THIS PERSONAL LOAN AGREEMENT (“Agreement”) is made at the place and on the date as stated in Schedule I hereunder written BETWEEN

NDX P2P Private Limited, a company incorporated under the provisions of the Companies Act, 2013, having corporate identity number U67200MH2018PTC306270 and its registered office at 102, Lachiram Plaza, C Wing, GAKV Marg, Goregaon East, Mumbai – 400 063 (hereinafter referred to as the “LiquiLoans”, which expression shall, unless it be repugnant to the subject or context thereof, shall mean and include its successors, transferees and assigns).

AND

The Borrower, as described in Schedule I (hereinafter referred to as the “Borrower” which expression shall be deemed to mean and include his / her / their respective heirs, administrators, executors, legal representatives.

AND

the individual lenders, being the persons who have agreed to grant the Loan to the Borrower (hereinafter referred to as the “Individual Lenders” which expression shall be deemed to mean and include their respective heirs, assigns, administrators, executors, legal representatives, successors (as the context may require) represented by LiquiLoans as LiquiLoans has been authorized to represent the Lenders and enter into this Agreement on their behalf in accordance with the terms of the Lender Onboarding Agreement.,

AND

Trillionloans Private Limited, a company incorporated under the provisions of the Companies Act, 2013, having PAN AAECE9276H and its registered office at Trillion Loans Fintech Private Limited, 104- B Wing, The Qube, M.V. Road, Hasan Pada Rd, Mittal Industrial Estate, Marol, Andheri (East), Mumbai, Maharashtra 40005 hereinafter referred to as the “Trillionloans”, which expression shall unless it be repugnant to the subject or context thereof, shall mean and include its successors, transferees and assigns).

AND

Trillionloans and Individual Lenders are hereinafter collectively referred to as the Lenders. Each is hereinafter be referred to individually as ‘Party’ or collectively as ‘Parties’. Any reference to singular includes plural and any reference to Lender is to each Lender

1. The LiquiLoans is a non-banking financial company engaged in the business of providing peer to peer lending platform for enabling of loan facilitation via online medium or otherwise, to a wide range of participants.
2. The Borrower and the Lender are engaged in carrying on bonafide activities for livelihood.
3. The Borrower intends to raise a loan of a certain amount for the purposes (“Purpose”) as set out in Schedule 2.
4. LiquiLoans has conducted the requisite due diligence of the participants and credit assessment and risk profiling of the Borrower and has disclosed the same to the Lender. The Lender being satisfied with the information furnished by the LiquiLoans, has agreed to grant the Loan, on the terms and conditions as contained in this Agreement including Schedule 2 hereof.
5. The Lender has duly authorised the LiquiLoans to undertake various activities in relation to the Loan, inter-alia to execute these presents, authorising Liquiloans to undertake such actions under the Lender Onboarding Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS UNDER:

1. AMOUNT OF LOAN

4. COVENANTS, TERMS AND CONDITIONS

1. The Borrower is liable to repay the principal amount and the interest (including default interest, if any) and any other costs, charges and expenses, as per repayment schedule, whether any demand for the same is raised by the Lender or not.
2. The Borrower shall be liable to pay / bear all taxes including GST that may be applicable from time to time.
3. The Borrower shall at all times adhere to the terms and conditions set out in this Agreement and any amendments hereto.
4. LiquiLoans acting on behalf of the Lenders shall have the right to appropriate the amounts paid by the Borrower in such manner, as LiquiLoans may, in its sole discretion deem fit and appropriate.
5. Nothing contained herein shall prejudice or adversely affect any general or special lien or right to set-off to which the Lender is or may by law or otherwise be entitled, or any rights or remedies of the Lender.
6. Parties agree that the amounts stated by LiquiLoans as due from the Borrower, shall be final and conclusive proof of the correctness of any sum claimed by the Lender to be due from the Borrower in respect of this Agreement. The Parties hereby agree that the same shall not be disputed by the Borrower.
7. The right of the Lender to recover the dues from the Borrower shall be exercised by LiquiLoans or by their authorized representatives including any collection agency appointed for the purpose, and the Borrower hereby agrees to the same.
8. The Borrower shall during business hours permit LiquiLoans or any persons authorized by LiquiLoans or its authorized representatives to inspect the place of business / residence of the Borrower and also agrees to produce any documents / additional documents as may be required by the Lender from time to time. Further, the Borrower hereby agrees to permit LiquiLoans and its authorized representatives to contact / meet the Borrower at their place of residence and / or employment and / or any other place for collection of dues under this Agreement. Borrower agrees and acknowledges that LiquiLoans and its authorized representatives including collection agencies may call the Borrower over telephone or contact the Borrower over other audio-visual or electronic mediums of communication.
9. The Borrower agrees to pay all the applicable charges as per schedule together with all taxes as may be applicable from time to time.
10. Interest and all other charges shall accrue from day to day and shall be computed on the basis of the actual number of days elapsed / actual number of days in a year.
11. The rights and benefits available to the Lender in terms of this Agreement, whether against the Borrower or otherwise, shall primarily be exercised by LiquiLoans. Subject to compliance with applicable law, LiquiLoans may also outsource some of its functions to authorized representatives including commercial partners.

