HIRE PURCHASE FINANCE AGREEMENT(MAGMA-ITL)

Transcription

1 MAGMA ITL HIRE PURCHASE FINANCE AGREEMENT(MAGMA-ITL) This Hire Purchase Finance Agreement (hereinafter referred to as this Agreement ) made at Kolkata this day of Two thousand between MAGMA ITL FINANCE LIMITED, a Public Limited Company incorporated under the Companies Act,1956 and having its Registered Office at MAGMA House, 24 Park Street, Kolkata (hereinafter called MAGMA ITL OR Hiree ), which expressions shall mean and include its successors and assigns of the FIRST PART AND (Hirer), and (Co-Hirer) (hereinafter called the Hirer/s which expression shall mean and include the Co-Hirer), and each of its/his/their legal heirs, successors, administrators, executors, assigns and legal representatives of the SECOND PART. AND (hereinafter called the Guarantor(s) which expression shall mean and include its legal heirs, successors, administrators, assigns and legal representatives of the THIRD PART. WHEREAS MAGMA ITL is a financial institution providing funds to individual / business concerns for purchase of plant and machinery and other assets by way of Hire Purchase / Lease / Loan facility. WHEREAS the Hirer/s holds / has acquired / purchased / has agreed to acquire / purchase the said Asset(s) as further defined below, and is now desirous of seeking finance for the purpose of / against the said Asset(s) for which purpose the Hire/s has approached MAGMA ITL. AND WHEREAS MAGMA ITL has agreed to provide finance for / against the said Asset(s) subject to the terms and conditions hereinafter appearing, which the Hirer/s has agreed to comply with. WHEREAS the Hirer/s has agreed to hold the said Asset(s) in trust for MAGMA ITL and to use the same and agrees further not to deal with the same in any manner whatsoever by way of sale, alienation, mortgage, lien, charge, pledge, hire letting out and hypothecation until the entire amounts payable under this Agreement are duly paid to MAGMA ITL on the terms and conditions more particularly set out hereunder. AND WHEREAS the Hirer/s has acknowledged and agreed that MAGMA ITL may, at its sole discretion, sell, assign, securitize, transfer its right, title and interest under this agreement including receivables payable by the Hirer/s to MAGMA ITL hereunder to any Bank / Financial Institution / Entity (hereinafter individually and collectively referred to as the Bank / FI ). NOW THIS AGREEMENT OF FINANCING WITNESSETH THAT for and in consideration of the mutual covenants and promises hereinafter set forth, the Parties hereto agree as follows : 01. CONDITIONS OF THE AGREEMENT It is hereby agreed and declared by the parties as under : a) MAGMA ITL shall have a paramount right on the vehicle(s)/equipment(s)/asset(s) with fittings, tools, tyres, accessories inclusive of the body already built or to be built by the Hirer/s (hereinafter collectively called the said Asset(s) more particularly described in Schedule I). The body so built by the Hirer/s and all accretions, additions and accessories (including any additional body building /modification works, additional components and engine/parts upgrades, etc.) made/ done to the said asset(s) at his own expenses or by the financial assistance of MAGMA ITL fully or in part, shall always be an integral part of the said Asset(s). b) The Hirer/s hereby expressly agrees, undertakes and declares that the Hirer/s shall not have any right to deal with the said Asset(s) in any manner whatsoever other than to use it for the purpose specified in this Agreement without the express consent in writing of MAGMA ITL. The Hirer shall not, in any manner whatsoever, encumber and/or alienate and/or transfer and/or dispose of and/or create third party rights/interest over the said Asset(s). c) The Hirer/s shall always remain liable to repay the financed amount along with interest thereon as mentioned in the Schedule II hereto and all other charges payable under this agreement irrespective of MAGMA ITL taking possession of the said Asset(s) which would form part of the security of MAGMA ITL for recovery of its dues. The said Asset(s) shall be held by the Hirer/s for and on behalf of MAGMA ITL and in trust for MAGMA ITL. The Hirers expressly agrees that all payments are to be made by the Hirer s at the registered office of MAGMA ITL at MAGMA House 24, Park Street, Kolkata d) For the purpose of securing re-payment of the financed amount and all the sums payable hereunder, the Hirer/s hereby transfers / shall be deemed to have transferred to MAGMA ITL the right to possess, use and sell the said Asset(s). e) The Hirer/s agrees and consents to receive tele calls, letters from MAGMA ITL and/or its officials/authorized agents, for informing about due dates, insurance renewal dates, outstanding amount under the agreement and also to update or to pay the instalments and other dues under this Agreement and to renew the insurance of the said Asset (s). f) The Hirer/s agrees, undertakes and declares that the Hirer does not have any right over the said Asset(s) except to ply the same upon due payments of the monthly instalments payable under these presents. Only upon making complete payment of all the monthly instalments and other incidental charges (if any) payable under these presents will the Hirer/s acquire the right on the said Asset(s) from MAGMA ITL in the manner stated in this Agreement. g) The Hirer/s has examined (or caused to be examined) the said Asset(s) and satisfied himself as to its operation, condition, running and its delivery place, status and modalities. No warranty and / or responsibility is implied on the part of MAGMA ITL in respect of the said Asset(s) in any manner whatsoever. No liability, claim or action whatsoever shall be levied against MAGMA ITL, whether by the Hirer/s or by any other person or authority, in respect of the said Asset(s). 1

2 h) MAGMAITL does not give any warranty as to the quality or fitness of the mechanism of the said Asset(s) and will not be responsible or liable for any defect found therein. I) The Hirer/s shall be solely responsible to take delivery of the said Asset/s from the dealer/manufacturer, within 15 days of the delivery order issued by MAGMA ITL, by himself or through his authorized representative. Delivery receipt signed by the Hirer/s or his representative shall be deemed as conclusive proof of his taking delivery from the dealer/ manufacturer. j) The Hirer/s shall not give the said Asset(s) on hire or on any other basis or to allow it to be used by any other person without theprior written consent of MAGMA ITL and shall not hypothecate or pledge the same with any person to secure payment of any monies. 