Term Loan Agreement

The Term Loan Agreement is entered into between DIALOG FINANCE PLC, a company duly incorporated in Sri Lanka (Company PB 765 PQ) and having its registered office at No. 475, Union Place, Colombo 02 (hereinafter called and referred to as “the Company” which term or expression as herein used shall where the context so requires or admits mean and include the said Dialog Finance PLC and its successors and permitted assigns) and the BORROWER subject to the terms and conditions of the Term Personal Loan Facility set out hereinbelow.

WHEREAS the Company carries on business as a Licensed Finance Company and in the ordinary course of its business lends monies and / or grants financial facilities to its customers.

WHEREAS the said BORROWER has applied for a financial facility for personal purposes from the Company and the said Company agreed to grant the said financial facility subject to the terms and / or conditions as are more fully set out hereunder.

the Company and Borrower shall individually be referred to as “Party” and collectively referred to as “Parties”

Disbursement of Funds

1. The Company shall grant a Financial facility morefully defined herein under the Schedule hereto and disbursed to the Borrower’s savings account maintained with the Company or such other account that may be instructed by the Borrower.
2. Notwithstanding any arrangement or writing to the contrary between the Parties, the Borrower hereby expressly agrees that the aforesaid amount together with all other charges as described in clause 2 (PAYMENTS) shall be repayable to the Company and all arrangements or indulgences or permitted to Borrower to repay by installments shall be subject to the principal obligation of repayment.
3. The Borrower also agrees that any statement extract in writing, system generated or other document showing the monies owing hereunder by the Borrower to the Company and made out of the Company books or document and signed and certified by any authorized officers or generated by a Company system shall be deemed sufficient at Law, and conclusive proof against the Borrower, of the contents thereof without any other documents or vouchers to support the same and the same shall further be deemed to be conclusive proof against the Borrower of the fact that the amount set out therein are due by the Borrower.

Payments

1. The Borrower shall pay the charges that shall be debited to the Borrower’s Loan in connection with servicing of this Facility by the Company and payments made at any Branch and/or payment channel provided by the Company shall be deemed to have been made to the principal business place of the Company.
2. Any delay and/or default of settling of the Monthly Installment payment due and owing from the Borrower shall be subject to default payment terms and conditions of this Agreement.
3. The obligation to settle the Monthly Installment in terms of the payment terms shall at all times remain with the Borrower

