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Schedule II
SUPPLEMENTAL LOAN AGREEMENT
This agreement (“Supplemental Loan Agreement”) is supplemental to Loan Agreement and is made and executed and/or deemed
to be executed on the date and at the place as mentioned in the Schedule I herein between the Person(s), named in the Schedule I
herein (Loan Schedule) and/or those who have acceded to this Supplemental Loan Agreement (the “Borrower/s”, which
expression shall, unless it be repugnant to the subject or context thereof, include its successors, executors, administrators
trustees, members, legal representatives, legal heirs and permitted assigns) of the FIRST PART
AND
Avanse Financial Services Limited, a company incorporated under the provisions of the Companies Act, 1956, and having its
registered and corporate office at E- Wing, 4th Floor, Times Square Andheri -Kurla Rd, Gamdevi, Marol, Andheri East, Mumbai,
Maharashtra- 400059, acting through its branch office mentioned in the Schedule I (Loan Details) of the Loan Agreement (the
“Lender”, which expression shall, unless repugnant to the context, include its successors, and assigns or novatees) of the
SECOND PART
(The Borrower(s) and the Lender(s) (as defined below) individually to be referred to as “Party” and collectively to be referred to as
“Parties”).
WHEREAS
The Lender and the Borrower(s) had entered into a Loan Agreement, whose details more particularly described in the Schedule I
herein (Loan Schedule) (the “Loan Agreement”) for the purpose and on the terms and conditions as more particularly set out in the
Loan Agreement therein.
The Lender and the Borrower(s) now wish to make certain modifications in the Loan Agreement, in the manner set out below.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND OTHER GOOD AND VALID CONSIDERATION, THE
RECEIPT AND ADEQUACY OF WHICH ARE HEREBY EXPRESSLY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS
FOLLOWS:
1. DEFINITIONS AND INTEPRETATION
1.1 All capitalized terms unless specifically defined in this Supplemental Loan Agreement shall have the same meaning as
set out under the Loan Agreement.
1.2 The construction provisions set out in Clause 1.1 of the Loan Agreement will mutatis mutandis apply to this
Supplemental Loan Agreement.
1.3 All 'Schedule' or 'Schedules' shall be deemed to form part of this Supplemental Loan Agreement.
1.4 in the Loan Agreement and the other loan and security related documents in the singular, where the context so permits,
shall be deemed to include the plural and vice versa, unless otherwise specifically stated herein.
2. AMENDMENTS
2.1 The Parties hereby agree and undertake that the following definition of “Co-lending Circular” shall stand added in
clause 1.1 of the Loan Agreement shall, after the definition of Course:
“Co-lending Circular” shall mean the guidelines issued by the RBI on Co-Lending by Banks and NBFCs to
Priority Sector dated November 5, 2020, as amended and/or modified from time to time.”
2.2 The Parties hereby agree and undertake that the following definitions of “Lender(s)” shall stand added in clause 1.1 of
the Loan Agreement:
“Lender(s)” shall mean in its individual reference the “Lender” and jointly the Lender and any other person (s) /Co-
lender, as the context may so require, who agrees to accede to the terms of this Agreement by way of deed of
accession or by any other document executed in favor of the Lender on the terms as agreed between Lender and such
other acceding person(s)/ Co-lender in its capacity as a lender.”
2.3 The Parties hereby agree and undertake that the following definitions of “Secured Party(ies)” shall stand added in
clause 1.1 of the Loan Agreement,:
“Secured Party(ies)” shall mean jointly the Lender and the Co-Lender and term “Secured Party” shall mean the
Lender or any one of them, as the context may so require.”
2.4 The Parties hereby agree and undertake that clause 20 shall be added to the Loan Agreement after clause no 19:

20 Co – Lending Arrangement
20.1 Co-Lending
(a) Borrower(s) hereby agree and acknowledge that the Lender may enter/has entered into a co-lending arrangement with
certain banks eligible under the Co-lending Circular. The features of the co-lending arrangements and the roles and
responsibilities of Lender and the co-lending banks under such co-lending arrangements are as set out under the
Schedule A set out hereunder. Borrower(s) hereby further agree and undertake that pursuant to the co-lending
arrangement, the aforementioned co-lending banks (“Co-Lender” / “Bank”) can exercise their option to participate in
the loan and become a co lender along with the Lender to the extent of 80% (Eighty Percent) of the total principal to be
lent by the Lender (“Bank Contribution”). Borrower(s) hereunder further agree and acknowledge that that such part of
the loan may be assigned/transferred/novated by the Lender to the Bank, with the underlying security interest,
(“Bank's Participation”) absolutely and forever, to the end and intent that the Bank shall be deemed to be the full and
absolute owner of the Bank's Participation and as such legally and beneficially entitled to all such portion of the loan,

