. ARTICLE 19 – FURTHER ASSURANCES The Borrower shall execute and/or procure execution from such other Persons as may be necessary, in favour of the Lender or any nominee of the
Lender any further/additional/ fresh deeds/documents etc. whenever required by the Lender to do so in respect of the Facility and the Security as mentioned herein.
20. ARTICLE 20 – OVERRIDING EFFECT This Agreement and the other documents attached hereto or referred to herein integrate all the terms and conditions mentioned herein and/or
incidental hereto and supersede all oral negotiations and prior writings in respect of the subject matter hereof. In the event of any conflict between the terms, conditions and provisions of this Agreement and any other Transaction Documents, then in such event, the terms, conditions and provision of this Agreement shall prevail.
21. ARTICLE 21 – COSTS AND EXPENSESA. The Borrower shall bear, pay and reimburse to the Lender all costs (including stamp duty), charges and expenses of the Lender in connection with
the creation of mortgage in favour of the Lender including the cost for making the relevant filings with Central Registry of Securitisation Asset Reconstruction and Security Interest of India, and all other documents and all costs, charges or expenses which the Lender shall certify as having sustained or incurred by it as a consequence of occurrence of an Event of Default including all costs, charges and expenses of the legal advisers/attorneys of the Lender.
B. All documentation charges and half-yearly audit charges shall be borne by the Borrower. The audit fees will be paid by the Lender and the same to be reimbursed by the Borrower. All such sum shall be reimbursed by the Borrower to the Lender within a period of 30 (Thirty) days from the date of notice of demand from the Lender In the event that, the Borrower fails to reimburse the Lender such aforesaid costs and expenses, fees, charges etc. which are paid by the Lender within the timelines as aforesaid, such amount shall also form part of the outstanding amount of Loan and the Borrower shall also be liable to pay to the Lender Interest and Additional Interest on such aforesaid unpaid amounts.
22. ARTICLE 22 – TAXESA. All payments to be made by the Borrower under the Loan Facility will be made free and clear of all present and future Taxes, levies, duties etc. and in
case of any withholdings or deductions, if any, the payment made to the Lender shall be suitably grossed up such that the Lender receives the payment in full.
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B. In case of withholdings or deductions that can be set-off by the Lender against their income Tax liabilities, the Borrower shall deduct such amounts and provide a certificate towards the same.
C. In case of failure to provide the certificate, the Borrower shall make the payment of the amount withheld to the Lender.
23. ARTICLE 23 - GOVERNING LAW AND JURISDICTION This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with and be governed by the laws of India.
24. ARTICLE 24 – DISPUTE RESOLUTION(a) Subject to Article 24 (g) and (h) , any dispute or disagreement arising out of or in connection with this Agreement ('Dispute'), shall be submitted to
arbitration and shall be finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 with a sole arbitrator to be appointed by the Lender.
(b) The place of arbitration shall be as stated in the Schedule hereof and the arbitration shall be conducted in English, unless otherwise agreed by all parties to such arbitration proceedings.
(c) Unless otherwise determined by the arbitrator, the costs and expenses of the arbitration, including, without limitation, the fees of the arbitrator, shall be borne by the each of the Parties equally.
(d) Unless otherwise determined by the arbitrator, the cost and expenses of the respective counsels of the Parties shall be borne by each of the Parties respectively.
(e) It is clarified that the Lender shall, at its discretion, be entitled to consolidate and combine any arbitral or other legal proceedings initiated or proposed to be initiated under this Agreement with any arbitral or other legal proceeding initiated or proposed to be initiated under one or more of the other Transaction Documents.
(f) Subject to the fore-going sub-articles of this Article24, each Party submits itself to the jurisdiction of the courts and tribunals of such place as mentioned in the Schedule hereto. Notwithstanding the aforesaid, the Borrower acknowledges and agrees that the Lender may, however, in its absolute discretion commence any legal action or proceedings arising out of this Agreement against the Borrower in a court, tribunal or any other appropriate forum situated in any other part of India.
(g) Nothing contained herein shall be construed as extinguishing, limiting or ousting the rights and remedies of the Lender, if available now or in the future as against the Borrower, the promoters of the Borrower, the security providers and/or the guarantors, if any and/or any other Persons, or any of their respective assets, under the SARFAESI Act and/or the IBC, and the Lender shall stand absolutely entitled to exercise such rights/remedies thereunder irrespective of the initiation, pendency, or continuation of any other arbitral or other proceedings.
(h) Notwithstanding anything to the contrary contained hereinabove, in the event that the Lender, as a result of a change in Applicable Law or otherwise, becomes entitled to recover the dues owed to it or be treated as a 'financial institution' under the DRT Act and to exercise rights/remedies thereunder, the Borrower hereby expressly agrees and consents that the Lender shall be entitled to exercise the rights and remedies available to the Lender under the DRT Act including to recover the Borrower's Dues from the Borrower and/or the promoter of the Borrower, the Security Providers and/or the guarantors, if any, or any other Persons, by filing proceedings with any of the debt recovery tribunals constituted thereunder. In addition, the Parties agree that in the event that the Lender is empowered to exercise rights and powers under the provisions of the DRT Act as aforesaid, the provisions of Article 24 (a) to Article24 (e) and the agreement to arbitrate as between the Lender and the Borrower shall, at the option of the Lender, cease to have effect.
25. ARTICLE 25 – GENERAL CLAUSES The Borrower agrees/confirms as follows:(a) To keep alive the insurance policy/policies assigned in favour of Lender by paying on time the premium as they fall due and produce the receipts to
Lender whenever required.(b) The Lender shall have the right to receive and adjust any payment that it may receive in connection with any insurance policy/policies against the
Loan and alter the amortization schedule asset out in the Schedule hereunder in any manner as it may deem fit notwithstanding anything to the contrary contained in this Agreement or any other document or paper.
(c) The Lender's official or other authorized Person of the Lender shall be permitted to visit the site and carry out any audit including but not limited to forensic audit , inspection of assets, books, financial statements, bank statements of the Borrowers and all the Security Provider, in relation any credit facilities availed of by the Borrower and/or the Security Providers and all the documents entered into by and between the Borrower and/or the Security Provider in relation to any such credit facility, till the currency of the loan and the Borrower shall give access to officials of the Lender and made them available such documents and infrastructure as may be required by the Lender officials.
(d) That the terms and conditions and all the covenants and details of the Schedule hereunder shall be read and construed as part and parcel of these presents.
(e) That the terms and conditions of this Agreement shall be binding on the legal representatives, heirs, executors, administrators, successors and assigns of the Borrower and the successors and assigns of the Lender.
(f) That the Borrower has read and understood this Agreement and in the event that the Borrower is illiterate and/or cannot read English language, the terms and conditions of this agreement have been read over, translated and explained in detail in the vernacular language to the Borrower.
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SCHEDULE - 1A] Date of Agreement
B] Place of Agreement
C] Name of the Lender:
D] Address of the Lender:
1. Registered Office Address:
2. Branch Office Address:
E] Description of Borrower/ Co- Borrower/ Guarantor:
Description of the Borrower: Constitution (Tick as applicable): Individual/Partnership/Company/ Proprietorship Concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons/ Limited Liability Partnership
Name : __________________________________________________________________________
Fax _____________________ Telephone no _______________________________ PAN number : _______________________________
Email Id :_________________________________________________________
Description of the Co-Borrower: Constitution (Tick as applicable): Individual/Partnership/Company/ Proprietorship Concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons/ Limited Liability Partnership
Name : __________________________________________________________________________
Fax _____________________ Telephone no _______________________________ PAN number : _______________________________
Email Id :_________________________________________________________
Description of the Co-Borrower: Constitution (Tick as applicable): Individual/Partnership/Company/ Proprietorship Concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons/ Limited Liability Partnership
Name : __________________________________________________________________________
Fax _____________________ Telephone no _______________________________ PAN number : _______________________________
Email Id :_________________________________________________________
Description of the Co-Borrower: Constitution (Tick as applicable): Individual/Partnership/Company/ Proprietorship Concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons/ Limited Liability Partnership
Name : __________________________________________________________________________
Fax _____________________ Telephone no _______________________________ PAN number : _______________________________
Email Id :_________________________________________________________
Reliance Commercial Finance Limited ('RCFL')Reliance Centre, 6th Floor, South Wing, Off Western Express Highway, Santacruz East, Mumbai 400055.
Description of the Co-Borrower: Constitution (Tick as applicable): Individual/Partnership/Company/ Proprietorship Concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons/ Limited Liability Partnership
Name : __________________________________________________________________________
Fax _____________________ Telephone no _______________________________ PAN number : _______________________________
Email Id :_________________________________________________________
Description of the Co-Borrower: Constitution (Tick as applicable): Individual/Partnership/Company/ Proprietorship Concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons/ Limited Liability Partnership
Name : __________________________________________________________________________
Fax _____________________ Telephone no _______________________________ PAN number : _______________________________
Email Id :_________________________________________________________
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Reliance Commercial Finance Limited ('RCFL')
Borrower Co-Borrower
Description of the Co-Borrower: Constitution (Tick as applicable): Individual/Partnership/Company/ Proprietorship Concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons/ Limited Liability Partnership
Name : __________________________________________________________________________
Fax _____________________ Telephone no _______________________________ PAN number : _______________________________
Email Id :_________________________________________________________
Description of the Guarantor: Constitution (Tick as applicable): Individual/Partnership/Company/ Proprietorship Concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons/ Limited Liability Partnership
Name : __________________________________________________________________________
Fax _____________________ Telephone no _______________________________ PAN number : _______________________________
Email Id :_________________________________________________________
Description of the Guarantor: Constitution (Tick as applicable): Individual/Partnership/Company/ Proprietorship Concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons/ Limited Liability Partnership
Name : __________________________________________________________________________
ix) Modes of communication of changes in interest rate
x) Installment Type
xi) Repayment of Loan:
a) Tenure of Loan
ECS / PDC / SI / ACH mandate (Tick the appropriate option)
b) Number of EMIs
c) Amount of each EMI
d) Amount of PEMII Not more than EMI Amount and as communicated by the Lender to
the Borrower from time to time basis the amount disbursed
e) Date of commencement of
Monthly Installment
f) Due Date PEMII Once the Loan is disbursed, Interest will start from the date of first disbursement and the account will be in pre EMI stage till the full disbursement of the Sanctioned Amount is made. The Interest shall be paid on a monthly basis on the 1st day of each calendar month for the previous calendar month.
EMI
g) Procedure for advance intimation of the changes in Interest Rate / EMI
1. Mail/ letters shall be sent to the customers mailing address intimating change in Interest Rate / EMI.
2. PLR shall also be updated on RCFL website.
xi) Date of issue of Annual
Outstanding Balance Statement
vi) Prepayment Charges _______%
h) Details of Post Dated Cheques and /or SI and/ or ECS and/or ACH mandate
i) Dishonour charges
21Borrower Co-Borrower
a) Mortgage
H] Security for the Loan (Please ensure the timelines for creation and perfection of security is also covered in the schedule along with the details.)
1. o Registered / o Equitable Mortgage of the Property detailed in G above
WE DECLARE THAT: The Firm does agree to avail Loan Facility from RCFL on the term and condition as may be finalized by Mr.______________________________________________ and Mr.______________________________________________ (“Designated Partners”) who are jointly and severally authorised to settle and finalise the term and also agree to such amendments, modifications or revision thereof as are acceptable to RCFL for and on behalf of the Firm and they are jointly and severally authorize to sign and execute the loan documentation including but not limited to promissory note, loan agreement, mortgage documents, letter of continuity, indemnity, guarantee and various other documents as required by RCFL (“Transaction documents”) in respect of the said Loan Facility and to take such other action as may be required in this regard.
The Firm does authorize the designated partners jointly and severally to sign and execute the Transaction documents and create security over the properties belonging to the Firm and to create an equitable/registered mortgage/extension of mortgage in favor of RCFL in respect of the firm's immovable properties situate at _____________________________________________________________________ together with all buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth (“Immovable Properties”) to secure the due repayment by the Firm of the Loan Facility indicated above together with interest, additional interest, further interest by way of liquidated damages, compound interest, commitment charges, premia on repayment or on redemption, guarantee commission, costs, charges, expenses and other monies payable by the Firm to RCFL under the loan agreement/Letters of Sanction/Memo of terms and conditions, etc as amended from time to time
The Firm does authorize the Designated Partners to request Mr.____________________________________________________ and Mr. ______________________________________________________, to guarantee the payment obligations by the Borrower in relation to the Loan Facility together with the interest thereon, in their respective personal capacity and to execute letters of guarantee and letters of acknowledgment of debt/balance confirmation letters in favor of the RCFL to secure the various Loan Facilities availed/to be availed by the Firm from RCFL and acknowledging their liability as personal guarantor to the said Loan Facility.
The Firm shall request ( for third party security)
1) ; 2) ;
3) ; 4) ; and
5) ;
to create mortgage over their/his respective properties favoring RCFL to secure this Loan Facility.
Such act of execution will bind all the partners and their heirs/successors in their individual capacity.
Each Partner to sign alongside his individual name.
Name of the Partners of the Firm Signature
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CERTIFIED TRUE COPY OF THE EXTRACT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF _________________________________________________________________________________________________ (“Company”) HELD ON ________________________________, (day) OF THE _____________________ (month), 20______.
Facility of upto Rs. [______________]/- ([_________________________________________]) and creation of security in relation thereto.
The Chairman informed the Board of Directors (“Board”) that, the Company proposes to avail a loan facility of upto Rs.___________________/- (“Loan”) from Reliance Commercial Finance Limited ("RCFL" / "Lender") for meeting___________________ requirements, on such terms and conditions as specified in the draft of the sanction letter, loan agreement and other security documents, placed before the Board.
The Board discussed the matter and thereafter passed the following resolutions with unanimous approval of all the Directors present at the meeting:
"RESOLVED THAT the Board hereby approves availing of a facility of up to Rs. _______________/- (Rupees ________________________ ___________________________________________ only) (“Loan”) from the “Lender” upon such terms as may be agreed with the Lender, including creation of security on the present and future assets of the Company, as contained in the draft of the sanction letter, loan agreement and other security documents placed before the Board and initiated by the Chairman for the purpose of identification."
“FURTHER RESOLVED THAT the Company hereby approves creation of security to secure all amounts payable to the Lender in reaction to the Loan, including but not limited to the principal amount of the Loan, interest payable thereon together with all other obligations and liabilities of the Company, including but not limited to indemnities, expenses, fees, default interest and penalties, incurred under, arising out of or in connection with the Loan (“Outstandings”) by a first ranking charge by way of a registered mortgage/equitable mortgage as per requirements of RCFL over certain identified land/immoveable properties of the Company (“Mortgage Property”) [to the extent required to maintain a minimum security cover of at least ________________________ times the Outstandings] in favour of the Lender as a security for the Loan or such other security cover as may be specified under the terms of the Loan “Security”.
"RESOLVED FURTHER THAT Mr./Ms.___________________________________, (designation)is authorized to negotiate and finalize all the (designation)is authorized to negotiate and finalize all the terms and conditions upon which the Loan shall be availed of, including the rates of interest, tenure etc., and sign, ratify and execute all such deeds and documents in connection with the Loan, including the sanction letter, the loan agreement, the security documents including the demand promissory note, letter of continuity, request letters, deed of mortgage to created mortgage over the Mortgaged Property, guarantee and all other necessary agreements, deeds, documents and writings as may be required by RCFL and to do all such acts, deeds and things necessary for giving effect to this resolution."
"RESOLVED FURTHER THAT Mr./Ms. ___________________________________, (designation)is authorized to create and perfect such security as may be required by RCFL and to execute any agreements, deeds, documents and writings and do all acts, deeds, matters and things as may be required by RCFL including without limitation registering any charges or admitting execution of documents with the offices of registrar of companies and/or with the relevant sub-registrar of assurances, if required, and to do all such acts, deeds and things necessary for giving effect to this resolution."
[FURTHER RESOLVED THAT the Board hereby approves, requesting ___________________________, to issue a personal guarantee, in favour of RCFL, to secure the obligations of the company in relation to the Loan.]
“RESOLVED FURTHER THAT wherever necessary the common seal of the Company be affixed on all necessary documents for availing Loan in accordance with the Articles of Association of the Company.”
