AGREEMENT

This Agreement is made on the day stated in the Schedule hereto by :

Between

M/s. L & T FINANCE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 having its Registered office at L&T House, N.M. Marg, Ballard Estate, Mumbai - 400 001 and Corporate Office at Metropolitan, BKC, (hereinafter referred to as the LTF, which expression shall unless repugnant to the meaning and context herein, mean and include its successors in title and assigns) of the One Part.

And The Person whose name, address and constitution is as described in the Schedule attached hereto (hereinafter referred to as the Service Provider which expression shall, unless it be repugnant to the meaning or context thereof, mean and include its heirs/executors/administrators/successors in title) being party of the Other Part. (LTF and Service Provider are hereinafter collectively referred to as the Parties and individually as Party). WHEREAS:

A. LTF is a nonbanking finance company carrying on the business of providing various kind of financial services to its customers including the business of financing and leasing of vehicles/machinery/equipments etc., (hereinafter for the sake of brevity referred to as Asset/s). For the purposes of this Agreement, the term Borrower/Customers shall also include Loan/hire purchase/lease customers of the LTF. B. LTF in the course of its business activity lets out on lease/loan to its various Borrowers/ customers such Asset/s under the terms and

conditions stipulated in the respective Agreement/s of Lease/Loan entered into with such customer/s; C. Under the agreement with the Borrowers, the Assets along with its accessories stand hypothecated to the LTF and in terms of the said Agreement, the LTF has a right to take possession of the Assets and dispose of the same on the happening of an event of default under the said agreement. D. The LTF is desirous of entering into an arrangement under which a person/ will be entrusted with the task of repossessing vehicles from defaulting borrowers. E. The Service Provider has approached the LTF for providing such services and the LTF has agreed to engage the services of the Service Provider. F. The LTF, after verification of the credentials of Service Provider, wishes to engage the services of the Service Provider for the task of follow up and repossessing Assets of LTF from defaulting borrower.

NOW THIS AGREEMENT WITNESSES AND THE PARTIES HERETO AGREE AS FOLLOWS:

1.

Types and Scope of Services:-

1.1

The LTF hereby appoints Service Provider for availing all or any of the services: 1.1.1 1.1.2 1.1.3 1.1.4 1.1.5 To provide customer tracking facility; To follow up with the customers. To provide Asset/s tracking facility; To repossess the Asset/s from defaulting borrowers; To park the repossessed Asset/s at the place as directed by the LTF; 1.1.6 Intimating the appropriate authorities before and after the repossession; 1.1.7 To provide such other facility is instructed by LTF.

1.2

The Service Provider shall function within the limits of the area as mentioned in Schedule I attached herewith.

1.3

This appointment is made on a non-exclusive basis and the LTF is free to appoint other Service Provider of its choice for the said area or any part or for the whole of India.

2.

Term:This Agreement shall be in force for a period as mentioned in the Schedule I attached herewith starting from the date of execution of this Agreement, unless terminated as per the provisions of the Agreement, and shall be renewable at the option of the LTF for any further period at the sole and absolute discretion of LTF and upon the terms as deemed fit by LTF.

3. 3.1

Service Charges:In the course of Service Provider carrying out the activities as per this Agreement, LTF shall pay Charges to Service Provider as mutually agreed

from time to time, as also reimburse expenses directly allocable to the LTF against invoices. 3.2 It is expressly agreed between the parties that the service charges agreed to here in above shall be paid by LTF to the Service Provider only upon receiving delivery of the repossessed Asset/s.

3.3

Service Provider should ensure that the bill for the payment(including any statutory dues) should be raised by it. The terms of payment may be charged from time to time, by mutual consent of parties.

3.4

The LTF may, upon notice, withhold payment for services due to any question that may be raised by LTF on any items invoiced to the LTF. Such nonpayment shall not constitute a default or breach of this Agreement.

3.5

Service Provider shall be responsible for and pay all taxes, levies, duties, assessments and deductions of every nature required by law in connection with the provision of the services under this Agreement including inter-alia, statutory dues payable under various laws, statues to any government authorities, semi-government authorities and other statutory bodies in connection with and/or arising under this Agreement.

