GENERAL TERMS AND CONDITIONS
The Borrower may apply for loans by submitting the Application Form(s)
and Lender as specified in the Application Form ("Lender") may agree to
grant such loan (a "Loan") that are or will be governed by these terms
and conditions ("Standard Terms") read together with the Application Form(s),
and Most Important Terms and Conditions ("MITC") as exchanged between the
parties (together referred to as "Transaction Document").
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Definitions:
In these Standard Terms unless there is anything repugnant to the subject
or context thereof, the expressions listed below, if applicable, shall
have the following meanings:
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"Access Code(s)" means any authentication mode as approved, specified
by the Lender including without limitation combination of user name and
password.
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"Account" means the bank account where the Loan disbursement is requested
and more specifically provided under the Application Form or Drawdown Request;
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"Application Form" means the loan application form submitted by the Borrower
to the Lender for applying and availing of the Facility, together with
all other information, particulars, clarifications and declarations, if
any, furnished by the Borrower or any other persons from time to time in
connection with the Facility;
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"Business Day" means a day (other than a Saturday or a Sunday) on which
banks are ope
n for general business
;
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"Due Date" means such date(s) on which any payment becomes due and payable
under the terms of the Transaction Documents (or otherwise);
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"Facility" means the Loan applied by the Borrower;
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"Increased Costs" means:
a)
a reduction in the rate of return from the Loan(s) or on the Lender's
overall capital
(including as a result of any reduction in the rate of return on capital
brought about by more capital being required to be allocated by the Lender)
b)
a reduction of any amount due and payable under the Transaction Documents;
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Interpretation
Capitalized terms used in these Standard Terms but not defined herein,
shall have the meaning ascribed to such terms under the Application Form.
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Sanction and Disbursement
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The Lender may agree to grant the Facility to the Borrower on the basis
of the information and representations provided in the Application Form
and other Transaction Documents. The Lender shall not be obliged to provide
any written acceptance to the request of the Borrower as contained in the
Application Form or any other Transaction Documents and may do so orally
or by disbursement of a Loan (or a part thereof) requested thereunder by
the Borrower. Grant of the Facility and acceptance of the Borrower's request
shall be at the absolute discretion of the Lender and the Lender shall
not be required to notify any rejection of the Application Form to the
Borrower
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The Borrower may request for disbursement only if (a) no Event of Default
or potential event of default has occurred or is continuing, and (c) no
material adverse event in the opinion of the Lender has occurred.
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The Borrower's request for the Facility under the Application Form shall
be irrevocable unless rejected by the Lender.
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In the event that the Lender accepts the Borrower's request for the Facility
and sanctions the Facility, the Lender may, subject to satisfaction of
all the conditions precedents, disburse Loans into the Account and the
Borrower confirms that the Loan shall be utilized only for the Purpose
and subject to the terms under the Transaction Documents Any such disbursement
made by the Lender into the Account (whether in the name of the Borrower
or any third party) shall be a Loan. Lender shall not be
responsible for any dispute between Borrower and any such third party.
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Interest and other charges
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The Loan(s) under the Facility shall carry interest at the rate specified
in the Transaction Documents.
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In case of an Event of Default, Borrower will, to the extent permitted
by law, be required to pay interest (before as well as after judgment/award)
and such other charges (as applicable) mentioned in this Applicable Form
on the overdue amount to the other party on demand, for the period from
(and including) the original Due Date for payment to (but excluding) the
date of actual payment, at the Default Rate.
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Payments:
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The Borrower shall make each payment under the Transaction Documents on
or before the respective Due Date. No Due Date shall exceed the Tenure
of the Facility.
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Notwithstanding anything to the contrary, the Lender may, at any time,
without assigning any reason, the undisbursed portion of the Facility and
can also recall any or all portion of the disbursed Loan on demand in the
event of occurrence of an Event of Default. Upon such recall, the Loan
and other amounts stipulated by the Lender shall be payable forthwith.
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The Borrower shall make repayment of the principal amount under the Loan(s)
in such proportion and periodicity as may be provided in the Transaction
Documents or as communicated by the Lender from time to time.
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Refund
& Cancellation Policy
Any additional payment made by You shall be refunded back within 30 days
pursuant to the reconciliation of the accounts by
P
esoCash
. There will be no cancellation of the service once You have received
the loan amount in Your bank account.
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Representations and
Warranties:
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The Borrower makes the representations and warranties set out in this
Section 6.1 to the Lender, in reliance of which the Lender may grant the
Facility:
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The Borrower has the competence and has obtained all authorizations (which
is in full force and effect) to enter into and perform under the Transaction
Documents and to carry on its business and operations as it is being or
is proposed to be conducted;
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The Facility once granted by the Lender under Transaction Documents constitutes
legal, valid and binding obligations of the Borrower enforceable in accordance
with their respective terms;
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The Borrower is in compliance with all laws (including laws relating to
environment, social and labour, anti-corruption and anti-money laundering)
applicable to the Parties;
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The entry into, delivery and performance by the Borrower of, and the transactions
contemplated by the Transaction Documents, do not and will not conflict:
(a) with any law; (b) with the constitutional documents, if any, of the
Borrower; or (c) with any document which is binding upon the Borrower or
on any of its assets;
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The Borrower has a valid agreement, engagement or arrangement with the
Portal which is currently subsisting, and the Portal has not blacklisted,
delisted, suspend or otherwise terminate the arrangement;
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Where the accounts are required to be audited under applicable law, the
most recent audited accounts of the Borrower: (a) have been prepared in
accordance with applicable accounting principles and practices generally
accepted and consistently applied;(b) have been duly audited by the auditors
in accordance with applicable laws (c) represent a true and fair view of
its financial condition as at the date to which they were drawn up, and
there has been no material adverse effect since the date on which those
accounts were drawn up;
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Except to the extent disclosed to the Lender, no litigation, arbitration,
administrative or other
proceedings are pending or threatened against the Borrower or its assets,
which, if adversely determined, might have a material
adverse effect;
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All information communicated to or supplied by or on behalf of the Borrower
to the Lender from time to time, are true and fair/ true, correct and complete
in all respects as on the date on which it was communicated or supplied;
and (b) Nothing has occurred since the date of communication or supply
of any information to the Lender which renders such information untrue
or misleading in any respect;
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The Borrower is not a specially designated national or otherwise sanctioned,
under sanctions (and related laws) promulgated by any Sanctioning Authority;
and
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The Borrower has not taken any action and no other steps have been taken
or legal proceedings started by or against it in any court of law/other
authorities for its insolvency, bankruptcy, winding up, dissolution, administration
or re-organization or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of the Borrower or
of any or all if its assets.
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Each of the representations set out in Section 6.1 shall be deemed to
be repeated on each day during the Tenure of the Facility.
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Covenants:
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Borrower shall permit and facilitate inspection and audit of Borrower's
premises, books and statements of accounts and other documents as may be
required by the Lender, for the purposes of the Facility.
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The Borrower shall maintain its ex
istence and shall carry on its business and operations in compliance with
all applicable laws (including laws relating to environment, social and
labour, anti-corruption and anti-money laundering) applicable to the Parties
and with due diligence and efficiency and in accordance with sound technical,
financial and managerial standards and business practices.
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The Borrower shall ensure that the obligations under the Transaction Documents
shall
at least rank pari passu with all its unsecured and unsubordinated obligations.
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The Borrower shall, within 3 (three) Business Days of demand by the Lender,
pay the amount of any Increased Costs incurred by the Lender as a result
of (i) the introduction of or any change in (or in the interpretation,
administration or application of ) any law or regulation; (ii) compliance
with any law or regulation made before or after the date of relevant Loan
(including any law or regulation concerning capital adequacy, prudential
norms, liquidity, reserve assets or tax) or or (ii) on account of factors
beyond the control of the Lender.
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The Borrower agrees that it shall indemnify and hold harmless the Lender,
to the fullest extent permitted by applicable law, for all losses and liabilities
(including due to claims by a third party), incurred by the Lender as a
result of any breach by him/her of any Transaction Documents.
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Borrower shall submit the details of financials, sales details, stock
and book debts statement on such periodicity as required by the Lender.
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Borrower shall promptly provide upon request of the Lender any further
document/information as may be required by the Lender.
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Borrower undertakes to ensure that all information provided in the Application
Form(s) shall remain true at all times during the Tenure of the Facility.
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The Borrower shall utilize the Facility for the Purpose only.
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The Borrower shall not:
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use the fund for purchase of gold in any form, (including primary gold,
gold bullion, gold jewellery, gold coins, units of gold exchange traded
funds (ETF) and units of gold mutual funds).