For _________________________ For _________________________
_____________________________ _____________________________Director / Company Secretary Director / Company Secretary
Date:
Place:
Note:• Board Resolution to be signed by a director/secretary of the company.• Board Resolution should be Typed and printed on the letter head of the company
BOARD RESOLUTION OF COMPANY
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DEMAND PROMISSORY NOTE
Date: ________________
Place: ______________
ON DEMAND, I/We ________________________________________________________ a Sole Proprietary Concern, through its Proprietor
Mr. /Ms.___________________________________________________, having its office/place of business at _______________________
___________________________________________________________________________ ] or [ a Company within the meaning of the
Companies Act, 2013/1956 (CIN No_____________________________)/ (*jointly and severally) acting through ________________________
who is duly authorized in that behalf vide Board Resolution dated ____________] or [a Partnership Firm within the meaning of the Partnership
Act, 1932 (*jointly and severally) acting through one of our Partner, ______________________________ who is duly authorized in that behalf
vide resolution of the Partners, dated ____________] or [ a Limited Liability Partnership within the meaning of the Limited Liability Partnership
Act 2008 acting through one of our Partner, _________________________________ who is duly authorized in that behalf vide resolution of
the Partners, dated __________ ] hereby unconditionally and irrevocably(*jointly and severally) promise to pay Reliance Commercial Finance
Limited (“RCFL”), a non-banking finance Company registered with the Reserve Bank of India and incorporated under the provisions of the
Companies Act, 1956 and having its registered office at Reliance Centre, 6th Floor, South Wing, Off Western Express Highway, Santacruz East,
Mumbai 400 055 acting for the purposes of these presents through its branch office at _________________________________________
______________________________________ or order a sum of Rs. _____________ /- (Rupees ___________________________________
____________________________________________ only) together with interest at the compounding rate of _____% p.a (percent per
annum) (Floating/Fixed) with _________ rests or such other rates which RCFL may specify from time to time in accordance with the Loan
Agreement dated _____, 20___ entered into between me/us and RCFL for value received. Presentment for payment and noting and protest
of this note is hereby unconditionally waived.
In case of Company / Limited Liability Partnership
MEMORANDUM RECORDING CREATION OF MORTGAGE BY DEPOSIT OF TITLE DEEDS
[Creation of Equitable Mortgage]
At the place and on the date specified in Annexure I hereto, each of the following namely:
Mr._______________________________________________, son / daughter of _____________________________________, holding PAN Number _______________________________ and residing at ____________________________________________________ ___________________________________________ and being the Director of ___________________________________Limited, having been duly authorized by a board resolution dated _____________, 20__ passed by the board of directors of _______________ ______________________ Limited, a private limited company/public limited company incorporated under the Companies Act, 1956/2013 and having its registered office at ________________________________ (herein after referred to as the “Borrower”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to include its executors, administrators, successors and permitted assignsand the aforesaid Director of the Borrower is hereinafter referred to as the “Borrower's Representative”) had on _____________, 20______ attended the offices of RELIANCE COMMERCIAL FINANCE LIMITED, anon-banking finance company registered with the Reserve Bank of India , incorporated within the meaning of the Companies Act, 1956 (1 of 1956), having CIN No. U66010MH2000PLC128301 and having its registered office / corporate office at Reliance Center, 6th Floor, South Wing, Off Western Express Highway, Santacruz (East), Mumbai 400055, India, and one of the branch office at _______________________ __________________________, (hereinafter referred to as the “Lender” or “RCFL” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to include its successors, and assigns) and met Mr. ________________________________ of RCFL, the designated officer of the Lender (hereinafter referred to as the “Lender's Representative”) being the authorised officer of the Lender and deposited with the Lender's Representative, the title-deeds, documents and writings described in the Schedule II hereunder written (“Title Deeds”) relating to the immovable property owned by the Borrower and situated at _________________ in the Registration District and Sub District of ____________________________________ and as more particularly described in the Schedule I hereunder written (“Mortgaged Property”).
In this regard, I, ________________________________________________, the authorized signatory of the Lender hereby executes this memorandum for recording the creation of mortgage by deposit of Title Deeds, in favour of the Lender, AS UNDER:
1. The Lender, at the request of the Borrower, has agreed to lend and advance to the Borrower, the loan facility identified in Annexure 1 hereto (hereinafter collectively the “Facility”) pursuant to the terms and conditions of the facility agreement identified in Annexure 1 hereto (hereinafter referred to as the “Facility Agreement”).
2. The Lender has agreed to advance the Facility to the Borrower inter alia on the condition that the Borrower shall create security interest over the Mortgaged Property.
3. In view of the aforesaid, the Borrower has agreed to create a mortgage over the Mortgaged Property by deposit of Title Deeds in relation thereto and the Borrower's Representative, has delivered and deposited, in respect of the Facility hereinabove mentioned, the Title Deeds in relation to the Mortgaged Property with the Lender's Representative as stated aforesaid.
4. The Borrower has declared that the Borrower has obtained the consents/approvals (wherever applicable) to mortgage and charge its interests in respect of the Mortgaged Property in favour of the Lender and is duly authorized by its charter documents and the board resolution dated _________, 20___ [and shareholders' resolution dated _____, 20___] to create a valid mortgage in respect of the Mortgaged Property.
5. At the time of the deposit of the Title Deeds, the Borrower's Representative stated that they had deposited the Title Deeds, as aforesaid, with the intent to create a charge by deposit of Title Deeds with respect to the Mortgaged Property to secure the obligations of the Borrower in relation to the Facility, and that the security thus created (I) shall be a first and exclusive charge created in favour of the Lender; and (ii) shall always remain as a continuing security until the Facility has been repaid in full and the Lender has provided a written confirmation in relation thereto.
6. The Borrower's Representative further confirmed that there were no prohibitory orders for injunction preventing the Borrower from creating security over the Mortgaged Property. Additionally, the Borrower has not entered into any agreement for sale or alienation of the Mortgaged Property or any part thereof, and further no proceedings are pending or initiated against the Borrower or any of
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its promoters/directors under the Income–tax Act, 1961 or under any other law in force for the time being and that there was no pending attachment whatsoever levied, issued or initiated against the Mortgaged Property or any part thereof.
7. The Borrower's Representative also confirmed that the Borrower is the owner of the Mortgaged Property and the Borrower's Representative has the right to create, on behalf of the Borrower, a charge by way of equitable mortgage over the Mortgaged Property. In this regard, the Borrower's Representative has furnished the copies of board resolution dated _______, 20___duly authorizing the Borrower's Representative to create the mortgage as aforesaid and the copy of the said board resolution is annexed as Annexure II hereto.
8. The Borrower's Representative also confirmed and declared that the Title Deeds so deposited were the only documents of title relating to the Mortgaged Property in the possession, power and control of the Borrower and the Borrower has a clear and marketable title to the Mortgaged Property and has not created any encumbrance thereon nor is there any encumbrance existing thereon and that there were no other documents, deeds and/or writings relating to the Mortgaged Property in possession of the Borrower (or held by any other Person on behalf of the Borrower or deposited by the Borrower with any other Person).
9. The Borrower's Representative further confirmed that the Mortgaged Property is free from all encumbrances.
10. The aforesaid oral consent for the creation of equitable mortgage by deposit of Title Deeds over the Mortgaged Property was given by the Borrower's Representative in the presence of the Lender's Representative.
Capitalized terms used herein but undefined shall have the meaning ascribed to such term in the Facility Agreement.
Dated this _________________________ day of __________________, 20____
_______________________________________ (Signature) (Authorised Signatory of the Lender)
____________________________________
(Signature of RCFL Officer)
SCHEDULE IDESCRIPTION OF THE MORTGAGED PROPERTY
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SCHEDULE IDESCRIPTION OF THE MORTGAGED PROPERTY
__________________
Signature of RCFL Officer
Date: ____________________
Place: ___________________
SR. NO. DESCRIPTION OF THE PROPERTY TITLE DOCUMENTS DEPOSITED NAME OF THE BORROWER
Facility Agreement Facility Agreement dated ______, 20___, executed inter alia by and between ____________________, and __________________ in respect of a facility aggregating to Rs. ______________/- (Rupees ____________ ____________________________________only) sanctioned by _______________________________.
Day and Date on which the Title Deeds were deposited
Branch/Place where Title Deeds were deposited
Borrower _________________________________, a private limited company registered under the Companies Act, 1956/ 2013 and having its registered office at _____________________________________________________________________________________________________________________________.
Borrower's Representative
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ANNEXURE II[Copy of the Board Resolution and Shareholders Resolution]
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DECLARATIONIn the matter of creation of a mortgage by deposit of title deeds relating to the Mortgaged Property (as hereinafter defined) of:
__________________________________________, a company registered under the Companies Act, 1956/ 2013with corporate identity number _______________, and having its registered office at ____________________________________________________ ___________________________________________________________________ (hereinafter referred to as the “Borrower”, which expression shall, unless repugnant to the context and meaning thereof, be deemed to include its successors and permitted assigns).
IN FAVOUR OFRELIANCE COMMERCIAL FINANCE LIMITED, a non-banking finance company registered with the Reserve Bank of India, incorporated within the meaning of the Companies Act,1956 and having CIN No. U66010MH2000PLC128301 and having its registered office/ corporate office at Reliance Center, 6th Floor, South Wing, Off Western Express Highway, Santacruz (East), Mumbai 400 055, India, and having one of its offices at _____________________________________________________________________________________, (hereinafter referred to as the “Lender” or “RCFL”, which expression shall, wherever the context admits or require be deemed to include, successors and assigns)
I,_______________________________________________
(i) s/o, ________________________________ D/o, ___________________________ W/o. _________________________________ PAN Number _________________________, residing at ______________________________________________________________ _____________________________________________________________________________________________.
(ii)s/o _____________________________________, D/o ____________________________, W/o ____________________________. residing at __________________________________________________________________________________________________ __________________________________________________________________________.
do hereby solemnly declare, confirm and declare that I am the Director and authorized officer of the Borrower and I have been duly authorized by the Board of Directors of the Borrower by the resolution(s) passed at its meetings held on ____________________, to make this declaration for and on behalf of the Borrower.
I, ___________________________________________, do hereby solemnly affirm as follows:
1. I say that: (i) The Lender has agreed to make available the Facility (as defined in Schedule II hereto) to the Borrower, for the purposes set out in
the Facility Agreement (as identified in Schedule II hereto);
(ii) In this regard, the Lender and the Borrower inter alia, have executed various documents, including documents for setting out the terms of the Facility (hereinafter collectively the “Transaction Documents”);
(iii) Pursuant to the Transaction Documents and in compliance with the provisions, stipulations, conditions and covenants contained therein, the Borrower has agreed, to create mortgage in favour of the Lender inter alia, on all the assets more particularly described in Schedule I hereunder together with all building and structures thereon, all fixtures and fittings, constructed, erected or installed thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth, both present and future (the “Mortgaged Property”), which shall be a first and exclusive charge.
2. I say that the Borrower is absolutely seized and possessed of, or otherwise well and sufficiently entitled to the, Mortgaged Property. I say that the Mortgaged Property is now proposed to be mortgaged and charged by the Borrower by way of delivery and deposit of Title Deeds of the Mortgaged Property as security by way of charge in favour of the Lender to secure the due repayment, discharge and redemption of all outstanding amounts in relation to the Facility (the total principal amounts aggregating uptoRs. _______________/- (Rupees ________________________________________________________________________Only) plus the accrued interests and charges thereon and upon the terms and conditions of the Transaction Documents and performance of the obligations of the Borrower under the Transaction Documents by way of first and exclusive charge over the Mortgaged Property.
3. In relation to the aforesaid, I, as director/authorized officers of the Borrower, state that pursuant to the Transaction Documents, and in consideration of the Lender having agreed to make available the Facility to the Borrower under the Transaction Documents, I, as
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director/authorized officer of the Borrower, hereby covenant with the Lender, that the Borrower shall comply with the terms and conditions of the Transaction Documents, as may be applicable, and shall pay, repay or reimburse, to the Lender, the outstanding amounts, in the manner provided in the Transaction Documents, and till the payments of the entire outstanding amounts under the Transaction Documents, all such payments, as and when payable, shall be secured by way of a mortgage over the Mortgaged Property.
4. I, say that the Title Deeds are the only title deeds with respect to the Mortgaged Property, and further undertake that any additional documents, evidences, and writings relating to the Mortgaged Property which may, from time to time, be received by or then be in the control, power or possession of the Borrower or any agent or nominee of the Borrower will be delivered to, and deposited with, the Lender.
5. I say that, save as provided under the Transaction Documents:
i) That save and except for the Borrower no other person or persons have any shares, right, title, or interest of any nature whatsoever in the immovable property situated at ___________________________________________________________, more particularly described in the Schedule I hereto (hereinafter referred to as the “Mortgaged Property”) and the Mortgaged Property is in the exclusive, uninterrupted and undisturbed possession of the Borrower since the date of its acquisition and the Borrower has not received any adverse claim in respect of the Mortgaged Property or any part thereof;
ii) That there is no prohibitory order either from the Income Tax Authority or from any Revenue Authority for mortgage and or transfer of the said Mortgaged Property nor there is any litigation pending in any Court in respect of the said Mortgaged Property.
iii) That the Borrower has fully discharged all its /their liabilities towards Income Tax and Sales Tax and all other taxes payable in respect of the said Mortgaged Property.
iv) that the Borrower has good right, full power and absolute authority to mortgage and transfer to the said Mortgaged Property by deposit of Title Deeds and documents and that neither the Borrower nor anyone on their behalf has committed any act, deed, matter or thing where by the said deposit of the said title deeds and the said mortgage can be adversely effected.
v) that the Borrower has a clear and marketable title to the Mortgaged Property free from all encumbrances or charges (statutory or otherwise), claims and demands and the Mortgaged Property is not subject to any charge, lien, statutory tenancy, attachment, mortgage or any other encumbrances or processes issued by any court or authority;
vi) that at the time of deposit of the documents of title, evidences, deeds and writings pertaining to the Mortgaged Property more particularly described in Schedule I hereunder (the “Title Deeds”), the Borrower has not entered into any agreement for sale, transfer or alienation in respect of the Mortgaged Property.
vii) that the Borrower is fully entitled and competent to sell, transfer, mortgage, and convey the Mortgaged Property.
viii) that the Borrower has not in any way encumbered or agreed to encumber either by way of mortgage, charge, lien (including negative lien), trust, sale, pledge or otherwise alienate howsoever its/their share, right, title and interest in the Mortgaged Property.
ix) that there is no litigation pending in any Court in respect of the Mortgaged Property nor there is any lis -pendens registered nor there is any attachment either before or after the judgement in respect of the same and the Mortgaged Property is not affected by any notice of acquisition or requisition.
x) that the Borrower is in compliance with the provisions of all applicable laws in relation to the Mortgaged Property and to the best of my knowledge, no action (governmental, judicial, administrative or otherwise), dispute, suit or proceeding pertaining to the compliance with the applicable laws in relation to the Mortgaged Property, is threatened or anticipated.
xi) that the Borrower has obtained the requisite consents (wherever applicable) to mortgage and charge its interests in respect of the Mortgaged Property in favour of the Lender.
xii) that no other person is in custody, possession, occupation of the said Mortgaged Property and that no other person is entitled to claim any right, title or interest or whatsoever nature either by way of tenancy, sub-tenancy, licence, sub-licence, care-taker or in any other manner or any occupation all right or interest in the Mortgaged Property and I/ We agree to handover vacant and peaceful possession of the said Mortgaged Property in the event of RCFL exercising rights in relation to the same under the terms of Transaction Documents.
xiii) that no claims, actions, suit, writ, action, complaint or other proceedings are pending against the Mortgaged Property which would affect and, or, obstruct the ownership, use and occupation by the Borrower of the Mortgaged Property or for creation of security as per the Transaction Documents.
6. That the Borrower has duly paid/have been paying full consideration, all rents, all public demands, royalties including provident fund, gratuity fund, employees Provident fund dues, income tax, sales tax, Corporation taxes and other taxes and revenues payable to the Government of India of respective Government of any State of India in respect of the Mortgaged Property and Authorities or to any Local Authority and at present there are no arrears, taxes, rents, royalties, revenues and there are no attachments, warrants, written notices that have been served on any of the Borrower in respect of sales tax, income tax, government revenues and other taxes or dues.
