Inventory Funding Pre-Document

Application Form
Inventory Funding Agreement

Post-Documents
 ON STAMP PAPER

NOTE:
@PLEASE TAKE THE INITIALS OF AUTHORISED PERSON ON THE LEFT HAND SIDE OF EVERY PAGE OF LOAN
AGREEMENT WHERE IT IS MARKED AS

@PLEASE TAKE THE SIGNATURE OF THE AUTHORISED PERSON WITH RUBBER STAMP IN BORROWER COLUMN
AND TAKE SIGNATURE OF AUTHORISED PERSON + SIGNATURE OF CO-BORROWER ON THE CO-BORROWER
COLUMN IN BOTTOM OF EVERY PAGE OF LOAN AGREEMENT WHERE IT IS MARKED AS

LOAN AGREEMENT

THIS AGREEMENT is made at _______________________________on this _________________day of _______________, 200__.

BETWEEN__________________________________________, a company incorporated under the Companies Act, 1956 having its
registered office at_____________________________________ _____________(hereinafter referred to as “Borrower”) (which
expression shall unless it be repugnant to the context or meaning thereof mean and include its successors and assigns);
_____________________________________ _____________(hereinafter referred to as “Borrower”) (which expression shall unless
it be repugnant to the context or meaning thereof mean and include its successors and assigns);
OR
1)____________________________________S/o___________________________________,
2)___________________________________, S/o___________________________________,
3)___________________________________,S/o____________________________________,
4)___________________________________,S/o____________________________________,
5)___________________________________,S/o____________________________________,
Indian Inhabitants carrying on business in partnership in the firm name & Style of M/s ____________________________
_______________________ duly registered with the Registrar of Firms vide Registration No._______________________
dated______________________ and having office at _____________________________________________________________
_____________________________________________________________(hereinafter referred to as the “Borrower”) (which
expression shall unless it be repugnant to the context or meaning thereof mean and include the partners or partner for the time
being of the said firm, the survivors or survivor of them and the heirs , executors and administrators of the last surviving partner);
OR
_________________________________________________________ a Hindu Undivided Family (HUF) carrying on business at
______________________________ through its Karta Mr. ____________________________________, Indian Inhabitant for self
and as Karta of the HUF (hereinafter referred to as “Borrower”) (which expression shall unless it be repugnant to the context or
meaning thereof mean and include all the members for the time being of the joint family and their heirs, executors, administrators
an assigns);
OR
_____________________________________________, Indian Inhabitant carrying on business as Sole Proprietor in the firm name
& style of ___________________________________________ at ___________________________________________________.
(hereinafter referred to as the “Borrower”) (Which expression shall unless it be repugnant to the context or meaning thereof mean
and include his/her heirs, executors, administrators and assigns);
OR PLEASE TAKE SIGNATURE OF
TAKE THE SIGNATURE OF AUTHORISED PERSON &
AUTHORISED PERSON WITH CO-BORRORWER WITHOUT
RUBBER STAMP RUBBER STAMP
Borrower _______________________ Co-Borrower _______________________
Mr./Ms. _______________________________________, son of/wife of/daughter of____________________ _______________,
resident of _____________________________________________________ (hereinafter referred to as “Borrower”) (Which
expression shall unless it be repugnant to the context or meaning thereof mean and include his/her heirs, executors, administrators
and assigns); of the ONE PART;
AND
*________________________________________, a company incorporated under the Companies Act, 1956 having its registered
office at______________________________________________ _____________(hereinafter referred to as “Co -Borrower”)
(which expression shall unless it be repugnant to the context or meaning thereof mean and include its successors and assigns);
OR
1)____________________________________S/o_____________________________________,
2)____________________________________S/o_____________________________________,
3)____________________________________S/o_____________________________________,
4)____________________________________S/o_____________________________________,
5)____________________________________S/o_____________________________________,
Indian Inhabitants carrying on business in partnership in the firm name & Style of M/s __________________________
_______________________ duly registered with the Registrar of Firms vide Registration No._______________________
dated__________________ and having office at __________________________________________________________________
_____________________________________________________________(hereinafter referred to as the “Co -Borrower”) (which
expression shall unless it be repugnant to the context or meaning thereof mean and include the partners or partner for the time
being of the said firm, the survivors or survivor of them and the heirs , executors and administrators of the last surviving partner);
OR
______________________________________________________ a Hindu Undivided Family (HUF) carrying on business at
_____________________________________ through its Karta Mr. ________________________________________, Indian
Inhabitant for self and as Karta of the HUF (hereinafter referred to as “Co -Borrower”) (which expression shall unless it be repugnant
to the context or meaning thereof mean and include all the members for the time being of the joint family and their heirs, executors,
administrators an assigns);
OR
____________________________________________, Indian Inhabitant carrying on business as Sole Proprietor in the firm name &
style of _______________________________________________ at ______________________________________
_____________________ (hereinafter referred to as the “Co -Borrower”) (Which expression shall unless it be repugnant to the
context or meaning thereof mean and include his/her heirs, executors, administrators and assigns);
OR
Mr./Ms. _______________________________________, son of/wife of/daughter of___________________ _______________,
resident of __________________________________________________________________________________________
__________________________(hereinafter referred to as “Co -Borrower”) (Which expression shall unless it be repugnant to the
context or meaning thereof mean and include his/her heirs, executors, administrators and assigns);
of the SECOND PART;
[*strike off if not applicable]
AND
RELIANCE CAPITAL LIMITED, a non banking company incorporated under the Companies Act, 1956 and having its registered office
at ______________________________________________________________________________________________________
_________________________________________ interalia a branch office at ___________________________________________
(hereinafter referred to as the “RCL”) (which expression shall unless it be repugnant to the context or meaning thereof mean and
include its successors and assigns) of the OTHER PART;
It is hereby clarified that the term Borrower defined herein shall also include the term Co-Borrower.
WHEREAS the Borrower is in the business of sale of Cars ("the Vehicles") manufactured by ______________________
_______________________ (Name of the Manufacturer) hereinafter referred to as "the Manufacturer", and is its authorised dealer.
AND WHEREAS the Borrower has approached RCL with a request to grant a revolving loan facility as inventory funding for the
purpose of purchasing the Vehicles from the Manufacturer.
AND WHEREAS RCL agrees to grant and the Borrower agrees to avail/ borrow a Revolving Loan facility upto
MANDATORY
Rs._________________________ MANDATORY
(Rupees _______________________________________________ Only) (hereafter referred to
as “Facility”) as inventory funding/Trade advance for the purpose of purchase of the Vehicles by the Borrower from the
Manufacturer for sale to the retail purchasers during the course of business on the terms and conditions contained herein.

