Loan Agreement

Progress:

LOAN AGREEMENT

This Loan agreement (the "Agreement") is made on ________ ("Effective Date") at ________

BY AND BETWEEN:

________, with permanent address at: ________ PAN: ________ (hereinafter referred to as the "Borrower" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the ONE PART

AND

________, with permanent address at: ________ PAN: ________ (hereinafter referred to as the "Lender" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the SECOND PART

AND

________, with permanent address at: ________ (hereinafter referred to as the "Guarantor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the THIRD PART

(The Borrower, the Lender and Guarantor shall hereinafter individually referred to as "Party" and collectively as "Parties")

WHEREAS

A. The Borrower is in the business of:

________

B. The Borrower requires funds for the following purpose:

________

and has requested the Lender to provide financial assistance for an amount of Rs. ________ (________) ("Loan") and the Lender has agreed to do the same.

C. Pursuant to the above, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Lender shall provide the Loan to the Borrower, and other agreements in connection therewith.

1 DEFINITIONS AND INTERPRETATION

(a) "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority;

(b) "Approvals" shall mean sanctions, permissions, consents, validations, confirmations, licenses, and other authorizations obtained and/or required to be obtained from any Government Body;

(d) "Government Body" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof;

(e) "Interest Rate" means ________ % (________ percent) per annum.

(f) "Loan Amount" means the principal amount of the Loan provided by the Lender to the Borrower at its discretion being an amount equivalent to Rs. ________ (________).

(g) "Material Adverse Change" means any change in circumstances of the Borrower that the Borrower knows, or should know, will materially affect its capacity to perform its obligations under this Agreement.

(h) "Outstanding Amount" means

(i) "Repayment Date" means ________ or such other date as the Lender and Borrower may agree to in writing.

(j) Interpretation

(i) The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

(ii) Unless the context otherwise requires, in this Agreement:

(1) words using the singular or plural number also include the plural or singular number, respectively;

(2) words denoting any gender shall include all genders;

(3) the words "written" and "in writing" include any means of visible reproduction;

(4) the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;

(5) the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;

(6) references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency, or authority; and

(7) references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.

2. THE LOAN

Subject to the terms of this Agreement, the Lender hereby agrees to grant to the Borrower and the Borrower hereby agrees to avail from the Lender, the Loan in accordance with the provisions contained herein.

3. INTEREST

(a) Interest shall be payable by the Borrower on the Loan at the rate of ________ % (________ percent) per annum.

(b) The Borrower acknowledges that the Loan provided under this Agreement is for a commercial transaction and it hereby explicitly waives any defense that may be available to it under usury or other laws relating to the charging of interest.

4. REPAYMENT

(a) The Borrower shall repay the Loan on the Repayment Date together with interest and all other charges, fees, costs, expenses, or other amounts due and payable under this Agreement.

5. PREPAYMENT

(a) The Borrower shall be permitted to prepay the principal amount of the Loan.

(b) Any prepayment made by the Borrower shall be applied by the Lender in the following order:

(i) firstly, towards payment of accrued interest;

(ii) secondly, towards any costs, expenses or fees accrued in relation to the Agreement;

(iii) thirdly towards the principal amount of the Loan;

(iv) fourthly, as a prepayment towards future payments due in accordance with this Agreement.

6. UTILISATION OF THE LOAN

(a) The Borrower shall utilize the Loan strictly for the ________.

(b) The Lender may in its discretion, but without being bound to, monitor, or verify the application of any amount borrowed pursuant to this Agreement. The Borrower undertakes to make available to the Lender such books and records as may be required by the Lender for such monitoring.

7. OBLIGATIONS OF THE BORROWER

(a) The Borrower shall ensure that the security provided to the Lender towards the Loan amount is kept insured at all times and the name of the Lender is recorded with the insurer as a person holding a charge over the security;

(b) The Borrower shall provide information, and give access to records as may be reasonably requested by the Lender;

(c) to ensure that there is no substantial change in the nature of the business carried out by the Borrower without the written consent of the Lender;

(d) to comply with all Applicable Laws and keep all Authorisations required for its business in force;

(e) to make no counterclaim or set-off against any payment due under this agreement and make such payments on or before the date they fall due for payment without any deductions whatsoever; and

(f) to provide notice to the Lender of any Event of Default or Material Adverse Change.

8. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

The Borrower hereby represents and warrants to the Lender that:

(a) All necessary corporate and other authorisations required in connection with its entry into, the performance of and the validity and enforceability of its obligations and delivery of the Loan Agreement to which it is a Party and the transactions contemplated by this Loan Agreement have been obtained and are in full force and effect;

(b) The obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations in accordance with their terms;

(c) The execution and performance by it of this Agreement does not conflict with or is in default of any Applicable Law, or any contract entered into by it with any party;

(d) All documents provided by the Borrower to the Lender are true and correct and any financial statements provided to the Lender give a true, fair view, and represent the Borrower's financial condition.

(e) All information supplied by the Borrower for the purpose of the Loan is true, complete, and accurate in all material respects as at the date on which it was given and is not misleading in any respect.

(f) There are no insolvency or bankruptcy proceedings ongoing or initiated against the Borrower;

(g) There are no lawsuits, arbitration actions or proceedings pending or, to the knowledge of the Borrower threatened against the Borrower.

(h) The Borrower is in compliance with Applicable Laws and possesses all authorisations required under applicable laws to conduct its business.