7. That the Borrower is the absolute owner of the said Mortgaged Property and that the Borrower has clear and marketable title there to and there is no mortgage, charge, lien or other encumbrance or attachment on the said Mortgaged Property or any part or parts thereof in favour of any Government or the Income-tax Department, or any other Government Department, or any person, firm or company, body corporate or society or entity whatsoever and that the Borrower has not entered into any agreement for
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sale, transfer or a lien at ion thereof or any part or parts thereof and that no such mortgage, charge or lien or other encumbrance whatsoever will be created or attachment allowed to be levied on the above referred Mortgaged Property or any part or parts thereof in favour of or on behalf of any Government or Government Department or any person, firm, company body corporate or society or entity whatsoever except with the prior permission of RCFL so long as the Borrower continues to be indebted to or liable to RCFL on any account in any manner whatsoever and that no proceedings for recovery of taxes are pendingagainst the Borrower under the Income-tax Act or any other law in force for the time being and that no notice has been issued and/or served on the Borrower under Rules 2, 16 and 51 or any other Rules of the Second Schedule to the Income-tax Act,1961,orunderany other law.
8. I also agree and undertake on behalf of the Borrower to promptly perfect the title in respect of the Mortgaged Property, make appropriate regulatory filings including but not limited to the filings required to be made with the Registrar of Companies, comply with such declarations, and provide such undertakings, requisitions and other writings as may be required by the Lender and/or its advocates and solicitors and to comply, to the satisfaction of the Lender, with all other requirements and requisitions submitted by or on behalf of any of the foregoing persons in connection with the transactions contemplated by the Transaction Documents.
9. I, on behalf of the Borrower, hereby agree and undertake that the Borrower will:
i) pay all rents, rates, taxes, fees, revenues, assessments, duties and other outgoings and pay other amounts due in respect of the Mortgaged Property and observe and perform all terms, conditions, covenants and the rules and regulations pertaining to the Mortgaged Property and will not do or omit to do or suffer anything to be done whereby the security interest being created in favour of the Lender will be affected or prejudiced in any manner whatsoever;
ii) obtain requisite insurance policies in respect of the Mortgaged Property (as customarily required to be procured in relation to such property) and ensure that such policies remain valid and in full force and effect till the Borrower's Dues have been repaid in full;
iii) assure the title to the Mortgaged Property and comply with all requisitions that may be made from time to time by or on behalf of the Lender.
10. I, on behalf of the Borrower, declare that the Borrower has undertaken and covenanted to bear and discharge all stamp duty and registration fees, if payable, at any time in connection with the security interest created in respect of the Mortgaged Property.
11. Notwithstanding anything contained herein, I, on behalf of the Borrower, further undertake that no mortgage, charge, lien or other encumbrance whatsoever will be created on the Mortgaged Property comprised in the mortgage security save and except with permission of the Lender.
12. I am not aware of any act, deed, matter or thing or circumstance, which prevents the Borrower from mortgaging or charging the Mortgaged Property in favour of the Lender.
13. I say that the Borrower is duly authorized by its charter documents and the board resolution dated ________, 20____, and shareholders' resolution dated ________, 20____, to create a valid security interest on the Mortgaged Property. In consideration of the Borrower having agreed to mortgage the Mortgaged Property in favour of the Lender to secure the due discharge, the due repayment, discharge and redemption in full by the Borrowers of all the Borrower's Dues and performance of the obligations under the Transaction Documents and in further consideration of the Lender having agreed to accept the mortgage of the Mortgaged Property from the Borrower at their request, I on behalf of the Borrower further assure, confirm, covenant and agree that the Borrower hereby undertakes to indemnify and keep the Lender always indemnified against all losses, damages, costs or expenses that the Lender may have to incur or suffer or put to or which may be occasioned on account of any deficiency or imperfections in the Borrower's interest in the properties mentioned in Schedule I referred to above.
14. I also undertake, on behalf of the Borrower that any breach of the declaration and undertaking contained herein shall amount to an event of default under the Facility Agreement and the Lender shall be entitled to take such action against the Borrower as they may deem fit and proper.
15. Unless otherwise defined, capitalized terms used herein in relation to the Facility shall have the meaning assigned to such terms in the Facility Agreement as identified in Schedule II hereto.
AND I make the aforesaid declaration, for and on behalf of the Borrower, solemnly and sincerely believing the same to be true and knowing fully well that on the faith thereof the Lender has agreed to, inter alia, make available to the Borrower the facility under the Transaction Documents on the strength of the security interest in respect of the Mortgaged Property in favour of the Lender.
Solemnly affirmed at ___________, this _______ day of ____________________, 20___.
BEFORE ME,
Director NOTARY
IN WITNESS WHEREOF I/we, _________________________________________ have executed these presents the day and year as mentioned below.
1. (Signature of Mr. ______________________________________ as ___________________ of ____________________)
2. (Signature of Mr. ______________________________________ as ___________________ of ____________________)
3. (Signature of Mr. ______________________________________ as ___________________ of ____________________)
4. (Signature of Mr. ______________________________________ as ___________________ of ____________________)
5. (Signature of Mr. ______________________________________ as ___________________ of ____________________)
Place: ____________________
Date: ____________________
( to be notarized)
Before Me
SR. NO. DESCRIPTION OF THE PROPERTY TITLE DOCUMENTS DEPOSITED NAME OF THE BORROWER
1.
2.
3.
4.
5.
6.
7.
SCHEDULE - I(List of Title Deeds, Documents, Evidences and other Writings)
SCHEDULE - IIDetails of Facility
S. No. Name and details of Facility
1 Facility Agreement dated _______ 20___, executed inter alia by and between ____________________________ andReliance Commercial Finance Limited in respect facility aggregating to Rs. _____________/- (Rupees ____________________________________________________________________________ only) (“Facility”).
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INDENTURE OF MORTGAGE
THIS INDENTURE OF MORTGAGE (“Indenture”) is executed and entered into at the place and on the date specified in Schedule I hereto, by and between (hereinafter referred to as “Indenture” OR “Deed”) .
By The [Mortgagor/s or Borrower/s or Co-Borrower/s] whose name and address are stated in the Schedule I, (hereinafter referred to as [“Mortgagor/s” or “Borrower/s”], as the context may admit, which expression shall, unless excluded by or repugnant to the context or meaning thereof, be deemed to include its successors );
IN FAVOUR OF RELIANCE COMMERCIAL FINANCE LIMITED, a non-banking finance company registered with the Reserve Bank of India, and incorporated under the provisions of Companies Act, 1956 and having its registered office at Reliance Centre, 6th Floor, South Wing, Off Western Express Highway Santacruz (East), Mumbai - 400055 and acting for these presents through its branch office mentioned in Schedule I (hereinafter referred to as the “Mortgagee” or “RCFL”, as the context may admit, which expression shall, unless excluded by or repugnant to the context or the meaning thereof, be deemed to include, successors and assigns).
(The Mortgagor and the Mortgagee shall be individually referred to as a “Party” and collectively as “Parties”)
WHEREAS:A Mortgagor/s is absolutely seized and possessed of or otherwise well and sufficiently entitled to the property/assets as more
particularly described in Schedule II hereunder (shall hereinafter be individually referred to as “Property” and collectively referred to as “Properties”).
B The [Borrower/Mortgagor/s] applied to the Mortgagee for a loan of Rs.___________/- (Rupees ____________________ ________________________________ only) (“Loan”) and the same has been sanctioned on certain terms and conditions which inter alia includes that the Loan shall be secured by a charge of registered mortgage of the said Property.
C By and under a loan agreement dated ________day of ____________________________, entered into between the [Borrower/s/Mortgagor/s] and the Mortgagee (hereinafter referred to as the “Agreement”), the Mortgagee has agreed to lend and advance to the [Borrower/s/Mortgagor/s] and the [Borrower/s/Mortgagor/s] has agreed to borrow from the Mortgagee the Loan, to be fully repaid as stipulated in the Agreement or on such earlier date as demanded by the Mortgagee (hereinafter referred to as “the Due Date”) and on the other terms and conditions contained in the Agreement.
D One of the conditions of the Agreement is that the Outstanding Amounts (as defined hereinafter) shall be, secured by a first and exclusive charge by way of registered mortgage on the Mortgaged Properties (as defined hereinafter).
E To secure the repayment of the Outstanding Amounts, the Mortgagee has requested the Mortgagor/s to create a security by way of a first and exclusive mortgage on the Mortgaged Properties in favour of the Mortgagee to execute these presents in the manner following.
NOW THIS INDENTURE WITNESSETH AND IT IS HEREBY MUTUALLY AGREED AND DECLARED BY AND BETWEEN THE PARTIES HERETO AS UNDER: -ARTICLE - 1DEFINITIONS AND INTERPRETATIONSIn this Agreement unless the context otherwise requires:
“Agreement” shall have the meaning assigned to such term in Recital ;
“Arrangements” shall have the meaning assigned to such term in Article ;
“Due Date” shall have the meaning assigned to such term in Recital ;
“Event of Default” shall have the meaning assigned to such term in Article 5;
“Intending Assignee” shall have the meaning assigned to such term in Article 10;
“Loan” shall have the meaning assigned to such term in Recital ;
“Mortgaged Properties” shall have the meaning assigned to such term in Article ;
“Outstanding Amounts” shall mean all amounts payable to the Mortgagee by the [Borrower/s/Mortgagor/s] pursuant to the terms of the Transaction Documents including, without limitation:
i) The principal of, and interest on the Loan and all other obligations and liabilities of the [Mortgagor/s/Borrower/s], including further interest, Additional Interest, liquidated damages, indemnities, expenses, fees (including upfront fees, if any) commissions, charges, Taxes, incurred under, arising out of or in connection with any Transaction Documents;
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ii) Any and all sums incurred by the Mortgagee in order to preserve the Security Interest over the security created/ to be created pursuant to this Indenture;
iii) Any and all sums reimbursable under any of the Transaction Documents including, without limitation, all such costs and expenses, together with Taxes on such costs and expenses, which may be incurred and/ or suffered and/ or paid by any of the Mortgagee in accordance with the terms of the Transaction Documents;
iv) In the event of any enforcement actions undertaken after an Event of Default shall have occurred, all costs, charges and expenses incurred by the Mortgagee in that regard including, without limitation, the costs and expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing the Security Interest created/ to be created pursuant to this Indenture, or of any exercise by the Mortgagee of its rights under this Indenture, including, without limitation, all costs, charges, expenses incurred towards anticipated or actual legal proceedings (including, without limitation, attorney fees and court costs);
“Property(ies)” shall have the meaning assigned to such term in Recital ;
“Receiver” shall have the meaning assigned to such term in Article 6.1(d);
1.2 INTERPRETATIONIn this Indenture:1) References to the term singular shall include references to the plural and vice-versa.2) References to terms Sections, Clauses, Schedules and Exhibits will be reference to Sections, Clauses, Schedules and Exhibits to
this Indenture.3) Any reference herein to a statutory provision shall include such provision, as in force from time to time as amended or re-enacted
from time to time.4) The Recitals, Schedules and Annexure shall form an integral part of this Indenture.5) References to “persons” shall include references to individuals, partnerships, trusts, bodies corporate, associations,
governments and governmental and local authorities and agencies.6) The term “include”, “including” and grammatical variations thereof shall be construed without limitation. 7) Any reference to any laws, shall include all applicable statutes, enactments or acts of any legislative body, laws, ordinances,
rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any government body, statutory authority, tribunal, board or court, as may be applicable.
8) Clause headings used are for ease of reference only and in no way define, limit, extend or describe the scope of this Indenture or any provisions hereof.
9) Any reference in this Indenture to this Indenture or any other agreement or document shall be construed, without limitation, as a reference to this Indenture or such other agreement or document, in each case as the same may have been, or may from time to time be, amended, varied, novated, acceded to or supplemented and any reference to any statutory provision shall include such provision and any regulations made there under and any statutory re-enactment, modification or replacement thereof.
10) The provisions contained herein shall be read in conjunction with the Agreement (as applicable) as amended from time to time and to the extent of any inconsistency or repugnancy the terms of the Agreement shall prevail.
11) Capitalized terms used in this Indenture but not defined herein shall have the meanings assigned to such terms in the Agreement, as amended from time to time.
