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Agreement

This Loan Agreement (“Agreement”) is entered into at [_______] on this [_______]

day of [________] 2017

BY AND BETWEEN

______________________ (hereinafter referred to as the “Lender”, which expression

shall mean and include its successors and permitted assigns) of the One Part;

AND

____________________(hereinafter referred to as the “Borrower”, which expression

shall mean and include its successors and permitted assigns) of the Second Part;

AND
______________________(hereinafter referred to as the “Confirming Party”, which
expression shall mean and include its successors and permitted assigns) of the Third
Part;

(Each of the Parties mentioned above, are hereinafter collectively referred to as the
“Parties” and individually as a “Party”).

WHEREAS,

a) The Borrower is a real estate developer, and has been granted leasehold rights
on a parcel of land being Plot No. GH-01, 02, 03, Sector 108, Noida (the
“Plot”), vide lease deed dated ________ bearing registration no.
_________________, executed by New Okhla Industrial Development
Authority (“NOIDA”) in favor of the Borrower.

b) The Lender is _________________________.

c) The Confirming Party is _______________________.

d) The Borrower is constructing and developing residential units/flats of various

sizes and dimensions in a Group Housing Residential Project known as “Parx
Laureate”, built on the Plot (hereinafter referred to as said “Project”), after
getting the building plan and other construction approvals duly approved from
the relevant government authority.

e) Owing to various developments in the last few months, the Developer has been
facing financial difficulties in continuing with the construction/ development of
the Project.

f) The Borrower being in need of funds has approached the Lender for a loan of
Rs. 1,00,00,00,000 (Rupees Hundered Crores Only) (hereinafter referred to as
the “Loan Amount”) for a period of 2 (two) years or till the completion of the
Project _______, whichever is earlier (the “Loan Term”).

g) The Lender on the face value and goodwill of the Confirming Party is ready and
willing to grant the Loan Amount to the Borrower for the Loan Term, as per the
terms and conditions mutually agreed between the Parties.
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NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND

CONFIRMED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. PURPOSE

1.1 The Borrower has approached the Lender, and the Lender has agreed to grant
the Loan Amount to the Borrower for the Loan Term to complete the
construction/ development of the Project on the Plot, subject to the terms and
conditions of this Agreement.

1.2 The Loan Amount shall be paid to the Borrower in installments, which shall be
linked to the construction/ development of the Project. Annexure ___ to this
Agreement provides a breakup of the said installments.

2. LOAN TERM

2.1 This Agreement shall take effect on the date of execution and shall remain in
force for so long until it is not terminated in accordance with the terms hereof.

2.2 The Loan Amount paid to the Borrower is to be repaid without a period of 2
(two) years or till the completion of the Project, whichever is earlier, from the
date of execution of this Agreement. However, in no event shall the completion
of the Project be beyond ______.

2.3 The Project shall be deemed completed when the Borrower applies for the
completion/ occupation certificate for the Project or a major portion of the
Project.

2.4 Annexure ___ to this Agreement provides the timelines for construction/
development of the Project.

2.5 The Borrower shall at no point of time stop/ slowdown the construction of the
Project for any reasons whatsoever.

3. PAYMENT OF INTEREST AND REVENUE SHARING

3.1 The Borrower hereby agrees that in lieu of the Loan Amount received by him
from the Lender, he shall pay to the Lender interest @ 12% per annum on the
Loan Amount within 30 (thirty) days after the closing of the Financial Year.

3.2 All payments to be made under the provisions of this Agreement shall be made
in Indian Rupees and shall be subject to the deduction of applicable taxes.

3.3 In addition to the above, in consideration of the grant of loan to the Borrower by
the Lender, it has been agreed between Parties to share the Gross Sales Revenue
(defined hereinafter) collected from allotment / sale of the saleable area in the
Project in the following manner,

(i) Lender’s Entitlement - The Lender shall be entitled to 33% of the

Gross Sales Revenue collected from the sale / allotment of the entire
saleable area in the Project;

(ii) Borrower’s Entitlement – The Borrower shall be entitled to 67% of the

Gross Sales Revenue collected from the sale / allotment of the entire
saleable area in the Project.
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“Gross Sales Revenue” shall mean and include the following in relation to the
sale / conveyance / lease / license of the units in the Project calculated net of
taxes as may be fixed / charged by the Borrower –

a) Basic sale price,

b) Preferential location charges,
c) Floor rise charges,
d) Lease rent and license fee as may be collected from the prospective lessees /
licensees,
e) Power backup charges,
f) Club membership charges,
g) Interest on delayed payments,
h) Charges collected for allotment / allocation of car parking space,
i) Forfeiture amount / earnest money,
j) Transfer fee / charges collected till completion,
k) Holding charges collected from end customers, and
l) Any other charges applicable on the prospective purchaser.

3.4 It is hereby agreed between the Parties that the entire Gross Sales Revenue of the
Project shall be collected in a project specific escrow account operated jointly by
both the Parties (the “Collection Account”).

3.5 Subject to compliance with Real Estate (Regulation and Development) Act, 2016 and
other applicable laws, rules and regulations, the distribution / outflows from this
Collection Account shall be made in the following manner (in the specified order):

(i) Payment of taxes and government dues;

(ii) Interest and repayment of loans;

(iii) Payment of Lender’s Entitlement;

(iv) Payments / installments due to NOIDA authority;

(v) Payment of committed brokerage;

(vi) Payment of contractors, vendors and other third parties (subject to such
payment being within the main head of budgeted amount as per Business
Plan);

(vii) Account to maintain such deposit so as to meet budgeted construction/

development costs for the next 6 (six) months;

(viii) Remaining amount for the sole benefit of the Borrower.

3.6 In case after completion of the Project, if the units are unsold for a period of
______, and the Lender’s Loan Amount or a part thereof stands outstanding, in
such a case the Lender shall have the right to acquire the unsold area in the
Project equivalent to the amount outstanding and shall have all the rights to sell
his share of area in the Project in order to recover his Loan Amount along with
the 12% interest. It maybe noted that this would be in addition to the 33%
revenue that is to be shared by the Borrower with the Lender.

4. OBLIGATIONS & REPRESNTATIONS OF THE BORROWER

4.1 The Borrower is vested with absolute ownership and clear and marketable title
to the Plot and is possession of the Plot. The right, entitlement, possession,
ownership and receivable of the Project is free from any existing / subsisting
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encumbrance whatsoever, except for the encumbrances as detailed in Annexure

____ to this Agreement.

4.2 The Borrower shall be responsible for the construction and development,
marketing and sale of units in the Project to the prospective purchasers and
agrees to comply with the conditions laid down in sanctioned building plans and
all other approvals to be obtained from the government authorities. The
Borrower shall design, construct, develop, market and sell the Project strictly in
accordance with applicable laws.

4.3 The Borrower shall be responsible for all the costs, expenses, taxes etc. to be
incurred for the development and construction of the Project on the Plot and the
Lender shall not be expected/ required to provide any funds in excess of the
Loan Amount. In case after the execution of this Agree, the Borrower is in need
of excess funds for construction/ development of the Project, the Borrower shall
make a written request to the Lender detailing the reasons for the said excess
funds. In case the Borrower is satisfied with the same, the Borrower shall
provide such funds at the same rate of interest. Further, in case the Borrower
grants any excess loan, the revenue share of the Lender in the Project shall be
increased from 33% to the ratio of the excess funds granted by the Lender.

4.4 The Borrower represents that he shall utilize the Loan Amount in the following
manner –

(a) Towards payment of the dues to NOIDA,

(b) Construction/ completion of the Project.

The Borrower shall not utilize the Loan Amount in any manner which is
contrary to the above, and shall at all times ensure that the Loan Amount should
be utilized in such a way so that the Project is completed as per the timelines as
agreed between the Parties.

4.5 During the subsistence of this Agreement, the Borrower shall not change the
shareholding of the company in any manner whatsoever, without the prior
written approval of the Lender.

4.6 It is further agreed by the Borrower that no director or relatives of the Borrower
shall withdraw any amount in any form from the Loan Amount for the payment
of salary, advances, purchase of any vehicle/goods or any other reason
whatsoever except for the purpose of construction of the Project.

4.7 The Borrower hereby represents that he shall permit the Lender to appoint a
Nominee Director who shall look into the day-to-day developments of the
Project. The Nominee Director appointed by the Lender shall have the power to
look into the books of accounts of the Borrower and also audit them as and
when he deems fit.

4.8 The Borrower further represents that the construction/ completion of the Project
is stalled only due to lack of adequate funds and there is no other impediment
whatsoever.

4.9 Furthermore, the Borrower represents that no part of the Project is subject to
any litigation and/ or transaction and/ or arrangement and/ or proceedings and/
or notice including by not limited to any income tax or wealth tax proceedings,
which might adversely affect the construction/ completion of the Project by the
Borrower.
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4.10 No person or government authority has raised any claim on account of any
purported or alleged security interest, claim, charge, encumbrance, lien, option,
right of pre-emption or other similar interest in or over the Project or any part
thereof.

4.11 The Borrower shall at all times comply with the terms and conditions of this
Agreement and shall get the Project completed within the time frame as detailed
in this Agreement.

4.12 The Borrower shall not create equitable mortgage or any other form of
mortgage or exclusive charge on the Project/ Plot and /or all receivables under
the Project to be developed under this Agreement.

4.13 The Borrower represents, confirms and acknowledges that it shall not commit
any acts, which might prejudice or damage the reputation of the Lender.

4.14 The Parties hereby undertake not to do any act, which may in any manner
contravene the terms and conditions of this Agreement.

4.15 Parties represent and warrant that they have the legal right to enter into this
Agreement and to perform their obligations hereunder and that there is no
contract, agreement or understanding with any person, partnership, or any other
entity restricting or preventing it from performing its obligations under this
Agreement.

5. EVENTS OF DEFAULT AND CONSEQUENCES OF DEFAULT

5.1 Notwithstanding any other right and remedy available under the applicable
laws, the following shall be construed as an ‘Event of Default’ on the part of the
Borrower:

(i) In case the Borrower fails to meet _____ consecutive

construction milestones as mentioned in Annexure ____ to this
Agreement, or within such extended time period that the Lender may at
its sole discretion provide to the Borrower; or

(ii) The Borrower fails to comply with or breaches any of their

obligations, representations and/or warranties provided under this
Agreement; or

(iii) In case there is any dispute/ litigation/ charge/ encumbrance

on the Project/ Plot, except the encumbrances provided in Annexure ___
to this Agreement; or

(iv) If any work for the Project and / or any right of the Borrower
on the Project / Plot is adversely impacted for more than ____ days due
to any reason whatsoever; or

(v) In case the Developer is unable to complete the Project

within the timelines as mentioned in this Agreement; or

(vi) Interruption of works for the Project for more than ___ days
due to any reason whatsoever; or

(vii) Change in shareholding of the Borrower, without prior

written approval from the Lender; or

(viii) Any other default/ breach committed by the Borrower.

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5.2 In case the Borrower commits any Event of Default, the Lender shall give a
______ day written notice to the Borrower specifying the default/ breach. In
case the Borrower does not rectify the said Event of Default within the said
period of _______ days, the Lender shall have the sole right and discretion to
take over the Project. The Borrower hereby represents, confirms and assures to
the Lender that in such an event, the Borrower shall execute all documents/
agreements etc. that may be necessary to enable the Lender to take over the
Project.

6. INDEMNITY

6.1 Without prejudice to the rights of the Lender under any other provision of this
Agreement or any other remedy available to the Lender under law or equity, the
Borrower shall indemnify, keep indemnified, defend and hold harmless the
Lender and its directors, officers, employees and agents against any and all
losses, expenses, claims, costs and damages suffered, arising out of, or which
may arise in connection with (i) any misrepresentation or any breach of any
representation or warranty by the Borrower contained in this Agreement; (ii)
any breach of or non-compliance with any covenant or obligation or any other
term of this Agreement, and (iii) any claims, demands, suits, litigation and
proceedings of any nature in respect arising on account of such non-compliance
by the Borrower or failure by the Borrower to fulfill its obligations arising out
of this Agreement, (iv) any impediment on the Plot and/ or the Project, and (iv)
any encumbrance, claims, demands, suits, litigation and proceedings of any
nature in respect of Plot or the Project or any title risk, lease risk or policy risk
emanating on the Project / the Plot.

7. FORCE MAJEURE

7.1 Any non-performance or delay in performance by any Party of any of its duties,
obligations or responsibilities under this Agreement, shall be excused if, and to
the extent that such non-performance or delay in performance is caused by
Force Majeure.

7.2 In case the Force Majeure event lasts longer than ____ days, the Parties will
mutually discuss and decide the future course of action.

“Force Majeure” shall mean the following events and circumstances to the
extent that they, or their consequences, have an effect described herein:

(i) act of God, including without limitation fire, storm, flood, earthquake or
lightning;

(ii) war, hostilities, terrorist acts, riots, civil commotion or disturbances,

change in governmental laws, orders or regulations adversely affecting
or preventing due performance by either party of its duties, obligations
or responsibilities under this Agreement;

(iii) strikes, lockouts or other concerted industrial action;

(iv) any other acts, occurrences, events or circumstances beyond the

reasonable control of the Party affected.

8. NOTICE

Unless otherwise stated, all notices, instructions and other communications for
the purposes of this Agreement shall be given in writing and may be given by e-
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mail, by personal delivery or by sending the same by courier addressed to the

Party concerned at the address stated below and, or any other address
subsequently notified to the other Parties for the purposes of this Clause and
shall be deemed to be effective in the case of personal delivery or delivery by
courier at the time of delivery:

To the Borrower –

For the attention of: [___________________]

Address: [___________________]
E-mail: [___________________]

To the Lender –

For the attention of: [___________________]

Address: [___________________]
E-mail: [___________________]

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 This Agreement shall be governed by, and construed in accordance with, laws of
India.

9.2 In the case of any dispute, controversy or claim arising out of or in connection
with this Agreement, including any question regarding its existence, validity,
interpretation, breach or termination, between any of the Parties such Parties
shall attempt to first resolve such dispute or claim through discussions between
senior executives or representatives of the disputing Parties.

9.3 If the dispute is not resolved through such discussions within 7 (seven) days
after one disputing Party has served a written notice on the other disputing Party
requesting the commencement of discussions, such dispute shall be finally
settled through arbitration in accordance with the Arbitration and Conciliation
Act, 1996 as in force on the date hereof or any subsequent amendment thereof.

9.4 The venue and seat of arbitration shall be __________ and the language of the
arbitration proceedings shall be English.

9.5 The arbitration proceedings shall be presided by a sole arbitrator to be appointed

by the Lender. The Parties agree and understand that the arbitrator so appointed
by the Lender shall be impartial and independent.

9.6 Each disputing Party shall co-operate in good faith to expedite the conduct of
any arbitral proceedings commenced under this Agreement.

9.7 The Parties shall be responsible to bear their respective costs and expenses in
relation to any such arbitration proceeding. The cost of the sole arbitrator shall
be shared between the Parties equally.

9.8 While any dispute is pending, the disputing Parties shall continue to perform
such of their obligations under this Agreement as do not relate to the subject
matter of the dispute, without prejudice to the final determination of the dispute.

9.9 Any decision of the sole arbitrator shall be final and binding on the Parties.
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9.10 Subject to the above, the courts at _______ shall have the exclusive jurisdiction
over all disputes under this Agreement.

10. CONFIDENTIALITY

10.1 This Agreement, its existence and all information exchanged between the
Parties under this Agreement or during the negotiations preceding this
Agreement are confidential to them and shall not be disclosed to any third party.
The Parties shall hold in strictest confidence, shall not use or disclose to any
third party, and shall take all necessary precautions to secure any confidential
information of the other Party. Disclosure of such information shall be
restricted, on a need to know basis, solely to employees, directors, auditors,
agents, advisors, consultants and authorised representatives of a Party or its
affiliate, who have been advised of their obligation with respect to the
confidential information. The obligations of confidentiality do not extend to
information which:

(i) is disclosed with the prior written consent of the Party who
supplied the information;

(ii) is, at the date this Agreement is entered into, lawfully in the
possession of the recipient of the information through sources other than
the Party who supplied the information except where the Party knows
that the source has this information as a result of a breach of a
confidentiality obligation;

(iii) is required to be disclosed by a Party or its affiliate pursuant to

applicable law or the rules or is required to be disclosed by any
Government or regulatory authority, to such Government or regulatory
authority, provided before such disclosure the Party disclosing shall duly
inform the other Parties;

(iv) is required to be disclosed pursuant to judicial or regulatory

process or in connection with any judicial process regarding any legal
action, suit or proceeding arising out of or relating to this Agreement,
after giving prior notice to the other Parties; or

(v) is generally and publicly available, other than as a result of

breach of confidentiality by the person receiving the information.

11. MISCELLANEOUS

11.1No Partnership

This Agreement is on a principal-to-principal basis. Nothing contained in this

Agreement shall constitute or be deemed to constitute an agency or partnership
or association of persons between the Parties hereto. Parties under this
Agreement shall be bound for their separate and specific responsibilities, rights,
liabilities and obligations and shall be independently entitled to their respective
benefits and entitlements as provided under this Agreement.

11.2Variation

No variation of this Agreement shall be binding on any Party unless such

variation is in writing and signed by each Party.

11.3Severability
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If any provision of this Agreement shall be determined to be void or

unenforceable under applicable laws, such provisions shall only to the extent
necessary to conform to the applicable law be deemed to have been deleted but
all the remaining provisions of this Agreement shall remain valid and
enforceable as applicable at the time of execution of this Agreement. It is
mutually agreed between the Parties that the void or unenforceable provision of
this agreement shall be replaced with another legally valid provision such that it
reflects the intent of the Parties as was captured under the void/unenforceable
provision, to the closest extent possible.

11.4Waiver

No waiver of any breach of any provision of this Agreement shall constitute a

waiver of any prior, concurrent or subsequent breach of the same or of any other
provisions hereof, and no waiver shall be effective unless made in writing and
signed by an authorized representative of the waiving Party.

11.5Specific Performance of Obligations

The Parties to this Agreement agree that, to the extent permitted under
applicable law, the rights and obligations of the Parties under this Agreement
shall be subject to the right of specific performance and may be specifically
enforced against a defaulting party. The Parties acknowledge that any breach of
the provisions of this Agreement will cause immediate irreparable harm to the
adversely affected party for which any compensation payable in damages shall
not be an adequate remedy. Accordingly, the parties agree that the affected party
shall be entitled to immediate and permanent injunctive relief, specific
performance or any other equitable relief from a competent court in the event of
any such breach or threatened breach by any other Party. The Parties agree and
covenant unequivocally and unconditionally that the affected party shall be
entitled to such injunctive relief, specific performance or other equitable
remedy. The affected Party shall, notwithstanding the above rights, also be
entitled to the right to any remedies at law or in equity, including without
limitation the recovery of damages from the defaulting party. The right of
specific performance as provided herein and as may be available under
applicable law shall be notwithstanding any other right remedy available under
applicable law or this Agreement including the indemnity as provided in Clause
6 above.

11.6Successors and Assigns

This Agreement shall ensure to the benefit of and be binding upon each of the
Parties and their respective successors and permitted assigns.

11.7Authorization

The persons signing this Agreement on behalf of the respective Parties represent
and covenant that they have the authority to sign and execute this document on
behalf of the Parties for whom they are signing.

11.8Counterparts

This Agreement shall be executed in two parts and both the Parties shall keep a
copy of the same in their respective custody.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
day first above written.
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(LENDER) (BORROWER) (CONFIRMING PARTY)

Witnesses:
1 2.

Name: Name:
Father’s Name: Father’s Name:
Address: Address: