PNB 2057(R)

MASTER AGREEMENT

This MASTER AGREEMENT, is executed at on the day of,

20

Between
Punjab National Bank, a bank constituted under the Banking Companies (Acquisition and
Transfer of) Undertaking Act, 1970 having its Head office at Plot no. 4, Sector 10 Dwarka,
New Delhi and amongst others, one of its branches at_______________________
(hereinafter referred to as “PNB”, which expression shall include its respective
representatives, successors, administrators and assigns) of the One Part;
And
,
(hereinafter referred to as the “Borrower” which expression shall include its heirs,
representatives, successors, executors, administrators and permitted assigns of the Other
Part.
The Borrower and PNB are hereinafter referred to individually as “Party” and
collectively as “Parties”.
A. Whereas, the Borrower and PNB have entered into an agreement/s, detailed
hereunder, to avail credit facilities from PNB (the “Facilities” hereinafter) and
executed the following loan and security documents to evidence the terms and
conditions of the loan sanctioned /to be sanctioned as under:-

Sr. No Nature of Description of Date of Amount of

Credit Limits Document Document Limit

The loan documents enumerated above shall hereinafter be referred to collectively

as the “Credit Agreements” and individually each as a “Credit Agreement”. The
Credit Agreements together with any sanction letters and other documents executed
by and between the Borrower and PNB shall hereinafter be collectively

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 referred to as the “Finance Documents” and individually each as a “Finance
Document”.

B. Whereas the Bank intends to execute a Master Agreement common to all credit
facilities.

C. Whereas, in order to capture all common terms and conditions in connection with
the Credit Agreements, the Parties have mutually agreed to execute this Agreement
in addition to the above-mentioned Finance Documents.

NOW, THIS DEED OF AGREEMENT WITNESSES, AS UNDER:-

1. Definitions and Interpretation

1.1. In this Master Agreement, the terms mentioned hereunder, unless the context
otherwise requires, shall have definition as under:

(a) “Act” means the Companies Act 1956 or the Companies Act, 2013, as
applicable.

(b) “Effective Date” means the date of execution of this Agreement by all the
Parties hereto.

(c) “Event of Default” has the meaning ascribed to it in Clause 5.1 (Events of
Default) of this Agreement.

(d) “Financial information” means and includes all financial statements and other
financial information relevant in taking commercial decisions to sanction the
Facilities.

(e) “Master Agreement” means this agreement which is in addition to and in

supplement of Credit Agreements executed by and/or between the Party/ies,
and shall include all schedules and annexure attached hereto.

(f) “Material Adverse Effect” means a material adverse effect on or material

adverse change in:

i. the condition (financial or otherwise), assets, prospects, operations or

business of the Borrower;
ii. the ability of Borrower to perform and comply with its obligations under any
Finance Document; or
iii. the validity, legality or enforceability of, or the rights or remedies of PNB
under, any Finance Document.

1.2. Interpretation

a) Unless a contrary indication appears, any reference in this Agreement to:

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(i) the “Borrower”, the “Lender”, any “Party” or any other person shall be
construed so as to include its successors in title, permitted assigns and
permitted transferees;

(ii) “assets” includes present and future properties, revenues and rights of
every description;

(iii) an “authorized signatory” means a person that has been duly

authorised by a person to execute or sign any Finance Document (or
other document or notice to be executed or signed by that person
under or in connection with any Finance Document) on behalf of that
person;

(iv) a “company” shall include a “body corporate” (as defined under the
Act);

(v) a “Finance Document” or any other agreement or instrument is a

reference to that Finance Document or other agreement or instrument as
amended, novated supplemented, extended, (however
fundamentally and whether or not more onerously) restated or
replaced from time to time, with the mutual consent of all parties
thereto, and includes any change in the purpose of, any extension of or
increase in, any facility or the addition of any new facility under that
Finance Document or other agreement or instrument and including
any waiver or consent granted in respect of any term of any Finance
Document made available under that agreement or instrument;

(vi) “indebtedness” includes any obligation (whether incurred as principal or

as surety) for the payment or repayment of money, whether present or
future, actual or contingent;

(vii) a “person” includes any individual, firm, company, corporation,

government, state or agency of a state or any association, trust, joint
venture, consortium or partnership (whether or not having separate
legal personality) or two or more of the foregoing;

(viii) a “regulation” includes any regulation, rule, official directive, request or

guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or
regulatory, self-regulatory or other authority or organisation, as
amended from time to time;

(ix) a law or a provision of law is a reference to that law or, as applicable, that
provision as amended or re-enacted or consolidated;

(x) the singular shall include the plural, and vice-versa;

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 (xi) words importing a particular gender include all genders;

(xii) references to the word “includes” or “including” are to be construed

without limitation; and

(xiii) a time of day is a reference to Indian standard time.

b) Section, Clause and Schedule headings are for ease of reference only.

c) An Event of Default is “continuing” or “outstanding” if it has not been waived in

writing by the Lender.

d) Any determination with respect to the materiality or reasonability of any

matter including of any event, occurrence, circumstance, change, fact,
information, document, authorisation, proceeding, act, omission, claims,
breach, default or otherwise shall be made or given by PNB.

2. Effective Date

This Agreement shall become effective on and from the Effective Date and shall
remain in force until all outstanding amounts in connection with each Facility are fully
repaid in a form and manner satisfactory to PNB.

3. Representations and Warranties

3.1. The Borrower makes the representations and warranties to PNB as set out in the
sub-clauses below in relation to itself.

(a) Status

(i) Whether the Borrower is a company, it is duly incorporated under the

provisions of the Act and is validly existing under the laws of India.

(ii) Where the Borrower is a limited liability partnership, it is duly

incorporated and registered under the provisions of the Limited Liability
Partnership Act, 2008 and validly existing under the laws of India.

(iii) Where the Borrower is a partnership firm, it is duly incorporated and

registered under the provisions of the Indian Partnership Act, 1932 and
validly existing under the laws of India.

(iv) The Borrower has the power to own its assets and carry on its business
as it is being conducted.

(v) Where applicable, the Borrower, is a natural person of sound mind and

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 eligible to enter into contracts in accordance with the provisions of the
Indian Contract Act, 1872.

(vi) The Borrower has the power to own its assets and carry on its business
as it is being conducted.

(b) Binding obligations

(i) Where Borrower is a corporate entity, sole proprietorship or a limited

liability partnership, the obligations expressed to be assumed by
theBorrower under each of the Finance Documents, are legal, valid,
binding and enforceable.

(ii) Where Borrower is a partnership firm under the Indian Partnership Act,
1932, the obligations expressed to be assumed by the Borrower under
each of the Finance Documents constitute legal, valid and binding
obligations of each partner of the Borrower enforceable against each of
the partners of the Borrower in accordance with its terms.

(c) Non-conflict with other obligations

(i) The entry into and performance by the Borrower of, and the
transactions contemplated by, the Finance Documents, does not and
will not conflict with:

(A) any applicable law;

(B) its memorandum of association or the articles of association or its

registered partnership deed (as applicable); or

(C) any agreement or instrument binding upon it or any of its assets.

(ii) No third party consent is required by the Borrower for the entry into, or
performance of its obligations under any of the Finance Documents.

(d) Power and authority

The Borrower has the power and authority to enter into, perform and deliver,
and has taken all necessary action to authorise its entry into, and
performance and delivery, of the Finance Documents to which it is or will be a
party, and the transactions contemplated by those Finance Documents.

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(e) Validity and admissibility in evidence

All authorisations required or desirable:

(i) to enable the Borrower to lawfully enter into, exercise its rights and
comply with its obligations in the Finance Documents to which it is
a party;

(ii) to make the Finance Documents to which the Borrower is a party

admissible in evidence in India; and

(iii) for the Borrower to carry on its business,

have been obtained or effected and are in full force and effect.

(f) No filing or stamp taxes

Under law, other than: (i) payment of stamp duty which has already
been made and is evidenced on the face of each Finance Document,
(ii) registration of the security interest created under the Finance
Documents with the relevant registrar of companies, and (iii) notarization
of the Credit Agreements it is not necessary that any Finance Document be
filed, recorded or enrolled with any court or other authority or that any stamp,
registration, notarial or similar taxes or fees be paid on or in relation to
any Finance Document or the transactions contemplated thereunder.

(g) Taxes

(i) The Borrower has paid all taxes required to be paid by it under
applicable law (except to the extent that such payment is being
contested in good faith).

(ii) The Borroweris not required to make any deduction for or on account of
tax from any payment it may make under any Finance Document other
than as required under the Income Tax Act, 1961.

(h) No default

(i) No default is continuing or might reasonably be expected to result from

the entering into or performance by Borrower of any Finance Document.

(ii) No other event or circumstance is outstanding which constitutes an

event of default under any other agreement or instrument which is
binding on the Borrower or to which the assets of the Borrower are
subject which might have a Material Adverse Effect.

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(i) Compliance with applicable law

The Borrower is in compliance with all, and has not breached any, applicable law
(including but not limited to any rule, regulation, circular, order, direction of the RBI
or the Securities and Exchange Board of India).

(j) No misleading information

(i) Any factual information provided by or on behalf of the Borrower in

connection with this Master Agreement or any Finance Document,
including the financial information and data furnished to PNB, was true,
complete and accurate in all respects as at the date it was provided or as
at the date (if any) at which it is stated.

(ii) Nothing has occurred or been omitted from the information so provided
and no information has been given or withheld that results in the
information provided by or on behalf of the Borrower being untrue
or misleading in any respect.

(k) No proceedings pending

(i) No litigation, arbitration, investigative or administrative proceedings of or

before any court, arbitral body or agency (including any arising from or
relating to environmental law)which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect have been
started against (nor any notice in relation thereto has been received by)
the Borrower.

(ii) The Borrower has not received any official notice from any
governmental authority with respect to a violation and/or failure to
comply with any applicable law or requiring them to take or omit
any action.

(l) No immunity

Neither the Borrower nor any of the assets of the Borrower is entitled to
immunity under applicable law from suit, execution, attachment or other legal
process in India. The entry into the Finance Documents constitutes, and the
exercise of the Borrower’s rights and performance of and compliance with
Borrower’s obligations under the Finance Documents will constitute, private
and commercial acts done and performed for private and commercial
purposes.

(m) Assets and title

The Borrower has good and marketable title to or is otherwise entitled to use,
all assets necessary or desirable for it to carry on its business as it is being or
is proposed to be conducted and to all assets over which a security interest is
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 created / proposed to be created by the Borrower in favour of PNB.

(n) Solvency

(i) The Borrower is able to, and has not admitted its inability to, pay its
debts as they mature and has not suspended making payment on any of its
debts.

(ii) The Borrower, by reason of actual or anticipated financial difficulties,

has not commenced, and does not intend to commence, negotiations
with one or more of its creditors with a view to rescheduling any of its
indebtedness.

(iii) The value of the assets of the Borrower is more than its liabilities and it has
sufficient capital to carry on its business.

(iv) No moratorium has been declared in respect of any indebtedness of the

Borrower.

(v) No reference, inquiry, step or proceedings under the Reserve Bank of India
(Prudential Framework for Resolution of Stressed Assets) Directions
2019 dated June 7, 2019 has been made in relation to the Borrower.

(vi) Neither PNB nor any other bank or financial institution has declared any
advance or investment in the Borrower, respectively, a “non-performing asset
or investment” as defined under the relevant RBI regulations.

(vii) The Borrower has not taken any corporate action and no other steps
have been taken or legal proceedings have been started nor has the
Borrower received any notice for any legal proceedings against it for its
winding-up, dissolution, administration or reorganisation or for the
appointment of a receiver, administration, administrative receiver,
trustee or similar officer of it or of any or all of its assets or revenues.

(viii) No application has been filed before the National Company Law Tribunal
seeking the commencement of an insolvency resolution process under
the Insolvency and Bankruptcy Code, 2016 in respect of the Borrower.

(o) Authorised signatories

Each person specified as an authorised signatory of the Borrower in any

documents delivered to PNB pursuant to the Finance Documents, is subject to
any notice to the contrary delivered to the PNB, authorised to sign all
documents and notices on behalf of the Borrower.

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 (p) Wilful defaulter

(i) Neither the Borrower nor any of its respective directors have been
identified as a wilful defaulter by the RBI.

(ii) No bank or financial institution has applied to the RBI to declare

the
Borrower as a willful defaulter.

(q) No security

The Borrower has not created or agreed to create or subsist any security on its
rights, title and interest in and to the assets secured by the Borrower in favour
of PNB in accordance with the Credit Agreements.

3.2. Each of the representations and warranties set out in Clause 3.1 above are
deemed to be made by the Borrower with reference to the facts and circumstances
then existing on the Effective Date and shall be deemed to be repeated on each day
until all outstanding amounts under the Credit Agreements and the other
Finance Documents have been duly repaid by the Borrower to PNB.

4. Covenants and Undertakings

4.1. The Borrower agrees and undertakes to abide by the covenants and undertakings
set out in Clause 4.3 (General Covenants) and Clause 4.4 (Informational
Covenants) at all times until all outstanding amounts under the Credit Agreements
and the Finance Documents have been duly repaid by the Borrower to PNB.

4.2. The borrower hereby agreed/ accepted that Key fact statement (KFS), wherever
applicable, having unique proposal number/ account number
______________________ dated ___________________, as amended/ revised
from time to time, shall form integral part of the loan agreement.

4.3. General Covenants

(a) Authorisations

The Borrower shall promptly:

(i) obtain, comply with and do all that is necessary to maintain in full force
and effect; and

(ii) supply certified copies to PNB of,

any authorisation required under any law or regulation to enable it to perform

its obligations under any Finance Document (including, without limitation,
inconnection with any payment to be made thereunder) and to ensure
the legality, validity, enforceability or admissibility in evidence in its jurisdiction
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 of incorporation of any Finance Document or otherwise required for carrying on
its business.

(b) Compliance with laws

The Borrower shall comply in all respects with applicable law (including any rule,
regulation, circular, order, direction of the RBI or Securities and Exchange
Board of India to which it may be subject).

(c) Disposals

The Borrower shall not enter into a single transaction or a series of transactions
(whether related or not) to sell, lease, transfer or otherwise dispose of any
substantial part of its assets where such sale, lease, transfer or disposal might
result in a Material Adverse Effect.

(d) Use of proceeds

Each Facility shall be utilised by the Borrower only for the purpose(s) set out in
the relevant Finance Documents.

(e) Constitutional documents

The Borrower shall not make any amendment to its constitutional documents or its
registered partnership deed (as applicable) which could reasonably be expected
to have a Material Adverse Effect, without the prior written consent of PNB.

(f) Arm’s Length dealings

Without prejudice to the generality of its obligations under Clause 4.2(b)

above, in the event the Borrower enters into any arrangement, agreement or
commitment (including any derivative transaction) with any person or pays
any fees, commissions or other sums on any account whatsoever to any
persons other than in the ordinary course of trading, at arm’s length and on normal
commercial terms, it shall make all necessary disclosures and filings required to
be made in relation thereto under applicable law.

(g) Taxes

(i) The Borrower shall pay and discharge all taxes, rates, rents and
governmental charges upon the Borrower and its respective assets
before penalties become attached thereto and shall establish adequate
reserves for the payment of any taxes, rates, rents and governmental charges
becoming due unless such taxes, rates, rent and governmental charges are
being contested in good faith by appropriate proceedings.

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 (ii) The Borrower shall make all filings required under applicable laws and
regulations (including, without limitation, the obligations to file regular
tax returns with any governmental authority).

(h) Business

(i) The Borrower shall conduct its business with due diligence and
efficiency and in accordance with sound engineering, technical,
managerial and financial standards and business practices with
qualified and experienced management personnel.

(ii) The Borrower shall not make any substantial change to the general
nature of its business, as the case may be, from that as actually carried
on at the date of this Agreement.

(i) Wilful defaulter

The borrower shall not induct a person whose name appears in the LWD (List
of Wilful Defaulters) on its board or as a person in charge and responsible for
the management of the affairs of the entity. In case such a person is found to
be on its Board or as a person in charge and responsible for the management
of the affairs of the entity, the borrower would take expeditious and effective
steps for removal of such a person from the Board or from being in charge of
its management.

(j) No Security

The Borrower shall not create or agree to create or allow to subsist any
security on its rights, title and interest in and to the assets secured in favour of
PNB under any Finance Document.

(k) Red flag

In case of a credit facility/ loan account of the borrower is classified as Red-

Flagged account as per bank’s/ RBI’s extant guidelines, audit shall be
conducted at the behest of Bank. Bank will have the right to appoint an external
auditor and/or internal auditor for further investigation in the account and
borrower to provide necessary cooperation for conducting such audit. The cost
of such audit is to be borne by the borrower.

(l) Diversion/Siphoning of Funds

The Borrower shall certify that the funds have been utilised for the
purpose for which they were obtained. In case of the wrong certification by the
borrower, Bank shall consider initiating appropriate legal proceedings, including
criminal proceedings wherever necessary, against the borrower.

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 The Borrower authorises the bank to issue mandate/direction to the borrower’s
auditor to certify non-diversion/siphoning of funds out of the amount of the
facilities availed by the borrower. The borrower also authorises the bank to
issue mandate/ direction to borrower’s auditors also to certify the extent/amount
of diversion/ siphoning of funds out of the amount of the facilities availed of by
the borrower, if the auditors detect any diversion/siphoning of funds. The
Borrower undertakes to authorise the borrower’s auditors to provide such
certificate as required by the bank at the borrower’s cost.

4.4. Informational Covenants

(a) Financial Statements

The Borrower shall during currency of the Facilities supply to PNB, true and
correct financial information including any material data relating to it, which
affects commercial decision of PNB to give and or to continue the said credit
limits sanctioned or to be sanctioned.

(b) Information: Miscellaneous

The Borrower shall supply to PNB:

(i) promptly, if it has notice of:

(A) any information, letter, communication or any other document of

which the Borrower becomes aware or has knowledge of in
relation to initiation of a corporate insolvency process (by whatever
name called) by any person or any governmental authority or an
application made or proposed / threatened to be made by any
person (including to any governmental authority (including without
limitation, the RBI)) or by any governmental authority (including
without limitation, the RBI) in relation thereto; or

(B) any suit, or proceeding which is wholly or partly of a non-monetary

nature that has been initiated against it which might, if adversely
determined, have a Material Adverse Effect; or

(C) if a receiver is appointed in respect of any of its properties or

business or undertaking, information in respect thereof;

(ii) promptly and in no event later than 3 (three) business days of the
occurrence of such event, the details (in writing) of any litigation,
arbitration, investigative or administrative proceedings or labour
disputes against the Borrower which are current, pending or any notice in

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 relation to which has been received by the Borrower and which might, if
adversely determined, have a Material Adverse Effect;

(iii) promptly, any information regarding proposed merger, amalgamation or

reconstruction of the Borrower;

(iv) promptly, such further information regarding the financial condition, business
and operations of Borrower as PNB may reasonably request;

(v) promptly, all information relating to any latent or patent defect/s affecting the
security position and any material defects in the security and/or any defects
which may affect the interests, rights and claims of PNB adversely, or
which might have caused PNB not to enter into this Agreement or any
Finance Document or provide the Facilities to the Borrower;

(vi) promptly all relevant information regarding any change in the nature and
conduct of the business of the Borrower, which could reasonably be
expected to result in a Material Adverse Effect prior to undertaking such a
change in business; and

(vii) promptly, notice of any change in the authorised signatories, signed by one
of its directors or its company secretary or partner of the Borrower (if
applicable), whose specimen signature has previously been provided to PNB,
accompanied (where relevant) by a specimen signature of each new
signatory.

(viii) promptly upon making any decision by the Borrowerto initiate an

insolvency process (by whatever name called) or any discussions by
the board of directors or partners of the Borrowerin relation to initiation of an
insolvency process (by whatever name called) of the Borrower.

(c) Notification of default

The Borrower shall notify PNB of any default in relation to or caused on account
of the Borrower and any event or circumstance which constitutes an event of default
(howsoever described) under any other material agreement binding upon it (and in each
case, the steps, if any, being taken to remedy it) promptly (and in no event later
than 3 (three) business days of the occurrence of such event) upon becoming
aware of its occurrence.

(d) Books, records and inspection

(i) The Borrower shall keep proper books of account as required by

applicable law and the business of the Borrower, as the case may be, and
keep the said books of account and all other books, registers and other
documents relating to the affairs of the Borrower at its registered office.

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 (ii) Upon the request of PNB, the Borrower shall provide PNB and any of its
representatives, professional advisers and contractors with access to
and permit them to, at the cost of the Borrower:

(A) enter any premises or property at all reasonable times;

(B) examine, inspect and make copies of the books and records of the
Borrower, as the case may be, in each case at reasonable times and
upon prior reasonable notice; and

(C) discuss the affairs, finances and accounts of the Borrower with,
and be advised as to the same, by the relevant officers.

(e) ‘Know your Customer’ Checks

The Borrower shall submit to PNB all information required by PNB to complete
all "know your customer" checks required by applicable law.

5. Events of Default

5.1. Each of the events or circumstances set out in the following sub-clauses
shall constitute an event of default under this Agreement (“Event of Default”):

(a) Non payment

The Borrower does not pay on the due date any amount payable pursuant to
any Credit Agreementor any other Finance Document.

(b) Other obligations

The Borrower does not comply with any of its obligations under this Master
Agreement or any Finance Document other than those events specifically
referred to in any other provision of this Clause 5.1
(c) Misleading Information

(i) Any information given by the Borrower or by any of its authorised

representatives to PNB, and/or any other document/
certificate/receipt/statement etc., to PNB in connection with any Finance
Document is found to be misleading or incorrect in any material respect.

(ii) Any representation or statement made or deemed to be made by the

Borrower in any Finance Document or in this Master Agreement or any other
document delivered by or on behalf of the Borrower under or in connection
with this Master Agreement orany Finance Document is incorrect or
misleading in any material respect when made or deemed to be made.

(d) Failure to furnish information/documents

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 The Borrower fails to furnish PNB with the information required to be provided
to PNB under Clause 4.3 (Informational Covenants) of this Master Agreement or
any other Finance Document or any other material information/s as
required to be provided to PNB as per various statutes, rules, guidelines or
required as per guidelines of the regulator i.e. the RBI or any other statutory
authority from time to time.

(e) Cross default

(i) Any financial indebtedness of the Borrower is not paid when due nor
within any originally applicable grace period.

(ii) Any financial indebtedness of the Borroweris declared to be or

otherwise becomes due and payable prior to its specified maturity as a result
of any actual or potential default, event of default, or any similar event
(however described) after the expiry of any originally applicable grace
period.

(iii) Any commitment for any financial indebtedness of the Borrower is

cancelled or suspended as a result of any actual or potential default,
event of default, or any similar event (however described) after the
expiry of any originally applicable grace period.

(iv) Any creditor of the Borrower becomes entitled to declare any financial
indebtedness of the Borrower due and payable prior to its specified
maturity as a result of any actual or potential default, event of default, or any
similar event (however described) after the expiry of any originally applicable
grace period.

(v) Any security over any assets of the Borrower is enforced by the holder of
such security, or any analogous procedure or step is taken in any
jurisdiction.

(vi) There is an event of default or potential event of default (howsoever

described) or other similar condition or event which with the lapse of
time or giving of notice may become an event of default under one or more
agreements or instruments relating to any indebtedness granted by any
person to the Borrower.

(f) Insolvency

(i) The Borrower is deemed by law to be unable to or admits its inability to, pay
its debts as they fall due or suspends making payments on any of its debts
or, by reason of actual or anticipated financial difficulties, commences
negotiations with one or more of its creditors with a view to rescheduling any
of its indebtedness.

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 (ii) The Borrower commits any act of bankruptcy, insolvency, suspends
payment to any of its creditors.

(iii) The value of the assets of the Borrower is less than its liabilities (taking into
account contingent and prospective liabilities).

(iv) A moratorium is declared in respect of the Borrower.

(g) Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step in relation to:

(i) the suspension of payments, winding-up, liquidation, dissolution, or

reorganisation (other than a solvent reorganisation) of the Borrower;

(ii) a composition, compromise, assignment or arrangement with any

creditor of the Borrower, including, under the Reserve Bank of India
(Prudential Framework for Resolution of Stressed Assets) Directions
2019 dated June 7, 2019;

(iii) the appointment of a liquidator, receiver, insolvency professional or other

similar officer in respect of the Borrower or the whole or a material part of its
assets; or

(iv) any application in relation to an insolvency resolution process for

voluntary insolvency under the Insolvency and Bankruptcy Code, 2016 (or
any similar law or regulation) in respect of the Borrower is filed by the
Borrower;

(v) any application initiating or otherwise in relation to an insolvency

resolution process under the Insolvency and Bankruptcy Code, 2016 (or any
similar law or regulation) in respect of the Borrower is filed by any person with
a governmental aauthority or by any governmental authority with any tribunal
or court of competent jurisdiction;

(vi) any action is taken or threatened to be taken or an intention to take any action
is expressed in writing, by any governmental authority, in connection
with an insolvency resolution process under the Insolvency and Bankruptcy
Code, 2016 (or any similar law or regulation) in respect of the Borrower.

(h) Judgments, creditors' process

(i) The Borrower fails to comply with or pay any sum due from it under any final
judgment or any final order made or given by a court of competent jurisdiction.

(ii) Any expropriation, attachment, sequestration, distress or execution affects

any asset or assets of the Borrower.

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(i) Moratorium

The Government of India or any other relevant governmental authority

declares a general moratorium or „standstill‟ (or makes or passes any order or
regulation having a similar effect) in respect of the payment or repayment of any
financial indebtedness (whether in the nature of principal, interest or otherwise)
owed by the Borrower (and whether or not such declaration, order or regulation
is of general application, applies to a class of persons which includes the
Borrower).

(j) Expropriation
Any governmental authority or other authority (whether de jure or de facto)
nationalises, compulsorily acquires, expropriates or seizes all or any part of the
business or assets of the Borrower.

(k) Cessation of Business

The Borrower suspends or ceases, or takes any steps or action to suspend or

cease, to carry on all or a substantial part of the business it carries on or proposes
to carry on as on the Effective Date.

(l) Unlawfulness or change in law

It is or becomes unlawful for the Borrower to perform its obligations under

any Finance Document.

(m) Repudiation

The Borrower repudiates this Master Agreement and/or any Finance

Document or evidences an intention to repudiate this Master Agreement
and/or any Finance Document.

(n) Material Adverse Effect

A Material Adverse Effect exists, has occurred or could reasonably be

expected to occur.

(o) Material Litigation

(i) Any litigation, arbitration, investigative or administrative proceeding is

current :

(A) to restrain the Borrower’s entry into, the exercise of any of the
Borrower’s rights under, or compliance by the Borrower with any of
its obligations under, the Finance Documents; or

(B) which PNB determines has or if, adversely determined, could

reasonably be expected to have a Material Adverse Effect.

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 (ii) Any criminal litigation, investigation or proceeding is current, pending,
initiated or threatened against the Borrower.

5.2. Upon the occurrence of an Event of Default, without prejudice to the

remedies available to PNB under any Finance Document:

(a) PNB shall have the right to, by notice in writing to the Borrower:

(i) cancel the undrawn portion of any or all Facilities whereupon such
Facility shall immediately be cancelled;

(ii) declare that all or part of the amount under any or all of the Facilities,
together with accrued interest, and all other amounts accrued or
outstanding under the relevant Finance Documents be immediately due
and payable; and/or

(b) PNB shall be entitled to exercise all its rights and remedies available to
it under applicable law, to enforce the rights contemplated under this
Master Agreement and the Finance Documents, including the right to
enforce the security created under any Finance Document, without any
notice and without assigning any reason and at the risk and expense of the
Borrower and if necessary, as attorney for and in name of the Borrower and
shall also have the right to appoint a nominee director on the board of directors
of the Borrower on such terms as PNB may deem fit and the Borrower
shall undertake all acts and things and execute such documents and writings
as may be required by PNB for giving effect to such appointment.

(c) the Borrower shall not, without the prior written consent of PNB, declare or pay
any dividend or other distribution (whether in cash or otherwise) to its
equity shareholders or partners (as applicable) during any financial year
unless it has paid in full all the outstanding amounts to PNB in accordance with
the Finance Documents.

(d) PNB shall be authorised to review the existing credit limits and report to take
all necessary steps including recalling of the credit limits, invoking
guarantees, filing of a suit or a reference with any court, tribunal, authority
etc. or reporting the matter to any agency in line with the RBI‟s or
PNB‟s guidelines and terms and conditions already agreed between the
Parties and embodied in the Finance Documents.

6. Miscellaneous

6.1. On and from the Effective Date, this Master Agreement and each Credit
Agreement will be read and construed as one document.

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6.2. In case of a conflict between the provisions of this Master Agreement and
any Credit Agreement, the provisions of the relevant Credit Agreement, to the extent
of such conflict, shall prevail and override the provisions of this Master Agreement.

6.3. On and from the Effective Date: (a) references in any Credit Agreement to “this
Agreement” or “this Loan Agreement” shall be construed to include references
therein to this Master Agreement; and (b) each reference to any Credit Agreement
contained in any document shall be construed as a reference to such Credit
Agreement as supplemented by this Master Agreement.

6.4. On and from the Effective Date, this Master Agreement is hereby designated as a
“Finance Document”.

6.5. This Master Agreement may be executed in counterparts, each of which when
taken together shall constitute one and the same agreement.

6.6. This Master Agreement is governed by Indian law.

6.7. That the contents of the Agreement have been read over and translated into
vernacular language [name of the language of the borrower/s]
and borrower/s having understood the contents thereof subscribe(s) to these
presents.

In witness whereof, each of PNB and the Borrower have here unto set
their respective signatures on the day, month and year above mentioned.

Date:
Place:_

Signature
Name of the Borrower/Executant:

Authorised Signatory
Page 19 of 20
 Narration of
affixing Common
Seal, if any, by the
Borrower

Signed, Sealed
and delivered
pursuant to
Resolution passed by
the

Board of Directors on in
the presence of
who has
signed in token thereof.

Address: -
Fax No: -
Email Address: -
Attention: -

Signature

Name of PNB:

Authorised Signatory

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