02. CONSIDERATION - OBLIGATIONTO PAY INSTALMENTS AND OTHER DUES ABSOLUTE AND NOT CONDITIONAL a) The Hirer/s shall pay to MAGMA ITL on the execution hereof, amounts as per Schedule-II hereto, punctually and promptly at the Registered Office of MAGMA ITL at MAGMA ITL House, 24 Park Street, Kolkata or any of its offices as may be directed by MAGMA ITL on the due dates, whether previously demanded or not through any of the following modes viz. Post dated cheques (PDCs), the Electronic Clearing System (ECS) or by cash or cheques/demand draft in favour of MAGMA ITL FINANCE Limited. b) The Hirer/s shall duly perform and observe all the terms and conditions contained in this Agreement and the covenants on his part to be performed and observed and shall in the manner aforesaid, pay to MAGMA ITL monthly/bimonthly/quarterly/half yearly sums by way of hire charges and shall also pay to MAGMA ITL all other sums of money which may become due and payable by the Hirer/s under this Agreement. c) The Hirer/s confirms having perused, understood and agreed to MAGMA ITL s method of calculating installments and agrees / undertakes to abide by the same without any demur or objection. MAGMA ITL may in its sole discretion with written notice increase/revise the rate of interest suitably and prospectively if unforeseen and exceptional or extraordinary changes in the money market conditions take place or if required by regulatory or other authorities during the period of this Agreement. MAGMA ITL shall be entitled to recomputed the installments if MAGMA ITL varies/revises the interest rate. The payment of installments shall commence and continue as per the Schedule II hereto irrespective of the non/delayed delivery of the said Asset/s. Any dispute or difference whatsoever shall not entitle the Hirer/s to withhold or delay payment of any installment or other sum. The Hirer/s shall make payment of all amounts payable under this Agreement without any set off. d) All the payments, if MAGMA ITL so decides, may be collected through post-dated cheques handed over at the office of MAGMA ITL towards any payment due to MAGMA ITL and submission of such post-dated cheques shall be deemed to be an unconditional and irrevocable authority given by the Hirer/s to MAGMA ITL to present the cheques delivered in advance on their respective dates. MAGMA ITL shall be entitled to present the said post dated cheques for payment on or after their respective due dates and the Hirer/s agrees and undertakes that i) the Hirer/s shall ensure that each of the cheques are honoured on the first presentations and ii) the Hirer/s shall not in any event and in any circumstances instruct MAGMA ITL not to deposit the said cheque or any of them or stop payment of any of the cheque and notwithstanding the above the Hirer/s issue any such instruction, the same shall be considered null and void. In the event of any dishonour of a cheque, without prejudice to the other rights of MAGMA ITL, Hirer/s shall be liable to pay to MAGMA ITL penalty at the rate as mentioned hereinbelow or such other amount as may be stipulated by MAGMA ITL from time to time in accordance with MAGMA ITL s policies, guidelines, etc. e) The Hirer/s may, if he so chooses, issue standing instructions to the bank (in which the Hirer/s has an account), to debit the account of the Hirer/s every month and credit such account as directed by MAGMA ITL for the value of the EMI due through Electronic Clearing System (Debit Clearing) as notified by the RBI ( ECS Method ). f ) MAGMA ITL may also consider a request of the Hirer/s not to take full post dated cheques as stated in clause 2 (d) hereinabove for all the instalments but instead take only a few undated cheques which can be used in case of any outstanding payment of dues under this Agreement by the Hirer/s after prior intimation of the said dues. Such cheques may also be used by MAGMA ITL in case of failure of ECS System of payment chosen by the Hirer/s for any reason whatsoever. For such cheques the Hirer/s gives similar undertakings as mentioned in clause 2 (d) hereinabove with respect to undated cheques. g) Any non-presentation of the cheque(s) due to any reason or any omission on part of MAGMA ITL to collect the said cheques from the Hirer/s shall not affect the liability of the Hirer/s to pay the instalments or other dues.the Hirer/s agree/s to replace the said cheques/issue fresh cheques, if required by MAGMA ITL and/or pay the instalment(s) by draft/cash, and the replaced cheque shall also form security for repayment of the financed amount. h) If any cheque given by the Hirer/s to MAGMA ITL is dishonoured for any reason whatsoever then without prejudice to MAGMA ITL s other rights (including those under chapter XVII of the Negotiable Instruments Act, 1881) for every cheque which is dishonoured the Hirer/s shall be liable to pay to MAGMA ITL a sum as specified in the Schedule II hereto as penalty for the dishonour of the cheque on its first and subsequent presentation.bouncing of any cheque will be treated as an event of default under this agreement, making the hirer liable for Cheque Bouncing Penalty. i) The Hirer/s agrees to pay MAGMA ITL interest on any overdue amount at the rate of 3 percent per month compounded monthly as compensation on the amount of any sum overdue including that on any sums overdue on account of taxes, fees, fines, penalties, insurance premium(s), duties, repairs and supplies which may become due from the Hirer/s to MAGMA ITL in respect of the said Asset(s).But this provision shall not in any way affect or prejudice the right of MAGMA ITL as provided herein and specifically with respect to Clause (14) Event of Default, Rights & Remedies thereon of the agreement to recover possession of the said Assets. j) The Hirer/s hereby agrees that, notwithstanding any instructions issued to the contrary by the Hirer/s, MAGMA ITL may, at its absolute discretion, appropriate any money received from the Hirer/s as follows : FIRSTLY, towards the costs, charges and expenses incurred by MAGMA ITL for receipts or recovery of such sums. SECONDLY, towards interest on any overdue amount or additional interest and other money payable but unpaid. THIRDLY, towards the hire charges due and payable under this Agreement. LASTLY, towards any other dues owed by the Hirer/s under any other Agreements entered into with MAGMA ITL as Hirer/s, Borrower and/or Guarantor(s). The Hirer/s shall also be liable to pay per month to MAGMA ITL on the amount disbursed by MAGMA ITL before the date of commencement of instalments under this Agreement. Such interest shall be paid immediately on demand for the period from the date of payment by MAGMA ITL till the date of commencement of instalments under this Agreement, as detailed in the Schedule of this Agreement. k) MAGMA ITL may at its sole discretion, from time to time, underwritten intimation to the Hirer/s, engage various external agencies and/or third parties (hereinafter to be referred as identified agencies ) for carrying out various functions on its behalf. In the event of receipt of such intimation by the Hirer/s on engagement of identified agencies, the various amounts, along with applicable