(i) The Borrower is the sole and beneficial owner of the property admeasuring: ________ situated at ________ which is being mortgaged as a security for the Loan amount;

(j) Except the security created in favour of the Lender, no other encumbrance exists over the property admeasuring: ________ situated at ________;

9. 258888555

(________) 52 8228852552822 22 252 222525 252885822 252 2252 22 252 82552825, 252 255552225 525282 525228 22 255552222 22 252 222525 252 552 22522525282 82 252 82552825 22 588 828 28882528228 52525 252 2252 825222222 828855822 8825252 8828252822 522522222 22 252 2252 522522 525 2522222 22 588 85282525822 8225228.

(________) 5222 252 2885552282 22 52 58222 22 8225582, 252 255552225 85588:

(8) 252 22 522525 588 85282525822 8225228 58 58528225 82 252 222525;

(88) 825222822 252 222525 5258282 588 828828, 88588882828, 25 25222828 (828855822 82258 82828 525 25222828 22 5 2588 825222822 85888) 2552 252 222525 828558 25 8522258 (58528282 25 8258528282) 58 5 528582 22 252 58222 22 8225582.

(________) 552 28882528228 22 252 255552225 85588 82 22225825882 5258282 252 255552225 8825252 522 2888252822 22 252 222525 22 (8) 2222582 522 82855822 82 252 5285 82 52852822 22 252 82552825'8 28882528228 525252525; (88) 22 255852 522 58225252882 522252 82 252 5582 5258282 252 82552825.

(________) 552 28882528228 22 252 255552225 552 8222825822 82 252552 525 85588 8558882 252 22528252822 22 252 825222222.

10. EVENTS OF DEFAULT

Each of the following events shall constitute an Event of Default:

(a) failure by the Borrower to comply with any of the obligations or covenants under this Agreement;

(b) failure by the Borrower to make payment of any amounts due under this Agreement including without limitation the principal and interest amounts on the date on which such amount is due;

(d) The Borrower is unable to pay its debts or the value of assets of the Borrower is less than its liabilities or a moratorium is declared in respect of any indebtedness of the Borrower;

(e) Appointment of a receiver or liquidator in respect of the Borrower;

(f) Sale or acquisition of the material portion of the business of the Borrower or if the Borrower ceases or threatens to cease to carry on all or a substantial part of its business;

(g) Where the Lender reasonably is of the opinion that the Loan proceeds have been applied for a purpose other than the ________;

(h) where the Borrower breaches any law, order, judgment, decree, or regulation which, in the opinion of the Lender, could have a material adverse effect on the business of the Borrower;

(i) Change in control of the Borrower;

11. CONSEQUENCES OF AN EVENT OF DEFAULT

On the occurrence of an Event of Default, the Lender may in that event have the rights described hereunder and the rights available under Applicable Law:

(a) Declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Loan Agreement be immediately due and payable, whereupon they shall become immediately due and payable;

(b) Accelerate the repayment of the Loan;

(d) On receipt of notice by the Borrower, from the Lender of the Lender having enforced the security as herein provided, the Borrower shall without raising any dispute, forthwith, quit, vacate and handover vacant and peaceful possession of the Secured Properties to the Lender.

(e) In addition to the above, so long as an Event of Default continues, the Borrower shall pay Default Interest at the rate of % ( per cent) per annum compounded monthly, on the defaulted amount, from the date of occurrence of the Event of Default hereinabove until such Event(s) of Default is/are rectified and the final payment in respect thereof made to the Lender, without any prejudice to the remedies available to the Lender or the Consequences of Events of Default.

(f) All expenses incurred by the Lender after an Event of Default has occurred in connection (a) with preservation of the Borrower's assets (whether then or thereafter existing); and (b) collection of amounts due in respect of the Loan or under these presents, shall be payable by the Borrower.

12. SEVERABILITY

If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid, enforceable, and most nearly gives effect to the original intent of the invalid/unenforceable provision.

13. ENTIRE AGREEMENT

This Agreement along with the following agreement: ________, dated ________ between the Parties constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.

14. NO OTHER RIGHTS GRANTED

Nothing in this Agreement is intended to grant any rights under any patent, copyright, or other intellectual property rights of any Party in favour of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the transaction under this Agreement. The Lender or Borrower shall not receive any intellectual property rights in the Confidential Information of the other Party other than a limited right to use the Confidential Information for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Party disclosing the Confidential Information.

15. AMENDMENTS

Any change, alteration, amendment, or modification to this Agreement must be in writing and signed by authorized representatives of both the Parties.

16. DISPUTE RESOLUTION

Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:

(a) The courts in ________ shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.

(b) If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.

17. INDEPENDENT PARTIES

Nothing contained or implied in this letter creates a joint venture or partnership between the Parties or makes one party the agent or legal representative of the other party for any purpose.

18. ASSIGNMENT

This Agreement shall not be assignable by any Party without the prior written consent of the other Party.

19. 8888588525855

8 25522 85588 222 2522 522 2288 52825828, 258888 5222528222228, 2882 8222588288, 88852, 25 2588885 55825288222228 25 258888822 82 522 22525 252225 8552822825 82 8222282822 8825 2588 825222222, 252 82222228/2528888228 2525222, 22525 82225252822 52852822 22 2588 825222222, 252 822285222858 52225252822 25 22525 252225 22 2588 825222222, 8825252 252 25825 8582222 52252858 22 252 22525 25522.

20. NOTICES

(a) Except as otherwise specified in this Loan Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers, and other communications required or permitted under this Loan Agreement shall be in writing and shall be deemed given when sent to the address specified below.

(b) In the case of Borrower:

Attention: ________

Address: ________

________

Address: ________

(d) In case of guarantor:

________

Address: ________

(e) Either Party may change its address for notification purposes by giving the other Party 10 (ten) days' notice of the new address and the date upon which it will become effective.

21. GOVERNING LAW

This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement

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