DRAFT FOR DISCUSSION PURPOSES ONLY

August07-VI
STANDARD TERMS (07-VI)
AS APPLICABLE TO GUARANTEE FOR CONSORTIUM TERM LOAN
Registee! "# t$e %%%% !&' "( %%%%%%%%%) *007
+it$ t$e Su,-Regist& "( Assu&#-es) Ne+ De.$i
/i!e egist&ti"# #"0 %%%%%%% i# B""1 N"0 2)
V".0 N"0 %%%%% ("3 4&ges %%%% t" %%%%%
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STANDARD TERMS
AS APPLICABLE TO GUARANTEE FOR CONSORTIUM TERM LOAN
1. St&#!&! Te3s
These St&#!&! Te3s shall, if the Guarantee so provides, be applicable to the guarantee
provided under such Guarantee by the Guarantors in favour of the Lenders.
If there is any inconsistency between the Standard Ters and the Guarantee, the Guarantee
will prevail.
2. De(i#iti"#s
5Gu&&#tee5 eans the particular deed!letter of guarantee e"ecuted by the Guarantors in
favour of the particular #onsortiu of Lenders in respect of the $acility and includes the
Standard Ters as applied thereto, and all schedules, suppleents, deed%s& of accession,
novations, odifications and aendents to such Guarantee. 'nless the ter (Standard
Ters) is used separately, the ter (the Guarantee) or the (Guarantee), wherever used in the
Guarantee or these Standard Ters, shall be deeed to refer to the Guarantee read together
with and including these Standard Ters.
*ll capitalised ters used but not defined in these Standard Ters shall have the respective
eanings assigned to the under the Guarantee.
+. Re4ese#t&ti"#s) +&&#ties) -"#(i3&ti"#s) et-0
The Guarantors a,e the following representations, warrants and confirations -
%a& The Guarantors have the copetence and power to e"ecute the Guarantee.
%b& The Guarantors have done all acts, conditions and things re/uired to be done, fulfilled
or perfored, and all authorisations re/uired or essential for the e"ecution of the Guarantee
or for the perforance of the Guarantors0 obligations in ters of and under the Guarantee
have been done, fulfilled, obtained, effected and perfored and are in full force and effect
and no such authorisation has been, or is threatened to be, revo,ed or cancelled.
%c& The Guarantee has been duly and validly e"ecuted by the Guarantors or on behalf of
the Guarantors and the Guarantee constitutes legal, valid and binding obligations of the
Guarantors.
%d& The entry into, delivery and perforance by the Guarantors of, and the transactions
conteplated by, the Guarantee do not and will not conflict - %i& with any law. %ii& with the
constitutional docuents, if any, of the Guarantors. or %iii& with any docuent which is
binding upon the Guarantors or on any of their assets.
%e& *ll aounts payable by the Guarantors under the Guarantee will be ade free and
clear of and without deduction ! withholding for or on account of any ta" or levy and without
any set off.
%f&%i& The e"ecution or entering into by the Guarantors of the Guarantee constitute, and
perforance of their obligations under the Guarantee will constitute, private and coercial
acts done and perfored for private and coercial purposes. %ii& The Guarantors are not,
will not be entitled to, and will not clai iunity for theselves or any of their assets fro
suit, e"ecution, attachent or other legal process in any proceedings in relation to the
Guarantee.
%g& The Guarantors0 confiration on governing law as provided in #lause 11 hereof, is
legal, valid and binding on the Guarantors.
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%h& 2o litigation, arbitration, adinistrative or other proceedings are pending or
threatened against the Guarantors or their assets, which, if adversely deterined, ight have
a 3aterial *dverse 4ffect in relation to the Guarantors.
%i& %i& *ll inforation counicated to or supplied by or on behalf of the Guarantors to
the Lenders fro tie to tie in a for and anner acceptable to the Lenders, are true and
fair!true, correct and coplete in all respects as on the date on which it was counicated or
supplied. %ii& 2othing has occurred since the date of counication or supply of any
inforation to the Lenders which renders such inforation untrue or isleading in any
respect.
%5& in the event of any disagreeent or dispute between the Lenders and the Guarantors
regarding the ateriality or reasonableness of any atter including of any event, occurrence,
circustance, change, fact, inforation, docuent, authorisation, proceeding, act, oission,
clais, breach, default or otherwise, the opinion of the Lenders as to the ateriality or
reasonableness of any of the foregoing shall be final and binding on the Guarantors.
%,& any adission or ac,nowledgeent in writing given or any part payent ade by the
6orrower in respect of the $acility shall be binding on the Guarantors and shall be treated as
given on behalf of the Guarantors also.
%l& the Guarantee is in addition to and not by way of liitation of or substitution for, any
other guarantee%s& that the Guarantors ay have previously given or ay hereafter give to the
Lenders!its trustees!noinees!agent %whether alone or 5ointly with other parties& and the
Guarantee shall not revo,e or liit any such other guarantee%s&.
%& the Guarantors shall bear all ta"es, duties and charges in relation to the transactions
conteplated under the Guarantee.
%n& all docuents provided by the Guarantors in connection with the Guarantee are genuine.
The Lenders ay at any tie, call for or re/uire verification of originals of any ! all such
copies. *ny such copy in possession of the Lenders shall be deeed to have been given by
the Guarantors.
%o& the Guarantors shall provide such docuents and shall do all such acts, deeds and things
as ay be necessary or re/uired in connection with the Guarantee.
%p& the provisions as are applicable to the 6orrower in relation to the assets of the 6orrower
secured!to be secured by the 6orrower, shall be applicable utatis utandis to the assets of
the Guarantors secured ! to be secured by the Guarantors.
%/& the Guarantors have not received and shall not, without the prior consent in writing of the
Lenders receive any security or coission fro the 6orrower for giving the Guarantee so
long any onies reain due and payable by the 6orrower to the Lenders under the
Transaction 7ocuents.

8. V&i&ti"# "( T&#s&-ti"# D"-u3e#ts
9ithout the concurrence of the Guarantors, the 6orrower and the Lenders shall be at liberty
to vary, alter or odify the ters and conditions of the Transaction 7ocuents and in
particular to defer, postpone or revise the repayent of the $acility and!or payent of interest
and other onies payable by the 6orrower to the Lenders on such ters and conditions as
ay be considered necessary by the Lenders including any increase in the rate of interest.
The Lenders shall also be at liberty to absolutely dispense with or release all or any of the
security ! securities furnished or re/uired to be furnished to the Lenders to secure the $acility
and!or the obligations of the Guarantors under the Guarantee. The Guarantors agree that the
liability under the Guarantee shall in no anner be affected by any such variations,
alterations, odifications, waiver, dispensation with or release of security, and that no further
consent of the Guarantors is re/uired for giving effect to any such variation, alteration,
odification, waiver, dispensation with, or release of security.
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1. G&#t "( ti3e 6 i#!u.ge#-e
The Lenders shall have full liberty, without notice to the Guarantors and without in any way
affecting the Guarantee, to e"ercise at any tie and in any anner any power or powers
reserved to the Lenders under the Transaction 7ocuents, to enforce or forbear to enforce
payent of the $acility or any part thereof or interest or other oneys due to the Lenders
fro the 6orrower or any of the reedies or securities available to the Lenders, to enter into
any coposition or copound with or to grant tie or any other indulgence or facility to the
6orrower, to give!grant teporary or e"tra overdrafts or other advances!credit facilities to the
6orrower and to appropriate payents ade to it by the 6orrower towards
repayent!payent of such overdrafts!advances!credit facilities fro tie to tie and the
Guarantors shall not be entitled to /uestion such appropriation or to re/uire the Lenders to
appropriate such payents towards previous disbursals under the $acility so as to reduce the
liability of the Guarantors hereunder on account of any such payents *27 the Guarantors
shall not be released by the e"ercise by the Lenders of their liberty in regard to the atters
referred to above or by any act or oission on the part of the Lenders or by any other atter
or thing whatsoever which under the law relating to sureties would but for this provision have
the effect of so releasing the Guarantors *27 the Guarantors waive in favour of the Lenders
so far as ay be necessary to give effect to any of the provisions of the Guarantee, all the
suretyship and other rights which the Guarantors ight otherwise be entitled to enforce. The
Guarantors also agree that they will not be entitled to the benefit of subrogation vis:a:vis
securities or otherwise until all the onies due to the Lenders under the $acility are fully
repaid ! paid.
The Guarantee shall be enforceable against the Guarantors notwithstanding that any post:
dated che/ues, negotiable instruents, security and!or securities coprised in any
instruent%s& e"ecuted or to be e"ecuted in favour of the Lenders shall, at the tie when the
proceedings are ta,en against the Guarantors on the Guarantee, be outstanding or unrealised
or lost.
;. C"#se#t t" s&.e) et-0
The Guarantors give consent to the sale, ortgage on prior, pari:passu or subse/uent charge
basis, release etc., of any of the assets by the 6orrower fro tie to tie as ay be approved
by the Lenders or the transfer of any of the assets of the 6orrower fro one unit to the other
or to the release or lease out by the Lenders any or whole of the assets charged to the Lenders
!noinee on such ters and conditions as the Lenders ay dee fit and this ay be treated
as a standing and continuing consent for each and every individual act of transfer, ortgage,
release or lease of any of such assets of the 6orrower. 2o separate consent of the Guarantors
for each such transfer, ortgage, release or lease of any of such assets would be necessary in
future.
<. Fut$e ."&#s
The 6orrower will be free to avail of further loan%s& or other facilities fro the Lenders or
any other person in addition to the $acility and!or to secure the sae during the subsistence
of the Guarantee and in that event the guarantee herein contained will not be affected or
vitiated in any way whatsoever but will reain in full force and effect and binding on the
Guarantors.
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=. Gu&&#tee t" e3&i# i# (u.. ("-e &#! e((e-t
The rights of the Lenders against the Guarantors shall reain in full force and effect
notwithstanding any arrangeent which ay be reached between the Lenders and the other
guarantor%s&, if any, or notwithstanding the release of that other or others fro liability and
notwithstanding that any tie hereafter the other guarantor%s& ay cease for any reason
whatsoever to be liable to the Lenders, the Lenders shall be at liberty to re/uire the
perforance by the Guarantors of their obligations hereunder to the sae e"tent in all
respects as if the Guarantors had at all ties been solely liable to perfor the said
obligations.
The Guarantee shall not be wholly or partially satisfied or e"hausted by any payents ade
to or settled with the Lenders by the 6orrower and shall be valid and binding on the
Guarantors and operative until repayent in full of all oneys due to the Lenders under the
Transaction 7ocuents.
>. Pi#-i4&. !e,t"
To give effect to the Guarantee, the Lenders ay act as though the Guarantors were the
principal debtors to the Lenders.
1?. C"34etiti"#
The Guarantors shall not in the event of the li/uidation ! insolvency of the 6orrower prove in
copetition with the Lenders in the li/uidation ! insolvency proceedings.
11. Ceti(i-&te ,' Le#!es) et-0
* certificate in writing signed by a duly authorised official of the Lenders shall be conclusive
evidence against the Guarantors of the aount for the tie being due to the Lenders fro the
6orrower ! the Guarantors in any action or proceeding brought on the Guarantee against the
Guarantors.
12. Li&,i.it' #"t t" ,e &((e-te!
The liability of the Guarantors under the Guarantee shall not be affected by- %i& any change in
the constitution or winding up of the 6orrower ! the Guarantors or any absorption, erger or
aalgaation of the 6orrower ! the Guarantors with any other copany, corporation or
concern. or %ii& any change in the anageent of the 6orrower ! the Guarantors or ta,e over
of the anageent of the 6orrower ! the Guarantors by #entral or State Governent or by
any other authority. or %iii& ac/uisition or nationalisation of the 6orrower ! the Guarantors
and! or of any of its underta,ing%s& pursuant to any law. or %iv& any change in the constitution
of the Lenders. or %v& ban,ruptcy ! insolvency ! death of the Guarantors ! the 6orrower. or
%vi& the absence or deficiency of powers on the part of the Guarantors to give guarantees
and!or indenities or any irregularity in the e"ercise of such powers. The Guarantors shall
not to revo,e the Guarantee during the subsistence of the $acility and the Transaction
7ocuents.
The Guarantee shall be a continuing one and shall reain in full force and effect till such
tie the 6orrower repays ! pays in full the $acility together with all interest, coission,
costs, charges, e"penses and all other onies including any increase as a result of
revaluation ! devaluation ! fluctuation or otherwise in the rates of e"change of foreign
currencies involved, whatsoever stipulated in or payable under the Transaction 7ocuents.
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1+. Set "(( 7 Lie#
%i& The Lenders shall have the paraount right of set:off and lien on the deposits of any
,ind and nature %including fi"ed deposits& held!balances lying in any accounts of the
Guarantors, and on any onies, securities, bonds and all other assets, docuents and
properties held by!under the control of the Lenders %whether by way of security or otherwise
pursuant to any contract entered!to be entered into by the Guarantors in any capacity& to the
e"tent of all outstanding dues, whatsoever, arising as a result of any of the Lenders@ services
e"tended to and!or used by the Guarantors and!or as a result of any other facilities that ay
be granted by the Lenders to the Guarantors.
In addition to the above entioned right or any other right which the Lenders ay at any
tie be entitled whether by operation of law, contract or otherwise, the Guarantors authorise
the Lenders- %a& to sell or dispose off any of the Guarantors0 securities or properties held by
the Lenders by way of public or private sale or assignent or in any other anner whatsoever
without having to institute any 5udicial proceeding whatsoever and retain!appropriate fro
the proceeds derived there fro the total aounts outstanding to the Lenders fro the
Guarantors, including costs and e"penses in connection with such sale ! disposal ! transfer !
assignent. and %b& in case of cross currency set:off, to convert an obligation in one currency
to another currency at a rate deterined at the sole discretion of the Lenders.
18. N"ti-e
*ny deand for payent or notice under the Guarantee shall be sufficiently given if sent by
post to or left at the last ,nown address of the Guarantors and such deand or notice shall be
assued to have reached the addressee in the course of post, if given by post, and no period
of liitation shall coence to run in favour of the Guarantors until after deand for
payent in writing shall have been ade or given as aforesaid and in proving such deand !
notice when sent by post it shall be sufficiently proved that the envelope containing the
deand!notice was posted and a certificate by any official of the Lenders that to the best of
his !her ,nowledge and belief, the envelope containing the said deand!notice was so posted
shall be conclusive as against the Guarantors, even though it was returned unserved on
account of refusal of the Guarantors or otherwise.
The Guarantee shall be irrevocable and the obligations of the Guarantors hereunder shall not
be conditional on the receipt of any prior notice by the Guarantors or by the 6orrower and the
deand or notice by the Lenders as provided above shall be sufficient notice to or deand on
the Guarantors.
11. G"/e#i#g .&+ 7 8uis!i-ti"#
The Guarantee shall be governed by and construed in accordance with the laws of India. The
Guarantors agree that any legal action or proceedings arising out of the Guarantee ay be
brought by the Lenders, in its absolute discretion, in any copetent court, tribunal or other
appropriate foru having 5urisdiction. The Guarantors shall not e"ercise any rights which
they ay have ac/uired by way of subrogation or otherwise, or ta,e any action or a,e any
clai in copetition with an action or a clai of the Lenders.
1;. Se/e&,i.it'
*ny provision of the Guarantee which is prohibited or unenforceable in any 5urisdiction shall,
as to such 5urisdiction, be ineffective to the e"tent of prohibition or unenforceability but shall
not invalidate the reaining provisions of the Guarantee or affect such provision in any other
5urisdiction.
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1<. Dis-."sue
The following confirations are ade by the Guarantors -
%*& the Lenders shall, as the Lenders ay dee appropriate and necessary, be entitled to
disclose all or any -
%i& inforation and data relating to the Guarantors,
%ii& inforation or data relating to the Guarantee or any other securities furnished by the
Guarantors in favour of the Lenders,
%iii& obligations assued ! to be assued by the Guarantors in relation to the $acility under
the Guarantee or any other securities furnished by the Guarantors for any other credit facility
granted ! to be granted by the Lenders,
%iv& default, if any, coitted by the Guarantors in discharge of the aforesaid obligations,
to any agency!credit bureau %the (*gency)& authorised in this behalf by A6I.
%6& The *gency so authorised ay use, process the aforesaid inforation and data disclosed
by the Lenders in the anner as deeed fit by the.
%#& The *gency so authorised ay furnish for consideration, the processed inforation and
data or products thereof prepared by the, to the Lenders! financial institutions and other
credit grantors or registered users, as ay be specified by A6I in this behalf.
%7& The inforation and data furnished by the Guarantors to the Lenders fro tie to tie
shall be true and correct.
%4& In case the Guarantors coit a default in payent or repayent of any aounts in
respect of the $acility, the Lenders and!or A6I will have an un/ualified right to disclose or
publish the details of the default and the nae of the Guarantors %including its directors& as
the case ay be, as defaulters, in such anner and through such ediu as the Lenders or
A6I in their absolute discretion ay thin, fit.
%$& The Lenders shall also be entitled to disclose inforation etc. as stated above to any
person as ay be re/uired ! specified by applicable laws.
1=. Se-uit'
%*& The Guarantors shall, if so re/uired by the Lenders, create ! provide security as ay be
considered appropriate by the Lenders. such security shall secure the perforance of the
obligations of the Guarantors %and the 6orrower if so specified by the Lenders& and be
created in favour of the Lenders or its trustees in such anner and for as re/uired by the
Lenders. *ll such security-
%a& shall not be discharged by interediate payent by the 6orrower ! Guarantors or any
settleent of accounts by the 6orrower ! Guarantors.
%b& shall be in addition to and not in derogation of any other security which the Lenders ay
at any tie hold in respect of the dues of the 6orrower ! Guarantors.
%c& shall be available to the Lenders until all accounts between the Lenders and the
6orrower ! Guarantors in respect of the $acility& are discharged in full to the satisfaction of
the Lenders.
%6& In the event the security furnished by the Guarantors is found to be insufficient !
incorrect in value the Guarantors shall furnish additional security as ay be re/uired by the
Lenders. 9ithout pre5udice to the above, in the event the security furnished by the Guarantors
is subse/uently found to be of inferior value to that as declared by the Guarantors, the
Lenders shall be entitled to declare the sae as an event of default under the $acility
*greeent and call for repayent ! payent of all aounts in respect of the $acility.
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%#& The property secured! to be secured %the Secured Property& will be aintained in good
order and condition and all necessary repairs, additions and iproveents thereto will be
ade during the currency of the $acility and the Guarantors will ensure that the value of the
Secured Property does not diinish.
(D) The Guarantors shall promptly give written notice to the Lenders of:
(a) Any dispute, which might arise between the Guarantors and any person or any
governmental body or authority relating to or concerning the Secured Property.
(b) Any distress or execution being levied against the Secured Property.
(c) Any material circumstances affecting the ability of the Guarantors to perform its
obligations hereunder.
%4& The Guarantors shall bear all costs of a,ing good any deficit in stap duty on any
docuent e"ecuted by the Guarantors in relation to the $acility!security.
%$& The Guarantors confir that the Secured Property is currently in use!occupation of the
Guarantors and the Secured Property shall not be used!occupied by any other person, nor
shall any change of use!purpose of use of the Secured Property be peritted without prior
written perission of the Lenders.
%G& The Guarantors shall ensure that the Secured Property is!are insured against fire,
earth/ua,e, flood, stor, tepest or typhoon and other haBards, as ay be re/uired by the
Lenders being ade the sole beneficiary!loss payee!assignee under the policy, for a value as
re/uired by the Lenders and produce evidence thereof to the Lenders whenever called upon to
do so. and that during the subsistence of the Guarantee, the Guarantors shall ensure that the
insurance policy!ies are valid, subsisting and operative by coplying with the ters of issue
of such insurance policy!ies including the tiely payent of the preiu for such policy!ies,
and agrees to produce the necessary proof!receipts of such validity!subsistence!operativeness
to the Lenders whenever re/uired.
%C& The Guarantors shall proptly infor the Lenders of %a& any additions!proposed
additions to or alterations in the Secured Property. and %b& any loss or daage to the Secured
Property.
%I& The Guarantors shall ensure the due and punctual copliance with all the ters and
conditions of holding the Secured Property and all the rules, regulations, bye:laws, etc., of the
concerned co:operative society, association, liited copany or any other copetent
authority,as the case ay be, and pay such aintenance and other charges for the up,eep of
the Secured Property as also any other dues, etc., as ay be payable in respect of the Secured
Property and!or of the use thereof.
%D& The Lenders or their authoriBed representatives shall be entitled to carry out inspections
of the Secured Property, in such anner and at such tie%s& as the Lenders ay specify fro
tie to tie.
%E& The Guarantors confir that the Secured Property is not included in or affected by any
of the schees of #entral!State Governent or of the iproveent trust or any other public
body or local authority or by any alignent, widening or construction of road under any
schee of the #entral!State Governent or of any #orporation, 3unicipal #oittee, Gra
Panchayat, etc.
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%L& 'pon receipt of stateent%s& giving details of the securities, if any, created for securing
the $acility, the Guarantors shall forward its ac,nowledgeent of the securities, if any,
specified in the aforesaid stateent%s&, in the for prescribed by the Lenders. In the event
the Lenders do not receive such ac,nowledgeent fro the Guarantors within a period of ten
days fro the date of receipt of stateent fro the Lenders, the Guarantors shall be deeed
to have confired the correctness of the entries in such stateent%s& and ac,nowledged the
indebtedness for the balance entioned in the aforesaid stateent%s& and the securities
therefor.
*c,nowledgeent as stated above by the Earta or any one of the partners or the authoriBed
signatory %in case of body corporate& shall be deeed to be ac,nowledgeent by all the
ebers of the C'$ or all the partners or the body corporate and shall be binding on the
Guarantors.
%3& 'nless the Lenders shall otherwise previously approve in writing, the Guarantors shall
not-
%i& 4nter into any agreeent or arrangeent with any person, institution or governent
body for the use, occupation or disposal of the Secured Property or any part thereof.
%ii& #hange use of the Secured Property provided that if the Secured Property is used for
any purpose other than the purpose%s& stated in the applications ade by the 6orrower, in
addition to any other action which the Lenders ight ta,e, the Lenders shall be entitled to
charge, in its sole discretion, such higher rate of interest as it ight fi" in the circustances
of the case.
%iii& *algaate or erge the Secured Property or any of his other property with any other
ad5acent property nor shall the Guarantors create any right of way or any other easeent on
the Secured Property.
%iv& Stand surety for anybody or guarantee the repayent of any facility or overdraft or the
purchase price of any asset.
%v& Leave India for eployent or business or for long ter stay abroad so long as any
aounts reain outstanding under the $acility together with interest and other dues and
charges including prepayent charges as per the rules of the Lenders then in force. 9hether
the stay is long ter or not shall be decided solely by the Lenders.
%vi& 4"ecute any docuent or other deed, in favour of any person to deal with the Secured
Property in any anner.
%vii& 4ffect any oral or other partition of the Secured Property or enter into any faily
arrangeent or use it for the purpose of business.
%viii&
6orrow fro any ban,! financial institution! other sources nor encuber any Secured
Property until all aounts in respect of the $acility are paid in full.
1>. A44"4i&ti"#
2otwithstanding any of the provisions of the Indian #ontract *ct, 1=<2 or any other
applicable law, or any ters and conditions to the contrary contained in the $acility
*greeent and!or the Guarantee!the other Transaction 7ocuents, the Lenders ay, at their
absolute discretion, appropriate any payents ade by the 6orrower and!or Guarantors and
any aounts realised by the Lenders by enforceent of security or otherwise, towards the
dues payable by the 6orrower to the Lenders under the Transaction 7ocuents and!or any
other agreeents whatsoever between the 6orrower and the Lenders and in any anner
whatsoever. 2otwithstanding any such appropriation by the Lenders towards settleent of
any dues payable by the 6orrower to the Lenders under any other agreeents between the
6orrower and the Lenders, the Guarantors shall continue to reain liable to the Lenders for
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August07-VI
all outstanding!reaining aounts in respect of the $acility.
2?. 8"i#t &#! se/e&. .i&,i.it' 7 Le&! B&#1
In case there are ore than one Guarantors, each of the Guarantors shall be 5ointly and
severally liable to the Lenders for perforance of all obligations under the Guarantee.
The Guarantors agree that it shall be lawful for any of the Lenders to e"ercise any power of
authority hereby e"pressed to be e"ercisable by the Lenders or any of the Lenders alone or
through the Lead 6an, and that the rights and powers conferred on the Lenders by the
Guarantee shall be 5oint and several and shall be deeed always to be so and accordingly, it
shall be open to all or any of the Lenders to bring or ta,e any suit or other proceedings or ta,e
any steps for enforceent of the securities created in their respective favour and!or 5ointly or
otherwise for realisation of their respective dues fro the Guarantors in their sole nae or in
the nae of the Lead 6an, and in the event of institution of any such suit or proceedings by
the Lead 6an,, it shall 5oin the other of the Lenders as party defendants ! respondents in such
suits or proceedings if any of such other Lenders is or are not willing to 5oin as party
plaintiffs.
21. Assig#3e#t
The Lenders ay, at any tie, assign or transfer all or any of its rights, benefits and
obligations under the Guarantee to any person without any consent of or intiation to the
6orrower!s and !or the Guarantors.
22. P"/isi"#s e.&ti#g t" 4&t#es$i4 (i3) $u() 4"4iet"' -"#-e#
I# -&se t$e Gu&&#t"s is6&e &# 9UF-
The following representations, warrants, confirations and underta,ings are ade by the
Guarantors -
i& The Lenders shall at all ties be infored of any changes in the constitution of the C'$
by furnishing necessary docuents and writings. 2o change whatsoever in the constitution of
the C'$ %naed in the Schedule to the Guarantee& during the continuance! validity of the
Transaction 7ocuents shall ipair or discharge the liability of any one or all of the adult
ebers! coparceners of the C'$ and shall be binding on the C'$, its estate, effects and
successors.
ii&The Transaction 7ocuents shall be enforceable against the Earta or any succeeding Earta
of the C'$ or against any and all the adult coparceners! ebers of the C'$.
iii&%a&The Earta, acting for C'$ and in his personal capacity, and the other adult ebers!
coparceners of the 5oint C'$ are ebers! coparceners of the C'$.
%b& The signatories of the Guarantee are the only adult ebers of the C'$ at present.
%c& The business carried on under the nae and style given in the Schedule to the Guarantee
is their 5oint faily trade which is binding on the inor ebers, if any, being ancestral
trade! business.
%d& The Guarantee has been entered into for and on behalf of the C'$ and the transactions
conteplated in the Guarantee are a part of the C'$ business! trade referred to above.
%e& The C'$ business!trade entioned above is being conducted and anaged by the adult
ebers!coparceners of the C'$ and all of the have been 5ointly and individually
epowered to perfor the ters of the Guarantee and the other Transaction 7ocuents,
against security or otherwise, and e"ecute all necessary instruents, deeds, docuents and
writings and do all such acts, things and deeds as are necessary or incidental to the
perforance of the ters of the Guarantee and the other Transaction 7ocuents, and also
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August07-VI
e"ecute, draw, endorse, negotiate and sell che/ues, bills, pro:notes, bills of e"change and
other negotiable instruents on behalf of the C'$.
%f& The Earta, acting for the C'$ and in his personal capacity, and the other adult
coparceners! ebers of the C'$ indenify and ,eep the Lenders indenified against all
actions, clais, deands, proceedings, losses, daages, costs, charges and e"penses
whatsoever which the Lenders ay at any tie incur, suffer, pay or sustain as a conse/uence
of or by reason of or arising out of the transactions conteplated in the Transaction
7ocuents, and hold theselves personally liable, 5ointly and severally, in respect of all
transactions entered into with the Lenders or obligations incurred under the Transaction
7ocuents.
%g& *ll acts, deeds and things done and ! or docuents, confirations, ac,nowledgeents
given ! provided by any or soe of the ebers ! coparceners in connection with the
Guarantee and the transactions conteplated under the Guarantee and the other Transaction
7ocuents shall bind all the ebers!coparceners.
I# -&se t$e Gu&&#t"s is6&e & 4"4iet"-
The following representations, warrants, confirations and underta,ings are ade by the
Guarantors -
%i& the person naed in the Schedule to the Guarantee is the sole proprietor!proprietress of the
fir naed in the Schedule to the Guarantee.
%ii& the person naed in the Schedule to the Guarantee is solely responsible for the liabilities
of the aforesaid fir and will be liable personally for perforance of all obligations under the
Guarantee and the other Transaction 7ocuents.
The proprietor of the proprietory fir!concern naed in the Schedule to the Guarantee
indenifies and ,eeps the Lenders indenified against all actions, clais, deands,
proceedings, losses, daages, costs, charges and e"penses whatsoever which the Lenders
ay at any tie incur, suffer, pay or sustain as a conse/uence of or by reason of or arising out
of the transactions conteplated in the Transaction 7ocuents, and hold theselves
personally liable, 5ointly and severally, in respect of all transactions entered into with the
Lenders or obligations incurred under the Transaction 7ocuents.
I# -&se t$e Gu&&#t"s is6&e & 4&t#es$i4 (i3-
The following representations, warrants, confirations and underta,ings are ade by the
Guarantors -
%a& 2o change whatsoever in the constitution of the partnership fir during the
continuance!validity of the Guarantee shall ipair or discharge the liability of any one or all
of the partners. In the event of death or retireent of any partner, the Lenders shall at their
discretion deal with the surviving and!or continuing partner!s, without affecting its rights as
against the retiring partner or the heirs and legal representatives of the deceased partner, as
the Lenders shall thin, fit and proper, and the retiring partner and!or the heirs, e"ecutors,
adinistrators, legal representatives of the deceased partner shall have no clai as against the
Lenders in respect of such dealing.
%b& The partners naed in the Guarantee are the only partners of the fir.
%c& The partners shall advise the Lenders in writing of any changes which ay ta,e place in
the partnership.
%d& The partners will not dissolve ! reconstitute the partnership fir without the approval of
the Lenders.
%e& *ll the partners are 5ointly and severally liable to the Lenders for perforance of all
obligations under the Guarantee.
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August07-VI
%g& *ll acts, deeds and things done and ! or docuents, confirations, ac,nowledgeents
given ! provided by any or soe of the partners in connection with the Guarantee and the
transactions conteplated under the Guarantee shall bind all the partners.
The partners and in their personal capacity and as partners of the fir naed in the Schedule
to the Guarantee indenify and ,eep the Lenders indenified against all actions, clais,
deands, proceedings, losses, daages, costs, charges and e"penses whatsoever which the
Lenders ay at any tie incur, suffer, pay or sustain as a conse/uence of or by reason of or
arising out of the transactions conteplated in the Guarantee and the other Transaction
7ocuents, and hold theselves personally liable, 5ointly and severally, in respect of all
transactions entered into with the Lenders or obligations incurred under the Guarantee and
the other Transaction 7ocuents.
I# -&se t$e Gu&&#t"s is6&e & -"34&#':
The following representations, warrants, confirations and underta,ings are ade by the
Guarantors -
%a& 2o change whatsoever in the constitution of the copany during the continuance !
validity of the Guarantee and the other Transaction 7ocuents shall ipair or discharge the
obligations of the Guarantors under the Guarantee and the other Transaction 7ocuents.
%b& The Guarantors shall, forthwith upon any change in the constitution of the Guarantors,
infor the Lenders of the change and provide such details in respect of the change and its
effect, as ay be re/uired by the Lenders.
%c& The Guarantors shall furnish board resolutions as also resolutions under Section +<2%*&
of the #opanies *ct, 1>1; to the Lenders in relation to the Guarantee and the other
Transaction 7ocuents.
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