service tax and other statutory charges, payable by the Hirer/s to MAGMA ITL in terms of this Agreement, as may be identified in the said written intimation, (hereinafter to be referred as identified charges/costs ) may be paid by the Hirer/s to such identified agencies. Such payment of identified charges/costs to identified agencies shall be deemed to be sufficient discharge of the Hirer/s liability in terms of this Agreement with respect to those identified charges/costs. The identified agencies shall issue valid acknowledgement to the Hirer/s towards receipt of identified charges/costs by them. 03. REVOCATION OF THIS AGREEMENT MAGMA ITL shall be entitled to rescind this Agreement if the Hirer/s fails to produce the documents to MAGMA ITL in accordance with clause 4(g) hereunder. In the circumstances of the Agreement being revoked / rescinded under this clause, the Hirer/s shall be liable to immediately refund to MAGMA ITL, all sums paid by MAGMA ITL under this Agreement along with penal interest@ 3% per month to be calculated from the date of payment by MAGMA ITL, to the last date of its repayment to MAGMA ITL by the Hirer/s. 04. HIRER/S OBLIGATIONS The followings shall form non-escapable unconditional obligations of the Hirer/s and the Guarantor/s : a) REPAYMENT Shall make all payments to MAGMA ITL under this Agreement free from and clear of any deduction and/or set off on any 2

3 account whether by virtue of any legal provisions, statute or otherwise and any such deductions required by virtue of any legal provisions shall be entirely and additionally borne by the Hirer/s as his/her/its absolute liability as an additional part of the installment payable by him/her/it to MAGMA ITL b) LOCATION, Shall keep the said Asset(s) at the Hirer/s s premises at the address given herein above and shall not remove or allow to be removed the same from the said premises without MAGMA ITL s written consent. In case, the Hirer/s, with prior approval of MAGMA ITL, moves the said Asset(s) to some other State, he shall do necessary compliance for taking out of the said Asset(s) into/from the concerned State and shall observe all necessary formalities in this regard. c) INSPECTION Shall allow MAGMA ITL and/or the Bank/FI and/or their agents, the physical inspection and/or to test and/or to operate and/or to observe the usage of the said Asset(s) and/or to exercise the right of repossession of the said Asset(s), on demand in writing by MAGMA ITL,under the eventualities spelt out elsewhere in the agreement. d) MAINTENANCE Shall properly maintain and keep the said Asset(s) in good serviceable condition at his own cost. The Hirer/s shall be absolutely responsible and liable for any abnormal wear and tear besides damages, if any, caused to the said Asset(s) by fire, accident or otherwise. MAGMA ITL shall be at liberty to do such work as it shall considered necessary to put the said Asset(s) into proper working order and free from defect, the expenses of and incidental to such work shall be to the account of Hirer/s. e) INSURANCE Shall insure and keep insured the said Asset(s) at its full value with the lien of MAGMA ITL against all risks including third party risks, loss or damage by earthquake, fire, riot, accident, theft, malicious damages or other causes and provide the Insurance Policy duly assigned in favour of MAGMA ITL or the Bank/FI.The said insurance shall be subject to an explicit understanding that the Hirer/s shall get the benefit, of the insurance only if there are no dues payable by Hirer/s to MAGMA ITL under any agreement entered into between them and that if the contract of hiring is terminated by MAGMA ITL as provided in this Agreement the Hirer/s interest in the insurance policy and his right of claiming anything thereunder shall forthwith come to an end.the receipt of the claim amount from the Insurance Company by MAGMA ITL shall in no way absolve the Hirer/s of his liabilities to MAGMA ITL and his liability shall stand intact and reduced only by the amount of the claim received by MAGMA ITL from the Insurance Company PROVIDED FURTHER that in the event of the said Asset(s) being destroyed or so extensively damaged as to be in the opinion of MAGMA ITL, a total loss for the purpose of the insurance claim, then the amount recoverable under the policy shall be applied in the first place in paying all monies due by the Hirer/s to MAGMA ITL for the entire tenure of the Agreement, after adjusting all such sums previously paid by the Hirer/s by way of hire instalments. The balance sum, if any, still recoverable by MAGMA ITL from Hirer/s shall immediately on its demand be paid by the Hirer/s to MAGMA ITL. If the said Asset(s) is a motor vehicle, the Hirer/s shall have to keep at its own cost, the vehicle(s) duly registered at all times as required by any relevant law and keep the same insured against comprehensive risk by a policy ensuring to the benefit to MAGMA ITL. MAGMA ITL agrees to permit the Hirer/s to have the Registration under the Motor Vehicles Act of the said Asset(s) in his own name, with due endorsement of MAGMA ITL s name on such Registration Certificate(s) provided that the Hirer/s shall transfer the Registration(s) in the name of MAGMA ITL whenever required to do so by MAGMA ITL and especially when the Hirer/s commits a breach of any of the conditions of this Agreement and MAGMA ITL is obliged to retake possession of the said Asset(s). The Hirer/s can opt to get its insurance premium for the vehicle and MAGMA ITL Loan Suraksha ( MLS) premium finaced through MAGMA ITL by a request in writing on agreeing to repay it with interest along with the instalment amount in Schedule II. In the event of the Hirer/s neglecting to effect or maintain the said insurance, MAGMA ITL may effect or renew such insurance and the Hirer/s will on demand, reimburse to MAGMA ITL such sum or sums as shall have been so incurred by MAGMA ITL together with 3% per month on such sum calculated from the date of such incurrence to the date of its actual receipt by MAGMA ITL. The Hirer shall have the Registration done of the Motor Vehicle in his name as Registered Owner with an endorsement of the hire Purchase in favour of the Owners as required under provisions of MotorVehicles Act and Rules framed thereunder and for the time being in force for the LIMITED PURPOSE OF ENABLING HIMSELF TO USE THE MOTOR VEHICLE, subject however, at Owners discretion to have the Registration made in favour of the Hirer cancelled and obtain fresh Certificate of Registration in their name consequent upon breach of the terms and/or on termination of this agreement or on repossessing the Motor Vehicle in terms of this Agreement. f ) REIMBURSEMENT OF EXPENSES Shall pay and be unconditionally liable to pay, to MAGMA ITL an amount mentioned in Schedule II hereto, for collection or attempting to collect the hire instalments and/or any amount due to MAGMA ITL, by whatever name called, at such frequency as MAGMA ITL may at its sole and exclusive discretion decide. The cost of ascertaining the whereabouts of the Hirer/r in case of payment default by the Hirer/s and all costs for taking repossession of the said Asset(s) which shall include the expenses of postage, telegrams, registered notices, telephone calls, legal proceedings and additional expenses of the representatives deputed for making collections/ taking repossession of the said Asset(s) shall be borne solely by the Hirer/s. All such expenses if initially incurred by MAGMA ITL shall be realizable on demand by MAGMA ITL from the Hirer/s whether or not allowed on taxation by Court without any protest by the Hirer/s. g) SUBSEQUENT DOCUMENTS The Hirer/s shall submit to, the following documents immediately, not later than 1 month from the date of first disbursement by MAGMA ITL : a) Original copy of invoice(s); b) Original copy of Delivery Challans; c) Money Receipts from the Suppliers of the saidvehicle(s) / Assets; d) Copy of Registration Certificate(s), duly signed Forms 8 and 13, in favour of MAGMA ITL Certified by Signatory to the Agreement; e) Copy of the Insurance Policy with endorsement of lien in favour of MAGMA ITL; f) Any other document or Information as may be required by MAGMA ITL or the Bank/FI. h) WARRANTY THAT THE ASSET(S) IS CLEAR OF ANY CHARGES ETC. The Hirer/s hereby undertakes that, if the said Asset(s) has been acquired by the Hirer/s before the commencement of this Agreement by virtue of having executed this Agreement the Hirer/s shall be deemed to have warranted and affirmed that : i. the said Asset(s) is free and clear of any charge, mortgage, right or interest of any other person or any encumbrance, or option and any other interest. ii. the transfer of the interest in the said Asset(s)in favour of MAGMA ITL is not/ shall not be barred by any law, condition, contract or any other stipulation, legal, quasi-legal or contractual. i) NO RIGHT TO CREATE ANY CHARGE The Hirer/s further agrees that he shall not be entitled to sell, transfer control of or otherwise encumber the said Asset(s) /Vehicle(s) so long any money is due and payable by the Hirer/s to MAGMA ITL under this agreement. j) ALTERATION, ADDITION OR IMPROVEMENT TO THE ASSET(S) Shall not make any alteration, addition or improvement to the said Asset(s) without the prior written consent of MAGMA ITL and all such additions, improvements and attachment of any nature whatsoever, when made to the said Asset(s) by Hirer/s (whether at its own cost or not and whether with or without, the approval of MAGMA ITL ) shall be deemed to be an unseverable, apart of the said Asset(s) for the purposes of MAGMA ITL s rights therein and shall be subject to the terms and conditions of this Agreement. 3

4 k) ACKNOWLEDGMENT BY HIRER/S With regard to the said Asset(s) [including the second hand asset (s) ] the Hirer / s acknowledges I) That the said Asset (s) is /are of size, design, capacity and manufacture selected by the Hirer/s. ii) That MAGMA ITL is neither the manufacturer nor the supplier of the said Asset(s) and also not the dealer of the said Asset(s). The Hirer/s has inspected and selected the said Asset(s) and signed this Agreement relying entirely on the Hirer/s own judgment and not on any statements made by MAGMA ITL or the agents or the servants of MAGMA ITL. iii) The said Asset(s) is accepted by the Hirer/s in the condition it is (with all faults and defects if any) and delivery shall be conclusive evidence that the asset(s) is/are acceptable to the Hirer/s. iv) That MAGMA ITL is not in a position to make and has not made and does not hereby make any representation or warranty with respect to the merchantability, fitness, condition, quality, durability, suitability, use or operation of the said Asset(s) in any respect. 05. LOSS AND DAMAGE In the event of the said Asset(s) being for any cause whatsoever, lost/damaged, wholly or partly during the said hiring, which shall include the inability of MAGMA ITL to repossess the said Asset(s) for any reason whatsoever, the measure of amounts payable by the Hirerls to MAGMA ITL shall be governed by Clause (14) of this Agreement, as if the Agreement stood determined for the purpose of this clause, the said Asset(s), if damaged by fire and/or accident and not forthwith repaired and restored to its original condition, shall be deemed to be wholly lost to MAGMA ITL. 06. INDEMNITY A) a) The Hirer/s shall bear all imposts, charges, duties, taxes, interest and penalties as may be levied during the tenure of this Agreement or at any point of time after the termination of this Agreement, levied by the Government or any other authority pertaining to or in respect of the said Asset(s) and/or this Agreement, or any of the proceeds hereunder.the Hirer/s agrees to pay these sums without any protest, immediately on demand, whether the sums are ascertained during or after the termination of this Agreement. b) It is further agreed by the Hirer/s that production of a demand served by any Tax Authority on MAGMA ITL for taxes or any incidental demands for penalties/interest will be accepted as conclusive and binding by the Hirer/s, who within 30 days of the demand by MAGMA ITL shall discharge his/her/ its liability in accordance with the claim of MAGMA ITL in terms of the above Clause without any protest. c) This undertaking to indemnify MAGMA ITL shall not, in any manner be affected or prejudiced by any time or indulgence extended by MAGMA ITL to the Hirer/s or any cancellation, modification or amendment (by way of supplement or otherwise) in this Agreement. B) The Hirer/s shall indemnify MAGMA ITL against all payments for rent or taxes and from all costs, charges and expenses incurred in protecting, procuring, defending or establishing MAGMA ITL s rights under this Agreement. 07. IDENTIFICATION MAGMA ITL and/or the Bank/FI shall be at liberty to place its name-plate or any words, numbers on the said Asset(s) to identify the said Asset(s) and the Hirer/s shall not during the currency of this Agreement remove, deface or in any way interfere with the saidname-plate, words or numbers and MAGMA ITL and/or the Bank/FI shall at all times be permitted to remove the said name-plate, words or numbers and replace it or them by another or others for the said purposes. 08. RELEASE OF PROPERTY If the hiring shall continue for the full period as referred to in Schedule hereto and the following sums of money have been punctually paid : (i) (ii) All instalments due under this Agreement. Any other sums of money due hereunder this Agreement by the Hirer/s to MAGMA ITL. Then in that event MAGMA ITL shall release and relinquish all its rights and interests in the said Asset(s) in favour of the Hirer/s, but until such payments, MAGMA ITL shall continue to have all rights and interests created by these presents over the said Asset(s) together with any accession, improvements and additions made thereto by the Hirer/s and the rights of the Hirer/s shall be subject to the beneficial rights of MAGMA ITL and shall be deemed to be holding the said Asset(s) as custodian of MAGMA ITL. Notwithstanding any thing contained herein, the Hirer/s agrees that the said Asset(s) shall also stand as security for any other agreement(s) the Hirer/s has executed with MAGMA ITL either in the capacity of hirer/borrower, co-hirer/co-borrower or as guarantor and MAGMA ITL shall have the right to refuse no-dues certificate, with notice in writing to the Hirer/s in respect of the said Asset(s), even after the Hirer/s has paid all the dues under this Agreement, provided that there is current or future dues in the other agreements executed by the Hirer/s with MAGMA ITL as aforesaid. 09. GENERALTERMS a) The expression, Hirer/s outstandings/dues as referred herein shall be taken to include the outstanding amount of the hirer instalments, interest, additional interest, fees, costs, charges, expenses, stamp duty and all other sums whatsoever payable by the Hirer/s to MAGMA ITL herein and/or in connection with the said hire purchase finance facility shall be payable by the Hirer/s respect to MAGMA ITL on demand. b) Any notice pursuant hereto shall be deemed to be duly given if sent by Registered Post/Courier Services addressed in case of MAGMA ITL to the address mentioned hereinabove or to any changed address as may be published in the newspaper and in case of the Hirer/s/Guarantor(s) to the address mentioned herein above or to any changed address if such has been notified to MAGMA ITL and such notice shall be deemed to have been given when the envelope containing the notice is posted/given to the postal authorities or the courier service agency.the Hirer/s/Guarantor(s) shall forthwith intimate the change in his address to MAGMA ITL failing which service of a notice or correspondence to the address last given by the Hirer/s/Guarantor(s) shall be deemed to be service on the Hirer/s/Guarantor(s). c) All costs (Including Advocate costs) charges, expenses, taxes, duties (including stamp duties) in connection with this Agreement, any document executed pursuant hereto, the creation, enforcement, realization or attempted realization of the security and the insuring, taking possession of maintaining, storage and selling of the said Asset(s) shall be borne and paid by the Hirer/s alone. d) Any delay in exercising or omission to exercise any right, power or remedy accruing to MAGMA ITL under this Agreement or any other agreement or document shall not impair any such right, power or remedy and shall not be construed to be a waiver thereof or any acquiescence in any default; not shall the action or inaction of MAGMA ITL in respect of any default or any acquiescence in any default, affect or impair any right, power or remedy of MAGMA ITL in respect of any other default. e) The Hirer/s and Guarantor(s) liability under this Agreement shall be joint and several. f ) The Hirer/s hereby authorizes MAGMA ITL and its agents to exchange, share or part with all the information relating to the Hirer/s s hire purchase facility details and repayment history information and all information pertaining to and contained in this Agreement to MAGMA ITL s Associates / Banks / Financial Institutions / Credit Bureaus / Agencies / Statutory Bodies as may be required and undertakes not to hold MAGMA ITL and their agents liable for use of the aforesaid information. g) The Schedule(s) hereto shall be deemed to be part of this Agreement as though the provisions thereof were set out in the main body of the Agreement. h) The headings to each section herein are for the purpose of convenience and reference only. i) Wherever any clause applies to a Hirer it shall apply mutatis-mutandis to Co-Hirer as well. j) The obligations of the Hirer/s and Guarantor/s herein shall survive the termination and/or expiration of this Agreement. k) The terms and conditions contained herein correctly reflect the entire agreement between parties hereto and there are no other oral or written agreements of representations in connection therewith. l) If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future laws and if the rights or obligations under this Agreement will not be materially and adversely affected thereby. i. Such provision will be fully severable. 4

5 ii. The remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from. m) The Hirer/s has/have been informed about the availability of a copy of this Agreement in vernacular for reference purposes and the Hirer/s confirm having read and understood and caused to be read and understood the terms and conditions of this Agreement by referring to the agreement available in vernacular. n) Words in the singular shall include words in the plural and vice versa. o) Words imparting the masculine gender shall include feminine and neutral gender and vice versa. 10. USE OF THE SAID EQUIPMENT(S) FOR UNLAWFUL PURPOSE The Hirer/s agrees to not use the said Asset(s) either by himself or through his servants or agents for any purpose/method not permitted by the manufacturer or the terms and conditions of the Insurance Policy, nor do or permit to be done any act, or thing which might render the Insurance invalid and in particular, not to use the said Asset(s) for transport of the goods, articles, etc. in contravention of any of the provisions of the Acts of Central and State Legislatures relating to Forest, Excise, Customs, Sales-Tax, Prohibition, Narcotics, State Property, Unlawful possession, etc. and not to engage in any unlawful or illegal activity and the Hirer/s shall be responsible for any damage or loss sustained by them in respect of the Asset(s) as a result of such wrongful use. The Hirer/s hereby indemnifies MAGMA ITL from all losses suffered by MAGMA ITL because of the non-compliance of this clause by the Hirer/s. 11. COLLATERAL SECURITY The instalments payable under this Agreement shall be secured by the delivery to MAGMA ITL of a Demand Promissory Note to be executed by the Hirer/s for the value of Rs. (Rupees ) and MAGMA ITL shall be entitled to enforce the same in the event of any default by the Hirer/s. 12. ASSIGNMENT It is hereby mutually agreed and declared by MAGMA ITL and the Hirer/s as follows : MAGMA ITL shall be entitled to sell, assign, securitize or transfer, MAGMA ITL s rights and obligations hereunder including any security created by the Hirer/s for securing any of the obligations hereunder (including without limitation, any interest that MAGMA ITL may have in any underlying asset that is the subject on this contract), to any Bank/FI/Entity of MAGMA ITL s choice in whole or in part and in such manner and on such terms as MAGMA ITL may decide (including reserving the right of MAGMA ITL to retain its power hereunder to proceed against the Hirer/s/Guarantor(s) on behalf of the purchaser, assignee or transferee) and the consent of the Hirer/s to such sale, assignment, securitization or transfer is hereby given and any notice In this regard to the Hirer/s is hereby waived by the Hirer/s.Any such sale, assignment, securitization or transfer shall conclusively bind the Hirer/s. The Hirer/s shall not be entitled to directly or indirectly assign his rights or obligations under this Agreement in part or in whole to any person. Both the parties understand, agree and take record of the fact that MAGMA ITL has approached Bank/FI for financing of the transaction herein, which the Bank/FI have agreed subject, inter alia, to the condition as follows :- a) that the instalments payable hereunder shall be paid by the Hirer/s directly to the Bank/FI if so required by the Bank/FI and this should be treated as a valid discharge of the obligations of the Hirer/s under this agreement. b) that in the event of the Hirer/s failing to do so, the Bank/FI shall have against the Hirer/s, all the rights, which MAGMA ITL has against the Hirer/s and the Guarantor(s), including right to institute proceedings, recover rentals and possession of the said Asset(s) etc more specifically enumerated in Clause (14) Event of Default, Rights and Remedies thereon ; c) that the Bank/FI shall have the sole right of collecting and enforcing payment of all the instalments/outstandings due from the Hirer/s in whatever manner, in its absolute discretion, it may consider necessary and prudent. MAGMA ITL shall, if so required by the Bank/FI, lend its name as plaintiff or co-plaintiff to any proceedings that the Bank/FI may institute against the Hirer/s/Guarantor(s), d) That the Hirer/s shall allow to the Bank/FI or any of their duly authorised representatives, to carry out due diligence on the Hirer/s and inspection of the said Asset(s) at all times till the Hirer/s has not discharged all his financial obligations under this Agreement. 13. FINANCIAL STATEMENTS The Hirer/s shall furnish to MAGMA ITL its audited Balance Sheet and Profit and Loss Account and any other commercial data and/or Income-tax Returns immediately on their preparation and finalization and such other information as may be required by MAGMA ITL and/or its Bank/FI from time to time. 14. EVENTS OF DEFAULT, RIGHTS AND REMEDIES THEREON i) In case the Hirer/s shall during the continuance of this Agreement do or suffer one or more of the following : a) fail to pay in time any of the hire instalments or part thereof herein reserved or any other sum of money payable under this Agreement ; b) commits a default of any of the terms and conditions in respect of any other loan or facility provided by MAGMA ITL and / or all the companies / entities / subsidiaries / affiliates thereof under MAGMA ITL and / or any other bank / financial institution / society etc; c) commits a default under any other agreement or contract entered into by the Hirer/s with MAGMA ITL or with any third party and the same is not remedied to the satisfaction of MAGMA ITL within such time as MAGMA ITL may in its absolute discretion specify; d) dies, becomes insolvent or compounds with his creditors; e) the Hirer/s being a Limited Company, passes a resolution for voluntary winding up or suffers a petition for winding up to be presented against it or if Receiver be appointed upon the Hirer/s assets and properties, it being expressly clarified that the said Asset(s) shall not under any circumstances be taken to be the property of the Hirer/s. f) pledge or mortgage or hypothecate or sell or attempt to pledge or sell or part with possession of or otherwise alienate or transfer the said Asset(s); g) do or suffer any act or thing, whereby or in consequence of which, the said Asset(s) may be detained or taken in execution under legal process or by any public authority; h) fails to keep the said Asset(s) comprehensively insured as agreed hereinbefore during the period of the Agreement; I) fails to get the Vehicle(s) registered with the registering authority within 2 months of its delivery; j) fail to pay to the Government or any public authority any taxes or charges due in respect of the said Asset(s); k) remove the said Asset(s) to any other State, i.e. all States other than the State in which the said Asset(s) is being used without prior written consent of MAGMA ITL; l) be in breach of or fail to perform or observe any condition on his part herein contained to be paid observed and performed; m) the said Asset(s) being destroyed for any reason whatsoever; n) the said Asset(s) if damaged is not forthwith repaired and restored to its original state even after lapse of reasonable time; o) In the sole opinion of MAGMA ITL (which shall be conclusive and binding on the Hirer/s) there is or shall arise, any danger or possibility of MAGMA ITL not receiving or recovering the full amount or amounts due to it under this Agreement or of its being unable to exercise any or all of the powers or rights or enforce any or all of the benefits conferred upon it by this Agreement whether by reason of any act, deed, or omission on the part of the Hirer/s or by reason of any circumstances or occurrence whatsoever even if beyond the power and control of the Hirer/s; p) if any time the said Asset(s) is used for any purpose other than that stated in the proposal or is used for an illegal or unlawful purposes; q) change of management ownership or control of the Hirer/s, if the Hirer/s is a partnership or proprietorship firm or a limited company or a society or other body corporate; r) MAGMA ITL coming to know that any information, submitted by the Hirer/s/Guarantor(s), of importance to MAGMA ITL under this Agreement is false or misleading, or if the Hirer/s/Guarantor(s) fails to submit within time the information he/they is/are liable to furnish to MAGMA ITL; 5

6 then and on the occurrence of any such event, individually or collectively or cumulatively, the rights of the hirer (s) under this Agreement shall forthwith stand terminated. (ii) In the event this Agreement stands terminated by reason of the circumstances mentioned in Clause 14 (i) above then and in such an event - (a) MAGMA ITL shall be entitled to claim and the Hirer (s) shall be obliged to pay to MAGMA ITL the entire amount outstanding including all arrear instalments due for the balance of the said term under this Agreement and all other dues forthwith without any demur and without further notice or demand. (b) The Hirer, upon the happening of any event of default as defined hereinabove, shall forthwith become liable and shall remain liable to make over possession of the said Asset (s) to MAGMA ITL at the registered office of MAGMA ITL, at MAGMA ITL House 24, Park Street, Kolkata (c) MAGMA ITL shall be entitled to take possession of the said asset (s) and sell and/or cause to be sold or otherwise dispose of all or any part of the said Asset (s) or any fittings thereof in such manner and/or mode as prescribed more fully