Draft Joint Deed Of Hypothecation

This Agreement made at this day of between for brevity same refered to/a Company corporated and registered under the Indian and having its Registered Office at (hereinafter referred to as "the 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 (Acquisition & Transfer of Undertakings) and having its Head Office at (hereinafter referred to as "IB" 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 undertakings) 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 State Bank of India 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) IB, CB, SB, & SBI or hereinafter collectively referred to the Banks" or "the Lenders" which expression unless the context on 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 applied to each of the Lenders for loans aggregating to which the Lenders agreed to grant by way of Term Loans under their respective Loan Account(s) opened/to be opened respectively of each of the Lenders for the Borrower upto the limits as under:-

and upon the term and conditions set out in the respective Sanction Letters issued to the Borrower by each of the Lenders.

2. By an Agreement dated the day of (hereinafter referred to as "the Common Loan Agreement") made between the Borrower and the Banks, the Banks have agreed to Lend and advance to the Borrower and the Borrower has agreed to borrow from the Banks the term loans as specified herein below:

The IOB loan, the IB loan, the CB loan, the SB loan and the SBI loan are (hereinafter collectively referred to as "the said Term Loans") for the purpose and subject to the terms and conditions as set out therein.

(3) It is further agreed by and between the parties hereto that the security to be created jointly or severally in favour of the Lenders for the respective Term Loans advanced/agreed to be advanced by the Lenders to the Borrower 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, inter-se the Lenders, so that the security shall accrue for the benefit of the Lenders without any preference or priority of one over the other or others of them, subject however with the liberty to the Borrower to create a charge or charges on a pari passu basis, in favour of the Financial Institutions, namely,

(hereinafter collectively referred to as "the Financial Institutions") as mentioned in the Common Loan Agreement.

(4) The Borrower has requested the Lenders to lend and advance to the Borrower the financial assistance which the Lenders have agreed to do upon having the amounts to become due to each of them in respect of the said Financial Assistance and interest thereon and all costs, charges and expenses and all other moneys hereinafter mentioned secured in the manner hereinafter appearing.

(5) Pursuant to the Common Loan Agreement the Lenders have called upon the Borrower to execute these presents which the Borrower has agreed to do in the manner hereinafter appearing:

Now This Indenture Witness The that in consideration of the premises It Is Hereby Agreed And Declared by and between the parties hereto as follows :-

1. Subject to the provisions of clause 5 hereof, each of the Lender shall open in its respective book a Loan Account, as agreed to be advanced under the Common Loan Agreement in the name of the Borrower to the extent mentioned against its name below: namely -

2. The Borrower hereby agrees with each of the Lenders to pay to each of the Lenders respectively the amounts due in the said Loan Accounts in the instalments on the days and in the manner mentioned in the Common Loan Agreement with interest at the rate or rates therein provided and all costs (on full indemnity basis) charges and expenses incurred by each of the Lenders respectively for the preservation protection, defence and perfection of the security hereby created or for attempted or actul realisation or enforcement thereof.

3. The Borrower shall pay to each of the Lenders interest as provided in the said common Loan Agreement.

4. The Borrower hereby hypothecates to and in favour of the Lenders as and by way of first charge as security of the following assets for the due repayment to the Lenders of all principal moneys, interest and all costs, charges and expenses and other moneys, to become due under the Common Loan Agreement

(i) All tangible movable property and assets including all movable machinery and plant, machinery spares and stores, tools and accessories, both present and future, whether installed or not and whether now lying loose and/or in cases or being on or upon or at any time hereafter during the continuance of this security lying loose or in cases or being on or upon or about the Borrower's factory premises at in the State of or wherever also the same may be or be held by any party anywhere to the order or disposition of the Borrower all the Bankers goods, namely, stocks of raw materials, goods - in - process, semi-finished goods, stores relating to plant and machinery or any spare parts thereof. (save and except book debts) short particulars are given in the Schedule hereunder written (all of which are hereinafter for brevity's sake collectively referred to as "the Hypothecated Goods") to the intent that subject to the provisions hereinafter contained, the security and charge by way of hypothecation hereby created shall be a security by way of first charge by way of hypothecation on all such properties and assets as aforesaid. PROVIDED that the charge of the Lenders thereon shall be subject to the charge or charges created and/or to be created by the Borrowers in favour of its Bankers on its stocks of raw materials, goods in process, semi- finished and finished goods, stores not relating to plant and machinery or any spare parts thereof and book debts and/or such other movables as may be specifically permitted by the Lenders in writing to secure borrowings for working capital requirements and any extensions, modifications or renewals thereof made with the prior approval of the Lenders provided further that the charge hereby created in favour of the Lenders shall rank pari passu with the mortgage charges and securities created and/or to be created by the Borrower in favour of the aforesaid Financial Institutions.