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directly or indirectly: (a) use the Facility in any transaction with or
for the purpose of financing the activities of, any person/country currently
subject to any sanctions by Sanctioning Authority; and (b) take part in
or financing any activity, production, use of, trade in, distribution of,
or otherwise involved in any
exclusion-list; and
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directly or indirectly, make or offer any payment, gift or other advantage
which is intended to, or does, influence or reward any person (whether
or not they are in the public sector) for acting in breach of an expectation
of good faith, impartiality or trust or otherwise performing their function
improperly.
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The Borrower shall provide end use certificate in a form and manner satisfactory
to the Lender.
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The Borrower shall promptly notify the Lender in writing upon occurrence
of any breach of Covenant or representation or occurrence of Event of Default
and the steps, if any, being taken to remedy it.
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The Borrower shall from time to time, if required by the Lender, provide
additional security, in a form and manner satisfactory to the Lender.
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The Borrower shall promptly notify the Lender of any breach of any representations,
warranties, covenants, undertakings or any other terms of these Standard
Terms together with the steps taken to remedy it. Upon the breach being
reported, the Lender may, without prejudice to any of its rights under
law or contract, in its sole discretion recommend implementation of corrective
measures to remedy such breach in a form, manner and time as may be necessary
or desirable to the Lender.
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The Borrower shall ensure that throughout the Tenure of the Facility a
valid agreement, engagement or arrangement with the Portal shall subsist
and the Portal has not blacklisted/delisted/suspended or otherwise terminated
such arrangement. This shall be considered an event of default for the
purposes of the Loan.
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Event of Default:
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The Borrower shall be deemed to have committed default on the occurrence
of, inter-alia but not limited to, any one or more of the following events
(hereinafter referred to as "Event of Default"):
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Default has occurred in the payment of any monies in respect of the Facility
(whether at stated Due Date, by acceleration or otherwise) under the terms
of the Transaction Documents.
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Default (other than a payment default) has occurred in the performance
of any covenant, condition, agreement or obligation on the part of the
Borrower under the Transaction Documents and such default has continued
for a period of 10 (ten) days after notice in writing thereof has been
given to the Borrower or as the case may be, to such other person, by the
Lender (except where the Lender is of the opinion that such default is
incapable of remedy, in which event, no notice shall be required).
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The Borrower has, or there is a reasonable apprehension that the Borrower
would, voluntarily or involuntarily become the subject of proceedings under
any bankruptcy or insolvency law, or is voluntarily or involuntarily dissolved,
or declared insolvent, or if the Borrower has taken or suffered to be taken
any action for its re- organization, liquidation or dissolution or if a
receiver or liquidator or a similar official has been appointed or allowed
to be appointed in respect of all or any part of the assets of the Borrower
or if an attachment or distrait has been levied on the Borrower's assets
or any part thereof or certificate proceedings have been taken or commenced
for recovery of any dues from the Borrower or if one or more judgments
or decrees have been rendered or entered against the Borrower and such
judgments or decrees are not vacated, discharged or stayed for a period
of 30(thirty) days, and such judgments or decrees involve in the aggregate,
a liability which could have a material adverse effect.
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Death of any Borrower, or the change of constitution of the Borrower without
the consent of the
Lender.
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Breach of any representation, warranty, declaration or confirmation made
or deemed to be made under the Transaction Documents.
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The Borrower is unable or has admitted in writing its inability to pay
any of its indebtedness as and when they mature or become due.
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If the Borrower ceases or threatens to cease to carry on any of its businesses
in its current form which could have a material adverse effect.
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The security, if any, for the Facility is in jeopardy or ceases to have
effect.
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It is or becomes unlawful for any Borrower to perform any of its obligations
under the Transaction Documents.
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An event of default howsoever described (or any event which with the giving
of notice, lapse of time, determination of materiality or fulfilment of
any other applicable condition or any combination of the foregoing would
constitute an event of default) occurs under any agreement or any indebtedness
of the Borrower or becomes capable at such time of being declared, due
and payable under such agreements before it would otherwise have been due
and payable.
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One or more events, conditions or circumstances (including any change
in law) shall occur or exist which could have a material adverse effect.
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The Borrower shall promptly notify the Lender in writing upon becoming
aware of any default and the steps, if any, being taken to remedy it.
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Consequences of Event of Default:
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Upon occurrence of any Event of Default, the Lender shall be entitled
at its absolute discretion to inter alia:
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Call upon the Borrower to pay forthwith the outstanding balance of the
Facility together with interest and all sums payable by the Borrower to
the Lender;
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Call upon the Borrower to pay all claims, costs, losses and expenses that
may be incurred by the Lender because of any act or default on the part
of the Borrower with respect to the Facility and/or for the recovery of
the outstanding dues (including legal/attorney fee) and/or on account of
failure of the Borrower of any of the terms and conditions under the Transaction
Documents;
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Enforce any rights available to it under any law or contract.
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Miscellaneous:
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Online Transactions:
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For ease of operation of the Borrower, Borrower shall have the option
of applying for further facilities provided by the Lender using online
secure platforms as may be specified by the Lender (hereinafter referred
to as "Online Facility").The Facility shall be extended to the Borrower
subject to the Borrower complying with the Lender's credit parameters and
submitting all documents/information as may be required by Lender in such
form as may be specified by the Lender from time to time. Lender may in
its sole discretion reject the application for the facility/loan by the
Borrower.
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It shall be the sole responsibility of the Borrower to ensure that the
Access Codes are not compromised or shared with any unauthorized users.
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The Borrower expressly agrees and acknowledges to have read and understood
the terms applicable for usage of the Online Facility and be bound by such
terms and conditions (as amended by the Lender from time to time)at all
times during the tenure of such Facility.
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The Lender shall have no obligation to verify the authenticity of any
transaction/instruction received or purported to have been received from
the Borrower through the Online Facility or purporting to have been sent
by the Borrower other than by means of verification of the Access Codes.
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All the records of the Lender with respect to the online request for facility
arising out of the use of the Online Facility shall be conclusive proof
of the genuineness and accuracy of the transaction. While the Lender and
its affiliates shall endeavor to carry out the instructions promptly, they
shall not be responsible for any delay in carrying on the instructions
due to any reason whatsoever, including due to failure of operational systems
or any requirement of law.
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Borrower can check the availability of a pre-approved offer that may be
made by
the Lender through Online Facility. Any pre-approved offer by the Lender
does not constitute grant of facility to the Borrower and shall be subject
to the terms as may be specified by Lender from time to time.
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Borrower acknowledges and accepts that the Lender may permit/allow anybody
quoting the correct Access Codes and other details to conduct the type
of operations which are permitted under the Online Facility.
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Notices
Any notice or request to be given or made by a party to the other shall
be in writing. Such notice or request shall be deemed to have been duly
received by the party to whom it is addressed if it is given or made at
the address specified below or at such other address as may be agreed from
time to time:
For the Lender:
Registered office at Registered Address specified in the Application Form.
For the Borrower:
The address as stated in the Application Form. The Lender may also agree
to act on the basis of request made via registered email ID of the Borrower.
Provided however that a notice or communication to any Borrower shall
be deemed to be a notice or
communication to other Borrower(s).
11.3
The Lender shall, without prejudice to any of its specific rights under
any other agreements with the Borrower, at its sole discretion, be at liberty
to apply any other money, amounts, securities and other property of the
Borrower (whether singly or jointly with another or others) in possession
of the Lender or any of its subsidiary/ affiliate/ associate company in
or towards payment of the dues under Facility granted under the Transaction
Documents. The borrower can avail Online Facility on the Portal.
11.4
The Lender shall be entitled at the sole risk and cost of the Borrower
to engage one or more person(s) to collect the Borrower's dues and shall
further be entitled to share such information, facts and figures pertaining
to the Borrower as the Lender deems fit. The Lender may also delegate to
such person(s) the right and authority to perform and execute all such
acts, deeds, matters and things connected herewith, or incidental thereto,
as the Lender may deems fit. The Borrower recognizes, accepts and consents
to such delegation.
11.5
The Borrower shall not assign or transfer all or any of its rights, benefits
or obligations under the Transaction Documents. The Lender may, at any
time, assign or transfer all or any of its rights, benefits and obligations
under the Transaction Documents.
11.6
In case of default committed by the Borrower, the Lender may also disclose
and publish the information about the Borrower and its default with the
Lender in the public domain including through social media.
11.7
The Borrower acknowledges that the Lender has or may have business and
other transactions with third parties (including those who are in the business
of manufacturing, supplying or otherwise dealing with any asset being financed
by the proceeds of this Facility) and hereby waives any conflict of interest
that it may have on such arrangement. Further, the Borrower acknowledges
that any contract or arrangement between the Lender and such third parties
are independent of these Standard Terms.
11.8
The Lender reserves the right to amend the terms of these Standard Terms
(except
amendment to Rate of Interest) by intimating the same to the Borrower.
Rate of Interest shall not be changed without prior consent of the Borrower.