3.6

In the event of any mis-appropriation of funds by Service Provider

or its

employee/s the said amount shall be adjusted against Charges payable to Service Provider by LTF. 4 4.1 Training for Quality and Performance Standard:LTF may in such form and manner as it may deem fit assist the Service Provider to enhance its quality, professional effectiveness and performance

standard by providing ongoing training to Service Provider and its employees in such area as it may deem necessary including recovery and communication. LTF may help Service Provider in designing a recovery set

up and will extend such other help as the LTF may deem necessary for its Services. 4.2 The Service Provider should ensure that in case of loss/damage to the Asset/s due to gross negligence of the Service Provider, LTF may at its discretion, after confirmation of the deposit of such Assets to yard/ warehouse / godown of LTF , claim the losses/damages from the Service Provider on

the same day of repossession. LTF would be at liberty to deduct the said amount from the Charges payable to the Service Provider . 4.3 It shall be responsibility of the Service Provider to ensure deposit of the

vehicle within 24 hours of repossession at the parking yard / warehouse / godown of the LTF or at such other place as specified by LTF.

5.

Duties & Obligations of the Service Provider :-

5.1

The Service Provider shall understand the recovery mechanism of the LTF for the task of repossessing Asset/s from defaulting borrowers/customers.

5.2

If the Service Provider wilfully suppresses any information or conducts itself in such a manner to be guilty or inducing the LTF to accept any proposal for the ulterior benefit of the Service Provider,Service Provider shall be held

liable for the loss caused to the LTF and it shall be open to the LTF to terminate this Agreement and take recourse to appropriate legal proceedings. 5.3 The Service Provider hereby confirm and declare that it has carried out the necessary Know Your Customer (KYC) process w.r.t. its employees and has found that the none of its employees has not committed any offence in the past, which would disentitle it from being a Service Provider. 5.4 The Service Provider further declares that either himself or any of his employees is not involved directly or indirectly in any complaint, case, dispute or proceeding/s, whether civil or criminal, with any person/s, authorities in connection with any repossession or in relation to any other matter. 5.5 5.6 The Service Provider shall not carry out any transaction in cash. The Service Provider shall under no circumstances either share in part or in full the commission received with the defaulting borrowers. 5.7 The Service Provider should not deal with the defaulting borrowers/customers and/or whosoever is in possession of the Asset/s in any form apart from LTF. The Service Provider shall also not accept any payments from defaulting

borrowers of the LTF and/or whosoever is in possession of the Asset/s in the firm name of the Service Provider or in the name of its

employees/associates, such payments whether made by cheque or demand draft or pay order, and such payments constituting payment to be made to the LTF by defaulting borrower. 5.8 It is expressly understood that the Service Provider has no power or authority to enter into any compromise, settlement or understanding with the Borrower/customer or his representative in respect of the Asset repossessed and shall not redeliver the Asset repossessed to the Borrower/customer or its representative under any circumstances. 5.9 The Service Provider should take all effective action and adopt such measures as are necessary to repossess the Asset/s including intimating the appropriate authorities. The Service Provider shall use only lawful measures and on no account shall commit violence to the person or the property of anyone. LTF shall not be liable for the consequences of any action of the

Service Provider

or anyone acting on its behalf which in any way violates

this clause for which the Service Provider alone shall be liable. 5.10 The Service Provider shall not resort to intimidation or harassment of any kind either verbal or physical against any of the defaulted borrower in their debt collection efforts, including acts intended to humiliate publicly or intrude the privacy of the defaulting borrowers family members, referees and friends, making threatening and anonymous calls or making false and misleading representations. 5.11 The Service Provider shall not use force or any weapon against any third parties while repossessing the Asset/s from the custody of the Borrower or his representatives. 5.12 The Service Provider further undertakes that he/it shall not cause any law and order problem while repossession and shall not cause any injury or grievous hurt or damage to any person or property. 5.13 The Service Provider may, in his signage, inscribe that it is a Service Provider of the LTF. The Service Provider shall not use the name logo, or any trade name or trademark/copyright of the LTF without prior written consent of the LTF. 5.14 The Service Provider during the performance of its duties does any collection on behalf of LTF should strictly follow their code and further the Service Provider should refrain from doing any action that could damage the integrity and reputation of the LTF and the Service Provider customer confidentiality. 5.15 If the Service Provider is desirous to using subcontractors, subagents and should observe strict

modify any of the process for more efficiently providing the Services under this arrangement the Service Provider shall obtain prior written consent of shall remain