ARTICLE 2COVENANTS2.1 The Mortgagor/s hereby covenants to the Mortgagee that the [Mortgagor/s/Borrower/s] shall repay to the Mortgagee, on the
Due Date, in accordance with this Indenture, the Outstanding Amounts;
2.2 The Mortgagor/s now has good right, full power and absolute authority to create mortgage on the Mortgaged Properties, and has clear and marketable title to the said Mortgaged Properties free of all encumbrances;
2.3 The Mortgagor/s agrees, undertakes and covenants to the Mortgagee to comply with and perform all the terms and conditions of these presents, the Agreement, other Transaction Documents and such other security documents as may be entered between the Mortgagee and the Mortgagor/s from time to time;
2.4 The Mortgagor/s covenants with the Mortgagee that the Mortgagor/s and/or all other persons lawfully or equitably claiming or entitled to claim any estate, right, title or interest, into or upon the Mortgaged Properties or any of them or any part thereof, shall and will from time to time and at all times at the cost of the Mortgagor/s execute, make and do or cause and procure to be executed, made and done every such assurance, act and thing for further and more perfectly assuring all or any of the Mortgaged Properties unto and to the use of the Mortgagee as shall be reasonably required by the Mortgagee;
2.5 The Mortgagor/s will at all times during the continuance of these presents and the security hereby created, pay all rents, rates, cesses, taxes, revenues and assessments, present as well as future and all dues, duties and outgoings whatsoever payable in respect of the Mortgaged Properties and any future assets that may be comprised in these presents immediately upon the same having become due and will keep the same and every part thereof in a good and substantial state of repair and working order and also keep the same insured in and upto the replacement value thereof, as approved by the Mortgagee (including surveyors' and architects' fees), in the joint names of the Mortgagor/s and the Mortgagee, against loss or damage by fire, theft, cyclone, tempest, flood, typhoon, hurricane, lighting, explosion, earth quake and storm or other civil commotion or revolution, marine risk, erection risk, war risks and such other risks as may be specified by the Mortgagee from time to time in a manner and on the basis satisfactory to the Mortgagee and shall duly pay all premia and other sums payable for that purpose to an insurance company or companies approved by the Mortgagee, for the value determined by the Mortgagee and the value so determined as aforesaid to be apportioned between the Mortgaged Properties and any further assets that may be comprised in these presents in such manner as the Mortgagee may prescribe or approve of and the Mortgagor/s shall duly pay all premia and other sums payable for that purpose and/or for renewal of such insurance AND shall deliver to and leave with the Mortgagee all policies of such insurance and all receipts or premia therefor And all the monies to be received under such policies shall be upon trust for better securing to the Mortgagee the payment of the Outstanding Amounts or any part thereof hereby secured and subject thereto in trust for the Mortgagor/s;
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2.6 In case the Mortgagor/s [and/or any of them] shall neglect to keep all and singular the Mortgaged Properties or any part thereof in good and substantial repair and working order or to pay the rents, rates, cesses, taxes, revenues, assessments, outgoing, dues and duties as aforesaid or to insure the same as aforesaid or to effect or keep up such insurance as aforesaid or pay the renewal premia therefor in the manner aforesaid, it shall be lawful for but not obligatory upon the Mortgagee to repair and keep in good and substantial repair and condition and working order the Mortgaged Properties or any of them or any part thereof and pay any such rents, rates, cesses, revenue and assessments, outgoing, dues and duties and insure and keep insured all and singular the Mortgaged Properties on the basis of their replacement cost or such other basis satisfactory to the Mortgagee and for such time as the Mortgagee shall think proper and to pay the renewal premia therefor or such repair. The payment of such rents, rates, cesses, taxes, revenues and assessment and making and continuing of such insurance by the Mortgagee as aforesaid and the payment of renewal premia therefor shall also constitute part of Outstanding Amounts and be secured by these presents and further all sums of monies received under or by virtue of any such insurance aforesaid shall, at the option of the Mortgagee, either be forthwith applied to the extent of the monies received in or towards substantially rebuilding, reinstating and repairing the Mortgaged Properties or any of them or any part thereof or in or towards the payment of the Outstanding Amounts or any part thereof due under the security of these presents;
2.7 The Mortgagor/s shall at all times during the continuance of the security created herein, at its own costs, whenever called upon by the Mortgagee, satisfy the Mortgagee that the Mortgagor's title to the Mortgaged Properties is clear and marketable and without reasonable doubts;
2.8 The Mortgagor/s shall not create any further charges, hypothecation, encumbrances, mortgages in any manner whatsoever without the prior written consent of the Mortgagee and shall not do any act which would prejudice the security interest created herein over the Mortgaged Properties, for the benefit of the Mortgagee, in any manner whatsoever;
2.9 In the event that the units in a project form part of the Mortgaged Properties, the Mortgagor/s shall, prior to the execution of agreement for the sale for such unit/s to a purchaser under the applicable state law or the execution of the deed of apartment or its equivalent under the applicable state law or under any state or central statute or scheme or any other agreement for disposal, transfer or alienation of the unit/s as may, from time to time, be decided by the Mortgagor/s [or any of them] or execution of any agreement/deed for creation of leasehold rights in prospective lessees in the unit/s or granting license to prospective licensees of the unit/s or execution of any agreement, writing or document for the transfer of development rights in either Mortgaged Properties as the case may be (all are hereinafter collectively referred to as “the Arrangement/s”), obtain the prior written consent of the Mortgagee besides stipulating a clause in the Arrangement/s regarding the mortgage created in favour of the Mortgagee herein and shall not do any act which would prejudice the security interest created herein over the Mortgaged Properties or any of them, for the benefit of the Mortgagee, in any manner whatsoever;
2.10 The Mortgagor/s [or any of them] shall permit the Mortgagee and its servants, agents, officers, nominees and representatives, either alone or with workmen, from time to time, without any prior notice, to enter into and upon the Mortgaged Properties and any future assets that may be comprised in these presents and to inspect the same and if on such inspection it appears to the Mortgagee or any of its servants, agents, officers, nominees and representatives, that the Mortgaged Properties or any future assets that may be comprised in these presents require any replacements, the Mortgagee shall give notice thereof to the Mortgagor/s calling upon the Mortgagor/s, as the case may be to repair or replace the same and upon Mortgagor's failing to take steps forthwith, it shall be lawful for the Mortgagee to repair or replace the same or any part thereof at the expenses in all respects of the Mortgagor/s and such expenses shall be payable by the Mortgagor/s within 30 (Thirty) days of demand being made by the Lender in this regard and if payment of the same has not been made within the timeline prescribe above then suh amount shall be secured by these presents and form part of the Outstanding Amounts and carry Interest and Additional Interest at the rate stipulated in the Agreement on the Loan;
2.11 The Mortgagor/s shall maintain records showing utilization of the disbursements out of the Loan, and the operations and financial conditions of the Mortgagor/s and such records shall be open to examination by the Mortgagee and its authorised representatives and agents;
2.12 The Mortgagor/s shall whenever required by the Mortgagee, permit the Mortgagee and its authorized representatives to carry out technical, financial and legal inspection during the continuance of the security of the Mortgaged Properties or any of them and to inspect all records, register and accounts of the Mortgagor/s. Any such representatives of the Mortgagee shall have free access, without any prior notice to the Mortgagor/s, to any part of the Mortgagor/s premises and to its records, registers and accounts and to all schedules, costs, estimates, plans and specifications relating to the Mortgaged Properties and shall receive full co-operation and assistance from the employees of the Mortgagor/s. The cost of inspection, including traveling and all other expenses shall be payable by the Mortgagor/s to the Mortgagee in this behalf;
2.13 The Mortgagor/s shall not do anything or take any action or fail to take any action whereby the recovery of the Mortgaged Properties thereof may be delayed, impeded, prejudiced, prevented or become time barred. The Mortgagor/s shall also at all times perform all terms and conditions as applicable under the Arrangement/s between the Mortgagor/s and the purchaser/s and shall ensure that the same is not breached in any manner whatsoever;
2.14 As the Mortgagor/s has mortgaged all rights in relation to the Mortgaged Properties under this Indenture, to the Mortgagee, the Mortgagor shall not be entitled to transfer, charge, encumber, sell the rights, privileges, claims or interests held by the Mortgagor/s in the Arrangements or amend, modify, change, terminate, rescind, cancel or suspend the same in any manner whatsoever;
2.15 The Mortgagor/s [or any of them] shall promptly inform the Mortgagee of any occurrence or likely occurrence of any event of which it becomes aware which might adversely affect the Mortgagor/s or affect its ability to perform its obligations under this Indenture or the Agreement or likely to affect the Mortgaged Properties including but not limited to the following;
a) Of any material litigation, arbitration or other proceedings which affect the Mortgagor/s [or any of them] or the Mortgaged Properties or any of them or any part thereof forthwith upon such proceedings being instituted or threatened;
b) Any damage to the Mortgaged Properties or any of them for any reason whatsoever;
c) Any industrial action taken against the Mortgagor/s [or any of them] or any labour disputes, strikes, close-outs, any steps taken by authorities for recovery of statutory dues from the Mortgagor/s;
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d) Of any change taking place in the ownership or control of the Mortgagor/s [or any of them] whereby the effective beneficial ownership or control of the Mortgagor/s [or any of them] will change or any change in the management of the Mortgagor/s [or any of them];
e) The occurrence of any Event of Default under this Indenture or under the Agreement and of the steps being taken to remedy the same and will, from time to time, if so requested by the Mortgagee, confirm to the Mortgagee in writing that save as otherwise stated in such confirmation, no default has occurred and/or is continuing;
2.16 The Mortgagor/s shall deliver to the Mortgagee, in form and details satisfactory to the Mortgagee and in such number of copies as they may request of –
a) Audited accounts of the Mortgagor/s [or any of them] within such reasonable time from the close of the financial year as may be permitted by the Mortgagee not exceeding __________ days from the completion of the financial year;
b) Such other statement or statements or information pertaining to the operations or business of the Mortgagor/s [or any of them] as the Mortgagee may require in the context of the Agreement including without limitation full and correct particulars / statements of all the Mortgage Properties, on such frequency and intervals as shall be decided by the Mortgagee;
c) All notices or other documents issued by the Mortgagor/s [or any of them] to its creditors and received by the Mortgagor/s [or any of them] from its creditors; and
d) All statements, reports, returns, certificates, accounts, documents, particulars and information as required by the Mortgagee from time to time.
ARTICLE 3GRANT OF MORTGAGE3.1 For the consideration aforesaid and as continuing security for the payment of the Outstanding Amounts, the Mortgagor/s do
hereby [jointly and severally] grant, convey, assign, assure, charge and transfer unto the Mortgagee by way of a legal mortgage, and charge all their rights, title, interest and benefit in all and singular of the Mortgagor/s in respect of the Properties more particularly described in Schedule II hereunder, together with all buildings, erections and constructions of every description which are standing erected or attached or shall at any time hereafter during the continuance of the security hereby constituted be erected and standing or attached to the aforesaid property and premises and all rights to use common areas and facilities and incidentals attached thereto, together with all trees, fences, hedges, ditches, ways, sewers, drains, waters, watercourses, liberties, privileges, easements and appurtenances whatsoever to and arising in relation to the said property or any part thereof, lands, hereditaments or premises whether presently in existence or in the future belonging to or in anyway appurtenant thereto AND ALL the estate, right, title, interest including any development rights, property, claim and demand whatsoever of the Mortgagor/s into and upon the same which description shall include all properties of the above description whether presently in existence, constructed or to be constructed on the same (the “Mortgaged Properties”), TO HAVE AND TO HOLD the Mortgaged Properties unto and to the use of the Mortgagee absolutely UPON TRUST, subject to the powers and provisions contained herein and in the Transaction Documents.
3.2 The Mortgaged Properties shall also include all and singular, the Mortgagors' tangible and intangible assets (both present and future) including, without limitation, all actionable claims, inventory, insurance policies, moveable plant and machinery (whether attached or otherwise), raw materials, all items of equipment, building materials such as but not limited to steel and wooden materials, packing materials, electrical cables, electrical instruments, plumbing materials, construction materials, finished and semi-finished goods, consumable stores, spares, tools, accessories, software, patents, copyrights including any other intellectual property such as confidential information, control systems, and all other fixed assets other than land and buildings, both present and future, whether installed or not and whether lying loose or in cases or which are lying or are stored in or to be stored in or to be brought into or upon the Mortgagors' premises, warehouses, stockyards and godowns or those of the Mortgagors' agents, affiliates, associates or representatives or at various work sites or at any place or places wherever else situated or wherever else the same may be, whether now belonging to or that may at any time during the continuance of the term of the Loan, belong to the Mortgagor/s and/or that may at present or hereafter be held by any party anywhere to the order or disposition of the Mortgagor/s or in the course of transit or on high seas or on order, or delivery, howsoever and all replacements thereof and additions thereof whether by way of substitution, addition, replacement, conversion, realisation or otherwise howsoever together with all benefits, rights and incidentals attached thereto which are now or shall at any time hereafter be owned by the Mortgagor/s AND ALL estate, right, title, interest, property, claims and demands whatsoever of the Mortgagor/s unto and upon the same.
3.3 Without prejudice to the above, the Mortgagor/s hereby undertakes and confirms as under, in relation to the mortgage being created in terms set out above:
(i) In consideration of the Mortgagee agreeing to provide the Loan to the [Borrower/s/ Mortgagor/s], the sufficiency and adequacy of which the Mortgagor/s hereby acknowledges and confirms, the Mortgagor/s hereby agrees and acknowledges that upon execution of this Indenture, the Mortgagee alone shall have first and exclusive charge over the Mortgaged Properties notwithstanding anything to the contrary contained in any other agreement and that the rights of the Mortgagee in relation to the Mortgaged Properties shall supersede the rights of the Mortgagor/s;
(ii) The Mortgagor/s agrees and undertakes to, [jointly and severally], abide by the obligations and responsibilities undertaken vide the Transaction Documents and acknowledges that in the event of any failure to do so, the Mortgagee shall be entitled to dispose of the Mortgaged Properties pursuant to this Indenture, to realize the Outstanding Amounts due and payable to the Mortgagee;
(iii) The Mortgagor/s confirms and undertakes that any action taken by him/them or any deed executed by them, which in any manner, defeats or adversely affects the rights of the Mortgagee, created in terms of this Indenture, shall be null and void unless otherwise agreed to in writing by the Mortgagee;
(iv) The Mortgagor/s confirms and undertakes that they shall at all times, deal with their right, title and interests in respect of the Mortgaged Properties in consultation with, and after obtaining the written consent of, the Mortgagee;
(v) The Mortgagor/s further confirms and undertakes that they shall, [jointly and severally], repay all Outstanding Amount under the Transaction Documents including the principal, interest and default interest and pay all amounts in respect thereof including all
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interest, liquidated damages, premia on prepayment, financing charges, costs, charges, expenses and all other monies stipulated in the Transaction Documents in the manner set out therein and shall duly observe and perform all the terms and conditions of the Transaction Documents.
3.4 The Mortgagor/s shall ensure that at no time the asset cover in respect of the Mortgaged Properties shall fall below the ratio of _______, that is, the market value of the Mortgaged Properties shall always be at least _______, times the total Outstanding Amounts secured by the Mortgaged Properties. The Mortgagor shall provide to the Mortgagee an appropriate certificate to the said effect. The Mortgagor shall repeat such certificates at such frequencies as the Mortgagee may require.
3.5 If the Mortgagee is of the opinion that at any time during the subsistence of these presents, the Mortgaged Properties or any of them provided by the Mortgagor has become inadequate, then upon the Mortgagee advising the Mortgagor to that effect, the Mortgagor/s shall either themselves provide and furnish or provide and furnish through any of their group concerns to the Mortgagee to their satisfaction additional security as may be acceptable to the Mortgagee to cover such deficiency.
3.6 Any structures, which shall, from time to time during the continuance of this security, be erected or be in or upon the said Mortgaged Properties or any part thereof which may be comprised in the security in favour of the Mortgagee or fixed or attached thereto and used or intended to be used in connection with the business of the Mortgagor, whether in substitution or replacement of or in addition to any structures, fixtures, fittings and things now standing or being fixed or attached or used, shall be automatically included in the security created by these presents and without any act or action by the Mortgagor/s and become and be part of the Mortgaged Properties.
3.7 Easements The Mortgagor/s irrevocably grants full and free rights and liberty in the Mortgaged Properties as and by way of easement to
pass, re-pass and have unfettered access during normal business hours, for the purposes permitted under the Transaction Documents, to the Mortgagee and their nominees, agents and representatives over the Mortgaged Properties mortgaged and charged under these presents and the other Transaction Documents in common with all other persons entitled to like rights at all times hereafter.
3.8 Possession The Mortgagor/s or their representatives possessing the Mortgaged Properties, have not given possession and have also
agreed to not to give possession of the Mortgaged Properties to the Mortgagee, except in case of an Event of Default. This is without prejudice to the right of the Mortgagee to take possession of the Mortgaged Properties under this Indenture or other rights under Applicable Law.
3.9 Covenants not to deal with or dispose off the Mortgaged Properties The Mortgagor/s hereby [jointly and severally] covenants that until the Outstanding Amounts have been discharged or the
mortgage created hereunder is released as per terms of the Agreement, whichever is earlier, the Mortgagors shall not deal with or dispose of any interest in the Mortgaged Properties or any part thereof in a manner prejudicial to the interests of the Mortgagee in relation to the Loan, except with the prior permission in writing of the Mortgagee or as otherwise permitted in terms of the Transaction Documents, and shall hold the same unto and to the use absolutely for the benefit of the Mortgagee and subject to the powers and provisions herein declared and contained and concerning the same. For the purposes of this Article , “dispose of any interest” shall include the creation of any encumbrance in respect of the Mortgaged Properties.
3.10 The Mortgagee may, at any time, after the occurrence of an Event of Default and the security interest over the Mortgaged Properties, hereby constituted, thereby becoming enforceable apply to the Court for an order that the powers and trusts hereof be exercised and carried into of a Receiver execution under directions of the Court and for the appointment or Receivers and manager of the Mortgaged Properties or any part thereof and for any other order in relation to the execution and administration of the powers and trusts hereof as the Mortgagee shall deem expedient and they may assent to or approve of any application to the Court made at the instance of the Mortgagee and shall be indemnified by the Mortgagor/s against all costs, charges and expenses incurred for or in relation to any such application or proceeding.
3.11 Continuing Security The security created by or pursuant to this Indenture is a continuing security and shall remain in full force and effect until the
mortgage created hereunder is released as per terms of the Agreement or the Outstanding Amounts have been discharged, whichever is earlier, notwithstanding any intermediate payment or settlement of account or other matter or thing whatsoever and in particular the intermediate satisfaction by the Mortgagor/s (or any other person on behalf of the Mortgagor/s) of the whole or any part of the Outstanding Amounts in accordance with the Transaction Documents and is in addition and without prejudice, to any other security, hypothecation, pledge, guarantee, lien, indemnity or other right or remedy which the Mortgagee may now or hereafter hold for the Outstanding Amounts or any part thereof. This security may be enforced against the Mortgagor/s without first having recourse to any other rights of the Mortgagee.
3.12 Other Security This security is in addition to, and shall neither be merged in, nor in any way exclude or prejudice, or be affected by any other
security, right of recourse or other right whatsoever (or the invalidity thereof) which the Mortgagee may now or at any time hereafter hold or have (or would apart from this security hold or have) as regards the Mortgagor/s or any other person in respect of the Loan.
3.13 Cumulative Powers(a) The powers which this Indenture confers on the Mortgagee and any Receiver, appointed pursuant to the powers conferred on the
Mortgagee in terms of this Indenture, hereunder are cumulative, without prejudice to their respective powers under the applicable law and any Transaction Documents, and may be exercised as often as the Mortgagee or the Receiver thinks appropriate in accordance with these presents.
(b) The Mortgagee or the Receiver may, in connection with the exercise of their powers, join or concur with any person in any transaction, scheme or arrangement whatsoever; and the Mortgagor/s acknowledges that the respective powers of the Mortgagee and the Receiver shall in no circumstances whatsoever be suspended, waived or otherwise prejudiced by anything other than an express waiver or variation in writing by the Mortgagee or Receiver as relevant.
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(c) No failure or delay by the Mortgagee to exercise any right, power or remedy hereunder shall impair such right, power or remedy or operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy.
3.14 No Effect Neither the security created under this Indenture nor the rights, powers and remedies conferred to the Mortgagee or the
Receiver by the Mortgagor/s shall be discharged, impaired or affected by:
(a) Any invalidity or unenforceability or amendment of any of the Transaction Documents;
(b) Any time or other indulgence given or agreed to be given by the Mortgagee for the performance of the obligations by any persons under any of the Transaction Documents;
(c) Any release or exchange of security or obligations granted or undertaken pursuant to any of the Transaction Documents;
(d) Any other act, event or omission which but for this provision would impair or discharge the Mortgagor's liability hereunder;
(e) Any assignment by the Mortgagee to any person of any of its rights, benefits, duties and obligations under and in accordance with the Transaction Documents;
(f) Any change in the structure or organisation of the Mortgagor/s as a result of change in applicable law, insolvency of the Mortgagor/s or otherwise, including the dissolution of Partnership, dissolution of Limited Liability Partnership, winding up (voluntary or otherwise), as applicable, merger or amalgamation, reconstruction or otherwise of the Mortgagor/s with any other company or takeover of the management of the Mortgagor/s;
(g) Modification of the any terms of the Loan.
ARTICLE 4REPRESENTATIONS AND WARRANTIES:4.1 The Mortgagor/s hereby represents and warrants to the Mortgagee that the Mortgaged Properties hereinbefore expressed to be
granted, conveyed, assigned, transferred, assured and charged are the absolute properties of the Mortgagor/s and that the Mortgagor/s has clear and marketable title to the Mortgaged Properties and they are free from any mortgage, charge or encumbrance and are not subject to any lis- pendens, attachment or other process issued by any Court of authority;
4.2 The Mortgagor/s hereby represents to the Mortgagee that the Mortgagor/s is a Proprietary Concern/ Partnership Firm/ Limited Liability Partnership/ Company/ Firm/ Trust/ Society incorporated under the Applicable Law in force and validly existing under the Indian Laws and have all the requisite legal power and authority to execute this Indenture and carry out the terms, conditions and obligations hereof. There is no prohibition, order, or any suit/s pending before any Court, or Tribunal, which would materially and adversely affect the ability of the Mortgagor/s to meet and carry out its obligations under these presents;
4.3 The Mortgagor/s hereby represents to the Mortgagee that the Mortgagor/s has obtained all permissions/approvals necessary or required on the part of the Mortgagor/s to authorize and empower the Mortgagor/s to enter into and perform under these presents. The execution and delivery by the Mortgagor/s has been duly authorized by all requisite corporate actions;
4.4 The Mortgagor/s represents that the execution and the performance by the Mortgagor/s of these presents and the Agreement and any other document related hereto do not and will not violate in any respect (a) any law, regulation, judgment, decree or order of any authority, (b) the constitution documents of the developer, or (c) any agreement, contract or other undertaking to which the Mortgagor/s is a party or which is binding on the Mortgagor/s or any of their assets;
4.5 The Mortgagor/s hereby represents that under the law of their jurisdiction of incorporation, as applicable, this Indenture be filed, recorded or enrolled with any authority included but not limited to the filing which is required to be made with the applicable Registrar of Companies (as applicable) and the Sub-Registrar of Assurances;
4.6 The Mortgagor/s hereby represents and warrants that they have complied with all tax laws in all jurisdictions in which they are subject to tax and have paid all taxes due and payable by them and no claims are being asserted against them in respect of taxes except in relation to tax liabilities arising in the ordinary course of their day-to-day trading activities or claims contested in good faith and in respect of which adequate reserves are available (as applicable);
4.7 The Mortgagor/s hereby represents and warrants that no litigation, arbitration or administrative proceedings of or before any authority have been started against them or in relation to Mortgaged Properties, nor is there subsisting any unsatisfied judgment or award given against them by any court, arbitrator or other body, in each case which might have a Material Adverse Effect or which relates to the legality, validity, binding effect or enforceability of this Indenture;
4.8 They have not taken any action nor have any steps been taken or legal proceedings been started or threatened against them for their insolvency, bankruptcy, winding-up, dissolution or re-organisation, as applicable, for the enforcement of any security over their assets or for the appointment of an insolvency resolution professional, liquidator, supervisor, Receiver, administrator, administrative receiver, compulsory manager, trustee or other similar officer of them or in respect of any of their assets;
4.9 Security (a) Save and except the mortgage created to secure the Loan, the Mortgaged Properties, present or future, hereinbefore expressed
to be charged in favour of the Mortgagee are the sole and absolute property of the Mortgagor/s and are free from any other mortgage, charge or encumbrance and are not subject to any attachment, or other order or process issued by any authority and that the Mortgagor/s have a clear and marketable title to their respective portion of the Mortgaged Properties;
(b) Notwithstanding anything done or executed or omitted to be done or executed or knowingly suffered to the contrary, the Mortgagor/s now have powers to charge in favour the Mortgagee the Mortgaged Properties in the manner contemplated by these presents;
(c) It shall be lawful for the Mortgagee or any person appointed by the Mortgagee, including a Receiver, to enter into or take possession of the Mortgaged Properties upon the occurrence of an Event of Default, and thenceforth the Mortgagor/s shall take no action inconsistent with or prejudicial to the right of the Mortgagee to quietly possess, use and enjoy the same and to receive the income, profits and benefits thereof without interruption or hindrance by the Mortgagor/s or by any person or persons whomsoever, including any licensee or lessee, and upon the taking of such action, the Mortgagee shall be freed and discharged
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from or otherwise by the Mortgagor/s well and sufficiently saved and kept harmless and indemnified of, from and against all former and other estates, title, claims, demands and encumbrances whatsoever;
(d) It shall be lawful for the Mortgagee or any person appointed by the Mortgagee, including a Receiver, to enter upon any premises where the Mortgaged Properties, comprising of moveable property, and the books of accounts and other documents relating to the said movable property are kept upon the occurrence of Event of Default and for the purpose of such entry to do all such acts, deeds or things deemed necessary and to take charge of and/or to seize, recover, receive, appoint Receivers, and/ or take possession of all or any of the said properties or the books of accounts and other documents relating thereto inter alia by putting the locks on the godowns and other premises where the account books and other documents relating to the said properties are lying or kept and thereupon either forthwith or at any time and without notice either public auction or tender or by private contract or tender sell and dispose of all or any part of the said properties in such manner as the Mortgagee shall think fit and also to give notice or demand to the relevant Mortgagors' debtors and third parties liable therefore, sue for, recover, receive, give effectual receipts for the same and sell and realise by public auction or private contract and transfer and assign or otherwise dispose of or deal with all or any part of the said properties;
(e) The Mortgagor/s, on or prior to the date hereof, has submitted title reports / title certificates prepared by independent consultants (acceptable to the Mortgagee) which certify their relevant title(s) to the Mortgaged Properties; and
(f) The provisions of this Indenture are effective to create in favour of Mortgagee, a legal, valid and binding security expressed to be created on all of the Mortgaged Properties and all necessary and appropriate recordings and filings have been made and/or shall be made in all appropriate public offices, and all other necessary and appropriate actions have been taken and/or shall be taken so that this mortgage created hereunder creates effective security on all right, title, estate and interest of the Mortgagor/s in the respective Mortgaged Properties and all consents required under applicable law for the creation, effectiveness, priority and enforcement of such security have been obtained;
4.10 The Mortgagor/s hereby acknowledges that the Mortgagee has given the Loan to the [Borrower/s/Mortgagor/s] in reliance on the representations and warranties of the Mortgagor/s as set out in this Article 4, each of which representations and warranties shall be true, accurate and complete throughout the term of this Indenture;
4.11 The terms, conditions, covenants and other representations made by the Mortgagor/s under the Agreement shall be applicable to this Indenture and shall form part of this Indenture and continue to remain binding and in full force and effect.
ARTICLE 5EVENTS OF DEFAULTOn the happening of one or more of the events specified as “Events of Default” (hereinafter called “the Event(s) of Default”), the Mortgagee may at its discretion, by a notice in writing to the Mortgagor/s, declare the entire Outstanding Amounts payable forthwith and the security created hereunder shall become enforceable: -
5.1 If default shall be made by the [Borrower/s/Mortgagor/s] in repayment of the Outstanding Amounts (or any part thereof) on the respective Due Date;
5.2 If default is committed in the performance or observance of any events enumerated in the Agreement and/or any other Transaction Documents and / or any obligation, covenant, condition or provision contained in these presents;
5.3 Any information given by the Mortgagor/s in their reports and other information furnished by the Mortgagor/s and the representations and warranties given/deemed to have been given by them to the Mortgagee is misleading or incorrect in any respect;
5.4 If there is reasonable apprehension that the Mortgagor/s is unable to pay it's/their debts or proceedings for liquidation, whether voluntarily or compulsorily, may be or have been commenced;
5.5 If the Mortgaged Properties have not been kept insured or they depreciate in value to such an extent, that in the opinion of the Mortgagee further security should be given and on advising the Mortgagor/s to that effect, such security has not been given to the Mortgagee to its satisfaction;
5.6 If without the prior written approval of the Mortgagee, the Mortgaged Properties or any part thereof is sold, disposed of, alienated or further charged or encumbered by the Mortgagor/s or the Mortgagor/s has acted in a manner which would prejudice the Mortgaged Properties or any part thereof in any manner whatsoever;
5.7 The Mortgagor/s has voluntarily or involuntarily become the subject of proceedings under any bankruptcy or insolvency law and/or is voluntarily or involuntarily wound up;
5.8 The Mortgagor/s has taken or suffered to be taken any action for re-organisation of its capital, by way of merger, amalgamation or restructuring, or liquidation or dissolution;
5.9 Receiver or a Liquidator has been appointed or allowed to be appointed of all or any part of the Mortgaged Properties;
5.10 If an attachment or distraint has been levied on the Mortgaged Properties or any part thereof or any injunction or prohibitory order is passed or certificate proceedings have been taken or commenced for recovery of any dues from the Mortgagor/s;
5.11 If any extra ordinary circumstances shall have occurred, which would make it improbable for the Mortgagor/s to fulfill its obligations under these presents;
5.12 If the Mortgagor/s ceases or threatens to cease to carry on its business or gives notice of its intention to do so;
5.13 If in the opinion of the Mortgagee, the security created hereby is in jeopardy;
5.14 Occurrence of such events described as “Events of Default” under the Agreement and/or any other Transaction Documents.
ARTICLE 6CONSEQUENCES UPON HAPPENING OF ANY EVENT OF DEFAULT6.1 On the happening of any of the Events of Default and in any of the said cases notwithstanding anything herein contained to the
contrary, the following consequences shall follow: -
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a) Mortgage Debt to become due and payable The whole of the Outstanding Amounts shall at once at the option of the Mortgagee shall become immediately payable and in
such case all such rights and remedies shall be available to the Mortgagee as would be available to it under the terms of these presents or by law upon default being made in these presents.
b) Right to enter The Mortgagee may enter upon the Mortgaged Properties and shall quietly possess and enjoy the same, shall receive the rents,
interests and profits thereof and without any lawful interruption or disturbance whatsoever by the Mortgagor/s herein or [any of them] or any other person or persons AND free from encumbrances and shall (until the Mortgagor/s shall have tendered or deposited under section 83 of the Transfer of Property Act, 1882, the amounts for the time being due under these presents, as hereinabove provided) be at liberty (but under no obligation) to pay the outgoing accruing due in respect of the Mortgaged Properties or any part thereof during the possession as agent of the Mortgagor/s and shall appropriate the surplus of the rent, interest and profit over the outgoing as part payment of monies due under these presents on the Outstanding Amounts and the covenants hereinbefore contained in that behalf and if there be any surplus, shall appropriate the same in reduction or discharge of the Outstanding Amounts hereunder.
c) Power to sell, lease, let, transfer and mortgage AND IT IS HEREBY AGREED AND DECLARED that it shall be lawful for the Mortgagee, at any time or times hereafter and without
any further consent on the part of the Mortgagor/s, to sell, lease, let, transfer and mortgage the Mortgaged Properties or any of them hereby granted or expressed so to be or any part or parts thereof either together or in parcels; either by public auction or private contracts, without the intervention of court, and either with or without special conditions or stipulations relating to title or evidence of title or otherwise with power to postpone such sale, lease, let, transfer and mortgage from time to time and to buy the Mortgaged Properties or any of them or any part thereof at any sale by public auction or to rescind or vary such contract for the sale thereof and to resell the same from time to time without being answerable for any loss or diminution in price occasioned thereby and for the purposes aforesaid or any of them to make agreements / transfers / conveyances, execute assurances, give effectual receipts, or discharges for the purchase money, and do all other acts and things for completing the sale which the person or persons exercising the power of sale shall think proper PROVIDED ALWAYS AND IT IS HEREBY FURTHER AGREED AND DECLARED that the power of sale hereinbefore contained shall not be exercised by the Mortgagee unless and until any of the Events of Default as provided hereinabove, has occurred.
AND IT IS HEREBY AGREED AND DECLARED
a) Any notice or request required to be served or given on the Mortgagor/s [or any of them] shall for the purposes of these presents be sufficiently served at the registered office of the either of the Mortgagors or if left or affixed to any part of the registered office of the Mortgagor/s [or any of them] and such notice shall also be deemed to be properly and duly effected if it is sent by post in a registered letter addressed to the Mortgagor/s [or any of them] at the following address and such services shall be deemed to have been made at the time at which such registered letter would in the ordinary course of post be delivered and even though returned unserved on account of refusal or otherwise howsoever.
b) Any notice or request to be given or made to the Parties shall be in writing. Such notice or request shall be deemed to have been given or made when it is delivered by hand or dispatched by mail or telegram to the other party at the following addresses:
In case of Mortgagee: Reliance Commercial Finance Ltd. Kind Attn: Mr __________________________________________________
c) PROVIDED ALSO AND IT IS HEREBY AGREED AND DECLARED that without prejudice to all rights conferred on the Mortgagee by the said Section 69 of the Transfer of Property Act, 1882, no purchaser upon any sale purporting to be made under the power hereinbefore contained shall be bound or concerned to see or inquire whether either of the cases mentioned in the proviso lastly hereinbefore contained has happened or whether any such default has been made in payment of any money intended to be hereby secured or whether any money remains owing on this security or whether any such notice has been given or left or affixed as aforesaid or otherwise as to the necessity or propriety of such sale or the necessity or expediency of the conditions subject to which the sale is made or otherwise as to the regularity of the sale or be affected by express notice that no such default has been made or notice given or left or affixed as aforesaid or that the sale is otherwise unnecessary, irregular or improper and notwithstanding any such irregularity, impropriety or want of necessity such sale shall, as regards the safety or protection of the purchaser or purchasers, be deemed to be within the aforesaid power in that behalf and be valid and effectual accordingly and the remedy of the Mortgagor/s [or any of them] in respect of any breach of the proviso hereinbefore contained for any irregularity in any such sale shall be in damages only AND IT IS HEREBY AGREED AND DECLARED that upon any such sale as aforesaid the receipt of the Mortgagee for the purchase money of the Mortgaged Properties or any of them sold shall be an effectual discharge for the money expressed to be received and that no purchaser shall be concerned to see to the application of the purchase money or be answerable for any loss, misapplication or non-application thereof AND IT IS HEREBY FURTHER AGREED AND DECLARED that the Mortgagee shall apply the monies to arise from any such sale in the first instance, to reimburse the Mortgagee itself or pay and discharge all the costs, charges, and expenses attending to or incurred in or about such sale or otherwise in respect of the Mortgaged Properties or any of them and in the next instance to apply such monies in or towards satisfaction of all and singular the monies for the time being owing on the Outstanding Amounts and to
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pay the surplus if any of the said monies unto the Mortgagor/s [or any of them] AND IT IS HEREBY AGREED AND DECLARED that the Mortgagee shall not be answerable or accountable for any involuntary losses which may be caused in or about the exercise or execution of the aforesaid powers and trusts or any of them AND IT IS HEREBY AGREED AND DECLARED that the power of sale hereinbefore contained may be exercised by any person or persons for the time being entitled to receive and give a discharge for the monies for the time being owing on the security of these presents. AND IT IS HEREBY AGREED AND DECLARED that all other provisions and trusts ancillary to the power of sale which are contained in Section 69 of the Transfer of Property Act, 1882, shall apply to the Mortgaged Properties as if the same were incorporated herein.
d) Power to appoint Receiver AND IT IS HEREBY AGREED AND DECLARED that the Mortgagor/s shall subject to the provisions of Section 69A of the Transfer of
Property Act, 1882, and to such of the provisions of law as may, for the time being be applicable, the Mortgagee, at any time after the mortgage/ security created hereunder becomes enforceable in accordance with the terms of this Indenture and whether or not the Mortgagee shall then have entered into or taken possession of the Mortgaged Properties and in addition to the power hereinbefore conferred upon the Mortgagee after such entry into or taking possession, may, in writing, appoint any person (including any officer(s) of the Mortgagee) as a receiver (the “Receiver”) of the Mortgaged Properties or other assets secured for the benefit of the Mortgagee or any part thereof and remove any Receiver(s) if so appointed and appoint any such other person(s) in his or their stead. Unless the Mortgagee shall otherwise prescribe in writing, such Receiver(s) shall have all the powers conferred upon the Mortgagee. All the provisions and powers in respect of the Mortgagee after entering into or taking possession of the Mortgaged Properties or any part thereof by the Mortgagee shall apply to a Receiver appointed before such entering into or taking possession by the Mortgagee and in particular such Receiver shall be deemed to be the agent of the Mortgagor/s which shall be [jointly and severally] responsible for his acts and defaults and for his remuneration.
The following provisions shall apply to such Receiver, subject to the provisions of applicable laws:
(a) Appointment before or after possession Such appointment may be made either before or after the Mortgagee shall have entered into or taken possession of the
Mortgaged Properties or any part thereof.
(b) Receiver to be invested with powers by Mortgagee Such Receiver may be invested by the Mortgagee with such powers and discretion, including powers of management and
powers relating to the Mortgaged Properties, as the Mortgagee may think expedient.
(c) Receiver to exercise powers vested in Mortgagee Unless otherwise directed by the Mortgagee, the Receiver shall have and may exercise all the powers and authorities
vested in the Mortgagee.
(d) Receiver to conform to regulations made by Mortgagee The Receiver shall, in the exercise of its powers, authorities and discretions, conform to the regulations and directions
made and given by the Mortgagee from time to time.
(e) Receiver's remuneration The Mortgagee may, from time to time, fix remuneration of the Receiver and direct payment thereof out of the Mortgaged
Properties, but the Mortgagor/s alone shall be [jointly and severally] liable for the payment of such remuneration.
(f) Receiver to give security The Mortgagee may, from time to time and at any time, require the Receiver to give security for the due performance of his
duties as such Receiver and may fix the nature and the amount of the security to be given, but the Mortgagee shall not be bound in any case to require any such security.
(g) Receiver to pay the monies Unless otherwise directed by the Mortgagee, all monies from time to time received by such Receiver shall be paid over to
the Mortgagee to be held by them upon the trust herein declared of and concerning the monies arising from any sale, calling in, collection or conversion of the Mortgaged Properties.
(h) Mortgagee may pay monies to Receiver The Mortgagee may pay over to the Receiver any monies constituting part of the Mortgaged Properties to the intent that the
same may be applied for the purposes hereof by such Receiver and the Mortgagee may, from time to time, determine what funds the Receiver shall be at liberty to keep in hand with a view to the performance of his duties as Receiver.
(i) Receiver agent of the Mortgagor/s Every such Receiver shall be the agent of the Mortgagor/s for all purposes and the Mortgagor/s shall be [jointly and
severally] responsible for his acts and defaults, losses or misconduct and liable on any contract or engagement made or entered into by him and for his remuneration and the Mortgagee shall not incur any liability or responsibility therefore by reason of their making or consenting to his appointment as such Receiver.
(j) Applicability of Transfer of Property Act, 1882 Subject as aforesaid the provisions of the Transfer of Property Act, 1882 and the powers thereby conferred on a mortgagee
or receiver shall, so far and as far as applicable, apply to such Receiver.
e) Authority to execute documents AND IT IS HEREBY FURTHER AGREED AND DECLARED that the conveyance in case of sale, assignment or transfer of the
Mortgaged Properties in exercise of the power of sale herein contained or transfer of mortgage or other assurance required to be executed by the Mortgagee shall, if executed by authorized officer of the Mortgagee, be deemed as good and effectual as if the Mortgagee had authorized such person to execute the same. The stamp duty, registration charges and costs in respect of the re-conveyance of the Mortgaged Properties shall be borne and paid by the Mortgagor/s only;
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f) Right of foreclosure PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that notwithstanding anything to the contrary contained in
Section 67 of the Transfer of Property Act, 1882; in the event of default being made in repayment of the Outstanding Amounts or any part thereof, the Mortgagee shall have a right to obtain from the Court a Decree that the Mortgagor/s [or any of them] shall be absolutely debarred of their right to redeem the Mortgaged Properties and to file a suit for foreclosure.
ARTICLE 7MISCELLANEOUS PROVISIONSIt is hereby further agreed and declared by the Mortgagor that:
7.1 The obligations of the Mortgagor/s shall also be governed by the provisions contained in the Agreement and that the same shall be binding upon and enure to the benefit of the Mortgagee and its successors and assigns;
7.2 The power of the Mortgagor/s while lawfully in possession of the Mortgaged Properties or any part thereof, has no power to make leases thereof, save and except with the consent in writing of the Mortgagee first, obtained on such terms and conditions as the Mortgagee in its absolute discretion may think fit and the provisions of Section 65A of the Transfer of Property Act, 1882, shall not apply to these presents;
7.3 In the event of the Mortgagee holding any other mortgage or a mortgage executed by the Mortgagor/s in respect of any other property or properties of the Mortgagor/s, the Mortgagee shall be entitled to sue for realization of the Outstanding Amounts secured by these presents without being bound to sue on the other mortgage or mortgages on other property or properties of the Mortgagor/s although the money secured by the said other mortgage or mortgages had then become due;
7.4 The Mortgaged Properties or any portion thereof being at any time taken up by Government or by any of the authority or by any other public body for a public purpose, the Mortgagee shall be entitled to receive the compensation which the Mortgagor/s may be entitled or declared to be entitled and to apply the same or a sufficient portion thereof towards repayment of the Outstanding Amounts under these presents and all proceedings for ascertainment and apportionment of the compensation payable for the Mortgaged Properties or any of them, shall be conducted by the Mortgagor/s through the attorneys of the Mortgagee but if the Mortgagor/s [or any of them] do not do so, then the Mortgagee shall be entitled to engage another set of attorneys and the Mortgagors shall repay on demand to the Mortgagee all costs charges and expenses that may be incurred by the Mortgagee with interest thereon at the stipulated rate, from the time of the same having been so incurred and that until such repayment the same shall be a charge upon the Mortgaged Properties;
7.5 The Mortgagors shall pay all costs, charges and expenses in relation to the attorney, in anyways incurred or made by the Mortgagee of and incidental to these presents or of and incidental to or in connection with this security as well as for the assertion or defense of the rights of the Mortgagee as for the protection and security of the Mortgaged Properties hereby granted, transferred, assigned and assured or expressed or intended so to be and for the demand, realization and recovery of the Outstanding Amounts secured by these presents or any part thereof or for the exercise of any of the powers contained in these presents and the same shall be paid within 30 (Thirty) days from the date of demand being made by the Mortgagee to the Mortgagor/s and if the Mortgagor/s fails to repay such amount within the timeline prescribed above, such re-payment shall be a charge upon the Mortgaged Properties and shall also form part of the Outstanding Amount;
7.6 For all or any of the aforesaid purposes, mentioned above, under these presents, the Mortgagor/s hereby irrevocably appoints the Mortgagee as well as the Receiver to be appointed under these presents to be its attorneys or attorney and in the name and on behalf of the Mortgagor/s to execute and do all acts, deeds and things which the Mortgagor/s [or any of them] ought to execute and do under the covenants and provisions herein contained and generally to use the name of the Mortgagor/s in the exercise of all or any of the power(s) by these presents conferred on the Mortgagee or any Receiver or Receiver appointed by it;
7.7 The Mortgagee may maintain, in accordance with their usual practice, accounts evidencing the amounts from time to time lent by and owing to them under the Agreement. The Mortgagee shall maintain in their books a control account or accounts in which shall be recorded:
a) the amount of any advance made under the Agreement;
b) the amount of any principal or interest due or to become due from the Mortgagor/s to the Mortgagee under the Agreement;
c) the amount of any sum received or recovered by the Mortgagee under the Agreement and/or these presents and/or security documents executed in favour of the Mortgagee.
In any legal action or proceedings arising out of or in connection with the Agreement or under these presents, the entries made in the accounts maintained pursuant to sub-articles (a), (b) and (c) above shall be prima-facie evidence of the existence and amount of obligations of the Mortgagor/s as therein recorded;
7.8 Notwithstanding any discharge, release or settlement from time to time between the Mortgagee and the Mortgagor/s, if any discharge or payment in respect of the Outstanding Amounts by the Mortgagor/s are avoided or set aside or order to be surrendered, paid away, refunded or reduced by virtue of any provision, applicable law or enactment relating to bankruptcy, insolvency, liquidation, dissolution, winding up, composition or arrangement for the time being in force or for any other reason, the Mortgagee shall be entitled hereafter to enforce this Mortgage as if no such discharge, release or settlement had occurred.
ARTICLE 8COST AND CHARGES8.1 The stamp duty on this Indenture and / or on all the other documents and writings relating to the creation of the present security
as well as further security is and shall be borne and paid by the Mortgagor/s. The registration charges and all other costs relating to this Indenture and all other documents and writings relating to the Mortgaged Properties and the securities created or to be created herein shall be also paid by the Mortgagor/s.
8.2 Further, all costs and expenses incurred in relation to the enforcement of the security and/or towards the preservation of the Mortgaged Properties shall be borne by the Mortgagor/s.
8.3 The Mortgagor/s shall pay on demand to the Mortgagee the costs of the registration of this Indenture with the Registrar of Companies.
8.4 In the event that the Mortgagee had to expend any monies in relation to the expenses as set out in this Article 8, the Mortgagor/s shall forthwith on demand and not later than 30 (Thirty) days from the date of demand being made by the Lender in this regard, repay to the Mortgagee all sums so expended from time to time and, if the Mortgagor/s fails to repay such amount within the timeline prescribe above, until such repayment, such sums, together with Interest and Additional Interest, shall be secured by this Indenture.
ARTICLE 9WAIVERNo delay in exercising or omission to exercise any right, power or remedy accruing/available to the Mortgagee upon any default or otherwise hereunder or under any other documents shall impair or prejudice any such right, power or remedy or shall be construed to be a waiver thereof or any acquiescence therein and any single or partial exercise of any right, power or remedy hereunder shall not preclude the further exercise thereof and every right and remedy available to the Mortgagee shall continue in full force and effect until such right, power or remedy is specifically waived by an instrument in writing executed by the Mortgagee. None of the terms of this Indenture shall be deemed to have been waived or altered, unless such waiver or alteration is in writing and is signed by the Parties.
ARTICLE 10ASSIGNMENTThe Mortgagor/s shall not assign or transfer any of their rights and/or obligations under this Indenture except with the Mortgagee's prior written permission. However, the Mortgagee shall be entitled to, without issuing any notice or obtaining any consent from the Mortgagor/s, sell, assign, securities or transfer the Mortgagor's right and obligations under this Indenture with or without any other security in favour of the Mortgagee (including all guarantee/s, if any) to any person (“Intending Assignee”) of the Mortgagee's choice in whole or in part and in such manner and on such terms and conditions as the Mortgagee shall decide. Any such sale, assignment, authorisation or transfer shall conclusively bind the Mortgagor/s and all other related persons. The Mortgagee shall be further entitled to act as security agent / agent of such Intending Assignee, without issuing any notice or obtaining any consent from the Mortgagor/s, and may at its discretion hold the Mortgaged Properties, whole or in part, for and on behalf of such Intending Assignee or on behalf of itself and any such act of the Mortgagee acting as an agent or security agent of the Intending Assignee shall conclusively bind the Mortgagor/s and shall not be challenged or disputed by the Mortgagor/s and the Mortgagor/s shall not be discharged of their obligations under this Indenture.
ARTICLE 11MODIFICATIONSNo amendment or modification to this Indenture will be effective or binding unless it is in writing and executed by the Parties hereto and refers to this Indenture.
ARTICLE 12INVALIDITYIf at any time any one or more of the provisions (or part thereof) of this Indenture become invalid, illegal or unenforceable in any respect, under any law, the validity, legality and enforceability of the remaining provisions (or parts thereof) shall not in any way be affected or impaired thereby.
ARTICLE 13SET-OFFNotwithstanding anything to the contrary in this Indenture or any other document/ arrangement: (i) in respect of all and any of the Mortgagor's, any of the promoters' of the Mortgagor/s or any of the security providers', their respective group companies, promoters (partners, in case of the partnership firms and limited liability partnerships), affiliates, sister concerns, associate companies, subsidiaries, holding companies, etc. (hereinafter collectively referred to as the “Mortgagor Group”) present and future liabilities to the Lender or any of branches of the Lender (hereinafter collectively referred to as the “Relevant Entity(ies)”), 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 as security provider/principal debtor and/ or as guarantor and/or otherwise howsoever (collectively “Liabilities”), the Lender and the Relevant Entities shall have a specific and special lien on all the Mortgagor Group's present and future stocks, shares, securities, property, book debts, held with or in custody, legal or constructive, with the Lender and the Relevant Entities, now or in future, whether in same or different capacity of the Mortgagor Group persons/ entities, and whether severally or jointly with others, whether for any safe custody, collection, or otherwise, and (ii) separately, the Lender and the Relevant Entities shall have an express right to, without notice to and without consent of the Mortgagor Group persons/ entities, set-off, transfer, sell, realise, adjust, appropriate all such securities, amounts and property as aforesaid (whether earmarked for any particular Liability or not) for the purpose of realising or against any dues in respect of any of the Liabilities and to set-off any monies, whether of same type or nature or not and whether held in same capacity or not including upon any default in payment of any part of any of the Liabilities when due in terms of such documents and (iii) the security created by the Mortgagor or any other entity within the Mortgagor Group in respect of any specific Liability in favour of the Lender or any of the Relevant Entities shall be deemed to be created for and shall secure all the Liabilities and may be enforced for the realisation of any or all the Liabilities. The Lender or the concerned Relevant Entity (as the case may be) shall not be bound to release any such security even if the specific Liability for which it was created has been discharged and shall be entitled to continue to hold such security (as security for the other Liabilities) until the full and final discharge of all the Liabilities to the satisfaction of the Lender/ concerned Relevant Entity.
ARTICLE 1414.1 GOVERNING LAW This Indenture and the rights and obligations of the Parties hereunder shall be construed in accordance with and be governed by
the laws of India.
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14.2 Jurisdiction14.2.1 The Parties agree that the courts and Tribunals as mentioned in the Schedule-I shall have exclusive jurisdiction to settle any
disputes which may arise out of or in connection with this Indenture and that accordingly, any suit, action or proceedings arising out of or in connection with the Transaction Documents may be brought in such courts and tribunals.
14.2.2 Nothing contained herein shall be construed as extinguishing, limiting or ousting the rights and remedies of the Mortgagee, if available now or in the future as against the Mortgagor/s, the promoters of the Mortgagor/s, the security providers and/or the guarantors, if any and/or any other persons, or any of their respective assets, under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (“SARFAESI Act”) and/or the Insolvency and Bankruptcy Code, 2016 (IBC), and the Mortgagee shall stand absolutely entitled to exercise such rights/remedies thereunder irrespective of the initiation, pendency, or continuation of any other arbitral or other proceedings.
14.2.3 Notwithstanding anything to the contrary contained hereinabove, in the event that the Mortgagee, as a result of a change in Applicable Law or otherwise, becomes entitled to recover the dues owed to it or be treated as a 'financial institution' under the Recovery of Debts and Bankruptcy Act, 1993 (“DRT Act”) and to exercise rights/remedies thereunder, the Mortgagor/s hereby expressly agrees and consents that the Mortgagee shall be entitled to exercise the rights and remedies available to the Mortgagee under the DRT Act including to recover the Outstanding Amounts from the Mortgagor/s and/or the promoter of the Mortgagor/s, the security providers and/or the guarantors, if any, or any other persons, by filing proceedings with any of the debt recovery tribunals constituted thereunder.
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THE SCHEDULE I ABOVE REFERRED TO(Details of Mortgagor/s, Borrower/s)
Place of execution of the Indenture
Date of the Indenture
Branch Office Address of RCFL
Details of Mortgagor/s, Borrower/s
Name:_________________________________________
Corporate Identity No. (CIN in case borrower/mortgagor is company) _________________________
________________________________________________ together with the other structures, erections etc. now erected or to be hereafter erected thereon or any part thereof together with all structures, erections, houses, out-houses, edifices, courts, compound, yard, wells, waters, water courses, sewers, drains, ways, passages, lights, liberties, rights, privileges, easements, advantages and appurtenances whatsoever to the said land, hereditaments and premises or any part thereof now or heretofore held, used or enjoyed or reputed as part or member thereof or to be appurtenant thereto including all the estates, rights, title, interest, property, claim and demand of the Mortgagor/s into and upon the said premises and every part thereof.
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Jurisdiction
IN WITNESS WHEREOF the Borrower/s/Mortgagor/s has caused its Common Seal to be affixed hereto on the day, month and year first above written in the manner as hereinafter appearing.
SIGNED AND DELIVERD BY THE WITHINNAMED MORTGAGOR/S / BORROWER/S
Individual/Proprietor/ Karta of Hindu Undivided Family / Partner/ Director/ Person (strike off whichever not applicable)
Company/Partnership Firm/Limited Liability Partnership Firm/ Proprietorship concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons (strike off whichever not applicable)
Individual/Proprietor/ Karta of Hindu Undivided Family / Partner/ Director/ Person (strike off whichever not applicable)
Company/Partnership Firm/Limited Liability Partnership Firm/ Proprietorship concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons (strike off whichever not applicable)
Individual/Proprietor/ Karta of Hindu Undivided Family / Partner/ Director/ Person (strike off whichever not applicable)
Company/Partnership Firm/Limited Liability Partnership Firm/ Proprietorship concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons (strike off whichever not applicable)
Individual/Proprietor/ Karta of Hindu Undivided Family / Partner/ Director/ Person (strike off whichever not applicable)
Company/Partnership Firm/Limited Liability Partnership Firm/ Proprietorship concern/ Hindu Undivided Family/ Trust/ Society/ Association of Persons (strike off whichever not applicable)
I/WE _____________________________, a Sole Proprietary Concern, acting through its Proprietor Mr. /Ms._____________________ or [a Company within the meaning of the Companies Act, 2013/1956 (CIN No________________________________)/ (*jointly and severally) acting through ______________________________ who is duly authorized in that behalf vide Board Resolution dated _____________________________________________________ ]or [a Partnership Firm within the meaning of the Partnership Act, 1932 (*jointly and severally) acting through one of our Partner, ____________ who is duly authorized in that behalf vide resolution of the Partners, dated _____________________________________________________] or [a Limited Liability Partnership within the meaning of the Limited Liability Partnership Act 2008 acting through one of our Partner, _____________ who is duly authorized in that behalf vide resolution of the Partners, dated ____________ ] refer to our loan application dated ___________ submitted by me/us to R e l i a n c e C o m m e r c i a l F i n a n c e L i m i t e d ( R C F L ) f o r t h e l o a n o f R s . _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ / - ( R u p e e s ________________________________________ ____________________________ only) (“Loan”) against property from RCFL and I/We hereby solemnly affirm and declare as follows:
[ (ü) Tick whichever is applicable]
1. TDS Declaration above Rupees Fifty Lacs:
(a) I/We are aware of the provisions of Section 194–IA of the Income Tax Act, 1961 (“Section 194-IA”), and in line with which I understand.
(b) At the time of disbursement of loan RCFL shall issue pay order/ demand draft in favour of seller only after deduction of one percent of sale consideration as income tax as per Section 194- IA and I hereby agree and undertake to inform the seller in this regard. I/ We are aware that RCFL shall pay one percent of sale consideration to me/ us on a condition that I/we shall remit the same to the concerned statutory authorities within the prescribed time as per section 194- IA of Income Tax Act, 1961.
(c) I/ We hereby confirm that I/ We are solely responsible for the payment of income tax to statutory authorities and the onus is on me/us as per the aforesaid sanctions and I/ We declare and undertake that I/ We shall remit the income tax to statutory authorities as prescribed under Section 194- IA within the stipulated time and submit proof to that effect to RCFL.
(d) I/ We along with our legal heirs, successors, administrators etc. hereby further agree to indemnify and keep indemnified RCFL, its successors and assigns at all times against any losses, charges/ penalty etc. levied on RCFL or suffered or sustained by RCFL due to non-payment of income tax as mentioned above.
2. End Use:
(a) The said Loan is availed for the purpose of ___________________________________________________________________ ____________________________________________________________________________________________________.
(b) We hereby represent, warrant and confirm that the aforesaid purpose is a valid purpose and is not speculative or illegal in any manner.
(c) We agree, confirm and undertake that the purpose of use of funds under the said Loan shall not be changed in any manner during the tenure of the said Loan or that such change in purpose shall take place only with prior written approval of RCFL.
(d) Further I/We hereby declare that I/ we shall not use the said Loan for money lending activities, money laundering activities, any of the ventures or business or the activities of any of our associates or group companies, investment in securities, debentures or the stock markets, purchase of gold in any form including but not limited to primary gold, gold bullion, gold jewellery, gold coins, units of gold exchange traded funds (ETF) and units of gold mutual funds.
(e) I/We agree that any breach or default in complying with all or any of the aforesaid undertakings shall constitute an event of default under the transaction documents executed in relation to Loan and gross misconduct for which I/ We shall indemnify and keep indemnified RCFL in respect of the same.
I/We make these declarations and statements believing the same to be true and knowing that on the faith and strength thereof, Reliance Commercial Finance Limited has agreed to give the said Loan.
I/ We provide the aforesaid indemnity cum undertaking at _____________________________________________________________ ______________________________ on this ______________________ day of _____________, 20__.
“FATCA” means (i) Sections 1471 through 1474 of the US Internal Revenue Code of 1986 or any associated regulations or other official guidance; (ii) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of (i) above; or (iii) any agreement pursuant to the implementation of (i) or (ii) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;
“CRS” means the reporting required under the Multilateral Competent Authority Agreement on Automatic Exchange of Financial Account Information, to which India is a signatory
Information related representation
(a) Subject to paragraph (c) below, the Borrower shall, (i) supply to Reliance Commercial Finance Limited such form in Annexure _____/ Annexure _____ – Part -____ (strike off which is not applicable), documentation and any other information relating to its status under FATCA and/ or CRS for the purposes of Reliance Commercial Finance Limited's compliance with section 285BA of the Income tax Act, 1961 (the Act) read with Rules 114F to 114H of the Income tax Rules, 1962 and (ii) supply to Reliance Commercial Finance Limited such form, documentation and other information relating to its status as Reliance Commercial Finance Limited reasonably requests for the purposes of the company's compliance with any other law, regulation, or exchange of information regime.
(b) Failure of the Borrower to provide the information stated in Clause (a) above would allow Reliance Commercial Finance Limited to consider the status of the Borrower in a manner as it deems appropriate
(c) The Borrower certifies that:
i. the information provided by me/us in the Form, its supporting Annexures as well as in the documentary evidence provided by me/us are, to the best of our knowledge and belief, true, correct and complete and that I/we have not withheld any material information that may affect the assessment/categorization of the account as a Reportable account or otherwise.
ii. I/We permit/authorise the company to collect, store, communicate and process information relating to the Loan Account and all transactions therein, by the Bank and any of its affiliates wherever situated including sharing, transfer and disclosure between them and to the authorities in and/or outside India of any confidential information for compliance with any law or regulation whether domestic or foreign.
iii. I/We undertake the responsibility to declare and disclose within 30 days from the date of change, any changes that may take place in the information provided in the Form, its supporting Annexures as well as in the documentary evidence provided by us or if any certification becomes incorrect and to provide fresh self certification alongwith documentary evidence.
iv. I/We also agree that our failure to disclose any material fact known to us, now or in future, may invalidate our application and the company would be within its right to put restrictions in the operations of my/our account or close it or report to any regulator and/or any authority designated by the Government of India (GOI)/RBI for the purpose or take any other action as may be deemed appropriate by the Bank if the deficiency is not remedied by us within the stipulated period.
v. I/We hereby accept and acknowledge that the company shall have the right and authority to carry out investigations from the information available in public domain for confirming the information provided by me / us to the company.
vi. It shall be my / our responsibilities to educate myself/ourself and to comply at all times with all relevant laws relating to reporting under section 285BA of the Act read with the Rules thereunder.
vii. I/We also agree to furnish such information and/or documents as the company may require from time to time on account of any change in law either in India or abroad in the subject matter herein.
viii. I/We shall indemnify the company for any loss that may arise to the company on account of providing incorrect or incomplete information.
ix. I/We certify that I/we have the capacity to sign for the entity as per CBDT rules/RBI guidelines.
FATCA Declaration
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Signature of Borrower: _________________________________ Signature of Co-Borrower: _________________________________
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Documents required: A copy of certificate of residence or a copy of TIN for all the countries listed in the above table.
Section 2: Individual Identification
a) Father’s Name:
b) Place of birth:
c) Country of birth:
d) Occupation:
D D M M Y Y Y Y
RELIANCE COMMERCIAL FINANCE LIMITED Annexure containing information for Individuals
for reporting requirement under section 285BA of the Income-Tax Act, 1961.Mandatory - to be filled by each Account holder.
Name of the account holder: _________________________________________________________________________________
Section 1: Declaration of Tax ResidencyFor the purposes of taxation, I am a resident in the following countries and my Tax Identification Number (TIN) / functional equivalent in each country is set out below or I have indicated that a TIN / functional equivalent is unavailable (kindly fill details of all countries of tax residence if more than one):
Country/countries of tax residency
Tax Identification Number (TIN)/ Functional equivalent
Country issuing TIN / Functional equivalent
Documents provided (copy of certificate of
residence/copy of TIN)
The Customer/account holder certifies that: a) the information provided in the Form is in accordance with section 285BA of the Income Tax Act, 1961 read with Rules 114F to 114H of the Income tax Rules, 1962. b) the information provided by me/us in the Form, its supporting Annexures as well as in the documentary evidence provided by me/us are, to the best of our
knowledge and belief, true, correct and complete and that I/we have not withheld any material information that may affect the assessment/categorization of the account as a Reportable account or otherwise.
c) I/We permit/authorise the Company to collect, store, communicate and process information relating to the Account and all transactions therein, by the Company and any of its affiliates wherever situated including sharing, transfer and disclosure between them and to the authorities in and/or outside India of any confidential information for compliance with any law or regulation whether domestic or foreign.
d) I / We undertake the responsibility to declare and disclose within 30 days from the date of change, any changes that may take place in the information provided in the Form, its supporting Annexures as well as in the documentary evidence provided by us or if any certification becomes incorrect and to provide fresh self certification alongwith documentary evidence.
e) I / We also agree that our failure to disclose any material fact known to us, now or in future, may invalidate our application and the Company would be within its right to put restrictions in the operations of my/our account or close it or report to any regulator and/or any authority designated by the Government of India (GOI) /SEBI for the purpose or take any other action as may be deemed appropriate by the Company if the deficiency is not remedied by us within the stipulated period.
f) I / We hereby accept and acknowledge that the Company shall have the right and authority to carry out investigations from the information available in public domain for confirming the information provided by me / us to the Company.
g) It shall be my / our responsibilities to educate myself / ourself and to comply at all times with all relevant laws relating to reporting under section 285BA of the Act read with the Rules thereunder.
h) I/We also agree to furnish such information and/or documents as the Company may require from time to time on account of any change in law either in India or abroad in the subject matter herein.
I) I/We shall indemnify the Company for any loss that may arise to the Company on account of providing incorrect or incomplete information.
Section 3: Terms and Conditions in the Account Opening Form
Signature: ________________________
Name: ___________________________
Date:
Place: ____________________
(Kindly attach documentary evidence of country of tax residence and the tax identification number)
Addendum to the Entity (Non- Individual) Account opening Form forRELIANCE COMMERCIAL FINANCE LIMITED
Section 1: Identification DetailsPlease tick / fill and complete as appropriate.
(e) Identification Type (tick as applicable) £ Tax Identification Number £ Company Identification Number £ US GIIN £ Global entity Identifiction No. £ Other (Please specify if any) ______________________
Section 2: Declaration of Tax ResidencyPlease indicate the Entity's country of tax residence (if resident in more than one country please detail all countries and associated tax identification number and TIN issuing country).
Country/countries of tax residency Tax Identification Number (TIN) TIN Issuing Country
If tax resident of Country outside India, kindly provide confirmation as under:
(1) If US tax resident, are u US Specified Person - Yes / No (If No, Kindly tick Exclusion from Annexure 1) - (i) / (ii) / (iii) / (iv) / (v)/ (vi) / (vii) /(viii) /(ix) / (x) / (xi) / (xii) / (xiii).
(2) If tax resident of country other than USA, kindly tick if any of the following is applicable: (i) £ a corporation, the stock of which is regularly traded on one or more established securities markets; (ii) £ any corporation that is a related entity of a corporation mentioned in item; (iii) £ a Governmental entity; (iv) £ an International organisation; (v) £ a Central bank; or (vi) £ a financial institution
Section 3: Entity Classification
3.1 If you are a reporting Financial Institution, please tick atleast one of the below categories, and provide your FATCA Global Intermediary Identification Number (GIIN): Depository Institution £ Custodial Institution £ Investment Entity £ Specified Insurance Company £
(b) £ The Entity is a Sponsored Financial Institution and has not yet obtained a GIIN but is sponsored by another entity that has registered as a Sponsoring Entity. Please provide the Sponsoring Entity's name and GIIN.
(c) £ The Entity is a Trustee Documented Trust and has not yet obtained a GIIN. Please provide the Trustee's name and the GIIN
Name of the Trustee of the Trust: _________________________________________________________________________________
GIIN of the Trustee: _____________________________________________________________________________________________
3.3 £ The Entity is an owner documented Financial Institution. Please provide the details of each of the substantial owners of the financial institution in the form for Controlling Persons attached.
3.4 £ The Entity is a Non-Participating Financial Institution
3.5 £ If the Entity is not a Financial Institution, please confirm the Entity's status below:
(a) £ The Entity is an Active Non-Financial Entity (Please tick as per Annexure 3) (i) / (ii) / (iii) / (iv) / (v) / (vi) / (vii) / (viii)
(b) £ The Entity is a Passive Non-Financial Entity (NFE) (Please tick as per Annexure 3A): (i) / (ii) / (iii).
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1 If Passive Entity is ticked please fill the Form of all Controlling Persons –
Controlling Person Self-Certification AND tick the below:£ Controlling Persons of the Entity are tax resident of India£ Controlling Persons of the Entity are tax resident of USA£ Controlling Persons of the Entity are tax resident of countries other than India and USA.
Kindly specify the countries of which the controlling persons are tax resident of: _______________________________________________________ (if more than one, list of all countries should be specified.)
c) £ The Entity is Direct reporting NFE.If ticked, please provide the GIIN of the Direct Reporting NFE ____________________________________________________________________
I/We certify that: a) the information provided in the Form is in accordance with section 285BA of the Income Tax Act, 1961 read with Rules 114F to 114H of the Income tax Rules, 1962. b) the information provided by me/us in the Form, its supporting Annexures as well as in the documentary evidence provided by me/us are, to the best of our
knowledge and belief, true, correct and complete and that I/we have not withheld any material information that may affect the assessment/categorization of the account as a Reportable account or otherwise.
c) I/We permit/authorise the Company to collect, store, communicate and process information relating to the Account and all transactions therein, by the Company and any of its affiliates wherever situated including sharing, transfer and disclosure between them and to the authorities in and/or outside India of any confidential information for compliance with any law or regulation whether domestic or foreign.
d) I / We undertake the responsibility to declare and disclose within 30 days from the date of change, any changes that may take place in the information provided in the Form, its supporting Annexures as well as in the documentary evidence provided by us or if any certification becomes incorrect and to provide fresh self-certification alongwith documentary evidence.
e) I / We also agree that our failure to disclose any material fact known to us, now or in future, may invalidate our application and the Company would be within its right to put restrictions in the operations of my/our account or close it or report to any regulator and/or any authority designated by the Government of India (GOI) /RBI for the purpose or take any other action as may be deemed appropriate by the Company if the deficiency is not remedied by us within the stipulated period.
f) I / We hereby accept and acknowledge that the Company shall have the right and authority to carry out investigations from the information available in public domain for confirming the information provided by me / us to the Company.
g) It shall be my / our responsibilities to educate myself / ourself and to comply at all times with all relevant laws relating to reporting under section 285BA of the Act read with the Rules thereunder.
h) I/We also agree to furnish such information and/or documents as the Company may require from time to time on account of any change in law either in India or abroad in the subject matter herein.
i) I/We shall indemnify the Company for any loss that may arise to the Company on account of providing incorrect or incomplete information. j) I / We certify that I/we have the capacity to sign for the Entity as per CBDT rules/SEBI guidelines.
Section 5: Declaration and Undertakings
D D M M Y Y Y Y
Authorised Signature: ________________
Name: ______________________
Position/Title: _____________________
Date: Seal and Stamp of the Entity
1Controlling persons means natural persons who exercise control over an entity who includes a beneficial owner as defined in Explanation to sub-rule (3) of rule 9 Prevention of Money-laundering (Maintenance of Records) Rules, 2005. In determining the beneficial owner the procedure specified in the RBI/SEBI/IRDA circulars shall be applied. In the case of Trust, the controlling persons mean the settlor, the trustees, the protector, the beneficiaries or class of beneficiaries and any other natural person exercising ultimate effective control over the trust, and in the case of a legal arrangement other than a trust, the said expression means the person in equivalent position.
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Form to be filled in by the Controlling Person 1. Controlling Person Type: (a) In case of legal Person: £ Ownership £ Other means £ Senior Managing Official (b) In case of legal Arrangement - Trust: £ Settlor £ Trustee £ Protector £ beneficiary £ Others (c) In case of legal Arrangement - others: £ Settlor equivalent £ Trustee equivalent £ Protector equivalent £ beneficiary equivalent £ Others equivalent (d) £ Unknown2. Name of the Controlling Person: ___________________________________ 3. Customer ID, if allotted: ______________________________4. Father's name: _________________________________________________ 5. Gender: £ Male £ Female £ Others6. PAN: ___________________________________ 7. Aadhaar No: ___________________________________8. Identification Type (tick and provide as proof of identity): £ A-Passport £ B- Election Id Card £ C- PAN Card £ D- ID Card £ E- Driving License £ F -UIDAI letter £ G-NREGA job card £ H- Others £ X- Not categorised9. Identification Number (mentioned in identification document): ___________________________________________________________10. Occupation Type: £ S-Service £ B-Business £ O-Others £ X- Not categorised11. Date of Birth (DD/MM/YYYY): _____________________________ 12. Nationality: ___________________________13. Place of Birth: _____________________________ 14. Country of Birth: _____________________________15. Address Type of Controlling Person: £ 1-Residential or Business £ 2- Residential £ 3- Business £ 4- Registered Office £ 5-Unspecified16. Address of Controlling Person: ________________________________________________________________________________________17. Mobile/Telephone Number: ______________________________18. Please indicate the Country of tax residence (if resident in more than one country please detail all countries and associated tax identification number and TIN issuing country).
(Kindly attach documentary evidence of country of tax residence and the tax identification number)
Country/countries of tax residency Tax Identification Number (TIN) TIN Issuing Country
I/We certify that: k) the information provided in the Form is in accordance with section 285BA of the Income Tax Act, 1961 read with Rules 114F to 114H of the Income tax Rules, 1962. l) the information provided by me/us in the Form, its supporting Annexures as well as in the documentary evidence provided by me/us are, to the best of our
knowledge and belief, true, correct and complete and that I/we have not withheld any material information that may affect the assessment/categorization of the account as a Reportable account or otherwise.
m) I/We permit/authorise the Company to collect, store, communicate and process information relating to the Account and all transactions therein, by the Company and any of its affiliates wherever situated including sharing, transfer and disclosure between them and to the authorities in and/or outside India of any confidential information for compliance with any law or regulation whether domestic or foreign.
n) I / We undertake the responsibility to declare and disclose within 30 days from the date of change, any changes that may take place in the information provided in the Form, its supporting Annexures as well as in the documentary evidence provided by us or if any certification becomes incorrect and to provide fresh self-certification alongwith documentary evidence.
o) I / We also agree that our failure to disclose any material fact known to us, now or in future, may invalidate our application and the Company would be within its right to put restrictions in the operations of my/our account or close it or report to any regulator and/or any authority designated by the Government of India (GOI) /RBI for the purpose or take any other action as may be deemed appropriate by the Company if the deficiency is not remedied by us within the stipulated period.
p) I / We hereby accept and acknowledge that the Company shall have the right and authority to carry out investigations from the information available in public domain for confirming the information provided by me / us to the Company.
q) It shall be my / our responsibilities to educate myself / ourself and to comply at all times with all relevant laws relating to reporting under section 285BA of the Act read with the Rules thereunder.
r) I/We also agree to furnish such information and/or documents as the Company may require from time to time on account of any change in law either in India or abroad in the subject matter herein.
s) I/We shall indemnify the Company for any loss that may arise to the Company on account of providing incorrect or incomplete information. t) I / We certify that I/we have the capacity to sign for the Entity as per CBDT rules/SEBI guidelines.
Section 5: Declaration and Undertakings
D D M M Y Y Y Y
Authorised Signature: ________________
Name: ______________________
Position/Title: _____________________
Date: Seal and Stamp of the Entity
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Annexure 1: Specified US Persons:
Annexure 2:“Non-reporting financial institution”(a) a Governmental entity, International Organisation or Central Bank, other than with respect to a payment that is derived from an obligation held in connection with
a commercial financial activity of a type engaged in by a specified insurance company, custodial institution, or depository institution;
(b) a Treaty Qualified Retirement Fund; a Broad Participation Retirement Fund; a Narrow Participation Retirement Fund; or a Pension Fund of a Governmental entity, International Organization or Central Bank;
(c) a non-public fund of the armed forces, Employees' State Insurance Fund, a gratuity fund or a provident fund;
(d) an entity that is an Indian financial institution only because it is an investment entity, provided that each direct holder of an equity interest in the entity is a financial institution referred to in sub-clauses (a) to (c), and each direct holder of a debt interest in such entity is either a depository institution (with respect to a loan made to such entity) or a financial institution referred to in sub-clauses (a) to (c);
(e) a qualified credit card issuer;
(f) an investment entity established in India that is a financial institution only because it,-
(I) renders investment advice to, and acts on behalf of; or
(II) manages portfolios for, and acts on behalf of; or
(III) executes trades on behalf of,
a customer for the purposes of investing, managing, or administering funds or securities deposited in the name of the customer with a financial institution other than a non-participating financial institution;
(g) an exempt collective investment vehicle;
(h) a trust established under any law for the time being in force to the extent that the trustee of the trust is a reporting financial institution and reports all information required to be reported under rule 114G with respect to all reportable accounts of the trust;
(i) a financial institution with a local client base;
(j) a local bank;
(k) a financial institution with only low-value accounts;
(l) sponsored investment entity and controlled foreign corporation, in case of any U.S. reportable account; or
(m) sponsored closely held investment vehicle, in case of any U.S. reportable account.
1. A Specified US Person is a US Person but not falling within the category mentioned
(i) a corporation the stock of which is regularly traded on one or more established securities markets;
(ii) any corporation that is a member of the same expanded affiliated group, as defined in section 1471(e)(2) of the U.S. Internal Revenue Code, as a corporation described in clause (I);
(iii) the United States or any wholly owned agency or instrumentality thereof
(iv) any State of the United States, any U.S. Territory, any political subdivision of any of the foregoing, or any wholly owned agency or instrumentality of any one or more of the foregoing
(v) any organization exempt from taxation under section 501(a) of the U.S. Internal Revenue Code or an individual retirement plan as defined in section 7701(a)(37) of the U.S. Internal Revenue Code;
(vi) any bank as defined in section 581 of the U.S. Internal Revenue Code;
(vii) any real estate investment trust as defined in section 856 of the U.S. Internal Revenue Code
(viii) any regulated investment company as defined in section 851 of the U.S. Internal Revenue Code or any entity registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. 80a-64);
(ix) any common trust fund as defined in section 584(a) of the U.S. Internal Revenue Code;
(x) any trust that is exempt from tax under section 664(c) of the U.S. Internal Revenue Code or that is described in section 4947(a)(1) of the U.S. Internal Revenue Code
(xi) a dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any State;
(xii) a broker as defined in section 6045(c) of the U.S. Internal Revenue Code;(xiii) any tax-exempt trust under a plan that is described in section 403(b) or section 457(g) of the U.S. Internal Revenue Code
Annexure 3: Active Non-Financial Entity (NFE)Sr no. Category of Active NFFE
(i) Less than 50 per cent of the entity's gross income for the preceding financial year is passive income and less than 50 per cent of the assets held by the entity during the preceding financial year are assets that produce or are held for the production of passive income; or
(ii) The stock of the entity is regularly traded on an established securities market or the non-financial entity is a related entity of an entity the stock of which is regularly traded on an established securities market; or
Explanation- For the purpose of this sub-clause, an established securities market means an exchange that is officially recognised and supervised by a governmental authority in which the securities market is located and that has a meaningful annual value of shares traded on the exchange.
(iii) the entity is a Governmental Entity, an International Organization, a Central Bank , or an entity wholly owned by one or more of the foregoing;
(iv) substantially all of the activities of the entity consist of holding (in whole or in part) the outstanding stock of, or providing financing and services to, one or more subsidiaries that engage in trades or businesses other than the business of a financial institution, except that an entity does not qualify for this status if it functions (or holds itself out) as an investment fund, such as a private equity fund, venture capital fund, leveraged buyout fund, or any investment vehicle whose purpose is to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes;
(v) the entity is not yet operating a business and has no prior operating history, but is investing capital into assets with the intent to operate a business other than that of a financial institution, provided that the entity does not qualify for this exception after the date that is 24 months after the date of the initial organization of the entity;
(vi) the entity was not a financial institution in the past five years, and is in the process of liquidating its assets or is reorganizing with the intent to continue or recommence operations in a business other than that of a financial Institution;
(vii) the entity primarily engages in financing and hedging transactions with, or for, related entities that are not financial institutions, and does not provide financing or hedging services to any entity that is not a related entity, provided that the group of any such related entities is primarily engaged in a business other than that of a financial institution;
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(viii) the entity meets all of the following requirements, namely:-
(a) It is established and operated in India exclusively for religious, charitable, scientific, artistic, cultural, athletic, or educational purposes; or it is established and operated in India and it is a professional organization, business league, chamber of commerce, labour organization, agricultural or horticultural organization, civic league or an organization operated exclusively for the promotion of social welfare;
(b) It is exempt from income-tax in India;
(c) It has no shareholders or members who have a proprietary or beneficial interest in its income or assets;
(d) The applicable laws of the entity's jurisdiction of residence or the entity's formation documents do not permit any income or assets of the entity to be distributed to, or applied for the benefit of, a private person or non-charitable entity other than pursuant to the conduct of the entity's charitable activities, or as payment of reasonable compensation for services rendered, or as payment representing the fair market value of property which the entity has purchased; and
(e) The applicable laws of the entity's jurisdiction of residence or the entity's formation documents require that, upon the entity's liquidation or dissolution, all of its assets be distributed to a Governmental Entity or other non-profit organization, or escheat to the government of the entity's jurisdiction of residence or any political subdivision thereof.
Explanation.- For the purpose of this sub-clause, the following shall be treated as fulfilling the criteria provided in the said sub-clause, namely:-
(I) an Investor Protection Fund referred to in clause (23EA);
(II) a Credit Guarantee Fund Trust for Small Industries referred to in clause 23EB; and
(III) an Investor Protection Fund referred to in clause (23EC), of section 10 of the Act
Annexure 3A - Passive Non-Financial Entity (NFE)
Sr no. Category of Passive NFFE
1 Any non-financial entity which is not an active non-financial entity
2 An investment entity described in sub-clause (B) of clause (c) of the Explanation to clause (3)*
3 A withholding foreign partnership or withholding foreign trust
*Explanation to Rule 114F
(c) “investment entity” means any entity,-
(A) that primarily conducts as a business one or more of the following activities or operations for or on behalf of a customer, namely:-
(i) trading in money market instruments (cheques, bills, certificates of deposit, derivatives, etc.); foreign exchange; exchange, interest rate and index instruments; transferable securities; or commodity futures trading; or
(ii) individual and collective portfolio management; or
(iii) otherwise investing, administering, or managing financial assets or money on behalf of other persons; or
(B) the gross income of which is primarily attributable to investing, reinvesting, or trading in financial assets, if the entity is managed by another entity that is a depository institution, a custodial institution, a specified insurance company, or an investment entity mentioned in sub-clause (A) of this clause.
Annexure 4: Business codes as per income-tax return form ITR 6Sector Sub-sector Code
Manufacturing Agro-based industries 0101
Industry Automobile and Auto parts 0102
Cement 0103
Diamond cutting 0104
Drugs and Pharmaceuticals 0105
Electronics including Computer Hardware 0106
Engineering goods 0107
Fertilizers, Chemicals, Paints 0108
Flour & Rice Mills 0109
Food Processing units 0110
Marble & Granite 0111
Paper 0112
Petroleum and Petrochemicals 0113
Power and energy 0114
Printing & Publishing 0115
Rubber 0116
Steel 0117
Sugar 0118
Tea, Coffee 0119
Textiles, handloom, Power looms 0120
Tobacco 0121
Tyre 0122
Vanaspati & Edible Oils 0123
Others 0124
Trading Chain Stores 0201
Retailers 0202
Wholesalers 0203
Others 0204
Commission General Agents Commission Agents 0301
Builders Builders 0401
Estate Agents 0402
Property Developers 0403
Others 0404
Financial Service Sector Banking Companies 0801
Chit Funds 0802
Financial Institutions 0803
Financial service providers 0804
Leasing Companies 0805
Money Lenders 0806
Non-Banking Finance Companies 0807
Share Brokers, Sub-brokers, etc. 0808
Others 0809
Entertainment Cable T.V. Industry productions 0901
Important Instructions:• Cheque should be crossed as “Account Payee only”• The Cheque should be drawn in favour of “Reliance Commercial Finance Limited” Only.• Please ensure that all corrections have been countersigned and amount in words and figures are the same.• EMI Cheques to be dated as per your Repayment Schedule.
Cheque Submission Form (Office copy)
Application No____________________________________________ LAN No__________________________________
Name of Applicant(s) _____________________________________________________________________________________
I declare that, I have not given any cheques other than the ones mentioned above and all cheques are drawn in favour of “Reliance Commercial Finance Limited”
Name of the Applicant* : _____________________________________________________________________________________
Signature of Applicant* : _________________________________________________________________________________
Date : _____________________________________________________________________________________
Received by
Name of Executive : _____________________________________________________________________________________
Name of DMA : _____________________________________________________________________________________
Signature of the Executive : _____________________________________________________________________________________
Date : ________________________*Name and Signature of the person providing the cheques to be taken in case they are from a person other than the applicant.
Customer Details
Sr.No
Cheque Numbers No. of Cheques
Date of Cheque Bank & Branch
Purpose (EMI/PF/Security PDC/AF/PEMI etc
Amount of each ChequeFrom To
1
2
3
4
5
From To
Cheque Details
Important Instructions:• Cheque should be crossed as “Account Payee only”• The Cheque should be drawn in favour of “Reliance Commercial Finance Limited” Only.• Please ensure that all corrections have been countersigned and amount in words and figures are the same.• EMI Cheques to be dated as per your Repayment Schedule.
Cheque Submission Form (Customer copy)
Application No_______________________________________________ LAN No___________________________________
Name of Applicant(s) _____________________________________________________________________________________
Customer Details
Sr.No
Cheque Numbers No. of Cheques
Date of Cheque Bank & Branch
Purpose (EMI/PF/Security PDC/AF/PEMI etc
Amount of each ChequeFrom To
1
2
3
4
5
From To
Cheque Details
(1)
(2)
I declare that, I have not given any cheques other than the ones mentioned above and all cheques are drawn in favour of “Reliance Commercial Finance Limited”
Name of the Applicant* : _____________________________________________________________________________________
Signature of Applicant* : _________________________________________________________________________________
Date : _____________________________________________________________________________________
Received by
Name of Executive : _____________________________________________________________________________________
Name of DMA : _____________________________________________________________________________________
Signature of the Executive : _____________________________________________________________________________________
Date : ________________________*Name and Signature of the person providing the cheques to be taken in case they are from a person other than the applicant.
Queries & Important Note: If applicant/borrower require any clarification regarding their application/loan, they may write in to: Reliance Commercial Finance Limited (Formerly Reliance Gilts Limited)Registered & Corporate Office: Reliance Centre, 6th Floor, South Wing, Off Western Express Highway, Santacruz East, Mumbai - 400055.Tel.: +91 22 3303 6000 | Fax: +91 22 3303 6662 Service Queries: 022 - 3948 4900, 044 - 3078 7400. Between 9:30 am - 6:30 pm (Except Sundays and Public Holidays).Website: www.reliancemoney.co.in | Email us at: [email protected]
CIN: U66010MH2000PLC128301The brand Reliance Money is presented by Reliance Commercial Finance Limited (Formerly Reliance Gilts Limited)Reliance Commercial Finance Limited is a Reliance Capital Limited Company.
MONEY
Queries & Important Note: If applicant/borrower require any clarification regarding their application/loan, they may write in to: Reliance Commercial Finance Limited (Formerly Reliance Gilts Limited)Registered & Corporate Office: Reliance Centre, 6th Floor, South Wing, Off Western Express Highway, Santacruz East, Mumbai - 400055.Tel.: +91 22 3303 6000 | Fax: +91 22 3303 6662 Service Queries: 022 - 3948 4900, 044 - 3078 7400. Between 9:30 am - 6:30 pm (Except Sundays and Public Holidays).Website: www.reliancemoney.co.in | Email us at: [email protected]
CIN: U66010MH2000PLC128301The brand Reliance Money is presented by Reliance Commercial Finance Limited (Formerly Reliance Gilts Limited)Reliance Commercial Finance Limited is a Reliance Capital Limited Company.