Borrower _______________________ Co-Borrower _______________________

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
TERMS AND CONDITIONS
1. LOAN FACILITY
1.1. RCL agrees to grant and the Borrower agrees to avail from RCL the Facility upto Rs.___________________/- MANDATORY
MANDATORY
Rupees_______________________________________________________ Only) (hereinafter referred to as the “Facility”) to be
utilised as inventory funding for purchasing of the Vehicles from the Manufacturer. The Facility may be increased or decreased by RCL
at its sole and absolute discretion from time to time.
1.2. The Borrower shall, within _____________________days from the date of disbursement of the Facility liquidate/repay the Facility.
Upon such liquidation/repayment and if so requested by the Borrower, RCL may at its sole and absolute discretion disburse the
Facility to the Borrower on a revolving basis, to be liquidated within ___________days from the date of disbursement, till the expiry of
the tenure of this Agreement.
1.3. The Borrower shall ensure to maintain a _______% margin in respect of each Vehicle booked by utilizing the proceeds (whole or part)
of this Facility.
1.4. RCL shall disburse the Facility directly to the Manufacturer for and on behalf of the Borrower and every such disbursement shall be
deemed to be a disbursement made to the Borrower under this Agreement. The Borrower agrees and acknowledges that the receipt
issued by the Manufacturer shall be deemed to be issued by the Borrower and shall be an effectual receipt and discharge by the
Borrower in favour of RCL.
1.5. The Borrower shall forward to RCL a weekly advise detailing the inventory of the Vehicles sold to the purchasers, the amounts
received thereon and the amount remaining unutilised under the Facility.
2. NATURE OF FACILITY
2.1. The Borrower shall utilise the Facility only for the purpose mentioned herein and for no other purpose. The Borrower shall repay
/liquidate the Facility in the manner as provided in this Agreement.
2.2. Notwithstanding anything stated elsewhere in this Agreement, the continuation of the Facility shall be at the sole and absolute
discretion of RCL. RCL may at any time in its sole and absolute discretion and without assigning any reason recall the Facility and call
upon the Borrower to repay the outstanding amount under the Facility and thereupon the Borrower shall within 48 hours of being so
called upon, repay the whole of the outstanding Facility to RCL without any delay or demur.
3. TENURE
3.1. The tenure of this Agreement is for a period of three (3) years from the date of this Agreement.
4. INTEREST
4.1. The Facility shall carry an interest @______% p.a. calculated on the monthly rests outstanding amount of the Facility.
4.2. The rate of interest shall be subject to change as per Reserve Bank of India guidelines and/or RCL's policy and/or any other statutory
and regulatory requirements as may be in force from time to time and the same shall be binding on the Borrower. Any future tax or
levy imposed by a Central, State or local government or other parameters and variables may also be taken into account by RCL before
varying the rate of interest.
4.3. No disputes whatsoever shall entitle the Borrower to withhold the repayment of principal, interest and other dues/outstanding
payable under this Agreement.
5. ADDITIONAL INTEREST
5.1. Without prejudice to the terms and conditions aforementioned and the other rights of RCL, if the Borrower defaults in the payment of
any due(s)/ charges(s)/ cost(s)/ expense(s) to RCL under this Agreement, the Borrower shall be liable to pay additional interest
@__________% p.a., over and above the agreed rate of interest or in the same proportion, in case the rate of interest varies in terms
of clause 4 above, from the date of default till the repayment and/or realisation by RCL.
5.2. It is, however, understood that this clause shall not entitle the Borrower to delay the timely repayment of interest and other charges
as stipulated in this Agreement and adherence to the repayment schedule shall be the essence of this Agreement.
6. SECURITY
In consideration of the Facility and as security for repayment to RCL of all dues under this Agreement including costs, interests,
charges and expenses which RCL may incur or suffer as a result of this Agreement, the Borrower shall create/provide the following
securities:
6.1. The Borrower shall execute a Demand Promissory Note together with the Letter of Continuity for the amount of the Facility in favour
of RCL.
6.2. The Borrower undertakes to provide/furnish the Personal Guarantee of Mr.___________________________________ or a Corporate
Guarantee of ____________________________________________________in favour of RCL before disbursement of the Facility.
6.3. The Borrower undertakes to irrevocably and unconditionally instruct the Manufacturer to mark an exclusive lien on the Vehicles in
favour of RCL and record the same in the Borrower's books of account and also on the invoices raised by the Manufacturer. The
Borrower shall not pledge, hypothecate, charge or encumber or in any manner part with the possession of the Vehicles, except sale of
the Vehicles in the ordinary course of Borrower's business.
6.4. The Borrower hereby irrevocably and unconditionally authorises RCL to cancel the bookings/indents of the Vehicles at the absolute
discretion of RCL without any recourse or reference to the Borrower. The Borrower undertakes to issue irrevocable instructions to the
Manufacturer to, inter-alia, refund any/all the amounts in the event of cancellation of bookings/indents of the Vehicles directly to
RCL and undertakes to furnish a confirmation to this effect from the Manufacturer.