5. REPAYMENT OF LOAN

1. The Borrower agrees to pay the EMIs for the repayment of the Loan and interest, as per the Repayment Schedule, and shall also be liable to pay any and all overdue interest arising out of the default in repayment of instalments, any other charges fees, etc., as per Schedule 2, together with GST and all other statutory taxes and levies as may be applicable from time to time.
2. The Borrower hereby confirms that it has perused and understood that the interest is applied on the principal on a daily basis, and agreed to the method of computation of the EMI amount and the rate of interest as stipulated in Schedule 2.
3. The EMI amount shall automatically change upon change in any rates, taxes, charges, imposts, levies and monies whatsoever that are or may be levied on the EMI amount or the transaction contemplated hereunder or may become payable by the Borrower by virtue of this Agreement. Such change in the EMI amount as stated above shall be effected only prospectively and the same shall automatically form part of the Loan.
4. The Borrower hereby confirms to have provided details of the bank account of the Borrower where all the receipts / receivables / income of the Borrower is being credited, and also confirms that simultaneously with the execution of this agreement, the Borrower shall executing NACH / e-NACH mandates in favour of LiquiLoans or its authorized partner, to its bank for deduction of EMI each month. The Borrower confirms that the aforesaid instruments are issued towards repayment of the EMI amounts, and the delivery of the such instruments to the Lender shall be deemed to be an unconditional and irrevocable authority given by the Borrower to the Lender to present such instrument for repayment on their respective due date(s). The Borrower confirms that such instrument shall be honoured on its first presentation and the Borrower shall not issue any contrary instructions to the relevant bank. The Borrower confirms that none of such instrument is a security, and shall not be treated as such in the event of any dispute. The Borrower covenants to maintain sufficient balance in the account to enable the facilitation of debit of such amounts to his account.
5. The Borrower hereby confirms that it will not divert his income / inflow to any other bank account till such time the dues under this Agreement are not paid in full.
6. If the Borrower wishes to modify the payment mechanism, the Borrower may seek the permission of LiquiLoans, and subject to the sole discretion of LiquiLoans, may switch to another mode of payment towards discharge of liability, along with all applicable charges that may be associated with such change.
7. Pre-Payment of Loan:
   1. The LiquiLoans acting on behalf of the Lenders may at its discretion accept the full pre-payment or partial prepayment of the outstanding dues and foreclose the Loan.
   2. The amount pre-paid shall be first used to credit the overdue interest, bank charges, legal expenses if any, arrears of instalments, interest due up to date for the current month, the current month EMI, foreclosure / pre-payment charges and other expenses and taxes due as mentioned in this Agreement. If any amount remains unadjusted after meeting the aforesaid charges / amounts, then it shall be adjusted towards the outstanding principal amount. If the entire amount due for prepayment is not remitted then the amount so received by the LiquiLoans on behalf of the Lenders would be treated as an advance payment of future EMI and will be adjusted to EMI month on month, as and when the EMI falls due for payment. The Borrower hereby agrees that the LiquiLoans on behalf of the Lenders is not obliged to reverse the interest that may accrue on account of advance payment. The amount due under foreclosure should be paid in full by the Borrower to the Lender to qualify the account for foreclosure.
8. Any dispute or difference of any nature whatsoever shall not entitle the Borrower to withhold or delay payment of any EMI amount or other sum.

6. FEES, COSTS and EXPENSES

1. The Borrower hereby agrees to pay the Lender the Fees in the quantum and manner set out in Schedule 2 to this Agreement. The Borrower hereby authorises LiquiLoans to deduct these amounts together with applicable taxes from the Loan Amount and to pay to the Borrower only the balance amount. The Borrower hereby confirms that irrespective of deduction of such fees, the Borrower’s obligation to repay to the Lender shall be of the entire Loan Amount along with interest and other charges, together with applicable taxes in terms of this Agreement. The fees paid to / deducted by the Lender are non-refundable / non-adjustable.
2. The Borrower shall also pay all third party costs and expenses on an actual basis, including legal expenses, incurred in connection with the processing, negotiation, documentation and placement of the Loan, whether or not the disbursement occurs. In addition, the Borrower shall also be responsible for all charges including stamp duty charges as well as any and all registration charges in relation to execution and delivery of this Agreement or any other documents executed in relation to the transactions contemplated herein (hereinafter, Transaction Documents). The Borrower shall pay all costs, charges and expenses incurred by the LiquiLoans or the Lender, including travelling and other allowances of its officers, on solicitors/ advocates/ company secretaries employed by them, for protection and preservation of rights/remedies arising out of the Transaction Documents.
3. The Lender and the Borrower hereby explicitly agree and covenant to make payment of the fees, cost, charges and expenses that has been / will be specified by the LiquiLoans as payable to it by them, in respect of the Loan. The Borrower and the Lender hereby authorise the LiquiLoans to deduct these amounts together with applicable taxes from the amount payable to the respective Party from and out of the funds collected by LiquiLoans from the other corresponding Party and to pay only the balance amount.

7. SECURITY

8. EVENTS OF DEFAULT AND CONSEQUENCES:

1. The following shall amount to an Event of Default:
   1. Non-compliance / breach by the Borrower of any of the terms and conditions of this Agreement or any other document entered into in respect of this Loan or any other financial assistance availed of by the Borrower from the Lender;
   2. Non adherence to the Repayment Schedule;
   3. Any filing for insolvency, bankruptcy, winding up, dissolution of the Borrower or inability of the Borrower to repay his debts;
   4. Concealment of any material document, information or event by the Borrower;
   5. Submission of any forged document or any misrepresentation by the Borrower;
   6. Any other event which in the sole opinion of LiquiLoans (acting on behalf of the Lender) would endanger the repayment of the Loan.
2. If there is an Event of Default, the following consequences may be applicable to the Borrower, at the discretion of the Lender, notwithstanding any and all remedies that the Lenders may have in law:
   1. LiquiLoans (acting on behalf of the Lender) shall have the right to recall the entire Loan together with interest for the entire period, the overdue interest arising on account of default and other charges, as mentioned in Schedule 2 hereunder and the same shall accordingly become immediately due and payable.
   2. LiquiLoans (acting on behalf of the Lender) shall be entitled to proceed against and take any action against the Borrower in order to realize the amounts due and payable by the Borrower, whether with or without intervention of the Courts.
   3. LiquiLoans (acting on behalf of the Lender) shall be entitled to initiate criminal proceeding or any other appropriate actions against the Borrower if at any time the Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and / or submitted any forged documents or fabricated data.
   4. All rights and powers conferred on the Lender under this Agreement shall be in addition and supplemental to any rights the Lender has as a creditor against the Borrower under any law for the time being in force and shall not be in derogation thereof.