Terms and Conditions

2. Whereas the Borrower hereby agrees to abide by the following:

1. The Borrower agrees that the Company shall retain the right to place on hold the funds lying in the Borrowers savings account with the Company until this facility is settled in full.
2. The BORROWER shall pay the following and any other charges that will be debited to BORROWER’s loan account in connection with serving of this loan by the Company;
   • Charges on the normal and penalty interest.
   • Postage and other handling charges if applicable.
   • Inspection valuation and any other incidental charges if applicable.
   • Any Statutory payment by way of taxes or otherwise imposed by the Government or any other statutory body.
   • Legal Fees
   • All other expenses incurred by the Company for the recovery of the monies owing from the Borrower to the Company.
3. Any delay and/or default of settling of the Monthly Installment payment due and owing from the Borrower shall be subject to default payment terms and conditions of this Agreement
4. The Borrower shall immediately inform the Company in the event of the occurrence of the following event and shall if required by the Company settle in full the outstanding Loan amount which shall be payable by the Borrower to the Company:
   • Any material change is expected or experienced in his/her financial condition.
   • Particulars of any litigation which may tend to affect the his/her financial capacity and in which the Borrower may be involved
   • of a termination or resignation or in a similar event of his/her employment
5. The Company is hereby irrevocably authorized by the Borrower without notice to the Borrower:
   • to combine the account of this Facility with all or any of the Borrower other accounts or deposits (term or demand); and
   • to transfer and appropriate all monies lying to the Borrower’s credit with and such unfettered right and shall be exercised by dishonoring or refusing payments demands or withdrawals or other like documents drawn by the Borrower on any officer of on or before the date of the exercise of such right or authority or even to the extent of closing any account in the Borrower name and the Borrower hereby undertakes to indemnify the Company against all claims or demands that may be on the Company consequent in such action of the Borrower.
6. The production in any court of Law or before any Tribunal or body or statutory officer of any statement, extract, writing or other documents showing monies owing by the Borrower as a result of the Company granting this Facility and made out of the books or documents of the Company and signed and certified by the Manager or Accountant of shall be deemed to be conclusive proof of the amounts of the Borrower’s liability to the Company without any further documents or vouchers being produced by the Company .
7. The monies due by the Borrower to the Company in respect of this Facility and interest thereon shall be recoverable from the Borrower notwithstanding the prescription Ordinance (cap 68) and the Borrower shall not raise the prescription Ordinance (cap 68) as a bar to the Company suing the Borrower for the recovery of the said monies.
8. All representations and statements made above and elsewhere and otherwise to the Company or any of its officers or its agents, by the Borrower or his/her agents, employees or officers, in writing or otherwise on the Borrower on behalf of purporting to be on the Borrower behalf are hereby warranted true and correct and intended to be acted upon by the Company and shall form the basis of the contract resulting from recovery of the said monies.
9. The Borrower agrees that in the event of default by the Borrower, the Company may appoint a third party collector for the recovery of outstanding amounts and the Borrower agrees to pay all costs of such collection.
10. The Borrower agrees that the Company at its sole discretion may change any interest rates, service fees, and other charges applicable under this Loan Agreement from time to time. Provided however, the Company shall give Seven (07) days’ notice to the Borrower prior to effecting such change.
11. This Agreement shall be prima facie evidence of the amount owing by the Borrower to the Company.
12. The Borrower shall not be entitled to a rebate in the event of an early settlement of the Facility.
13. The Company shall have the right to set-off/net off on the deposits of any kind and nature (including fixed deposits) held/balances lying in any accounts of the Borrower and on any monies. securities, bonds and all other assets, documents, deeds and properties held by/under the control of the Company/their trustees or agents(whether by way of security or otherwise pursuant to any contract entered/ to be entered into by the Borrower in any capacity) to the extent of all outstanding dues, whatsoever, arising as a result of any of the Company’s services extended to and/or used by the Borrower and/or as a result of any other facilities that may be granted by the Company to the Borrower. The Borrower also notes that the Company lien available to the Company on the aforesaid assets.

Additional Rights

1. to combine or consolidate at any time all or any of the accounts and liabilities of the Borrower with or to any branch of the Company;
2. to sell or dispose of any of the Borrower’s securities or properties held by the Company by way of public or private sale or assignment or in any other manner whatsoever without having to institute any judicial proceeding whatsoever and retain/appropriate from the proceeds derived there from the total amounts outstanding to the Company from the Borrower, including costs and expenses in connection with such sale / disposal / transfer / assignment

Security for the Facility

1. The security for the said Facility shall be a Personal Guarantor as set out in the Loan Application to this Agreement and as confirmed by the Company to the Customer via the Offer Letter.
2. Prior to any disbursement by the Company under the Facility, the Borrower shall procure and furnish to the Company, in the form prescribed by the Company (“Guarantee and Indemnity”), an irrevocable and unconditional guarantee from the “Guarantor” for the due repayment /payment of the Facility including all interest thereon and other monies payable by the Borrower in respect of the Facility.

Material Breach

1. This Agreement shall be deemed to have been breached in the event that:
   • The Borrower fails to pay the amount on the due date and fails to pay the total amount due with interest on demand.
   • If the Borrower fails and/or neglects to adhere by any terms or condition of this Agreement.

Exclusive Jurisdiction

This Agreement and the security afforded hereunder shall be governed and construed in all respects in accordance with the Law of Sri Lanka and the Court of jurisdiction shall be Colombo

Notices

1. All demands under this Agreement may be made by the Company by any authorized person or firm...
2. All reminders and notices shall be sent by short messages services (SMS), emails...
3. It is further agreed that all payments shall be receipted / acknowledged...

Miscellaneous

1. The Company reserves the right to amend or vary the terms...
2. The Company may transfer or assign its rights...
3. In the event of any inconsistency...

Definitions

• Borrower – Means the individual on whose request the Company has granted the Term Loan.
• Facility – Means the loan facility morefully defined under the Schedule hereto.
• Agreement – Means this Loan Agreement
• Loan Application – Means the loan application containing the Borrower’s details.

Signed and executed by the Parties in terms of the Electronic Transaction Act No. 19 of 2006 as amended.