Common Loan Agreement

THIS AGREEMENT made at this day of in the year between a Company incorporated and registered under the Indian and having registered office at (hereinafter referred to as "BORROWER" (which expression shall unless excluded by or repugnant to the subject or context thereof be deemed to include its successors and assigns) in favour of (1) , a Corporate Body constituted under the Banking Companies (Acquisition & Transfer of undertakings) and having its Central Office at (hereinafter referred to as "IOB" which expression shall unless excluded by or repugnant to the subject or context thereof be deemed to include its successors and assigns), (2) , a Corporate Body constituted under the Banking Companies (Acquision & Transfer of undertakings) and having its Head Office at (hereinafter referred to as "B" which expression shall unless excluded by or repugnant to the subject or context thereof be deemed to include its successors and assigns), (3) , a Corporate Body constituted under the Banking Companies (Acquisition & Transfer of undertakings) and having its Head Office at (hereinafter referred to as "CB" which expression shall unless excluded by or repugnant to the subject or context thereof be deemed to include its successors and assigns), (4) , a Corporate Body constituted under the Banking Companies (Acquisition & Transfer of undertaking) and having its Head Office at (hereinafter referred to as "SB" which expression shall unless excluded by or repugnant to the subject or context thereof be deemed to include its successors and assigns) and (5) , a Corporation constituted under the and having its Local Head Office at (hereinafter referred to as 'SBI' which expression shall unless excluded by or repugnant to the subject or context thereof be deemed to include its successors and assigns) (IOB, IB, CB, SB, & SBI are hereinafter collectively referred to as "the Banks or the 'LENDERS' which expression unless the context or otherwise required include each of them and anyone of them on behalf of all of them and their respective successors and assigns on the other part):

WHEREAS

(1) The Borrower has proposed to set up a plant at for the manufacture of tonnes of Cement per annum at a total project cost of and acquiring fixed assets amounting to. According to the project report, a copy whereof has been furnished by the Borrower to the Lenders the total outlay of the project has been estimated at , a break up of the estimate is as under:

IDBI, ICICI, and IFCI (herein after collectively referred to as the Financial Institutions, which expression shall unless the context or otherwise required include each of them and any one them on behalf of all of them and their respective successors and assigns on the other part) have sanctioned their term loans on the terms and conditions inter alia that the mortgaged charge and/or charges created and to be created on all the moveable and immoveable, present and future of the Borrower in favour of the Financial Institution as recited here in above and the Lenders for their respective term loans shall rank pari passu with each other without any preference or priority of one over the other or others of them; but that such of the moveable properties as may be permitted by the (Financial Institutions) and Lenders shall be subject to the charge and/or charges created and/or to be created by the Borrower in favour of its Bankers for the working capital provided or to be provided by the Bankers to the Borrower;

B. A first charge on all the remaining assets of present and future (save and except book debts in the case of hypothecation subject to prior charges created and/or to be created in favour of Bankers on stocks and raw materials, semi and finished goods, consumable stores and book debts and such other moveables as may be agreed to by the Lenders for securing the borrowings for working Capital requirements in the ordinary course of business;

The Borrower applied to each of the Lenders for a term loan aggregating to which the Lenders agreed to grant under their respective loan accounts upon as under.

Upon the terms and conditions as set out in the respective sanction letters issued to the Borrower by each of the Lenders.

It is further agreed by and between the parties - hereto that the security to be created jointly and/or severally in favour of the Lenders shall be held as a continuing security the said loans for the benefit of the Lenders as security for the respective term loans advances/agreed to be advanced by the Lenders to the Borrowers together with interest thereon at the respective agreed rates and all costs charges, expenses and other moneys payable by the Borrower to the Lenders on a pari passu basis interse the Lenders, so that the security shall ensure for the benefit of the Lenders without any preference or priority of one over the other or others of them. subject however to the liberty to the Borrower to create a charge or charges in favour of the Financial Institutions as hereinbefore recited;

The Banks have agreed to lend and advance to the the financial assistance, have called upon the Borrower and required the Borrower to execute inter alia these presents which the Borrower has agreed to do in the manner hereinafter expressed;

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-

1. 'Due Date' means in respect of:-

(i) An instalment of principal the date on which the instalment falls due;

(ii) A payment of interest - the date on which interest falls due;

Provided that if the due date falls on a Sunday or a day which is a holiday under the Negotiable Instruments Act. 1881, at the place where the payment is to be made, the immediately preceeding working day shall be deemed to be the due date.

