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Draft Agreement

Loan Agreement

This Loan Agreement is made on this …..............day of…………….., 20…... at [●] (the “Effective Date”)

BY AND BETWEEN:

The Lenders as per the Annexure II

AND

[Mr/Ms/Mrs. [●],bearing PAN [●]son of/ daughter of [●], an adult Indian Citizen and Indian Resident, residing at [●] (hereinafter referred to as "Borrower", which expression shall, unless it be repugnant to or inconsistent with the subject or context, mean and include the legal heirs, legal representatives, executors, administrators and permitted assigns)of the SECOND PART],


[M/s [•], a firm registered under the Indian Partnership Act 1932, having its office at [•], (hereinafter referred to as "Borrower" which expression shall unless it be repugnant to or inconsistent with the subject or context, mean and include all its partners and their respective heirs, executors, administrators and permitted assigns or the heirs, executors, administrators and permitted assigns of the last surviving partner) of the SECOND PART],


[[●], a limited liability partnership incorporated and registered under the provisions of Limited Liability Partnership Act, 2008, bearing registration number [●] and having its registered office at [●] (hereinafter referred to as the “Borrower” which expression shall, unless repugnant to or inconsistent with the subject or context, mean and include its successors and permitted assigns) of the SECOND PART.]


[Mr. [•] , an adult Indian Citizen and Indian Resident, residing at [•] in his capacity as Karta of and representing all the coparceners viz. Mr. [•], Mrs. [•], Ms. [•] and Mr. [•],all constituting a joint Hindu undivided family (HUF)(hereinafter referred to as "Borrower", which expression shall, unless it be repugnant to or inconsistent with the subject or context, mean and include all persons being from time to time the coparceners of the HUF and their respective heirs, executors, administrators and permitted assigns)of the SECOND PART.]


[[●], a company incorporated under [the Companies Act, 1956/the Companies Act 2013], and having its registered office at [●] (hereinafter referred to as the “Borrower” which expression shall, unless repugnant to or inconsistent with the subject or context, mean and include its successors and permitted assigns) of the SECOND PART],


Lender(s) and Borrower are hereinafter collectively referred to as “Parties” and individually as a “Party”.


Whereas:


A. OMTPL is engaged in the business of running an online peer-to-peer lending platform that connects potential borrowers and lenders and through its Website facilitates the borrowers to raise and the lenders to finance unsecured / secured personal and business loans.


B. The Borrower has on the Website applied for a loan and the Lenders have agreed to finance an amount as mentioned herein relying on the covenants of the Borrower and the representations and warranties contained herein.


C. This document lays out the terms and conditions which shall be applicable to all Loans availed of by the Borrowers from the Lenders through the Website.

 


NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS HEREINAFTER SET FORTH, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:



This Loan Agreement consists of: (I) The Loan Agreement- Principal Document; and (II) The Loan Agreement- Standard Terms and Conditions (the “Loan Agreement”).


All capitalized terms used in this Loan Agreement shall have the meaning ascribed to them in the Loan Agreement- Standard Terms and Conditions.


I. LOAN AGREEMENT- PRINCIPAL DOCUMENT


1. Purpose of the Loan


Borrower hereby undertakes that the amount borrowed from the Lenders under this Loan Agreement shall be used for the purpose stated herein, being the following:

__________________________________________________________________

(the “Purpose”).


Each Lender hereby confirms that the funds committed/used for the purpose of lending and advancing the Loan are from a lawful and genuine source and have not been obtained in an unlawful, unethical or immoral manner.


2. Amount of the Loan


Each Lender has agreed to lend and advance to the Borrower the amount as stated below, for the purpose stated herein.


[Lender1:________________________________________________________.

Lender 2: _________________________________________________________

Lender 3: _________________________________________________________]


3. Loan Period:______________________________________________________.


4. Designated Borrower Account:


________________________________________________________


5. Guarantee


The Loan together with all Interest, further interest, additional interest, liquidated damages, costs, expenses, fees including expenses payable to the Lenders, Escrow Bank, Trustee and/or OMTPL and any other monies stipulated in the Transaction Documents shall, be secured by a guarantee to be provided by ________________________________ (the “Guarantor”)


6. Interest


The interest rate shall be______________________________________________.


7. Late Fee


The late fee shall be charged as per the Terms and Conditions stated on the Website from time to time.


8. Jurisdiction


The Parties agree the courts in Mumbai shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Transaction Documents or the performance thereof.



II. LOAN AGREEMENT- STANDARD TERMS AND CONDITIONS



This Loan Agreement consists of: (I) The Loan Agreement- Principal Document; and (II) The Loan Agreement- Standard Terms and Conditions (the “Loan Agreement”).


1. Definitions and Interpretations


1.1. In these terms and conditions (the “Loan Agreement-Standard Terms”), unless there is anything repugnant to the subject or context thereof, the expressions listed below, if applicable, shall have the following meanings:


“Act” shall mean the (Indian) Companies Act, 2013 or the (Indian) Companies Act, 1956 as the case may be.


“Applicable Law” shall mean, any statute, law, regulation, ordinance, rule, judgment, order, decree, by-law, directive, policy, requirement and/or any governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration having the force of law of any of the foregoing, by any governmental authority having jurisdiction over the matter in question, whether in effect as of the date or thereafter.


“Application Form” shall mean the form submitted by the Borrower on the Website.


“Availability Period” shall have the meaning given to it in Clause 3 (b) of the Loan Agreement- Standard Terms.


“Borrower” shall mean and refers jointly and severally to the Persons who have been sanctioned/granted the Loan by the Lenders, as specified in the Loan Agreement and includes depending on the nature of the Borrower: (a) if the Borrower is a company within the meaning of the Companies Act 1956 or the Companies Act 2013, its successors and permitted assigns; (b) if the Borrower is an individual, his legal heirs, representatives, executors, administrators and permitted assigns; and (c) if the Borrower is a HUF, the Karta acting on behalf of all members of the HUF, all members of the HUF and their respective heirs, executors, administrators and permitted assigns; d) if the Borrower is a partnership, being a firm registered under the Indian Partnership Act 1932, each of its partners and their respective heirs, executors, administrators and permitted assigns or the legal heirs, executors, administrators and permitted assigns of the last surviving partner; and e)if the Borrower is a limited liability partnership incorporated and registered under the provisions of Limited Liability Partnership Act, 2008, its successors and permitted assigns,.