Borrower _______________________ Co-Borrower _______________________

6.5. The Borrower has delivered / agrees to deliver to RCL as and when called upon to do so post dated cheque/s to the extent of the
Facility amount. The Borrower agrees and acknowledges that submission of such cheque/s shall be deemed to be an unconditional
and irrevocable authority given by the Borrower to RCL to present the cheque/s for payment and the Borrower warrants that the
cheque/s will be honoured on the first presentation.
6.6. The Borrower undertakes to upon demand by RCL furnish such other security(ies) as may be required by RCL from time to time in
amount and value sufficient at all times in the opinion of RCL to secure the payment of all amounts due and payable under this
Agreement.
7. Co Borrower
7.1. The Co - Borrower shall be jointly and severally liable with the Borrower under the Facility and his/her/their obligations in relation to
the Facility shall be concurrent with that of the Borrower in all respects as if he/she/they himself/herself/themselves was/were the
Borrower and accordingly, Co - Borrower shall guarantee and regularly and punctually pay to RCL all installments as well as other dues
payable under the Facility himself/herself/themselves in the event of default by the Borrower.
8. Lien/Set-Off
8.1. The Borrower accepts and agrees that RCL shall have overriding lien and right of set-off on all monies, properties and assets
belonging to the Borrower standing to the Borrower's credit in any account whatsoever with RCL or in the possession or custody of
RCL in any manner whatsoever whether held singly or jointly by the Borrower with any other person/s. If the Borrower defaults in the
payment of any amounts due to RCL, then and in that event RCL shall be entitled to adjust and set off the credit balance in any
accounts including Fixed Deposit accounts and sell and appropriate the sale proceeds of any properties and assets of the Borrower in
the possession or custody of RCL whether for safe keeping or otherwise including but not limited to dematerialised shares or other
securities of the Borrower held by/lien marked/ pledged to RCL towards adjustment and recovery of the said dues and the deficit if
any shall be recoverable from the Borrower.
8.2. The Borrower accepts that the securities offered in respect of this Facility, shall be deemed to be continuing securities in respect of
other facilities obtained/may be obtained by the Borrower from RCL and or any of its group companies and shall not be discharged till
such time all the facilities are fully discharged to the satisfaction of RCL.
9. Assignment/Securitisation
9.1. RCL reserves the right to assign/sell/securitize this Facility with or without security, if any, in any manner by transferring and/or
assigning or otherwise all its right, title and interest which RCL deems appropriate and the Borrower hereby expressly agrees that in
that event, RCL is not required to obtain any permission or put the Borrower to any notice.
9.2. The Borrower shall be bound to accept any such securitization and any such sale, assignment, or transfer and the Borrower shall
accept such other party (s) as creditors exclusively or as a joint creditor with RCL, or as a creditor exclusively with the right of RCL to
continue to exercise all powers hereunder on behalf of any such other party.
9.3. Any cost in this behalf, whether on account of such sale, assignment or transfer or enforcement of rights and recovery of outstanding
and dues shall be to the account of the Borrower. The Borrower undertakes to pay to third parties the difference between the loan
Facility outstanding and the amount received by RCL in the event of transfer of the portfolio to a third party.
10. Disclosure of Information:
10.1. The Borrower hereby agrees as a pre-condition of the Facility given to the Borrower by RCL that, in case the Borrower commits
default in the repayment of the Facility or in the repayment of interest thereon or any of the agreed installment of the loan Facility on
due date(s), the RCL and/or the Reserve Bank of India will have an unqualified right to disclose or publish the Borrower's name as
defaulter in such manner and through such medium as RCL or Reserve Bank of India in their absolute discretion may think fit.
Accordingly, RCL shall have the right to furnish and publish the name of the Borrower as defaulter to the Reserve Bank of India or
other regulatory authority. Notwithstanding the above the Borrower understands that as a pre-condition relating to grant of the
Facility to the Borrower, RCL requires the Borrower's consent for the disclosure by RCL of information and data relating to the
Borrower, of the credit facility availed of/ to be availed by the Borrower, obligations assured/ to be assured by the Borrower in relation
thereto and default, if any, committed by the Borrower in discharge thereof. Accordingly, the Borrower hereby agrees and gives
consent for the disclosure by RCL of all or any such
a) information and data relating to the Borrower;
b) the information or data relating to any credit facility availed of/to be availed by the Borrower; and
c) default, if any, committed by the Borrower in discharge of such obligation as RCL may deem appropriate and necessary to
disclose and furnish to Credit Information Bureau (India) Limited and any other agency authorized in this behalf by Reserve
Bank of India.
10.2. The Borrower further declares that the information and data furnished by the Borrower to RCL are true and correct.
10.3. The Borrower also understands and agrees that:
a) the Credit Information Bureau (India) Limited and any other agency so authorized may use, process the said information and
data disclosed by RCL in the manner as deemed fit by them; and
b) the Credit Information Bureau (India) Limited and any other agency so authorized may furnish for consideration the processed
information and data or products thereof prepared by them, to banks/financial institutions and other credit grantors or
registered users, as may be specified by the Reserve Bank of India in this behalf.
10.4. RCL may disclose to a potential assignee or to any person who may otherwise enter into contractual relations with RCL in relation to
this Agreement such information about the Borrower, as RCL may deem appropriate.
10.5. The Borrower confirms that RCL may for the purposes of credit reference checks, verification, etc., disclose any
information/documents relating to the Borrower under this Agreement to any third party.

Borrower _______________________ Co-Borrower _______________________

10.6. The Borrower further authorizes RCL to disclose such information/documents to Reserve Bank of India, Income Tax Authorities,
Credit Bureau, third parties, Credit Rating Agencies, Databanks, corporates, other banks, financial institutions or any other
Government or Regulatory Authorities, statutory authorities, quasi judicial authorities either in response to credit enquiries directed to
RCL or in the event of the Borrower not complying with any of the terms and conditions herein or otherwise.\
11. CONVENANTS UNDERTAKINGS/WARRANTEES BY THE BORROWER:
11.1 The Borrower shall obtain and do all that is necessary to maintain in full force and effect all authorizations, approvals, consents,
insurances, licenses, permissions and renewals required under law in relation to this Agreement, and each of the collateral documents
(and the performance of obligations hereunder and thereunder).
11.2 The Borrower (Co Borrower) undertakes to indemnify and keep RCL indemnified jointly and severally for all the representations,
warranties and acknowledgements and information provided by the Borrower under this Agreement and which have been believed to
be true and relied upon by RCL while granting the Facility.
11.3 The Borrower (being a Company) warrants that it is fully competent to borrow the Facility in consonance with the provisions of the
Companies Act, 1956, the Memorandum and Articles of Association of the Borrower and that there is no statutory or legal bar upon it
to borrow.
11.4 The Borrower covenants and agrees that so long as this Facility or any part thereof is outstanding and until full and final repayment of
the Facility hereunder, it shall not without the prior written permission of RCL:
i) Affect any material change in the ownership/management of the business.
ii) Enter into arrangement/agreement for sale, merger, consolidation, transfer of all or substantial portions of the Borrower's assets;
iii) create or permit the creation of any further charge, lien or other encumbrances on the securities provided/ agreed to be provided
under this Agreement;
iv) open any account to in or take credit from any other Bank/Financial/Non-financial Institutions;
v) pre-pay any amounts to other Bank/Financial/Non-Financial Institutions or any Directors/Partners of the Borrower or any
other person/s without first repaying all the outstanding dues of RCL.
11.5 The Borrower acknowledges and accepts the right of RCL acting through its authorised personnel/Chartered Accountant(s) to
inspect its books of accounts, documents, records, stock in trade etc. The Borrower agrees to extend its full co- operation and also
convenants not to thwart or obstruct the entry upon its premises of any authorised person of RCL for purposes of inspection,
valuation, possession of the Vehicles.
11.6 The Borrower shall inform RCL in writing, of any damage to or theft of the Vehicles booked with this Facility, lodging of any claim with
the insurance company in respect of such Vehicles, within three (3) working days of such theft, damage or lodgment of claim.
11.7 The Borrower shall inform RCL of any loss, destruction or misplacement of the transit insurance policies relating to the Vehicles
booked with this Facility, within three working days of such loss, destruction or misplacement.
11.8 The Borrower shall pay all rates, assessments, taxes and other outgoings which are now due or hereafter may be assessed, imposed,
or payable for the Vehicles booked with this Facility to the Government, Municipal Corporation, Regional Transport Authority or other
Authority and on demand by RCL to produce every receipt evidencing the payment of charges, taxes, assessments or other outgoings.
11.9 The Borrower agrees and acknowledges that any direct or indirect transfer of any of the securities provided herein by the Borrower so
as to prejudice the interests of RCL shall be deemed to be criminal breach of trust and a case of cheating/breach of trust entitling RCL
to file/pursue FIR or a criminal complaint against the Borrower.
11.10 The Borrower covenants to use this Facility only for the purposes specified in the Agreement and agrees and acknowledges that any
misuse of the Facility shall amount to an event of default under this Agreement.
11.11 The Borrower acknowledges the right of RCL to recall the Facility in the event of default in respect of any other facility obtained by
the Borrower. Any default on the part of the Borrower in the repayment of this Facility and/or other facilities shall entitle RCL to recall
all the facilities extended to the Borrower.
11.12 The Borrower shall be liable to make good all payments, costs and expenses, including costs to take possession, insurance and selling
of the Vehicles, as and when incurred by the RCL. The Borrower shall also be liable for expenses incurred alongwith interest while
pursuing any remedy under the Negotiable Instruments Act, Criminal Procedure Code or at any other Court/Forum.
11.13 The Borrower agrees that it shall on demand by RCL to do so, execute, sign, and do all such further act(s), deed(s), assurances(s),
documents(s) and thing(s) as RCL may in its absolute discretion, from time to time require or consider necessary, to safeguard its interest.
11.14 The Borrower ( in case of being a Hindu Undivided Family) hereby confirms that the borrowing hereunder is for the legal necessity and
benefit of the HUF.
11.15 The Borrower shall utilise the facility for the purpose as mentioned herein and for no other purposes whatsoever.
12. INFORMATION TO RCL
12.1 The Borrower agrees to keep RCL informed of any dispute with any government/regulatory/ local Authority effecting or directly
relating to its business and /or the securities offered under this Agreement.
12.2 The Borrower agrees to inform RCL of any litigation which may have an impact on the financial viability of the Borrower and/or the
Guarantors and/or the securities under this Agreement.
13. EVENT OF DEFAULT
13.1 At the option of RCL and without the necessity of any demand upon or notice to the Borrower all of which are hereby expressly
waived by the Borrower and notwithstanding anything contained herein or in any security documents executed or to be executed by
the Borrower, the principal amount and all interest, charges and all other dues of RCL and all of the obligations of the Borrower to RCL