LTF before effecting the same. However the Service Provider responsible

and continue to remain responsible for all the actions and

omission of such sub-contractor, and in case LTF suffer any loss, then the Service Provider shall indemnify such loss. 5.16 The Service Provider hereby declares and confirms that is has not

committed any offence in the past which would disentitle if from being a Service Provider. The Service Provider further declares that it is not involved directly or indirectly in any complaint, case, dispute or proceeding/s, whether civil or criminal, with any person/s, authorities in connection with any repossession or in relation to any other matter.

5.17

The Service Provider shall immediately on repossession of the Asset/s, prepare an inventory of the equipment/product/goods/items/articles etc. lying in the Asset/s and the fixtures, accessories fitted in/with the property and obtain the signature of the driver/defaulter and also of two independent witnesses along with their names and addresses.

5.18

The Service Provider shall be responsible for the safety of the Asset/s taken in possession and also shall be responsible for any loss/damage to the Asset/s in course of its duties.

5.19

The Service Provider shall before and after repossession of the Asset/s intimate the police station having jurisdiction in the locality where

repossession is to be carried out and obtain an acknowledgement of the same. The letters of the pre and post intimation to the Police Station shall be prepared and issued by LTF to the Service Provider for the purpose of

submission to the concerned Police Station/s., which should be later submitted to LTF for its records. 5.20 The Service Provider shall within 24 hours of repossession deliver the Asset/s to LTF at the stipulated place, in the same condition as it was at the time of repossession along with the keys of the Asset/s and other documents (including RC book) and all the items, articles, accessories, goods etc., mentioned in the inventory. RC book should be handed over to LTF branch. 5.21 No employee/representative of LTF shall be required to accompany the Service Provider at the time of repossession unless expressly agreed to

by LTF. It is expressly agreed and understood that in such event, the mere presence of the employee/representative of LTF shall not be construed to mean that the activity of repossession is being carried out under the supervision or control of LTF. It is expressly understood that the employee of LTF if at all present shall only identify the customer and/or Asset/s, as the case may be. 5.22 The Service Provider shall not represent itself to be the agent of LTF. At

the time of entrusting each case for repossession of the Asset/s, LTF shall give to the Service Provider, in writing, a description of the Asset/s and the name and address of the defaulter. Service Provider shall be entitled to use the said correspondence as proof of its credentials. 5.23 The employee/s of the Service Provider shall carry an identity card

containing their names, age, address and blood group types, the Identity card shall be pre-approved by LTF.

5.24

The Service Provider hereby agrees and covenants that the Service Provider shall immediately notify the LTF in writing or any event which may result in or which may give reason to believe that there may be a work stoppage, slowdown, or other impediments or disruptions in the due performance of the obligation of the Service Provider under this Agreement.

5.25

Notwithstanding anything contained hereinabove, the Service Provider hereby agrees that the Service Provider himself and its employees, sub-contractor or sub-agents will not violate any of the Guidelines prescribed by LTF for Repossession more particularly mentioned in Schedule III hereto.

