Cognilix General Terms and Conditions

1. Definitions and Interpretation

1.1 Definitions. In the Loan Documents, unless there is anything repugnant to the subject or context thereof, the expressions listed below shall have the following special meaning as assigned to them:

(a) “Borrower” means one or more borrowers, which term shall include any co-borrowers whose details are specified in the Sanction Terms. The expression “Borrower” shall unless excluded by or repugnant to the subject or context, be deemed to include, (a) in case of an individual, Hindu undivided family (HUF), and/ or a sole proprietorship concern - his/ their heirs, executors, administrators, and permitted assigns; (b) in case of a partnership firm - its partners from time to time, their legal heirs, executors, administrators and permitted assigns; (c) in case of a company defined under the Companies Act, 2013, or a limited liability partnership registered under the Limited Liability Partnership Act, 2008 - its successors and permitted assigns).

(b) “Business Day” means a day (excluding Sundays) on which banks generally are open in Ahmedabad for the transaction of normal banking business.

(c) “Penal Charges” means the Penal Charges payable by the Borrower to the Lender which is specified in the Sanction Terms.

(d) “Debt” includes any and all amounts payable to the Lender by the Borrower pursuant to the terms of the Loan Documents, including without limitation: (a) the principal amount of the Loan and Interest due thereon, Penal Charges, processing fees, other reimbursements specified in the Loan Documents, and/ or all other obligations, amounts and liabilities of the Borrower, including indemnities, costs, and all other monies whatsoever due or which may hereafter be payable by the Borrower to the Lender whether under the Loan Documents or otherwise; and (b) legal fees and court costs incurred by the Lender to enforce its rights under the Loan Documents.

(e) “Disbursement Request Form” shall mean the request form submitted by the Borrower to the Lender (whether electronically or in physical form) for disbursal of the Loan in compliance with the Sanction Terms and this GTC.

(f) “Due Date(s)” means such date(s) on which the Debt (in whole or in part) is due and payable and includes such dates which are specified in the Repayment Schedule for repayment of the Loan which may be modified as per this GTC.

(g) “Event of Default” means the events of default described in Clause 7 of this GTC.

(h) “Fees and Charges” includes the processing fee, documentation charges, payment instrument swap charges, rescheduling charges, prepayment charges, insurance premium, cancellation charges, late fees, bank charges, as provided in the Sanction Terms and such other interest, taxes, fees, costs, charges, expenses, losses, damages, claims, or liability, documentation and legal expenses incurred by the Lender in respect of the Loan Documents all of which is to be reimbursed by the Borrower.

(i) “GTC” or “General Terms and Conditions” means these terms and conditions governing the (i) Loan granted by the Lender, (ii) guarantee provided by the Guarantor in favour of the Lender guaranteeing the repayment of the Debt, and (iii) all other matters addressed herein.

(j) “Guarantor” means one or more guarantors (where applicable), which term shall include all guarantors whose details are specified in the Sanction Terms. The expression “Guarantor” shall unless excluded by or repugnant to the subject or context, be deemed to include, (a) in case of an individual, Hindu undivided family (HUF), and/ or a sole proprietorship concern - his/ their heirs, executors, administrators and permitted assigns; (b) in case of a partnership firm - its partners from time to time, their legal heirs, executors, administrators and permitted assigns; (c) in case of a company defined under the Companies Act, 2013, or a limited liability partnership registered under the Limited Liability Partnership Act, 2008 - its successors and permitted assigns).

(k) “Insolvency Code” means the Insolvency and Bankruptcy Code of India, 2016.

(l) “Interest” means the rate of interest payable by the Borrower to the Lender on the Loan which is specified in the Sanction Terms, which may be modified by the Lender as per this GTC.

(m) “Lender” means Shield Finance Limited, a company incorporated under the Companies Act, 1956 and registered as a Non-Banking Financial Company under Reserve Bank India Act, 1934 and having its registered office at Unit Number PS 40 and PS 41, 3rd Floor, Birla Centurion, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400 030 (which expression shall, unless repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns).

(n) “Loan” means the loan amount which is specified in the Sanction Terms that the Lender has sanctioned in favour of the Borrower.

(o) “Loan Documents” means all documents pertaining to the Loan including the application form, Sanction Terms, demand promissory note, post-dated cheques, payment instruments/ mandates, Disbursement Request Form, notices sent by the Borrower and/or Guarantor to the Lender or by the Lender to the Borrower and/or Guarantor, and any other letter or document in relation to the Loan and as may be modified from time to time or any other letter or document classified by the Lender as a 'Loan Document'.

(p) “Purpose” means the purpose for which the Loan shall be utilized by the Borrower which is specified in the Sanction Terms.

(q) “RBI” or “Reserve Bank of India” means the Reserve Bank of India constituted under the Reserve Bank of India Act, 1934 (2 of 1934).

(r) “Repayment Schedule” means the repayment schedule setting out the Due Dates on which the Borrower is required to repay the Debt (wholly or partly as the case may be).

(s) “Sanction Terms” shall mean the sanction terms issued by the Lender to the Borrower whether electronically or in physical form.

(t) “SARFAESI Act, 2002” means the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.

1.2 Interpretation. In the Loan Documents, unless a contrary intention appears:

(a) a reference to:

(i) an agreement, document, undertaking, deed, instrument, indenture or writing includes all amendments made thereto, from time to time, and also includes all schedules, annexures, addendums, and appendices thereto;

(ii) an “authorisation” includes an authorisation, consent, clearance, approval, permission, resolution, license, exemption, filing, and registration;

(iii) an “amendment” includes a supplement, modification, novation, replacement or re-enactment and “amended” is to be construed accordingly;

(iv) “encumbrance” includes a mortgage, charge, lien, pledge, assignment, easement, license, security interest, hypothecation or any right of any description whatsoever; and

(v) “law” shall mean, applicable, constitution, statute, law, rule, regulation, ordinance, judgment, order, decree, authorisation, or any published directive, guideline, notice, requirement or governmental restriction, having the force of law in any jurisdiction. Reference to applicable laws shall include such laws as may be from time to time modified or re-enacted and any regulations made thereunder.

(b) reference to a gender shall include references to the female, male, and neuter gender;

(d) the headings in the Loan Documents are inserted for convenience of reference only and are to be ignored in construing and interpreting the Loan Documents;

(e) unless stated otherwise, all approvals, permissions, consents or acceptance required from the Lender for any matter shall require the prior and written approval, permission, consent or acceptance of the Lender;

(f) reference to the words “include” or “including” shall be construed without limitation;

(g) words and abbreviations which have well known technical, trade or commercial meaning, are used in the Loan Documents in accordance with such meaning;

(h) If any performance of an obligation of the Borrower and/ or the Guarantor under the Loan Documents falls on a day which is not a Business Day, then the immediately preceding Business Day shall be deemed to be the date for the performance of such obligation.

(i) The GTC sets out the terms and conditions on which the Loan is granted by the Lender to the Borrower and the terms and conditions of the guarantee provided by the Guarantor.

(j) In the event of any conflict or inconsistency among the GTC and the Sanction Terms, the provisions of the Sanction Terms shall take precedence and prevail over the GTC. Where any of the Loan Documents is in a vernacular language, the version in English shall be used for interpretation and prevail over the version in the vernacular language.