Borrower _______________________ Co-Borrower _______________________

 hereunder shall immediately become due and payable irrespective of maturity and RCL shall be entitled to enforce its security, upon
the occurrence of any and/or all of the following shall constitute events of default:
i. failure to liquidate the Facility together with interest, additional interest, cost(s), expense(s) etc. within the stipulated time
and/or failure to repay the entire amount of the Facility outstanding including all interest, additional interest, cost(s),
expenses(s) etc. in the manner herein contained and/or failure to repay an amount representing the principal, interest and
other dues/charges within __________ of sale of the Vehicles; or
ii. filing of any winding up petition and/or its admission by any court and/or any commencement of restructuring activities
pursuant to a reference made to BIFR and/or commencement of any recovery proceeding; or
iii. appointment of a Receiver/Commissioner to take possession of the assets of the Borrower; or
iv. any mis-representation, suppression of material records by the Borrower in respect of its assets and financial status; or
v. the vehicles purchased out of the Facility is confiscated, attached, taken into custody by any authority or becomes subject to
any execution proceeding; or the vehicles purchased out of the Facility is stolen or becomes untraceable for a period of _____
days for any reason whatsoever; or
vi. failure to pay the transit insurance premium for the Vehicles purchased with the Facility and to obtain insurance policies in
respect thereof; or
vii. any instruction issued by the Borrower for stopping the payment of the cheques issued towards transit insurance, for any reason
whatsoever; or
viii. failure to pay any tax impost, duty or other imposition or comply with any other formalities required for the Vehicles purchased
with the Facility under law from time to time; or
ix. breach of any of the terms, convenants and stipulations contained in this Agreement; or
x. default in repayment of any of the facilities obtained under any other agreement; or
xi. any material change in the ownership or management of the business which in the opinion of RCL would prejudicially affect its
interests; or the Facility is used for purposes other than those stipulated in the Agreement; or
xii. any defect/infirmity in the guarantee provided by the Guarantors which renders the guarantee ineffective/inoperative;
xiii. There exists any other circumstances which in the sole opinion of RCL, jeopardizes RCL's interest.
14. RCL 'S RIGHT ON DEFAULT BY THE BORROWER
14.1 The occurrence of any/all of the aforesaid events shall entitle RCL to terminate this Agreement. On such termination, the entire sum
of money and all other sums and charges of whatsoever nature, including but not limited to, interests on account of default in
payment of insurance premia and on account of other taxes which would have been payable by the Borrower if the Agreement had
run to its full term, shall be due and payable forthwith. RCL shall be entitled to charge extra interest @ _____% or at any other rate
which is applicable at that time as per RCL 's Policy on the principal outstanding.
14.2 In the aforesaid events, the Borrower shall not prevent or obstruct RCL from taking the possession of the Vehicles. For this purpose
RCL's authorised representatives, servants, officers and agents will have unrestricted right of entry in any premises of the Borrower or
any place where the cars(s) is stationed and shall be entitled to retake possession of the car(s).
14.3 For the aforesaid purpose, it shall be lawful for RCL, to forthwith or at any time without notice to the Borrower, to enter upon the
premises, or garage, or godown, where the Vehicles shall be lying or kept, and to take possession or recover and receive the same and if
necessary to break open any such place. RCL will be well within its rights to use tow-van to carry away the car(s). The Borrower shall
be liable to pay any towing charges and other such expenses incurred by RCL for effecting the possession of the Vehicles and for its
safe keeping etc.
14.4 RCL shall in the aforesaid events be entitled to sell/transfer/assign the car(s) either by public auction or by private treaty or otherwise
howsoever. RCL shall appropriate the proceeds towards mitigation of the outstanding amounts under this Agreement. The Borrower
shall, however, be liable to pay for any deficiencies after the said appropriation. In case there is any surplus after adjusting the dues of
RCL, the same shall be paid to the Borrower. Nothing contained in this clause shall oblige RCL to sell the Vehicles and RCL shall be
entitled to proceed against the Borrower independently of such securities.
14.5 The Borrower shall not be entitled to raise any objections regarding the regularity of the sale and/or auctions taken by RCL nor shall
RCL be liable/responsible for any loss that may be occasioned from the exercise of such power and/or may arise from any act or
default on the part of any broker or auctioneer or other person or body engaged by RCL for the said purpose.
14.6 RCL shall be entitled to recover from the Borrower all expenses (including legal costs on full indemnity basis) incurred by or on behalf
of RCL in ascertaining the whereabouts of the car(s), taking possession, insuring, transporting and selling the Vehicles and of any legal
proceedings that may be filed by or on behalf of RCL to enforce the provisions of this Agreement. It is expressly clarified that the
remedies referred to hereinabove shall be in addition to and without prejudice to any other remedy available to RCL either under this
Agreement, or under any other Agreement, or in law.

