PROPERTY MORTGAGE AGREEMENT

This Property Mortgage Agreement (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE MORTGAGOR], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred as the “Mortgagor”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE MORTGAGEE], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred as the “Mortgagee”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The “Mortgagor” and the “Mortgagee” shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. The Mortgagor agrees to mortgage the property (the “Property” or “Mortgaged Property”) as security for debts of the Mortgagor in the amount of [INSERT AMOUNT] with interest at the rate of [INSERT THE RATE OF INTEREST] per cent per year, and agrees to remit such interest once a month on a monthly basis. The details of the Property are mentioned in Annexure A attached hereinafter to this Agreement;
2. The Mortgagee agrees to accept the mortgage of the Property on the terms and conditions agreed between the Parties.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETOAGREE AS FOLLOWS:

1. PROPERTY
   1. The Property shall mean [INSERT RESIDENTIAL / COMMERCIAL IMMOVABLE PROPERTY], described in the Annexure A, which is owned by the Mortgagor and shall be deemed to include any immovable property on the security of which the Mortgagee has agreed to advance the Loan.
   2. The Mortgagor agrees with, and undertakes that the Mortgagee, shall have a first and exclusive charge over the Property and that the Mortgagor shall not create any other encumbrance, charge or security interest in the Property in favor of any other Person or body, except with the prior written consent of the Mortgagee.
2. LOAN/DEBT AND INTEREST
   1. The Mortgagee shall grant the Mortgagor; a loan of [INSERT AMOUNT OF LOAN] against the property.
   2. The Mortgagor shall be charged interest on the Loan from the date of disbursal of the Loan at the rate of [INSERT RATE OF INTEREST].
   3. The Mortgagee shall be entitled to revise the rate of Interest at any time and from time to time as per its policy, market conditions and/or applicable laws and regulations, if any, during the tenor of the Loan at its sole discretion. The Mortgagee shall inform the Mortgagor about the variation in the rate of Interest in due course.
   4. However, in the event of the Mortgagor intends to foreclose the Loan, the interest would be calculated up to the date of actual foreclosure.
3. DISBURSEMENT AND REPAYMENT OF LOAN
   1. The Mortgagee shall disburse the Loan in one lump sum or in suitable installments / tranches as mutually decided between the Parties.
   2. The Mortgagor shall pay in full the EMI and all other Outstanding Obligations without any demur, protest or default and without claiming any set-off or counterclaim on the respective Due Dates. No notice, reminder or intimation shall be given to the Mortgagor regarding his obligation and responsibility to ensure prompt and regular payment of the Outstanding Obligations on the respective Due Dates.
4. ESTOPPEL CERTIFICATE
   1. The Mortgagor, within ten (10) days after request by the Mortgagee and at the Mortgagor’s expense, will furnish the Mortgagee with a statement, duly acknowledged and certified, setting forth the amount of the Debt outstanding and any claimed offsets or defenses thereto, and the Mortgage are valid, legal and binding obligations of the Mortgagor and have not been modified, or, if modified, giving the particulars of such modification.
5. RECOVERY OF SUMS REQUIRED TO BE REPAID
   1. The Mortgagee shall have the right from time to time to take action to recover any sum or sums which constitute a part of the Debt as the same become due, without regard to whether or not the balance of the Debt shall be due, and without prejudice to the right of the Mortgagee thereafter to bring an action of foreclosure, or any other action, for a default or defaults by the Mortgagor existing at the time such earlier action was commenced.
6. EVENT OF DEFAULT
   1. If any default shall have occurred in the payment of any amounts due and payable under this Agreement or the Transaction Documents in pursuance to the Loan;
   2. If any breach of any terms and conditions of this Agreement or any of the Transaction Documents occurs;
   3. If any information given by the Mortgagor to the Mortgagee while availing the Loan or in this Agreement or any of the Transaction Documents is found to be misleading or incorrect;
   4. If the Mortgagor fails to inform the Mortgagee of the occurrence of any Event of Default or any event which after the notice or lapse of time, or both, would become an Event of Default;
   5. In case the Mortgagor is an individual, if the Mortgagor becomes insolvent or any insolvency proceedings are instituted against the Mortgagor, whichever is earlier;
   6. In case the Mortgagor is a partnership or a limited liability partnership, if the Mortgagor is dissolved or a notice of dissolution is given to it or any of its partners or if the Mortgagor or any of its partners commits an act of insolvency or makes an application for being declared insolvent or an order is passed declaring it or them or any of them an insolvent.
7. REMEDIES AVAILABLE TO THE MORTGAGEE
   1. If any Event of Defaults occurs, then, the Mortgagee, by a written notice to the Mortgagor may declare the Outstanding Obligations and/or any other amounts which may be payable by the Mortgagor under or in terms of the Transaction Documents and/or any other agreements, documents subsisting between the Mortgagor and the Mortgagee.
   2. On the happening of any Event of Default, such defaulted amount shall carry Additional Interest, computed from the respective Due Dates and shall be compounded on monthly basis.
   3. If any Event of Default or any event, which, after the notice or lapse of time or both, would constitute an Event of Default shall have happened, the Mortgagor shall forthwith give to the Mortgagee notice thereof in writing specifying such Event of Default, or such event.
   4. All reasonable costs incurred by Mortgagee after an Event of Default has occurred in connection with: (a) Preservation of the properties (whether now or hereafter existing); or (b) Collection of amounts due under the Transaction Documents; may be charged to the Mortgagor and reimbursed, as the Mortgagee shall specify.
   5. The Mortgagee may issue any certificate as regards payment of any amounts paid by the Mortgagor to the Mortgagee in terms of the Transaction Documents only if the Mortgagor has paid all Outstanding Obligations and other amounts due under the Transaction Documents to the Mortgagee and the Mortgagor has complied with all the terms of the Transaction Documents.
   6. The Mortgagor agrees that any security provided by the Mortgagor to the Mortgagee under any other credit facility shall be available to the Mortgagee under this Agreement upon the occurrence of an Event of Default under this Agreement and vice versa.
   7. On the occurrence of an Event of Default, the Mortgagee shall be entitled to communicate, in any manner it may deem fit, to or with any Person or Persons with a view to receiving assistance of such Person or Persons in recovering the defaulted amounts including but not limited to visiting the office of the Mortgagor and/or any place of work of the Mortgagor.
8. RIGHTS OF MORTGAGEE TO INSURED PROCEEDS
   1. In the event of loss following the occurrence of an Event of Default, the Mortgagee shall have the exclusive right to adjust, collect and compromise all insurance claims related to the Property and the Mortgagor shall not adjust, collect or compromise any claims under said policies without the Mortgagee’s prior written consent. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to the Mortgagee on and after the occurrence of an Event of Default instead of to the Mortgagor and the Mortgagee jointly, and, effective upon the occurrence of an Event of Default, the Mortgagor appoints the Mortgagee as the Mortgagor’s attorney-in-fact to endorse any draft therefore. Effective upon the occurrence of an Event of Default, all insurance proceeds may, at the Mortgagee’s sole option, be applied to all or any part of the Obligations and in any order (notwithstanding that such Obligations may not then otherwise be due and payable) or to the repair and restoration of any of the Property, other than the Rents, under such terms and conditions as the Mortgagee may impose.
9. CONDEMNATION
   1. The Mortgagor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or taking by eminent domain of any of the Property, other than the Rents, shall notify the Mortgagee of the pendency of such proceedings. Following the occurrence of an Event of Default, the Mortgagee shall have the exclusive right to settle, adjust or compromise any such proceedings and the Mortgagor shall deliver to the Mortgagee all instruments requested by it to permit the same. Any award or compensation for property taken or for damage to property not taken, whether as a result of such proceedings or in lieu thereof, is, effective upon the occurrence of an Event of Default, hereby assigned to and shall be received and collected directly by the Mortgagee, and any award or compensation shall be applied, at the Mortgagee’s option, to any part of the Obligations and in any order (notwithstanding that any of such Obligations may not then be due and payable) or to the repair and restoration of any of the Property, other than the Rents, under such terms and conditions as the Mortgagee may impose.
10. EFFECTIVE DATE
    1. This Agreement shall become binding on the Parties on and from the Effective Date of execution hereof. It shall be in full force till the Outstanding Obligations and other amounts due under any other agreements, documents which may be subsisting / executed between the Parties have been fully paid to the satisfaction of the Mortgagor.
11. INSPECTION OF THE PROPERTY
    1. Following prior reasonable notice, the Mortgagee shall have the right to enter the Property at any reasonable hour for the purpose of inspecting the order, condition and repair of the buildings and improvements erected thereon, as well as the conduct of operations and activities on the Property.
12. RIGHTS AND REMEDIES OF MORTGAGEE
    1. The If an Event of Default occurs, the Mortgagee shall have all of the rights afforded it at law or in equity, including, without limitation, the Mortgagee may, at its option and without demand, notice or delay, do one or more of the following:
       1. The Mortgagee may (i) enter and take possession of the Property or any part thereof, exclude the Mortgagor and all persons claiming under the Mortgagor wholly or partly therefrom, and operate, use, manage and control the same, or cause the same to be operated by a person selected by the Mortgagee, either in the name of Mortgagor or otherwise, (ii) institute an action for the foreclosure of this Mortgage and the sale of the Property pursuant to the judgment or decree of a court of competent jurisdiction, (iii) sue out and proceed thereon against the Property and the interests of the Mortgagor therein to execution and sale for the collection and recovery of the Obligations, (iv) institute and maintain an action on any instruments evidencing the Obligations or any portion thereof, and (vi) take such other action at law or in equity for the enforcement of any of the Loan Documents as the law may allow, and in each such action the Mortgagee shall be entitled to all costs of suit and attorney’s fees.
       2. The Mortgagee may, in its sole and absolute discretion collect any or all of the Rents, including any Rents past due and unpaid. The Mortgagee may exercise any right under this subsection (c), whether or not the Mortgagee shall have entered into possession of any of the Property, and nothing herein contained shall be construed as constituting the Mortgagee a “mortgagee in possession,” unless the Mortgagee shall have entered into and shall continue to be in actual possession of the Property.
       3. The Mortgagee shall have the right, in connection with the exercise of its remedies hereunder, to the appointment of a receiver to take possession and control of the Property or to collect the Rents, without notice and without regard to the adequacy of the Property to secure the Obligations. A receiver while in possession of the Property shall have the right to make repairs and to make improvements necessary or advisable in its or his opinion to preserve the Property, or to make and keep them rentable to the best advantage, and the Mortgagee may advance moneys to a receiver for such purposes. Any moneys so expended or advanced by the Mortgagee or by a receiver shall be added to and become a part of the Obligations secured by this Mortgage.
13. LEASES
    1. Except in the ordinary course of the Mortgagor’s business, the Mortgagor shall not enter into any leases, licenses or other occupancy agreements with respect to the Property or any portion thereof.
14. NO TRANSFER
    1. The Mortgagor shall not sell, convey, pledge, mortgage or otherwise transfer any interest in the Property or any portion thereof (whether voluntarily or by operation of law), or agree to do so, without the Mortgagee’s prior written consent, including (a) any sale, conveyance, assignment, or other transfer of (including installment land sale contracts), or the grant of a security interest in, all or any part of the legal or equitable title to the Property, excluding repairs or replacements in the ordinary course of business; (b) any lease of all or substantially all of the Property; or (c) any sale, conveyance, assignment, or other transfer of, or the grant of a security interest in, any share of stock of the Mortgagor, if a corporation or any partnership interest in the Mortgagor, if a partnership, or any membership interest, if a limited liability entity, except in favor of the Mortgagee.
15. INSURANCE
    1. The Mortgagor shall keep the Property, other than the Rents, continuously insured, in an amount not less than the cost to replace such Property or an amount not less than eighty percent (80%) of the full insurable value of such Property, whichever is greater, against loss or damage by fire, with extended coverage and against other hazards as is typical for similar businesses.
16. PRESERVATION OF RIGHTS
    1. No delay or omission on the Mortgagee’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Mortgagee’s action or inaction impair any such right or power. The Mortgagee’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Mortgagee may have under other agreements, at law or in equity. The Mortgagee may exercise any one or more of its rights and remedies without regard to the adequacy of its security.
17. FURTHER ACTS
    1. The Mortgagor will, at the cost of the Mortgagor, and without expense to the Mortgagee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as the Mortgagee shall, from time to time, require for the better assuring, conveying, assigning, transferring or confirming unto the Mortgagee the property and rights hereby mortgaged, or which Mortgagor may be or may hereafter become bound to convey or assign to the Mortgagee, or for carrying out the intent of or facilitating the performance of the terms of this Mortgage or for filing, registering or recording this Mortgage. The Mortgagor grants to the Mortgagee, following the occurrence of an Event of Default, an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to the Mortgagee under this Mortgage, at law or in equity, including without limitation the rights and remedies described in this paragraph.
18. ACTIONS AND PROCEEDINGS
    1. The Mortgagee shall have the right to appear in and defend any action or proceeding brought with respect to the Mortgaged Property and to bring any action or proceeding, in the name and on behalf of the Mortgagor, which the Mortgagee, in its discretion, determines should be brought to protect its interest in the Mortgaged Property.
19. WAIVER
    1. The Mortgagor hereby waives and releases all benefit that might accrue to the Mortgagor by virtue of any present or future law exempting the Property, or any part of the proceeds arising from any sale thereof, from attachment, levy or sale on execution, or providing for any stay of execution, exemption from civil process or extension of time for payment or any rights of marshalling in the event of any sale hereunder of the Property, and, unless specifically required herein, all notices of the Mortgagor’s default or of the Mortgagee’s election to exercise, or the Mortgagee’s actual exercise of any option under this Agreement.
20. RELATIONSHIP
    1. The relationship of the Mortgagee to the Mortgagor hereunder is strictly and solely that of Mortgagee and Mortgagor and mortgagee and mortgagor and nothing contained in this Mortgage, or any other Loan Document is intended to create, or shall in any event or under any circumstance be construed as creating, a partnership, joint venture, tenancy-in-common, joint tenancy or other relationship of any nature whatsoever between the Mortgagee and the Mortgagor other than as Mortgagee and Mortgagor.
21. SURVIVAL; SUCCESSORS AND ASSIGNS
    1. This Mortgage will be binding upon and inure to the benefit of the Mortgagor and the Mortgagee and their respective heirs, executors, administrators, successors and assigns; provided, however, that the Mortgagor may not assign this Mortgage in whole or in part without the Mortgagee’s prior written consent and the Mortgagee at any time may assign this Mortgage in whole or in part; and provided, further, that the rights and benefits shall also inure to the benefit of any persons or entities who acquire title or ownership of the Property from or through the Mortgagee or through action of the Mortgagee.
22. INDEMNITY
    1. The Mortgagor agrees to indemnify each of the Mortgagee, the Banks, their affiliates, directors, officers and employees and each legal entity, if any, who controls the Mortgagee or any such other parties (the “Indemnified Parties”) and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation or preparation therefore) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with or arising out of the matters referred to in this Mortgage or in the other Loan Documents by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Mortgagor), whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Mortgagor, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority, which arises out of or relates to this Mortgage, any other Loan Document, or the use of the proceeds of the Loan; provided, however, that the foregoing indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Mortgage, payment of the Obligations and assignment of any rights hereunder. The Mortgagor may participate at its expense in the defense of any such action or claim.
23. FORCE MAJEURE
    1. The parties shall not be liable for any departure from the provisions of this agreement which has occurred due to an act of god, terrorist activity, war, natural disaster like flood, earthquake or due to any reason beyond reasonable control of the parties.
24. SEVERABILITY
    1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
25. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT STATE/COUNTRY OF APPLICABLE LAWS]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES].
26. ALTERNATE DISPUTE RESOLUTION
    1. The Parties to this agreement agree to attempt in good faith to resolve any conflicts disputes, or claims arising out of this Agreement by negotiation between parties.  If applicable, Parties agree to consider the utilization of Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties. 
27. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. MORTGAGOR: [MENTION THE EMAIL ID OR/AND ADDRESS]
       2. MORTGAGEE: [MENTION THE EMAIL ID OR/AND ADDRESS]
28. ENTIRE AGREEMENT
    1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
29. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of the Mortgagor:

Name: [INSERT NAME OF THE MORTGAGOR/SIGNING AUTHORITY AND DESGINATION]

Signature:

Date: [INSERT SIGNING DATE OF MORTGAGOR]

Signed, sealed and delivered on behalf of the Mortgagee:

Name: [INSERT NAME OF THE MORTGAGEE/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF MORTGAGEE]

ANNEXURE A

[INSERT DESCRIPTION OF RESIDENTIAL / COMMERCIAL IMMOVABLE PROPERTY]