6. 6.1

Indemnity:Service Provider hereby indemnifies and agrees to hold harmless LTF, its Directors, employees, servants, against all direct and/or indirect

consequences / claims / actions / suits / damages / prosecutions resulting out of or in relation to : a) Any nonobservance and/or breach of the terms of the Agreement; or violation or breach of any law, rule, regulation or guideline which is in relation to any of the activity of the Service Provider. b) Conduct/misconduct/action or inaction on part of any employee, agent, associate, partner, servant or any person acting on express or implied authority or in association with or under instructions of the Service Provider. 6.2 The Service Provider hereby acknowledges that LTF is not and will not in any manner be liable for the manner of execution of its obligations by the Service Provider and the Service Provider will be solely and absolutely liable for the same. The employee, agent associate, partner, servant or any person acting on express or implied authority or in association with or under instructions of the Service Provider shall in no event be treated or deemed to be the agents, employees or servants of LTF and will be for all purposes, including for discharging any liability whatsoever, be deemed to be

employees of the Service Provider. 6.3 This indemnity by the Service Provider shall survive the termination of this

Agreement. This is without prejudice to the other rights and remedies in law and/or contract of the LTF against the Service Provider .

7.

Confidentiality & Security:-

7.1 All information including customer related information obtained by the Service Provider during the course of performance of its duties under this agreement, LTF or otherwise, relating to LTFs

whether expressly furnished to it by

customers or regarding its business (Information), shall be treated as strictly confidential and the Service Provider shall not divulge it except to its own

employees strictly in the course of business. Such employee as well as the Service Provider shall be bound by the provisions of this clause during the

duration of this Agreement and even after its termination not to disclose such information except as may be required by law. 7.2 The Service Provider shall not make any statement/ representation

/warranty/promises or assurances on behalf of LTF to its customers beyond what is contained in the brochures or catalogues setting out the financial products and schemes as issued by LTF. 7.3 During the subsistence of this agreement the Service Provider shall not engage in business which is in conflict with the business to be performed by the Service Provider under this Agreement. 7.4 The Service Provider represents that it shall isolate and clearly identify LTFs customer information, documents, records and assets to protect the act

confidentiality of the information. In instances, where the Service Provider

as an outsourcing agent for multiple Banks/financial Institutions/NBFCs, care should be taken to build strong safeguards so that there is no commingling of information/documents, records and assets. 7.5 The Service Provider on its own behalf and for its subsidiaries, and its affiliates, its advisors that it will, and will procure that each of its officers, employees, agents and advisers or any one claiming under it will :7.5.1 Keep, safeguard and hold as private Information received from LTF; 7.5.2 7.5.3 Use the Information solely for the purposes of this Agreement; Not disclose to any person any of the information or and confidential all the

commercial/contractual details of the transactions; 7.6 The Service Provider acknowledges that the Information provided by the LTF is a trade secret and the Service Provider will not disclose the same to any will not make use of any

person(s) who is a third party. The Service Provider

Information inconsistent with the purpose of the Agreement and will not use the Information for the benefit of any person(s) other than to that of LTF.

7.7 The Service Provider may disclose Confidential Informations:7.7.1 7.7.2 with the prior written consent of LTF or Any consent under paragraph 7.7.1. above will be conditional on LTF first obtaining a letter from the person to whom the disclosure is to be made on the same terms as this letter. As all the information provided are the property of LTF, on termination or fulfilment of purpose, the Service Provider shall forthwith return all the Confidential Information (except the information as may be required to be retained by the Party under any law for the time being in force in India) together with all copies to LTF. 7.8 Obligation of the Service Provider under this provision survives the expiration or early termination of the Agreement. 8. 8.1 Termination:LTF may terminate this agreement forthwith if the Service Provider fails to

perform its functions, duties and obligations. Notwithstanding the aforesaid, LTF may also terminate this agreement without assigning any reason for the termination but after giving to the Service Provider least one month. 8.2 The Service Provider may terminate this agreement by giving to the LTF a written notice of at lease one month. 8.3 On the termination of this Agreement, the Service Provider shall immediately a notice in writing of at

return to the LTF all the documents and relevant papers concerning the financial products and schemes of the LTF and all information, agreements, documents and papers lying with the Service Provider relating to transactions executed between LTF and the defaulting borrowers of LTF and give a written confirmation of its having so done. 8.4 On termination/expiry of this Agreement, any recovery proceeds by the

Service Provider to the LTF prior to termination/expiry of this Agreement shall be processed by the LTF and any payments in connection with such recovery proceeds will be paid to the Service Provider by LTF. 8.5 In the event of termination/expiry of this Agreement, LTF may withhold any payments to be made to the Service Provider in connection with any recovery proceeds of any defaulting borrower, such payments being due to the Service Provider , till such time as the Service Provider deposits all Documentation concerning all the defaulted borrower(s) of the LTF with the LTF.

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8.6

In the event of termination of the Agreement for any reason the same may be publicized in any form being print, television, telephonic or any other media which would ensure that the Service Provider is not associated with the LTF

and the Borrower/s do not continue to entertain the Service Provider . Access to the Service Providers Premises and Maintenance of Books or Account & Other Registers:9.1 The Service Provider shall keep complete and accurate records of all operations and expenses in connection with the Services. All said records shall be kept on file by the Service Provider until expiration of this Agreement and/or termination of the Agreement from the date the record is made, and in any event, shall not be excised without first having duly and adequately and timely informed to LTF. 9.2 The Service Provider hereby authorizes LTF, its management or its employees, its auditors and/or its regulators, from time to time and at all reasonable times to, to access the premises of the Service Provider and examine, appraise and verify all books, record and information, the documents and writings relating thereto and shall promptly make and furnish to the LTF such statements and returns as LTF may from time to time require. 10. Disclosure:The Service Provider hereby consents for the disclosure of all information, date and/or document in any form and manner relating to the Service Provider and/or LTF under the Agreement, to any employee of authorised

9.

representative of Reserve Bank of India (RBI) and such employee or authorised representative shall be having right to access all such information, date and/or document in any form and manner relating to the Service Provider and/or LTF under the Agreement. 11. General Guidelines : The General Guidelines as per Schedule II annexed herewith is explained to the Service Provider and should be followed by the Service Provider. The Service Provider is strictly advised to give proper training to its staff, subagents etc., to handle with care and sensitivity of the defaulting borrowers, soliciting defaulting borrowers, hours of calling, privacy of defaulted borrowers information, conveying the correct information as provided by the LTF.

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12.

NOTICE: Any notice to the Service Provider by LTF shall be in writing and posted, delivered personally or sent by courier, registered or certified mail or facsimile transmission to the last known address of The Service Provider and for

proving service by LTF it shall be sufficient to show that the envelope containing the notice was properly addressed and posted/delivered/sent to the said address/facsimile number. Any notice required to be given by the Service Provider to LTF shall be in writing and sent by registered post A.D. to the Corporate Office address of LTF. Provided, however, that no notice or communication to LTF shall be effective unless actually received by LTF.

13. 13.1

General Provisions:This agreement is made on a principal to principal basis and the LTF shall not direct or supervise the work of the Service Provider .

13.2

No delay in exercising or omission to exercise any right, power or remedy accruing to the LTF under this Agreement shall impair any such right, power or remedy or shall be construed to be a waiver thereof or any acquiescence in such default, nor shall the action or inaction of the LTF in respect of such default or any acquiescence by it in any default, affect or impair any right, power or remedy of the LTF in respect of any other default.

13.3

The Service provider shall not be entitled to transfer or assign all or any part of this Agreement and any such transfer or assignment shall be void.

14.

ARBITRATION & JURISDICTION: Any dispute and/or difference and/or claim that arises between parties or any of them touching or concerning this Agreement or any condition herein/therein contained or as to the rights, duties or liabilities of parties hereto or any of them either during the continuance of the Agreement or after the completion or termination or purported termination hereof shall be referred to the sole Arbitrator to be appointed by LTF, according to the provisions of Arbitration & Conciliation Act, 1996 and rules thereunder and any amendment thereto from time to time. The Service Provider shall not have any dispute relating to the appointment of such Sole Arbitrator for any reason whatsoever. It is agreed between the parties hereto that nothing contained in Section 17(1) of Arbitration & Conciliation Act, 1996, shall in any way, affect the right of any of or preclude the parties to / from seek / seeking such interim relief /s in any

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Court of competent jurisdiction, including interim relief u/s 9 of the Arbitration & Conciliation Act, 1996, and the rules framed thereunder The decision of the Arbitrator whether on questions of law or of fact shall be final and binding on the parties. The venue of arbitration shall be Mumbai or such other place that LTF may at its sole discretion determine and courts in Mumbai or such other place shall have exclusive jurisdiction.

IN WITNESS WHEREOF the parties hereto have set and subscribed their respective hands the day and year first hereinabove written.

SIGNED AND DELIVERED by the withinnamed

L &T Finance Limited By its Authorised Signatory Mr. ____________________ (State Head) in the presence of

) ) )

a. Mr. _________________

b. Mr. _________________

SIGNED AND DELIVERED by the withinnamed

Service Provider By its Authorised Signatory Mr. ____________________ (Repo Agent) in the presence of

) ) )

a. Mr. _________________

b. Mr. _________________

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Schedule I
Date of the Agreement (DD / MM / YYYY) Name of the Service Provider Address of the Service Provider

Constitution of the Service Provider Territory /Area within which the Service Provider shall operate. Tenure of Agreement

Agreement Expiry date (DD / MM / YYYY)

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SCHEDULE II

The policy of L&T Finance (LTF) with respect to repossession aims at recovery of dues in the event of default and is not aimed at whimsical deprivation of the property. LTF recognizes fairness and transparency in repossession, valuation and realization of security. LTF is committed to : Following fair practices especially with regard to collection of dues and repossession of security. Fostering customer confidence and long-term relationship. Maintaining dignity and respect of the customer. Not follow methods that are unduly coercive in collection of dues. Observing a policy that is built on courtesy, fair-treatment and persuasion.

General guidelines

All the members of the staff or any person authorized to represent LTF in dues collection or/and security repossession would follow the guidelines set out below:

Customer would be contacted ordinarily at the place of his choice and in the absence of any specified place at the place his residence in the case of retail customers and in the place of business or residence as the case may be in the case of other customers. Identity and authority to represent would be made known to the customer at the first instance. Customer privacy would be respected. Interaction with the customer would be in acceptable business language. Customer calling time would be between 0700 hrs and 1900 hrs, unless the special circumstances of the borrowers business or occupation demands otherwise. Customer requests to avoid calls at a particular time or at a particular place would be honoured as far as possible. Time and number of Calls and contents of conversation would be documented.

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Customer would be provided with all the information regarding dues and necessary notice would be given for enabling discharge of dues. Reasonable notice would be given before repossession of security and its realization. All assistance would be given to resolve disputes or differences in a mutually acceptable and in an ordinary manner, if any as regards dues. During visits to customers place for dues collection, decency and decorum would be maintained. Inappropriate occasions such as bereavement in the family or such other calamitous occasions would be avoided for making calls/visits to collect dues. Behaviour that would suggest criminal intimidation or threat of violence would be scrupulously avoided.

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SCHEDULE III GUIDELINES TO BE FOLLOWED FOR REPOSSESSION OF ASSETS 1. Please check/confirm the endorsement in the RC book before repossession (whether it is hypothecated to the company or not); 2. In case of decision to repossess, a letter/telegram must be sent, prior to repossession: a. to the local Police station where the borrower/ co-borrower resides / has office. b. to the jurisdiction of the police station where the asset/s is situated. c. to the jurisdiction of the police station where the asset/s is to be parked after repossession. 3. A copy of the RC book/ RTO particulars showing that the asset/s is under hypothecation of the company should also be annexed along with the intimation letters to the police. 4. Dont repossess any asset/s carrying any old person, patient or ladies, children and / or suspected to be carrying explosives, fire-arms or any other banned substance 5. In case an asset/s is repossessed which is carrying/containing the goods/belongings of any third party/ borrower etc., then immediately these third parties should be identified and notice in writing should be given to such third parties and the goods /belongings should be returned to them. 6. Immediately on repossession, intimation by telegram should be sent to the police station informing about the repossession. (A copy to be marked to the SP/Commissioner of the concerned district) L & T Finance Ltd. 7. A copy of the said telegram should be obtained from the post office and preserved for our records. 8. Repossession Agent/ Company executive should prepare proper inventory of asset/s repossessed immediately on repossession and the company executive should file a status report of the events and submit it to the Department Head and maintain its proper records.

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