14.7 RCL shall also be entitled to enforce all or any of the securities provided by the Borrower as security for the Facility, and to appropriate
the proceeds towards mitigation of the dues/outstanding under this Facility and/or under other facilities obtained/to be obtained.
The right of RCL shall be without prejudice to any other rights available to it either under this Agreement or under the applicable law.
14.8 Neither RCL nor its agents, officers or nominees shall be in any way responsible or liable and the Borrower hereby agrees not to make
RCL or its officers, agents or any nominees liable for any loss, damage, limitation or otherwise for any belongings and articles that
may be kept or lying in the car(s) at the time of taking charge and/or possession, seizer of such car(s).
15. INSURANCE

Borrower _______________________ Co-Borrower _______________________

15.1 The Borrower shall obtain a composite and comprehensive insurance policy in respect of the Vehicles considering the type of Vehicles,
insuring at all times from and against any loss or damage by fire, theft and such other risks as RCL shall require for the full market value
thereof with an Insurance Company approved by RCL with a lien marked in favour of 'RELIANCE CAPITAL LIMITED' as loss payee and
a true copy of the said policy shall be furnished to RCL .In default RCL may (but shall not be bound to) effect or renew such insurance.
Any premia paid by RCL and any such costs, charges and expenses incurred by RCL shall be forthwith reimbursed by the Borrower to
RCL. The Borrower (Co Borrower) shall indemnify RCL jointly and severally at all times and keep RCL indemnified and save harmless
from and against all and any charges, losses, damages, costs, liabilities and expenses incurred, suffered or paid by RCL by reason of or
in connection with or arising out of default on the part of the Borrower in insuring the said vehicles.
15.2 Any proceeds received from the Insurance Company shall first be utilised towards mitigation of outstanding amounts under this
Agreement and/or under any other agreement. Surplus, if any, shall be paid to the Borrower.
16. RCL'S REMEDY
16.1 Without prejudice to the aforesaid clause, RCL's remedies under this Agreement or otherwise at Law including termination of the
Agreement shall be several and cumulative and not in the alternative.
17. RECOVERY & OTHER COSTS/ CHARGES
17.1 The Borrower shall be liable for all due amounts and other costs etc. incurred for the recovery procedure.
17.2 The Borrower shall be liable to pay to RCL any taxes or levy imposed by any authority, commitment fee, renewal fee, expenses for title
search, drafting of documentation, fees and expenses for securing, preserving and valuation of the securities, (including stamp
charges, registration fees in respect thereof) and all other incidental and co-related expenses which may be incurred by RCL either to
create additional securities to protect its interest or for steps taken for recovery of due amounts either against the Borrower and/or
the Guarantor. All such fee(s) and charge(s) shall be secured by the securities provided by the Borrower under this Agreement.
18. RECORD OF DUES
18.1 The records maintained by RCL in its ordinary course of business shall be the final proof for the due amounts under this Agreement. A
certificate in writing signed by an officer of RCL stating the amount due at any particular time shall be conclusive evidence against
the Borrower in respect of payments due.
19. WAIVER/ACQUIESCENCE
19.1 No delay or omission to exercise any right or remedy accruing to RCL upon any breach or default of the Borrower under this
Agreement shall be construed as a waiver or an acquiescence of such breach or any similar breach or default thereafter occurring.
19.2 Any waiver by RCL shall be in writing only and effecting only to the extent specifically set forth in such writing.
20. NOTICE
20.1 All notices, demands, and other communications hereunder shall be in writing, and shall be deemed given to the other Party when
delivered by personal delivery, regular or certified mail, or messenger or courier services with proof of delivery.
20.2 For purposes of this Agreement, mail notices shall be deemed given upon seventy-two (72) hours following deposit in the mail,
postage pre-paid. Either Party may, by notice, specify a different person or address than the person listed below:
Name : ________________________________________________________________________________________________
Title : ________________________________________________________________________________________________
Address : ________________________________________________________________________________________________
Telephone : ________________________________________________________________________________________________
Facsimile : ________________________________________________________________________________________________
21. GOVERNING LAWS & JURISDICTION
21.1 This Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the Parties hereto
shall be governed by the laws of India.
21.2 The parties hereby submit to the non-exclusive jurisdiction of the courts of Mumbai.
21.3 The parties unequivocally agree that they waive off their right to sue or be sued, in respect of any matter, claim or dispute arising out
of or in any way relating to this Agreement, at all places other than ______________________.
IN WITNESS WHEREOF the parties hereinto have set and subscribed their respective hands the day and year first herein above written.