and particularly in Appendix A hereto and apply the net sale proceeds of such sale in or towards liquidation of the amount outstanding due to MAGMA ITL from the said Hirer (s) as on the date of such sale; (d) MAGMA ITL shall have the right to sue the Hirer (s) for the amount outstanding due and payable hereunder without prejudice to MAGMA ITL s right of obtaining and recovering possession of the said Asset(s) in any manner; MAGMA ITL shall have the right to enforce and/or take recourse to all or any of the remedies specified above collectively and/or individually. (iii) Any payment made by the Hirer (s) to MAGMA ITL or otherwise realized by MAGMA ITL under the aforesaid clauses shall give the hirer (s) a valid discharge in respect of the amount paid entitling him to adjustment of the said sum from the amount outstanding as computed on the date of receipt of the said sum b MAGMA ITL; (iv) Where any action has been taken against the Hirer (s) under the provisions of the aforesaid clauses all costs, charges and expenses which, in the opinion of MAGMA ITL, have been properly incurred by it or any expenses incidental thereto shall be recoverable from the Hirer (s) and the money which is received by MAGMA ITL in terms of the above clauses shall, in the absence of any other contract to the contrary, be held by it in trust to apply firstly in payment of such costs, charges and expenses; secondly in discharge of the amount outstanding to MAGMA ITL; thirdly to meet the outstanding dues of the Hirer(s) under any other agreement with MAGMA ITL and the residue of the money so received shall be paid to the Hirer (s) in accordance with his rights and interests under this Agreement; (v) In the event the sums realized from the net sale proceeds of the said sale should not be sufficient to cover the amount outstanding due to MAGMA ITL as on the date of such sale, the Hirer (s) shall pay to MAGMA ITL by cash on demand any balance then due by him; (vi) In the event the sale is conducted in accordance with the mode and/or procedure described in Appendix A hereto all accounts in connection with the sale conducted by MAGMA ITL shall be conclusive as regards the matters contained therein and the hirer(s) shall not be entitled to challenge the adequacy or sufficiency of the consideration realized from the sale ; the conduct of the sale; the accounts of the expenses incurred in connection therewith and/or all matters incidental and/or connected with such sale; (vii) In the event of this Agreement being determined as aforesaid, regardless whether MAGMA ITL has chosen to exercise any of its rights hereinabove mentioned, the Hirer (s) shall with or without any demand a) forthwith deliver to MAGMA ITL the said Asset (s) along with all certificates, policies of insurance and all other documents relating to the said Asset (s) for the purpose of sale thereof as if the same had been repossessed ; b) forthwith pay and discharge to MAGMA ITL all outstandings due and payable hereunder ; c) pay all costs incurred or payable in putting the said Asset (s) in a proper state of repair. It is expressly agreed that in no event will any sum already paid under the provisions of this Agreement be returnable by MAGMA ITL to the Hirer (s); (viii) Refusal of the Hirer (s) or his men, agents or assigns or any obstruction to or delay in handing over to MAGMA ITL the physical possession of the said Asset (s) together with all documents/certificates relating thereto shall be deemed to be an unlawful detention and wrongful possession of the said Asset (s) by the Hirer (s) and shall, apart from the consequences specified above, constitute an offence under the applicable provision of the Indian Penal Code besides such other actions or consequence that may lie against the Hirer/s under this Agreement or under law. ; (ix) Any acceptance of payment by MAGMA ITL after determination of this Agreement as aforesaid and/or after taking possession of the said Asset(s), will not affect the determination of this Agreement as aforesaid and the rights of MAGMA ITL to adjust such sum against the amount outstanding as on the date of such payment; (x) Provided always that MAGMA ITL may at its sole discretion and option give back the possession of the Asset (s), whose possession has been retaken by it to the Hirer (s) without affecting any of its rights hereunder and on giving back the possession of the Asset (s) this Hire Purchase Agreement shall stand revived and all the terms and conditions thereof including the mode of payment specified therein shall be binding on the parties hereto ; (xi) In the event the Hirer (s) do not make payment of the entire amount outstanding despite the termination of this Agreement, MAGMA ITL shall, without prejudice to its other rights and contentions, be entitled to recover the amount outstanding by enforcing the collateral security, if any ; (xii) The rights of MAGMA ITL under Clause 14 of this Agreement may be exercised by one or more of its officers authorized in this behalf or by its authorized representative (s) and/or agent (s) in such manner as prescribed in Appendix A hereto ; (xiii) MAGMA ITL shall have the right to repossess the vehicle under this Agreement together with all articles and goods or appurtenances which may happen to be in or upon the said Asset(s) at the time of such repossession, provided that all such articles found in the said Asset(s) not being the property of MAGMA ITL shall be delivered to the proprietor thereof on furnishing proper proof of the same and the Hirer hereby agrees to indemnify MAGMA ITL for every liability devolving upon MAGMA ITL as a result thereof including costs. 15. A. CROSS DEFAULT The Hirer/s agrees, confirms and acknowledges that any default by the Hirer/s under any credit facility agreement or arrangement with MAGMA ITL or its subsidiaries and affiliates or any other Bank/Financial Institution/Non Banking Financial Company/Housing Finance Company and other Lending Creditors shall constitute an event of default under this Agreement and in resepct of any credit facility agreement or arrangement with MAGMA ITL or its subsidiaries and officials, vice-versa B. REVIVAL OFTHE AGREEMENT In the event of MAGMA ITL repossessing the said Asset(s) under any of the circumstances stated in this Agreement the Hirers may request MAGMA ITL to revive the Agreement and apply for restoration of the same to it on payment of all sums which might have been arrived at as due thereon had the Agreement not been determined or the said Asset(s) not repossessed by MAGMA ITL together with damages and the expenses which MAGMA ITL would have incurred repossessing the same and/or as a consequence of the Agreement being determined and such request may be rejected altogether or entertained by MAGMA ITL upon such further or other terms as it thinks fit and proper in the circumstances at its absolute discretion. 16. RIGHTS OF MAGMA ITL Any relaxation, indulgence or concession in relation to any of the above matter granted or made by MAGMA ITL shall not in 17(A). any way prejudice the strict rights of MAGMA ITL under this Agreement against the Hirer/s. GUARANTOR(S) In consideration of MAGMA ITL giving hire purchase finance facility to the Hirer/s and at the request of the Hirer/s, the Guarantor(s) hereby guarantee(s) repayment of the said hire purchase finance facility together with all costs, charges and expenses payable hereunder and agrees that his/their obligation shall be concurrent with those of the Hirer/s in all respects as if he himself was the Hirer/s and hereby guarantee(s) to MAGMA ITL: a) The regular and punctual payment of all sums due under this Agreement and the due performance and observance by the Hirer/s of the terms and conditions of this Agreement; b) To pay to MAGMA ITL all monies becoming due and payable to MAGMA ITL under this Agreement; 6

7 (B). THE GUARANTOR HEREBY DECLARES a) that MAGMA ITL shall be at liberty to sue the Hirer/s and the Guarantor(s) jointly and/or severally or shall be entitled to proceed against the Guarantor(s) as if the guarantor is the principal debtor; b) that he shall have no claim against the Hirer/s and any other benefits to which sureties may otherwise be entitled; c) that the neglect or forbearance of MAGMA ITL in enforcing payment of any monies due under this Agreement of any other indulgence shown to the Hirer/s shall not release the Hirer/s or the Guarantor(s) from the several obligations under this Agreement or in any way hereunder and shall not in any way affect the rights of MAGMA ITL in respect thereof; d) that the indemnities/guarantees contained herein shall remain in full force and effect for the entire period of the aforesaid Agreement and shall survive the termination of this Agreement in so far as they relates to events which occurred during the period of the aforesaid Agreement or any renewal hereof; e) not to assign, transfer, revoke, cancel, alter, modify or withdraw this guarantee without the prior written consent of MAGMA ITL. 18. INDEMNITIESTO SURVIVE THE AGREEMENT The Hirer/s and the Guarantor(s) acknowledge, represent, declare, agree and confirm that all indemnities contained under this agreement shall survive even after the termination of this Agreement or expiry of the tenure as the case may be. 19. TIME TO BE OF ESSENCE Time shall be the essence of the Agreement in so far as it relates to the observance or performance by the Hirer/s of all or any of its obligations including payment of any sum hereunder. 20. PREMATURE PAYMENT BY HIRER/S The Hirer/s may prepay the entire loan only after expiry of the first six (6) months of the loan tenure by giving minimum 21 days notice in writing of his intention to prepay, MAGMA ITL will be entitled to levy an Additional Interest at the rate stipulated in the Schedule II hereto on the amount so prepaid. Prepayment will be the principal amount along with all the outstanding amounts due and payable as at end of the month in which the prepayment is made including additional interest on such principal amount prepaid.the prepayment shall take effect only when cash has been paid or cheques have been cleared. 21. WAIVER OR REMISSION NOT TO HAVE PRECEDENT VALUE, DEMANDS OR NOTICES WAIVED The failure of MAGMA ITL to insist upon the punctual performance of any of the obligation of the Hirer/s hereunder, or the failure of MAGMA ITL to exercise any right or remedy available to MAGMA ITL under this Agreement or any extension of credit or any forbearance on the part MAGMA ITL shall not constitute a waiver by MAGMA ITL and shall not prejudice the rights and powers of MAGMA ITL under this agreement against the Hirer/s/Guarantor(s). All demand for payment and performance and all notice of non-payment or other default hereunder, are hereby waived by the Hirer/s. 22. ARBITRATION All disputes, differences, claims and questions whatsoever arising out of this Agreement between MAGMA ITL and/or its representatives and/or its assigns on the one hand and the Hirer/s and the Guarantor(s) on the other hand touching and concerning these presents or anything herein contained or in any way relating to or arising from these presents shall be referred to a Sole arbitrator to be appointed by MAGMA ITL FINANCE Limited. The arbitrator so appointed shall formulate his own procedure and shall be entitled to dispense with filing of pleadings or taking of any evidence and shall be entitled to dispose off the proceedings in a summary manner. The language of the Arbitration proceedings shall be in English. The arbitrator shall have summary powers. The award of such arbitrator so appointed shall be final and binding on all the parties to this Agreement. Such arbitration proceedings will be at Kolkata.The sole arbitrator shall pronounce the award as expeditiously as possible after entering on the reference or within such time as he may deem expedient. Any notice by the arbitrator to the respondents by Registered Post at the address mentioned in the agreement or to any changed address duly intimated in writing by the Hirer/s Guarantor(s), will be deemed to be sufficient notice to the parties.the costs and expenses of the arbitration proceedings shall be borne by the Hirer/s/ Guarantor(s). The Arbitrator will not be required to give reasons in support o his award.the Arbitrator shall hold his sittings at Kolkata. 23. EXECUTION This Agreement has been executed by MAGMA ITL at their office at Kolkata and it has been agreed between the Parties hereto that all the Clauses,Terms and Conditions of this Agreement shall be observed and performed at Kolkata. The Hirer(s) and the Guarantor(s) hereby admit that this Agreement has been fully read out, explained and interpreted to them in their own language and that they have fully understood the meaning and implication of each and every clause, terms and conditions of the same and they have signed the same thereafter. This Agreement contain the entire understanding of the respective parties with reference to the subject matter hereof and there is no other understanding, agreement, warranty or representation expressed or implied in any way. 24. NOTICES All notices to be given pursuant to the provisions of this agreement shall be sent to the parties at the following address respectively. MAGMA ITL Finance Limited MAGMA House 24, Park Street, Kolkata Hirer, Co-Hirer, Guarantors To the address of the Hirer(s)/Guarantor(s) as mentioned in this Agreement IN WITNESS WHEREOF the parties hereunto have set their respective hands the day, month and year herein above written. SIGNED AND DELIVERED by the Hirer Abovenamed (H) SIGNED AND DELIVERED by the Co-Hirer Abovenamed (CH) SIGNED AND DELIVERED by the Guarantor(s) Abovenamed (G) (CG) Witness : (Name & Address) By MAGMA ITL Finance Ltd. through its authorised representative Witness :(Name & Address) Date : Place : 7