ESCROW ACCOUNT AGREEMENT

(On Stamp Paper of Rs. 600/-)

This Escrow Agreement made at Mumbai this ____ day of January 2025 amongst;

1. MR DEDHIA PIYUSH DHANJI S/O: Dhanji Dedhia 79/80 Sumatinath Appartment 3rd floor,

Hiraji Baug, Jakeriya Bunder Road, Sewri Near Rushabh Tower MUMBAI - 400015 Email

ID: [email protected] Mobile Number: 9594746668 MRS DEDHIA HEMANGI

PIYUSH Email ID: ____________________________________________ Mobile Number:

9869008993 ,hereinafter referred to as the “Borrowers” which expression shall, unless

it be repugnant to the subject or context thereof mean and include their respective

heirs, legal representatives, executors, administrators and permitted assigns), (strike off

whichever is not applicable) , as THE PARTY OF THE FIRST PART.

AND

2. HDFC BANK LTD through its Chembur branch , having its corporate office address at

SONA COMMERCIAL COMPLEX, 3RD FLOOR, OPPOSITE BMC OFFICE, ROAD NO. 1,

CHEMBUR (EAST) MUMBAI 400071 (hereinafter referred to as the “the Lender”) which

expression shall, unless it be repugnant to the subject or context thereof, include its

successors and assigns, OF THE SECOND PART.

 AND

3. HDFC Bank Ltd. Banking Company incorporated under the Companies Act, 1956 and

having its registered office at HDFC Bank House, Senapati Bapat Marg, Lower Parel,

Mumbai –400013 one of its branches at Ghansoli, (hereinafter referred to as “the

Escrow Agent”, which expression shall, unless it be repugnant to the subject or context

thereof, include its successors and assigns, OF THE THIRD PART.

WHEREAS:

(a) The Borrower(s) has entered into an agreement with the Lender on _ _ _ _ _ _ _ _ _ (the

said loan Agreement), for the purpose of availing of loan of Rs. 80,00,000/-- (Eighty Lakh INR

only) (“said loan”) to purchase a Residential Flat Being Flat no ___ in ____ wing of

______________building at __________area Mumbai pin-___________more particularly

mentioned at schedule-__________of the said loan Agreement and to secure the repayment as

per the repayment terms of the said loan Agreement the buyer has agreed to pledge the

proceeds of the license fees receivable by him as per the leave and license Agreement dated 7 th

December,2023 entered into by him with the licensee mentioned therein. The said Commercial

property is a commercial shop being shop no 5 located on the ground floor of Krishna

Cooperative society , Jhakaria Bunder Road, Sewri-400015( “said shop” ) on the terms and

conditions contained in the Lender’s sanction letter of the said loan, and more particularly set

out in the said agreement.

(b) One of the terms of the said loan Agreement is that, the Borrower(s) shall establish/open an

Escrow Account with the Escrow Agent, for the benefit of the Lender, on the terms and

conditions satisfactory to the parties.

(c) The Parties to the said loan Agreement have agreed that, the payments to be

collected/received by the Borrower(s) from the respective licensee occupying the said shop,

shall be credited to the Escrow Account more particularly mentioned herein below and the

Escrow Agent shall, pay to the Lender the amounts to be paid by the Borrower(s) from the

Escrow Account to the Lender as per written instructions of the Lender from time to time, and

allow the Borrower(s) to withdraw the balance amount remaining in the said Escrow Account in

the manner hereinafter provided.

NOW IN CONSIDERATION FOR THE PREMISES IT ISAGREEDBYTHE PARTIESAS FOLLOWS: 1.

Appointment of Escrow Agent.

(a) The Borrower(s) and the Lender hereby nominate, appoint and constitute the Escrow Agent

to act as an Escrow Agent in connection with this agreement for the purposes and in

accordance with the terms and provisions set forth herein.

(b) The Escrow Agent hereby agrees to act as an Escrow Agent and to accept all monies to be

delivered /deposited/credited in the Escrow Account by the Borrower and /or its Lessees as set

out herein below, pursuant to the terms and conditions of this agreement. The Escrow Agent

shall hold and safeguard the Escrow Account, during the terms of this Agreement and shall hold

all the monies in the Escrow Account, at the request of the Borrower(s) and the Lender, as

Escrow Agent for the benefit of the Borrower(s) and the Lender.
(c) The rights of the Lender in the monies held in Escrow Account are set forth in their entirety

in this Agreement and the Lender shall have no other rights against or to the monies in the

Escrow Account.