SIGNED AND DELIVERED \

by the Within named Borrower PLEASE TAKE SIGNATURE OF AUTHORISED
____________________________________ PERSON WITH RUBBER STAMP
X ____________________________________

SIGNED AND DELIVERED by the

Within named Co Borrower PLEASE TAKE SIGNATURE OF AUTHORISED
_____________________________________ PERSON WITHOUT RUBBER STAMP
X ____________________________________

SIGNED AND DELIVERED by the

Within named Co Borrower PLEASE TAKE SIGNATURE OF CO-BORROWER
_____________________________________ WITHOUT RUBBER STAMP
X ____________________________________
SIGNED AND DELIVERED by the
Within named Co Borrower
_____________________________________ X ____________________________________

SIGNED AND DELIVERED by the

Within named Co Borrower
_____________________________________ X ____________________________________

SIGNED AND DELIVERED by the Withinnamed.

Reliance Capital Ltd. throughAuthorised Signatory.
_____________________________________ X ____________________________________
* BOARD RESOLUTION SHOULD BE TYPED AND NOT HAND WRITTEN

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ________________
M/S. ABC LTD.
TH
4
______________________________________ HELD ON _____________________, SEPTEMBER
(day) OF THE ________________ 7
(month), 200___.
The Chairman informed the Board about the proposal to avail credit facilities for funding the purchase of vehicles/inventory under the
Revolving Loan Facility from RCL on such terms and conditions as specified in the draft of the Loan Agreement, placed before the Board. The
Board after discussion passed following resolution:
"RESOLVED THAT consent of the Board be and is hereby given to avail credit facilities for funding the purchase of vehicles/inventory under
the Revolving Loan Facility from Reliance Capital Ltd (hereinafter referred to as "RCL") on such terms and conditions, including creation of
security by marking of lien in favour of the Bank, on the vehicles financed by RCL under this facility, as contained in the draft Loan Agreement
placed before the meeting and initialed by the Chairman for the purpose of identification."
"RESOLVED FURTHER THAT the consent of the Board be and is hereby given to borrow such sums, from time to time under this facility, as
the Board may deem fit provided that the aggregate amount of outstanding under this facility at any time shall not exceed
Rs.________________/
AMI IN FIG (Rupees_______________________________________________________________________________
AMOUNT IN WORDS Only)."
"RESOLVED FURTHER THAT Mr. / Ms. ___________________________________________________,
AUTHORISED PERSON NAME __________________ (designation)
and Mr. / Ms. _______________________________________________________, __________________ (designation) be and are hereby
jointly and severally authorised to execute for and on behalf of the Company the Loan Agreement, Demand Promissory Note, Letter of
Continuity, Request Letters and any other agreements, deeds, documents and writings as may be required by RCL and to do all such acts,
deeds and things necessary for giving effect to this resolution."
"RESOLVED FURTHER THAT Mr. / Ms. ___________________________________________________,
AUTHORISED PERSON NAME __________________ (designation)
is authorised to create such security as may be required by Reliance Capital Ltd and to execute any agreements, deeds, documents and
writings and do all acts, deeds, matters and things as may be required by RCL including without limitation registering any charges or
admitting execution of documents with the offices of registrar of companies and to do all such acts, deeds and things necessary for giving
effect to this resolution."
“RESOLVED FURTHER THAT wherever necessary the common seal of the Company be affixed on all necessary documents for availing loan
facilities in accordance with the Articles of Association of the Company.”

TAKE SIGNATURE OF AUTHORISED TAKE SIGNATURE OF OTHER DIRECTOR

PERSON WITH RUBBER STAMP
For ______________________________________ WITH RUBBER STAMP
For ______________________________________
Director / Company Secretary Director / Company Secretary

Date : ________________
Place : ________________

Note:
- Please affix the common seal of the company .
- Board Resolution to be signed by minimum of 2 directors of the company.
- Board Resolution should be Typed and printed on the letter head of the company

*AFFIX COMMON SEAL

NOTE:- AFFIX COMMON SEAL ON DEMAND PROMIS SORY NO TE

DEMAND PROMISSORY NOTE

Date : _________________

Place : _________________

ON DEMAND, I / We _________________________________________
M/S ABC LTD. (*jointly and severally ) promise to pay Reliance
AMOUNT IN FIGURE
Capital Limited (“RCL”), or its assigns a sum of Rs. _____________________/- AMOUNT IN WORD
(Rupees ___________________________
________________________ only) for value received together with interest at the compounding rate of ___________%
MONTHLY
per annum with _____________ rests or such other rates which RCL may specify from time to time. Presentment for
payment and noting and protest of the note are hereby unconditionally waived.

