Tata Motors Finance Limited, a company incorporated under the provisions of the

Companies Act, 1956 having its Registered Office at Nanavati Mahalaya, 18, Homi Mody
Street, Hutatma Chowk, Mumbai 400 001, and interalia having its office at DGP House, 4th
Floor, Old Prabhadevi Road, Mumbai 400 025 (hereinafter referred to as the Lender
which expression shall, unless repugnant to the context or meaning thereof, be deemed to
mean and include its successors and assigns) of the FIRST PART;

AND

The Borrower, the details whereof are given at Serial No. 1 respectively of Annexure 1
and/ or, as the case may be, of Annexure 1.1 of this Loan Agreement of the SECOND
PART;

The expression Borrower shall, unless repugnant to the context or meaning thereof, be
deemed to mean and include:

(i) in case the Borrower is a company incorporated under the companies Act, 1956, its
successors and permitted assigns;

(ii) in case the Borrower is a partnership firm formed under the Partnership Act, 1932, the
partners for the time being and the legal heirs, executors and administrators of last
such surviving partner;

(iii) in case the Borrower is a sole proprietorship, the sole proprietor and his/ her heirs,
administrators and executors and legal representatives;

(iv) in case the Borrower is a joint Hindu Undivided Family, the Karta and any or each of
the adult members of the HUF and their survivor(s) and his / her / their respective
heirs, legal representatives, executors, administrators and permitted assigns;

(v) in case the Borrower is the Governing Body of a Society, respective successors of the
members of the Governing Body and any new members elected, appointed or co-
opted;

(vi) in case the Borrower is a Trust, the Trustee or Trustees for the time being hereof and
their successors and assigns;

(vii) in case the Borrower is an individual, his/ her respective heirs, administrators and
executors;

AND

The Guarantor, the details whereof are given at Serial No. 2 respectively of Annexure 1
and/ or as the case may be of Annexure 1.1 of this Loan Agreement of the THIRD PART.

The expression Guarantor shall, unless repugnant to the context or meaning thereof, be
deemed to mean and include:

1
(i) in case the Guarantor is a company incorporated under the companies Act, 1956, its
successors and permitted assigns;

(ii) in case the Guarantor is a partnership firm formed under the Partnership Act, 1932,
the partners for the time being and the legal heirs, executors and administrators of last
such surviving partner;

(iii) in case the Guarantor is a sole proprietorship, the sole proprietor and his/ her heirs,
administrators and executors and legal representatives;

(iv) in case the Guarantor is a joint Hindu Undivided Family, the Karta and any or each of
the adult members of the HUF and their survivor(s) and his / her / their respective
heirs, legal representatives, executors, administrators and permitted assigns;

(v) in case the Guarantor is the Governing Body of a Society, respective successors of the
members of the Governing Body and any new members elected, appointed or co-
opted;

(vi) in case the Guarantor is a Trust, the Trustee or Trustees for the time being hereof and
their successors and assigns;

(vii) in case the Guarantor is an individual, his/ her respective heirs, administrators and
executors;

(The Borrower and the Guarantor are collectively referred to as the Obligors).

WHEREAS:

A. The Obligors have approached the Lender with a request to grant a loan facility to the
Borrower, for the purchase of a Vehicle and/or the Construction Equipment
(hereinafter referred to as the Purchased Assets) the details of which are set at
Serial No. 3 of Annexure 1 and/or a Body Building on Chassis of Vehicle, as the
case may be, (hereinafter referred to as the Body Building Assets), the details of
which are set at Serial No. 3 of Annexure 1.1, and the Lender has agreed to lend to
the Borrower the required sum on certain terms and conditions hereinafter mentioned,
including inter alia that the Borrower shall hypothecate and charge the Purchased
Assets and the Body Building Assets (hereinafter collectively referred to as the
Assets) to be owned and belonging to the Borrower in favour of the Lender.

B. The Lender has agreed to extend the loan facility to the Borrower, on the faith of the
undertakings, representation and warranties made by the Obligors (as more
particularly stated hereinafter) and that the Borrowers proposal to use the Asset is for
its/his operational needs in the ordinary course of its/his/her/their business.

NOW IT IS HEREBY AGREED AND DECLARED BETWEEN THE LENDER AND

THE BORROWER/GUARANTOR HERETO AS FOLLOWS:

1. DEFINITION AND INTERPRETATION

1.1 For the purposes of this Agreement, the following words and expressions shall, unless
the context otherwise requires, have the following meaning:

2
 (a) Body Building on Chassis of Vehicle shall mean the process of
constructing the body and interiors of a vehicle, usually in the nature of a truck
or a bus or other commercial vehicle.

(b) Body Builder shall mean the person or entity whose services the Borrower
shall avail of for the purpose of Body Building on Chassis of Vehicle. The
details of the Body Builder are set out in Serial No. 3(e) of Annexure 1.1
hereto.

(c) Construction Equipment shall mean certain heavy/ light equipment and
machinery, including new or used, used in construction activities and/or
industrial work/ mining, infrastructure development projects and/or other
application acceptable to the Lender, which construction equipment is to be
owned by the Borrower in respect of which the Loan (defined below) is to be
made by the Lender hereunder.

(d) Repayment Schedule shall means the repayment schedule(s) in respect of

the Loan under this Agreement, as more particularly set out in Serial No.6
respectively of Annexure 1 and/or as the case may be, of Annexure 1.1 hereto.

(e) Seller shall mean the seller from whom the Borrower shall acquire the
Purchased Asset by utilising the Loan granted by the Lender to the Borrower.
The details of the Seller are set out in Serial No. 3(e) of Annexure 1 .

(f) Vehicle shall mean the motor vehicle, including new or used, passenger car,
two wheeler, commercial vehicle and/ or multi-axle vehicle owned by the
Borrower in respect of which the said Loan is to be granted by the Lender for
the purpose of Body Building on Chassis of Vehicle or to be acquired and
owned by the Borrower from the Seller in respect of which the Loan is to be
granted by the Lender hereunder including the accessories thereto such as a
tape recorder, air conditioner, air cooler, fans, tools etc.

1.2 The division of this Agreement into articles, sections, paragraphs and subparagraphs
and the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Agreement.

1.3 References to any gender includes any other gender, the plural shall include the
singular and bodies corporate shall include unincorporated bodies and (in each case)
vice versa.

1.4 Reference to any statute, enactment, ordinance, order, regulation or other similar
instrument shall be construed to include a reference to the statute, enactment,
ordinance, order, regulation or instrument as from time to time amended, extended,
re-enacted or consolidated; and all statutory instruments, orders, regulations or
instruments made pursuant to it.

1.5 Unless the context otherwise requires, those provisions contained in this Agreement
which relate to any subject matter of which there are more than one shall apply
severally to each.

3
1.6 Clauses, Sections, Pages, and the Schedules referenced by name shall refer to the
Clause, Section, Page, or the Schedule having the title referred to.

1.7 Where a word or phrase is defined, other parts of speech and grammatical forms of
that word or phrase shall have corresponding meanings.

1.8 The words include, including and in particular shall be construed as being by
way of illustration only and shall not be construed as limiting the generality of any
foregoing words;

1.9 Each Annexure when executed shall form an integral part of this Agreement.
Annexure 1 shall be referred to and relied upon in the event the loan hereunder is
proposed to be taken for the purpose of acquiring Purchased Assets and Annexure 1.1
shall be referred to and relied upon in the event the loan hereunder is proposed to be
taken for the purpose of Body Building on Chassis of vehicle. It is hereby clarified
that in the event only one of the aforesaid Annexures 1 or 1.1 have been filled in, it
shall mean that the loan hereunder has been taken by the Borrower for the purpose
relating to the relevant Annexure.

1.10 When there is more than one Borrower / Guarantor, the term Borrower /
Guarantor shall include all such Borrower including Co-Borrower / Guarantor and
the grammar in this Agreement shall be deemed to have been appropriately modified.

2. LOAN AND DISBURSEMENT:

2.1 The Lender has agreed to lend to the Borrower and the Borrower agrees to borrow
from the Lender on the terms and conditions contained herein the amount as set out at
Serial No. 4(a) respectively of Annexure 1 for the purchase of any one or more of
the Purchased Assets and/ or, as the case may be, of Annexure 1.1 for the purpose of
Body Building on Chassis of Vehicle. The total cost of the Purchased Assets is as set
out at Serial No. 3(f) respectively of Annexure 1 and/ or, as the case may be, the total
cost of Body Building on Chassis of Vehicle of Annexure 1.1. The total amount
disbursed by the Lender to the Borrower under this Loan Agreement, whether for
purchase of a Purchased Asset and/ or for Body Building on Chassis of Vehicle, is
hereinafter collectively referred to as the Loan. The purpose for which the
Borrower shall utilise the Purchased Asset is mentioned in Serial No. 3(h) of
Annexure 1 to this Loan Agreement and/ or, as the case may be, the purpose for
which the Borrower shall use the Body Building Assets is mentioned in Serial No.
3(h) of Annexure 1.1 to this Loan Agreement. The Lender may (in its discretion)
disburse the amounts directly to the Seller/Borrower/Body Builder. In the event the
Seller has availed of any facility from its bankers/ financiers, the disbursement may be
made directly to such bankers/ financiers of the Seller. Such a disbursement shall be
deemed to be a disbursement to the Borrower under this Agreement.

3. REPAYMENT AND INTEREST:

3.1 The Borrower shall repay to the Lender the Loan, together with accrued interests
applicable thereon to be determined from the date of disbursement, as and by way of
periodical installments as computed by the Lender from time to time
(Installments) and all other amounts due and payable by the Borrower to the
Lender from time to time on the respective due dates in accordance with the

4
 repayment schedule (Repayment Schedule) as set out at Serial No.6 respectively
of Annexure 1 and/or as the case may be of Annexure 1.1 hereto. The Repayment
Schedule shall inter alia contain the monthly instalments and the repayment tenure
(Repayment Tenure) as computed by the Lender from time to time. The
Repayment Schedule shall be subject to such revisions as may be carried out by the
Lender in its sole discretion from time to time. In respect of the revisions to be
carried out in the Repayment Schedule on account of revision of interest rate in
accordance with the provisions of Clause 3.2 below, it is agreed that on account of
such revisions, the Repayment Tenure shall be subject to such changes as may be
required to give effect to the variation of interest and the amount of the monthly
installment shall not be varied. The part of the Loan taken by the Borrower for the
purchase of the Purchased Assets/ Body Building on the Chassis of Vehicle shall be
repaid by the Borrower in Instalments as set out in Serial No.6 respectively of
Annexure 1 and/or as the case may be of Annexure 1.1 hereto. The Installments
shall be paid on the respective due dates by honouring the Inchoate and/ or, as the
case may be, the post-dated cheques delivered by the Borrower to the Lender
irrespective of whether the Asset(s) has/ have been delivered by the Seller and/ or, as
the case may be, the Body Builder to the Borrower or not or whether or not the said
Asset(s) is/ are in use by the Borrower or whether the Asset(s) is/ are damaged. The
Obligors hereby jointly and severally agree and undertake that the payment of the
Installments shall not be stopped for any reason whatsoever. The Obligors shall be
estopped in law from taking the plea that on the date this Agreement was signed the
exact details of the Assets were not available for any reason whatsoever including,
without limitation, that the delivery has not occurred.

3.2 The interest shall be payable currently at the rate set out in Serial No.4(b) respectively
of Annexure 1 and/or as the case may be, of Annexure 1.1 and shall be charged
from the date of disbursement of the Loan under this Agreement. However, the
Lender may, in its sole discretion would be entitled to modify, review and vary the
rate of interest from time to time, to give effect to any revision of interest rate,
whether upwards or downwards, in respect of the Loan. The Lender shall declare and
display such revision in its rate of interest and the same shall be declared and
announced on its website and displayed / notified on notice boards at its various
branches. Such revised rate of interest shall be applicable for prospective period from
the date of such an announcement and then in such an event interest would be payable
by the Borrower at the revised rate of interest. The Borrower shall keep
himself/herself / itself advised of the variations from time to time. The Borrower shall
in addition, pay and/or reimburse to the Lender, as the case may be, interest tax and
any other tax or other levy as may be levied on, or in respect of, interest payments
under these presents. The Borrower acknowledges, agrees and confirms that the
Borrower shall not dispute the same or raise any objection with regard to the payment
of the Interest and charges and the amount of such Interest and charges. The
Borrower acknowledges that the Borrower has understood the method of computation
of interest and the Installments by the Lender and shall not dispute the same.

3.3 The Borrower hereby confirms that the expected date of delivery of the Purchased
Assets/ Body Building Assets is as set out respectively at Serial No. 3(g) of the
Annexure 1 and Annexure 1.1 hereto. In the event the Borrower requests the
Lender to cancel the Loan because of non-delivery of the Purchased Asset by the
Seller / Body Building Assets by the Body Builder to the Borrower in time, the

5
 Borrower shall, in addition to any other charges payable by the Borrower under this
Loan Agreement, also be liable to pay to the Lender cancellation charges as set out
respectively at Serial No. 8(d) of Annexure 1 and Annexure 1.1.

3.4 It is hereby clarified that in the event the Loan is so cancelled by the Lender at the
request of the Borrower after disbursement thereof either to the Borrower or to the
Seller and/ or, as the case may be, the Body Builder, the Obligors shall be liable to
repay the Loan as per the terms and conditions contained in this Loan Agreement
along with Interest and all other applicable charges as mentioned in this Agreement.

4. All monies payable by the Borrower to the Lender shall be payable at Mumbai or
such other place(s) as may be specified by the Lender in writing from time to time. In
addition to the PDCs, the Borrower may be permitted to make payments through
telegraphic, electronic credit scheme as notified by RBI/ direct debit from Borrowers
bank account or mail transfer to the account of the Lender or bank draft drawn in
favour of the Lender, and drawn on a scheduled bank at Mumbai or such other place
as the Lender may require, and shall be so paid so as to enable the Lender to realise, at
par at Mumbai or such other place as the Lender may require, the amount on or before
the respective due date. All such monies payable shall be deemed to be received by
the Lender at Mumbai.

5. PRE-PAYMENT OF LOAN:
5.1 Any time after the disbursement of the Loan, the Borrower may foreclose the Loan after giving
7 working days irrevocable notice in writing to the Lender. The Lender may at its sole
discretion waive the said notice period. The foreclosure value will be calculated so as to
include the balance principal and all interest and charges accrued till the end of the month in
which such foreclose is effected along with penalty of the amount set out under Annexure 1
(Pre-payment Penalty) on the entire outstanding value of the Loan . The Lender shall be
entitled to amend the Pre-payment Penalty from time to time.

It is expressly understood by and between the parties that the Lender will not provide an
option to make part-closures of the loan during the tenor of the loan. Any excess payment
made by the borrower over and above the value due at any time during the tenor of the loan
will be held in suspense under the said account (as excess) by the Lender. Such excess
payment held by the Lender will not accrue any interest. The Lender may apportion the said
amount against any future /past dues on the said account/ any account held by the Borrower
that may remain unsettled by the Borrower for any reason.

6. REPAYMENT BY CHEQUES
6.1 The Borrower agrees to deliver to the Lender post dated cheques in favour of the
Lender in respect of the repayment of Instalments payable in respect of the loan
facility. The number of such cheques shall be equal to the Instalments payable by the
Borrower. The Lender may, in its absolute and sole discretion and without prejudice
to its rights under this Loan Agreement or otherwise at equity or in Law, grant a
moratorium to the Borrower as provided at Serial No. 4(c) of Annexure 1 and/ or as
the case may be, at Serial No.4(b) of Annexure 1.1.

6.2 In the event that the Borrower does not deliver to the Lender post dated cheques in
respect of all the Instalments payable by the Borrower to the Lender in settlement of
the Borrowers dues to the Lender under the Agreement at the same time and chooses
to do so in instalments, the Borrower agrees that the Borrower shall deliver to the

6
 Lender together with the post dated cheques which the Borrower delivers in the initial
instalment one or more (as may be required by the Lender) additional undated,
inchoate and duly signed cheque with the Lender named as the payee therein.

6.3 At least [one] month prior to the date on which the last post dated cheque already
delivered by the Borrower to the Lender becomes due for payment, the Borrower
agrees to deliver to the Lender the next set of post dated cheques in respect of balance
Instalments payable by the Borrower to the Lender in settlement of the Borrowers
dues to the Lender under the Agreement. In the event that the Borrower at this stage
also does not deliver to the Lender the post dated cheques in respect of all the balance
Instalments payable by the Borrower to the Lender in settlement of all the dues of the
Borrower to the Lender and chooses to do so in further instalments, the Borrower
agrees that the Borrower shall deliver to the Lender together with the post dated
cheques which the Borrower delivers in the next instalment one additional undated,
inchoate and duly signed cheque with the Bank named as the payee therein.

6.4 In the event that the Borrower chooses to deliver the post dated cheques to the Lender
in instalments, and the Borrower does not deliver to the Lender the said post dated
cheques and the additional undated, inchoate and duly signed cheque with the Lender
named as the payee on or prior to the due date, the Borrower agrees that on such
default in the delivery of such post dated cheques, the entire outstanding amount
under this Loan Agreement shall become due and payable immediately by the
Borrower and the Borrower hereby unconditionally and irrevocably authorises the
Lender to fill such additional undated, inchoate and duly signed cheque by the
Borrower with such aggregate amount as would equal the entire balance amount
outstanding in respect of the Loan and insert any such date after the date on which the
Borrower has defaulted in delivering the balance post dated cheques and present the
same for payment

6.5 The Borrower hereby agrees, acknowledges and confirms that the Borrower has
agreed to issue the said inchoate cheques voluntarily in discharge of an existing debt
owed by it to the Lender and that the same are not proposed to be issued as and by
way of a security for any purpose whatsoever. The Borrower further agrees,
acknowledges and confirms that the said inchoate cheques are intended to be used by
the Lender to recover the debts owed by the Borrower to the Lender at any time as the
Lender may consider fit and proper and hereby unconditionally and irrevocably
authorises the Lender for the said purpose.

6.6 The Borrower hereby unconditionally and irrevocably authorises the Lender to fill
one or more of the cheques delivered to the Lender for an aggregate amount not
exceeding the maximum amount due by the Borrower to the Lender under the terms
of the Agreement without notice to the Borrower in this behalf. The Borrower hereby
acknowledges and confirms that the Loan has been granted to the Borrower on the
condition that the Borrower has unconditionally and irrevocably given the Lender the
authority to insert the date and amount in the aforesaid cheques and present the same
for payment on the due date. In the absence of such authority having been given by
the Borrower to the Lender, the Lender would not have granted the loan facility to the
Borrower. The Borrower hereby confirms that the Lender is entitled, in its sole
discretion, to use one or more of such cheques for the said purpose as it may deem fit
and proper. In the event the inchoate cheques issued by the Borrower pursuant to this

. 7
 Agreement stand exhausted, the Borrower undertakes to issue fresh cheques to the
Lender.

6.7 The Borrower hereby further acknowledges and confirms that the Borrower is aware
of the fact that any dishonour of any cheque, whether post-dated or inchoate, so issued
by the Borrower and presented by the Lender for payment would constitute an offence
under Section 138 of the Negotiable Instruments Act, 1881.

6.8 The Borrower hereby further agrees, acknowledges and confirms that the authority
given by the Borrower to the Lender under the Agreement to fill in the details of the
inchoate cheques including the amounts payable is as permitted under the provisions
of Section 20 of the Negotiable Instruments Act, 1881 and the same does not amount
to an alteration of the said cheque(s) by the Lender. The Borrower however agrees
and confirms that in the event the acts of the Lender in filling the cheques as aforesaid
are construed by any court, tribunal, authority or other person or forum, judicial,
quasi-judicial, non-judicial, governmental, semi-governmental or non-governmental
to be an alteration within the meaning of the Negotiable Instruments Act, 1881:

(a) The Borrower hereby expressly provides the Borrowers consent for such an
alteration and hereby confirms that by reason of such alteration, the cheques
shall/ should not be construed to be void or otherwise unenforceable and the
Borrower hereby unconditionally agrees and accepts to honour such cheques
when presented for payment.

(b) The Borrower hereby confirms that such alteration is made to record the
common intention of the Lender and the Borrower, which common intention is
to fill in the cheque(s) the amounts due by the Borrower to the Lender and to
present the same for payment on such dates as the Lender may in its absolute
and sole discretion decide.

6.9 In this regard the Borrower hereby also irrevocably nominates, constitutes and
appoints the Lender acting through any of its officers, agents as their true and lawful
attorney for the Lender on their behalf and their cost and risk to do, execute and
perform all or any of the following acts, deeds, matters and things that is to say :-

(a) To appoint or engage any agent, courier agencies, correspondent banks for
ensuring safe holding of cheques and having the same picked up, processed
and cleared at the Borrowers risks and costs.

(b) And generally to do, perform and execute all acts, deeds, matters and things
relating to or concerning or touching the repayment of the Loan.

(c) For the better doing, performing and executing all the matters and things
aforesaid, the Borrower hereby further grants unto the said Lender full power
and authority to substitute and appoint in its place and stead on such terms as
it may think fit one or more attorney/s to exercise for the Borrower as the
Borrowers attorney/s any or all the powers and authorities hereby conferred,
to revoke any such appointments and to substitute or appoint any other
person/s in place of such attorney/s as Lender may from time to time think fit.

8
 (d) These irrevocable grant of powers by the Borrower to the Lender are for
consideration coupled with interest and for that purpose and extent shall be
governed by Sec.202 of the Indian Contract Act.

(e) The Borrower hereby further agrees to ratify and confirm all and whatsoever
that the Lender shall do or cause to be done in or about the premises by virtue
of the powers herein given.

(f) The Borrower confirms that the authority and powers hereby given to the
Lender is for a consideration and is irrevocable under Section 202 of the
Indian Contract Act, 1882 and such authority/power shall survive the
death/winding up/dissolution of the Borrower. Further, the Borrower
undertakes to honour all the cheques when presented for payment by the
Lender and not to take any steps, which in any way are likely to affect the
payment thereunder to the Lender.

6.10 The Borrower further confirms and undertakes that the Borrower shall honour all such
cheques as and when presented by the Lender for payment and shall ensure that
sufficient funds are available in the said account held with the drawee bank to enable
the said payments.

6.11 The Borrower further undertakes not to take any steps, which in any way are likely to
affect the payment thereunder to the Lender including without limitation any stop
payment instructions. Further, the prior written consent of the Lender shall be
required by the Borrower for changing in the authorised signatories for the relevant
bank account(s) of the Borrower. In the event that the Borrower so changes the
authorised signatories for its relevant bank account(s), the Borrower shall either give
unconditional and irrevocable instructions to the bank on whom the said cheques have
been drawn to clear and honour all cheques (details of which shall be provided to the
Lender in full details) bearing the signatures of the authorised signatories before the
change or, in the alternative, the Borrower shall issue fresh undated, inchoate and duly
signed cheques to the Lender bearing the signatures of the new authorised signatories.

6.12 As and when called upon by the Lender, the Borrower shall provide at each instance
fresh Post Dated Cheques and such other cheques drawn in the name of the Lender or
in such other name as may be intimated by the Lender for effecting payments of any
sums payable by the Borrower under this Loan Agreement;

6.13 The Lender shall not in any way be responsible for delay, omission, or neglect in
encashment, damage, or loss of any PDCs and/or cheques for any reasons whatsoever,
and shall not be liable to pay the proceeds to be held by the Lender;

6.14 If any one or more than one or all the Post Dated Cheques / cheques delivered to the
Lender by the Borrower:

(i) is/are lost, destroyed or misplaced while in custody of the Lender or its agents,
or

(ii) becomes non-encashable due to any reasoning including death, insolvency,

lunacy, termination of authority or otherwise of the authorised signatory or

9
 any one or more of the authorised signatories (if more than one) of the
Borrower or liquidation or any moratorium of the drawee bank;

then in that event, the Borrower/the Borrowers executors/heirs/successors shall,

within 4 (four) working days of receipt of any intimation of such loss, destruction or
non-encashment of such cheques or misplacement (as the case may be) from the
Lender or immediately on such cheques or any of those being or becoming non-
encashable due to any reason including the reasons mentioned hereinabove,
immediately deliver to the Lender such numbers of fresh Post Dated Cheques and/or
other cheques to replace such cheques. The replacement cheques shall be drawn in the
manner mentioned in this Agreement or as directed by the Lender. Any non-
presentation on the part of the Lender of any PDCs or other cheques (due to any
reason whatsoever) shall not in any manner affect the liability of the Borrower to
repay the Loan or its other obligation under this Agreement.

6.15 The Borrower shall not give any instructions to the Lender, to not deposit or
otherwise to not to encash any or all of the Post Dated Cheques and/or other cheques
given by it. In the event of the Borrower or any other person on behalf of the
Borrower giving such instructions, then it shall be presumed that the same was done
to avoid prosecution under the provisions of the Negotiable Instruments Act, 1881.
Any dishonour of the PDCs and/or cheques or their being returned unpaid for any
reason shall give rise to the presumption that, the Borrower from the very inception
had no intention to honour the PDCs and/or cheques and the same have been given
with a malicious intention to fraudulently obtain the Loan and the Borrower shall be
liable to be prosecuted under the provisions of any law applicable in this regard.

6.16 The Borrower shall have and shall maintain sufficient balance in the account of the
drawee bank for payment of PDCs and/or other cheques issued by the Borrower on
and immediately prior to the due date when the relevant PDC and/or cheque becomes
mature and payable and thereafter to honour any such PDCs and/or other cheques.

6.17 No notice, reminder or intimation shall be required to be given by the Lender to the
Borrower prior to the presentation of any PDC to the drawee banks for encashment
thereof.

6.18 In the event of dishonour of PDCs and/or cheques issued by the Borrower, the
Borrower shall be liable to a flat charge separately for each dishonour of PDC and/or
cheque so issued by the Borrower. In case of dishonouring / non-payment on the
second presentation, a further charge would be levied (Dishonour Charges). The
quantum of the Dishonour Charges is set out respectively in Serial No. 8(b)of
Annexure 1 and/ or, as the case may be of Annexure 1.1. The levy of Dishonour
Charges is without prejudice to the rights of the Lender under chapter XVII of the
Negotiable Instruments Act, 1881 and any other laws.

7. METHOD OF APPROPRIATION:
7.1 Unless otherwise agreed to or decided by the Lender, any payment due and payable
under this Loan Agreement and when received by the Lender shall be appropriated
towards the dues in the following order viz:

(a) Cost, charges, expenses and other monies;

10
 (b) Interest on cost, charges expenses and other monies;
(c) Delayed Payment Charges, if any;
(d) Interest payable in terms of this Loan Agreement; and
(e) Repayment of installment of principal amount as due and payable under this
Loan Agreement.

The Borrower shall continue to be liable for any deficiency in the amount due to the
Lender by the Borrower after adjustment of the net proceeds of sale, realization,
recovery and/or insurance claim as above. The Borrower agrees, that notwithstanding
any specific instructions issued by the Borrower, the Lender shall have absolute
discretion to appropriate any payments received from the Borrower / net proceeds of
sale, realisations, insurance claim proceeds relating to the said Asset herein, towards
the dues of the Borrower / Guarantor under any other agreements with the Lender.

8. NON-REFUNDABLE AMOUNT:
8.1 The Borrower shall make to the Lender an upfront payment in the amount set out
respectively in Serial No. 8(a) of Annexure 1 and/ or, as the case may be, of
Annexure 1.1 hereto simultaneous with the execution of this Loan Agreement,
which payment would be non-refundable and utilised by the Lender to meet its costs
and expenses.

9. OBLIGORS UNDERTAKING AND OBLIGATIONS:

9.1 Each of the Obligors hereby further agrees and undertakes that:

(a) the Borrowers liability and obligations to repay the amounts of the Loan,
interest thereon, Delayed Payment Charges, costs, fees, charges, expenses and
all other monies as may be payable under this Loan Agreement shall be
absolute and unconditional and the Borrower shall pay to the Lender the same,
regardless of any circumstances and disputes, and with time being the essence
of the contracts;

(b) the computation/ fixation of the Instalments has been effected without
prejudice to the right of the Lender to recompute the interest payable on the
basis of the rate of the interest as may be stipulated from time to time;

(c) The liability of the Obligors to repay the said Loan together with interest and
all amounts due under the terms of this Agreement and to observe the terms
and conditions of this Agreement and any other documents that may have been
or may be executed by the Obligors with the Lender in respect of the said
Loan is joint and several.

(d) The Borrower shall, at the Borrowers own cost:

(i) obtain and do all that is necessary to maintain in full force and effect
all authorizations, approvals, consents, insurance, licenses, permissions
and renewals required in or by the laws of India in relation to this
Agreement and the Asset;

11
 (ii) use the said Asset only for the purpose stated in this Agreement and for
no other purpose whatsoever;

(iii) get the Asset registered with the appropriate authority under the Motor
Vehicles Act, 1988 (where applicable) within 30 days at such locations
as may be permitted by the Lender from time to time and shall not to
transfer the registration of the Asset to any other place;

(iv) inform the Lender in writing of any theft or damage to the Asset,
lodging of any claim whatever with any insurance company in respect
of the Asset and such writing shall be delivered to the Lender within 3
working days of such damage or lodgment of claim;

(v) inform the Lender of any loss, destruction or misplacement of the

Registration Book of the said Asset (where applicable) or the Insurance
Policy relating to the said Asset (where applicable) immediately on
occurrence of such loss, destruction or misplacement;

(vi) not apply for any duplicate Registration Book for the Asset otherwise
than by delivering the application therefore to the Lender for endorsing
its charge on the Asset;

(e) The Borrower shall do and execute or cause to be done and executed at its
costs and expenses all such acts, deeds, assurances, matters, and things as may
be required by the Lender for further assuring and confirming the security
created herein and the rights, powers and remedies hereby conferred. All
remedies of either party under this Agreement whether provided herein or not
are cumulative and not in the alternative and may be enforced successively or
concurrently.

(f) The Borrower agrees and undertakes to keep and maintain in good and
marketable condition the Asset at the Borrowers own expense and replace all
such parts whether broken or damaged, as are the normal practice adopted for
the maintenance of the Asset. The Borrower expressly agrees to engage
mechanics, dealers, service facilities expressly authorized by the manufacturer
of the Asset to effect repairs and to service the Asset. The Borrower expressly
agrees that any dealer for the Asset, by or through whom this transaction may
have been introduced, negotiated or conducted shall not be deemed to be an
agent of the Lender and that the Lender shall not be liable for any
representations or statements made by such dealer to the Borrower.

(g) The Borrower agrees that the Lender shall not be responsible for delay of
delivery, or non-delivery, or for lost, stolen, seized, accidents of the Asset, or
any defect, damage, or quality of the Asset. It is further agreed that the Lender
shall not be responsible or liable even if there is a defect or dispute of any
nature in the title or ownership of the said Asset (even if the Asset is found to
be stolen).

(h) If the Borrower fails to comply with any of the terms of this Agreement, the
Lender may (without having the obligation to do so and without prejudice to

12
 its rights) take such steps as it may deem fit to keep and maintain the Asset or
insure or renew such insurance at the Borrowers costs, charges and expenses,
which shall be reimbursed by the Borrower on demand by the Lender.

(i) The Borrower shall utilise the Loan only for the purposes permitted under this
Agreement and for no other purpose;

(j) the Obligors shall pay to the Lender the Installments and all other monies as
and when becoming due and payable under this Loan Agreement. If the
Obligors fail to pay any monies when due or which may be declared to be due
prior to the date when it would otherwise have become due, or commit any
default under any agreement or arrangement entered into with the Lender
(including this Loan Agreement) or any of its affiliates under which the
Obligors are enjoying any financial / credit / other facility, then in such event
the Obligors shall be liable pay to the Lender, without any demur or protest,
delayed payment charges as set out in Serial No.8(g respectively of Annexure
1 and/or as the case may be of Annexure 1.1 hereto per month on the
outstanding/defaulted installments (Delayed Payment Charges) till
payment to or realisation by the Lender. This liability of the Borrower to pay
the Delayed Payment Charges shall be without prejudice to any other
liabilities of the Obligors and the other rights and remedies available to the
Lender including without limitation the declaration of an event of default. The
aforementioned charge shall not affect the obligation of strict compliance with
the payment of the Installments on the respective due dates as the same is an
essential condition for the grant of the said Loan;

(k) the Lender shall, without prejudice to any of the specific rights (accruing to it
or such of its affiliates) under each of such agreements, be absolutely entitled
to exercise all or any of its rights including under common law and under any
of the such agreement (including this Loan Agreement) with the Lender
including the right of set off;

(l) the Obligors shall have no right to set-off (whether under law or contract or
otherwise) and accordingly they shall not exercise or attempt to exercise any
right of set-off or any other right against the Lender (or any of its affiliates or
agents) which in any manner impairs or may impair the right of the Lender (or
any transferee or assignee of the Lender or any person claiming through the
Lender) to receive the Installments and/or other amounts due which otherwise
would have been payable and received by the Lender (or any transferee or
assignee of the Lender or any person claiming through the Lender) under this
Loan Agreement and such right of the Lender (or any transferee or assignee of
the Lender or any person claiming through the Lender) shall at all times be
and remain unimpaired; and

(m) the Installment, Delayed Payment Charges, Dishonour Charges and other fees
and charges mentioned in Serial No. 8 respectively of Annexure 1 and/ or, as
the case may be, of Annexure 1.1 of this Agreement are subject to change at
the sole discretion of the Lender and the Lender shall not be bound to take any
prior consent of the Obligors regarding the same.

13
 (n) The RTO taxation book (if applicable) shall be properly maintained by the
Obligor and upon demand by the Lender, the Obligor shall allow inspection
thereof to the Lender and/or its authorised representatives for ascertaining that
the Obligor has paid all the necessary taxes etc. as required and that there are
no arrears.

(o) The Obligors agree to comply with all laws and regulations relating to the
transportation, possession, operation, plying, and use of the Asset and assume
all liabilities including damages to the Asset or injuries to persons arising
from/or pertaining to such transportation, possession, operation or use of the
Asset by the Borrower and/ or by any of its employees or by its Agents or by
any other persons whosoever whether or not authorized by the Borrower for
use of the said Asset.

(p) In the event of the Asset hypothecated to the Lender, meeting with any
accident, the Obligors shall immediately upon the occurrence of such accident
inform the Lender in writing of the same and shall do and complete all acts
and formalities as may be required under the law and under this Loan
Agreement in respect of such accident including promptly lodging a claim
with the insurers and ensure that the Lender is not made to suffer any liability
or action, claim or expenses, due to such accident and that the Security created
in favour of the Lender is in no way jeopardized.

(q) The Obligors shall not do any act in respect of the Asset hypothecated in
favour of the Lender whereby the license, permits, registration certificates in
respect of the Asset is cancelled and/or invalidated.

(r) The Obligors hereby also expressly declare and confirm that they shall not do
or abstain from doing any act which may result in the Asset being seized or
confiscated by any authorities under any law.

(s) The Obligors hereby also expressly agree and undertake that they shall furnish
the Invoice for the new Assets and Sale Letter/ Sale Agreement for the used
Assets immediately upon raising of the Invoice by the Supplier.

10. INSURANCE:
10.1 The Obligors agree that the Asset being hypothecated to the Lender will be
comprehensively insured (at their own expense during the continuance of the security)
with such insurance company as may be required by the Lender against all losses and
damages by riot, civil commotion risks, accident, fire, theft, and all other risks usually
covered by insurance including third party risks. The Obligors shall punctually pay all
premia payable for the insurance and maintain the policies in full force and effect and
not to do or cause to be done anything whereby the policy gets vitiated, and shall
renew the policy from time to time and ensure that the Asset hypothecated to the
Lender remains insured throughout the term/pendency of this Loan Agreement or
while any monies due or payable to the Lender under this Loan Agreement are
outstanding and the original policies of insurance and renewal notes shall be
immediately deposited with the Lender. The insurance policy to be taken out
hereunder shall be in the name of the Borrower and the Lender shall be described as
loss payee under such insurance.

14
10.2 In order to safeguard the security for the Loan and to ensure that the Lenders lien is
marked on the insurance, the Lender may get the insurance done on behalf of the
Borrower, by being a facilitator and by making the premium payment to the approved
insurance company through Borrower post dated cheque/ pay orders/ any other
payment instructions, as more particularly set out respectively in Serial No.5 of
Annexure 1 and/ or, as the case may be, of Annexure 1.1. However any non-
payment on the part of the Lender due to any reason including occurrence of any
event of default by the Borrower, will not affect the liability of the Borrower to pay
the necessary insurance premium and to keep the said Asset(s) insured. The first claim
on any insurance proceeds shall be that of the Lender with respect to insurance policy
and its renewal as stipulated from time to time and the Borrower shall pay reasonable
amount as nominal compensation for the services rendered by the Lender for
facilitating the above mentioned arrangement with the insurance company and
ensuring that the Lenders name is marked under insurance.

10.3 The Lender at its option shall be entitled to adjust, settle or compromise in any
manner whatsoever at the Borrowers cost any dispute arising under or in connection
with any such policy of insurance and such adjustment, settlement and compromise
shall be valid and binding on the Borrower. The Lender shall be entitled to
appropriate any monies received from the insurance company towards the Borrowers
obligations to the Lender in respect of the Loan. The Borrower agrees that the Lender
shall not be liable for any loss on account of Non Renewal of insurance of the Asset
and / or delay/ non payment by the Insurance company of any settlement claim by the
Borrower.

10.4 In the event of any damage to the Asset which may result in the Asset being rendered
totally not road worthy and/ or beyond any further use it is hereby agreed that the
compensation payable by the Borrower shall be value of the entire outstanding as on
the date of realization of the entire dues. On receipt of the amount of any insurance
claim made on the Asset, the Lender will arrange to refund to the Borrower the
Insurance claim only if the Borrower has repaid in full the outstanding principal and
interest when the Lender receives the above referred insurance claim cheque. If the
Borrower has not continued to pay the Installments, then the Lender will apply such
amount to the outstanding principal, interest, and all other costs and charges as
stipulated herein payable by the Borrower, if such cheque does not fully satisfy the
outstanding principal, interest, and all other costs and charges as stipulated herein then
the Borrower must immediately pay to the Lender the remaining outstanding
principal, interest and all other costs and charges as stipulated herein in satisfaction of
the Loan.

10.5 In addition to repayment, the Lender may provide an insurance payment facility to the
Borrower. In such an event the Borrower shall pay to the Lender the amounts towards
insurance premium for the Asset which may be loaded to the instalments. In the event
of Borrower opting for such facility then, on a yearly basis the Lender shall payout the
said amounts to the insurance company.

11. ENDORSEMENT IN RTO CERTIFICATE AND INSURANCE POLICY:

15
11.1 The Obligor shall make appropriate endorsement of the Loan in the Road Transport
Office certificates (wherever applicable) and insurance policy of the Asset, which the
Obligor shall charge in favour of the Lender as and by way of security towards the
Loan. The Borrower shall deliver to the Lender a copy of the registration certificate
relevant to the Asset within 30 days of having taken delivery of the Asset.

12. SECURITY
12.1 Security by hypothecation of Asset:

(a) The Loan together with all interests, costs, fees and expenses and all other
monies payable in terms of this Loan Agreement and stipulated herein or any
other finance or moneys due from time to time from the Borrower to the
Lender in whatsoever capacity, shall be secured by way of a first and
exclusive charge by way of hypothecation of the Asset in favour of the Lender
and in the form and manner/acceptable to the satisfaction of the Lender. It is
hereby clarified that in the event the Loan is provided for Body Building on
chassis of a Vehicle only, the entire Vehicle including the chassis and the body
built on the chassis shall stand hypothecated hereunder.

(b) In pursuance of this Loan Agreement and for the consideration aforesaid
Borrower does hereby hypothecate and charge in favour of the Lender the
Asset(s) (the brief particulars whereof are as described in Serial No.3
respectively of Annexure 1 and/ or, as the case may beof Annexure 1.1
hereto), including its body, engine and all the accessories and equipments
attached, annexed or fixed and/or to be attached, annexed or fixed or replaced
from time to time to the Asset and all spares, tools pertaining to the Asset,
whether lying loose or fixed to the Asset and where ever the same are now
lying or stored whether in the premises of the Borrower or where ever situated
and whether the same is held by any person on behalf of or disposition of the
Borrower or in the course of transit or otherwise which shall also include all
present assets as well as assets by way of substitution, addition, replacement
conversion or otherwise.

(c) The charge/hypothecation so created shall continue in full force so long as all
the amounts due under the terms of this Agreement have been paid by the
Borrower to the Lender and until the Lender issues a certificate discharging
the security created pursuant to this Loan Agreement and stating that the Loan
and the other amounts payable under this Loan Agreement have been
discharged and paid in full and the charge shall not be affected, impaired or
discharged by the winding up or insolvency (voluntary or otherwise) or by any
merger or amalgamation, reconstruction, take over of the management,
dissolution or appropriation of the business or assets or nationalisation (as the
case may be) of the Borrower. Any direct or indirect transfer of the Asset
would be deemed to be criminal breach of trust and a case of cheating entitling
the Lender to file / pursue a First Information Report (FIR) or a Criminal
complaint against the Obligors. The Asset shall be in the custody of the
Borrower in its capacity as bailees.

(d) The charge/hypothecation shall be deemed to be created immediately on the

execution of this Loan Agreement or delivery of the Asset, as the case may be.

16
 In the event the Borrower fails to take delivery of the Asset within a period of
30 (thirty) days of the execution of this Loan Agreement (or such other
extended date acceptable to the Lender) as well as endorse the hypothecation
in favour of the Lender in the Registration Certificate Book (wherever
applicable) and insurance policy (to further express the fact that the Asset
stands hypothecated to the Lender) within the above referred to period the
Borrower shall be deemed to be in breach of this Loan Agreement.

12.2 Additional Security:

(a) If, at any time during the subsistence of this Loan Agreement, the Lender is of
the opinion that any of the security provided by the Obligors has become
inadequate to cover the balance of the Loan then outstanding, then, on the
Lenders advise, the Obligors shall provide and furnish such additional
security / securities including hypothecation of the Obligors other Assets
and/or mortgage of or charge over such of the Borrower movable or
immovable properties, as may be acceptable to the Lender to cover such
deficiency. The Obligors shall make out to the satisfaction of the Lender a
good and marketable title to the properties free from all encumbrances to be
mortgaged as security (if any) for the Loan, and comply with all such
formalities as may be necessary for the said purpose. The hypothecation of the
Asset and the additional security created (if any) are collectively referred to as
the Security. The Obligors shall, whenever required by the Lender give full
particulars to the Lender of all the assets of the Obligors and shall furnish and
verify all statements, reports, return, certificates and information from time to
time and execute all necessary documents to give effect to the Security.

(b) The Obligors shall execute sign, and deliver all such documents, papers,
acknowledgments and representations as may be required by the Lender at any
time during the term of this Loan Agreement or while any monies due and/or
payable to the Lender under this Loan Agreement are outstanding with a view
to fully and effectively secure the monies due and payable or to become due
and payable by the Obligors to the Lender in terms of this Loan Agreement.

(c) Until the ultimate balance owing by the Borrower or the Guarantor to the
Lender has been paid or satisfied in full the Lender shall have a lien on all
property and assets of the Borrower and the Guarantor from time to time in the
possession of and a charge over all stocks, shares and marketable or other
securities from time to time and get any or all of them registered in the name
of the Lender or its nominees whether the same be held for safe custody or
otherwise.

12.3 Continuing Security:

The charge hereunder created shall be a continuing charge for repayment to the
Lender of the Loan together with interest, Delayed Payment Charges, prepayment
penalty, costs, damages, fees and expenses and repayment or payment of all other
monies due to the Lender under this Loan Agreement, and the liability of the Obligors
shall not be affected, impaired or discharged by insolvency of any of the Obligors.

17
12.4 The Obligors undertake that the Asset, the sale realisations, insurance proceeds and all
documents related to the Security shall always be held as an exclusive property of the
Lender, and will be dealt according to the directions issued by the Lender. The
Obligors shall not suffer or allow to suffer any attachment or distress to the Asset or
any parts thereof or sell, create, or cause to be created, any charge by way of
hypothecation, pledge, lien, third party interests or any encumbrance otherwise on the
Asset or allow anything that may prejudice or endanger the security herein nor shall
they, without the consent of the Lender in writing, sell, transfer or shift (except in the
ordinary course of its business of transportation) the Asset to any other state or place
other than the one where it is registered. The Lender shall be at liberty to incur all
such expenses as may be necessary, which shall be at the cost of reimbursement
thereof by the Obligor, to the extent of which there shall be a charge on the Asset, to
preserve and perfect the Lenders security on the Asset.

12.5 Margin Money

The Lenders may, in its absolute discretion, require the Borrower to deposit a certain
sum of money with the Lender as security deposit (Margin Money). The Quantum
of Margin Money, if any, to be paid by the Borrower simultaneously with the
execution of this Agreement is provided in Serial No. 7 respectively of Annexure 1
and/ or, as the case may be, of Annexure 1.1 hereto. The Margin Money shall be a
non-interest bearing, refundable deposit to be kept with the Lender till the time the
Loan and the other amounts payable under this Loan Agreement have been discharged
and paid in full by the Obligors to the satisfaction of the Lender. In the event the
Obligors default in their obligations to repay the Loan or any part thereof under this
Loan Agreement, the Lender shall, without prejudice to the other rights available to it
under this Loan Agreement or otherwise in equity or it law, be entitled to adjust the
Margin Money against the dues of the Obligors of whatsoever nature towards the
Lender under this Loan Agreement. Without prejudice to the aforesaid, the Lender
shall be entitled to adjust the Margin Money against any of the Instalments including
the last Instalment payable by the Borrower to the Lender under this Loan Agreement.

12.6 Guarantee
In consideration of the Lender granting the Loan to the Borrower on the terms and
conditions appearing in this Agreement, the Guarantor, on the basis of the general
conditions hereinafter specified, hereby guarantees the due payment and discharge of
all the Borrowers' liabilities to the Lender and performance of the obligations of the
Borrower under to this Agreement, whether such liability incurred before or after the
date hereof, and whether incurred by the Borrower alone or jointly with other(s), and
in whatever capacity whether as Borrower or surety or otherwise and whether such
liabilities have matured or not, and whether they are absolute or contingent, including
all liabilities in respect of advances, letters of credit, cheques, hundies, bills, notes,
drafts and other negotiable or non-negotiable instruments drawn, accepted, endorsed
or guaranteed by the Borrower, and in respect of interest with monthly/quarterly rests,
commission and other usual or reasonable banking charges and in respect of all costs,
charges and expenses which the Lender may incur in paying any rents, rates, taxes,
duties, calls, installments legal or other professional charges, or other outgoings
whether for insurance, repairs, maintenance, management, realisation or otherwise in
respect of the Assets or any other property, movable or immovable, or any chattels or
actionable claims of scrip securities or title deeds pledged, mortgaged or assigned to

18
 or deposited with the Lender as security for the due payment and discharge of the
Borrowers' liability to the Lender.

12.7 Guarantors Undertakings:

The Guarantor in consideration of the Lender agreeing to grant the Loan to the
Borrower agrees and undertakes:

(a) that the Guarantors liability is co-extensive with that of the Borrower and as
between the Lender and themselves they are to be considered as principal
debtors to the Lender for all amounts payable to the Lender under this
Agreement. The Guarantor hereby agrees to keep the Lender fully indemnified
against all damage, loss, costs and expenses arising from any failure of the
Borrower to carry out any such purported obligation or liability;

(b) As the principal obligor to observe and perform the terms and conditions of
this Loan Agreement and also hereby guarantees the due performance and
observance thereof by the Borrower and further agrees to pay on demand (and
without any demur or protest) any monies due or which become payable under
this Loan Agreement (and not paid or capable of being paid by the Borrower),
either by way of outstanding Instalments or damages, costs, fees or Delayed
Payment charges or other amounts payable to the Lender under this Loan
Agreement;

(c) The Guarantor further agrees that any time granted to the Borrower or any
indulgence shown in respect of the terms and conditions herein, either in the
form of releasing or handing back to the Borrower, the Asset after its
repossession by the Lender, or in any other manner, shall not prejudice the
Lenders rights or in any manner relieve the Guarantor from it/his guarantee
and that (upon the Borrower being granted any such concession or indulgence
as aforesaid) it shall not be necessary for the Lender to give any notice to the
Guarantor thereof. The Guarantor further agrees that the Lenders right or lien
on the Asset or right to repossess the same shall not be extinguished by reason
of any judgment, decree or order obtained against the Borrower or himself /
itself or both;

(d) The Guarantor agrees that the guarantee provided shall be absolute,
irrevocable, continuing and the obligations of the Guarantor under the same is
several and co-extensive with that of the Borrower. The Guarantor further
agrees that the Lender shall be at liberty to make variations in this Loan
Agreement without any notice to or having to obtain the consent of the
Guarantor in this behalf;

(e) This guarantee shall be deemed to have been given separately for payment of
each Installment. However, the Loan and interest thereon or any or all monies
payable by the Borrower to the Lender in terms hereof and this guarantee shall
not stand terminated or determined or extinguished merely for demand of any
amount herein but shall be in full force and effect for each and all Installments
not demanded and until the Loan and any other amount due herein is paid in
full and the Guarantor is discharged of the guarantee obligation herein.

19
(f) The guarantee is in addition to and shall not merge with or otherwise prejudice
or affect any other right, remedy, guarantee, indemnity or security available to
the Lender under this Agreement and in Law or otherwise, and may be
enforced notwithstanding the same or any mortgage, charge, pledge,
hypothecation or lien now or hereafter be created in respect of the Asset is
held by or is available to the Lender.

(g) The Guarantor waives in favour of the Lender, all or any of the rights the
Guarantor may have against the Lender as surety, or otherwise in law or
otherwise to give effect to the provisions hereof;

(h) A notice of demand by the Lender against the Guarantor shall be the final and
conclusive evidence that the Borrower has committed a default and that the
monies and the amounts claimed thereunder are due and payable by the
Borrower to the Lender, and the Guarantor shall not be entitled to challenge
the notice on the ground that no default has been committed or the amount
mentioned therein as due and payable is not due and payable or on any other
ground;

(i) The Guarantor agrees and declares that the Lender shall not be bound and
compelled to take any proceedings, steps or actions, against the Borrower for
recovery, enforcement or realisation of any of its dues from the Borrower or
against the Asset including repossessing the same under or pursuant to this
Loan Agreement, and the Guarantor shall be bound and liable to pay all
monies payable under and by virtue of this guarantee;

(j) The Guarantor guarantees that the Borrower shall hand over to the Lender,
possession of the Asset as and when the Borrower becomes liable to do so or
as and when the Lender becomes entitled to repossess the Asset under and
pursuant to this Loan Agreement and the Guarantor agrees to help and assist
the Lender in recovering the possession of the Asset;

(k) This guarantee shall not be affected by the death, lunacy, incapacity,
insolvency, bankruptcy or winding up, liquidation / dissolution (as the case
may be), of the Borrower or by absence of power or irregularity on the part of
the Borrower to enter into this Loan Agreement or any change in the name or
constitution of either or both of the Obligors;

(l) The Guarantor further agrees that the Lender shall be at liberty to sue the
Borrower and the Guarantor jointly and / or severally or shall be entitled to
proceed against the Guarantor and/or the Borrower only in the first instance;
and

(m) The liability of the Borrower and the Guarantor under this Agreement shall not
be altered, affected, impaired nor shall the guarantee herein be discharged or
diminished by reason of:

(i) the Lender compounding, discharging, releasing or varying the liability

of or omitting to claim or enforce payment from the Borrower or any
other person, or

20
 (ii) by any variance made to this Agreement without its consent, or
(iii) by any contract made between the Lender and the Borrower by which
the Borrower be released, or
(iv) any act or omission which would not have discharged or affected the
liability of the Guarantor had it been the principal debtor instead of
Guarantor or by anything done or omitted which but for this provision
might operate to exonerate or otherwise release the Guarantor, or
(v) the Lender enforcing or not enforcing any of its security, and the
Lender shall be entitled to take any proceeding (legal or otherwise)
against the Guarantor prior to, simultaneously or subsequent to any
proceeding (legal or otherwise) against the Borrower or any other
person or entity.

(n) The Guarantors obligation to pay arises [two] days after dispatch of written
notice by the Lender by registered post / courier irrespective of whether the
Borrower has been called upon or proceeded against to pay the outstanding
loan amount and interest and other charges.

(o) The guarantee provided by the Guarantor shall not be considered as satisfied
or discharged by reason of any intermediate payment(s) or payment of the
whole or any part of any sum or sums of money owing to the Lender from the
Borrower or by reason of the account of the Borrower in respect of any
indebtedness hereby guaranteed being at any time in credit but shall constitute
a continuing security for the indebtedness of the Borrower from time to time.

13. POWER OF ATTORNEY:

13.1 The Borrower agrees to execute an irrevocable Power of Attorney in favour of the
Lender in the form and manner specified by the Lender.

14. REPRESENTATIONS AND WARRANTIES:

14.1 The Obligors hereby represent and warrant as under:

(a) The Obligors agree that they (where any Obligor is a company) are duly
organised and existing under the laws of India with power to enter into this
Loan Agreement and each of the documents to which it is or will be a party
and this Loan Agreement and other documents entered into the Obligors for
the purpose of this Loan constitute legally binding and enforceable obligations
of the Obligors enforceable in accordance with their terms and admissible as-
evidence in any court or tribunal.

(b) The Obligors agree that they (where any Obligor is a firm) are duly organised
and registered with the appropriate authorities and can sue or be sued as such.

(c) The Obligors agree that all information given by the Obligors to the Lender in
connection with this Loan Agreement is true, complete and accurate in all
material respects and the Obligors are not aware of any material facts which
are not disclosed to the Lender.

21
14.2 In addition to the aforesaid, the Borrower hereby further represents and warrants as
under:

(a) The Borrower represents that

(i) no encumbrance of any nature nor any lien exists over the Asset;

(ii) the Borrower has obtained and done all that is necessary to give full
force and effect to all authorization, approvals, consents licenses and
permissions required in or by the laws of India in relation to this
Agreement and the Asset, and;

(iii) the Borrower shall utilize the Loan for the purpose mentioned at Serial
No.3(a) respectively of Annexure 1 and/or, as the case may be of
Annexure 1.1 and for no other purpose whatsoever.

15. COSTS AND EXPENSES

15.1 The Borrower shall be liable to pay various charges for possession of the said Asset
like tow away charges, parking charges, godown charges, rentals and other such
expenses incurred by the Lender for effecting the possession of the Asset and for its
safe keeping etc (Repossession Charges). The repossession charges also forms
part of the other charges as are described at Serial No. 8(e) respectively of Annexure
1 and/ or, as the case may be of Annexure 1.1.

15.2 The Obligors hereby warrant and undertake that they have paid and shall bear and pay
all their respective personal taxes including income-tax and all other statutory
demands, imposts and levies payable to the Government of India or to the
Government of any State or Municipal Corporation or Regional Transport Authority
or any local authority punctually so that he/it does not suffer any attachment
proceedings arising due to non-payment of such statutory dues and demands which
may jeopardize the Asset by way of seizure and/or confiscation of the same by any
authority and thereby consequently encumbering the hypothecation of the Asset by
the Obligors in favour of the Lender. If required by the Lender, the Borrower shall
produce receipt thereof evidencing payments.

15.3 The Borrower shall, during the currency of the Loan, bear and pay all such charges,
duties, taxes (including RTO taxes) and other levies and any increases thereto as may
be levied from time to time by the Government or any other authority pertaining to or
in respect of the Asset in time and/or the Loan and/or transactions governed hereby
i.e., financing the purchase of the Asset by the Borrower, including interest, Delayed
Payment Charges, fees, charges, costs, additional stamp duty, expenses and penalties
in any way incurred by or sought to be imposed on or recovered from the Lender
according to the laws for the time being in force and keep the Asset free from
becoming liable for being impounded or in any proceedings due to such non-
payments.

15.4 The Borrower shall reimburse all such sums paid by the Lender as stated in sub-clause
(a) herein above. Further, the Borrower shall be liable to pay on demand other charges
and service charges incurred by the Lender as set out in Serial No.8(f) and 8(h)
respectively of Annexure 1 and/ or, as the case may be of Annexure 1.1 hereto.

22
15.5 The Obligors agree that in the event of any fresh imposition or increase in the price of
the said Asset, taxes, duties, levies and charges during the subsistence of this
Agreement which are payable by the Lender, the same will be reimbursed by the
Obligors to the Lender on demand. In the event of such price of the said Asset, taxes,
duties, levies, and charges increasing during the period of the placing of the order for
the said Asset and its acceptance and eventual delivery to the Borrower, such
increases shall be borne and paid by the Obligors directly. The Lender shall not be
obliged to pay any amount by way of the said Loan or otherwise for such revision in
price of the Asset, taxes, duties, levies and charges. If the Obligors fail to pay such
amount within 7 days of revision of the price of the Asset, taxes, duties, levies and
charges [or within the period allowed for this purpose by the manufacturer or dealer
of the Asset, whichever is earlier], then and in that event the Lender may at its
discretion cancel, annul or rescind the booking of the said Asset and collect the refund
of booking price (after such deductions as may be made by the manufacturer of the
said Asset or its dealer) for adjustment thereof against any amount that may be due
and payable towards the said Loan or other charges by the Borrower to the Lender in
terms hereof. The Borrower for the said purpose hereby irrevocably authorizes the
Lender to cancel, annul or rescind any booking of the said Asset and to receive any
refund of booking price of the said Asset from the manufacturer thereof or its dealer.

15.6 All expenses incurred by the Lender after an Event of Default has occurred in
connection with the preservation of the Asset shall be duly paid to the Lender and
collection of amounts due under this Agreement shall be borne and be payable by the
Obligors.

15.7 The Borrower may, subject to prior approval by the Lender, be permitted to swap /
exchange the post-dated cheques issued to the Lender with alternate post-dated
cheques drawn on another bank (as approved by the Lender) as also to change the
ECS method to PDC method subject to payment to the Lender of the cheque swap
charges as specified respectively in Serial 8(i) of the Annexure 1 and/or as the case
may be of Annexure 1.1. attached hereto.

16. INDEMNITY:
16.1 The Obligors agree and undertake to indemnify and keep indemnified and hold the
Lender safe and harmless against all such liabilities (including third party liability)
and also against loss of the Asset or any part thereof by seizure by any person other
than the Lender for any reason whatsoever or resulting from any legal process
instituted by any person other than the Lender. The Obligors hereby also agree to
indemnify the Lender and / or any of its officers, agents or assigns or any other
persons claiming through the Lender against loss by reason of damage to / or
destruction or loss of Asset purchased on Loan from the Lender for any cause
whatsoever or by reason of any claim against them.

16.2 The Obligors agree that the Lender shall be held safe and indemnified from any harm
through any suits, action, claim whether civil or criminal by any other person
whatsoever arising out of the possession, operation and use of the said Asset.

16.3 The Obligors further agree to indemnify the Lender against loss or damage (including
to the Asset or any part thereof from whatever cause whether or not such damage is as

23
 a consequence of the negligence of the Borrower) which the Lender may sustain or
incur as a consequence of any default by the Borrower in the performance of the
obligations expressed to be assumed by it in this Agreement.

17. EVENTS OF DEFAULT:

17.1 At the option of the Lender, and without necessity of any demand upon or notice to
the Obligors, all of which are hereby expressly waived by the Obligors, and
notwithstanding anything contained herein or in any security documents executed by/
to be executed by the Obligors in the Lender's favour pursuant to this Agreement, all
amounts due and payable by the Obligors to the Lender under this Agreement and all
of the obligations of the Obligors to the Lender hereunder, shall immediately become
due and payable , irrespective of any agreed maturity upon the happening of any of
the following events, hereinafter referred to as "the Events of Default"

(a) the Obligors shall commit default in:

(i) Payment of Instalments on the respective due date whether in respect

of the Purchased Assets or, as the case may be, Body Building Assets,

(ii) Payment of any other amount(s) due and payable by the Obligors to the
Lender in terms of this Loan Agreement,

(iii) The performance of any of the terms and conditions of this Loan
Agreement, or

(iv) If, any, attachment or restraint has been levied on the Asset or the
Asset is confiscated by any authority and/or the properties hereby
agreed to be charged and/or any proceedings have been taken or
commenced for recovery of any dues from the Borrower by any person
or persons including the Lender;

(v) Taking delivery of the Asset.

(b) Any of the Obligors dies or any action or other steps are taken or legal
proceedings are initiated for winding up, insolvency, dissolution, or
reconstitution of any of the Obligors or for the appointment of a liquidator,
receiver, and trustee or similar officer on its properties or assets (including the
Asset) of the Obligors or any of the Obligors otherwise becomes incapacitated
to enter into a contract under the applicable Laws;

(c) Any of the Post Dated Cheques and/or cheques delivered by the Borrower to
the Lender in terms and conditions hereof are dishonoured for any reason
whatsoever on presentation including due to instructions given by the
Borrower for stop payment;

(d) the Asset is confiscated, attached, taken into custody by any authority or
subject to any execution proceeding;

24
 (e) the Asset is endangered or badly damaged due to accident or any other reason
whatever causing the same to be a total loss in the opinion of the Lender or
caused bodily injury to any person due to any accident or otherwise;

(f) any distraint or seizure order is levied on the Asset;

(g) the Borrower fails to pay any tax impost, duty or other imposition or comply
with any other formalities required for the Asset under law from time to time;

(h) the Asset is stolen or untraceable for a period of 30 days for any reason
whatever;

(i) the Borrower fails to adhere to the timeframes specified in this Agreement
(including timeframes as to supply of a copy of the Registration Certificate
and Insurance Certificate);

(j) The Asset is destroyed for any reason whatsoever and/or is incapable of being
used for any permissible use under any law or regulation or is used or alleged
to be used for any illegal purpose;

(k) Any information or representation or warranty given by the Borrower under

this Loan Agreement is found to be misleading or incorrect in any respect;

(l) Any circumstances arises which gives reasonable grounds in the sole opinion
of the Lender that it is likely to prejudice or endanger the Asset or the ability
of the Obligors to fully discharge any of their obligations under this Loan
Agreement; or

(m) Death of the Borrower.

18. CONSEQUENCES OF EVENT OF DEFAULT:

18.1 If one or more of the events specified in Clause 17 above occurs (Event of
Default), the Lender by notice in writing to the Obligors, declare the Loan to be
immediately due and payable (whereupon the same shall become due and payable
together) and forthwith recall the Loan together with all interests and other monies
payable by the Obligors pursuant to this Loan Agreement, and in default of such
payment enforce the charge created in terms of this Loan Agreement. Further, the
Lender shall be entitled to, at all times to, take possession, seize, recover, appoint a
receiver / manager, remove the Asset from its place of standing, and also be entitled ,
on such terms as may be deemed fit by the Lender, without the intervention of court
or authority, to sell the Asset by public auction or by private contract at the best
available prices according to the prevailing market condition including as regards
repossessed vehicles/assets, realise its claims in respect of the Loan, without being
bound or being liable for any loss / losses that the Obligors may suffer due to such
action and without prejudice to the Lenders other rights and remedies as stated herein
or otherwise in law entitled to.

18.2 The Lender may further deal with all or any part of the Asset, to enforce, realise,
settle, and compromise with any rights or claims relating thereto. It shall not be bound
to exercise any of these powers or be liable for any losses arising therefrom. Without

25
 prejudice to the Lenders rights and remedies of legal action or otherwise and
notwithstanding any pending proceeding/s, the Obligors undertake to give immediate
possession to the nominee/s of the Lender on demand of the Asset, and transfer and
deliver all relative bills, contracts, securities and documents (including all
registrations, policies, certificates and documents relating to the said Asset) to the
Lender. The Obligor hereby also agree, to accept the Lenders account of sales and
realisation as sufficient proof of amounts realised and relative expenses incurred, and
to pay on demand by the Lender, any deficiency shown in the accounts, provided
however, that the Lender shall not be liable or responsible for any loss, damage or
depreciation that the Asset may suffer or sustain in the course of seeking repossession
and/or while the same is in possession of the Lender or its nominee/s or by reason of
exercise or non-exercise of rights and remedies available to the Lender as aforesaid.

18.3 In the event of the Lender deciding to take possession of the Assets, the Lender shall
give the Obligor, a notice of not less than 14 days prior to the repossession of the
Assets, specifically informing the Obligor of the Lenders intention to repossess
(hereinafter collectively referred to as the Repossession Notice). Provided however
that, where the Lender has specifically informed the Obligors of its decision to take
possession of the Assets in any notice issued to the Obligor for any reason whatsoever,
such notice shall be deemed to be the Repossession Notice, as defined in this Clause
18.3, and no separate notice shall be necessary in relation to the same.

18.4 Notwithstanding anything contained in Clause 18.3 above, the Assets may be
immediately repossessed, and no notice prior to such repossession will be required to
be given by the Lender to the Obligor, in the event of the happening of any of the
following:

18.4.1 where the first two Installments have not been paid;

18.4.2 change of either the Obligors place of residence without intimation to the
Lender; or

18.4.3 any situation which in the view of the Lender may constitute an event of fraud
or evasion by the Obligors ) including without limitation (a) change of any
registration plates / special marks and numbers embossed on engine / chassis
in relation to any of the Assets; (b) non availability of the Obligors for any
period of time and any suggestion made to the Lender by any neighbour of the
Obligors, other lenders and the likes, that any of the Obligors is absconding;
(c) the Obligors has been avoiding payment to its other lenders; (d) the
endorsement of hypothecation recorded with the concerned regional transport
office has been deleted, altered / manipulated, without prior written consent /
approval of the Lender; or (e) the Obligors have created third party rights /
encumbered the Assets, without prior written consent / approval of the Lender.

26
 18.5 At the end of 14 days from the Repossession Notice, or at any time thereafter, any
amounts declared due and payable by the Obligors to the Lenders under this Loan
Agreement remaining unpaid, the Lenders shall have the right at anytime through
its repossession / recovery service provider, anywhere within the territory of
India, in the presence of two witnesses, to take possession of any or all of the
Assets.

18.6 The Lender may at anytime prior to the sale/auction of the Asset(s) inform the
Obligor its intention to sell/ auction such Assets in the event the Obligors do not
clear all outstanding dues (Post-Repossession Notice). Such notice shall inter
alia contain the following:

18.6.1 The final date on which the Obligors may pay the aggregate amounts
due and payable to the Lender.

18.6.2 Provision for release of the Asset to the Obligor upon the repayment of
the amounts due.

18.6.3 Provision for the sale/ auction in case of non-clearance of the amounts
due, by such final date, for the amounts due by the Obligors;

18.7 Upon repayment of money due and payable by the Obligors to the satisfaction of
the Lenders, the Obligors may take possession of the Assets in accordance with
the terms of the Post-Repossession notice.

18.8 In the event that the Obligors fail to complete the repayment as contemplated in
Clause 18.7 above, the Lenders shall be entitled to sell the Assets either though an
auction or through a private contract. In the event the sale of the Assets takes
place through an auction, the following process will be followed:

18.8.1 The Lender will assign a base price to the Assets.

18.8.2 The Lender will obtain a minimum of 2 (two) bids for the Assets prior
to the sale and the sale shall be made to the highest bidder.

18.9 Notwithstanding anything contained in Clause 18.8 and without prejudice to any
other rights of the Lender available under this Loan Agreement, the Lender shall
be entitled, in its sole absolute discretion, subsequent to the completion of the
auction process as set out in Clause 18.8, to acquire the Assets for itself by
quoting a price higher than the highest price quoted in the auction.

18.10 In case the net sale proceeds, after deducting all costs, charges, and expenses incurred
by the Lender are not sufficient to meet in full, the dues payable to the Lender

27
 under this Loan Agreement, the Obligors shall make good and pay such
deficiency to the Lender.

18.11 The Lender may, in the event of death, lunacy or insolvency of any of the Obligors or
any of the Obligors having received an order from any adjudicating authority or
insolvency notice served upon it / him or an attachment levied on any of it / his
property or the Obligors having allowed the Asset to be seized in distress or
execution or under any other process of law, also forthwith recall the Loan
together with all interest and other monies payable by the Obligors and retake the
possession of the Asset.

18.12 The Lender shall, in addition to the various rights and remedies of the Lender referred to in the
clauses above, be irrevocably entitled and authorized to contact and require the Obligors
employers to make deduction/s from the salary/wages payable by the employer to the
Obligors and to remit the same to the Lender until all the Borrowers dues outstanding from
the Obligors to the Lender is/are completely discharged. The deductions shall be of such
amounts, and to such extent, as the Lender may communicate to (and instruct) the Obligors
employers. The Obligors shall not have, or raise/create, any objections to such deductions.
No law or contract governing the Obligors and/or the Obligors employer prevents or restricts
in any manner the aforesaid right of the Lender to require such deduction and payment by the
Obligors employer to the Lender. Provided however that in the event the said amounts so
deducted are insufficient to repay the outstanding Borrowers dues to the Lender in full, the
unpaid amounts remaining due to the Lender shall be paid by the Obligors in such manner as
the Lender may in its sole discretion decide and the payment shall be made by the Obligors
accordingly.

19. INSPECTION RIGHTS:

19.1 The Obligors agree that any nominee of the Lender shall, without any notice and at
the risk and expense of the Borrower, be entitled at all times to enter any place where
the Asset may be kept and inspect, value, insure, superintend the disposal of and/or
take particulars of all or any part of the Asset and check and all documents,
statements, accounts, reports, information in relation to the Asset.

20. ASSIGNMENT:
20.1 This Loan Agreement shall be binding upon and inure to the benefit of and be
enforced against each applicable party and shall:

(i) as regards the Obligors, inure to the benefit of and be enforced against their
respective successors, permitted assigns and legal representatives (as the case
may be), and as described in the title, and

(ii) as regards the Lender, inure to the benefit of its successors-in-title, assigns and
nominees.

20.2 The Obligors shall not be entitled to jointly or severally transfer or assign all or any of
their rights or obligations, obligations or duties under this Loan Agreement to any
person directly or indirectly or create any third party interest in favour of any person
without the prior written consent of the Lender.

28
20.3 The Lender shall be entitled to sell, transfer, assign or securitise in any manner
whatsoever (in whole or in part) all or any of its benefits, right, obligations, duties
and/or liabilities under this Loan Agreement including the Security and Margin
Money, if any, without the prior written consent of, or intimation to the Borrower in
such manner and on such terms as the Lender may decide. In the event of such
transfer, assignment or securitisation, the Obligors shall perform and be liable to
perform their obligations under this Loan Agreement to such assignee or transferee or
any person claiming on their behalf or through the Lender.

20.4 The Borrower expressly recognizes and accepts that the Lender shall be absolutely
entitled and have full power and authority to sell, assign or transfer in any manner in
whole or in part and in such manner and on such terms as it may decide, including
reserving the right to retain the power hereunder to proceed against the Borrower on
behalf of the purchaser, assignee or transferee, any or all outstanding dues of the
Borrower including the Security and Margin Money, if any, to any third party of the
Lenders choice without reference to or without written intimation to the Borrower.

20.5 Any cost in this behalf, whether on account of such sale, assignment or transfer or
enforcement of rights and recovery of outstandings and dues shall be to the account of
the Borrower. The Borrower acknowledges and undertakes to pay to Lender the
difference between the total amount outstanding and the amount received by the
Lender in the event of transfer of the portfolio to a third party. The third party shall
have the authority to collect the amounts due.

20.6 The Lender shall be entitled to disclose to a potential assignee or to any person who
may otherwise enter into contractual relations with the Lender in relation to this
Agreement such information about the Borrower and the Guarantor as the Lender
shall consider appropriate.

20.7 The Obligors expressly recognises and accepts that the Lender shall, without
prejudice to its right to perform such activities itself or through its officers or agents,
be absolutely entitled and have full powers and authority to appoint one or more third
parties of the Lenders choice and to transfer and delegate to such third parties the
right and authority to collect on behalf of the Lender all the Installments and any other
monies payable under this Loan Agreement by the Obligors and to perform execute
all acts, deeds, matters and things connected with any of the foregoing or incidental to
including sending notices of demand, or otherwise contacting the Obligors, receiving
the Installments or any other payment in the name of the Lender from the Borrower
and giving a valid receipt thereof.

20.8 The Lender may disclose to any person including a actual or potential assignee or to
any person who may otherwise enter into or negotiate for the purpose of entering into
contractual relations with the Lender in relation to this Loan Agreement or to any of
its advisors such information about the Obligors as the Lender shall consider
appropriate and such person shall be entitled to the full benefit of all such rights and
to receive information concerning the Obligors.

21. DISCLOSURE

29
21.1 It is agreed that the customer introduction, credit rating and all other acts / steps /
duties as are necessary for the Lender to monitor the said loan facility or any part or
portion thereof and / or to recover the total monies due and outstanding or any part or
portion thereof shall/ may be carried out by such other person, company, body,
organisation or agency as may from time to time be appointed by the Lender in
respect thereof and that the Lender, will at all times be entitled to share with such
other person, company, body, organisation or agency that may thus be appointed by
the Lender, all documents statements of accounts, and other information of
whatsoever nature pertaining to the Obligors or the Loan.

21.2 The Obligors state and declare that as a pre-condition relating to grant of the Loan to
the Obligors, the Lender requires their consent for the disclosure by the Lender of
information and data relating to the Obligors in respect of the Loan availed of / to be
availed, by the Borrower, obligations assumed / to be assumed, by the Obligors, in
relation thereto and default, if any committed by the Obligors in discharge thereof.

21.3 Accordingly, the Obligors hereby agree and give consent for the disclosure by the
Lender of all or any of the following:

(a) Information and data relating to the Obligors;

(b) The information or data relating to the loan facility availed of / to be availed,
by the Borrower; and

(c) Default, if any committed by the Obligors in discharge of the Obligors

obligations as the Lender may deem appropriate and necessary to disclose and
furnish to the Reserve Bank of India or the Credit Information Bureau (India)
Ltd and/ or any other agency authorized in this behalf by RBI.

21.4 The Obligors further authorize the Lender to disclose aforesaid information/
documents to the Principal, Income Tax Authorities, Credit Bureaus, Credit Rating
agencies, third parties, databanks, corporate bodies, other banks, financial institutions
or any other Government or Regulatory Authorities / Bodies / Departments as and
when so demanded. The Obligors also hereby expressly authorise the Lender that in
order to protect its interest and or for the purpose of credit reference checks etc. the
Lender shall be entitled to disclose from time to time all/ any information / documents
relating to the Obligors as the Lender may deem fit, for the purpose of or pursuant to
executing this Agreement and or any other agreement(s), documents and/ or other
writings and/ or arrangements, to all or any of the following:

(a) Lender's head office, branches, associates, subsidiaries and agents, service
provider, professional adviser or representatives of the Lender in connection
with the loan facility;
(b) any guarantor or third party security service provider of the Borrower;
(c) any Court of law;
(d) any bank or financial institutions as per the normal banking practice; or
(e) any other person whatsoever as the Lender may desire.

30
21.5 The Lender shall be entitled to exercise this right of disclosure without being required
to issue any further notice in this respect to the Obligors. The Obligors specifically
waive the privilege of privacy, privity and defamation.

21.6 The Obligors undertake that:

(a) The RBI or the Credit Information Bureau (India) Ltd. and any other agency
so authorized may use, process the said information and data disclosed by the
Lender in the manner as deemed fit by them and
(b) The RBI or the Credit Information Bureau (India) Ltd. and any other agency
so authorized may furnish for consideration, the processed information and
data or products thereof prepared by them, to banks/financial institutions and
other credit grantors or registered users, as may be specified by the Reserve
Bank in this behalf.

22. NOTICE/ COMMUNICATION:

22.1 Any notice or correspondence shall be in writing shall be addressed at the address of
the Obligors mentioned in the Annexure 1 hereto and to the Lender at the address
mentioned in the title of this Agreement .

22.2 Any notice or communication shall be deemed to have been sufficiently served if
delivered by hand or addressed by Registered A.D. post at the address mentioned in
Annexure 1 and/ or, as the case may be, Annexure 1.1 or as contained in the records
of the Lender (if notice is to Obligors) and at the address mentioned in the title (if
notice is to the Lender) and such services shall be deemed to have been effected in
case of delivery by hand on the date on which it is delivered and in case of delivery by
registered A.D. post on the expiry of the 5th day from such posting.

22.3 A certificate by an officer of the Lender that the notice was posted or served, as the
case may be, shall be final, conclusive and binding on the Obligors.

23. ARBITRATION:

23.1 All disputes, differences and/or claims arising out of this Loan Agreement or as to the
construction, meaning or effect hereof or as to the rights and liabilities of the parties
hereunder shall be settled by arbitration to be held in Mumbai in accordance with the
Arbitration and Conciliation Act 1996, or any statutory amendments thereof and shall
be referred to a person to be appointed by the Lender. In the event of death, refusal,
neglect, inability, or incapability of the person so appointed to act as an Arbitrator, the
Lender may appoint a new arbitrator. The award of the arbitrator shall be final and
binding on all parties concerned.

24. JURISDICTION:

24.1 Subject to the provisions of clause 23 above, any suit, petition, reference or other
filing permitted or required to be made pursuant to the Arbitration and Conciliation
Act, 1996 in respect of the matters arising out of this Agreement including, without
limitation, a petition for appointment of an arbitrator or arbitrators under section 11 of

31
 the Arbitration and Conciliation Act, 1996 shall be instituted only in competent courts
at Mumbai.

25. AMENDMENTS:

25.1 Any changes, modifications and amendments to this Loan Agreement shall be carried
out only in writing and such writings are to be executed by all the parties hereto and
such amendments and/or modifications so done shall form part of this Loan
Agreement and the terms thereof shall apply hereto to the extent applicable. The
Annexures shall also form part of this Loan Agreement.

26. RECORDS OF LOAN:

26.1 The Lender shall maintain or cause to be maintained in accordance with its usual
practice, electronic / computerised accounting systems at their office in
Mumbai/Thane in the State of Maharashtra, evidencing the amounts from time to time
disbursed and due under this Loan Agreement and such computer generated
certificate / statement from the Lenders electronic terminals shall not be contested by
the Obligors and shall be conclusive evidence of the existence and amounts of the
obligations of the Obligors including in any legal action or proceeding arising out of
or in connection with this Loan Agreement and the Obligors shall not contest the
same. In any legal action or proceeding arising out of or in connection with this
Agreement, the entries made in the computer generated and maintained accounts shall
be prima facie evidence of the existence and amounts therein recorded and amount of
realization, recovered and expended.

27. SEVERABILITY:

27.1 Should one or several provisions of this Agreement be or become invalid or

unenforceable, then the Lender shall substitute such provision(s) by valid ones, which
in their economic effect come so close to the invalid or unenforceable provision(s)
that it can be reasonably assumed that the Parties would have contracted this Loan
Agreement also with those provision(s). The same provision applies mutatis mutandis
if a gap is found which requires regulation. In the event such new provision(s) cannot
be found, the invalidity or unenforceability of one or several provisions of this Loan
Agreement shall not affect the validity of the Loan Agreement as a whole, unless the
invalid or unenforceable provisions are of such essential importance for this Loan
Agreement that it is to be reasonable assumed that the Parties would not have
contracted this Loan Agreement without them.

28. MISCELLANEOUS TERMS:

28.1 All Annexures to this Loan Agreement shall form and deemed to be an integral part of
this Loan Agreement.

28.2 The contents of this Loan Agreement were read out, explained and interpreted to the
Obligors in their respective vernacular language and thereafter the Annexures to this
Loan Agreement were duly filled in and understood by the Obligors and thereafter the
signatures of the Obligors were taken on this Loan Agreement.

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28.3 The Borrower expressly agrees that any Marketing Service Provider / Dealer of the
Asset, by or through whom this transaction may have been introduced, negotiated or
conducted shall not be deemed to be an agent of the Lender and that the Lender shall
not be liable for any representations or statements made by such Service Provider /
Dealer to the Borrower.

28.4 The Obligors expressly authorises/consents the Lender, its various service providers
for marketing, collections and recovery to contact the Obligors telephonically even if
the name of the Obligors appears in the Do Not Call Register to inform the Obligors
about the marketing schemes, dues under this Agreement. The Obligors also expressly
declares that such telephonic calls from the Lenders tele-callers or service providers
will not cause any inconvenience to them and /or their family members.

28.5 The Obligors expressly and irrevocably consents that for any claim against the service
providers, the Lender shall not be liable and the claim of the Obligors on this account
shall be against the service providers.

For Tata Motors Finance Limited

Authorised Signatory

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