(d) The Borrower agrees that the Escrow Agent shall be entitled to dishonor any instrument

drawn on the Escrow Account by the Borrower, and for any such dishonor neither the Escrow

Agent nor the Lender shall be held responsible. For this purpose: i) No cheque book to be

issued to escrow a/c ii) No signatures linked to escrow a/c iii) Authorised signatories to be sent

with escrow agreement for our verification only iv) AOI to specify as all transactions to be done

from cms -mumbai only

2. Establishment and Operation of Escrow Account by the Borrower, as set out herein below

(a) The Borrower(s) has opened a special segregated and irrevocable Escrow Account bearing

Account No. _________________________________ with the Escrow Agent at its Ghansoli

Branch(hereinafter referred to as the said Escrow Account “) in a form and manner satisfactory

to the Lender and it shall be maintained at all times until termination of this Agreement and/or

discharge of the respective rights and obligations of the parties to the said Agreement dated _ _

_ _ _ _ _ _ _ whichever is earlier.

(b) All rights title and interest in and to the said Escrow Account, all cash therein, and all

investments made with funds there from, shall stand hypothecated and charged by the

Borrower(s) in favour of the Lender. Any amounts deposited in the Escrow Account shall be

applied by the Escrow Agent towards the principal and interest payable on the loan account of

the Borrower(s) s, as provided hereinafter. The Escrow Agent will transfer from the Escrow
Account _ _ _ _ _ _ _ _ _ the amounts as specified in the Schedule I hereunder towards the loan

repayment on the loan account of the Borrower(s) to Lender (Housing Loan A/c no:

___________________________________________of _ _ _ _ _ _ _ _ _ _ _ ) every month as

per the respective due dates as per Schedule hereunder and other written instructions from

Lender from time to time.(“Written instructions from Lender” shall mean and include the

single/joint instructions of the authorised signatories of the Lender, whose signatures are

included at Schedule II to this agreement). All such amounts shall constitute a part of the

security until applied towards payment of any of the Borrowers’ obligations to the Lender and

the Escrow Agent, under the loan agreement and this Agreement. The amount in the Escrow

Account shall be held for and on behalf of the Borrower(s)s as provided herein. For purposes of

the Agreement, Section 20 of the Indian Trust Act, 1882 shall not apply.

(c) In case of insufficiency of funds in the escrow account on the respective date of transfer as

per the schedule hereunder to the Lender for the repayment of the loan, an email

correspondence to the following officials

_____________________________________________(Lender) to be sent within 24 hours by

the escrow agent.

(i)Name______________________(Email)____________________________________________

(ii) Name –__________________________(Email id) ___________________________________

(d) The above officials of the Lender shall ask the Borrower(s) to deposit funds in the account

immediately in case of any issue.

(e) The balance amount after debiting the EMI each month as per Schedule I hereunder in the

escrow account shall be automatically transferred by Escrow Agent to the Borrower(s) account

no.________________________ maintained with Branch of____________________(area of the

branch) and the Borrower(s) and lender shall not raise any dispute in this regard.

(f ) "The Escrow Agent shall provide account statements on demand to the Borrower(s) and the

Lender giving the date wise particulars of the deposits into and transfers from the Escrow

Account, and any other amounts debited to the Escrow Account."

(g) All the instructions given in writing by Lender shall be conclusive and binding and the

Borrower shall not object to the same, accordingly the Escrow Agent shall act only as per such

instructions given by the Lender and in accordance with this Agreement no implied obligation is

cast on the Escrow Agent.

(h) In the event of any ambiguity or uncertainty under this Agreement or in any notice,

instruction or other communication received by the Escrow Agent under this Agreement, the

Escrow Agent may, in its sole discretion, refrain from taking any action and inform the Lender

and seek further advice on such issue, if any.

(i) Any act to be done by the Escrow Agent shall be done only on a Business Day, during normal

banking business hours at Mumbai, and in the event that any day on which the Escrow Agent is

required to do an act under the terms of this Agreement is not a Business Day, then the Escrow

Agent shall do those acts on the next succeeding Business Day. 3. Rights and obligations of the

Parties.
(a) The Borrower(s) shall continue to maintain and shall not close the Escrow Account, so long

as any amount is due to the Lender under the said Loan Agreement and till such time that, the

Lender advises the Borrower(s) and the Escrow Agent in writing that all the amounts have been

duly received by the Lender and that no other amount is due and payable by the Borrower(s) to

the Lender under any of the Loan Agreement or till the expiry/termination of this agreement

whichever is earlier.

(b) The Borrower(s) shall not open any other account other than the Escrow Account or

establish any other mode for the purpose of collection of the license fees/ lease rentals and

service charges from the lessee on the shop without the prior written consent of the Lender.

(c) The Borrower(s) undertakes to issue instructions to the said Licensee of the said shop for

depositing the amounts due from them, to the Borrower(s) directly to the Escrow Account.

(d) The Borrower(s) has not created/shall not create any charge, lien or any encumbrance

whatsoever, in favor of any person on the amount lying to the credit of the Escrow Account,

without the prior written consent of Lender.

(e) The Parties agree and acknowledge that the Escrow Account has been opened specifically

for the purposes of this Agreement. Accordingly, no cheques, demand drafts or other payment

or delivery instruments shall be issued and no credit facilities (by whatever name called) shall

be granted or permitted in respect of the Escrow Account, provided always that this clause shall

not prevent the Escrow Agent from issuing instruments for making of payment in accordance

with the terms of this Agreement.

4. Deposits into the Escrow Account

(a) Escrow Account is required to be funded by way of transfer of funds/direct deposit by the

lincensee of the said shop. The Borrower(s) agrees and confirms that it shall issue necessary

irrevocable instructions to the licensee(s) of the said shop to make all payments as aforesaid

only to the said Escrow Account with the Escrow Agent. The Borrowers shall promptly notify the

Bank and the Lender in case of any change in the Licensee of the said shop. The Borrower(s)

agrees that it shall in no event act in any manner as may adversely affect the inflow of monies

into the Escrow Account.

(b) Any deposit made into the Escrow Account under this Agreement shall be irrevocable and

shall be retained therein and be treated for all purpose of this Agreement as part of the Escrow

Account.

(c) The Borrower(s) hereby irrevocably authorizes the Escrow Agent to pay and to transfer the

funds from the Escrow Account with the Escrow Agent as per the sole written instructions of

the Lender to the Escrow Agent from time to time as per this Agreement.

5. Representation and Warranties.

(a) The Borrower(s) hereby represents and warrants that:

i. The Borrower(s) has all the requisite legal power and authority to execute this Agreement

and to carry out the terms, conditions and provisions, hereof, and to carry out the terms,

conditions and provisions hereof.

 ii. this Agreement constitutes the valid, legal and binding obligations of the Borrower(s)

enforceable in accordance with the terms hereof;

iii. there are no actions, suits or proceedings pending or, to Borrower’s knowledge, threatened

against or affecting the Borrower(s) before any court or administrative body or arbitral tribunal

which might materially or adversely affect the ability of the Borrower(s) to meet and carryout

the obligations under this Agreement.

iv. The execution and delivery of this Agreement by the Borrower(s) has been duly authorized

by all requisite action, and will not contravene any provision of, or constitute a default under,

any other arrangement or instrument to which it is a part or by which it or the said shop may be

bound;

v. The Escrow Agent warrants with the Lender and the Borrower(s) that the Escrow Agent is

licensed under the Banking Regulation Act, 1949 and validly existing under the laws of India and

has all requisite legal power, authority and resources to enter into this Agreement and to

perform its duties and obligations there under.

vi. Each of this Agreement and the loan Agreement constitutes the valid, legal and binding

obligations of theBorrower(s) enforceable in accordance with the terms of this Agreement and

the loan agreement respectively.

vii. The execution, delivery and performance of this Agreement and the Loan Agreement by the

Lender has been duly authorized by all requisite action, and will not constitute a violation of
any statute judgments, order, decree or regulation of any court, Indian Government or arbitral

tribunal applicable or relating to the Lender, its assets or its business the Lender’s constitutions

or other documents or any indenture, contract or agreement to which it is party or by which it

or the said shop may be bound.

6. Undertaking of the Borrower(s):

The Borrower(s) agrees and undertakes that the Borrowers shall not open new account for

collecting income from various sources as detailed here in above in this escrow agreement and

any other sources to be made part of this escrow agreement and that no lien shall be created

on the monies received from the sources defined and to be added further in this escrow

agreement.

7. Expenses :

a) It is expressly agreed by and between the parties hereto that the BORROWER and the

LENDER shall bear and pay upfront in equal proportion all the costs, charges and expenses

including the fees of the Escrow Agent’s Advocate/s that may be incurred by the Escrow Agent

on account of any litigation arising out of or in connection with this Agreement and the Escrow

Agent shall not be required or liable to bear or pay any such costs and expenses. In the event

the Escrow Bank, without prejudice to its rights herein, happens to incur any such costs,

charges and expenses (including fees of Escrow Agent’s Advocate/s), the same shall be

reimbursed by the Borrower and Lender to Escrow Bank in equal proportion immediately upon

demand from the Escrow Agent without raising any dispute.

b) The Borrower further agrees and undertakes to pay or reimburse to Escrow Agent

immediately on demand without any dispute all costs, charges and expenses arising out of or in

connection with this Escrow Agreement (including but not limited to opening up of Escrow

Account of the Borrower and costs, charges and expenses as stated in the foregoing paragraph)

or incidental to the enforcement of any of the provisions of this agreement or in connection

with any stamp duty, statutory taxes, charges, duty, etc. or duty required to be paid by Escrow

Agent under this agreement or with respect to amendment, waiver or consent relating to this

agreement.

8. Escrow Fee:

In consideration of the Escrow Agent agreeing to act and acting as the escrow agent

hereunder, the Borrower(s) shall pay to the Escrow Agent its agreed fee of Rs

_________________/- (Rupees ______________________________ only) at the time of

execution of this agreement, for the first year and subsequently pay

Rs.__________________________/- from 2 nd year onwards till the expiry / termination of the

agreement. In addition, the Borrower(s) shall promptly and in any case within fifteen days from

the date of a written demand therefore reimburse to the Account Bank, all costs, charges and

expenses duly incurred by the Account Bank in discharge of its duties and obligations

hereunder. Until reimbursement, the amounts due shall be treated as amounts due and

payable on demand and shall carry interest at the prevailing Prime Lending Rate p.a. from the

expiry of the said period of fifteen days.

9. Miscellaneous:

(a) No amendment notices or communications given by or made as aforesaid by registered

mail shall be deemed to have been duly given or made when received. Any party may, by

notice, change the address and/or address to which such notices and communications to it are

to be delivered or mailed.

(b) The Borrower(s) further requests the Escrow Agent that upon the instruction of Lender the

Escrow Agent would unconditionally act upon the same pertaining to the said Escrow Account

including submission of transaction, details of Escrow Account, freezing of the account,

transferring the entire credit balance under the Escrow Account to Lender & permitting

withdrawal or debit only after receiving written consent from Lender

(c) The Borrower waiver of any provision of this Agreement shall in any event be effective

unless the same shall be in writing and signed by the authorised persons of Lender, the

Borrower(s) and the Escrow Agent and such amendment, waiver or consent shall be effective

only in the specific instance and for the specified purpose for which it was given.

(d) Except as otherwise expressly provided herein, all notices or other communications to or

upon the parties hereto shall be given or made by registered mail or recognized courier service

at the address mentioned in the cause title of this Agreement and (or, in case of urgency only

by email correspondence to be sent to the lender and the Borrower(s) on the below email id's

promptly confirmed by registered mail or recognized courier service

1. Name____________
2. Name________

(e) All(s) further requests the Escrow Agent not to close this Escrow Account unless a written

intimation from Lender is received or till expiry/termination of this agreement, whichever is

earlier. 9. The Escrow Agent shall not be liable for any claims arising out of any act, deed or

thing done or omitted to be done by the Borrower and /or Lender in pursuance of this

Agreement or any instructions or notification save and except for willful negligence or default

of the Escrow Agent. The Escrow Agent shall not be liable or responsible for any delay in

performing or non-performance of its functions under this Agreement by reason of any

statutory approval or consent not having been obtained prior to the time for such performance.

10. The Parties hereto agree that the obligations of the Escrow Agent under this Agreement

shall be limited as expressly set out in this Agreement

11. The duties of the Escrow Agent are as expressly set out in this Agreement and no further

implied duties or obligations shall be cast on the Escrow Agent or read into this Agreement

against the Escrow Agent. The Escrow Agent shall not be deemed to be aware of or bound by

the provisions of the Loan Agreement or any other agreement executed or arrived at between

the Lender and the Borrower(s).except this Agreement

12. Indemnity :

The Borrower and Lender hereby jointly and severally agree to protect, defend, indemnify and

hold harmless the Escrow Bank against any and all costs, charges, losses, claims, damages,

disbursements, liabilities and expenses, including legal/litigation costs and attorney's fees as
specifically stated in this Agreement, which may be imposed upon or incurred by Escrow Bank

in connection with its acceptance of, or appointment as, Escrow Agent hereunder, or in

connection with the performance of its duties hereunder, including any litigation arising out of

this Agreement or involving the subject matter hereof except in the event of Escrow Agent’s

gross negligence or willful misconduct. The Escrow Agent shall have no liability towards either

of the said parties for any loss or damage that either of the parties hereto may claim to have

suffered or incurred, either directly or indirectly, by reason of this Agreement or any

transaction or service contemplated by the provisions hereof unless occasioned by the gross

negligence or willful misconduct of the Escrow Agent. In no event shall the Escrow Agent be

liable for losses or delays resulting from computer malfunction, interruption of communication

facilities or other causes beyond Escrow Agent’s reasonable control or for indirect, special or

consequential damages. The Parties acknowledge that the foregoing indemnities shall survive

the resignation of the Escrow Agent or the termination of this Agreement.

13. Termination:

a) If at any time all the obligations owing to the Lender have been indefeasibly paid/adjusted in

full and the loan agreement shall have been terminated, then this agreement shall cease to be

of further effect and the Lender shall release its lien on the Escrow Account, by written advice

to the Borrower and the Escrow Agent. Thereafter, on receipt of the written instructions of the

Lender the funds remaining in the Escrow Account shall be transferred to the Borrower’s

account as may be nominated by the Borrower.

b) Notwithstanding anything contained in this Agreement, the Borrower and the Lender

unconditionally agree and unequivocally confirm that the Escrow agentn shall have the right to

exit / resign, without assigning any reason whatsoever, from this Agreement or terminate this

Agreement by giving 90 days’ notice in writing to the Borrower and the Lender. Upon expiry of

the aforesaid notice period, the Escrow Bank shall, transfer the amount/s lying in the escrow

account to such account as may be designated by the Lender and the Borrower, and the Escrow

Bank shall stand discharged / released from all its obligations under this Agreement.

14. JURISDICTION:

In respect of any dispute arising out of this agreement, which involves the Escrow Agent or to

which the Escrow Agent may be a Party or in which the Escrow Agent may be concerned, the

Parties agree to submit to the exclusive jurisdiction of the competent courts in Mumbai in

India. Governing Law In respect of any matter arising out of this Agreement, which involves the

Escrow Agent, the Parties agree that the laws of India shall govern the interpretation, validity

and performance of the terms of this Agreement.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective

hands and seals on the __________day of ___________ 2011.

SIGNED AND DELIVEREDby the Within named Borrower(s)

M/s. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

In the presence of

SIGNED AND DELIVERED by the within named Lender

__________________

Through it’s duly authorized official Mr. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

In the presence of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

SIGNED AND DELIVERED by the within named Escrow Agent

HDFC BANK LIMITED GHANSOLI BRANCH

through its duly authorized official Mr. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

in the presence of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

SCHEDULE OF DATE AND AMOUNTS TO BE TRANSFERRED BY ESCROW AGENT TO BE

MENTIONED. PLEASE GIVE DETAILS

Schedule II

List Of Authorized Signatories of Lender

Name: Specimen Signature: _ _ _ _ _ _ _ _ _

Title: Name: Specimen

Signature: _ _ _ _ _ _ _ _ _

Title: