LOAN AGREEMENT
This Loan agreement (the "Agreement") is made on August 23, 2022 ("Effective Date") at Delhi, India
BY AND BETWEEN:
Ramesh Singh, son of Ramesh Singh, resident of Begusharai (hereinafter referred to as the "Borrower" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the ONE PART
AND
Jai Prakash, son of Roshan SIngh, resident of Charapatti (hereinafter referred to as the "Lender" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the SECOND PART
(The Borrower and the Lender shall hereinafter individually referred to as "Party" and collectively as "Parties")
WHEREAS
A. The Borrower is in the business of:
Shop
B. The Borrower requires funds and has requested the Lender to provide financial assistance for an amount of Rs. 1,00,000 (Rupees one lakh only) ("Loan") and the Lender has agreed to do the same.
C. Pursuant to the above, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Lender shall provide the Loan to the Borrower, and other agreements in connection therewith.
1 DEFINITIONS AND INTERPRETATION
(a) "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority;
(b) "Approvals" shall mean sanctions, permissions, consents, validations, confirmations, licenses, and other authorizations obtained and/or required to be obtained from any Government Body;
(c) "Business Day" means a day that is not a Saturday, Sunday, public holiday or bank holiday in Delhi, India.
(d) "Default Interest Rate" means 24 % (twenty-four percent) per annum.
(e) "Government Body" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof;
(f) "Interest Rate" means 24 % (twenty-four percent) per annum.
(g) "Loan Amount" means the principal amount of the Loan provided by the Lender to the Borrower at its discretion being an amount equivalent to Rs. 1,00,000 (Rupees one lakh only).
(h) "Material Adverse Change" means any change in circumstances of the Borrower that the Borrower knows, or should know, will materially affect its capacity to perform its obligations under this Agreement.
(i) "Outstanding Amount" means
(j) "Repayment Date" means the date on which the last installment falls due for payment being a date falling 24 months after the commencement date of this Agreement as specified in the Schedule attached hereto or such other date as the Lender and Borrower may agree to in writing.
(k) Interpretation
(i) The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
(ii) Unless the context otherwise requires, in this Agreement:
(iii) words using the singular or plural number also include the plural or singular number, respectively;
(iv) words denoting any gender shall include all genders;
(v) the words "written" and "in writing" include any means of visible reproduction;
(vi) the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;
(vii) the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;
(viii) references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organisation or government, state or any political subdivision, instrumentality, agency or authority; and
(ix) references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.
CLAUSE 2 THE LOAN
Subject to the terms of this Agreement, the Lender hereby agrees to grant to the Borrower and the Borrower hereby agrees to avail from the Lender, the Loan in accordance with the provisions contained herein.
CLAUSE 3 INTEREST
(a) Interest shall be payable by the Borrower on the Loan at the rate of 24 % (twenty-four percent) per annum.
(b) The Borrower acknowledges that the Loan provided under this Agreement is for a commercial transaction and it hereby explicitly waives any defence that may be available to it under usury or other laws relating to the charging of interest.
(c) If the Borrower defaults in making any payment of the Loan or any Interest or any other amount under this Loan Agreement on its due date, interest shall accrue on the unpaid sum from the due date up to the date of actual payment at the Default Interest Rate. Any interest accruing under this Clause shall be immediately payable by the Borrower on demand by the Lender.
CLAUSE 4 REPAYMENT
(a) The Borrower shall make payment of fixed monthly instalments each calender month as specified in the Schedule hereto. Each instalment shall be an amount of: Rs. 5,287.11 (Rupees five thousand two hundred and eighty-seven and eleven paise only) to be paid every month.
Notwithstanding any other term of this Agreement, the entire Loan alongwith the accrued interest and other sums due and payable under the Loan Agreement shall be due and payable on or before the 31-08-2024.
(b) The Borrower shall repay the amounts drawn down under the Loan in accordance with the repayment schedule set forth under the Schedule hereunder.
(c) Notwithstanding any other term of this Agreement, the entire Loan alongwith the accrued interest and other sums due and payable under the Loan Agreement shall be due and payable on or before the 31-08-2024.
CLAUSE 5 PREPAYMENT
(a) The Borrower shall be permitted to prepay the principal amount of the Loan.
(b) Any prepayment made by the Borrower shall be applied by the Lender in the following order:
(i) firstly, towards payment of accrued interest;
(ii) secondly, towards any costs, expenses or fees accrued in relation to the Agreement;
(iii) thirdly towards the principal amount of the Loan;
(iv) fourthly, as a prepayment towards future payments due in accordance with this Agreement.
CLAUSE 6 UTILISATION OF THE LOAN
(a) The Lender may in its discretion, but without being bound to, monitor or verify the application of any amount borrowed pursuant to this Agreement. The Borrower undertakes to make available to the Lender such books and records as may be required by the Lender for such monitoring.
CLAUSE 7 OBLIGATIONS OF THE BORROWER
(a) The Borrower shall ensure that the security provided to the Lender towards the Loan amount is kept insured at all times and the name of the Lender is recorded with the insurer as a person holding a charge over the security;
(b) The Borrower shall provide information, and give access to records as may be reasonably requested by the Lender;
(c) to ensure that there is no substantial change in the nature of business carried on by the Borrower without the written consent of the Lender;
(d) to comply with all Applicable Laws and keep all Authorisations required for its business in force;
(e) to make no counter-claim or set-off against any payment due under this agreement and make such payments on or before the date they fall due for payment without any deductions whatsoever; and
(f) to provide notice to the Lender of any Event of Default or Material Adverse Change.
CLAUSE 8 REPRESENTATIONS AND WARRANTIES OF THE BORROWER
The Borrower hereby represents and warrants to the Lender that:
(a) All necessary corporate and other authorisations required in connection with its entry into, the performance of and the validity and enforceability of its obligations and delivery of the Loan Agreement to which it is a Party and the transactions contemplated by this Loan Agreement have been obtained and are in full force and effect;
(b) The obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations in accordance with their terms;
(c) The execution and performance by it of this Agreement does not conflict with or is in default of any Applicable Law, or any contract entered into by it with any party;
(d) All documents provided by the Borrower to the Lender are true and correct and any financial statements provided to the Lender give a true and fair view and represent the Borrower's financial condition.
(e) All information supplied by the Borrower for the purpose of the Loan is true, complete and accurate in all material respects as at the date on which it was given and is not misleading in any respect.
(f) There are no lawsuits, arbitrations actions or proceedings pending or, to the knowledge of the Borrower threatened against the Borrower.
(g) The Borrower is in compliance with Applicable Laws and possesses all authorisations required under applicable laws to conduct its business.
CLAUSE 9 EVENTS OF DEFAULT
Each of the following events shall constitute an Event of Default:
(a) failure by the Borrower to comply with any of the obligations or covenants under this Agreement;
(b) failure by the Borrower to make payment of any amounts due under this Agreement including without limitation the principal and interest amounts on the date on which such amount is due;
(c) Filing of bankruptcy proceedings against the Borrower;
(d) The Borrower is unable to pay its debts or the value of assets of the Borrower is less than its liabilities or a moratorium is declared in respect of any indebtedness of the Borrower;
(e) Appointment of a receiver or liquidator in respect of the Borrower;
(f) Sale or acquisition of the material portion of the business of the Borrower or if the Borrower ceases or threatens to cease to carry on all or a substantial part of its business;
(g) Where the Lender reasonably is of the opinion that the Loan proceeds have been applied for a purpose other than the Shop purchase;
(h) where the Borrower breaches any law, order, judgment, decree or regulation which, in the opinion of the Lender, could have a material adverse effect on the business of the Borrower;
(i) Change in control of the Borrower;
(j) Any financial indebtedness of the Borrower is not paid when due, or there is an event of default in respect of any financial indebtedness of the Borrower;
CLAUSE 10 CONSEQUENCES OF AN EVENT OF DEFAULT
On the occurrence of an Event of Default, the Lender may in that event have the rights described hereunder and the rights available under Applicable Law:
(a) Declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Loan Agreement be immediately due and payable, whereupon they shall become immediately due and payable;
(b) Accelerate the repayment of the Loan;
(c) Exercise any other right that the Lender may have under the Loan Agreement or under Applicable Law;
(d) On receipt of notice by the Borrower, from the Lender of the Lender having enforced the security as herein provided, the Borrower shall without raising any dispute, forthwith, quit, vacate and handover vacant and peaceful possession of the Secured Properties to the Lender.
(e) In addition to the above, so long as an Event of Default continues, the Borrower shall pay Default Interest at the rate of % ( per cent) per annum compounded monthly, on the defaulted amount, from the date of occurrence of the Event of Default hereinabove until such Event(s) of Default is/are rectified and the final payment in respect thereof made to the Lender, without any prejudice to the remedies available to the Lender or the Consequences of Events of Default.
(f) All expenses incurred by the Lender after an Event of Default has occurred in connection (a) with preservation of the Borrower's assets (whether then or thereafter existing); and (b) collection of amounts due in respect of the Loan or under these presents, shall be payable by the Borrower.
CLAUSE 11 SEVERABILITY
If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly gives effect to the original intent of the invalid/unenforceable provision.
CLAUSE 12 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.
CLAUSE 13 NO OTHER RIGHTS GRANTED
Nothing in this Agreement is intended to grant any rights under any patent, copyright or other intellectual property rights of any Party in favour of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the transaction under this Agreement. The Lender or Borrower shall not receive any intellectual property rights in the Confidential Information of the other Party other than a limited right to use the Confidential Information for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Party disclosing the Confidential Information.
CLAUSE 14 AMENDMENTS
Any change, alteration, amendment, or modification to this Agreement must be in writing and signed by authorized representatives of both the Parties.
CLAUSE 15 DISPUTE RESOLUTION
Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:
The courts in Bihar shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.
(a) If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.
CLAUSE 16 INDEPENDENT PARTIES
Nothing contained or implied in this letter creates a joint venture or partnership between the Parties or makes one party the agent or legal representative of the other party for any purpose.
CLAUSE 17 ASSIGNMENT
This Agreement shall not be assignable by any Party without the prior written consent of the other Party.
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CLAUSE 19 NOTICES
(a) Except as otherwise specified in this Loan Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers and other communications required or permitted under this Loan Agreement shall be in writing and shall be deemed given when sent to the address specified below.
(b) In the case of Borrower:
Attention: Ramesh Singh
Address: Begusharai
(c) In case of Lender:
Jai Prakash
Address: Charapatti
(d) Either Party may change its address for notification purposes by giving the other Party 10 (ten) days' notice of the new address and the date upon which it will become effective.
CLAUSE 20 GOVERNING LAW
This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
_____________________
Ramesh Singh
_____________________
Jai Prakash
Repayment Schedule
On each payment date: 5,287.11