9. REPRESENTATIONS OF THE BORROWER

1. The Borrower represents and warrants that:
   1. the execution, delivery and performance of this Agreement are within his powers, do not contravene any contract binding on or affecting his or any of his properties, do not violate any applicable law or regulation;
   2. this Agreement is valid and binding upon the Borrower;
   3. there is no pending or threatened action which may materially adversely affect the validity or enforceability of this Agreement;
   4. all information provided by the Borrower under or with respect to this Agreement (including the information provided to LiquiLoans or its authorized representatives prior to the execution of this Agreement) is correct and true and is not misleading in any respect.
   5. The Borrower hereby confirms that the funds will be utilized only for the Purpose as stated in Schedule 2 and the Borrower shall not utilise the funds for any other purpose or any illegal purpose.
   6. The execution and performance of this Agreement by the Borrower constitutes, and the exercise by the Borrower of his rights and performance of his obligations hereunder shall constitute private and commercial acts done and performed for private and commercial purposes.
   7. The Borrower is competent to contract and that no insolvency proceedings or suits for recovery of outstanding dues, monies or property (ies) and / or any criminal proceedings have been initiated and / or are pending against the Borrower.
   8. The Borrower has not availed any loans through any other peer to peer lending platforms and any such loans will be availed only with the prior written consent of LiquiLoans.
2. The Borrower will not seek to claim or recover from the Lender and / or LiquiLoans, on any grounds whatsoever and/or in any circumstances whatsoever (whether now or hereafter existing), any purported damages or compensation, direct, indirect or consequential, for any acts or actions whatsoever of the Lender and / or LiquiLoans hereunder and/or in respect of the Loan, taken or omitted by the Lender and / or LiquiLoans in terms hereof and/or pursuant hereto and/or to protect any of its interests and rights as the lender or a creditor or a service provider, and the Borrower hereby expressly waives any right to seek or make any such claim or recovery on any grounds whatsoever.
3. The Borrower hereby accepts and confirms that it has no objection to the Lender administering the Loan through third Parties including LiquiLoans. The Borrower confirms that the Lender may, either partly or in full delegate such of those activities to any third party (including LiquiLoans) as it may think fit in the circumstances. Such delegation of work, would include the right and authority to collect the outstanding on behalf of the Lender, the dues and unpaid instalments and other amount due from the Borrower and to perform and execute all lawful acts, deeds and matters and things connected therewith and incidental thereto including sending notices to the Borrower, making telephone calls to the Borrower or contacting the Borrower over other audio-visual or electronic means, receiving cash against issue of the receipt, cheques and drafts. For the purpose aforesaid as also for any other purposes, at the sole discretion of the Lender / LiquiLoans, the Lender / LiquiLoans shall be entitled to disclose to the third party the details of the Borrower, the Loan, the outstanding amount and any other information for effectively discharging the work assigned to the third Party and the Borrower hereby consents to such disclosure by the Lender. Notwithstanding any such delegation by the Lender/ LiquiLoans, neither the Lender nor LiquiLoans shall be responsible and / or liable for any unlawful acts, deeds, matters and things done by such third parties.
4. The Borrower shall bear all costs and other expenses incurred in relation to the Loan and in complying with the terms and conditions in respect thereof, including any and all costs incurred in connection with this Agreement.
5. The Borrower hereby confirms his liability and shall reimburse / pay any tax that the Lender / LiquiLoans may have to pay to the Government, in respect of the Loan.
6. The Borrower hereby authorises the Lender / LiquiLoans, at the cost and risk of the Borrower, to engage one or more person(s) / agencies to verify any fact or information furnished by, concerning and pertaining to the Borrower and collect the outstanding amount and may furnish to such person/s such documents, information, facts and figures as it may deem fit.
7. Any claim, demands, actions, costs, expenses and liabilities incurred or suffered by the Lender / LiquiLoans by reason of non-payment or insufficient payment of stamp duty on this Agreement and any documents and other writings which may be executed by the Borrower pursuant to or in relation to the Loan, will be to the cost of the Borrower.
8. The Borrower hereby unconditionally and irrevocably agrees to pay to the Lender a sum as specified in Schedule 2 as Break Fee towards cancellation of the Loan, if the Loan is not availed or if the request for Loan is withdrawn, after execution of this Agreement. This would be in addition to the cost of stamp duty, registration charges and other expenses that may have been incurred in respect thereof. The said charges shall be paid by the Borrower together with all applicable taxes.

10. INDEMNIFICATION:

1. The Borrower shall indemnify and hold the Lender, the LiquiLoans and their directors, officers, employees, agents and advisers harmless against losses, claims, liabilities, or damages which are sustained as a result of any acts, errors, or omissions of the Borrower, its agents, or assignees, or for improper performance or non- performance relating to the Loan, this Agreement or any other document executed in pursuance to this Agreement.
2. The Borrower hereby agrees to indemnify the Lender, the LiquiLoans and their officers, representatives and agents against any loss or expenses sustained or incurred by them as a result of:
   1. the Borrower failing to take necessary action to protect the Lender interests;
   2. default on the part of the Borrower in complying with the provisions of any Transaction Document/s;
   3. the occurrence of any Event of Default;
   4. any delay in payment of any sums payable or reimbursable by the Borrower under or pursuant to any Transaction Document/s;
   5. levy by any Government authority of any charge, tax, penalty or any other amount in connection with regularizing or perfecting any of the Transaction Document/s as may be required under law at any time during the currency of the Loan, or getting any of the Transaction Document/s admitted into evidence, or relying on any Transaction Document for proving any claim;
   6. the exercise of any of the rights by the Lender / LiquiLoans under any Transaction Document.

11. ASSIGNMENT

1. It is expressly agreed that the Borrower shall not be entitled to assign, either directly or indirectly, the rights and obligations set out herein.
2. The Lender shall be entitled to assign its rights and obligations under this Agreement in part or in full to any third party. The Lender shall at any time, without any reference to the Borrower, be entitled to securitize, sell, assign, discount or transfer all or any of the Lender’s rights and obligations under this Agreement to any person(s) of the choice of the Lender, in whole or in part and in such manner as the Lender may decide. Any such sale, assignment or transfer shall bind the Borrower conclusively.

12. TERM AND TERMINATION

1. This Agreement shall become effective on execution and shall stand terminated on the date the Borrower has repaid the Loan in full along with interest, default interest, bank charges and any other costs, charges and expenses as mentioned herein, and fulfilled all other obligations under the Agreement to the satisfaction of the Lender.
2. The Borrower does not have the right to terminate this Agreement in any situation except with the written consent of the Lender, by repaying the entire amounts due under this Agreement.

13. GOVERNING LAW AND JURISDICTION

14. WAIVER

15. SEVERABILITY

16. DISCLOSURE OF INFORMATION

1. The Borrower accepts, confirms and consents for the disclosure and sharing by LiquiLoans on behalf of the Lender of all or any information and data relating to the Borrower, the facilities, any other transactions that the Borrower has with the Lender, the Borrower’s account, and the agreements and documents related to the Loans and transactions, including but not limited to information relating to default, if any, committed by the Borrower, in the discharge of the Borrower’s obligations in relation to the Loan or other transactions, as LiquiLoans on behalf of the Lender may deem appropriate and necessary to disclose and furnish, to the Reserve Bank of India (“RBI”) and/or credit information companies and/or to any other agency or body, to other lenders including assignees and potential assignees, to its professional advisers, consultants and service providers engaged by it in relation to the Loan, to the acquaintances of the Borrower and/or as required under law or any applicable regulation, or at the order or at the request of a court of law, any statutory, regulatory or supervisory authority.
2. The Borrower undertakes and covenants that it shall provide all information, including information regarding other credit facilities enjoyed by the Borrower, as and when required by the Lender or LiquiLoans. The Borrower declares that the information furnished to LiquiLoans from time to time is and shall be true and correct.
3. The Borrower hereby further agrees that in case the Borrower fails to pay the dues herein or commits default in the repayment of the Loan instalment(s) or interest thereon on due date(s), or the account of the Borrower becomes non-performing assets as per the RBI’s norms, LiquiLoans on behalf of the Lender will be at liberty to disclose or publish in print and / or electronic media the photograph(s), name(s) and address(es) of the Borrower as wilful defaulter along with the details of outstanding dues payable.
4. The Borrower accepts that the RBI or the credit information companies and / or any other agency so authorized, or any statutory, regulatory or supervisory authority or other lenders / potential lenders, may use, process and disseminate the said information and data disclosed by LiquiLoans on behalf of the Lender in such manner as deemed fit by them and the Borrower shall not hold the Lender responsible or liable in this regard.
5. The Lender / LiquiLoans may disclose to the Borrower all such information relating to the Loan, as may be reasonably requested by it, in accordance with the applicable laws.
6. The Borrower authorizes the Lender to disclose, from time to time any information relating to the Loans to any parent / subsidiary / affiliates / associate entity of the Lender / LiquiLoans, and to third parties engaged by the Lender / LiquiLoans, for the purpose of marketing of services and products as well as for outsourcing of certain activities including collection / recovery follow up.

17. NOTICES

1. Every notice, request, demand or other communication under this Agreement shall:
   1. be in writing, delivered by hand, or by registered post / speed post, acknowledgement due, or by courier or any other mode as decided by LiquiLoans;
   2. be deemed to have been received by the Borrower when delivered by hand, at the time so delivered, and if given by registered post acknowledgement due, 72 hours after it has been put into post; and
   3. be sent to the Borrower to the address mentioned in Schedule 1 hereto or to such other address as either Party may in writing hereafter notify to the other Party.
2. The Lender / LiquiLoans may (but not be obliged to) call the Borrower to pay any dues that is outstanding. The Borrower hereby specifically authorizes the Lender / LiquiLoans to make such calls or send SMS or emails whether directly or through authorized persons including collection agencies, and further acknowledges that the same shall not be considered as unsolicited calls / SMS / emails.
3. The Borrower hereby agrees to pay the postal and other charges as mentioned in Schedule 2 here to for each of the notices being sent to him / them.
4. The Borrower has read the entire Agreement, including the Loan details and the terms of repayment, the fees, costs, charges and expenses payable as clearly enumerated in the Schedule to this Agreement or as communicated separately to the Borrower. The Borrower further confirms that the contents provided herein are in a language understood by the Borrower. The Borrower further confirms having executed the Agreement and agrees to remit the dues in terms of the Schedule 2 hereunder.

18. RELATIONSHIP

19. AUTHORIZATION

20. HEADINGS

21. SPECIFIC PERFORMANCE

22. VARIATION

23. ENTIRE AGREEMENT