2. 'Lenders' means IOB, IB, CB, SB and SBI collectively.

3. 'Project' means the project as described in Schedule I hereunder written.

4. 'Repayment Schedule' means the Schedule of repayment of Principal of the Loans amounts (as hereinafter defined) as specified in Schedule I hereto or as may be modified by the Lenders, as herein above defined, in consultation with the borrower.

5. 'Security' (means the security as stipulated in Schedule II hereto for the repayment of the loan amounts (as hereinafter defined) and the payment of other moneys payable under these presents.

II. It is further agreed that not withstanding anything to the contrary contained in the said documents, each one of the Lenders shall be at liberty to adopt and apply such of the terms and conditions of the Agreements between the Borrower and any of the Financial Institutions and the Lenders to the Loans advanced by the Lenders to the Borrower and if and when any of the Lenders does so, the conditions of any of the said agreements so adopted or applied by any of the Lenders shall be deemed to be binding upon the Borrower and the Lender so adopting or applying such conditions and further that in case any of the financial institutions or any of the Lenders imposes any restrictive conditions on the Borrowers, such of these conditions as may be considered appropriate by any of the Lenders shall be deemed to apply to the Borrower vis-a-vis the respective loans from such respective Lenders;

III. a) The limit of the loans granted and/or to be granted by the Lenders for the purpose of carrying out the said project (except as the Lenders or any of them and the Borrower shall otherwise agree in writing) in consultation with the Financial Institutions and the Lenders shall not exceed at any time the Principal sums set opposite the Lenders respective - names mentioned herein below:

all the said respective amounts aggregating a total principal amount of and all interest payable there on and all other costs, charges, expenses and other moneys payable by the Borrower to the Lenders or any, of them by virtue of the said documents and/or these presents or any other security created and or to be created by virtue of the said documents and/or these presents are hereinafter collectively referred to as 'The Amount due' which term will include the balance thereof from time to time due and payable by the Borrower to the Lenders of any of them. The respective Loan accounts opened and/or to be opened by each of the Lenders in their books of account in respect of their respective loans advanced and/or agreed to be advanced by such Lenders to the Borrower are hereinafter referred to as 'the Loan Accounts'.

The Borrower shall pay to the Lenders interest on the principal amount on the following manner:

or such rate as the Lenders from time to time specify in writing to the Borrower on the daily balance and charge against loan accounts with quarterly rests or such other rests as the Lenders or any one of them may specify in writing. The Borrower shall pay interest on the loans at the rates mentioned above justify the accelerated repayment of the loans advanced to be advanced by the Lenders, and the Lenders shall have a right to call upon the Borrower to accelerate repayment of the loans advanced to be advanced by them in the manner hereinafter provided and the Borrower shall repay the loans advanced by the Lenders respectively according to such revised Schedule of repayment as may be stipulated by them.

IV) (A) Interest, Compound interest, panal interest liquidated damages commission and/or additional interest-processing-services charges and other moneys payable under these presents, other than the principals of the loan amounts shall be compound on daily basis using and year factor.

(B) The Borrower shall repay the respective loan amounts (irrespective of the date of drawals) in accordance with the repayment schedule and subject to other terms and conditions of these presents. Any payment made by the Borrower shall be appropriated.

a) First towards processing service charge due and payable.

b) Secondly towards other charges, costs, expenses and other moneys due and payable, if any under these presents.

c) Thirdly towards compound interest and additional interest/panal interest due.

d) Fourthly towards interest due and payable.

e) Lastly towards instalment(s) of principal.

Subject to the provisions of clause hereof. The Borrower shall have the option to repay before the due date of all the principal amount of IOB Loan at the time outstanding or of all the principal amount of anyone or more instalments of the IOB Loan provided that.

a) Proper notice in writing to IOB (unless waived by it) of not less than of the intention to repay in advance of the due date stating the amount and proposed earlier date of repayment is given:

b) On the date of such repayment (unless IOB otherwise agrees) there shall not be outstanding a portion of the IOB Loan - maturing after the portion is to be pre-paid:

c) Premium (unless IOB agrees to waive it) calculated at per annum on the amount earlier repaid and for the period from the date of such payment, upto its respective due date subject to the minimum period of is paid.

(ii) The Borrower shall have the option to repay before the due date of all the principal amount of IB at the time outstanding or of all the principal amount of any one or more instalments of IB loan provided that.

a) Prior notice in writing to IB (unless waived by it) of not less than of the intention to repay in advance of the due date stating the amount and proposed earlier date or repayment is given:

b) On the date of such repayment (unless IB otherwise agrees) there shall not be outstanding a portion of the IB loan maturing after the portion is to be pre-paid;

c) Premium (unless IB agrees to waive it) calculated at per annum on the amount earlier repaid and for the period from the date of such payment, upto its respective due date subject to the minimum period of is paid.

iii) The Borrower shall have the option to repay before the due date of all the principal amount of CB loan at the time outstanding or of all the principal amount of any one or more instalments of the CB loan provided that

a) Prior notice in writing to CB (unless waived by it) of not less than of the intention to repay in advance of the due date stating the amount and proposed earlier date of repayment is given;

b) On the date of such repayment (unless CB otherwise agrees) there shall not be outstanding a portion of the CB loan maturing after the portion is to be pre-paid; and

c) Premium (unless CB agrees to waive it) calculated at per annum on the amount earlier repaid and for the period from the date of such payment upto its respective due date subject to the minimum peried of is paid.

IV) The Borrower shall have the option to repay before the due date of all the principal amount of SB loan at the time outstanding or of all the principal amount of any one or more instalments of the SB loan. provided that

a) Prior notice in writing to SB (unless waived by it) of not less than of the intention to repay in advance of the due date stating the amount and proposed earlier date of repayment is given;

b) On the date of such repayment (unless SB otherwise agrees) there shall not be outstanding a portion of the SB loan maturing after the portion is to be pre-paid; and

c) Premium (unless SB agrees to waive it) calculated at per annum on the amount earlier repaid and for the period from the date of such payment upto its respective due date subject to the minimum period of is paid.

V) The Borrower shall have the option to repay before the due date of all the principal amounts of SBI loan at the time outstanding or of all the principal amount of any one or more instalments of the SBI loan provided that

a) Prior notice in writing to SBI (unless waived by it) of not less than of the intention to repay in advance of the due date stating the amount and proposed earlier date of repayment is given;

b) On the date of such repayment (unless SBI otherwise agrees) there shall not be outstanding a portion of the SBI loan maturing after the portion is to be pre-paid; and

c) Premium (unless SBI agrees to waive it) calculated at per annum on the amount earlier repaid and for the period from the date of such payment upto its respective due date subject to the minimum period of is paid.

Lead Bank:

Unless otherwise specified by the participating Financial Institutions, IOB shall act as the Lead Bank with a view that the disbursement of the loan shall be made by it and the loan accounts relating thereto shall be maintained by it and all dealings in relation to the said loan shall be had by the borrower with it on behalf of itself and the other participating banks. This shall not however prejudice the right of the other participating banks to deal separately with the Company in respect of their partcipation the said loans for otherwise relating thereto.

Margin:

The Borrower shall at all times during the continuance of the security keep and maintain such margin of security in favour of the Lenders as may be required by them. If and so often as the borrower fails to maintain the said margin the borrower shall forthwith (as the Lender may require) either hypothecate to the Lender further goods or tangible movable property approved by the Lenders under sufficient value to make up deficiency or shall reduce the amount for the time being due to the Lenders by the Cash Payment or Payments so as to maintain the said margin.

V. Representations:

A. The Borrower hereby represents and warrants to the Lender that

(a) The Borrower and its Directors have the necessary power to enter into these presents.

(b) Nothing in these presents conflicts with any of the provisions of the Memorandum & Articles of Association of the Borrower or any obligation accepted by contract or binded on the Borrower;

(c) The Borrower has complied with all the - Provisions of the and in particular under Sections 293 (1) (a) and 293 (1) (d) thereof. The Borrower shall if so required by the Lenders or any of them furnish a requisite certificate of the Auditors of the Borrowers showing the extent of its total borrowings on a specified date;

(d) The Borrower has taken all practical steps to obtain all the requisite licences, assurances and approvals regarding plant and machinery both indigenous and imported, availability of raw materials both indigenous and imported; transport, power, water and all other facilities necessary in order to carry out the said Project and has obtained necessary approvals, licences and permissions as may be necessary for the said Project or for raising any capital as loan or for any other purpose connected with the said project;