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free from all encumbrances. Further, the Borrower(s) agree and confirm that upon transfer to the Bank of the Bank
Contribution by the Lender , the terms of the loan will be deemed to be novated in such a manner that Bank will become
a co-lender of the loan and will be deemed to have executed this Agreement as a co-lender along with the Lender.
(b) Borrower(s) hereby agree and acknowledge, in case, this Loan is subject to the co-lending arrangement entered into
by the Lender with a Bank, (i) in addition to the terms set out under the main body and other sections of the Loan
Documents, the additional terms set out under the Schedule A herein shall also become applicable to such Loan and
the Borrower(s) have carefully read and understood the same and (ii) the Borrower(s) shall without any dispute or
demur or protest, comply with all the terms and conditions set out under the Schedule A herein and shall fulfil all
its/their obligations towards the Bank (in their capacity as a Co-lender) and the Lenders, in terms of the Transaction
Documents and (iii) in the event of inconsistency between the terms set out under the main body and other sections
of the Loan Document and the additional terms set out under the Schedule A herein, the terms set out under the
under the Schedule A herein shall prevail to the extent of such inconsistency (if applicable).
20.2 KYC clause
Borrower(s) hereby agree and acknowledge that, for facilitating the co-lending arrangement as above, the Know Your
Customer (KYC) and related details are required to be shared with the Bank. Borrower(s) hereby provide its consent to
the Lender for sharing such information with the Bank being a participant to this co-lending arrangement. Further
Borrower(s) hereby consent to the Lender and the Bank to disclose any information or data related to the Loan and my
personal KYC information to the TransUnion CIBIL Limited and /or any other agency authorized by the Reserve Bank
of India, Central KYC Registry or any other competent authority. Borrower(s) further agree and acknowledge that the
Borrower(s) is/are aware that such agencies may use or share such information as they deem fit and proper.
20.3 FATCA
Borrower(s) hereby agree and acknowledge that, Borrower(s) is/are citizen and permanent resident of India and
subject to the tax regime of India.
20.4 Grievance Redressal
The Borrower(s) may register a complaint with the Lender with respect to the Loan, at customer care of the Lender by
way of e-mail to [email protected] or by way of call at 1800-266-0200 (For Customer calling from India) and (+91)
22-6680 6464 (For customer calling from abroad) or by way of a direct written complaint addressed to concerned
officer of the Lender at its registered office address. The Lender shall within 30 (Thirty) days, resolve the complaint,
failing which the Borrower would have the option to escalate the same with the concerned Banking
Ombudsman/Ombudsman for NBFCs or the Customer Education and Protection Cell (CEPC) in RBI.”
2.5 The Parties hereby agree and undertake that following Schedule A shall be added to the Loan Agreement:

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SCHEDULE A
TERMS OF CO-LENDING AMONGS THE LENDERS
1. Bank Contribution
1.1 As per co-lending arrangement, if the Loan availed by the Borrower(s) meets the selection criteria of the relevant Bank,
and if it is accepted by the Bank, the Bank will make available such portion of the Loan monies as per the Bank
Contribution and part thereof shall be novated/assigned/transferred by the Lender to Bank.
1.2 Upon transfer of the Bank Contribution by the Lender, all the right, title and interest of the Lender in the Loan, in relation
not the Bank Contribution shall stand transferred from the Lender 1 to the Bank (to the extent it is entitled to pursuant to
the transfer of Bank Contribution) absolutely and forever, to the end and intent that the Bank shall be deemed to be the
full and absolute owner and as such portion of the Loan legally and beneficially entitled to all such portion of the security
against the Loan.
1.3 Further, the terms of the Loan will be deemed to be novated/assigned in such a manner that Bank will become a co-
lender of the Loan and will be deemed to have executed the Loan Documents (to which the Lender is a party) as a co-
lender along with the Lender and all the references under the Loan Documents to the Lender of the Loan shall be
deemed to mean and include both Lender and the Bank.
2. Roles, Responsibilities And Covenants of The Bank And The Lender
2.1. As per Law including the Co-lending Circular, the Lender shall continue to be single point of interface for the
Borrower(s), irrespective of a portion of the Loan being novated by/assigned to/ transferred to the corresponding Bank
under the co-lending arrangements.
2.2. The Lender or the duly authorized & appointed facility agent/service provider of Lenders (acting in its capacity as facility
agent and/or service provider on behalf and for the benefit of Lenders) (“Facility Agent”/“Service Provider”) shall
inter-alia have the following roles and responsibilities:
2.2.1 Collection of the receivables and repayment amounts against the Loan from the Borrower(s) on behalf of Lender
and the Bank;
2.2.2 Enforcement of security and collection of all enforcement proceeds from the Borrower(s) on behalf of Lender and
the Bank; and
2.2.3 Maintenance of details and accounts of the Borrower(s).
2.3. The Lender and the Bank have agreed to adhere to a standard operating procedure mutually framed by the Lender and
the Bank which shall be monitored and reviewed as and when desired by the Lender and the Bank with mutual
agreement.
2.4. The Bank and the Lender have agreed that they shall follow the co-lending model set out under the Co-lending Circular
and other applicable Law, as amended from time to time, in all respects in relation to the Loan.
2.5. The Bank will also maintain a Borrower(s) account. However, all the collection and recovery of the amounts due from
the Borrower(s) in relation to the Loan and all such acts and performances in relation to the servicing and recovery of
Loan will be undertaken by the Lender or by the Facility Agent (on behalf of the Lenders), therefore all the payments to
be made by the Borrower(s), in relation to the Loan shall be made to the Lender or to the Facility Agent (on behalf of the
Lenders), only, unless otherwise intimated by the Bank or the Lender to the Borrower(s).
3 Business Continuity Plan
3.1. The Bank and the Lender have formulated a business continuity plan to ensure uninterrupted service to the
Borrower(s) till repayment of the Loan in the event the co-lending arrangement is terminated.
4 Borrowers' Declarations
4.1. The Borrower(s) agree, acknowledge and understands that in case the Loan is under the co-lending arrangement, the
account in which the amounts towards repayment are to be charged/ deposited, may change and the escrow account
together with co-lending institution may be the designated account for depositing the amounts towards repayment.
The Borrower(s) hereby authorises the Lender or the Facility Agent (on behalf of the Lenders) to issue necessary
instructions and change the details of the recipient account in the Borrower(s) standing instructions like e-NACH,
NACH or any other electronic mode of payment.
4.2. The Borrower has read (and/ or has been read to and explained), verified, understood and irrevocably agreed to the
terms and conditions of the Loan Documents and other related documents (if any), including but not limited to the
procedure and guidelines applicable to the co-lending arrangements.
4.3. The Borrower(s) agrees that the co-lending arrangements entered/to be entered between the Lender and the Bank
shall be irrevocable and binding on the Borrower(s) and the Borrower(s) shall not raise any objection, for the reason
whatsoever, to the terms of the Loan Documents and the co-lending arrangement.

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4.4. The Borrower(s) further understands and acknowledges that for processing, collection and servicing of the Loan
provided/to be provided to the Borrower(s), the Lender or the Facility Agent (on behalf of the Lenders) may collect fresh
ECS and/ or NACH mandates, and auto debit instructions in favour of the Lender or the Bank or the Facility Agent (on
behalf of the Lenders) towards payment/ repayment/ prepayment of the Loan. The Borrower(s) agrees and
understands that the Lender may also shift the ECS/ NACH mandate/ auto debit instructions, made out in favour of the
Lender, in favour of the Bank towards payment/ repayment/ prepayment of the Loan availed.
5 Miscellaneous
5.1 The Lender shall continue to perform its obligation under the Loan Documents on behalf of itself and the Bank.
5.2 As per the co-lending arrangement, the Lender shall make available to the Bank any information received by it, on a
request by the Bank pertaining to the Loan and/or the operation or financial conditions or business of the Borrower(s).
5.3 The Borrower(s) shall be charged an all-inclusive rate of interest, on the Loan as mutually agreed upon between the
Lender(s), in accordance with the Co-lending Circular and other applicable Laws.”
6 Facility Agent/Service Provider
Appointment of Facility Agent/Service Provider
(a) Under the co-lending arrangement, the Lenders may appoint and authorize the Facility Agent to act as their agent and
their constituted attorney under the Loan Agreement/Loan Documents with such powers as are expressly delegated to
the Facility Agent under an agreement including any amendments thereto entered/to be entered between the Lenders
and the Facility Agent/Service Provider (“Facility Agent Agreement”/” Service Provider Agreement”).
(b) The Lender(s) may authorize and direct the Facility Agent to receive money or instruments representing money, issue
accountable receipts therefor, realize the instruments and deal with the cash or the proceeds of instruments in
accordance with the Lenders' instructions. Any amounts received by the Facility Agent on behalf of the Lenders shall be
segregated from its own assets and the monies shall be held in the Facility Agent escrow account, on behalf of the
Lenders, and the Facility Agent shall distribute the same to the Lenders in proportion to their Dues and in accordance
with the escrow agreement entered/to be entered between the Lenders and the Facility Agent.
(c) The Borrower(s) acknowledges the appointment of the Facility Agent by the Lenders. The Borrower further
acknowledges that the Facility Agent is authorized by the Lenders to perform the duties and to exercise such rights,
powers and discretions as are delegated to it under the Facility Agent/Service Provider Agreement entered/to be
entered between the Lenders and the Facility Agent. The Borrower(s) hereby agrees and acknowledges such
appointment and undertakes to act in accordance with the terms hereof. However, it is hereby clarified that the Facility
Agent is not the agent of the Borrower(s).
1. REPRESENTATIONS AND WARRANTIES
3.1. On the date of this Supplemental to Loan Agreement, the Representations and Warranties set out in Clause 6 of the
Loan Agreement shall be repeated as if the same has been provided under this Supplemental to Loan Agreement.
2. FULL FORCE AND EFFECT
4.1. This Supplemental to Loan Agreement shall become effective from the execution date of the Loan Agreement and shall
be binding upon the Parties in full force and effect. This Supplemental to Loan Agreement shall form an integral part of
the Loan Agreement and shall be read along with the Loan Agreement including its annexures, schedules, and
addendums issued thereto (if any). All references in the Loan Agreement to “this Loan Agreement” or “the Agreement”
shall include the reference to this Supplemental to Loan Agreement, wherever the context so requires. Further,
reference to the Loan Agreement in any other documents shall include reference to the Loan Agreement as amended
by this Supplemental to Loan Agreement.
4.2. Save and except for those specifically modified and amended by this Supplemental to Loan Agreement, all other terms
and conditions of the Loan Agreement shall remain unaltered and in full force and effect. In the event of conflict
between the terms of this Supplemental to Loan Agreement and the provisions of the Loan Agreement, the provisions
of this Supplemental to Loan Agreement shall prevail in relation to the matters set out herein.
4.3. Clause 9 (Notices), 16 (Arbitration, Jurisdiction and Governing Law) of the Loan Agreement shall mutatis mutandis
apply to this Supplemental to Loan Agreement and shall be deemed to be incorporated into this Supplemental to Loan
Agreement by way of reference.
4.4. It is hereby clarified that, unless the context may so require, all the security interest, rights, encumbrances, liens,
entitlement and other interest created in favour of the Lender by the Borrower(s) pursuant to the Loan Agreement
including other loan and security related documents, shall continue in full force and effect in favour of the Lender(s) as if
the said Loan Agreement including the other loan and security related documents were executed with this
Supplemental to Loan Agreement. .
4.5. The Borrower(s) hereby irrevocably appoints the Lender(s) and/or the Facility Agent (on behalf of the Lender(s) as its
lawful attorney in fact to act and/or execute such measures that the Lender(s) may deem fit and appropriate to exercise
its rights and remedies in terms of this Supplemental to Loan Agreement, including, but not limited to, the right to
update and revise Loan Details or Loan Account Numbers, Repayment Schedule, perfect the Lender(s)' interest in the
security, execute and/or sign documents with third parties to enforce or give effect to the Lender(s)' rights, give
necessary information and statements to statutory and regulatory authorities relating to the Borrower(s), to do, or
cause to be done, anything pursuant to the terms of this Supplemental to Loan Agreement.
4.6. The Borrower(s) have agreed and confirmed to this Supplemental to Loan Agreement and has/have
physically/electronically or otherwise counter-signed this Supplemental to Loan Agreement out of their own free
consent and no undue influence or coercion has been exercised upon the Borrower(s) to do so.

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4.7. All capitalized terms, words and expression unless specifically defined in this Supplemental to Loan Agreement shall
have the same meaning as set out under the Loan Agreement and other loan and security related documents including
its annexures and schedules

I/ WE HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THE SUPPLEMENTAL LOAN AGREEMENT
AND ACCEPT THE SAME. I/ WE ARE HEREBY PLACING OUR SIGNATURES HEREUNDER OUT OF OUR OWN FREE WILL
AND WITHOUT ANY COERCION OR DURESS. THE REPRESENTATIVES OF THE LENDER(S) HAS/HAVE EXPLAINED THE
TERMS OF THE SUPPLEMENTAL LOAN AGREEMENT AND HAS ANSWERED ALL MY QUERIES TO MY/ OUR
SATISFACTION. I/ WE HEREBY ACKNOWLEDGE RECEIPT OF THE COPIES OF THE LOAN DOCUMENT INCLUDING THIS
SUPPLEMENTAL LOAN AGREEMENT, DEED OF ACCESSION INCLUDING ITS SCHEDULES, ANNEXURES AND THE
COUNTERPARTS.

IN WITNESS WHEREOF, the Parties herein have read and understood this “Supplemental Loan Agreement” and executed it
themselves/or by their duly authorized representatives on the day, month and year herein above written.

Borrower* Co-borrower 1* Co-borrower 2*

Signed and delivered by within named.

AVANSE FINANCIAL SERVICES LIMITED
(AVANSE)
Through its authorized signatory
Mr./Ms. ________________________________
Co-Borrower 3* Co-Borrower 4*

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