Hypothecation Deed

DEED OF HYPOTHECATION

This Deed of Hypothecation (the "Deed") is made this ________ ("Effective Date") at Andaman and Nicobar Islands

BY AND BETWEEN:

________, son of ________, resident of ________ (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

________, son of ________, resident of ________ (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

WHEREAS:

A. The Borrower is in the business of:

________

B. The Borrower requires funds for the following purpose:

________

The Borrower for the aforementioned purpose has requested the Lender to provide financial assistance for an amount of Rs. ________ (________) ("Loan") and the Lender has agreed to do the same under the terms of the loan agreement to be executed on or about the date hereof (hereinafter referred to as the "Loan Agreement") by and between the Borrower and the Lender recording inter alia the terms and conditions of the Loan.

C. One of the terms of the grant of the Loan by the Lender is that the Secured Obligations (as defined hereunder) will be secured inter alia by way of a first ranking exclusive charge by way of hypothecation over the Secured Property (as defined hereunder), in favour of the Lender for the benefit of the Lender;

D. The Lender has now called upon the Borrower to hypothecate the Secured Property and execute the deed therefor by these presents.

NOW THEREFORE THESE PRESENTS WITNESSETH THAT

(1). DEFINITIONS

In these presents unless there is anything in the subject or context inconsistent therewith, the capitalised terms listed below shall have the following meanings:

(a) "Applicable Law" shall mean all applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, byelaws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority and any modifications or re-enactments thereof;

(b) "Asset Cover" shall mean the aggregate value of all the Receivables which is to be maintained by the Borrower at ________ times of the principal amount of the Loan in respect of which the Secured Property constitutes security on an exclusive first ranking basis from the date of execution of this Deed until the obligations of the Borrower in respect of the Loan are duly fulfilled to the satisfaction of the Lender;

(c) "Business Day" shall mean a day, other than a Saturday, Sunday, or a public holiday, on which banks are open for general business in ________ and "Business Days" shall be construed accordingly;

(d) "Finance Documents" shall mean the Loan Agreement, any Security Document and any other document designated as such by the Lender and the Borrower;

(e) "Governmental Authority" shall mean the President of India, the Government of India, the Governor and the Government of any State in India, any ministry or department of the same, any municipal or local government authority, the Reserve Bank of India, the Securities and Exchange Board of India, any authority or private body exercising powers conferred by applicable law and any court, tribunal or other judicial or quasi‑judicial body, and shall include, without limitation, stock exchange and any regulatory body;

(f) "Loan" shall have the meaning assigned to such term in Recital B above;

(g) "Loan Agreement" shall have the meaning assigned to the term in Recital B above;

(h) "Receiver" shall mean any person appointed as a receiver for the enforcement of the Charge under the terms of this Deed;

(i) "Rs." or "Rupees" shall mean Indian Rupee, the lawful currency of India;

(j) "Secured Obligations" shall mean:

(I) all of the Borrower's obligations and liabilities under or in connection with any Finance Document and any other document pertaining to the Loan including the repayment of the principal amount of and payment of interest of the Loan and all costs, charges, enforcement expenses and expenses payable by the Borrower in respect of the Loan; and

(II) all monies due and payable to the Lender in terms of and pursuant to this Deed and the Lender Agreement, including the fees payable by the Borrower to the Lender.

(k) "Security" shall mean the security created by the Borrower in favour of the Lender (acting on behalf of, in trust for and for the benefit of the Lender) under the terms of this Deed, being a first ranking exclusive charge by way of hypothecation over the Secured Property to the extent of ________ times of the principal amount of the Loan under the terms of this Deed and shall include such other security as may be mutually agreed between the Borrower and the Lender;

(l) "Security Documents" shall mean the Security created or expressed to be created in favour of the Lender (acting on behalf of, in trust for and for the benefit of the Lender) and shall include this Deed, the Lender Agreement and shall also include any additional documents executed or to be executed by the Company for the creation of any security in relation to the Loan; and

(2). INTERPRETATION

This Deed, unless the context otherwise requires:

(a) words denoting the singular shall include the plural and vice versa;

(b) the pronouns "he", "she", "it" and their cognate variations are used as interchangeable and should be interpreted in accordance with the context;

(c) words denoting a person shall include an individual, corporation, company, partnership, trust, or other entity; however, clauses specifically applicable to a company or body corporate shall not apply to any other entity;

(d) headings and bold typeface are inserted/ used for convenience only and shall not affect the construction of this Deed;

(e) references to the word "include" or "including" shall be construed without limitation;

(f) recitals of and schedules and annexures to this Deed shall form an integral part hereof;

(g) Words and expressions contained herein but not defined shall have the meanings assigned to them in the Loan Agreement.

(3) COVENANT TO REPAY

(a) In pursuance of the Loan Agreement and in consideration of the Lender having granted and/or agreed to grant the Loan to the Borrower for the purposes, and subject to the terms and conditions set out in the Loan Agreement, the Borrower does hereby covenant with the Lender that it shall repay the Secured Obligations to the Lender on the relevant due date(s).

(4) INTEREST

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

(5) REPAYMENT

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

(6) 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.

(7) CHARGE

(a) In consideration of the Lender having granted and/or agreed to grant the Loan to the Borrower and as continuing security for the payment and discharge of the Secured Obligations, the Borrower does hereby hypothecate to the Lender, by way of a first ranking exclusive charge, all rights, title, interest, benefit, claims and demands of the Borrower, in, to, or in respect of, the moveable property and assets as under:

________

(b) The details of assets are described in Schedule-A attached to this Deed. (the "Secured Property") as continuing security for the Secured Obligations TO HAVE AND TO HOLD all and singular the Secured Property, present and future, unto and to the use of the Lender, acting in trust for and on behalf of and for the benefit of the Lender (the "Charge").

(c) The Borrower shall record the list of Secured Property, as provided for hereinabove, in an excel sheet and forward the same to the Lender. The Borrower shall undertake all measures necessary, to file the necessary forms for the perfection of charge with the Registrar of Companies and/or any other authority as prescribed under Applicable Law, within 30 (Thirty) calendar days from the date of creation of Charge.

(d) During the term of this Deed, the Borrower shall keep the value of the product equivalent to the amount borrowed and accrued interest. In case the value of the product(s) is less than that of the accrued balance amount, the Borrower shall add such additional assets as security and inform the Lender of the same.

(8) USE OF THE SECURED PROPERTY

(a) The Borrower hereby declares that the Secured Property shall at all times be the absolute property of the Borrower and shall be at the sole disposal of the Borrower in accordance with the Finance Documents and subject to the charges created and/or to be created herein below and shall be free from any charge, trust, pledge, lien, claim or encumbrance created after the execution of this Deed, until the obligations of the Borrower in respect of the Loan are duly fulfilled to the satisfaction of the Lender.

(b) The Borrower shall not create any charge, mortgage, lien or other encumbrance upon or over the Secured Property, or any part thereof except in favour of the Lender nor suffer any such charge, mortgage, lien or other encumbrance or any attachment or distress to affect the same or any part thereof.

(c) Rights of the Borrower to the Secured Property:

(I) Notwithstanding anything contained in Clauses above, so long as no Event of Default has occurred, and subject to the Borrower maintaining the stipulated Asset Cover, the Borrower shall be entitled to hold and enjoy the Secured Property and to deal with the same in the ordinary course of the business in such manner as the Borrower may deem fit, including to sell, call in, collect, convert, replace, substitute, exchange, deal with or exercise any right in respect of all or any of the Secured Property on such terms and for such consideration as the Borrower may deem fit.

(II) It is clarified that on the occurrence of any such event as described in sub-clause (a) above, any assets so added will constitute and shall always be deemed to constitute a part of the Secured Property and deemed to form part of Schedule.

(III) Pursuant to the occurrence of any such event as described above in sub-clause (a), the Borrower shall take all steps necessary to update the excel sheet/any document with the updated list of assets to the Lender (and to the Lender, upon their request) and cause the perfection of such updated security including filing the necessary forms for recording the modification of the charge with the applicable Registrar of Companies on an annual basis, within 30 (Thirty) calendar days from March 31 of every calendar year until the Principal Repayment Date.

(IV) Upon the happening of any Event of Default, the Charge shall become enforceable, and the Lender shall (on the instructions of the Lender) realise or enforce the Charge over the Secured Property or any part thereof as per the terms and conditions of this Deed.

(9) INFORMATION

(a) The Borrower shall submit monthly report, such report shall consist of an updated Schedule constituting the Secured Property, sufficient to maintain the Asset Cover ("Hypothecated Asset Report" ).

(b) Upon the creation of Charge in accordance with the terms of this Deed, the Borrower shall, within 15 (Fifteen) calendar days from the date of creation of Charge, and subsequently, as, and when the Secured Property is updated, furnish to the Lender on a quarterly basis (unless otherwise specified below), a statement, signed by an authorized signatory of the Borrower, certifying:

(I) the value of the assets under the Secured Property;

(II) that the Borrower is maintaining the Asset Cover in accordance with the provisions of this Deed;

(III) that the assets constituting the Secured Property have not been charged or hypothecated in favour of any other party except the Lender and that they are free from any encumbrances; and

(hereinafter referred to as the "Secured Property Certificate")

(IV) Provided that the statement in sub-clause (a) above shall also be supported by the independent chartered accountant of the Borrower (on a quarterly basis).

(c) The Borrower shall, whenever required by the Lender, give full particulars to the Lender of the Secured Property, and shall furnish and verify all statements, reports, certificates, and information from time to time as reasonably required by the Lender in relation to the Secured Property and make, furnish, and execute all necessary documents to give effect to the Charge.

(d) The Lender or the nominees appointed by the Lender shall, with reasonable prior written notice, be entitled at all times to take particulars of all or any part of Secured Property or the records maintained in respect of the Secured Property and check any statement, accounts, reports, and information in relation to the Secured Property.

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(11) RELEASE OF SECURITY

(a) When the obligations of the Borrower in respect of the Loan are duly fulfilled to the satisfaction of the Lender, the Lender shall, at the request of the Borrower, and upon the Borrower submitting proof of having discharged the Secured Obligations to the reasonable satisfaction of the Lender, release and discharge the Charge and do all such acts and things and execute such deeds and documents as may be necessary for the purpose.

(b) The charge created by the Borrower is in addition to and independent of any other security interest or right or remedy now or at any time hereafter held by or available to the Lender. The Charge shall neither be merged in, nor in any way exclude or prejudice, or be affected by any other security interest, right of recourse or other right whatsoever (or the invalidity thereof) which the Lender may now or at any time hereafter hold or have (or would apart from this Security hold or have) as regards the Borrower or any other person in respect of the Secured Obligations.

(c) The powers which this Deed confers on the Lender and any Receiver appointed hereunder are cumulative, without prejudice to their respective powers under Applicable Law and/or the Lender Agreement and may be exercised as often as the Lender or the Receiver thinks appropriate in accordance with these presents. The Lender or the Receiver may, in connection with the exercise of their powers, join or concur with any person in any transaction, scheme or arrangement whatsoever; and the Borrower acknowledges that the respective powers of the Lender and the Receiver shall in no circumstances whatsoever be suspended, waived or otherwise prejudiced by anything other than an express waiver or variation in writing by the Lender or the Receiver, as relevant.

(12) REPRESENTATIONS, WARRANTIES AND COVENANTS

(a) The Borrower hereby represents and warrants to the Lender as follows:

(b) the Borrower is absolutely entitled to Secured Property.

(c) the Secured Property and every part thereof is, and will at all times, be the absolute property of the Borrower, at the sole disposal of the Borrower and is not subject to any lien, hypothecation, charge or other encumbrance and as to future properties, the same shall likewise be the unencumbered, absolute and disposable property of the Borrower, with the full power of disposition of the same (except for the Charge created by this Deed).

(d) the assets constituting Secured Property, including any additional assets provided or replacement/substitute/exchanged assets provided, are 'standard assets' as defined under the applicable RBI regulations in the books of the Borrower.

(e) the assets constituting the Secured Property shall satisfy and continue to satisfy at all times until the repayment of the Secured Obligations, the selection criteria set out as follows:

________

(f) The Borrower hereby unconditionally agrees and covenants that at all times, during the continuance of these presents and the Security hereby created over the Secured Property, the Borrower shall not create any further charge or encumbrance over the Secured Property until the obligations of the Borrower in respect of the Loan are duly fulfilled to the satisfaction of the Lender.

(g) this Deed has been duly and validly executed and delivered by the duly authorised representatives of the Borrower and constitutes legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms;

(h) Notwithstanding anything to the contrary stated herein this Deed or in any other Finance Document, the Borrower shall take all the necessary and requisite actions and cause the Security (including as and when Schedule I is modified or updated upon addition/substitution/replacement of Receivables), to be perfected by making the necessary filings and registrations with the applicable Registrar of Companies, or with any other authority, as required under Applicable Law.

(i) The Borrower shall submit the proof of such perfection of Security to the Lender within the prescribed period.

(j) the execution, delivery and performance by the Borrower of this Deed and the acts and transactions contemplated hereby and thereby do not and will not, with or without the giving of notice or lapse of time or both, violate, conflict with, require any consent under or result in a breach of or default under:

(I) any Applicable Law to which the Borrower is subject; or

(II) any order, judgment, or decree applicable to the Borrower; or

(III) any term, condition, covenant, undertaking, agreement, or other instruments to which the Borrower is a party or by which the Borrower is bound;

(IV) all information set forth in this Deed and other related deeds and documents and all information furnished by the Borrower to the Lender is true and correct and is not/shall not be misleading whether by reason of omission to state a material fact or otherwise.

(k) The Borrower or any person acting on behalf of the Borrower shall not do any act or abstain from doing any act that would diminish, alter, or adversely impact the rights of the Lender hereby conferred.

(l) The Borrower shall, at all times, during the continuance of these presents and the Security hereby created, except as expressly otherwise permitted by the Loan Agreement, duly and punctually pay any imposts, duties, taxes, premium and outgoings which become lawfully payable by the Borrower in respect of the Secured Property and shall prevent any part of such Secured Property from becoming charged with the payment of any imposts, duties and taxes lawfully payable by the Borrower.

(m) If, at any time during the subsistence of this Deed, the Lender is of the opinion that the Security provided by the Borrower under this Deed or otherwise has become inadequate to secure the Secured Obligations, then upon notice to that effect by the Lender providing the accounts and/or calculation of the inadequacy, the Borrower shall provide and furnish such additional security as may be acceptable to the Lender in respect of such inadequacy.

(n) The Borrower covenants that it shall, perfect the Charge created under this Deed, within 30 (Thirty) calendar days from the date of execution of these presents.

(o) The Borrower shall bear and pay the stamp duty on this Deed and all costs and other charges of the Lender (including penalties, if any) incurred in connection with the stamping of these presents and if any such amounts are paid by the Lender, the Borrower shall forthwith pay to the Lender the amount thereof together with accrued interest thereon, and until such reimbursement by the Borrower, such amounts shall form part of the Secured Obligations.

(13) MAINTENANCE OF ASSET COVER

(a) The Borrower shall, at all times ensure that the Asset Cover is maintained in terms of this Deed i.e. the value of the Receivables should be equivalent to ________ times of the principal amount of the Loan in respect of which the Secured Property constitutes security on an exclusive basis.

(b) In the event the value of the Secured Property diminishes and the Borrower is unable to maintain the Asset Cover in accordance with the terms of this Deed, the Borrower shall, immediately and no later than by the furnishing of the immediately succeeding Quarterly Hypothecated Asset Report ensure that the value of the Secured Property (as the case may be) equals or exceeds the Asset Cover by providing additional or new security (by way of hypothecation) over other similar assets sufficient to maintain the Asset Cover. The Borrower shall promptly notify the Lender in writing of the creation of the additional or new security, which notice shall include the description of such assets being provided as additional or new security.

(c) Pursuant to the occurrence of any such event as described above Borrower shall cause the perfection of such updated security including filing the necessary forms for recording the modification of the charge with the applicable Registrar of Companies, on an annual basis, within 30 (Thirty) calendar days from March 31 of every calendar year until the Maturity Date.

(d) The Borrower shall, on and from the date hereof, until the obligations of the Borrower in respect of the Loan are duly fulfilled to the satisfaction of the Lender, ensure that the required Asset Cover is maintained. The value of the Secured Property for this purpose (both for initial and subsequent valuations), shall be the amount reflected as the value thereof in the books of accounts of the Borrower.

(e) It is clarified that any additional or new security so provided under this Clause constitute and shall be deemed always to have constituted a part of the Secured Property. The description of the assets comprising the additional or new security specified by the Borrower to the Lender in the Quarterly Hypothecated Asset Report(s) addressed to the Lender shall be deemed to be the description of the assets that are to form part of the Secured Property pursuant to this Clause and all such Quarterly Hypothecated Asset Report(s) addressed by the Borrower to the Lender shall be deemed to be part of Schedule as if the contents thereof were specifically set out in the said Schedule without any further amendments or modifications required to be made to this Deed.

(14) INSURANCE

(a) That Hypothecated goods shall be kept at the Borrower's risk and expenses in good condition and fully insured against fire and/or such other risk(s). The copies of the insurance documents shall be submitted to the Lender upon request within 7 days from the date of entering into this Deed.

(b) If the Borrower fails to affect such insurance, the Lender may without obliged to do so, insure the Hypothecated Goods against fire and such other risks in the name of Lender or in the borrower's name with Lender clause incorporated therein, as may be decided by the bank at its absolute discretion and debit the premium and such other charges from the Borrower.

(15) ENFORCEMENT OF THE SECURITY COVER

(a) On the occurrence of an Event of Default, the Lender shall (on the written instructions of the Lender) be entitled to:

(I) issue a notice for invoking the Charge to the Borrower stating that an Event of Default has occurred, and that the Lender shall enforce the Charge if the Borrower does not discharge the outstanding Secured Obligations within the cure periods (if any) provided in the Loan Agreement for the respective Event of Default.

(II) after the expiry of the cure periods provided in the Loan Agreement, if the Borrower has failed to make payment of the Secured Obligations, and subject to the Applicable Laws:

(A) declare that all or part of the Secured Obligations be immediately due and payable, whereupon they shall become immediately due and payable;

(B) accelerate the redemption of the Loan;

(C) enforce the Charge in accordance with the terms of this Deed; and/or

(D) exercise any other right that the Lender and/or Lender may have under the Finance Documents or under Applicable Law.

(E) take all such other action expressly or impliedly permitted under this Deed or under the Applicable Law.

(b) All monies appropriated from the Secured Property shall be utilised by the Lender, subject to Applicable Laws towards the payment of all the Secured Obligations and any balance proceeds shall be returned by the Lender to the Borrower.

(c) The Borrower further confirms and acknowledges to the Lender that the Lender shall not be affected or be bound by any notice, express or implied, of the right, title or claim of any person to the monies realised upon the enforcement of the Charge and the Lender shall be entitled to appropriate the same in accordance with the provisions of the Loan Agreement.

(16) FURTHER ASSURANCES

The Borrower agrees and undertakes to execute such other deeds or documents and to perform such other acts as may be required by the Lender to further perfect, protect and/or enforce the Charge created hereunder.

(17) SEVERABILITY

Every provision contained in this Agreement shall be severable and distinct from every other such provision and if at any time any one or more of such provisions is or becomes invalid, illegal, or unenforceable in any respect under any law, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable and the validity, legality and enforceability of the remaining provisions hereof shall not be in any way affected or impaired thereby. If the aforesaid modification is not possible, the relevant provision (or part of a provision) shall be deemed deleted.

(18) WAIVER

Any term or condition of this Deed may be waived at any time by the Party that is entitled to the benefit thereof, subject to the condition that Lender for this purpose shall act with the consent of Lender, for such term or condition to be waived. No failure or delay on the part of the Lender or the Receiver in exercising any power, right or remedy under this Deed shall be construed as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. Such waiver must be in writing and must be executed by an authorised officer of such Party. A waiver on one occasion will not be deemed to be a waiver of the same or any other breach or non-fulfilment on a future occasion. All remedies and benefits, either under this Deed or by law or otherwise afforded, will be cumulative and not alternative and without prejudice to the other remedy or benefit, as the case may be.

(19) 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:

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

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.

(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: ________

(c) In case of Lender:

________

Address: ________

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

(22) ENTIRE AGREEMENT

This Deed along with the 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.

(23) 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.

(24) AMENDMENTS

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

(25) 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.

(26) ASSIGNMENT

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

(27) ATTORNEY

Borrower hereby irrevocably appoints the Lender and each Receiver to be the attorney of the Borrower with full power of substitution and in its name or otherwise on its behalf to sign, seal, execute, deliver, perfect and do all deeds, instruments, acts and things which may be desirable or necessary or which the Lender or the Receiver shall think proper or expedient for carrying out any obligations imposed on the Borrower hereunder or for exercising any of the powers hereby conferred in connection with any sale or disposition of any part of the Secured Property upon occurrence of an Event of Default which is not cured (if a cure period is provided in the Loan Agreement) or the exercise of any rights in respect thereof or for giving to the Lender the full benefit of the Charge created herein and so that the appointment hereby made shall operate to confer on the Lender and the Receiver authority to do on behalf of the Borrower anything which it can lawfully do as its attorney and without prejudice to the generality of the foregoing the Borrower has appointed the Lender, inter alia to:

(a) execute and do all acts, deeds, and things which the Borrower is authorised to execute and do under the covenants and provisions herein contained;

(b) generally use the name of the Borrower in the exercise of all or any of the powers conferred by these presents or by Applicable Law on the Lender or any Receiver appointed by the Lender; and

(c) execute on behalf of the Borrower such documents and deeds as may be necessary to give effect to the provisions of this Deed and for the preservation, enforcement and realisation of the Security created hereby.

The Borrower ratifies, confirms, and agrees to ratify and confirm any deed, instrument, act, or thing which such attorney or substitute may execute or do.

(28) COUNTERPARTS

The deed may be executed in any number of counterparts and all counterparts together shall constitute one and the same instrument and each of them shall be an independent agreement.

(29) INCONSISTENCIES

In case of any ambiguity or inconsistency or differences between this Deed and any other Finance Document, so long as such inconsistency is with respect to matters concerning the creation of, dealing with and/or enforcement of the Security, the provisions of this Deed shall prevail.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement

_____________________

________

_____________________

________

WITNESS-1

Name:

Govt. ID Name & No.:

Signature:

WITNESS-2

Name:

Govt. ID Name & No.:

Signature:

SCHEDULE-A

DESCRIPTION OF THE SECURED PROPERTY

Please include a description herein