(e) The Borrower has furnished information to the Lenders from time to time and represents and warrants the said information is factually true and correct and is deemed to continue a part of the representations in these presents on the basis of which the Lenders have sanctioned the Loan Amounts. The statement made in the Report relating to the said project, a copy of which has been furnished to the Lenders, are all correct and true to the best of the knowledge of the Borrower and its Directors;

(f) The Borrower has furnished to each of the Lenders an audited Statement of account as at and information about all known and anticipated liabilities of all kinds and all encumbrances and usual existing or anticipated commitments, and - the financial position of the Borrower has not been affected by losses or other material changes since then;

(g) All the Borrowers buildings, plant and machinery and spare-parts, stores and stocks relating to the said project have been insured/will be insured for the usual risk; Building, plant and machinery have been/will be insured on the basis of installed costs, while stocks spare parts and stores have been insured for the purchased value;

(h) The applications submited by the borrower to each of the Lenders contain accurate description of the said Project and the Borrower warrants the correctness of each and every one of the representations, statements and particulars contained in the said applications at the time of their submission to each of the Lenders

(i) The Borrower is not aware of any material defect in its title to the properties to be changed to the Lenders

B. The Borrower further warrants and undertakes.

(a) That the applications and other materials/information submitted by it to the Lenders contain an accurate description of the said project and the Borrowers Programme for financing and carrying it out and that subsequent to the said applications the Borrower has not made any material changes in respect of the said project

(b) That except as disclosed in the application there are no mortgages, charges, Spenders, Sens or other encumbrances of any nature whatsoever, or any rights of way, light or water or other casements of rights of support on the whole or any part of the undertaking, property of assets of the Borrower,

(c) That the Borrower is not a party to any litigation of a material character and that the Borrower is not aware of any fact likely to give rise to such litigation or to material claim against the Borrower;

(d) That the Borrower is not aware of any material defects in title in respect of the properties to be charged to the Lenders or any scheme of a Public nature affecting the same

(e) That no suit is pending in any Court nor has any notice of any acquisition, requisition, claim or proceedings been received in respect of the properties to be charged to the Lenders

(f) That the Borrower has not been served with any notice for infringing any provision of Law.

VI. (a) The Borrower shall satisfy the Lenders in regard to the nead and adequacy of the administrative sale and technical organisation of the Borrower;

(b) The Borrower shall furnish security as stipulated in Schedule II herein mentioned after making out a marketable title to its properties to the satisfaction of all the Lenders:

(c) The Borrower shall on demand by the Lenders also execute in favour of the Lenders a Joint Deed of Undertaking, undertaking to execute a contributory Legal Mortgage in English form in favour of the Lenders if and when required by the Lenders, a Joint Irrevocable Power of Atteorney authorising Lenders jointly and severally and their authorised Officer or Officers to execute on behalf of the Borrower a contributory Legal Mortgage in English Form in favour of the Lenders securing the amounts respectively due to each of the Lenders and all other obligations and liabilities of the Borrower under these presents:

(d) The Borrower shall arrange to furnish to the Lenders in a form acceptable to the Lenders an Undertaking to the effect that the Borrower shall meet or arrange to meet at the appopriate time on terms acceptable to the Lenders any short-fall in the resources of the Borrower for financing the costs of the said project as originally estimated or any over-run on the original estimates or for Working Capital.

VII. Terms which are to apply until the loan is repaid:

(a) The Borrower shall carry out and operate said project and conduct its business with due diligence and efficiency and in accordance with sound engineering, financial and business standards;

(b) The Borrower shall remain in close touch with the Lenders and shall keep them posted with the progress of the said Project during the currency of these presents as well as its general business. To this end the Borrower agrees that :-

(i) The Borrower shall keep and maintain Proper Books, accounts and records showing expenditure of the monies from the Additional Loan Amounts or other financial assistance by the Lenders, the Progress and cost of the Project and its operations and the financial position of the Borrower

(ii) The Borrower shall allow the Lenders to examine through their own officials and/or other persons deputed by them, its, accounts, books, papers, documents and all other-materials at the Borrower's Registered Office, branch office, any other office or elsewhere and shall provide all facilities to such officials or person to enable them to report to the Lender concerned on the business of the Borrowers;

(iii) The Lenders may through their own officials and/or other persons deputed by them, inspect the goods purchased out of the Additional Loan amounts or otherwise, the plant and machinery, installations equipments, constructions materials, building, works and all other things connected with the project-or belonging to the Borrowers;

(iv) the Borrower shall, as and when required by the Lenders, provide to them all such information and particulars relating to the project, its progress and operation, including, information relating to the financial position of the Borrower;

(v) the Borrower shall furnish to the Lenders copies of all documents and correspondance in respect of arrangements made or to be made from time to time with Banks, financial institutions or others for financial assistance to the Borrowers;

(vi) the Borrowers shall inform the Lenders in writing promptly of the happening of any event likely to have a substantial effect on the Borrowers profits or business, such as strikes, lock-outs, lay-offs or any other event likely to delay the completion of the project or affect production. If there are delays in the implementation of the project. during the construction period or otherwise or if after the project has been completed. the production, sales or profits are quite different from these estimates, the Borrower shall inform the Lenders in writing of the said events with an explanation of the reasons therefor;

(vii) The Borrowers shall send to all the Lenders copies of all notices or other communications issued to shareholders of whatever class at the same time as such notice are issued to the parties concerned;

(c) The Borrower shall provide to the Lenders, all such information relating to the operations of the said project as they shall from time to time as their discretion request including information relating to the financial condition of the Borrower and all such periodical reports and information in such form and containing such particulars as the Lenders or any of them may call for;

(d) The Borrower shall notify the Lenders in writing of any material circumstance affecting the correctness of any of the particulars set forth in the Borrowers proposal within seven days after the occurence of any such circumstance;

(e) The Borrower shall inform the Lenders promptly of the happening of any event likely to have an adverse effect on the Borrowers profits or business;

(f) The Borrower shall at all times during the continuance of these presents pay all the rents rates, taxes and assessments, present as well as future, and all taxes, dues, duties and outgoings payable in respect of the-property to be charged under Clause V hereof being the security in terms of these presents, immediately the same shall become due;

(g) Except with the consent of all the Lenders, the Borrower shall not sell its undertaking or dispose off its immovable property or, except in the ordinary course of business, part with any of its other assets present or future or create any further charge or other interest in the security to be furnished by the Borrower to the Lender save as herein-before provided PROVIDED HOWEVER that the restriction hereby imposed shall not apply to any disposal of any assets of a value of less than so however that the total value of assets so disposed of shall not exceed per financial year;

(h) The Borrower will keep proper books and accounts and will not radically change its accounting system without the prior written-consent of the Lenders;

(i) The Borrower shall not utilise any portion of the Loan Amounts for purposes other than those for which the same are sanctioned;

(j) The Borrower shall insure and keep insured for the full market value or replacement-value whichever is more the properties charged or to be charged to the Lenders and such of its other properties as are of insurable nature against fire, lightning, explosions, civil commotion, riots, storms, tempests and flood, emergency risk, war risk, or such other risks as the Lenders may require in an insurance company or companies approved by the Lenders in the joint names of the Lenders and the Borrower or otherwise as the Lenders may require and shall duly and punctually pay all premia and shall not do or suffer to be done any act which may invalidate or avoid such insurance or increase the insurable risk and shall deposit the Insurance policy and all cover notes, premium receipts and other documents connected there with such of the Lenders as may be nominated by them in this behalf. If the Lenders shall so require, the Borrower shall also insure against loss of profits consequent upon any loss against which insurance has been arranged pursuant hereto, and duly pay all premia or other sums payable for such insurance shall at the option of the Lenders be applied either in reinstating the property insured or in repayment of the amount due. If the Borrower shall make any default in insuring and keeping insured all or any property forming part of the Lenders security the Lenders without prejudice to their rights under Clause III hereof shall be at liberty (but not bound) to insure and keep the same insured and the Borrower shall on demand repay to the Lenders any amounts spent by the Lenders for effecting such insurance with interest at the rate aforesaid;

(k) The Borrower shall not, without the prior - approval of the Lenders in writing enhance - the dividend on its equity shares and shall not pay any dividend on its equity shares in the event of any default in paying the amount due;

(l) The borrower shall not make any intercorporate investments or loans without the prior approval in writing of the Lenders;

(m) Except with the consent of all the Lenders and on terms and conditions approved by them in writing the Borrower shall not contract any term debt in addition to the Loan amounts proposed to be raised as herein before recited from the financial Institution;

(n) The Borrower shall not alter or amend its Memorandum of Association or Articles of Association in any manner which would be inconsistent with or adversely affect the provisions of this agreement without the prior consent of all the Lenders, and whenever called upon by any of them in consultation with the other Lenders to do so, shall carry out such alterations, amendments and additions to its Articles of Association as may, in the opinion of the Lenders, be necessary to protect their interests under this agreement;

(o) Except as otherwise provided herein, the Borrower shall not, during the currency of this Agreement, create any mortgage, further charge, pledge, hypothecation, lien or other encumbrance or create any interest on or in the security to be furnished by the Borrower to the Lenders without the Lenders prior consent in writing;

(p) The Borrowers shall notify in writing to all the Lenders of its acquisition of any new immoveable properties including plant and machinery installed or to be installed in its factory or affixed or to be affixed to earth;

(q) The borrower shall upon every reasonable request, of the Lenders allow the Lenders and any nominee servant or agent of the Lenders or any of them or any accountant appointed by the Lenders or any of them to inspect the Borrower's premises and plant and other property charged in favour of the Lenders and the Borrower's books of account for ensuring that the Borrowers has duly complied with the terms of these presents;

(r) Except with the prior consent of the Lenders, the Borrower shall not change its practice with regard to remuneration of Directors whether by means of ordinary remuneration or commission save the sitting fees of the Directors;

(s) If in the opinion of the Lenders, the circumstances require, the Lenders Collectively or any one of them shall be entitled to appoint a Director (not exceeding one Director in all) and to remove and replace him. If such right is exercised by the Lendors or any one of them, the Borrower shall pay to such Director normal fees and expenses. Such Director shall not be required to hold qualification shares and shall not be liable to retirement by rotation of Directors so long as any part of the respective loans/amounts due is outstanding and or so long as the Lenders hold shares of the Borrower Company as a result of any underwriting obligation. The Borrower under-takes to procure amendment to its Articles, if necessary, for such appointments: provided that the total number of Directors to be appointed by the Financial Institutions and Lenders shall not exceed three out of which one Director will be nominee of the Lenders.

(t) The Borrower shall not prepay to any one of the Lenders the whole or any part of the Loan - respectively advanced/to be advanced without - offering to prepay and pre-paying if the offer is accepted a proportionate amount of the respective loans to the other Lenders. The Borrower shall pay and discharge all its obligations and liabilities to each of the Lenders as and when the same shall arise without preferring one or more of them over the other or others of them

(u) Except with the prior approval of the Lenders, the Borrower shall not make any sole selling arrangement for its products or effect any change in the selling Arrangement;

(v) The Borrower shall keep the Lenders informed of any changes that may occur or are likely to occur in the composition of its Board of Directors:

(w) The Borrower shall not without prior approval of the Lenders make any changes in the existing management set-up which, in the opinion of the - Lenders, would have effect on production, sale or general financial condition of the Borrower:

(x) The Borrower will send to the Lenders copies of all notices or other communications issued to shareholders of whatever class at the same time as such notices are issued to the parties concerned.

(viii) (a) The Borrower shall not without the prior approval in writing of the Lenders cancell any part of the Loan Amounts agreed to be advanced by the hereby or any of them and which shall not have been disbursed to the Borrower. The Lenders may approve of cancellation of such undisbursed Loans if the Borrower satisfies the Lenders that the Project has been or will be completed without recourse to such disbursed Loans;

(b) All moneys due and payable by the Borrower to the Lenders under this Agreement shall be paid at such place as may be specified by the Lenders by telegraphic transfer. telex transfer mail transfer. cheque or Bank Draft drawn on such office of a scheduled bank as may be approved by the Lenders or in any other manner approved by the Lenders and shall be so paid as to enable the Lenders to realise the amount sought to be paid on or before the due date to which the payment relates. The payment shall be considered to be effected only as at the close of business on the date on which the Lenders realise the amount. Further access by the Borrower to the Loan Amount (s) may be suspended or terminated by the concerned Lender (s) by notice in writing to the Borrower upon the happening of the following events; viz.,

(a) If default is made in the due and effective payment of any sum payable by the Borrower hereunder;

(b) Upon failure of the Borrower to carry out, or upon breach by the borrower of, any of the terms, conditions or covenants of the presents or of any undertaking, agreement or obligation with the Lender (s) or of any security documents deed, or instrument executed, by the Borrower in favour of the Lender (s);

(c) Upon failure of any person to carry out, or upon breach by such person of, any of the terms, or covenants or any undertaking, agreement, indemnity, guarantee counter guarantee or other obligation which the Borrower has caused such person to execute or enter into with or in favour of the Lender(s) pursuant to being required so as to do under this Agreement;

(d) If the Borrower takes or permits to be taken or suffers any action or proceeding whereby any of its properties or assets will or may be assigned, attached or in any manner transferred or delivered to any receiver, assignee, liquidator or other person whether appointed by the Borrower or by any court of law, tribunal, Government body or other person authorised by Law;

(e) If an extra-ordinary situation has arisen or may arise and which, in the opinion of the Lenders may make improbable that the Company will be able to perform its obligations under this agreement and in this respect the opinion of IOB as, the lead Bank shall be conclusive, final and binding on the Borrower;

(f) If an order is made or an effective resolution passed for the winding up of the Borrower except for the purpose of reconstruction or amalgamation the terms of which have been previously approved in writing by the Lender(s) and duly carried into effect;

(g) If a distress or execution is levied or issued upon or against any part of the property of the - Borrower and is not discharged within fourteen days;

(h) If the Borrower stops payment or ceases or decides to cease to carry on its business or substantially the whole of its business or dispose off the whole or any substantial part of its undertaking or (except in the ordinary course of business) its assets;

(i) If any indebtedness or obligation of the Borrower for the payment of monies borrowed shall become due and payable prior to the specified maturity there-of by reason of a default thereunder or is otherwise not paid when due;

(j) If the Borrower is unable to pay its debts within the meaning of the ;

(k) If all or any substantial part of the Borrowers assets or business is condemned, seized or appropriated or any action by any Government or other authority or any person is instituted for the winding up of the Borrower or suspension of its operations;

(l) If any information furnished or representation made by the Borrower is found to be false, incorrect or incomplete in material particulars;

(m) If access by the Borrower to the assistance by any one of the financial institutions or to any other loans obtained by the Borrower is suspended or terminated;

(n) If any of the loans and/or deferred credit(s) or any other Loans obtained by the Borrower is prematured in whole or in part and

(o) If any event or circumstances has occured or may arise which is prejudicial to or impairs or imperials or depreciates or jeopardizes or is likely to prejudice, impair, imperial or depreciate or jeopardise the security given to the Lenders;

X. In case the right of the Borrower to make drawals from the Loan Amount(s) has been suspended by the Lender(s) it shall continue to be suspended until the event which gave rise to such suspension shall have ceased to exist to the satisfaction of the concerned Lender(s) or until the concerned Lender(s) shall have notified the Borrower that its right to made drawals has been - restored, whichever is earlier,

XI. If any of the events described in the foregoing clauses above has happened and has been continuing or in the opinion of the Lender(s) is likely to happen, the Lender(s) may, by notice in writing to the Borrower, terminate the right of the Borrower to make drawals from the loan Amount(s) and thereupon, the undrawn part of the additional Loan amount(s) shall stand cancelled,

XII. If a default has occured in the payment of principal or interest or any other payment required under this Agreement or in any of the events mentioned in Clause XI, Lenders or any of them may at its/their option by notice in writing to the Borrower declare the principal of the Loan Amount then outstanding to be due and payable immediately and upon any such declaration the security referred to in Schedule II hereto shall become enforceable and such principal, interest and all other monies payable under this Agreement shall become due and payable immediately. not withstanding anything to the contrary contained in this Agreement and/or in any other document(s).

XIII. Notwithstanding any cancellation, suspension, termination or acceleration pursuant to any of the events referred to in Clause XI, all the provisions of this Agreement shall continue in full force and effect during the period the additional Loan Amount(s) or any part thereof or any amount payable under these presents is outstanding.

(a) Any delay in exercising or ommission to exercise any right, power or remedy accruing to the Lenders under this Agreement or any other document shall impair any such right, power or remedy nor shall it be construed to be a waiver thereof or an acquiescence by the Lenders in such default, nor shall any action or inaction of the Lenders in respect of any default or acquiescence in any default, affect or impair any right, power or remedy of the Lenders in respect of any such default;

(b) Nothing contained in these presents shall be deemed to limit or affect prejudicially the rights and powers of the Lenders under the documents executed by the Borrower in favour of the Lenders, for securing the Amount due under these presents;

XIV. (a) The Borrower shall pay all expenses (including Legal charges as between attorney and client stamp duty and registration charges) for and incidental to or in connection with or relating to the disbursal of the Loan amounts and investigation of title to the properties of the Borrower and also in respect of any other documents as may be required to be executed in future in connection with or pursuant to this agreement to secure the :-

The First Schedule Above Referred To: