Key Fact Statement Date: {{date}} NameoftheRegulatedentity: Lender 1: VIVRITI CAPITAL (Legal Name: Hari and Company Investments Madras Limited and formerly Hari and Company Investments Madras Private Limited) Lender 2: Respo Financial Capital Private Limited (Lender 1 and Lender 2 are collectively referred to as “Lenders”) Applicant Name: {{name}} Part A – (Interest Rate, Fees and Charges)

1.	Loan proposal/ account no.	{{application_number}}		Type of Loan					Personal loan
2.	Sanctioned Loan Amount (in Rupees)			{{loan_amount}}
3.	Disbursal Schedule			Disbursement is 100% upfront
4.	Loan term (year/ months/ days)			{{max_tenure}} months
5.	Installment details			{{no_of_instalments}}months
	Type of installments			Number of EPIs		EPI (in INR)					Commencement of repayment, post sanction
	Monthly			{{no_of_instalments}}		{{installment_amount_2}}
6.	Interest rate (%) and type (fixed or floating or hybrid)							Fixed rate of interest @{{annual_int_rate}} % p.a
7.	Additional information in case of Floating Rate of Interest							Not Applicable
8.	Fee/ Charges
	Payable to the Lenders (A)						Payable to a third party through the Lenders (B)
			One time/ Recurring		Amount (in INR) or % (as applicable)		One time/ Recurring			Amount (in INR) or % (as applicable)
(ii)	Processing Fees		One Time		{{proc_fees}}		–			–
(ii)	Insurance Charges (applicable only when borrower agrees to insurance in respect of the Loan)		–		–		{{insurance_time}}			{{insurance_charges}}
(iii)	Valuation Fees		–		–		–			–
(iv)	Others				–		–			–
(vi)	Application fees		–		–		–			–
	– Overdue Interest(On delayed EMI payment) Overdue Interest is interest on the unpaid amount for the delay period									at the contracted Rate of Interest (i.e. [●]% per annum, being the same rate as the Rate of Interest) on the overdue amount, from the Due Date until payment

(vi)	Documentation charges		–		–		–			–
(vii)	Stamping charges
(viii)	Gap-day interest		–		{{annual_overdraft_rate}}%%		–			–
9.	Annual Percentage Rate (APR in %) (Please refer to the illustration in the Annexure I of the KFS									{{annual_interest_rate}}%
10.	Details of Contingent Charges (in INR or %, as applicable)

	Late Payment Penalty Charges in case of delayed payments
	Lower Range Credit Facility Outstanding Amount	Higher Range Credit Facility Outstanding Amount	Delayed Payment Charges per day
	0	500	NIL
	501	5,000	₹12
	5,001	15,000	₹24
	15,001	25,000	₹36
	Great than 25,000		₹48
	-maximum cap for late payment penalty charges is Rs. 2500/- per loan
(ii)	Other penal charges, if any			Not applicable
(iii)	Foreclosure charges, if applicable			Not applicable
(iv)	Charges for switching of loans from floating to fixed rate and vice versa			Not applicable
(v)	Any other charges
(a)	Statement of account charges			–
(b)	Charges for unsuccessful execution of Standing Instruction for payment/ Cheque Dishonour/ NACH/ ECS/UPI Mandate			–
(c)	Swapping charges (ECS/ NACH/UPI Mandate/Post dated cheques)			–
(d)	Postage, telegram, telephone and notice charges			–
(e)	Collection charges			–
(f)	Fees and expenses regarding any action or proceeding			–
(g)	Document retrieval charges			–
(h)	Legal charges			–
(i)	Loan cancellation charges (in case Loan is cancelled after the Cooling Off Period)			–
(j)	Indemnity (as applicable)			–
(k)	Others (if any) (details to be provided)			–
11.	Net disbursed amount (in Rupees)			{{netDisbursedAmount}}
12.	Total Interest Amount to be charged during the entire tenor of the loan as per the rate prevailing on sanction date (in Rupees)			{Text8totalIntrestCharged}}
13.	Total amount to be paid by the Borrower (in Rupees)			{{netAmountPaid}}

Part B – (Other Qualitative Information)

1.	Clause of Loan Agreement relating to engagement of recovery agents			Clause 11
2.	Clause of Loan Agreement which details grievance redressal mechanism			Clause 19
3.	Phone number and email id of the nodal grievance redressal officer			For Lender 1: Grievance Redressal Officer: Ajit K Menon, Group Chief Operating Officer. Address: Prestige Zackria Metropolitan, No.200/1-8, 2nd Floor, Block 1, Anna Salai, Chennai 600002 Contact Details (Telephone/Email): 044- 40074801/ grievanceredressal@vivriticapital.com For Lender 2: For LSP:
4.	Whether the loan is, or in future maybe, subject to transfer to other bank or non-banking financing company or financial institution or securitisation (Yes/ No)			Yes
5.	In case of lending under collaborative lending arrangements (e.g., co-lending/ outsourcing), following additional details may be furnished:			Yes – co-lending arrangement
Name of the originating RE, along with its funding proportion		Name of the partner RE along with its proportion of funding	Blended rate of interest
Respo Financial Capital Private Limited		VIVRITI CAPITAL (Legal Name: Hari and Company Investments Madras Limited and formerly Hari and Company Investments Madras Private Limited)
6.	In case of digital loans, following specific disclosures may be furnished:
(i)	Cooling off/look-up period			Three days
(ii)	Details of recovery agent authorized to approach the borrower			In-house team and the agents as disclosed on the website https://respo.co.in/collection-agencies/

REPAYMENT SCHEDULE

Instalment No.	Due Date	Outstanding Principal	Principal	Interest	Instalment
{{installment_1}}	{{installment_due_date_1}}	{{outstanding_principal_1}}	{{installment_principal_1}}	{{installment_interest_1}}	{{installment_amount_1}}
{{installment_2}}	{{installment_due_date_2}}	{{outstanding_principal_2}}	{{installment_principal_2}}	{{installment_interest_2}}	{{installment_amount_2}}
{{installment_3}}	{{installment_due_date_3}}	{{outstanding_principal_3}}	{{installment_principal_3}}	{{installment_interest_3}}	{{installment_amount_3}}
{{installment_4}}	{{installment_due_date_4}}	{{outstanding_principal_4}}	{{installment_principal_4}}	{{installment_interest_4}}	{{installment_amount_4}}
{{installment_5}}	{{installment_due_date_5}}	{{outstanding_principal_5}}	{{installment_principal_5}}	{{installment_interest_5}}	{{installment_amount_5}}
{{installment_6}}	{{installment_due_date_6}}	{{outstanding_principal_6}}	{{installment_principal_6}}	{{installment_interest_6}}	{{installment_amount_6}}
{{installment_7}}	{{installment_due_date_7}}	{{outstanding_principal_7}}	{{installment_principal_7}}	{{installment_interest_7}}	{{installment_amount_7}}
{{installment_8}}	{{installment_due_date_8}}	{{outstanding_principal_8}}	{{installment_principal_8}}	{{installment_interest_8}}	{{installment_amount_8}}
{{installment_9}}	{{installment_due_date_9}}	{{outstanding_principal_9}}	{{installment_principal_9}}	{{installment_interest_9}}	{{installment_amount_9}}
{{installment_10}}	{{installment_due_date_10}}	{{outstanding_principal_10}}	{{installment_principal_10}}	{{installment_interest_10}}	{{installment_amount_10}}
{{installment_11}}	{{installment_due_date_11}}	{{outstanding_principal_11}}	{{installment_principal_11}}	{{installment_interest_11}}	{{installment_amount_11}}
{{installment_12}}	{{installment_due_date_12}}	{{outstanding_principal_12}}	{{installment_principal_12}}	{{installment_interest_12}}	{{installment_amount_12}}
{{installment_13}}	{{installment_due_date_13}}	{{outstanding_principal_13}}	{{installment_principal_13}}	{{installment_interest_13}}	{{installment_amount_13}}
{{installment_14}}	{{installment_due_date_14}}	{{outstanding_principal_14}}	{{installment_principal_14}}	{{installment_interest_14}}	{{installment_amount_14}}
{{installment_15}}	{{installment_due_date_15}}	{{outstanding_principal_15}}	{{installment_principal_15}}	{{installment_interest_15}}	{{installment_amount_15}}
{{installment_16}}	{{installment_due_date_16}}	{{outstanding_principal_16}}	{{installment_principal_16}}	{{installment_interest_16}}	{{installment_amount_16}}
{{installment_17}}	{{installment_due_date_17}}	{{outstanding_principal_17}}	{{installment_principal_17}}	{{installment_interest_17}}	{{installment_amount_17}}
{{installment_18}}	{{installment_due_date_18}}	{{outstanding_principal_18}}	{{installment_principal_18}}	{{installment_interest_18}}	{{installment_amount_18}}
{{installment_19}}	{{installment_due_date_19}}	{{outstanding_principal_19}}	{{installment_principal_19}}	{{installment_interest_19}}	{{installment_amount_19}}
{{installment_20}}	{{installment_due_date_20}}	{{outstanding_principal_20}}	{{installment_principal_20}}	{{installment_interest_20}}	{{installment_amount_20}}
{{installment_21}}	{{installment_due_date_21}}	{{outstanding_principal_21}}	{{installment_principal_21}}	{{installment_interest_21}}	{{installment_amount_21}}
{{installment_22}}	{{installment_due_date_22}}	{{outstanding_principal_22}}	{{installment_principal_22}}	{{installment_interest_22}}	{{installment_amount_22}}
{{installment_23}}	{{installment_due_date_23}}	{{outstanding_principal_23}}	{{installment_principal_23}}	{{installment_interest_23}}	{{installment_amount_23}}
{{installment_24}}	{{installment_due_date_24}}	{{outstanding_principal_24}}	{{installment_principal_24}}	{{installment_interest_24}}	{{installment_amount_24}}
{{installment_25}}	{{installment_due_date_25}}	{{outstanding_principal_25}}	{{installment_principal_25}}	{{installment_interest_25}}	{{installment_amount_25}}
{{installment_26}}	{{installment_due_date_26}}	{{outstanding_principal_26}}	{{installment_principal_26}}	{{installment_interest_26}}	{{installment_amount_26}}
{{installment_27}}	{{installment_due_date_27}}	{{outstanding_principal_27}}	{{installment_principal_27}}	{{installment_interest_27}}	{{installment_amount_27}}
{{installment_28}}	{{installment_due_date_28}}	{{outstanding_principal_28}}	{{installment_principal_28}}	{{installment_interest_28}}	{{installment_amount_28}}
{{installment_29}}	{{installment_due_date_29}}	{{outstanding_principal_29}}	{{installment_principal_29}}	{{installment_interest_29}}	{{installment_amount_29}}
{{installment_30}}	{{installment_due_date_30}}	{{outstanding_principal_30}}	{{installment_principal_30}}	{{installment_interest_30}}	{{installment_amount_30}}
{{installment_31}}	{{installment_due_date_31}}	{{outstanding_principal_31}}	{{installment_principal_31}}	{{installment_interest_31}}	{{installment_amount_31}}
{{installment_32}}	{{installment_due_date_32}}	{{outstanding_principal_32}}	{{installment_principal_32}}	{{installment_interest_32}}	{{installment_amount_32}}
{{installment_33}}	{{installment_due_date_33}}	{{outstanding_principal_33}}	{{installment_principal_33}}	{{installment_interest_33}}	{{installment_amount_33}}
{{installment_34}}	{{installment_due_date_34}}	{{outstanding_principal_34}}	{{installment_principal_34}}	{{installment_interest_34}}	{{installment_amount_34}}
{{installment_35}}	{{installment_due_date_35}}	{{outstanding_principal_35}}	{{installment_principal_35}}	{{installment_interest_35}}	{{installment_amount_35}}
{{installment_36}}	{{installment_due_date_36}}	{{outstanding_principal_36}}	{{installment_principal_36}}	{{installment_interest_36}}	{{installment_amount_36}}

Contact Details: Email -support@getzype.com Toll Free No. – 080 – 65420207 Details of Grievance Redressal Officer of Digital Lending Application

Name of the Grievance Redressal Officer: {{lender_zype_gro}}
Address: {{lender_zype_address}}

Contact Details: Email – {{lender_zype_email}}, Toll Free – {{lender_zype_toll_number}}

Details of Grievance Redressal Officer of Lender 1

Grievance Redressal Officer: Ajit K Menon, Group Chief Operating Officer.
Address: Prestige Zackria Metropolitan, No.200/1-8, 8^th Floor, Block 1, Anna Salai, Chennai 600002

Contact Details (Telephone/Email): 044- 40074801/ grievanceredressal@vivriticapital.com

Details of Grievance Redressal Officer of Lender 2

Name of the Grievance Redressal Officer: Swapnil Kinalekar
Address: 2nd Floor, Dyna Business Park, Street No 01, MIDC, Andheri (East), Chakala Midc,

Mumbai, Maharashtra, India, 400093

Contact Details (Telephone/Email): nodal@respo.co.in, Toll Free – 022 – 28256467
- The Borrower may note that Respo Financial Capital Private Limited (Lender 2) shall be the Lending Services Provider for the Lenders and __________shall be the DLA Provider for all purposes.

The Borrower can within the cooling-off/ look-up period exits the loan by paying the principal and the proportionate APR without any penalty.

The Borrower shall note that the account shall be classified as Non-Performing Asset (NPA) as per the extant RBI Circulars/Regulations when the payment of Loan Instalment (principal and/or interest) remains overdue for more than 90 days from the due date, that is, the account will be marked as NPA on the 91st day of continuous default from the original due date.

To further clarify this following is an illustrative example of the way any account shall be classified as NPA:

If due date of a loan account is March 31st, 2023, and full dues (Principal and Interest) are not received before running of the day-end process on 31st March 2023, the date of overdue shall be considered to be 31st March 2023. If the account continues to remain overdue, then the account shall get tagged as SMA-1 upon running day-end process on April 30th, 2023, i.e., upon completion of 30 days of being continuously overdue. Accordingly, the date of SMA-1 classification for that account shall be April 30th, 2023. Similarly, if the account continues to remain overdue, it shall get tagged as SMA-2 upon running day-end process on May 30th,2023, and if it continues to remain overdue further, it shall get classified as NPA upon running day-end process on June 29th, 2023, i.e. upon completion of 90 days.

For any Grievance you can contact the Nodal Officer of the Lenders in the manner specified in the Grievance Redressal Policy of the Lenders.

This Key Fact Statement (“KFS”) is valid for a period of 7 days from the date of this KFS. In order to avail the Loan, you are required to give your acceptance of all the terms and conditions of this KFS by acknowledging/accepting this KFS and countersign the same within the aforementioned period. In the event your acceptance/acknowledgment as aforesaid is not received by us on or before the expiry of the said period of 7 days, this KFS shall stand cancelled and withdrawn for all intent and purposes. Thanking you,

For Acceptance

Applied, Accepted, Authenticated, Signed and Delivered by the Lenders through electronic form. Acceptance of the Borrower To, VIVRITI CAPITAL (Legal Name: Hari and Company Investments Madras Limited and formerly Hari and Company Investments Madras Private Limited) Respo Financial Capital Private Limited,

I/We hereby confirm that I/we have read and understood all the terms and conditions of KFS in respect to the Loan facility to be extended to me and give my/our unconditional acceptance for the KFS. For Acceptance Applied, Accepted, Authenticated, Signed and Delivered by the Borrower through electronic form. ANNEXURE I

Illustration for computation of APR
Sr No.	Parameter	Details
1	Sanctioned Loan amount (in Rupees) (Sl no. 2 of the KFS template – Part 1)	Rs. 1,00,000
2	Loan Term (in years/ months/ days) (Sl No.4 of the KFS template – Part 1)	54 Months
(a)	No. of instalments for payment of principal, in case of non- equated periodic loans	–
(b)	Type of EPI Amount of each EPI (in Rupees) and nos. of EPIs (e.g., no. of EMIs in case of monthly instalments) (Sl No. 5 of the KFS template – Part 1)	Monthly ₹ 2,532 54 Months
(c)	No. of instalments for payment of capitalised interest, if any	–
(d)	Commencement of repayments, post sanction (Sl No. 5 of the KFS template – Part 1)	First EMI date
3	Annualized Interest rate type (fixed or floating or hybrid) (Sl No. 6 of the KFS template – Part 1)	Fixed
4	Annualized Rate of Interest (Sl No. 6 of the KFS template – Part 1)	18%%
5	Total Interest Amount to be charged during the entire tenor of the loan as per the rate prevailing on sanction date (in Rupees)	₹ 36,730
6	Fee/ Charges payable (in Rupees)	Up to 3.93% of the Loan Amount (inclusive of
A	Payable to the RE (Sl No.8A of the KFS template-Part 1)	Up to 3.93% of the Loan Amount (inclusive of
B	Payable to third-party routed through RE (Sl No.8B of the KFS template – Part 1)	-
7	Net disbursed amount (1-6) (in Rupees)	₹ 96,070.00
8	Total amount to be paid by the borrower (sum of 1 and 5) (in Rupees)	₹ 1,36,730
9	Annual Percentage rate- Effective annualized interest rate (in percentage) (Sl No.9 of the KFS template-Part 1)	16.50%
10	Schedule of disbursement as per terms and conditions	100% Upfront Disbursement
11	Due date of payment of instalment and interest	DDMMYYY (As per existing T+1 logic)

This Key Fact Statement (KFS) is tentative and provided for preliminary reference only. The final terms and conditions of the offer including the interest rate and sanctioned loan amount, shall be finalized at the sole discretion of the Lender. The Key Fact Statement (KFS) has been generated for a loan amount of ₹1,00,000 with a tenure of 12 months, to enable a standardized comparison across lending partners based on the prevailing rate of interest. This KFS is for illustrative and indicative purposes only and does not constitute a final loan offer or sanction. The actual terms and conditions, including applicable charges, shall be as per the final sanction letter and loan agreement executed between the Lender and the borrower.

LOAN AGREEMENT

This LOAN AGREEMENT (“Agreement”) is executed on _{{date}} at Mumbai. ID: _{{application_number}} VIVRITI CAPITAL (Legal Name: Hari and Company Investments Madras Limited and formerly Hari and Company Investments Madras Private Limited), a Company incorporated under the Companies Act, 1956, having its registered office at Prestige Zackria Metropolitan, No.200/1-8, 8^th Floor, Block 1, Anna Salai, Chennai 600002 (hereinafter referred to as “Lender 1” or, which expression shall unless repugnant to the context or meaning thereof, include its successors and assigns) of the FIRST PART. AND RESPO FINANCIAL CAPITAL PRIVATE LIMITED, a Company incorporated under the Companies Act, 2013, having corporate identification number U65990MH2021PTC373655 and its registered office at Floor no. 2, Dyna Business Park, Street no. 2, MIDC, Andheri (East), Mumbai, 400093 (hereinafter referred to as “Lender 2” or “Respo”, which expression shall unless repugnant to the context or meaning thereof, include its successors and assigns) of the SECOND PART.

AND

(hereinafter referred to as the “Customer” or “Borrower”, which expression shall unless it is repugnant to the context or meaning thereof, mean and include his legal heirs, representatives, administrators, executors and permitted assigns) of the SECOND PART. Lender 1 and Lender 2 are hereinafter collectively referred to as “Lenders”. The expressions Lenders and Customer/Borrower shall hereinafter be individually referred to as “Party” and collectively as “Parties”.

WHEREAS

Lender 1 is registered as a non-banking financial company registered with Reserve Bank of India and is inter alia engaged in the business of providing financial services.
Respo is registered as a non-banking financial company registered with Reserve Bank of India and is inter alia engaged in the business of providing financial services by way of credit in India
The Digital Lending Application (defined below) is used by the Lenders which facilitates the provision of credit facility including personal loans, based on the details provided by the Borrower directly on the Digital Lending Application, and through other modes of communication (“Application Form”) available on the Digital Lending Application.
The Borrower understands that every Loan (defined below) request shall be assessed individually at the Lenders sole discretion and the final disbursement amount shall be based on the Lenders internal policies and eligibility criteria (including but not limited to credit assessment and risk profiling) applicable to the
The Borrower understands that this Agreement shall remain valid till the Borrower discharges all its obligations to the Lenders and shall be responsible for ensuring the complete and timely repayment of the Outstanding Credit Facility (defined below) to the Lenders.
The Lenders, relying upon the above representations made by the Borrower, has agreed to provide the Loan sought by the Borrower, upon the terms and conditions stipulated herein.

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE LENDERS ENTERING INTO THIS AGREEMENT AND OTHER GOOD AND VALID CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY EXPRESSLY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:

DEFINITIONS & INTERPRETATION

a) Definitions

In this Agreement, the following capitalized terms shall have the meaning ascribed to them hereunder:

“Agreement” shall mean this Agreement (together with the annexures and schedules hereto), as amended or modified or substituted from time to time;

“Annual Percentage Rate” shall mean the effective annualised rate charged to the Borrower including cost of funds, credit cost and operating cost, processing fee, verification charges, maintenance charges, etc., and shall exclude contingent charges like penal charges, late payment charges, etc, to be paid by the Borrower annually, as more particularly described in the Annexure to this Agreement;

“Applicable Law” shall mean, in respect of any relevant jurisdiction, any statute, law, regulation, ordinance, rule, judgement, rule of law, order, decree, approval, authorisation, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority applicable laws shall also include any regulations, directions, circular, guidelines or any other notification issued by the Reserve Bank of India (“RBI”) from time to time;

“Business Day” means any day other than Sunday or any day on which banks in Mumbai are generally closed for regular banking business;

“Cooling Off Period” shall mean a period of such days, as set out in the Annexure to this Agreement, commencing from the date of this Agreement, wherein the Borrower has the option of exiting / cancelling the Loan;

“Digital Lending Guidelines” means Chapter III of the Reserve Bank of India (Non-Banking Financial Companies – Credit Facilities) Directions, 2025 dated 28 November 2025, as amended or modified from time to time;

“DLA” or “Digital Lending Application” means any mobile or web-based application used by the LSP for the provision, sourcing or servicing of the Loan, including ‘Zype’ currently owned and operated by the DLA Provider, and any additional or substitute Digital Lending Application notified to the Borrower from time to time. References to ‘the DLA’ apply to each DLA in use at the relevant time.

“DLA Provider” means Easy Platform Services Private Limited and/or any other person owning or operating a DLA used by the LSP in connection with the Loan. The DLA Provider’s role is limited to owning, hosting, operating and maintaining the DLA and performing DLA-specific obligations under Applicable Law.

“Due Date” means the date on which an instalment of the principal amount of the Loan and / or any other amount payable under this Agreement and/or balance of the Loan amount as the case may be, is due and payable by the Borrower and more particularly described in the Annexure to this Agreement;

“Electronic Clearing Service” or “ECS” or “E-NACH” 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 the RBI, participation in which has been consented to in writing by the Borrower for facilitating monthly Instalment payment under this Agreement;

“Effective Date” shall mean the date of execution of this Agreement;

“Events of Default” shall have the meaning as ascribed to it under Clause 10 of this Agreement;

“Interest” shall mean the interest payable on the outstanding Loan amounts by the Borrower at the Rate of Interest and is specifically mentioned under Annexure II to this Agreement;

“Late Payment Penalty Charges” or “Late Fees” shall have the meaning as ascribed to it under Clause 4 of this Agreement. ;

“Loan” means the credit facility extended to the Borrower by the Lenders and governed by the terms under this Agreement.

“Loan Documents” means this Agreement, the Application Form, Sanction Letter and any other documents entered into by the Lenders and the Borrower and documents issued by the Lenders in relation to the Loan, including any amendments thereto;

“LSP” or “Lending Service Provider” means Respo Financial Capital Private Limited, acting in its capacity as lending service provider for the Lenders in connection with the Loan. For the avoidance of doubt, Respo is also Lender 2 under this Agreement; the LSP capacity and the Lender 2 capacity are separate roles of the same entity, each governed by their respective obligations set out in this Agreement and the Co-Lending Agreement between the Lenders.

“Material Adverse Effect” shall mean an event that may, in the opinion of the Lenders, impair the

financial condition of the Borrower or the ability of the Borrower to perform or comply with its obligations under the Loan Documents.

“Notice” includes notice sent by any of the following means:

Notification through the Digital Lending Application, short message service (SMS), email, facsimile, personal delivery or registered mail and the term “Notify” shall be construed accordingly;

“Outstanding Credit Facility” will mean the total amount payable by the Borrower for a given month and shall include the principal amount, Interest and all other charges payable;

“Overdue Interest” shall have the meaning as ascribed to it under Clause 4 of this Agreement;

“Rate of Interest” shall mean the fixed rate of interest, expressed as percentage per annum applicable on Loan at the time of The same shall be mentioned in the Sanction Letter and/or Annexure hereto or as may be specified by the Lenders from time to time;

“RBI” shall mean the Reserve Bank of India;

“Registered Bank Account” means the bank account in the name of the Borrower registered with the Digital Lending Application;

“Repayment Schedule” shall mean the schedule of repayment of the Loan set forth in Annexure II, as may be modified from time to time and communicated by the Lenders to the Borrower in writing.

“Sanction Letter” means the letter issued by the Lenders for sanctioning the Loan with the relevant particulars as mentioned in the letter as amended from time to time by the Lenders by way of written communications; and.

“UPI Mandate” means unified payments interface service based electronic fund transfer and fund collection facility offered by the Lenders to the Borrower as per the guidelines issued by the National Payments Corporation of India in relation to UPI system for facilitating monthly Instalment payment under this Agreement.

b) Interpretation

In this Agreement, unless the context otherwise requires, the following rules of interpretation will apply:

apart from the terms defined in Clause 1 above, any other terms defined elsewhere in this Agreement, shall have the meanings assigned to them thereunder;
the recitals, schedules and annexures shall be construed as part of this Agreement;
references in the singular shall include references in the plural and vice versa;
words importing the singular include the plural & vice versa and a gender includes all genders;
the word ‘person’ includes natural person and a body corporate or entity whether incorporated or not;
any capitalized term not defined herein above shall have the meaning as may be ascribed to it in the relevant clause;
references to the word ‘includes’ or ‘including’ are to be construed without limitation;
reference to ‘clause’ or ‘schedule’ will mean and refer to clause or schedule of this Agreement;

In the event of any disagreement or dispute between the Lenders and the Borrower regarding the occurrence of an Event of Default or the materiality of any matter in relation to the Agreement, the determination of the Lenders in this regard shall be final and binding on the Borrower;
any consent or waiver required to be provided by the Lenders shall mean the prior written consent or waiver provided/to be provided by the Lenders; and
Clauses and Headings are inserted for sake of convenience only and shall not affect the interpretation of the provision thereof.

2. AMOUNT AND TERMS OF FACILITY

Subject to the terms & conditions prescribed hereunder, the Lenders agrees to extend to the Borrower, a loan for an amount as set out under the Annexure to this Agreement (“Loan”) and for a period as set out under the Annexure to this Agreement.

The Borrower hereby represents and warrants to the Lenders that the Borrower’s annual household income is more than Rs. 3,00,000 (Rupees Three Lakhs). For this purpose, the term ‘household’ shall mean an individual family unit, i.e. husband, wife and their unmarried children who are above the age of 18 years.

Loan will be disbursed to the Borrower or to any other person as stipulated under clause 3 of this Agreement, in one installment or in tranches – as may be required by the Borrower within the period, as more specifically set out under the Annexure.

The Lenders shall have the right to review the Loan at periodical intervals whereupon the Loan may be continued / canceled / increased / reduced based on the conduct and utilization. Grant of the Loan and acceptance of the Borrower’s request and Application Form shall be at the absolute discretion of the Lenders.

Once the Application Form is submitted by the Borrower to the Lenders, the Borrower shall not be entitled to cancel the Loan or refuse to accept disbursement of the Loan, except during the Cooling Off period or with the approval of the Lenders. In the event that the Loan is cancelled after the expiry of the Cooling Off Period with the approval of the Lenders, the Borrower hereby agrees to make payment of cancellation charges, as stipulated in the Annexure to this Agreement.

Upon cancellation of the Loan during the Cooling Off Period, the Borrower shall be liable to pay the principal amount of the Loan along with proportionate Annual Percentage Rate excluding any prepayment penalty The Lenders shall however, have the right to retain the upfront fees and processing charges already paid.

3. DRAWDOWN

The disbursement shall be to the Registered Bank Account set out in the Application Form at the discretion of the Lenders. The Lenders may transfer all or parts of the Loan to authorized third party accounts or any such other third-party end-beneficiary as instructed by the Borrower.

The Borrower unconditionally agrees that the transfer of Loan amounts to the Borrower or to a third party’s designated account as per instructions of the Borrower shall be construed as a deemed drawdown under this Agreement notwithstanding any dispute between the Borrower and the

All transactions / withdrawal / utilisation of the Loan will be converted to equal monthly installments (“EMI”) with a fixed term with applicable Rate of Interest as displayed on the Digital Lending Application, as per the request of the Borrower.

Wherever applicable, the Borrower hereby irrevocably authorises the insurance company to pay any and all insurance claims related to the Loans directly to the Lenders by providing a letter of authorization under Annexure III to this Agreement. The payment received by the Lenders shall be applied towards the outstanding loan amount.
EMI shall comprise of both the principal amount of the Loan and Interest and any other amounts due under the Loan Documents thereon. Notwithstanding anything to the contrary, Lenders may, at any time, without assigning any reason, cancel the undisbursed portion of the Loan and can also recall any or all portion of the disbursed Loan amount on demand. Upon such recall, the Loan and other amounts stipulated by Lenders shall be payable forth with.

4. ANNUAL PERCENTAGE RATE AND INTEREST/OTHER CHARGES ETC.

The Borrower agrees that Lenders shall charge Interest on the Outstanding Credit Facility calculated at the Rate of Interest displayed on the Digital Lending Application and in the Annexure at the time of availing the

The Borrower acknowledges and agrees that the Rates of Interest specified on the Digital Lending Application and the Annexure are reasonable and that they represent genuine pre-estimates of the loss expected to be incurred by Lenders in the event of non-payment of any monies by the Borrower.

The rate of Interest has been determined based on internal risk gradations of the different categories of borrowers under the co-lending arrangement between the Lenders, as a single blended rate and products offered by the Lenders and after taking into account various risk factors associated with the credit facility, internal norms and interest rate policy of the

In certain circumstances, Rate of Interest may be subvented by third parties and the same will be communicated to the Borrower through the KFS. In case, the Lenders does not receive the subvention amount from such third party, it shall have the right to demand such amounts from the Borrower and undertake potential reporting as mandated under Applicable Law. The Annual Percentage Rate of the Loan as on the date of execution of this Agreement is as stated in the Annexure I of this Agreement, and the Borrower shall be liable to pay the same in a form and manner as provided under the Annexure of this Agreement.

The Lenders shall have the right to reassess the credit parameters of the Borrower at periodic intervals in accordance with their internal credit policies. Any change in the rate of interest shall be communicated to the Borrower in advance and shall be effected only prospectively, in accordance with the terms of the Sanction Letter and KFS.

The Borrower shall pay to the Lenders all other charges, including processing fee, cancellation charges, and other fee/charges as set out in the Loan Documents or as may be charged by the Lenders from time to time by notification to the Borrower through the Digital Lending Application or otherwise. The processing fee payable is as set out in the KFS and Annexure I. The Borrower acknowledges having been informed of the applicable fees and charges prior to availing the Loan.

The Borrower shall bear all applicable taxes including GST in connection with the fees and charges specified in the Loan Documents. In the event of the Borrower failing to pay the monies referred to above, Lenders shall be at liberty (but shall not be obliged) to pay the same. The Borrower shall reimburse all sums paid by Lenders in accordance with the provisions contained herein.

All payments by the Borrower under the Loan Documents mentioned herein shall be made free and clear of and without any deduction of tax or levy, except as required under Applicable

In the event of delay by the Borrower in repaying any EMI, the Borrower will pay to Lenders, a Overdue Interest on the overdue amount (being the principal and interest comprised in the unpaid EMI), at the contracted Rate of Interest (and not any enhanced or additional rate), from the Due Date until full and final payment of the unpaid amounts. Overdue Interest represents interest for the period the Borrower is in delay and compensates the Lenders for being deprived of the use of the overdue amount; it is not a penal charge and shall not be capitalized. The Late Payment Penalty Charges specified in the Annexure I are the only Penal Charges levied for a payment default (“Overdue Interest”).

Apart from Overdue Interest, in the event of delay in repaying the EMI on Due Date, the Borrower shall be liable to pay a one time Late Payment Penalty Charge as specified in the Annexure I of the Agreement for each instance of delay. It is hereby clarified that the Late Payment Penalty Charges shall not be capitalised by the Lenders.
Variation(s) in the Annual Percentage Rate and the Rate of Interest would be intimated to the Borrower/s. Lenders shall ensure that such change in the Annual Percentage Rate and the Rate of Interest is effected only prospectively.
The Interest and Penal Charges will be calculated on the basis of the rate of interest for the Loan mentioned in Schedule hereto and rounded off to the next rupee calculated on monthly rests and any other charges shall be computed in accordance with the Schedule hereto on the basis of a year of 360 (Three Hundred Sixty) days. Further, EMI is comprised of principal and interest.

Computation of interest – the EMI comprises of principal and interest calculated on the basis of rate of interest mentioned in Schedule on monthly reducing balance and is rounded off as per RBI directions. Interest and any other charges shall be computed on the basis of a year comprising 12 months. The Borrower(s) acknowledges that it has fully understood the method of computation and basis thereof.

5. COMPUTATION OF INTEREST, COMMISSION AND OTHER CHARGES

All Interest, all commissions, discount and all other charges shall accrue from day to day and when debited to the relevant account shall be calculated on the daily debit balance of such account and shall be rounded off to the next rupee calculated on monthly reducing balance. The Rate of Interest shall be computed on the basis of 360 days a year and the actual number of days elapsed. For the avoidance of doubt, in the event the Borrower makes payment of the EMI for a particular month prior to the existing Due Date, the said amount paid by the Borrower will include the interest accrued for the entire tenor of the month till the said Due Date as indicated on the Digital Lending Application.

The Rate of Interest on the Loan will be charged to accounts, unless specified otherwise, on a monthly basis (and in case of closure of individual Loan account on the day of such closure) and payable by the Borrower.

6. APPROPRIATION OF PAYMENTS

The Lender shall have a right to appropriate any payment due and payable under this Agreement and made by the Borrower towards dues as whole or in part at the rate, the Lender deem fit, towards following, in the order as mentioned below:

Repayment of principal amounts of first due EMI;
Payment of Interest of first due EMI;
Repayment of principal amounts of next due EMI;
Payment of Interest of next due EMI;
Processing Fee, if any
Overdue Interest;
Late Payment Penalty Charges ; and
Repayment of dues under any other contract.
Any other cost, charges (including bank charges), expenses, insurance premium, taxes, and other monies payable under this Agreement

7. REPAYMENT

The Borrower shall repay the Loan to Lenders in such number of EMIs, and with such instalments being of such amounts and on the Due Dates as mentioned in the Repayment Schedule or communicated by the Lenders through the Digital Lending Application or otherwise into the account of the Lenders.

The Borrower shall make the payment of EMIs to Lenders on or before Due Dates. If the respective Due Date is not a Business Day, then the Borrower agrees that the payment shall be made on the subsequent Business Day.

The Borrower shall make repayments of the Loan / EMI primarily through E-NACH mandate or UPI Mandate or ECS or by directly paying amounts by cheque or electronic transfers such as NEFT etc (all of the forgoing collectively, “Repayment Instruments”).

The Borrower agrees to register an E-NACH mandate in name of Lenders for collections of Loan /EMI.

The Borrower authorises the Lenders to send payment instruction for the repayment of the Loan through UPI Mandate. All records generated by the transactions arising out of use of the UPI Mandate shall be conclusive proof of the genuineness and accuracy of the transactions. The Borrower agrees and undertakes to accept all the terms and condition for the repayment of Loan through UPI Mandate.

The amount of the EMIs together with other details of the Loan (including Rate of Interest) may also be communicated to the Borrower at his/her registered email/mobile number.

If the Borrower cancels or revokes or issue stop-payment instruction (or attempts to cancel or revoke) such Repayment Instruments without the prior consent of the Lenders, such acts shall constitute an Event of Default and the Lenders may exercise their rights and remedies under Clause 10, including initiating such legal proceedings as may be available under Applicable Law r. The Repayment Instruments remain valid till the entire Outstanding Credit Facility have been repaid to the Lenders to its satisfaction. The Borrower shall ensure availability of funds to honour the Repayment The Borrower shall, without any demur or delay, bear, pay/reimburse Lenders for all and any losses, damages, costs, charges, claims, expenses and liability of any kind or nature whatsoever including but not limited to stamp duty, penalties, taxes and charges as applicable, suffered, sustained or incurred by Lenders or as may be levied from time to time by any governmental authority or any other authority in connection with/on (a) the application for and the grant and repayment of the Loan, (b) the Application Form, loan terms and/or any other documents, (c) recovery and realization of the Borrower dues, if and when the same is required to be paid according to the Applicable Law for the time being in force.

The Borrower shall be required to pay the entire amount of the EMI for a particular month on the Due Date, as indicated on the Digital Lending Application without any further notice/intimation being given by Lenders and all such amounts payable by the Borrower to Lenders shall be paid, without any deductions whatsoever so as to enable Lenders to fully realise the amounts due on or before the respective Due Date(s) and the same shall not be permitted to be carried forward/included in the next month. Credit for payments by any method will be given only on realisation.

In the event the EMI payment is not made by the Due Date as specified on the Digital Lending Application, it shall be construed as a default by the Borrower and the Borrower shall become liable to pay Late Payment Penalty Charges and Overdue Interest , as specified under the Annexure to this Agreement.

The Lenders may upon giving reasonable prior written notice to the Borrower of not less than fifteen [15] Business Days (save in cases of fraud or material misrepresentation where immediate demand may be made), , demand repayment of the Loan, and thereupon the principal amount outstanding together with all interest, charges expenses thereon shall become immediately due and payable by the Borrower to Lenders.

The Lenders reserves the right to call upon the Borrower to accelerate the payment of Outstanding Credit Facility amount if the financial position of the Borrower so warrants or for any other reason, at the sole and absolute discretion of the Notwithstanding the provisions of the Agreement, in the event the Loan is cancelled / recalled / terminated by the Lenders in accordance with the provisions of the Agreement, the Outstanding Credit Facility amount shall become due and payable immediately and the Borrower shall be liable to pay / repay the entire Outstanding Amount forthwith or within such period as may be specified by the Lenders.

Any default loss guarantee provided as part of the loan is an inter se arrangement between the Lenders and does not reduce or limit the Borrower’s repayment obligations under the Loan.

The Borrower agrees, declares and confirms that, notwithstanding any of the provisions of the Indian Contract Act, 1872 or any other Law, or any terms and conditions to the contrary contained in this Agreement, Lenders may, at its absolute discretion, appropriate any payments made by the Borrower under this Agreement or otherwise, towards the dues payable by the Borrower to Lenders under this Agreement and/or other arrangements entered into between the Borrower and Lenders and in any manner whatsoever.

If the Lenders is unable to encash the UPI Mandate /NACH mandate provided by the Borrower due to lack of sufficient funds in the Borrower’s account//stop payment/account closed or for any other reason whatsoever on the due date and/or otherwise, the Lenders shall have the right to initiate the proceedings against the Borrower under section 138 of the Negotiable Instrument Act, 1881 and Section 25 of Payment Settlement Systems Act, or take such other recourse as may be available to the Lenders under Applicable Laws.

The Lenders shall during the process of sending reminders for non-compliance of terms and conditions of the Agreement, shall also communicate the applicable penal charges and the reason therefor.

The Borrower declares that all Credit Facility Outstanding amounts payable under this Agreement with respect to repayment of the Loan shall be through legitimate sources and does not / shall not constitute an offense of money laundering under the Prevention of Money Laundering Act, 2002.

Advance and Excess Payment Adjustment

The Borrower may, at their discretion, make payments before the scheduled EMI due date. Such payments shall be treated as advance payments and is held in the Borrower’s loan account until the respective EMI due date.
On the EMI due date, the advance payments shall be automatically adjusted against the scheduled

If the Borrower makes a payment in excess of the scheduled EMI amount, the excess shall remain in the advance payments and will be adjusted against subsequent EMIs and/or outstanding dues in chronological Alternatively, the customer can choose to get a refund of the excess amount by emailing us to support@respo.co.in.
The interest benefit on such advance payments shall be adjusted in the last EMI of the loan or at the time of foreclosure.

8. REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents, warrants, assures and confirms as applicable to it, that:

the Borrower is a resident Indian citizen and has the power and authority to accept the Loan Documents and the same does not conflict with any Applicable Law, constitutional document, if any, any other documents to which the Borrower is a party.

all information provided by the Borrower including the information provided under the Loan Documents for the Loan and set out herein is complete and true in all respects.

there are no legal proceedings initiated against the Borrower and the Borrower has not received any notice of initiation of any legal proceeding(s) as on the date of this Agreement which have a Material Adverse Effect.

the Borrower confirms that his/her family members, relatives are not politically exposed persons on the date of applying for Loan and any change in status from the same shall be intimated to the Lenders immediately.

no event or circumstance is outstanding which constitutes a default under any other arrangement or instrument which is binding on the Borrower or its Affiliates or to which its assets are subject, which might have a Material Adverse Effect.

the Borrower has not committed any breach under any agreement entered into with any person for availing any finance facility and neither is the Borrower facing any litigation initiated by another financier including banks.

except to the extent disclosed to Lenders: (i) all the Borrower’s contracts or agreements with, or any commitments to, any affiliates or group companies (if applicable) are on arms’ length basis.

he/she is not a director or specified near relation of a director of a banking company.

he/she is not a specified near relation to any senior officer of Lender.

that neither the Borrower nor any other person benefiting in any capacity in connection with the Loan Documents and/or any instruments and/or payments thereunder is a Specially Designated National (SDN) and/or otherwise sanctioned, under the sanctions promulgated/issued by India and/or any other country from time to time (collectively, the “Sanctions“). This representation will continue to remain valid till the repayment of all amounts under the Loan Documents and conclusion of the underlying transaction pursuant to the Loan

he or she is not a Politically Exposed Person. Politically Exposed Persons are individuals who are or have been entrusted with prominent public functions in a foreign country e.g., Heads of States or of Governments, senior politicians, senior government / judicial / military officers, senior executives of state-owned corporations, important political party officials, etc. and the term shall be deemed to include relatives or close associates (i.e., advisors, secretaries etc.) of such persons.

he or she has fully read and understood this Agreement, the Lender’s Terms of Use, Lender’s Privacy Policy, the Digital Lending Application’s Terms of Use, and Privacy Policies.

The Borrower hereby acknowledges and undertakes that in case of any mismatch in his/her name/date of birth/signature or otherwise in the different KYC documents submitted to the Lender, the details as per my Aadhaar (with Aadhaar Number duly redacted) shall be considered as true and correct in all respect and manner

The Borrower will not seek to claim or recover from Lender on any grounds whatsoever and/or in any circumstances whatsoever (whether now or hereafter existing), any purported damages or compensation, direct, indirect or consequential, for any acts or actions whatsoever of the Lenders hereunder and/or in respect of the said credit facilities, taken or omitted by the Lenders in terms hereof and/or pursuant hereto and/or to protect any of its interests and rights as the lenders or a creditor under any arrangement, and the Borrower(s) hereby expressly waive any right to seek or make any such claim or recovery on any grounds whatsoever.

All representations and warranties of the Borrower contained herein shall survive until the Loan has been repaid in full.

9. COVENANTS AND UNDERTAKINGS OF THE BORROWER

The Borrower undertakes and covenants with the Lenders, that he / she shall:

Positive Covenants

Notify the Lenders of the occurrence of any event or the existence of any circumstances which constitutes or results in any declarations, representations, warranty, covenants or condition under the Loan Documents being or becoming untrue or incorrect in any respect.

Inform the Lenders of any litigation, arbitration or other proceedings, which have a Material Adverse Effect, within a period of 2 (two) Business Days upon the same being instituted or threatened by any person whatsoever.

Inform the Lenders about any proposed action by the Borrower or action taken by any other person under any insolvency/bankruptcy laws against the Borrower.

Perform, on request of the Lenders and at the expense of the Borrower, such acts as may be necessary to carry out the intent of this Loan Documents including but not limited to executing and delivering such further arrangement, undertaking, declarations, assurances and writings.

Promptly inform the Lenders of any distress or other process of court being taken against any of the Borrower’s premises and/or property and/or assets.

Notify the Lenders of any material loss or damage which the Borrower may suffer due to any event, circumstance or act of God. Further, the Borrower agrees to intimate the Lenders from time to time, details of insurance claims lodged/ filed and received by the Borrower.

Comply with such other conditions as may be stipulated by the Lenders from time to time on account of requirement of Applicable Law.

If required by the Lenders at any time, submit to the Lenders any other information as envisaged under Applicable Laws.

Ensure that the transactions entered into pursuant to the Loan Documents do not violate any Sanctions, directly or through persons or entities subject to any Sanctions, which may pertain inter alia, to the purpose and/or end use of the Loan, goods manufactured in or originated from/through certain countries, shipment from/to/using certain countries, ports, vessels, liners and/or due to involvement of certain persons and entities.

If required by Lenders, provide know your customer, Borrower documents such as PAN card or Form 60, Aadhaar Card/driving licence/ passport, last three-month bank statements or income
use the Loan subject to compliance of directives issued by any governmental authority

/ RBI / other regulatory agency from time to time.

Be solely responsible for use of the Loan availed under the Agreement and must inform the Lenders of any misuse, fraud or theft, as soon as the same is discovered.

The Borrower’s Dues shall not be affected, impaired or discharged by winding up/insolvency/ death/ dissolution / merger or amalgamation (in case the Borrower is a body corporate)/ reconstruction (in case the Borrower is a body corporate) or otherwise of the Borrower or takeover of the management (in case the Borrower is a body corporate) or nationalisation of the undertaking of the Borrower (in case the Borrower is a body corporate), as the case may

The Borrower agrees and acknowledges that in the event the access to the Digital Lending Application is terminated, suspended, or otherwise ceases to be in effect for any reason whatsoever, such termination or suspension shall not absolve, discharge, or otherwise affect the Borrower’s obligation to repay the Loan availed and any other dues payable under this Agreement.

The Borrower shall allow and agrees that the Lenders and any of its officers, agents, employees or consultants, any chartered accountant/ cost accountant or firm of chartered accountants (hereinafter referred to as “the Auditors”) to inspect and audit, at all reasonable time, the Borrower’s business, premises, assets, documents and records and other materials pertaining to its business. The Borrower shall ensure full co-operation and assistance to the Lenders or any person so authorized by the Lenders, including allowing the taking of any copies or extracts, as may be required by the Lenders or persons authorized by it. The costs, charges and expenses including professional fees and travelling and other expenses for such examination shall be payable by the Borrower. In the event, the Borrower fails to make such payment, Lenders can pay such expense to the Auditors, and the Borrower shall be liable to reimburse Lenders the said expenses, together with interest thereon at the same rate as on defaulted instalments, from the date of such payment

Negative Covenants

The Borrower covenants and undertakes that, so long as the Loan or any part thereof are outstanding, and until full and final payment of all moneys owing hereunder, the Borrower shall not, without the prior written consent of Lenders:

Contract, create, incur, assume or suffer to exist any indebtedness, except as otherwise permitted under Loan Documents or prepay any indebtedness;
use the proceeds of this Loan to make speculative investments or for purposes prohibited under Applicable Law;
file any application for seeking immunity under any Applicable Law;
assign its rights or obligations hereunder to any person; or
use the proceeds of the Loan for any unlawful purposes and/or anti-social purpose or speculative purposes or any purposes prohibited under Applicable Law.

10. EVENTS OF DEFAULT AND CONSEQUENCES THEREOF

The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Agreement:

The Borrower fails to pay/repay any monies in respect of the Loan / EMI including Rate of Interest, Annual Percentage Rate, default interest or the charges on the Due Dates, whether at stated maturity, by acceleration or otherwise;

the Borrower misuses the Loan or any part thereof, or uses the Loan or any part thereof for any purpose other than for which the Loan has been sanctioned by the Lenders; or

Breach of any statement, representation, warranty or confirmation or covenant made herein or Borrower’s proposal / application or in this Agreement or otherwise on the part of the Borrower/ third party in relation to the Borrower; or

Any other event/material change which prejudicially alters Lender’s interest or may have Material Adverse Effect including but not limited to nationalization/expropriation and/or compulsory acquisition of the Borrower’s assets by the authority of government; or

The Borrower is in breach/default of any agreement with any person who has provided loans, deposits, advances, guarantees or other financial facilities to the Borrower; or

The Borrower has, or there is a reasonable apprehension that the Borrower has or would, voluntarily or involuntarily become the subject of proceedings under any bankruptcy or insolvency law, or certificate proceedings have been taken or commenced for recovery of any dues from the Borrower; or

If any attachment or distress or restraint has been levied on the Borrower’s assets or any order/certificate has been passed for recovery of dues [and such order or judgment is not vacated, discharged or stayed for a period of 30 days], and such judgments or orders involve in the aggregate a liability which could have a Material Adverse Effect; or

Any legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions or governmental investigations of any nature pending against the Borrower or any of its assets which individually or in the aggregate would, if adversely determined, have a Material Adverse Effect’ or

The Borrower is unable or has admitted in writing its inability to pay any of its indebtedness as they mature or when due; or

Any consent, authorization, approval or the like, or license of or registration with or declaration to government or statutory or regulatory authority made by the Borrower for entering into the Loan Documents is revoked or terminated and is not in full force and effect; or

The death, lunacy or other disability of the Borrower; if the Borrower ceases or threatens to cease to carry on any of its businesses or gives notice of its intention to do so or if all or any part of the assets of the Borrower required or essential for its business or operations are damaged or destroyed or there occurs any change from the date of submission of the Application Form in the general nature or scope of the business, operations, management or ownership of the Borrower, which could have a Material Adverse Effect; or

There is failure of the Borrower to provide any documents or information as requested by the Lenders; or

It is or becomes improper or unlawful for the Borrower or any person (including Lenders or the DLA Provider) to perform any of their respective obligations under the Loan Documents; or

If any instruction being given by the Borrower to stop payment of any repayment cheques/ECS/E-NACH mandate for any reason whatsoever or if any repayment cheques/ECS/ E-

NACH issued by the Borrower to the Lenders is dishonoured; or

One or more events, conditions or circumstances (including any change in law) occur or exist, which in the sole opinion of Lenders, could have a Material Adverse

In all the events as outlined above, the decision of the Lenders as to whether or not an Event of Default has occurred shall be final and binding upon the Borrower, subject to the Borrower’s right to raise a dispute in accordance with Clause 13 (Arbitration) or through the Grievance Redressal Mechanism.

Upon occurrence of an Event of Default, Lenders shall be entitled, by a notice, to:

declare the Loan, together with accrued interest and other monies, to be immediately due and payable and upon such declaration, the same shall become immediately payable by the Borrower;
exercise any or all rights and recourses available under the Loan Documents and/or under Applicable

11. AUTHORISATION AND DISCLOSURES

The Borrower acknowledges and authorises the Lenders to deduct processing fees, insurance charges (including any other charges), from the disbursement amount, or such charges may be collected as part of the first EMI payable by the Borrower.

The Borrower hereby agrees and confirms that any claim amount received / to be received from the insurance company of the Borrower in relation to any insurance availed by the Borrower shall be paid to the Lenders and the Lenders shall have the first claim and right over any proceeds of such insurance, including in the event of claim The Borrower authorizes the Lenders to utilize such proceeds against the outstanding Loan amount. The Borrower has also provided a declaration, as set out in Annexure III, as applicable hereunder, to the relevant insurance company to ensure that all such insurance proceeds are paid directly to the Lenders, if applicable.

The Borrower hereby irrevocably agrees and consents to electronic and/ or digital stamping and/ or execution of this Agreement in any manner as deemed fit by the Lenders including but not limited to using Aadhar or OTP or USB token-based DSC.

The Borrower expressly recognizes and accepts that the entire Loan is being extended by the Lenders and shall also be entitled at its discretion to engage/ avail of, at the risk and cost of the Borrower, services of any person/third party service provider/agent/agency, for anything required to be done for/ in relation to/ pursuant to the Loan, including disbursement, collections, recovery of dues, enforcement of security (if any), getting or verifying any information of the Borrower(s)/ assets, and any necessary or incidental lawful acts/ deeds/ matters and things connected thereto, as the Lenders may deem fit. For the purposes as aforesaid, Lenders shall be entitled to disclose to such persons/third parties all necessary and relevant information pertaining to the Borrower(s), the Loan and such other details and the Borrower hereby expressly consents to such disclosure.

In an Event of Default by the Borrower under the terms of this Agreement, and the Lenders engages any person / third party service provider / agent / agency for the purpose of recovery of dues, the Lenders shall, prior to such third party initiating any contact with the Borrower, communicate to the Borrower the name, contact details, and other relevant particulars of the authorised third party for recovery related activities through electronic means, including but not limited to email and / or SMS.

Any change in the details of such third party so appointed shall also be communicated to the Borrower in the same manner prior to such new third party initiating any contact with the Borrower for recovery

The Borrower further understands and agrees that (a) Credit Information Companies and any other agency so authorized under Applicable Law may use and/or process the said information and data disclosed by Lenders in the manner as deemed fit by them; and (b) Credit Information Companies and any other agency authorized under Applicable Law, may further for consideration the processed information and data or products thereof prepared by them, to the Lenders/ financial institutions and other credit grantors or registered users, as may be specified by RBI in this behalf.

The Borrower authorizes Lenders to engage or appoint one or more person(s) to verify any fact or information furnished by, concerning and pertaining to the Borrower and/ or to collect any and all Borrower information or activities relating to the administration of the Loan including the rights and authority to collect and receive on behalf of Lenders all dues and unpaid instalments and other amounts due by Borrower under this Agreement.

The Borrower declares and affirms that the particulars and information given to the Lenders are true, correct and complete and that the Borrower has not withheld any facts or information which are/were relevant or material for considering the grant of Loan by the Lenders.

The Borrower also authorizes Lenders to collect credit information of the Borrower from Credit Information Companies (“CICs”). The CIC, and/or any other agency may furnish such details regarding the Borrower as may be prescribed by the RBI.

The Borrower hereby expressly agrees and authorizes the Lenders to disclose and furnish, as the Lenders may deem necessary or appropriate, any and all information and data relating to the Borrower, the credit facility availed or to be availed by the Borrower under this Agreement, and any default(s), if any, committed in the discharge thereof, to any CIC duly registered under Applicable Law, and to any other agency authorized in this regard by RBI, from time to Such disclosure may be made by the Lenders at its sole discretion and without any further notice or reference to the Borrower.

The Borrower authorizes the DLA Provider and Lenders to capture all the data, details, information, mobile phone data, etc. (“Data”) provided by the Borrower in the Application Form. The Lenders may collect and record such Data as per the terms of the privacy policy of the Lenders and as per the retention and storage requirements under Applicable Law.

The Borrower grants consent to the Lenders to collect information and data about the Borrower as provided in the Digital Lending Application’s terms of use, privacy policies, Lender’s Terms of Use and Lender’s Privacy Policy. This includes (but is not limited to) the Borrower’s credit information, Aadhaar details, and banking information. The Lenders hereby confirms that the information collected about the Borrower shall be shared with third parties only in accordance with the Digital Lending Application’s privacy policies, Lender’s privacy policy, the terms of this Agreement and subject to Applicable Laws. The Lenders shall collect, store, process and utilise the information and data collected about the Borrower as per the Digital Lending Application’s terms of use and privacy policies, Lender’s terms of use and privacy policy (which are in accordance with the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011.

Sharing of Borrower data: The Borrower may at his/her option provides consent to any information collected from the Borrower that is not KYC related, being shared by the Lenders with its affiliates whose products and / or services the Lenders feels may benefit the

The Borrower hereby gives specific consent to the Lenders for disclosing /submitting the “financial information” as defined in the Insolvency and Bankruptcy Code, 2016 (“IBC”) read with the relevant regulations/rules framed under the IBC, as amended and in force from time to time and as specified thereunder from time to time, in respect of the Loan being availed from the Lenders, from time to time, to any Information Utility as defined in the IBC, in accordance with the relevant regulations framed under the IBC, and directions issued by RBI.

Notwithstanding any other provisions of the Agreement, the Lenders may at any time, without the consent of the Borrower assign its rights to any person without notice to the Borrower, or charge, assign or otherwise create security in or over, any or all of its rights or obligations under the Agreement to any person by written notice to the Borrower. The Borrower cannot assign or transfer any of its rights and obligations under the Agreement without the Lender’s prior

The Borrower hereby, authorize the Lenders, its associate group to communicate with them by email, call, SMS, WhatsApp, electronic communication using digital media and other channels or via any other means in relation to marketing of any of the products, services or information of the Lenders and/or for cross selling. The Borrower confirm that laws in relation to the unsolicited communication referred in “National Do Not Call Registry” (the “NDNC Registry”) as laid down by Telecom Regulatory Authority of India will not be applicable for such communication/calls/SMS/messages received from the Lenders, its employees, agents and/or associates.

12. LIMITATION OF LIABILITY

Borrower expressly understands and acknowledges that the Lenders shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, even if the Lenders has been advised of the possibility of such damages. In any case, the Parties agree that the total aggregate liability of the Lenders shall not exceed the actual amounts repaid by the Borrower at any given point in time.

13. ARBITRATION

Any dispute relating to the Loan hereunder, or in respect of any rights, liabilities, and obligations arising out of this Agreement shall be resolved by arbitration by a sole arbitrator mutually appointed by the Lenders and the Borrower. The sole arbitrator so appointed shall not be disqualified under the provisions of any Applicable Law. The arbitration proceedings shall be carried out in accordance with the provisions laid down by the Arbitration and Conciliation Act, 1996 or any statutory modifications or re-enactment thereof and the rules made thereunder and for the time being in force shall apply to the arbitration proceeding under this Agreement. Provided that in the event the Lenders and the Borrower are unable to mutually agree and appoint an arbitrator within a period of 30 (thirty) days from the date on which the dispute arose, then 3 (three) arbitrators shall be appointed, 1 (one) nominated by the Lenders, second nominated by Borrower and third nominated by the other 2 (two) nominated arbitrators.

Provided further that, such arbitrators shall be independent persons and shall not be nor have been:

a director or an employee of the Lenders or the Borrower (if the Borrower is a body corporate); or
a director or an employee of any group company of the Lenders or the Borrower (if the Borrower is a body corporate).

The place of arbitration shall be a place within the territory of India and shall be a place that the Lenders may deem convenient for the purposes of administering the dispute in relation to the Loan, and the Borrower hereby agrees to abide by the choice of the Lenders in relation to the place of arbitration. The arbitration proceedings shall be conducted in the English language. The award passed by the arbitrator shall be final and binding on the Parties.

The expenses of the arbitration shall be borne by the Borrower unless the arbitrator otherwise

14. DISPUTE RESOLUTION AND GOVERNING LAW

This Agreement shall be governed by the laws of

Subject to Clause 13 above, any dispute or difference arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Court/Tribunal of the Provided that to the extent allowed by law, the Lenders shall be entitled to initiate proceedings relating to the dispute in any Court/Tribunal of any other place which has jurisdiction.

Nothing in this clause shall limit the right of the Lenders to bring proceedings, including third party proceedings against the Borrower in any other court of competent jurisdiction, and the bringing or continuing of proceedings in any one or more jurisdictions shall not preclude the bringing of proceedings in any other jurisdiction, whether concurrently or not, if and to the extent permitted by Applicable

15. WAIVER

No delay in exercising or omission to exercise any right, power or remedy accruing to Lenders upon any default or otherwise under the Loan Documents shall impair any such right, power or remedy or shall be construed to be a waiver thereof or any acquiescence in such default, nor shall the action or inaction of Lenders in respect of any default or any acquiescence by it in any default, affect or impair any right, power or remedy of Lenders in respect of any other default. The rights of the DLA Provider and/or Lenders under the Loan Documents may be exercised as often as necessary, are cumulative and not exclusive of their rights under the general law and may be waived only in writing and specifically and at Digital Lending Application and Lenders’ discretion.

16. INDEMNIFICATION

The Borrower undertakes to indemnify and keep the Lenders and its officers/employees fully indemnified and harmless from and against all the consequences of breach of any of the terms, conditions, statements, undertakings, representations and warranties of this Agreement and the Loan Documents 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 or costs (hereinafter referred to as “Claims“) faced, suffered or incurred by the Lenders. 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 the Lenders, on account of any breach of warranty, representations, non-compliance of any Applicable Law, unauthorised act, fraud, deed or thing done or omitted to be done or undertaking made by the Borrower or its employees, agents, being false, the Borrower undertakes to pay on first demand made by the Lenders of any amount on this account without any demur, reservation, contest, protest whatsoever within 7 (seven) working days of the demand being made.

17. CONFIDENTIALITY

The Borrower(s) acknowledges that this Agreement is confidential and the Borrower(s) shall not, without the prior written consent of the Lenders, disclose this Agreement or their contents to any other person except as required by law or by any applicable governmental or other regulatory

The Lenders shall (and shall ensure that its personnel, agents, representatives shall) comply with the data protection policies and all Data Protection Legislation. For the purpose of this Agreement, “Data Protection Legislation” means the legislation and regulations relating to the protection of Personal Data and processing, storage, usage, collection and/ or application of Personal Data or privacy of an individual including (without limitation):

the Information Technology Act, 2000 (as amended from time to time), including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“Privacy Rules”) and any other applicable rules framed thereunder;
the Digital Personal Data Protection Act, 2023 and rules framed thereunder;
all other applicable industry guidelines (whether statutory or non-statutory) or codes of conduct relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual issued by any regulator to any of the Parties; and
any other regulations and Applicable Laws solely relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual.

“Personal Data” shall have the same meaning as ascribed to the term “Sensitive Personal Data or Information” under the Privacy Rules (as amended from time to time).

The Lenders shall (and shall ensure that its personnel, agents, representatives shall) comply with the confidentiality and privacy obligations set out in the Digital Lending Guidelines in respect to confidentiality of Personal Data of the Borrower.

18. DISCHARGES AND RELEASES

Notwithstanding any discharge, release or settlement from time to time between the Lenders and the Borrower, if any discharge or payment in respect of the Outstanding Credit Facility amount by the Borrower or any other person is avoided or set aside or ordered to be surrendered, paid away, refunded or reduced by virtue of any provision, Applicable Law for the time being in force or for any other reason, the Lenders shall be entitled hereinafter to enforce this Agreement as if no such discharge, release or settlement had occurred.

19. GRIEVANCE REDRESSAL MECHANISM

The details of the Designated Grievance Redressal Officer and the procedure for redressal of grievances for the Lenders have been placed on the website at https://respo.co.in/grievance- redressal/ The details of the Designated Grievance Redressal Officer of the Lenders is as follows (or as updated from time to time on the website as aforesaid): Lender 1: The Borrower can refer to our grievance redressal policy at https://www.vivriticapital.com/assets/files/policies/Governance/Greivance%20Redressal%20Mechanism04.pdf

Name of the Grievance Redressal Officer/ Principal Officer: Ajit K Menon, Group Chief Operating Officer
Address: Vivriti Capital Limited, Prestige Zackria Metropolitan, No.200/1-8, 8th Floor, Block 1, Anna Salai, Chennai, Tamil Nadu 600002

Contact Details (Telephone/Email): 044 40074800/01 grievanceredressal@vivriticapital.com;

Lender 2:Name of the Grievance Redressal Officer/ Principal Officer: Swapnil Kinalekar
Address: 2nd Floor, Dyna Business Park, Street 1, MIDC, Andheri (East), Mumbai 400 093
Contact Details (Telephone/Email): 022-28256467 / nodal@respo.co.in

If the Borrower’s complaint is not resolved within 30 (thirty) days, or if the Borrower is not satisfied with the resolution, the Borrower may escalate to the RBI Integrated Ombudsman free of charge at https://cms.rbi.org.in.

20. MISCELLANEOUS

Except as otherwise provided herein, all fees and expenses incurred in connection with or related to this Agreement shall be paid solely by the The Borrower shall be solely liable to pay any tax, stamp duty, stamp duty penalties, registration fees, penalties as may be incurred by the Borrower or the Lenders, for performance or enforcement of this Agreement. It is hereby clarified that any tax, stamp duty, stamp duty penalties, registration fees, penalties which are paid by Lenders, shall form part of the overall obligations of the Borrower under this Agreement and the Borrower shall pay such amounts to the Lenders.

Notwithstanding anything stated in this Agreement, it is expressly agreed by the Borrower that the Lenders shall not be bound to continue the Loan or make any disbursement, and the Lenders may, in its sole and exclusive discretion, at any time, without assigning any reason, decline to make a disbursement or otherwise discontinue the Loan consequently recalling the entire Loan, which decision shall be binding on, and shall not be questioned by, the Borrower, and the Lenders shall not be liable for any damages or other consequences to the Borrower or any other Person by reason thereof. English shall be used in all correspondence and communications between the Parties.

If the Borrower authorizes any other person to transact with the Lenders, then such act of the authorized person shall be binding on the Borrower.

The Borrower expressly agrees and acknowledges to have read and understood the terms applicable for availing the Loan and be bound by such terms and conditions (as amended by the Lenders from time to time) at all times during the tenure of the Loan. The Borrower expressly agrees that all the terms have been made available to the Borrowers either, by providing copies, through electronic form or in any other manner. The Borrower agrees that they/it are in receipt of the terms of the Loan which are broad terms explained in detail for Borrower’s understanding on governing terms of borrowing facilities with the Lenders and this Agreement is specifically made for the purpose the Loan.

In the event the Borrower is illiterate and/or cannot read English language, the terms and conditions of this Agreement and term of Sanction Letter have been read over, translated and explained in detail in the vernacular language to the Borrower and Borrower has signed the vernacular declaration in this

The Borrower confirms that the Borrower has perused and understood and has agreed to the Lender’s method of calculating the instalment as also the bifurcation thereof into principal and monies payable at the Rate of Interest and other charges. Know more

The Borrower agrees and undertakes that any dispute being raised about the amount due under the Loan will not entitle the Borrower to withhold the payment of any instalment.

The Parties hereto confirm and acknowledge that this Agreement, the Sanction Letter issued to the Borrower in relation to the Loan, Application Form, and the Annexure(s) herein, constitute the entire Agreement between them and shall supersede and override all previous communications, either oral or written, between the parties with respect to the subject matter of this Agreement, and

no agreement or understanding varying or extending the same shall be binding upon any Party hereto unless arising out of the specific provisions of this Agreement.

ASSIGNMENT / SECURITISATION

Notwithstanding anything contained in this Agreement, the Lenders shall have the right, at any time and without the consent of or notice to the Borrower, to assign, transfer, novate, participate, securitise, refinance, down-sell, or otherwise deal with, in whole or in part, any of their rights, obligations, receivables, exposures or interests under this Agreement and the Loan Documents, whether with or without recourse, in favour of any bank, financial institution, NBFC, trust, securitisation trust, fund, assignee, transferee or any other person permitted under applicable law. Any such assignment, transfer, participation or securitisation shall not affect the obligations of the Borrower under the Loan Documents, and the Borrower shall, upon notification by the Lenders, recognise and make payments to such assignee, transferee or other person as may be specified by the Lenders.

Notwithstanding any provision of this Agreement, Lenders will not be liable for loss (whether direct, consequential or loss of profit, data or interest) or damage suffered by any Party arising out of:

Any delay or failure by the Lenders in performing any of its duties under this Agreement or other obligations caused in whole or in part by any steps which the Lenders, in its sole and absolute discretion, considers appropriate to take in accordance with all such Applicable Laws and regulations; or

The exercise of any of the Lender’s rights under this

Any delay or failure by the Lenders in performing any of its duties under this Agreement or other obligations caused in whole or in part by any steps which the Lenders, in its sole and absolute discretion, considers appropriate to take in accordance with all such Applicable Laws and regulations;

Notwithstanding any suspension or termination of this Agreement, all the provisions of this Agreement for the benefit or protection of the Lenders and its interests shall continue to be in full force and effect as specifically provided in this Agreement.

21. TERMINATION

Termination by Lenders: The Lenders may terminate this Agreement with immediate effect by notifying the Borrower through the Digital Lending Application upon the occurrence of the following:
- The Borrower having materially breached the terms of the Agreement; and/ / or
- The Borrower having defaulted in paying any amounts Outstanding Credit Facility amounts under this Agreement; and/ or
- The Borrower having misrepresented or provided incorrect, inaccurate or misleading information to the Lenders; and / or
- The performance of this Agreement has become frustrated or impossible because of change in Applicable Law or act of god; and / or
- The Borrower is in violation of its obligations under Clause 6.3 (Alteration or Cancelation of Auto-Debit Instructions); and/ / or
- Occurrence of an Event of Default in the sole opinion of the Lenders; and/ / or
- The Borrower has become insolvent or declared insolvent or has become subject to any insolvency
Restriction on termination by Borrower: The Borrower is not permitted to terminate this Agreement until he / she has paid Outstanding Credit Facility amounts due and payable under this Agreement to the Lenders to its sole satisfaction.

Consequence of Termination: Upon termination of the Agreement by the Lenders, all Outstanding Credit Facility amounts due and payable by the Borrower to the Lenders shall be payable immediately.

22. ELECTRONIC SIGNATURES

The Borrower hereby confirms, acknowledges and agrees that the online acceptance of this Agreement including any addendums hereto through Digital Lending Application in a binding contract between the Parties. Each Party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement, or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each Party agrees that this Agreement and any other document required to be executed or delivered in connection herewith may be executed by means of an electronic signature, including Aadhaar-based electronic signature, digital signature, electronic authentication or any other mode permitted under applicable law. Such electronic signatures shall have the same legal validity, enforceability and evidentiary value as handwritten signatures and shall be admissible as evidence in any judicial, arbitral or regulatory proceeding. The Borrower acknowledges and agrees that any request, notice, communication, consent, instruction, correspondence or other writing whatsoever (“Writing”) required or contemplated under this Agreement may be executed, delivered or communicated in electronic form and any delivery, offer, acceptance, consent, acknowledgement or other action whatsoever (“Action”) in relation to this Agreement may be undertaken electronically through any technology platform, website, Digital Lending Applicationlication, portal or system made available by the Lenders (whether directly or through their authorised service providers) or through any channel utilised by the Borrower and acceptable to the Lenders. The Borrower further confirms and agrees that any Writing or Action made, undertaken, transmitted or authenticated by the Borrower in electronic form shall be valid, binding and legally enforceable against the Borrower and the Borrower shall not dispute, challenge or deny the validity, enforceability or admissibility of any such Writing or Action solely on the ground that it was executed, communicated or maintained in electronic form. The Borrower acknowledges that this Agreement has been entered into voluntarily and of the Borrower’s own free will and that no undue influence, coercion, misrepresentation or duress has been exercised upon the Borrower in connection with the execution or acceptance of this Agreement. By electronically accepting, authenticating or signing this Agreement, the Borrower confirms that it has read, understood and agreed to be bound by the terms of this Agreement and all related loan documents, as may be applicable from time to time.

23. PARTIAL INVALIDITY

If any provision of this Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent for any reason including by reason of any law or regulation or government policy, the remainder of this Agreement and the application of such provision to person or circumstance other than those as to which is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision which is valid and enforceable and most nearly reflect the original intent of the unenforceable provision, in a mutually agreeable manner.

24. RIGHT TO PUBLISH DEFAULTER INFORMATION

The Borrower does hereby unconditionally and irrevocably agree as a condition of such Loan extended to the Borrower by the Lenders that in case the Borrower defaults in the repayment of the Loan or in the payment of the monies payable at the Annual Percentage Rate, or any one of the agreed repayment/Instalment of the Loan on the Due Date, the Lenders shall submit such information to CKYC/CICs as required under the Credit Information Companies (Regulation) Act, 2005

25. WAIVER

Any delay in exercising or omitting to exercise any right, power or remedy accruing to the Lenders under this Agreement or any other agreement or document or concession provided by the Lenders shall not impair any such right, power or remedy and shall not be constructed to be waiver thereof or any acquiescence in any default, nor shall the action or inaction of the Lenders in respect of any default or any acquiescence by it in any default affect or impair any right, power, remedy of the Lenders in respect of any other default.

26. SEVERABILITY

If any provision of the Agreement hereof shall be illegal or unenforceable for any reason or amendment of statutory laws, the legality and enforceability of the remainder of the provisions of the Agreement shall not be affected or impaired thereby. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflecting the original intent of the unenforceable provision as may be necessary to make it valid. IN WITNESS WHEREOF the Parties have executed this Agreement on the day and the year as mentioned in the Annexure SIGNED AND DELIVERED by the Authorised Signatory For Lender 1 SIGNED AND DELIVERED by the Authorised Signatory For Respo Financial Capital Private Limited. Authorised Signatory SIGNED AND ACCEPTED by Borrower Through Digital Lending Application Signature of Borrower Date: {{date}}

ANNEXURE I

(Terms of Facility)

Sr. No.	Particulars	Details
BORROWER DETAILS
1.	Name	{{name}}
2.	Address	{{current_permanent_add}}
3.	Notice Details of the Borrower	Address: {{current_permanent_add}} Attention: Telephone No. {{mobile_no}} E-mail: {{email}}
FACILITY DETAILS
4.	Type of Facility	Unsecured loan facility
5.	Facility Amount	Rs. {{loan_amount}}
6.	Tenure of Facility	{{max_tenure}} months
7.	Cooling Off Period	3 days
8.	Details of recovery agent and authorized to approach the Borrower	In house team and the agents as disclosed on the website https://respo.co.in/collectionagencies/
9.	Mode of Repayment	NACH, e-NACH, Payment Gateway, UPI
10.	Frequency of Repayment	As set out under the Repayment Schedule
11.	Repayment Date(s)	As set out under the Repayment Schedule
12.	Number of Instalments of Repayment	As set out under the Repayment Schedule
13.	Amount of each Instalment of Repayment (INR)	As set out under the Repayment Schedule
14.	Breakup between Principal and monies payable at the Interest Rate	As set out under the Repayment Schedule
ANNUAL PERCENTAGE RATE
15.	Rate of Interest	{{annual_int_rate}} % per annum, Annualised APR{{annual_interest_rate}}%
16.	Application fees	–
17.	Processing fees	As applicable at the time of disbursement
18.	Insurance charges, if any (in Rupees) (applicable only when borrower agrees to insurance in respect of the Loan)	{{insurance_charges}}
19.	Documentation charges	–
20.	Stamping charges	–
21.	Statement of account charges	–
22.	Other upfront charges (if any) (details to be provided)	–
CONTINGENT CHARGES
23.	Overdue Interest	{{annual_overdraft_rate}}% per month on EMI overdue from the due date until payment
24.	Late Payment Penalty Charges (“Late Fees”)	Late Payment Penalty Charges shall be charged on overdue amount as per below-defined slab

Lower Range Amount	Higher Range Amount	Delayed Payment Charges per day
0	500	NIL
501	5,000	₹ 12
5,001	15000	₹ 24
15,001	25000	₹ 36
Greater than 25,000		₹ 48

		• Maximum cap for late payment penalty charges is ₹2500/-per loan.
25.	Other penal charges (if any); (details to be provided)	–
26.	Charges for unsuccessful execution of Standing Instruction for payment/ Cheque Dishonour/ NACH/ ECS	–
27.	Swapping charges (from ECS/ NACH)	–
28.	Postage, telegram, telephone and notice charges	–
29.	Collection charges	–
30.	Fees and expenses regarding any action or proceeding	–
31.	Document retrieval charges	–
32.	Legal charges	–
33.	Loan cancellation charges (in case Loan is cancelled after the Cooling Off Period)	–
34.	Indemnity (as applicable)	–
35.	Others (if any) (details to be provided)	–
36.	Taxes	All Fees and charges shall be exclusive of applicable taxes.
37.	Billing Date & Billing Cycle	A bill will be generated on a fixed date every month (“Billing Date”). The time duration between one Billing Date to the next is referred to as the “Billing Cycle” (refer illustration below). The Billing Date may vary for each Borrower depending on the Sanction Date, and the same will be communicated to Borrower on the Digital Lending Application. Illustration: If the Borrower’s Billing Date is the 28th of March, then the Billing Cycle for the user will be from 19th of February to 18th of March, 19th of March to 18th of April, and so on.
38.	Billed Amount	The Billed Amount shall mean the total amount billed in a particular Billing Cycle, based on Drawdown.

39.

Due Date

The Due Date is based on your Billing Cycle as below: Where the Billing Date is 28th, then the Due Date is 2nd of the following calendar month. Please note that the Due Date for payment will be communicated to you on the Digital Lending Application. Illustration: If the Billing Cycle for the Borrower is from 19th of February to 18th of March, then the Billing Date would be 28th of March and the Due Date would be 2nd of April.

Illustration with respect to SMA/NPA Classification:

If the repayment date with respect to the loan falls on March 31st, and the relevant outstanding amounts payable on such date is not received in full on such repayment date, before the Lenders runs the day-end process with respect to classification of their borrower accounts for the repayment date, the date of overdue shall be March 31st.
In the event the Loan continues to remain overdue, then the loan account shall be tagged as SMA- 1 upon running day-end process on the 30th day from March 31st i.e. upon completion of 30 days of the Loan being continuously overdue. Accordingly, the date of SMA-1 classification for that account shall be 30th
Similarly, if the Loan continues to remain overdue after it being classified as SMA-1, it shall be tagged as SMA-2 upon running day-end process on the 60th day from March 31st i.e. on 30th May.
In the event of the Loan continuing to remain overdue further, it shall become classified as NPA upon running day- end process on the 90th day from March 31st e. on 29th June.

ANNEXURE II

Instalment No.	Due Date	Outstanding Principal	Principal	Interest	Instalment
{{installment_1}}	{{installment_due_date_1}}	{{outstanding_principal_1}}	{{installment_principal_1}}	{{installment_interest_1}}	{{installment_amount_1}}
{{installment_2}}	{{installment_due_date_2}}	{{outstanding_principal_2}}	{{installment_principal_2}}	{{installment_interest_2}}	{{installment_amount_2}}
{{installment_3}}	{{installment_due_date_3}}	{{outstanding_principal_3}}	{{installment_principal_3}}	{{installment_interest_3}}	{{installment_amount_3}}
{{installment_4}}	{{installment_due_date_4}}	{{outstanding_principal_4}}	{{installment_principal_4}}	{{installment_interest_4}}	{{installment_amount_4}}
{{installment_5}}	{{installment_due_date_5}}	{{outstanding_principal_5}}	{{installment_principal_5}}	{{installment_interest_5}}	{{installment_amount_5}}
{{installment_6}}	{{installment_due_date_6}}	{{outstanding_principal_6}}	{{installment_principal_6}}	{{installment_interest_6}}	{{installment_amount_6}}
{{installment_7}}	{{installment_due_date_7}}	{{outstanding_principal_7}}	{{installment_principal_7}}	{{installment_interest_7}}	{{installment_amount_7}}
{{installment_8}}	{{installment_due_date_8}}	{{outstanding_principal_8}}	{{installment_principal_8}}	{{installment_interest_8}}	{{installment_amount_8}}
{{installment_9}}	{{installment_due_date_9}}	{{outstanding_principal_9}}	{{installment_principal_9}}	{{installment_interest_9}}	{{installment_amount_9}}
{{installment_10}}	{{installment_due_date_10}}	{{outstanding_principal_10}}	{{installment_principal_10}}	{{installment_interest_10}}	{{installment_amount_10}}
{{installment_11}}	{{installment_due_date_11}}	{{outstanding_principal_11}}	{{installment_principal_11}}	{{installment_interest_11}}	{{installment_amount_11}}
{{installment_12}}	{{installment_due_date_12}}	{{outstanding_principal_12}}	{{installment_principal_12}}	{{installment_interest_12}}	{{installment_amount_12}}
{{installment_13}}	{{installment_due_date_13}}	{{outstanding_principal_13}}	{{installment_principal_13}}	{{installment_interest_13}}	{{installment_amount_13}}
{{installment_14}}	{{installment_due_date_14}}	{{outstanding_principal_14}}	{{installment_principal_14}}	{{installment_interest_14}}	{{installment_amount_14}}
{{installment_15}}	{{installment_due_date_15}}	{{outstanding_principal_15}}	{{installment_principal_15}}	{{installment_interest_15}}	{{installment_amount_15}}
{{installment_16}}	{{installment_due_date_16}}	{{outstanding_principal_16}}	{{installment_principal_16}}	{{installment_interest_16}}	{{installment_amount_16}}
{{installment_17}}	{{installment_due_date_17}}	{{outstanding_principal_17}}	{{installment_principal_17}}	{{installment_interest_17}}	{{installment_amount_17}}
{{installment_18}}	{{installment_due_date_18}}	{{outstanding_principal_18}}	{{installment_principal_18}}	{{installment_interest_18}}	{{installment_amount_18}}
{{installment_19}}	{{installment_due_date_19}}	{{outstanding_principal_19}}	{{installment_principal_19}}	{{installment_interest_19}}	{{installment_amount_19}}
{{installment_20}}	{{installment_due_date_20}}	{{outstanding_principal_20}}	{{installment_principal_20}}	{{installment_interest_20}}	{{installment_amount_20}}
{{installment_21}}	{{installment_due_date_21}}	{{outstanding_principal_21}}	{{installment_principal_21}}	{{installment_interest_21}}	{{installment_amount_21}}
{{installment_22}}	{{installment_due_date_22}}	{{outstanding_principal_22}}	{{installment_principal_22}}	{{installment_interest_22}}	{{installment_amount_22}}
{{installment_23}}	{{installment_due_date_23}}	{{outstanding_principal_23}}	{{installment_principal_23}}	{{installment_interest_23}}	{{installment_amount_23}}
{{installment_24}}	{{installment_due_date_24}}	{{outstanding_principal_24}}	{{installment_principal_24}}	{{installment_interest_24}}	{{installment_amount_24}}
{{installment_25}}	{{installment_due_date_25}}	{{outstanding_principal_25}}	{{installment_principal_25}}	{{installment_interest_25}}	{{installment_amount_25}}
{{installment_26}}	{{installment_due_date_26}}	{{outstanding_principal_26}}	{{installment_principal_26}}	{{installment_interest_26}}	{{installment_amount_26}}
{{installment_27}}	{{installment_due_date_27}}	{{outstanding_principal_27}}	{{installment_principal_27}}	{{installment_interest_27}}	{{installment_amount_27}}
{{installment_28}}	{{installment_due_date_28}}	{{outstanding_principal_28}}	{{installment_principal_28}}	{{installment_interest_28}}	{{installment_amount_28}}
{{installment_29}}	{{installment_due_date_29}}	{{outstanding_principal_29}}	{{installment_principal_29}}	{{installment_interest_29}}	{{installment_amount_29}}
{{installment_30}}	{{installment_due_date_30}}	{{outstanding_principal_30}}	{{installment_principal_30}}	{{installment_interest_30}}	{{installment_amount_30}}
{{installment_31}}	{{installment_due_date_31}}	{{outstanding_principal_31}}	{{installment_principal_31}}	{{installment_interest_31}}	{{installment_amount_31}}
{{installment_32}}	{{installment_due_date_32}}	{{outstanding_principal_32}}	{{installment_principal_32}}	{{installment_interest_32}}	{{installment_amount_32}}
{{installment_33}}	{{installment_due_date_33}}	{{outstanding_principal_33}}	{{installment_principal_33}}	{{installment_interest_33}}	{{installment_amount_33}}
{{installment_34}}	{{installment_due_date_34}}	{{outstanding_principal_34}}	{{installment_principal_34}}	{{installment_interest_34}}	{{installment_amount_34}}
{{installment_35}}	{{installment_due_date_35}}	{{outstanding_principal_35}}	{{installment_principal_35}}	{{installment_interest_35}}	{{installment_amount_35}}
{{installment_36}}	{{installment_due_date_36}}	{{outstanding_principal_36}}	{{installment_principal_36}}	{{installment_interest_36}}	{{installment_amount_36}}

ANNEXURE III LETTER OF AUTHORIZATION To, Care Health Insurance Limited Regd. Office: 5th Floor, 19 Chawla House, Nehru Place, New Delhi-110019 I have availed a loan from VIVRITI CAPITAL (Legal Name: Hari and Company Investments Madras Limited and formerly Hari and Company Investments Madras Private Limited) and Respo Financial Capital Private Limited bearing loan account/ reference number . I have availed insurance from Care Health Insurance Limited. I hereby authorize Care Health Insurance Limited to pay the proceeds of my insurance claim to Vivriti Capital and Respo Financial Capital Private Limited, by depositing the said proceeds in the bank account of the Company Date: :{{date}} Place: {{place}} Signature: