***LOAN AGREEMENT**** THIS AGREEMENT is made on this ____ day of _____, 20______ (the "Effective Date") BETWEEN: 1. [Insert Full Legal Name of the Borrower], a company incorporated under the laws of India, having its registered office at [insert address] (hereinafter referred to as the "Borrower", which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns), AND 2. [Insert Full Legal Name of the Lender], a company incorporated under the laws of India, having its registered office at [insert address] (hereinafter referred to as the "Lender", which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns). WHEREAS: 1. The Borrower has requested the Lender for a loan and the Lender has agreed to lend the requested amount to the Borrower subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements herein contained, the parties hereto agree as follows: 1. **LOAN AMOUNT AND TERMS OF PAYMENT** The Lender agrees to lend to the Borrower and the Borrower agrees to borrow from the Lender, a sum of [insert loan amount] (the "Loan"), to be repaid on terms as set forth herein. 2. **INTEREST** The Loan shall bear interest at the rate of [insert interest rate] per annum, calculated on the basis of actual number of days elapsed and a year of 365 days. 3. **REPAYMENT** The Borrower shall repay the Loan and the accrued interest thereon in accordance with the repayment schedule attached hereto as Schedule A. 4. **SECURITY** The Borrower hereby pledges and assigns to the Lender, as security for the repayment of the Loan and all other obligations under this Agreement, all of the Borrower's right, title and interest in and to [insert description of collateral]. 5. **REPRESENTATIONS AND WARRANTIES** The Borrower represents and warrants to the Lender that, among other things, it is duly organized, validly existing and in good standing under the laws of India, it has the power and authority to enter into this Agreement and the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action. 6. **COVENANTS** The Borrower covenants and agrees that, among other things, it will use the Loan solely for the purpose of [insert purpose of loan]. 7. **EVENTS OF DEFAULT** The occurrence of any of the following events shall constitute an "Event of Default" under this Agreement: (i) the Borrower fails to make any payment when due under this Agreement; (ii) the Borrower breaches any of its covenants under this Agreement; (iii) any representation or warranty made by the Borrower in this Agreement proves to have been incorrect in any material respect when made; (iv) the Borrower becomes insolvent or admits in writing its inability to pay its debts as they become due. 8. **REMEDIES UPON DEFAULT** Upon the occurrence of any Event of Default, the Lender may, at its option, declare all amounts owing under this Agreement to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower. 9. **WAIVER** No failure or delay by the Lender in exercising any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. 10. **NOTICES** Any notice, request, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered mail, return receipt requested, to the parties at their respective addresses set forth above or to such other address as either party may designate by notice to the other. 11. **GOVERNING LAW** This Agreement shall be governed by and construed in accordance with the laws of India. 12. **JURISDICTION** Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [insert jurisdiction]. 13. **BINDING EFFECT** This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 14. **AMENDMENTS** This Agreement may be amended or modified only by a written instrument executed by both the Borrower and the Lender. 15. **SEVERABILITY** If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 16. **ENTIRE AGREEMENT** This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. _______________ _______________ [Name of Borrower] [Name of Lender] By:______________ By:______________ Name: Name: Title: Title: Witness: Witness: __________________ ___________________ Name: Name: Schedule A – Repayment Schedule [Insert detailed repayment schedule] (Note: This is a basic loan agreement and does not cover all legal aspects. You should seek legal advice before entering into any legal agreement.)