Key Fact Statement

Date: 14-11-2022
Application No: 56131544A1A1
Customer Name: Baldha Henil Arvindbhai (You/Your/Yours)
Lender: Hero Fincorp Limited (Us/We/Our)
Lending Service Provider: Camden Town Technologies Private Limited ("ZestMoney")
Applicable Loan Type: Consumer Loan
Merchant Name: Amazon

A. Payment Related Terms

Parameters Details
1) Loan Term 3 months
2) Loan Amount (in Rupees) 17,913.05
3) Up-front charges
a) Processing fees (in Rupees)
472.00
Principal, Fees (payable with the first EMI)
& Charges b) Down-payment (in Rupees) 0.0
c) Insurance charges (in Rupees) 0.00
d) Others (if any)
4) Net disbursed amount 17,913.05
5) Total interest payable during the entire
661.00
Interest tenure of the loan (in Rupees)
6) Annual Percentage Rate ("APR") 42.68% per annum
Monthly. Payments should be made on
7) Repayment frequency
the 5th day of every month.
8) Number of instalments of repayment 3
Repayment 9) Amount of each repayment installment
Note: Please refer to the Annexure for the 6,232.00
detailed repayment schedule
10) Total amount to be repaid by the
19,046.05
Customer
CONTINGENT CHARGES
11) Prepayment Penalty for early foreclosure (in Rupees) Not Applicable
12) Late payment charges each due date on which the
Rs 250
Instalment is not paid in full (in Rupees)
13) Other charges (if any)

B. Cooling-off Period
You may, within 3 days from availing the Loan, prepay the Loan by paying the principal amount and the
proportionate APR without any prepayment penalty.

C. Customer Support

It is our constant endeavour to provide you with the best possible service and care. In case of any
grievances (including concerns about staff behaviour) you may reach out to the Grievance Redressal
Officer ("GRO") of either the Lender or ZestMoney as per the details provided below:

B. ZestMoney
Name: Sudharshan Krishnamurthy
Designation: GRO
A. Lender Email ID: help@zestmoney.in
Name: Rajib Sen Contact No: +91-7440084400
Designation: Nodal Officer Address: ZestMoney (Camden Town
Email: nodal.officer@herofincorp.com Technologies Pvt Ltd),
Phone: 0124-3633945 (9:30 AM to 6:30 PM) Ground & Third Floor, Indiqube Celestia, Site
Address: Hero Fincorp Limited, A-44, Mohan Co- No. 19 & 20,
Operative Industrial State, Koramangala 1A Block, Koramangala,
Mathura Road, New Delhi - 110044 Bengaluru, Karnataka 560034
Our team will be available between 9:00 AM to
7:00 PM on weekdays
(except on public holidays).

D. Collection Strategy

1. Us or ZestMoney or our representatives may reach out to You to remind You to repay your
overdue amounts. These communications will be undertaken mostly through emails, SMS, IVR or
tele-calling.
2. We will first identify ourselves over the phone calls. All calls will be made between 8.00 AM to
7.00 PM and be recorded as per the requirement of the code of conduct stipulated by the Reserve
Bank of India.
3. Lender shall be entitled at its discretion to engage/avail of, at the risk and cost of Borrower,
services of any personal/third party service provider/agent/agency, for anything required for/in
relation to/ pursuant to the Loan, including collections, recovery of Outstanding Dues, enforcement
of security, conducting credit in investigation of the Borrower, getting or verifying any information
of Borrowers/asset analyzing the bank statement of the Borrower, and any necessary or incidental
lawful acts/deeds/matters/things connected.
4. The Borrower expressly authorize/ consent to Lender, its various service providers or agents for
collection and recovery to contact the Borrower telephonically, through e-mails telephones,
messages, SMS WhatsApp or other applications or otherwise even if the names of the Borrower
 4.

appear in the Do Not Call or Do Not Disturb Register to inform the Borrower about the
Outstanding Dues under the Loan Documents or any other aspect pertaining to any loan facilities
availed or to be availed by the Borrower.
5. The Borrower also expressly declares that any modes of communication as detailed above from
service provider of Lender and its associates, affiliates and/or group companies will not cause any
inconvenience to them and/or their family members.
6. The Borrower expressly and irrevocably consent that for any claim against the service providers,
Lender shall not be liable and the claim of the Borrower on this account shall be against the service
provider and/or tele-callers.

Annexure

Detailed Repayment Schedule

Outstanding Instalment
Principal Interest
Instalment No. Principal Amount
(INR) (INR)
(INR) (INR)
1 11953.05 5960.00 272.00 6232.00
2 5980.05 5973.00 259.00 6232.00
3 0.00 5980.05 130.00 6110.05

Yours Faithfully

Name: Ajay Sahasrabuddhe

Designation: Chief Revenue Officer - Retail Lending

Time Stamp: 14-11-2022 15:50:46

Write to us at help@zestmoney.in www.zestmoney.in

 SANCTION LETTER

Date: 14-11-2022

Baldha Henil Arvindbhai

Gondal Road,Kishan Plot, Jamkandorna, Rajkot, Jam Kandorna, Gujarat, Jam Kandorna, 360405

Dear Sir / Madam,

Please refer to your loan application #56131544A1A1 for a loan facility from Hero FinCorp Limited
made through Camden Town Technologies Pvt. Ltd. ("ZestMoney") through ZestMoney’s technology
platform https://zestmoney.in/.

We are happy to provide the credit facility on the following broad Terms & Conditions subject to further
assessments of your loan application in terms of our internal Loan sanctioning policies.

INR. 17,913.05 (Rupees Seventeen Thousand Nine Hundred Thirteen

1 Sanction Amount
and Paise Five only) to be disbursed by payment to Amazon

2 Nature of Loan Term Loan

3 Purpose of Loan Consumer Loan

Rate of Interest % p.a.

4 26.0% charged on monthly rests
(Annualized)

5 INTEREST TYPE Reducing

6 Tenor (Months) 3

This loan may be availed by you within 7 (seven) days from the date
7 Availability Period
of accepting the standard loan terms of the Lender

INR. 0.0, this amount will be paid to Amazon and does not form a part
8 Down Payment
of the Sanction Amount.
 9 Late Payment Charges Rs. 250/-

10 Penal/Default Charges NIL

The principal and interest shall be repaid by paying 6,232.00/month

11 Repayment Details
for 3 months.

12 Repayment Start Date 05-12-2022

(i) You can make an pre-payment of the amounts due under this loan,
in part or in full, at any time.

(ii) ZestMoney may collect amounts payable by you on our behalf

using the e-NACH /NACH ( National Automated Clearing House)
mandate or similar payment mandates provided by you. In addition,
13 Other Conditions
ZestMoney may also charge a fee for facilitating this transaction.

(iii) Non-payment of amounts due on the relevant due dates may have
adverse consequences including: (a) having your details reported to
the credit bureaus; and (b) suitable legal action as may be necessary to
recover the outstanding amounts.

This offer is valid up to 30 working days from the date of issue and you are requested to complete the
documentation and other formalities as per our requirements to avail the credit facility.

This Sanction Letter may not be construed as a binding commitment on us to disburse the
abovementioned credit facility, unless you have accepted the standard loan terms in a form and manner
acceptable to us and the conditions for disbursal set out therein are fulfilled to our satisfaction.

General Terms and Conditions

1. The Loan Documents shall contain additional terms and conditions which have not been set out in
this Sanction Letter and the Loan Documents shall be read together with the terms and conditions
specified in this Sanction Letter.
2. All the charges including but not limited to processing fees, legal, incidental expenses, inspection,
legal search, insurance expenses, stamp duty, Taxes and out of pocket expenses and other related
charges in connection with the proposed Loan shall be borne by the Borrower.
3. Notwithstanding anything contained in this Sanction Letter or otherwise, the sanction of the Loan
mentioned overleaf is at the sole discretion of and the terms and conditions in relation to the Loan
are subject to modification and / or cancellation and / or repayment to Lender, at the sole discretion
of the Lender, on demand without assigning any reasons for the same.

4.
 4. The Lender, at its sole discretion, shall be entitled to revoke this sanction upon occurrence of any
of the following events including but not limited to if:
1. There is any material change in the purpose(s) for which the Loan has been sanctioned.
2. In the sole judgment of the Lender, any material facts have been concealed and / or become
subsequently known.
3. Any statement, declaration, undertaking or disclosure made by, or on behalf of, the Borrower
in the application or otherwise is incorrect, inaccurate, incomplete or misleading.(d ) There is
a default or a breach of the terms and conditions of this Sanction Letter, the Loan Documents
or any other loan offered by the Lender or its group company to the Borrower/Co-Borrower.
( e) If there is any bankruptcy or insolvency proceeding against the Borrower ( f) Relevant
documents are not executed by the Borrower as per Lender’s policy and format (g) any other
reason/condition/occurrence which affects the loan or the borrower.
5. Lender adopts interest rate/ pricing methodology based on various risks associated with the type of
Loan, cost of funds, tenor of the loan, loan amount etc. Further, Lender periodically reviews the
rate of interest and product features offered by it with those offered by its competitors. For a
Borrower, an additional risk premium may be included in the pricing based on the credit risk
associated with the Borrower which is a function of the Borrower’s credit history, credit
information, internal rating along with other factors like the Borrower’s source of income,
professional experience etc. Accordingly, the applicable rate of interest may be different for
different categories of borrowers and may differ from one loan to other loan.
6. The Borrower shall immediately intimate the Lender in the event of any change in the repayment
capacity of the Borrower, loss / change of job / profession, etc. and also any change in any
information stated in the application or under any Loan Document.
7. The Loan sanctioned to the Borrower shall be subject to Lender’s rules as well as the directives
issued by Reserve Bank of India, from time to time.
8. Notwithstanding the issuance of this Sanction Letter and the acceptance thereof, Lender may
decide to not disburse the Loan, repudiate and rescind this Sanction Letter unilaterally without
assigning any reasons.
9. This Sanction Letter is confidential and the property of the Lender and neither this document nor
the contents hereof shall be communicated to or used without the Lender’s prior written consent.
10. This Sanction Letter shall be governed by the laws of India and the Borrower and the Lender shall
be subject to the exclusive jurisdiction of courts of Delhi. Notwithstanding the aforesaid, the
Borrower acknowledges and agrees that Lender may, however, in its absolute discretion commence
any legal action or proceedings arising out of this Sanction Letter and Loan Agreement against the
Borrower in a court, tribunal or any other appropriate forum situated in any part of India.

Name of Borrower: Baldha Henil Arvindbhai

Signature Of Borrower

By clicking “I accept” You electronically sign and accept the Loan Agreement including the Sanction
Letter and agree to be legally bound by its terms. Your acceptance of these Loan Terms shall constitute
Your agreement to irrevocably accept and to be unconditionally bound by all the terms and conditions set
out in these Loan Agreement , and Your acknowledgement and confirmation that this Loan Agreement
(along with the Sanction Letter) have been duly read and fully understood by You.

Date: 14-11-2022 15:50:46

IP: 103.138.233.123
Write to us at help@zestmoney.in www.zestmoney.in
 Loan Agreement

This Loan Agreement (“Loan Agreement”) is executed on the date specified in the herein below attached to
this Loan Agreement are this entered into by and between:

Hero FinCorp Limited, a public limited company incorporated under the Companies Act, 1956, registered
as a Non-Banking Financial Company under the provisions of Reserve Bank of India and having its
registered office at 34, Community Centre, Basant Lok, Vasant Vihar, New Delhi - 110057_(hereinafter
referred to as the “Lender” or “We” or “Us” or “Our” or “HFCL” which term shall so far as the context
admits be deemed to mean and include its divisions, subsidiaries affiliates and their successors and assigns)
OF THE FIRST PART

And

The persons set forth in Sanction Letter and the KFS of this Loan Agreement (hereinafter referred to as the
“Borrower” or “You” or “Your” ) OF THE OTHER PART.

This loan is facilitated through the technology platform https://zestmoney.in/.(“Platform”) owned by

Camden Town Technologies Private Limited (“ZestMoney”). This Loan Agreement is effective as of the 14-
11-2022 15:50:46 and shall be valid and remain in force till such time that all amounts payable under this
Loan Agreement is repaid in full by You to Us. You may exit this Loan at any time during the Cooling Off
Period set out in the KFS.

1. Key Fact Statement, Sanction Letter and Loan Agreement

A copy of the Key Fact Statement (“KFS”), and the sanction letter with reference to the loan
application number 56131544A1A1 as provided herein above, shall be read with and form an integral
part of this Loan Agreement.
2. Loan Amount
1. Loan Amount: The Net Disbursed Amount, as specified in the KF will be paid to You or to
Amazon (“Merchant”), and you acknowledge and confirm that such payment to the Merchant
shall be deemed to be a disbursement to You. The Loan Amount may include the processing
fee and the insurance fee (if requested by You) as detailed in the KFS.
2. Down-payment: Prior to execution of this Loan Agreement, You will make a down-payment
of INR 0.0(“Down-payment”) which shall be paid through the Platform. You hereby confirm
that a failure or delay by You to make the Down-payment (unless waived by Us in writing) is a
breach of the terms of this Loan Agreement and the Loan will not be made available to You
until the Down-payment has been received by Us.
3. Interest: (i) The rate of interest applicable is 26.0 % per annum. “Interest” means the rate of interest
payable by the Borrower, specifically mentioned in the applicable schedule or such rate as maybe
communicated to the Borrower, that is applicable on the Loan amount from the date of disbursement
until such date the outstanding Loan amount is repaid. The Loan amount(s) disbursed to the Borrower
shall carry an Interest as specified under the applicable schedules to this Loan Agreement (hereinafter
referred to as “Interest Amount”). Lender shall have the right at any time or from time to time to
review and revise the Interest Amount or any fee or charges to be levied, the repayment terms of the
Loan or any Outstanding Amount (as defined hereinafter) thereof in such manner and to such extent
as Lender may in its sole discretion decide and shall be communicated to the Borrower by the Lender.
 “Outstanding Amounts” shall mean and include, at any time, all amounts payable by the Borrower
to the Lender pursuant to the facilities/Loan availed through this Loan Agreement including but not
limited to the present and future obligations and liabilities of the Borrower to pay/ repay without
limitation the principal amount of the Loan and Interest thereon and all taxes, expenses, fees,
liquidated damages, default \interest, indemnities, costs, charges and expenses including without
limitation any statutory or legislative charges, penalties, if any, in connection with the Loan; and such
other reasonable expenses incurred in relation to any exercise by the Lender of its right, together with
legal fees and court costs. The Annual Percentage Rate applicable to this Loan is as set out in the
KFS.
4. Lender reserves its right to revise the Interest Amount depending on the market conditions or change
in Applicable Laws or due to reasons beyond the reasonable control of Lender. Such revised Interest
Amount would be payable by the Borrower from the date of change in said Interest Amount.
5. The Borrower shall pay Interest to the Lender on the principal amount of the Loan outstanding and the
Interest shall be calculated on the reducing balance or on a flat rate basis, as the case may be. This
interest shall be payable in accordance with the Interest Payment Date(s).
6. Notwithstanding the provisions of this Loan Agreement, in the event the Loan is cancelled / recalled /
terminated by the Lender in accordance with the provisions of this Loan Agreement, the Outstanding
Amount shall become due and payable immediately and the Borrower shall be liable to pay / repay the
entire Outstanding Amount forthwith or within such period as may be specified by the Lender.
7. The Lender shall not be required to give any notice, reminder or intimation to the Borrower regarding
their obligation to pay / repay the amount payable hereunder and it shall be entirely the Borrower’s
responsibility to ensure prompt and regular repayment of the amount payable by the Borrower to the
Lender in the manner provided under this Loan Agreement.
8. Lender shall have the right at its sole discretion to revise the Interest at any time on account of
changes in the Applicable Law. The judgement of the Lender with respect to occurrence of any these
events shall be final and binding on the Borrower. Following such Interest Rate reset as
communicated by the Lender to the Borrower, the Borrower shall from the Due Date immediately
after, pay Interest at the revised Interest Rates. Any revision in the Interest Rate shall only be
applicable on the Borrower prospectively from the date of communication of such Interest Rate reset.
9. The levy of default interest or Late Payment Charges , as the case may be, shall not prevent the
Lender from declaring an Event of Default during the continuance of delay/default in payment by the
Borrower and shall not prejudice the exercise of any rights and remedies available to the Lender upon
the occurrence of an Event of Default.
10. Any Interest, penal interest, processing fees, commission or fees accruing under this Loan Agreement
will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a
year is considered on actual basis. The day count convention may be varied at the discretion of Lender
and the same shall be communicated to the Borrower from time to time.
11. Increased Cost
1. The Borrower shall, within 7 (seven) days of a demand in writing from the Lender, pay the
Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a
result of (i) the introduction of or any change in (or in the interpretation, administration or
application of) any Applicable Law or (ii) compliance with any Applicable Law made after the
date of this Loan Agreement. The term “Applicable Law” for the purpose of this Clause shall
include any law or regulation concerning capital adequacy, exposure norms, prudential limits,
liquidity, reserve assets or Tax and accordingly, affecting this Loan Agreement.
2. For the purpose of Clause 11.1, “Increased Costs” means a reduction in the rate of return from
a Facility or on Lender’s (or its Affiliate’s) overall capital (including by virtue of reserve
requirements); or (ii) a reduction of any amount due and payable under any agreement, incurred
by the Lender or any of its Affiliates, to the extent directly or indirectly, attributable to
Borrower’s obligations under this Loan Agreement.
12. Processing Fee : The Processing Fee of INR 472.00 will be charged to You and will be payable to Us
along with the amounts due under the Loan Agreement. This Processing Fee is non-refundable even if
the Loan is cancelled by the Borrower and/or the Merchant.
13. Total Amount: The Loan Amount and interest and the Processing Fee as set out in the KFS is
19,046.05 (“Total Amount”). In addition, Processing Fee, Late Payment Charges and other charges
may become payable by You in accordance with this Loan Agreement as further specified in the KFS.
14. Installment Amount: The monthly installment, being the aggregate of the principal and interest
amount payable by You is 6,232.00 (“Installment Amount”).
15. Late Payment Charges: Late Payment Charges as indicated in the Sanction Letter will be payable by
in case of delay of installment.
16. Cancellation Event
1. Where a Loan has been availed for the purposes of purchasing any goods or availing any
service from a Merchant and such good or service has been returned or cancelled by You, as
the case may be (“Cancellation Event”), then any refund received from the Merchant pursuant
to a Cancellation Event shall be appropriated as follows in the following order:
1. First, towards all the amounts outstanding under this Loan and such appropriation will
be deemed to be towards prepayment of this Loan, in full or in part, to the extent of
monies received from the Merchant;
2. Second, towards return of the Down-payment, if any, made by You;
2. For avoidance of doubt, it is hereby clarified that the Lender shall not be liable to refund any
interest amounts paid in respect of the Loan until the occurrence of the Cancellation Event.
3. Any return or cancellation of the goods or service, including the amounts receivable from the
Merchant owing to a Cancellation Event, shall be subject to the terms and conditions of the
Merchant applicable to such goods or service.
4. You hereby agree to make the repayments contemplated in Clause 17 and comply with your
obligations in respect of this Loan notwithstanding any dispute, disagreement or any other
claim that you may have in respect of the goods of services for which the Loan was availed,
whether against the Merchant or any other person.
17. You are required to pay the Total Amount in the following manner:
Due Date Principal Due Interest Due Total Due Balance
05-12-2022 5960.00 272.00 6232.00 11953.05
05-01-2023 5973.00 259.00 6232.00 5980.05
05-02-2023 5980.05 130.00 6110.05 0.00
18. The Borrower understands and agrees that upon the occurrence of Event of Default under this
Agreement, the Lender shall have an unqualified right to classify the account of the Borrower as
special mention account (SMA) or a non-performing asset (“NPA”) or otherwise in accordance with
the applicable guidelines, circulars, notifications, rules and regulations issued by the RBI or the any
other Authority. A scenario of SMA/NPA classification has been illustrated below:
Classification & Upgradation of Special mention accounts (SMA)/ Non-
Basis of Classification:
Performing Asset (NPA):
Principal or
SMA Interest
Sub- wholly or
Categories p a r t l y
overdue
0 Upto 30
SMA
days
More than
 Principal or interest or any other payment remain overdue then Borrower SMA-1 30 days
loan account shall reflect the asset wholly or partly classification (SMA/ and upto
NPA) status of an account at the day-end of that calendar date. 60 days
Loan accounts classified as NPAs may be upgraded as ‘Standard’ asset only More than
if entire arrears of interest and principal are paid by the Borrower. 60 days
SMA-2
and upto
90 days
More than
NPA
90 days
19. We or any of our representatives will collect payments due from You on our behalf on each DUE
Date by debiting Your bank account which You have registered with Us (“Bank Account”) through
the Platform by obtaining from You any one or more of the following, as may be requested by Us
20. National Automated Clearing House (NACH) mandate in favour of any of Our representatives in a
form and manner acceptable to Us; or
21. Other payment modes like net-banking, debit card via payment gateway as may be acceptable to Us.
22. You hereby agree, acknowledge and confirm that We, ZestMoney or any person acting on Our behalf,
are entitled to and are authorized to debit your Bank Account on each Due Date for the amount due
and payable by You on such Due Date, without any further consent, approval or action from You.
23. If the relevant Installment Amount is not available for collection by Us in full on a Due Date,
We will charge a Late PaymentCharges as set out in the Sanction Letter and the KFS. We may
try to debit Your Bank Account at a later stage and on more than one occasion for all or any part of
the Total Amount due along with any other amounts that may be due from You. You may provide Us
with details of a second bank account, through the Platform along with the required authorizations. If
We are unable to collect payment from the Bank Account, We may seek payment from the second
bank account and on multiple occasions, for all or part of the Total Amount and other charges due,
until all amounts payable in respect of the Loan are paid in full.
24. You have the right to receive loan statement, on request, and free of charge, at any time throughout
the Term, indicating the required details.
25. If You do not repay any portion of the amounts payable by you under this Loan Agreement on the
relevant due date, You are in ‘default’. We reserve the right to charge interest on the amounts
remaining unpaid by You. Interest after default will be calculated daily and applied to the Total
Amount every 30 (thirty) days (or earlier, if all amounts due under the Loan are repaid in full before
30 (thirty) days).. You understand and agree that such interest and the Late Payment Charges are
genuine pre-estimates of the loss that may occur to Us as a result of your non-payment and these are
not in the nature of penalties.
26. You are also liable to bear all costs and expenses (including, but not limited to, enquiry agents, debt
collection agents, registration costs and legal costs) reasonably incurred by Us in connection with
preserving or enforcing Our rights in respect of this Loan Agreement.
27. Any sums due will be deducted directly from Your Bank Account or any other bank account, details
of which You have provided to Us in accordance with Clause 2.5 above.
1. You must understand that the details of this Loan and the status of Your payments will be
reported to the credit information bureaus in accordance with applicable law. Missing payments
could have severe consequences, including legal proceedings. We reportmissed payments to
credit bureaus, so Your failure to pay could make obtaining credit in the future more difficult
for You.
28. You have a right to make early repayment in full or in part and You can exercise this right by giving a
written notice to Us at customer.care@herofincorp.com or ZestMoney at help@zestmoney.in. In the
event you wish to may early repayment, please intimate Us/ZestMoney at least 15 days prior to the
due date to avoid the payment of interest for the month in which you wish to make an early
repayment. The part prepayment shall be subject to the prior consent of the Lender.
29.
29. The Lender shall have a right to make use of the standing instructions to Lender (authorizing Lender
or ZestMoney or its third party service providers to debit the bank account of the Borrower) provided
by the Borrower to recover any Outstanding Amount payable by the Borrower under this Loan
Agreement or any other agreements which the Borrower has executed with the Lender.
30. The Borrower shall bear all applicable Tax on the Outstanding Amounts and all other levies as
applicable on the Facility.
31. No cash payment to or payment in the name of any direct marketing agent, direct selling agent
appointed by the Lender or its third-party service provider shall be made and if any such payment is
made, the Lender shall not be responsible to take due account of the same.
32. Charges that may be applicable, except stamp duty, if any, service charges and legal charges as
applicable under the Agreement or any other documents shall be borne by the Borrower.
33. The Borrower’s obligations hereunder will remain in full force and shall not be affected, impaired,
diminished or extinguished by any act, omission, default, matter or thing except the full, prompt and
complete performance of all the terms, undertakings and conditions of this Loan Agreement,
including the due and punctual payment of all the Outstanding Amounts that may become due to the
Lender under this Loan Agreement
34. Terms & Conditions
1. Loan Conditions: The conditions of loan (“Loan Conditions”) are applicable to and form an
integral part of this Loan Agreement. Loan Agreement shall include the Loan Conditions by
reference (as may be amended from time to time) and where applicable, any other term
applicable documentation entered in relation to the Loan. This Loan Agreement read along
with the Loan Conditions supersedes any and all earlier letters, agreements, term sheets and
other documents between You and Us in relation to the matters set out herein, except where
specifically stated.
2. Loan Approval:If and when We provisionally approve Your loan application, the Lender
making the Loan available to you is subject to:
1. Us ensuring that the information You gave Us was not inaccurate or deficient in any
respect;
2. iif We discover that it was, then this Loan Agreement shall become void and You shall
be liable to return all monies that may have been disbursed to You immediately;
3. the availability of the Loan is subject to Our internal credit approval (and subsequent
credit reviews at any time),
4. the limits set out in this Loan Agreement, availability of funds and such disbursal being
in compliance with the applicable laws and the satisfaction of any conditions precedent;
5. the submission of such documents as We may require, including ‘Know Your Customer’
(“KYC Check”) documents; and
6. disbursal occurring before the expiry of the Availability Period.
3. No Withholding: All payments by You in respect of this Loan, whether of principal, interest,
fees, costs or other charges must be made in full, without set-off or counterclaim and free and
clear of any deduction or withholding on account of tax or otherwise. If You are required by
law to make a deduction or withholding from any payment in respect of this Loan, the total
sum due from You must be increased to ensure that, after making such deduction or
withholding, We receive a net sum equal to the sum which We would have received had no
such deduction or withholding been required.
4. Default and Consequences: You agree that We will demand immediate repayment of all
amounts owed in respect of this Loan, including the Total Amount if You: (i) delay in the
payment/ repayment of any amounts owed to Us beyond its due date; or (ii) have provided Us
with any information in connection with the Loan (including during KYC Check), which when
made, repeated or provided is incorrect or misleading in any respect or, and would have
otherwise affected Our decision to lend money to You; or (iii) are in breach of this Loan
Agreement including the KFS and the Sanction Letter; or (iv) have or likely to become bankrupt
4.

/insolvent or make a voluntary arrangement with people You owe money to. In the event of
Your death, We will recover any outstanding amounts owned by You to Us from Your legal
heirs and successors. To this end, this Loan Agreement are deemed to be binding on your
representatives, executors, successors and assigns.
5. LIEN – SET OFF : (i) Any default by the Borrower or Affiliates or any entity related to or
connected with the Borrower under any agreement, arrangement, guarantee, and/or under any
of its/their indebtedness (whether actual or contingent, or whether primary or collateral, or
whether joint and/ or several), with the Lender or its Affiliates shall constitute an Event of
Default under the Facility and vice-versa. The Lender shall have a paramount lien and right of
set-off on/against all other, present as well as future monies, securities, deposits of any kind
and nature, all other assets and properties belonging to the Borrower’s credit (whether held
singly or jointly with any other person), which are deposited with/under the control of the
Lender pursuant to any contract entered/to be entered into by the Borrower in any capacity,
notwithstanding that such deposits may not be expressed in the same currency as the
indebtedness. The Lender shall be entitled and authorized to exercise such right of lien and set-
off against all such amounts/assets/properties for settlement of the Outstanding Amount with or
without any further notice to the Borrower. (ii) In addition to any general lien or similar right to
which the Lender may be entitled by law, the Lender, may upon occurrence of an Event of
Default, at any time and without notice to the Borrower, combine or consolidate all or any of
the Borrower’s accounts on the Platform or any other Platform of the Lender’s and set off or
transfer any sums standing to the credit of any one or more of such accounts in or towards the
satisfaction of any of the Borrower’s liabilities to the Lenders or the Lender’s on any other
account or in any other respect, whether such liabilities be actual or contingent, primary or
collateral and several or joint and in the event Lender is able to seek recourse under this
provision Lender shall do so and for the benefit of the Lender. (iii) If the Borrower or his
Affiliates has paid to the Lender any amount in excess under this this Loan Agreement or any
of the agreements which the Borrower has entered into with the Lender, the Lender, shall have
the right at its sole discretion, to adjust or set off such excess amount towards any amount
outstanding against any of the Loans or Facility granted to the Borrower under this Loan
Agreement, whether actual or contingent, primary or collateral and several or joint that may be
payable by the Borrower.
6. Cancellation of a Facility: Lender can, at its sole discretion and without assigning any reason
whatsoever, cancel the Facility and call upon the Borrower to pay the Outstanding Amounts. (i)
If by reason of the introduction of, or any change in any Applicable Law it is or has or shall
become unlawful for the Lender to lend or if it becomes unlawful for the Borrower to perform
or comply with any of their respective obligations then, notwithstanding anything contained in
this Loan Agreement and upon service of notice in this regard by the lender to the Borrower,
Lender shall be entitled to cancel the Facility and the Borrower shall pay the Financial
Obligations. (ii) Any action/omission on the part of the Borrower under this Loan Agreement,
which constitutes an Event of Default under the Loan Agreement, shall consequently, entitle
the Lender to terminate/cancel the Facility. In such a case, without prejudice to any other
rights, Lender may, with or without notice, terminate the Loan Agreement. (iv) (d) The
intimation of, or service of, cancellation by the lender to the Borrower is final, non-negotiable,
and binding on the Borrower. Any cancellation will not affect the validity of the Loan
Agreement or any other facility Documents or discharge the liability of Borrower to pay the
Outstanding Amounts to the Lender.
7. Lender’s Rights : Lender may at its sole discretion: (a) Revise or reschedule the repayment
Agreement for the Outstanding Amounts;(b) have the right to store financial, identity and other
data/information of the Borrower in connection with the Outstanding Amounts; (c ) be entitled
at its absolute discretion and in the manner it deems fit to disclose/publish any information
about the Borrower, the Loan, relationship with the Lender and/ or any default committed by
 7.

the Borrower in repayment of the Outstanding Amounts (whether such information is provided
by the Borrower or obtained by the Lender itself and whether in form or repayment conduct,
rating order, defaults) to its holding company, other branch offices, Affiliates, RBI, banks,
other financial institutions, CIBIL, its auditors, any refinancing agency or any third parties
including rating agencies as the Lender may, in its sole and exclusive discretion, deem fit and
proper. Lender shall also be entitled to seek and receive any information as it deems fit in
connection with the Loan and/ or the Borrower from any third party; (d) have the right to
inspect books of accounts and other records maintained by the Borrower; and (e) have the right
to obtain refinance against the Facility as it may consider appropriate.
35. Borrower’s Representations and Warranties
1. You confirm and represent that at the date of applying for and accepting this Loan:
1. You are not bankrupt/insolvent or considering filing for bankruptcy/ insolvency;
2. You have not been included in any list of willful defaulters by any regulatory or
statutory authority or bank or financial institution in accordance with the parameters
specified by the Reserve Bank of India from time to time;
3. You are not entitled to, or will claim immunity from suit, execution, attachment or other
legal process in any proceedings arising from the Loan Agreement;
4. You are not under notice of termination of employment, redundancy or any other notice
which could affect Your employment or financial status;
5. You are not in receipt of any benefits instead of Your usual wages, salary or other
income declared to the Lender.
6. the information provided by You in connection with the Loan including the information
provided during KYC Check are true and valid.
7. You are major and of sound mind and does not suffer from any incapacity;
8. You will Utilize the Loan in compliance with the applicable State and National level
Environmental, Social and Governance (ESG) Regulations. The Borrower further hereby
undertake and confirm that it shall also ensure the compliance with any amendments in
the existing ESG Regulations during the Term of the Loan.
9. You will not enter into any transaction related to any activity prohibited by, the United
Nations Security Council or its committees pursuant to any resolution under Chapter VII
of the United Nations Charter.
10. The Borrower hereby agrees, confirms, and acknowledges that based on the
representations and warranties mentioned hereinabove, representations and warranties as
set out in this specific terms and conditions (if any), and the terms of this Loan
Agreement that the Lender has agreed to make available the Loan to the Borrower. All
representations and warranties of the Borrower contained herein shall survive the
execution, delivery and/or termination of this Loan Agreement and until the Outstanding
Amounts shall be repaid in full. Notwithstanding the execution of this Loan Agreement,
the Borrower hereby agrees to comply with the terms and conditions and stipulation that
is/are required by the Lender for the aforesaid Loan including any additional/amended
rules and regulations of the Lender for extending or renewing the Loan. The Borrower
will be deemed to have renewed each of these representations and warranties every time
it extends, renews or modifies the Loan extended under this Loan Agreement.
36. EVENTS OF DEFAULT
1. An “Event of Default” shall have occurred if:
1. The Borrower has defaulted in payment of the default to be principal sum of the Loan
and/ or any other amount due and payable by the Borrower to the Lender on any Due
Date; or
2. The Borrower is in breach of any representations, warranties, covenants or obligation
under this Loan Agreement; or
1.

3. The Borrowers apply and/or utilize the Loan (a) for such purposes which are not
permitted under this Loan Agreement or any other document that may be executed
between the Borrower and the Lender and/or (b) for any purpose which is considered and
/or deemed to be unlawful, illegal or contravene the provisions of any applicable laws,
rules and regulations; or
4. Any representation or statement made or repeated by the Borrower in this Loan
Agreement delivered by or on behalf of the Borrower under or in connection with this
Loan Agreement is incorrect or misleading in any respect when made or repeated.
Further, if there is any suppression of facts by the Borrower in any of the documentation
or this Loan Agreement delivered by or on behalf of the Borrower in connection with the
Facility;
5. It is or becomes unlawful for the Borrower to perform any of its obligations under this
Loan Agreement; or
6. Occurrence of an event which may lead to Material Adverse Effect; or
7. Failure by the Borrower and/or his Affiliates to comply with Applicable Law, including
regulations and rules as issued by authority; or
8. Non-satisfaction of a Conditions Precedent or any other conditions that may be
prescribed under this Loan Agreement; or
9. If any financial indebtedness of the Borrower is not paid when due, or is declared to be
or otherwise becomes due and payable prior to its specified maturity as a result of any
actual or potential default, event of default, or any similar event (however described), or
any creditor of the Borrower becomes entitled to declare any financial indebtedness of
the Borrower due and payable prior to its specified maturity; or
10. If the Borrower is unable to, or admits its inability to pay its debts, or proceedings for
taking it into insolvency or liquidation have been initiated by any competent court; and
11. If any /insolvency/ bankruptcy proceedings are commenced by or against the Borrower
or the Borrower become subject to proceedings under Section 7, Section 9, Section 10 or
Section 59 of the Insolvency and Bankruptcy Code, 2016 or any application or petition is
filed by any party under the Insolvency and Bankruptcy Code, 2016 against the
Borrower or a Service Provider;
12. Any representation, warranty, declarations, information or statement confirmed or made
or deemed to be made, by the Borrower in connection with any Facility Document
(including in connection with any Drawdown/utilization) or in any notice, certificate or
statement referred to herein or delivered hereunder is false, inaccurate or misleading in
any respect when made or deemed to be made and such default is not cured within a
period of 15 (fifteen) days from the Borrower becoming aware of the aforesaid or the
Borrower providing a notice to in the Lender in this regard, whichever is earlier;
13. If the Borrower ceases or threatens to cease or carry on its business or profession or
employment;
14. If the Borrower suffers from Incapacity;
15. Any action or event which triggers the initiation of moratorium of any nature, whether
by statutory operation or otherwise under any Applicable Law, in relation to any of the
Borrower or any of their assets;
16. If the Borrower acts fraudulently or dishonestly;
17. If the Borrower fails to deliver NACH mandates/electronic transfer/standing instructions
in accordance with the terms of the Facility Documents or as and when demanded by
HFCL;
18. If the Borrower dies and the legal heirs, successors, assigns of the Borrower do not or
otherwise for any reason whatsoever fail to execute a supplementary agreement, in the
format acceptable to HFCL, within the time as may be stipulated by HFCL in its sole
discretion, agreeing to substitute themselves in place of the deceased Borrower;
19.
 19. f the Borrower is convicted under any Applicable Law; or
20. If the Borrower fails to furnish, any information/documents, as required by the Lender
21. the Borrower have been declared to be a willful defaulter

The decision of the Lender as to whether or not an Event of Default has occurred shall
be final and binding upon the Borrower.

2. Default under one facility/loan by the Borrower shall be tantamount to default under all
facilities availed by the Borrower and shall consequently result into cancellation/termination of
this Loan Agreement
3. Without prejudice to or affecting or diluting the rights of the Lender under this Loan
Agreement, if an Event of Default occurs, the Lender shall be entitled to exercise any or all of
the following rights (whether simultaneously or otherwise), at its sole discretion:
1. cancel the Facility, whereupon no further utilization may be made of the Facility; and/or
2. declare all Outstanding Amount due, owing or outstanding (whether or not then
otherwise due) under the Facility as being immediately due and payable or otherwise
payable on demand;
3. instruct any Person, who is liable to make any payment to the Borrower, to make such
payment directly to the Lender or its third-party service provider;
4. To direct or effect the delisting of the Borrower off the Platform on the basis of any
Event of Default, as deemed fit by the Lender in its sole discretion;
5. stipulate such other conditions or terms in relation to the Facility Documents as HFCL
considers necessary.
4. Notwithstanding anything contained in this Loan Agreement, the Lender may, without
assigning any reason cancel the Facility herein granted and demand repayment thereof. The
Lender shall be entitled to recall the Facility and demand immediate repayment of the entire
outstanding dues under the Facility. Delivery of such notification by the Lender shall constitute
sufficient notice of such cancellation, and thereupon the entire Outstanding Amount in relation
to the Facility shall become due and payable by the Borrower immediately to the Lender.
5. If We find that You are, or are likely to be, unable to pay the amounts due in respect of this
Loan on the relevant due date or to perform or comply with the terms here under or if it is so
required in Our reasonable opinion, We shall be entitled to restructure the terms of the Loan
provided here under (including without limitation by changing the commercial terms of the
Loan), refinance the Loan and/or take such other steps as may be required in Our opinion.
37. Illegality: If it is or becomes unlawful for Us to give effect to Our obligations under this Loan
Agreement, We may notify You to that effect and all amounts due from You in respect of this Loan,
including the Total Amount shall be deemed to be repayable immediately.
38. Alteration: We may alter any of this Loan Agreement by giving You notice through the Platform.
39. Indemnity:
1. The Borrower shall, without prejudice to any other rights of Lender, jointly and severally
indemnify and agree to keep fully indemnified and hold harmless Lender and its officers
/employees against, and pay and reimburse Lender, any actions, suits, claims, proceedings
losses, damages, costs, charges or expense or outgoings which Lender shall have sustained or
suffered or incurred by Lender as a consequence of breach of any of the terms & conditions,
statements, undertakings, representations and warranties of this Loan Agreement as also of any
of their representations, warranties, undertakings and/or covenant not being found to be true at
any point of time, occurrence of an Event of Default, or laches or acts of omission and
commission on the part of the Borrower, or otherwise on account of the Facility.
2. Without prejudice to the other rights of HFCL under this Loan Agreement or any other Loan
documents or Applicable Law, the Borrower hereby agrees to indemnify and keep indemnified
and hold harmless the Lender, Lender’s Affiliates, nominees and agents, their officers,
 2.

directors and employees (each an Indemnified Party) from and against any losses, claims,
actions, proceedings, demands, damages, costs and expenses incurred including attorneys’ and
accountants’ fees (collectively “Losses”) to which any Indemnified Party may become subject
to, insofar as such Losses arise out of, in any way relate to, or result from:
1. any information provided or approved by the Borrower being misleading or deceptive in
any respect;
2. any enquiry, investigation, or litigation with respect to any Borrower or with respect to
the transactions contemplated under this Loan Agreement;(c) failure by the Borrower to
comply with/ fulfil any obligation, undertaking, covenant or condition contained in this
Loan Agreement; (d) breach by the Borrower of any representation and warranty under
this Loan Agreement; and (e) any act or omission that constitutes a violation of
Applicable Law by the Borrower. (f) any Material Adverse Effect; (g) the occurrence of
any Event of Default or any cause thereof; (h) any delay in payment of any sums payable
or reimbursable by the Borrower to HFCL under or pursuant to this Loan Agreement and
/or other Loan Documents; (i) any instance of proven incorrect instructions/ information
given by the Borrower as regards funding, or making arrangements to fund, any Facility
requested by the Borrower in a Disbursement Request Form and the lender, having acted
upon such instructions has incurred/suffered any loss/damage;(j) the Loan or part of a
Loan not being prepaid in accordance with a notice of prepayment/foreclosure given by
the Borrower; (k) Levy by any Authority of any charge, Tax or penalty in connection
with regularizing or perfecting any of the Loan Documents as may be required under
Applicable Law until the Outstanding Amounts have been repaid in full to the Lender, or
getting any of the Loan Documents admitted into evidence, or relying on any Loan
Documents for proving any claim.
3. The Borrower hereby accepts and acknowledges to have clearly agreed and understood that the
indemnity would cover all acts and omissions on the part of the warranties and/or
representations of the Borrower. Similarly, in the event of any claims being made on the
Lender on account of any breach of warranty, representations, non- compliance of any
Applicable Law, unauthorized act, fraud, deed or thing done or omitted to be done or
undertaking made by Borrower or its employees, agent, being false, the Borrower undertakes to
pay forthwith on first demand being made by the Lender of any amount on this account without
any demur, reservation, contest, protest whatsoever.
4. The Borrower does hereby undertake to indemnify the Lender from all Losses suffered by the
Lender in defending any suits, applications or proceeding against the Lender or any of its
officers, employees or agents that the Lender may suffer on account of any defect in the title of
the security interest created in favour of the Lender or by reason of any suit, application,
proceeding, complaint filed by any third party for whatsoever reason.
5. The Borrower agrees that a certificate from an Indemnified Party specifying the amount of any
Losses shall be conclusive except in the case of manifest error.
6. The indemnification right of the Indemnified Party under this Loan Agreement are independent
of, and in additional to, such other rights and remedies as the Indemnified Party may have at
Applicable Law or in equity or otherwise, including the right to seek specific performance,
rescission restitution or other injunctive relief, none of which right or remedies shall be affected
or diminished thereby.
40. Use of Personal Information
1. You agree and acknowledge that We and ZestMoney are the data controller and may use data
that identifies You and/or provided by You to Us or ZestMoney (“Your Personal Data”) for:
statistical analysis; to develop and improve Our products/services; to update Our or ZestMoney’
s records; to identify which of Our, or others’ products/services might interest You; to assess
 1.

lending and insurance risks; to arrange, underwrite and administer insurance and handle claims;
to identify, prevent, detect or tackle fraud, money laundering and other crime; to carry out
regulatory checks; keeping You informed about Your Loan.
2. You hereby specifically grant Your consent to Us and ZestMoney to collect Your Personal
Data for the purposes set out in this Loan Agreement.
3. We will keep Your Personal Data confidential and only use it or give it to others for the
purposes explained above and as set out in Our privacy policy located at https://www.
herofincorp.com/company-policiesand ZestMoney’s privacy policy located at www.zestmoney.
in/privacy. and terms and conditions at www.zestmoney.in/terms-and-conditions/. You consent
to Our and ZestMoney’s privacy policy. Feel free to refer the aforesaid links for reading the
said privacy policies.
41. The Borrower agrees/confirms as follows:
1. The Borrower authorizes Lender or its group companies or Affiliates to access the Borrower’s
credit information report from any other credit information company registered with the
Reserve Bank of India (collectively referred to as “Credit Information Companies”). Lender
shall share such credit information report with the Platform for credit facility purposes.
2. The Borrower understands and acknowledges that in case of an Event of Default and/ or to be
in compliance with Applicable Laws, Lender shall be entitled to share the information and
details of such default of the Borrower with the Credit Information Companies, which may
significantly impact the ability of the Borrower to avail any loans or credit facilities in the
future. The Borrower hereby agrees and gives consent for the disclosure by Lender of all or any
such:
1. information and data relating to the Borrower; (ii) information and data relating to any
Loan availed/ to be availed by the Borrower (iii) default, if any, committed by the
Borrower in discharge of their obligations as Lender may deem appropriate and
necessary to disclosure and furnish to Credit Information Companies and/ or any other
agency authorized in this behalf by RBI and/or under Applicable Law and/or to
information utilities or any other person pursuant to the IBC and/or to any other statutory
or regulatory or law enforcement authority (including courts, tribunals etc.). (iv) The
Borrower gives its consent to the Lender and/or RBI and/or Credit Information
Companies and/ or any other agency authorized in this behalf by RBI or Applicable Law
to publish their names and/or name of their directors, partners, sole proprietors etc. as
defaulters in such manner and through such medium as the Lender/ RBI or Credit
Information Companies or any other agency authorized under Applicable Law or by RBI
in their absolute discretion may think fit. The aforesaid right shall be available to the
Lender in addition to and not in derogation of any other rights available under this Loan
Agreement.
2. The Borrower understands and undertakes that the Lender may also disclose
information/ documents relating to the Borrower to any third-party including for
promotional purposes or any other purpose as the Lender may deem fit.
3. The Borrower further understands and agrees that the Lender may by itself or by
engaging third party, verify any information or documents provided to the Lender with
respect to the Loan, including without limitation verification with employers, financial
institutions, other banks at the time of making the application for the Loan or at such
intervals as may be decided by the Lender.
4. The Borrower understands that provisions under this Loan Agreement, does not compel
or bind Lender to provide any Loan or further Loan to the Borrower in the future.
Borrower understands that Lender shall grant each Loan to the Borrower at its sole
discretion and Borrower shall have no right to challenge such decision of Lender.
5. In no event shall the Lender be liable for any losses due to loss or improper or
unauthorized use of the passwords, login information, data, onetime passwords etc. on
 5.

the Platform or through any electronic mode and the Borrower shall be solely
responsible for the same. Further, the Lender shall not be liable for any losses due to any
delay or inability to use of Platform or services provided by any electronic mode, the
provision of or failure to provide services by the Lender, or for any information,
software, products and services obtained through the Platform, or otherwise arising out
of the use of the Platform, whether based on contract, negligence, strict liability or
otherwise.
6. The Borrower agrees that the Lender may at its sole discretion disclose information
regarding the Loa or the Borrower, including accounts, business or transaction of the
Borrower with the Lender (including personal data/sensitive personal data) (“Customer
Information”) to:
7. any office, Affiliate or associate of the Lender, and to their employees; L(ii) ender’s
accountants, auditors, or professional advisors;(iii) any actual or proposed assignee,
transferee, participant or sub-participant of the lender(iv)RBI, Income Tax Authorities,
Credit Bureau, third parties, Credit Rating Agencies, Databanks, corporates, other
Banks, financial or third party vendor’s/service providers.(v)institutions or any other
government or regulatory authorities, statutory authorities, quasi-judicial authorities; (v)
any other Authority having jurisdiction over HFCL and CIBIL; or (vi) any Person if
required under any Applicable Law.
3. Lender may at the Borrower’s cost engage any Person to verify any information furnished by,
concerning or pertaining to the Borrower and/or the Loan.
4. The Borrower confirms that the Lender may for the purposes of credit reference checks,
verification, etc., disclose any Customer Information to any third party.
5. The Borrower acknowledges that certain services may be outsourced by the lender to various
service provider/third parties and in pursuance of which Borrower information may be
disclosed by the lender to such service provider/third parties. The Borrower hereby gives its
consent to disclosure by the lender to such service provider/third parties confidential
information relating to the Borrower and disclaims any liability that may arise by such
disclosure by the lender.
42. Monitoring and Compliance: Our internal procedures ensure that We comply with all the applicable
laws and regulations in India. You hereby agree to do all such acts, execute all such documents and
provide all such information as may be required by Us to ensure compliance with Our internal
procedures and applicable laws and regulations.
43. GRIEVANCE REDRESSAL MECHANISM

It is our constant endeavor to provide you with the best possible service and care. In case of any
grievances (including concerns about staff behavior) against Us, you may reach out to our
representatives below at any time between 10.00 AM and 6.00 PM Monday to Friday except public
holidays. We are committed to providing grievance redressal in a timely manner.
Grievance Redressal Official
You are requested to address all their grievances at the first instance to the Grievance Redressal
Official. The contact details of the Grievance Redressal Official are as provided below
Grievance Redressal Cell,
Hero FinCorp Ltd., A-44,
Mohan Co-Operative Industrial Estate, Mathura Road, New Delhi – 110044
Contact Number: 1800-102-4145
Email ID:Customer.Care@HeroFinCorp.com
 The Grievance Redressal Official may be reached on the contact number provided above anytime
between 10:00 AM and 6:00 PM on weekdays except public holidays or through the e-mail address
above. The Grievance Redressal Official shall endeavor to resolve the grievance within a period of
fifteen days from the date of receipt of a grievance.

Nodal Officer If You do not receive a response from the Grievance Redressal Official within 15 days
of making a representation, or if You are not satisfied with the response received from the Grievance
Redressal Official, the You may contact the Nodal Officer on the contact number below anytime
between 10:00 AM and 6:00 PM on weekdays except public holidays or write to the Nodal Officer at
the e-mail address below. The contact details of our Nodal Officer are provided below.

Mr. Sajin Mangalathu

Hero FinCorp Ltd., 09,
Basant Lok, Vasant Vihar,
New Delhi, 110057
Email ID:nodal.officer@herofincorp.com

44. Assignment of this Loan Agreement: You are not entitled to assign or transfer any of the rights
under this Loan Agreement to someone else. Lender shall at any time, without any consent of or
notice to the Borrower be entitled to securitize, sell, assign, discount or transfer all or any part of
Lender’s rights and obligations under this Loan Agreement, or any other document executed between
the Borrower(s) and Lender and in such manner and on such terms as Lender may decide. Borrower
shall not be entitled to directly or indirectly assign or in any manner transfer, whether in whole or in
part, any rights, the benefit or obligations under this Loan Agreement or any other document executed
between the Borrower and Lender. The Borrower(s) agrees that it shall be liable to pay all
Outstanding Amount to the Lenders notwithstanding any recourse available to Lender under such
arrangement
45. TERMINATION
The Borrower agreed and acknowledges that any action/omission on the part of the Borrower under
this Loan Agreement, which constitutes an Event of Default shall entitle the lender to terminate/cancel
this Loan. In such a case, without prejudice to any other rights, the Lender may, with or without
notice, terminate this Loan Agreement and/or enforce any security for the repayment of Outstanding
Amounts and/or forthwith demand/ recall the Loan/Outstanding Amounts by the Borrower. The
Borrower does not have the right to terminate these Loan Agreement in any situation except with the
written consent of the lender to the effect that the entire Outstanding Amounts due to the lender under
this Loan Agreement have been paid in full.
46. GOVERNING LAW AND JURISDICTION
1. This Loan Agreement, and all obligations arising out of or in connection with them, shall be
governed by the laws of India. Subject to Clause 47 , the Borrower agrees that all claims,
differences and disputes arising out of or in relation to dealings/transactions made in pursuant
to this Loan Agreement including any question of whether such dealings, transactions have
been entered into or not, shall be subject to the exclusive jurisdiction of the courts at New Delhi
only.
2. Notwithstanding the aforesaid, the Borrower acknowledges and agrees that HFCL may,
however, in its absolute discretion commence any legal action or proceedings arising out of this
Loan Agreement against the Borrower in a court, tribunal or any other appropriate forum
situated in any part of India. The rights, powers and remedies available to the Lender under this
Loan Agreement shall be in addition to and without prejudice to all rights, powers and
remedies available to the Lender under Applicable Law and which may be given to HFCL and
may be exercised independently or collectively.
47.
47. DISPUTE RESOLUTION

Any disputes, claims, controversy or difference or questions between the Parties arising out of or
relating to this Loan Agreement or any other loan documents (including a dispute relating to the
validity or existence of any Facility Documents) shall be referred to arbitration by a sole arbitrator
appointed by the Lender. The arbitration proceedings shall be conducted in accordance with the
Arbitration and Conciliation Act, 1996, including the statutory amendments thereof. The venue, place
and the seat of arbitration shall be New Delhi and the language of the arbitration shall be English. The
award including interim award(s) of the arbitral tribunal shall be final, conclusive and binding on all
the parties concerned. The arbitral tribunal may, from time to time, lay down the procedure to be
followed in conducting the arbitration proceedings and shall conduct the arbitration proceedings in
such manner as it considers appropriate.

Nothing contained herein shall be construed as extinguishing, limiting or ousting HFCL’s rights under
the applicable law, if any in connection with recovery of the Outstanding Amounts due under this
Loan Agreement and other Loan Documents. It is clarified that HFCL shall, at its discretion, be
entitled to consolidate and combine any arbitral or legal proceedings initiated or proposed to be
initiated under this Loan Agreement or any other loan documents with any arbitral or any other legal
proceeding initiated or proposed to be initiated under one or more of the other loan Documents.

48. Severability: If at any time any part of this Loan Agreement is or becomes invalid, illegal or
unenforceable in any respect under the law of any jurisdiction, neither the validity, legality and
enforceability of the remaining provisions contained herein nor the validity, legality or enforceability
of such provision under the law of any other jurisdiction shall in any way be affected and/or impaired.
49. No Waiver: No delay or omission on Our part in exercising any of Our rights, powers or privileges in
respect of this Loan shall be construed as a waiver thereof or acquiescence therewith. Any exercise of
any part of any right, power or privilege shall not preclude subsequent enforcement of any such right,
power or privilege which has, or has not been fully exercised. No waiver of any breach by You shall
prejudice Our rights in respect of any other or subsequent breach. A waiver from Us/ ZestMoney in
respect of any of your obligations must only be in writing.
50. Independent Advice: You acknowledge that You are conversant in English language and have
carefully read and understood this Loan Agreement before accepting them. You agree that You shall
be deemed to have read, understood and accepted this Loan Agreement including the Sanction Letter
upon accepting them in the form and manner acceptable to us. You acknowledge that You have taken
independent advice on the Loan Agreement so as to fully understand its consequences and
implications.
51. Notices: You agree that any notices given to You in relation to this Loan will be delivered by being
posted on Your online account on the Platform (“Your Online Account”). In such cases, You will also
receive by email to Your email address (supplied by You during Your application on the Platform) a
prompt to refer to Your Online Account. All communications with you will be in English.
52. Cost and Expenses
1. The Borrower irrevocably undertakes to pay forthwith on demand to the Lender all Taxes,
expenses, duties, Late Payment Charges including interest tax, as set out in the Sanction Letter
and the KFS hereto and any penalty relating thereto, legal cost) and any other charges except
stamp duty mentioned in the Facility Documents, payable on full indemnity basis.
2. The Borrower acknowledges that the Processing Fee as mentioned in Sanction Letter shall be
payable by the Borrower.
3. Any and all legislation fees or other taxes/ levies, in respect of the Loan and/or in respect of the
documents evidencing/ concerning the Loan and/or any penalties that may be imposed, shall be
 3.

borne and paid by the Borrower alone. In the event the Borrower fails to make such payment,
HFCL may at its sole and absolute discretion make such payments, in which event all such
amounts paid by HFCL will form part of the Outstanding Amounts
4. The Borrower shall bear, pay and reimburse to HFCL all costs, Charges or expenses which
HFCL shall certify as having sustained or incurred by it as a consequence of occurrence of an
Event of Default including all costs, charges and expenses of the legal advisors/attorneys of the
Lender.
5. Lender may at any time and from time to time without prior notice to the Borrower, add to,
withdraw or otherwise vary the fees and charges payable in connection with the Facility.
53. Specific Performance
The Parties agree that damages may not be an adequate remedy and the Parties shall be entitled to an
injunction, restraining order, right for recovery, specific performance or such other equitable relief to
restrain the other Party from committing any violation or enforce the performance of the covenants,
warranties or obligations contained in the Loan Agreement.
54. Evidence of Debt
Unless otherwise proven by the Borrower, the accounts maintained by the lender with respect to any
Facility shall be the final evidence of debt with respect to the Outstanding Amounts.
55. Survival Clause 39 (Indemnity), Clause 46 (Governing Law and Jurisdiction) and Clause 47 (Dispute
Resolution) and provisions contained herein that by their nature survive, shall survive the termination
of this Loan Agreement until the Outstanding Amounts have been repaid in full. The termination of
this Loan Agreement shall not prejudice or otherwise affect any right or obligation arising out of or
accruing under this Loan Agreement or attributable to events or circumstances occurring prior to such
termination.
56. Further Assurances
The Borrower shall execute and/or procure execution from such other Persons as may be necessary, in
favour of the lender or any nominee of the lender, any further/additional/fresh deeds/documents etc.
wherever required by HFCL to do so in respect of the Facility and the Security as mentioned herein.
57. Lender’s Remedy
Without prejudice to the aforesaid clause, Lender’s remedies under this Loan Agreement or otherwise
under Applicable Law including termination of this Loan Agreement shall be several and cumulative
and not in the alternative. The Borrower expressly agrees that nothing herein contained shall operate
to prejudice the rights and remedies of HFCL in respect of any other obligations of the Borrower to
HFCL or prejudice or effect any general or particular lien to which HFCL is entitled to or operate to
prejudice HFCL’s right to remedies in respect of any present or future Security(ies) or obligation
given to HFCL by any other person for any indebtedness or liability of the Borrower.
58. Counterparts
This Loan Agreement may be executed in any number of counterparts, each of which taken together
shall constitute one and the same instrument.
59. GENERAL CLAUSES
1. The Borrower agrees/confirms as follows:
1. That the Borrower accepts the rates of Interest, Penal Interest and its calculation method,
other fees, Charges and all other amounts payable as per the terms of this Loan
Agreement as reasonable and the Borrower has understood the meaning of each terms
and financial implications, amounts payable and liabilities and obligations created under
This Loan Agreement.
2. The Sanction Letter, KFS hereto and any amendments thereof shall be deemed to be part
of this Loan Agreement as if the provisions thereof were set out herein in extension.
3. The Borrower have read, understood, agrees and accept all the above terms and
conditions of this Loan Agreement, from clause no 1 to clause 60.
4. The Borrower agrees that this Loan Agreement commences on and from the execution
and remain in force till all the Outstanding Amounts due to the Lender are fully paid and
 4.

is legally binding. They further agree that this Loan Agreement may be execute
physically by Parties or electronically, as deemed appropriate to the Lender.
5. The Borrower agrees to the execution of this Loan Agreement in this manner, and the
Borrower acknowledges that execution in this manner creates a binding contract between
the Parties. In addition, the Borrower agree that the details required for the purposes of
this Loan Agreement, which are unavailable as of the date of this Loan Agreement, shall
be deemed incorporated and considered as a part of this Loan Agreement, as and when
such details and information are made available.
60. General
1. ZestMoney does not facilitate loans against purchases of gold and for purchase of securities.
2. The provisions of this Loan Agreement and the Loan Conditions shall remain binding on You
notwithstanding any amalgamation that may be effected by Us with any other company or
companies and notwithstanding any reconstruction by Us involving/by the formation of and
transfer of, all or any of Our assets to a new company and notwithstanding the sale of all or any
part of Our undertaking and assets to another company to the intent that the undertakings and
agreement herein contained shall remain valid and effectual in all respects, and the benefit
hereof and all rights hereby conferred upon Us may be assigned to and enforced by any such
company or companies as if such company or companies had been named herein instead of Us.
3. If any part of the Loan Conditions or this Loan Agreement that is not fundamental is found to
be illegal or unenforceable, such finding will not affect the validity or enforceability of the
remainder of the Loan Conditions or this Loan Agreement, as the case may be.
4. Any waiver by Us of a breach of any provision of this Loan Agreement shall not be considered
to be a waiver of any subsequent breach of the same, or any other, provision.
5. The records kept by Us shall be conclusive of the facts and matters they purport to record
except where there is an obvious mistake.
6. All communications with You will be in English. You hereby confirm that English is well
understood by You and is Your preferred language of communication

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