“Business Day” shall mean the day on which the banks are open for business in India.


“Borrowers Escrow Account” shall mean the OHMY Technologies Pvt. Ltd- Borrowers Escrow Account established with the Escrow Agent as per the Escrow Agreement.


“Cheques” shall have the meaning given to it in Clause 3 c)(i) of the Loan Agreement- Standard Terms.



“Credit Bureau” shall mean any credit bureau as authorized and licensed by the Reserve Bank of India (including the Credit Information Bureau (India) Limited (CIBIL), Experian, Equifax, Crif-Highmark).


“Credit score (Bureau Score)” shall mean the score or report as obtained from a recognized Credit Bureau (CIBIL, Experian, Equifax, Crif-Highmark).


“Designated Borrower Account” shall mean the account of the Borrower, details of which are provided in the Loan Agreement- Principal Document, or any other bank account of the Borrower, if such a change is requested by the Borrower in writing and accepted by OMTPL.


“Designated Lender Account” shall mean the account of each Lender, details of which are provided by each such Lender to OMTPL at the time of execution of this Loan Agreement, or any other bank account of any Lender, if such a change is requested by the Lender in writing and accepted by OMTPL.


“Electronic Signature” shall have the meaning ascribed to it under the Information and Technology Act, 2000 and any reference in this Loan Agreement to affixation of an “Electronic Signature” shall mean a reference to affixing the same on a document, as recognized and provided for under the relevant provisions of the Information and Technology Act, 2000 read together with the relevant provisions of the Evidence Act, 1872.


“Effective Date” shall mean the date mentioned in the preamble to the Loan Agreement.


“Escrow Agreement” shall mean the agreement dated 30 June 2017 entered into between OMTPL, the Trustee and the Escrow Agent for the purpose of establishing the Escrow Account.


“Escrow Agent” or “Escrow Bank” shall have the meaning given to it in the Escrow Agreement.


“Escrow Account” shall have the meaning given to it in the Escrow Agreement.


“EMI” shall mean Equated Monthly Installments to be paid by the Borrower as per the repayment schedule set out in Annexure I to thisLoan Agreement.


“Guarantor” shall have the meaning given to it in Clause 5) of the Loan Agreement- Principal Document.


“HUF” shall mean Hindu Undivided Family as represented by the Karta of the HUF.


“Indian Citizen” shall have the meaning given to it in The Citizenship Act, 1955, as amended from time to time.


“Indian Resident” is a person resident in India as defined under clause 2(v) of the Foreign Exchange Management Act, 1999, as amended from time to time. Indian Resident is currently defined as under:

Person resident in India for more than 182 days during the course of preceding financial year but does not include:



A) A person who has gone out of India or who stays outside India, in either case:

(i) for or on taking up employment outside India; or

(ii) for carrying on outside India a business or vocation outside India; or

(iii) for any other purpose, in such circumstances as would indicate his intention to stay outside India for an uncertain period.


B) A person who has come to or stay in India, in either case, otherwise than:

(i) for or on taking up employment in India, or

(ii) for carrying on in India a business or vocation in India, or

(iii) for any other purpose, in such circumstances as would indicate his intention to stay in India for an uncertain period;


“Interest” shall mean interest payable on the Loan at the interest rate agreed to between the Parties, such interest rate being specified in the Loan Agreement.


“KYC Documents” shall mean all documents and information as may be provided by the Borrower to the Lenders and/or OMTPL as may be required by the Lenders, including for the purpose of customer identification, whether required under law or otherwise, including information submitted on the Website.


“Lenders” shall mean collectively the Persons specified as such in the Loan Agreement and shall individually be referred to as the “Lender” and depending on the nature of the Lender: (a) if the Lender is a company within the meaning of the Companies Act 1956 or the Companies Act 2013, its successors and assigns,; (b) if the Lender is an individual, his legal heirs, legal representatives, executors, administrators and assigns; (c) if the Lender is a HUF, the Karta acting on behalf of the HUF and all members of the HUF and their respective heirs, executors, administrators and assigns; d) if the Lender is a partnership, being a firm registered under the Indian Partnership Act 1932, each of its partners and their respective heirs, executors, administrators and assigns or the heirs, executors, administrators and assigns of the last surviving partner,; and e) if the Lender is a limited liability partnership incorporated and registered under the provisions of Limited Liability Partnership Act, 2008, its successors and assigns.


“Lenders Escrow Account” shall mean the OHMY Technologies Pvt. Ltd- Investors Escrow Account established with the Escrow Agent as per the Escrow Agreement.


“Loan” shall mean such amount of the loan/financial assistance which is specified in the Loan Agreement and where there is more than one Lender, Loan shall mean in respect of each Lender, the amount of the loan/financial assistance as specified against the name of such Lender in the Loan Agreement.


“Loan Agreement” shall mean this Loan Agreement consisting of: (a) the Loan Agreement- Principal Document; and (ii) the Loan Agreement- Standard Terms and Conditions.


“Loan Period” shall mean the term/period of the Loan as specified in the Loan Agreement.


“NACH” shall mean National Automated Clearing House as implemented by the National Payments Corporation of India for the purpose of making electronic payments.


“OMTPL”shall mean OHMY Technologies Private Limited including its successors and assigns.



“P2P RBI Master Directions” shall mean the Master Directions on Non-Banking Financial Company- Peer to Peer Lending Platform (Reserve Bank) Directions, 2017 issued by the Reserve Bank of India on 4 October 2017, as amended from time to time.


“Parties” shall mean the Borrower and the Lenders collectively, and Party shall mean any of them, individually.


“Person” shall mean any of the following: an individual, a Karta of a HUF acting on behalf of such HUF, sole proprietorship firm, partnership firm, limited liability partnership (LLP), company, as the case may be.


“Pre-payment” shall mean premature repayment of the Loan in partial or full.


“Privacy Policy” shall mean the privacy policy for the access/use of the Website and/or Services, as available on the Website.


“Purpose” shall have the meaning given to it in Clause 1 of the Loan Agreement- Principal Document.


“RBI” shall mean the Reserve Bank of India.


“Repayment” shall mean the repayment of the principal amount and of the Loan, Interest thereon, any additional interest, commitment and/or any other charges, fees, penalties or other dues payable in terms of the Transaction Documents.


“Services” shall mean the providing of a platform by OMTPL, by means of the Website, for connecting the Borrower and the Lenders to facilitate borrowing and lending on or through the Website and such services that are incidental, ancillary or connected therewith.


“Transaction Documents” shall mean:


the Application Form;

the KYC Documents;

the Loan Agreement;

Terms and Conditions and the Privacy Policy;

Cheques, NACH instructions and any demand promissory note as may be provided by or on behalf of the Borrower; and

any and all writings and other documents executed or entered into between the Borrower and the Lender(s), in relation, or pertaining, to the Loan and each such Transaction Document as amended from time to time.

“Terms and Conditions” shall mean the terms and conditions for the access/use of the Website and/or Services available on the Website as may be updated from time to time.


“Trustee” shall mean Beacon Trusteeship Limited, who has been appointed to act as trustee to operate the Escrow Account pursuant to the Trustee Agreement dated 9 June 2017 entered into between OMTPL and Beacon Trusteeship Limited.


“Website” shall meanwww.omlp2p.com, which is owned by OHMY Technologies Private Limited.




1.2. In this Loan Agreement, unless the contrary intention appears:


Any reference to a particular article, clause, recital, appendix or schedule shall be a reference to that article, clause, recital, appendix or schedule to this Loan Agreement.

Any references in this Loan Agreement to any law, statute or statutory provision include a reference to such law, statute or statutory provision as from time to time amended, modified, re-enacted, extended, consolidated or replaced (whether before or after the date of this Loan Agreement) and to any subordinate legislation made from time to time under the law, statute or statutory provision.

Any references to any gender shall include all genders and references to the singular number shall include the plural number and vice versa.

The Recitals and Schedules to this Loan Agreement shall constitute and form an integral part of this Loan Agreement.

Headings used in this Loan Agreement are for convenience of reference only and shall not affect the interpretation of this Loan Agreement.

References in this Loan Agreement to any Party shall include, or be deemed to be references to (as may be appropriate) its respective successors, personal representatives and permitted assignees or transferees. If the Party is a Lender, then the Lender shall be entitled to, after giving notice to other Lenders but without the consent of the Borrower, assign all or any of its rights, benefits and obligations hereunder.



2. Purpose of the Loan


The Purpose of the Loan shall be as specified in Clause 1 of the Loan Agreement- Principal Document.


3. Agreement and terms of the Loan


a) Amount of Loan


The Lender/s hereby agree to grant to the Borrower a sum not exceeding the amount specified in the Loan Agreement for the Loan Period and the Borrower here by accepts the Loan and agrees to repay the amount along with all Interest, charges, dues, in accordance with the terms and conditions set out in the Transaction Documents.


b) Disbursement of Loan


The Loan or such portion thereof, as agreed to be contributed by each Lender shall be disbursed by the respective Lenders to the Borrower within 2 (two) Business Days of the later of the execution of this Loan Agreement and the successful completion of all the conditions precedent mentioned in the Transaction Documents including receipt of all required KYC Documents from the Borrower and creation and/or perfection of security if any (“Availability Period”) subject to the Borrower complying with the provisions of the Transaction Documents. The obligations of each of the Lenders is several. Failure of a Lender to carry out its obligations hereunder does not relieve the Borrower of its obligations under the Transaction Documents to which it is a party. No Lender is responsible for the obligations of the other Lenders under this Loan Agreement. The rights of each Lender under the Transaction Documents and any security document as applicable, are also separate and independent. A Lender may separately enforce any of its rights arising out of the Transaction Documents and the security documents, if any.


The execution of this Loan Agreement shall commit the Borrower to borrow the amount requested herein unless the Lenders have cancelled the Loan as per the terms of Clause 3 (b) of this Loan Agreement or given a notice of suspension, termination or cancellation pursuant to this Loan Agreement.


Upon successful completion of all the conditions precedent mentioned in the Transaction Documents including receipt of all required KYC Documents from the Borrower and creation and/or perfection of security, if any, each Lender shall, within the Availability Period, transfer by RTGS or any other electronic mode or by way of a cheque, the amount as mentioned in Clause 2 of the Loan Agreement- Principal Document, in immediately available funds in Rupees, into the Lender Escrow Account. The Trustee will release the amounts from the escrow accounts to the Designated Borrower Account within [2] Business Days from the completion of the Availability Period. The withdrawal by the Borrower of any amount disbursed into the Designated Borrower Bank Accounts also an acceptance of the Loan by the Borrower as per the terms and conditions mentioned in the Transaction Documents. The Borrower acknowledges and




understands that the Lender(s) retain the right to cancel the Loan or their contribution thereto, in full or in part, in case of more than one Lender, at their sole discretion at any stage during the Availability Period without any obligation to notify the Borrower. Any undisbursed portion of the Loan shall stand automatically cancelled at the close of normal business hours at the end of the Availability Period. The Borrower further acknowledges and agrees such cancellation shall not result in any responsibility or obligation on any of the Lenders and/or OMTPL, including without limitation, the obligation to arrange any replacement lender. The Borrower further acknowledges and agrees that such cancellation shall not in any manner affect the obligations of the Borrower hereunder and under the Transaction Documents including their obligations to make Repayments as per the terms of the Transaction Documents.


In case of multiple Lenders, the failure of any Lender to make available to the Borrower its contribution to the Loan, in full or in part, shall not relieve any other Lender of its obligation hereunder and under the Transaction Documents to make available to the Borrower its contribution to the Loan in full and no Lender shall be responsible for the failure of any other Lender to make available its contribution to the Loan or any portion thereof.


Notwithstanding anything else provided in the Transaction Documents, in case of any activity being undertaken by the Borrower and/or the Lender(s), which is viewed by OMTPL, at its sole discretion, to be non-compliant with or in breach of any Applicable Law or involving unethical business practices, or against public policy, or to be in violation of its internal policies, OMTPL shall have the right, such right to be exercised at its sole discretion, but not the obligation, to cancel the provision of any Loan through the Website, whether any complaint is received by OMTPL regarding such Borrower and/or Lender(s) or otherwise.


c) Security Interest


The Borrower's obligations to repay the Loan and payment of Interest, charges, fees and all other obligations and liabilities of the Borrower to the Lenders under this Loan Agreement shall be secured in the following manner:


(i) The Borrower shall on the Effective Date provide three (3) signed cheques (“Cheques”) each, in the name of the “OHMY Tech Pvt Ltd Borrower Escrow Ac” of a bank regulated by the RBI to OMTPL. The Cheques shall be provided towards Repayment and shall be for an amount equal to the total EMI amount payable by the Borrower to the Lenders pursuant to this Loan Agreement and shall be drawn in the name of “OHMY Tech Pvt Ltd Borrower Escrow Ac”. The Borrower shall not close this bank account, or make a stop payment request for such Cheques or payment instructions without prior written approval of OMTPL and in case such account is closed with the prior approval as stated above, the Borrower shall prior to such closure, replace the Cheques with fresh cheques in the name of the “OHMY Tech Pvt Ltd Borrower Escrow Ac” to the satisfaction of OMPTL. The Trustee and/or OMTPL shall be entitled to present these Cheques with bank for realization of such Cheques in case the Borrower is in default of payment of any EMI.