Rs. ______________________/-
AMOUNT IN FIGURE (Rupees ____________________________________________________________
AMOUNT IN WORD only)

The Common Seal of M/s. ____________________________________________ Ltd was affixed hereunto pursuant to a
Resolution passed by the Board of Directors at their meeting held on ____________________________ in the presence of
Mr. ________________________________________ and Mr. ________________________________________ one / two
Director/s of the company who has / have affixed his / their / signature/s hereto

PLEASE AFFIX REVENUE S TAMP IN THE BOX & TAKE

___________________________________ AUTHORISED PERSON SIGNA TURE WITH RUBBER
Signed by the above named
STAMP ACROSS REVENUE S TAMP Revenue
_______________________ Stamp of
Borrower Rs.1/ - to be
OR
affixed.

For __________________________________________________ Ltd.

PLEASE AFFIX REVENUE S TAMP & TAKE SIGNATURE

OF AUTHORISED PERSON + C O-BORROWER ACROSS
REVENUE STAMP WITHOUT RUBBER S TAMP Revenue
___________________________________
________________________ Stamp of
Director / Authorised Signatory
Co-Borrower Rs.1/ - t o be
affixed.
OR

1. ______________________________________________________

2. ______________________________________________________

3. ______________________________________________________

4. ______________________________________________________

(All partners of the Firm)

* include in case of partnership only

OR

___________________________________
Individual / Proprietor
 ON STAMP PAPER

NOTE:- PLEASE AFFIXE COMMON SEAL

LETTER OF CONTINUITY FOR DEMAND PROMISSORY NOTE

MANDATORY
Date: _______________

To,
Reliance Capital Limited
1st Floor, H Block,
Dhirubhai Ambani Knowledge City,
Koparkhairane, Navi Mumbai 400 710.

Dear Sir/s,
MANDATORY
I/We __________________________________________ have executed a Promissory Note for Rs. ______________________ /-
MANDATORY
(Rupees _______________________________________________________________________ only) dated _________________
duly signed and delivered by me/us to you and payable on demand which is given to you as security for the repayment by me/us to
RCL of any sum now due or which may hereafter be or become due by me/us to RCL by way of loans or advances, notwithstanding
the fact that the loans or advances or the account, may from time to time be reduced or extinguished or the balance in the said
account brought to credit, the intention being that the said Demand Promissory Note and the security shall be a continuing security
for any borrowing by us at anytime to RCL.

Yours faithfully,

TAKE SIGNATURE OF AUTHORISED

_____________________________________ PERSON WITH RUBBER STAMP
_____________________________________

In case of a Company
The Common Seal of Ltd. Co. has been affixed ]
Hereunto pursuant to the Resolution of Board of ]
Directors dated ------ in the presence of:____________ ]
1. ____________________________________________ ]
2. ____________________________________________ ]
the Director/s and/or the ___, who have in ]
token thereof, subscribed there signature hereto ]
Authorised Person as per the Board Resolution to sign.
 (On the Letter Head of the Dealer )

MANDATORY
Date: ______________

To
(Name of the Manufacturer) __________________________________
(Address of the Manufacturer) ________________________________
_________________________________________________________
_________________________________________________________

Subject: Irrevocable authority in favour of Reliance Capital Ltd Limited ("RCL").

Sir,
For the purpose of funding the purchase of our inventory/vehicles we have entered into an Agreement with RCL interalia in terms of
which we are required to irrevocably instruct you as follows;
1) To mark lien in favour of RCL on all sales invoices issued by you for supply of the vehicles pursuant to our indents as
"Hypothecation in favour of Reliance Capital Limited”
2) Without recourse or reference to us ,to accept any instructions issued by RCL for cancellation of all or any of our indents and in
that event to refund the amounts directly to RCL which would have been otherwise due to us.
We confirm that the above instructions are irrevocable unless consented to in writing by RCL.
We request to sign a copy of this letter and return the same to us/RCL as a token of your having noted our aforesaid
instructions and agreed to abide by the same.

Thanking you,

PLEASE TAKE SIGNATURE OF AUTHORISED

For _____________________________ PERSON WITH RUBBER STAMP

________________________________
Authorised Signatory.
 (On the Letter Head of the Firm)

MANDATORY
Date: ________________

To,
Reliance Capital Limited
1st Floor, H Block,
Dhirubhai Ambani Knowledge City,
Koparkhairane, Navi Mumbai 400 710.

Dear Sir,

Subject : Request Letter for Inventory Funding disbursement.

MANDATORY
I / We hereby request and authorise you to disburse an amount of Rs.____________________________/- (Rupees _________
MANDATORY
_____________________________________________________Only) under Inventory Funding scheme to.__________________
____________________________________________________ on our behalf for purchase of ____________________ numbers
of _____________________________ Vehicles as indented by us.

Thanking You,

PLEASE TAKE SIGNATURE OF AUTHORISED

For ____________________________ PERSON WITH RUBBER STAMP

_______________________________
Authorised Signatory.

17