(i) If at any time after the Effective Date, any of the Cheques delivered by the Borrower:


(1) is used, lost, destroyed or misplaced, then on the occurrence of such an event, the Borrower on receipt of such an intimation of such use, loss, destruction or misplacement (as the case may be) from the Lenders, the Trustee or from OMTPL (on behalf of the Lenders, deliver to the Lenders, the Trustee or to OMTPL as required in terms of such intimation, such number of cheques as are adequate to replace those that have been used, lost, destroyed, misplaced, within a period of three (03) Business Days from the date of receipt of such information.


(2) becomes non-encashable due to the insolvency of the Borrower then in such an event, the Lenders and/or Trustee and/or OMTPL shall be entitled to institute insolvency proceedings against the Borrower.


(3) becomes non-encashable due to the death of a Borrower then in such an event the Lenders' claims under this Loan Agreement can be settled from the estate of the deceased Borrower, if the estate is solvent.


(i) On the Effective Date, the Borrower shall also execute a demand promissory, in the form set forth at (Schedule I) to this Loan Agreement, infavour of the Lenders. The promissory note can be presented for enforcement by the Lenders and/or Trustee and/or OMTPL only upon the occurrence of an Event of Default.


d) Interest


(i) The Borrower shall be liable to pay Interest in respect of the entire outstanding, unpaid principal balance of the Loan and outstanding interest payments to each Lender at the interest rate specified in the Loan Agreement and as per the repayment schedule set out in Annexure I to this Loan Agreement. The interest rates payable by the Borrower shall be subject to the changes in interest rate directed under any Applicable Law including directions by the RBI from time to time to the extent such Applicable Law and/or directives are applicable to the Loan. The Interest on the Loan shall accrue as from the date the amount of the Loan is credited to the Designated Borrower Account. Such repayments of any of the Loan shall continue until the date of complete Repayment of the Loan and all Interest and all other amounts, accrued and payable in terms of this Loan Agreement are being paid in full. The Borrower further acknowledges that the interest rate may be determined on the basis of the credit score of the Borrower or any other proprietary method to assess the credit worthiness of the Borrower, as deemed appropriate.


(ii) Notwithstanding anything stated in this Loan Agreement, in the first instance the Borrower shall repay, the principal amounts and all other amounts payable with respect to the Loan to each of the Lenders as per




the repayment schedule, commencing from the first repayment date as set out in Annexure I to this Loan Agreement and subject to Clause 3 (d) (iii) below no reduction in the EMI shall be permitted by any of the Lenders, unless mutually agreed by all the Lenders in writing.


(iii) If, for any reason, the amount of the Loan disbursed by the Lenders is less than the Loan, the amounts of EMI shall stand reduced proportionately and shall be payable on the dates as specified in Annexure I to this Loan Agreement.


(iv) Without prejudice to or limiting the rights and remedies available to the Lenders under the Transaction Documents or otherwise under Applicable Law, if the Borrower fails to pay any amount payable by it to the Lenders under the Transaction Documents on their respective due dates, the Borrower shall pay on the defaulted amounts, liquidated damages at the default interest rate, as may be applicable as per the terms and conditions on the Website, from the respective due date until the actual date of payment. For the avoidance of doubt, it is clarified that the liquidated damages payable by the Borrower shall be in addition to the Interest payable by the Borrower.


(v) The Borrower acknowledges that the sums, including but not limited to any late fee, additional interest, liquidated damages stated herein are reasonable and normal and they represent genuine pre-estimates of the loss likely to be incurred by the Lenders in the event of non-payment or deviation by the Borrower.


(vi) The Borrower acknowledges that the Loan provided under this Loan Agreement are for commercial transaction and waives any defences available under usury or other Applicable Law relating to charging of Interest.


e) Mode of payment of Instalment


(i) The Borrower shall transfer by RTGS or NACH or any other electronic mode or by way of deposit of a cheque, as may be permitted for making such transfer under Indian laws, a sum equal to the EMI into the Borrowers Escrow Account as per the repayment schedule set out in Annexure I to this Loan Agreement or if such day is a not a Business Day, then the same will be transferred or deposited on the next Business Day. If the amount transferred or deposited into the Borrowers Escrow Amount is less than the EMI, the amount transferred or deposited by the Borrower into the Borrowers Escrow Account shall be utilized in making payment to each Lender in proportion to their contribution to the Loan. Notwithstanding anything else provided in the Transaction Documents, OMTPL shall have the absolute and unconditional authority and right to change or authorize a change of the repayment schedule of EMI set out at Annexure I to this Loan Agreement, to any other day of the month, with notice to the Borrower and the Lender.



The amounts deposited into the Borrowers Escrow Account shall be distributed by the Trustee between the Lenders for repayment of the Loan by transferring the repayment amounts to the Designated Lender Accounts.


On the failure to pay any portion of the EMI or any interest fee, charges, costs or any other amounts due by the Borrower to the Lenders or any part thereof, on the due date of such payment, the Lenders shall be entitled to exercise all rights available under Applicable Law and/or equity and to also send reminder notices to the Borrower, either directly or through OMTPL and/or any Person acting on its/OMTPL’s behalf.


(ii) Unless otherwise required by the Lenders, any payments due and payable to the Lenders and made by the Borrower shall be appropriated towards such dues in the following order:

(A) firstly, towards costs, charges, expenses and other amounts incurred by the Lenders;

(B) secondly, towards liquidated damages if any, due in terms of the Transaction Documents;

(C) thirdly, towards any additional interest if any, due in terms of the Transaction Documents;

(D) fourthly, towards Interest payment;

(E ) fifthly, towards premium on Pre-payment of the Loan; and

(F) lastly, towards repayment of principal Loan due and payable.


(iii) The late fee will be charged at the rate of mentioned in this Loan Agreement .In case of delayed payments by the Borrower, the monies received from the Borrower shall be appropriated in the following order:


(A) Costs, charges, expenses and other amounts incurred in getting the due payments from the Borrower;

(B) Late fee and penal charges, if any due to the Lenders;

(C) Liquidated damages if any, due in terms of the Transaction Documents;

(D) Additional interest if any, due in terms of the Transaction Documents;

(E) Interest if any, due in terms of the Transaction Documents;

(F) Premium on Pre-payment of the Loan; and

(G) principal Loan due and payable.


(iv) The Borrower shall be responsible for payment of all taxes (whether payable during the tenor of this Loan or thereafter), charges duties, costs and expenses including the stamp duty in respect of this Loan Agreement or the transaction contemplated therein.


(v) In the event that the Borrower does not deposit or pay any EMI or Interest or charges or any part thereof, by the stipulated due date, or upon the occurrence of any Event of Default, in addition to any other right available under the Transaction Documents, the Trustee and/or OMTPL is entitled to deposit any of the Cheques provided by the Borrower, without any requirement to give notice or intimation to the Borrower. The



Borrower understands and unconditionally waives any notice or intimation for deposit of such Cheques.



(vi) If any of the Cheques delivered by the Borrower is used by the Trustee pursuant to Clause 3 (e) (iv), then upon the occurrence of such an event. the Borrower on receipt of such notification, shall deliver to the Trustee or to OMTPL freshly issued Cheques to replace those that have been, used within a period of fifteen (15) Business Days from the date of receipt of such notification.


(vii) In addition to any other rights available under Applicable Law and the Transaction Documents, the Borrower shall be liable to pay penalty charges and any other charges levied by the Lenders and/or OMTPL on account of cheque bouncing or on return of any cheques/ dishonour of NACH issued by the Borrower pursuant to the Transaction Documents.


(viii) It is agreed and understood by the Borrower that failure to deposit the Cheques due to any reasons whatsoever will not affect the liability of the Borrower to repay the Loan.


f) Pre-payment of Loan


The Borrower, after a period of three months from the date of disbursement of the Loan to the Designated Borrower Account, can at time prepay the Loan and there is no penalty for the same. Pre-payment can be done in partial or full without any charges accruing to the Borrower after expiry of three months from the date of disbursement of the Loan to the Designated Borrower Account. The Borrower can prepay the Loan at anytime before expiry of the three months from the date of disbursement of the Loan to the Designated Borrower Account, provided the Borrower pays Interest for the three month period.


4. Security


The Loans together with all Interest, further interest, additional interest, liquidated damages, costs, expenses, fees including expenses payable to the Lenders, Escrow Bank, Trustee and/or OMTPL and any other monies stipulated in the Transaction Documents shall, in the form and manner satisfactory to the Lenders, be secured by a guarantee, if so specified in this Loan Agreement.

The Borrower shall, in form and substance as stated in this Loan Agreement, do all such acts and deeds, including without limitation, filing and registering any document, as may be required to create the security as set out in sub-Clause 4)(a) above read together with Clause 4 of the Loan Agreement- Principal Document, and the security shall be duly perfected and duly registered in accordance with Applicable Law.

The security specified in sub-Clause 4)(a) above read together with Clause 5 of the Loan Agreement- Principal Document, shall be created and perfected, on or before (Not applicable) Business Days from the execution of this Loan Agreement.



Provided however that, the Borrower shall procure that the Guarantor shall execute the deed of guarantee, simultaneously with the execution of this Loan Agreement.


5. Representations and warranties of the Parties


a) Each Party makes the following representations and warranties with respect to itself, and confirms that they are, true, correct and valid:


Each Party and the Guarantor is an Indian Resident and an Indian Citizen, and they have full power and authority to enter into, deliver and perform the terms and provisions of each of the Transaction Documents and, in particular, to exercise its rights, perform the obligations expressed to be assumed by and make the representations and warranties made by them thereunder.

If the Borrower and/or Guarantor is an individual, then each such party represents that he is 21 years of age or above and if any Lender is an individual, then such Party represents that he is 18 years of age or above.

If any of the Parties is a company, then such Party also represents that it is duly organized and validly existing company incorporated in India under the Act.

The obligations of each Party under the Transaction Documents are legal and valid binding on it and enforceable against it in accordance with the terms hereof.

The Parties and the Guarantor have the legal competence and capacity to execute and perform the Transaction Documents.

Each Party shall ensure compliance with all Applicable Law and regulations in compliance with or performance of the terms and provisions of the Transaction Documents. Each Party is entering into the Transaction Documents and the transaction(s) contemplated therein in compliance with the P2P RBI Master Directions.

b) The Borrower hereby represents that the Borrower and the Guarantor/security provider, if any, under this Loan Agreement, are solvent and have not become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency law, or winding up and no such proceedings are threatened to be initiated against the Borrower or the Guarantor or any security provider.


c) The Borrower hereby represents and warrants that the aggregate loans taken by the Borrower, across all peer to peer lending platforms, is and shall continue to be within the cap of Rs. 10,00,000 (Rupees ten lakhs only) provided in the P2P RBI Master Directions.


d) Each Lender hereby represents that the funds used for the purpose of lending and advancing the Loan have been obtained from a lawful and genuine source and have not been obtained in an unlawful, unethical or immoral manner. Each




Lender also represents that he is not a money-lender under Applicable Law relating to money-lending in India.


e) Each Lender hereby represents that the exposure of such Lender to the Borrower, across all peer to peer platforms, is within the cap of Rs. 50,000 (Rupees fifty thousand only) provided in the P2P RBI Master Directions.


f) Each Lender hereby represents and warrants that the aggregate exposure of such Lender to all borrowers, across all peer to peer platforms, is and shall continue to be within the cap of Rs. 10,00,000 (Rupees ten lakhs only) provided in the P2P RBI Master Directions.


6. Covenants by the Parties


a) Each individual Lender and the Borrower covenant to each other and to OMTPL and agree:


that they have read this Loan Agreement, the Terms and Conditions, Privacy Policy, the Transaction Documents and other material available on the Website and this Loan Agreement, the Terms and Conditions, Privacy Policy, the Transaction Documents and other material available on the Website has been explained to them in the language understood by them and they have understood the entire meaning of all the clauses, and hereby confirm that they are legally bound by the all of the aforesaid documents and material.

that the information and financial details submitted by them on the Website are factually true, correct and complete.

that they understand and agree that OMTPL through its Website only facilitates the meeting of the lenders and the borrowers and is not responsible or liable in any way for the accuracy of any information provided on the Website by lenders and borrowers, for the lending or repayment of any loans availed by the borrowers.

that OMTPL is not responsible in any manner in relation to the acts or omissions of the Borrower and/or the Lender(s).

that OMTPL has absolute and unconditional authority and right to change or authorise a change of the repayment schedule of EMI set out at Annexure I to this Loan Agreement, to any other day of the month, with notice to the Borrower and the Lender(s).

that OMTPL at its sole discretion, has absolute and unconditional authority and right to require a change of the Designated Borrower


________________________________________________________






Account and/or the Designated Lender Accounts by sending a written notice to the Borrower and/or Lender(s) as the case may be.



b) The Borrower further covenants, agrees and undertakes:


(i) to utilize the entire Loan for the Purpose and not to utilize the loan for any unlawful purpose;


(ii) to promptly notify any event or circumstances, which might operate as a cause of delay in the completion of the transactions contemplated under the Transaction Documents;


(iii) to provide accurate and true information;


(iv) to repay the required funded amount without any failure;


(v) to maintain sufficient balance in the account of the drawee bank for payment of EMIs and the Cheques issued by them on the day when any installment becomes due and thereafter to honour all such post-dated cheques;


(vi) to due performance of all the terms and conditions provided under the Transaction Documents;


that it agrees and accepts that a copy of this Loan Agreement shall be uploaded on the Website once it has been executed by the Parties and physical copies of the executed Loan Agreement shall not be provided to the Borrower;


and explicitly authorizes OMTPL to access their credit score either directly or through any other lending or financing institute;


to bear the collection charges, if any, incurred by the Lenders, the Trustee, OMTPL and/or any other Person on their behalf;


to do all acts, deeds and things essential to act in compliance with the P2P RBI Master Directions, including without limitation executing power/s of attorney and/or other documents/writings in favour of OMTPL;


to pay and discharge all taxes imposed on it including all taxes the Borrower has agreed to pay pursuant to any Transaction Documents and shall file all returns relating thereto. The Borrower shall also pay or arrange for payment of all duties, fees or other charges payable on or in connection with the execution, issue, delivery, registration, or notarization, or for the legality, or enforceability, of this Loan Agreement, the other Transaction Documents and any other document related to this Loan Agreement; and


to indemnify and hold Lender and OMTPL harmless from and against any and all claims, action, liability, cost, loss, damage, accrued to




OMTPL arising out of any Events of Default under Clause 7 of this Loan Agreement and/or breach/ violation of the Transaction Documents by the Borrower and/or breach/violation of the Terms and Conditions by the Borrower and/or non-compliance by the Borrower with Applicable Law, rules and regulations or agreements prevailing from time to time.



c) The Lenders further covenant, agree and undertake:


(i) to provide accurate and true information;


(ii) to fund the amount specified against their name in the Loan Agreement- principal Document to the Borrower by making necessary transfer to the Lender Escrow Account;


(iii) due performance of all the terms and conditions provided under Transaction Documents;


(iv) to do all acts, deeds and things essential to act in compliance with the P2P RBI Master Directions, including without limitation executing power/s of attorney and/or other documents/writings in favour of OMTPL; and


(v) to indemnify and hold OMTPL harmless from and against any and all claims, action, liability, cost, loss, damage, accrued to OMTPL arising out of any Event of Default under sub-Clause 7 e) of this Loan Agreement and/or breach/violation of the Transaction Documents by the Lender(s) and/or breach/violation of the Terms and Conditions by the Lender(s) and/or non-compliance with Applicable Law, rules and regulations or agreements prevailing from time to time.


7. Events of default


The following events shall constitute 'Events of Default' under this Loan Agreement:


a) The Borrower failing to repay the Loan or any Interest, fee, charges, or costs in the manner herein contained or any other amount due hereunder remains unpaid after the date on which it is due; or


b) In case of death of the Borrower or the Borrower becomes insolvent or bankrupt; or


c) Any of the Cheques delivered or to be delivered by the Borrower in terms and conditions hereof is not realized for any reason whatsoever on presentation; or any instruction being given by the Borrower for stop payment of any Cheques for any reason whatsoever; or


d) On the Borrower committing breach of any of the terms, covenants and conditions contained in the Transaction Documents or any information given or representations made by the Borrower under the Transaction Documents being found to be inaccurate or misleading;




e) Termination of registration of any Borrower or Lender on the Website as envisaged in the Terms and Conditions, thereby constituting termination of relationship between OMTPL and such Borrower and/or Lender. It is hereby clarified that, upon any assignment or transfer of the Website by OMPTL to its successors or assigns or any third parties generally, all aspects of operation of the Website/platform and all matters pertaining thereto, including without limitation all Transaction Documents executed by and between all Lenders and Borrowers and all transactions contemplated thereunder, shall continue to be legally valid and subsisting and effective; or


f) There exists any other circumstance, at the Lenders discretion, which may jeopardize the Lenders’ interest.


8. Consequence of default


a) On the happening of any of the Events of Default, the Lenders either individually or collectively, and/or OMTPL (acting on behalf of the Lenders, at its sole discretion and subject to Applicable Law) and/or any Person acting on their behalf may, at their discretion, by a notice in writing to the Borrower and without prejudice to any other rights and remedies available to Lenders under thisLoan Agreement and/or any other Transaction Document or otherwise call upon the Borrower to pay all the Borrower’s dues in respect of the Loan.


b) On the happening of any of the Events of Default, the Trustee and/ or OMTPL shall be entitled to present the Cheques with a bank for realization of such Cheques against all dues and amounts payable by the Borrower under the Transaction Documents.


c) On the happening of any of the Events of Default, the Lenders, either individually or collectively, and/or OMTPL (acting on behalf of the Lenders, at its sole discretion and subject to Applicable Law) shall have the right to take such necessary steps as permitted by Applicable Law against the Borrower to realize the amounts due along with the Interest and other fees / costs as agreed in the Transaction Documents including appointment of collection agents, attorneys and/or consultants, as it thinks fit.


d) In the event of the Borrower committing default in the repayment of EMI or any portion thereof or any amounts due and payable in respect of the Loan or upon the occurrence of any Events of Default, the Lenders shall have an unqualified right to disclose the name of the Borrower and its directors, if any, to any governmental, legislative, executive, administrative, judicial or regulatory authority, body or agency including the RBI and Credit Bureau.


The Borrower declares that the information and data furnished by the Borrower to the Lenders and/or to the Trustee and/or to OMTPL is updated, true, correct and complete and further agrees and undertakes that:


(i) OMTPL is authorized to access the Borrower’s credit information, undertake credit assessment and risk profiling of the Borrower and disclose the same to the Lenders;




(ii) Credit Bureau and any other agency so authorized may access, use, process the said information and data disclosed by the Lenders in the manner as deemed fit by them; and


(iii) Credit Bureau, and any other agency so authorized may furnish for consideration, the processed information and date or products thereof prepared by them, to banks/financial institutions and other credit grantors or registered users, as may be specified by the RBI in this behalf.


9. Lien and Set-Off


The Lenders shall have the right of lien and set-off, which the Lenders may at any time without prejudice to any of its specific rights under any other agreements, at its sole discretion and without notice to the Borrower, utilize to appropriate any moneys belonging to the Borrower and lying/deposited with the Lenders or due by the Lenders to the Borrower, towards any of the Lenders’ dues and outstanding amounts under or in respect of a loan facility, including any charges/fees/dues payable under this Loan Agreement.


10. Notices



Except as otherwise expressly provided herein, all notices and other communications provided at various places in this Loan Agreement shall be in writing.


Any such notice or other written communication shall be deemed to have been served:


a) if delivered personally, at the time of delivery;


b) if sent by registered letter when the registered letter would, in the ordinary course of post, be delivered whether actually delivered or not;


c) if sent by courier service, (i) two (2) Business Day after deposit with an overnight courier if for inland delivery and (ii) 5 (five) Business Days after deposit with an international courier if for overseas delivery;


d) if sent by facsimile transmission or electronic mail, at the time of transmission (if sent during business hours) or (if not sent during business hours) at the beginning of business hours next following the time of transmission in the place to which the facsimile was sent.


In proving such service it shall be sufficient to prove that personal delivery was made or in the case of prepaid recorded delivery, registered post or by courier, that such notice or other written communication was properly addressed and delivered or in the case of a facsimile message or electronic mail, that an activity or other report from the sender’s facsimile machine or transmitting device can be produced in respect of the notice or other written communication.


All correspondence shall be addressed to the address as mentioned in the description of Parties appearing in this Loan Agreement unless a different address is notified by such Party in writing to the other Parties.



11. Severability


If any provision of this Loan Agreement is found to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remainder of this Loan Agreement shall continue in effect.


12. Governing law, dispute resolution and jurisdiction


a) The Parties agree the courts as specified in this Loan Agreement shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Transaction Documents or the performance thereof and accordingly, any suit, action or proceeding arising out of the Transaction Documents or the performance thereof may be brought in such courts or tribunals and the Parties irrevocably submits to and accepts the jurisdiction of those courts or tribunals.


b) The Transaction Documents and the arrangements contemplated hereby shall in all respects be governed by and construed in accordance with the laws of India without giving effect to the principles of conflict of laws thereunder.


13. Force majeure


No Party shall be liable to the other if, and to the extent, that the performance or delay in performance of any of their obligations under this Loan Agreement is prevented, restricted, delayed or interfered with, due to circumstances beyond the reasonable control of such party, including but not limited to, Government legislation's, fires, floods, explosions, epidemics, accidents, acts of God, wars, riots, strikes, lockouts, or other concerted acts of workmen, acts of Government and/or shortages of materials. The Party claiming an event of force majeure shall promptly notify the other Parties in writing, and provide full particulars of the cause or event and the date of first occurrence thereof, as soon as possible after the event and also keep the other Parties informed of any further developments. The Party so affected shall use its best efforts to remove the cause of non-performance, and the Parties shall resume performance hereunder with the utmost dispatch when such cause is removed.


14. Binding effect


All warranties, undertakings and agreements given herein by the Parties shall be binding upon the Parties and upon its legal representatives and estates. This Loan Agreement (together with any amendments or modifications thereof) supersedes all prior discussions and agreements (whether oral or written) between the parties with respect to the transactions contemplated hereunder.


15. Entire agreement


a) This Loan Agreement has been generated by the Website electronically in such form and content as approved by the Parties, by the Parties following prescribed procedures on the Website and such aforesaid approval of Parties on the Website constitutes an approval of all terms and conditions herein contained.




b) This Loan Agreement together with the Transaction Documents constitutes the entire agreement between the Parties.


c) In the event of any inconsistency between the provisions of the Terms and Conditions, the Privacy Policy, and this Loan Agreement, the provisions of the Terms and Conditions shall prevail.


d) The provisions of this Loan Agreement shall have an overriding effect over the provisions of the Escrow Agreement and in the event of any conflict between the provisions contained in the Escrow Agreement and the provisions contained in this Loan Agreement, the provisions contained in this Loan Agreement shall prevail.


16. Miscellaneous


a) Amendments and Waivers


The Lenders reserve the right to modify/revise/add any of the terms and conditions of this Loan Agreement, pertaining to the Loan, as they deem fit. No waiver of any provisions, condition or covenant of the Transaction Documents shall be effective as against the waiving party unless such waiver is in writing signed by the waiving party.


b) Language


English shall be used in all correspondence and communications between the Parties.


c) Cumulative Rights


All remedies of the Lenders under this Loan Agreement whether provided herein or conferred by statute, civil law, common law, custom, trade, or usage are cumulative and not alternative and may be enforced successively or concurrently.


d) Benefit of this Loan Agreement


This Loan Agreement shall be binding upon inure to the benefit of each Party thereto and its successors or heirs, administrators, as the case may be.


e) Costs


All costs and expenses of with respect to execution of the Loan Agreement and security documents, if any, shall be borne by the Borrower.


Stamp duty and similar duty or payments, if any, payable with respect to the Loan Agreement and the security documents, if any, shall be borne entirely by the Borrower.


e) Delays/Omissions




Any delay in exercising or omission to exercise any right, power or remedy accruing to the Lenders and/or the Escrow Agent and/or the Trustee and/or OMTPL under these Transaction Documents or other document shall not impair any such right, power or remedy and shall not be construed to be a waiver thereof or any acquiescence in any default; nor shall the action or inaction of the Lenders and/or the Escrow Agent and/or the Trustee and/or OMTPL in respect of any default or any acquiescence in any default, affect or impair any right, power or remedy of the Lenders and/or the Escrow Agent and/or the Trustee and/or OMTPL in respect of any other default.



f) Counterparts and Execution



This Loan Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument and any Party may execute this Agreement by signing any one or more of such originals or counterparts.



The Parties agree that:



each Part shall execute this Loan Agreement, within 24 hours of the same being generated/provided by the Website, as envisaged at Clause 15(a) hereof;


each Party may execute this Loan Agreement, either by affixing an Electronic Signature on an electronic copy of this Loan Agreement or by affixing a physical signature on a hard copy of this Loan Agreement as per its convenience and further agree that regardless of which of the aforesaid methods of affixation of signatures is employed by any Party, such Party shall be deemed to have duly affixed its signature and to have validly executed this Loan Agreement.


Where physical signature is affixed, facsimile transmission of an executed signature page of this Agreement or email attaching a scanned copy of executed signature page of this Agreement, shall constitute due execution of this Agreement by such Party and shall be sufficient evidence of the execution hereof.



17. Acceptance



The Parties hereby declare that each Party is responsible/liable for its own actions/decisions, and it has made its own independent decisions to enter into the transactions contemplated herein and/or the Transaction Documents. It is not relying on any communication (written or oral) of the other Party or OMTPL as advice or as a recommendation to enter into the transactions contemplated under this Loan Agreement and/or the Transaction Documents, it being agreed that any provisions/contents of the Terms and Conditions and/or Privacy Policy and/or any other Transaction Document shall not be considered advice or a recommendation to avail of the Loan and/or enter into any transaction and hereby agree that it is solely responsible/liable for all risks associated with the transactions contemplated under this Agreement and/or any other Transaction Document.



Schedule I


[to insert format for DPN]



Annexure I


[to insert repayment schedule including details of EMIs]




Annexure II


[[●], a company incorporated under the Companies Act, 1956 and a banking company within the meaning of Section 5 (c) of the Banking (Regulation) Act, 1949 and having its registered office at [●] and having its branch office among other places at ____________ (hereinafter referred to as the “Lender [●]” which expression shall, unless repugnant to or inconsistent with the subject or context, mean and include its successors and assigns) of the FIRST PART],

[AND]

[[●], a company incorporated under [the Companies Act, 1956/the Companies Act, 2013] and a non-banking financial company within the meaning of Section 45 I (f) of the Reserve Bank of India Act, 1934 and having its registered office at [●] (hereinafter referred to as the “Lender [●]” which expression shall, unless repugnant to or inconsistent with the subject or context, mean and include its successors and assigns) of the FIRST PART],

[AND]

[M/S [•], a firm registered under the Indian Partnership Act 1932, having its office at [•], (hereinafter referred to as "Lender [●]" which expression shall unless repugnant to or inconsistent with the subject or context, mean and include all its partners and their respective heirs, executors, administrators and assigns or the heirs, executors, administrators and assigns of the last surviving partner) of the FIRST PART],

[AND]

[[●], a limited liability partnership incorporated and registered under the provisions of Limited Liability Partnership Act, 2008, bearing registration number [●] and having its registered office at [●] (hereinafter referred to as the “Lender [●]” which expression shall, unless repugnant to or inconsistent with the subject or context, mean and include its successors and assigns) of the FIRST PART.]

[AND]

[Mr/Ms/Mrs. [●],bearing PAN [●], son of/daughter of [●], an adult Indian Citizen and Indian Resident, residing at [●] (hereinafter referred to as "Lender [●]", which expression shall, unless it be repugnant to or inconsistent with the subject or context, mean and include the legal heirs, legal representatives, executors, administrators and assigns)of the FIRST PART],

[AND]

[Mr. [•], an adult Indian Citizen and Indian Resident, residing at [•] in his capacity as Karta of and representing all the coparceners, viz. Mr. [•], Mrs. [•], Ms. [•] and Mr. [•],all constituting a joint Hindu undivided family (HUF) (hereinafter referred to as "Lender [●]", which expression shall, unless it be repugnant to or inconsistent with the subject or context, mean and include all persons being from time to time the coparceners of the HUF and their respective heirs, executors, administrators and assigns)of the FIRST PART],



[Lender [●], Lender [●] and Lender [●] shall be collectively referred to as the “Lenders” and individually be referred to as the “Lender”.]


IN WHEREOF the Parties have executed this Loan Agreement as of the day and year first above written:



For Borrower




Signature:



Name:


Title:


(Authorised signatory)


Date:


For Lender[please insert name]




Signature:



Name:


Title:


(Authorised signatory)


Date:




For Lender[please insert name]




Signature:



Name:


Title:


(Authorised signatory)


Date:



Promissory Note


Date: _________________


To,


Investor,


Address 1,


Address 2,


Address 3,





ON DEMAND, I, Borrower 1, the Borrower unconditionally promise to pay [Investor Name], the lender at Kolkata or at such other place as the lender may designate, the principal sum of Rs. [20000/-] {Twenty thousand Only} with interest thereon, from the date hereof through and including the dates of payment, at interest calculated at 18% (Eighteen percent) per annum. This amount cannot exceed the amount due to the Lender from the Borrower as per the repayment schedule set forth in the loan agreement between the Borrower and the Lender "Loan Agreement". The Borrower does hereby acknowledge that time is of the essence hereof, and unconditionally promise, that for any principal and interest sum due under this Promissory Note if not received by the Lender within three (3) days after the date the Lender make demand for payment of such sum, the Borrower shall pay in addition to the amount of such sum a late payment charge of 27.00% (Twenty-seven Point Zero Zero percent) per annum over and above the applicable rate of interest of such sum until realization.

This is the Promissory Note issued pursuant to the Loan Agreement. For the avoidance of doubt, this Promissory Note can be presented by the Lender only upon the occurrence of an Event of Default and the amount payable under this Promissory Note represents the liabilities of the Borrower under the Loan Agreement and shall not in any event exceed the liabilities of the Borrower thereunder. Further any amounts paid under this Promissory Note shall reduce the corresponding liabilities of the Borrower under the Loan Agreement

Capitalized terms used herein but not defined shall have the same meanings given to them in the Loan Agreement


[Borrower Name] Date_____________



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