Transfer Of Mortgage By One Of The Consortium Mortgagees Deeds Mortgages And Pledges 1665 - Legal Draft

.........10 Crores at the present rate of exchange.
(B) The machinery is to be supplied by instalments and the price thereof will be paid thereof as and when the machinery is exported from England to India under the Letter of Credit.
(C) To meet the cost of the machinery and its import, the Mortgagor applied to the Mortgagee No. 1 for a loan of Rs. 9 Crores.
(D) The Mortgagee No. 1 however agreed to advance a sum of Rs. 3 Crores only.
(E) The Mortgagor therefore approached Mortgagees No. 2 and 3 and the Transferor for the balance of Rs. 6 Crores and each of them agreed to advance Rs. 2 Crores.
(F) After further negotiation and discussion the Mortgagees No. 1, 2 and 3 & Transferor agreed to advance jointly as a consortium the said aggregate amount of Rs. 9 Crores, as a term loan the Mortgagee agreeing to advance Rs. 3 Crores and the Mortgagees No. 2 & 3 and the Transferor agreeing to advance Rs. two Crores each and the Mortgagees No. 1 agreed to act as a Lead Bank.
(G) The Mortgagor offered to secure the said term loan by mortgaging its land where the factory is to be installed and the structures therein and all the machinery existing and to be imported as aforesaid and which land and building therein and the machinery existing now and to be imported is described in the First and Second Schedules hereunder written. Accordingly by Deed of Mortgage dated ........executed by the Mortga gor in favour of the consortium of four Banks being Mortgagees No. 1, 2 & 3 and the Transferor Bank, led by the Lead Bank being the Mortgagee No. 1 to secure repayment of a Term Loan of Rs. 9 Crores agreed to be lent and advanced by the said Consortium Banks to the Mortgagor in the form of an irrevocable Letter of Credit to be opened by the Lead Bank for and on behalf of the Consortium Banks in favour of the English Bankers for M/s .........(herein and therein called the "Suppliers") with whom the Mortgagor had entered into an Agreement for manufacture and supply of Plant and Machinery and erection thereof at the Mortgagor's Factory site at the said Mortgagor, granted, conveyed and assigned into the said Mortgagees No. 1, 2 & 3 and the Transferor Bank (collectively called the Mortgagees) the said land and building and structures therein and more particularly described in the First Schedule hereunder written and also granted and assigned into the Mortgagees all the machinery and plant and other articles and things more particularly prescribed in a Second Schedule hereunder written being the same as described in the First Schedule and Second Schedule hereunder written to have and to hold the same unto and to the use of the Mortgagees absolutely but subject to the equity or right of redemption therein mentioned and subject to the power provisions terms and conditions therein mentioned. The said Mortgage Deed was duly stamped with the maximum Stamp Duty payable thereon and was registered with the Sub-Registrar, ... , (District ...) under Sr. No.......... of
(H) In pursuance of the said Mortgage and the Agreement to lend and advance Term Loan through the said Letter of Credit of credit of Rs. 9 Crores through the Lead Bank in favour of the Supplier's Bankers as aforesaid, the Lead Bank opened an Irrevocable Letter of Credit in favour of the supplier's Bankers in England and the supplier started manufacture and supply and erecting the machinery at the Factory site of the Mortgagor and submitted Bills of the prices of the machinery to the Lead Bank as and when the machinery has been supplied.
(I) It was agreed and understood between the Consortium Banks that is the Mortgagees that the Lead Bank would pay the Bills drawn by the Suppliers under the said Letter of Credit as and when submitted and the amount of the Bill would be debited by the Lead Bank to the respective Term Loan Accounts to be opened by the four Consortium Banks in proportion to the amounts agreed to be contributed by the four Consortium Banks as stated in detail in the said Mortgage Deed. By the said Deed of Mortgage the Lead Bank Mortgagee No. 1 agreed to advance Rs. 3 Crores, and each of the Mortgagee No. 2 & 3 and the Transferor agreed to advance Rs. 2 Crores.
(J) The share of the mortgage amount agreed to be lent and advanced by the Transferor abovenamed in the said total loan of Rs. 9 Crores was Rs. 2,00,00,000 (Two Crores) as aforesaid.
(K) However, due to the liquidity crunch faced by the Transferor Bank, the Transferor has been able to reimburse the amounts of Bills debited to the Term Loan account of the Mortgagor agreed to be opened with the Transferor Bank only to the extent of Rs. 1,00,00,000 (One crore) and is unable to advance the remaining amount of Rs. 1 Crore as and when required.
(L) The Transferor therefore approached the Transferee and requested to join the said consortium in place of the Transferor by taking over the obligation to advance the remaining amount required by the Lead Bank for payment of the Supplier's Bills and the Transferee with the consent of the Mortgagor has agreed to undertake that obligation as well as to repay to the Transferor the amount of Rs. one crore already advanced by the Transferor under the said agreement.
(M) The Lead Bank has therefore decided, in consultation with the Mortgagor and the Transferor Bank, to reconstitute the Bank Consortium by inducting into the consortium the Transferee Bank abovenamed which has agreed to refund to the Transferor the sum of Rs. 1 Crore already advanced by the Transferor in the said Term Loan Account and has agreed to lend the aggregate shortfall of Rs. 1,00,00,000/- (one crore) caused due to the inability of the Transferor to lend the agreed amount of Rs. 2,00,00,000/-. The Transferee has agreed to advance a Term Loan of Rs. 1,00,00,000/ to make up the credit gap of Rs. 1,00,00,000/- (one crore) out of the aggregate Term Loan of Rs. 9,00,00,000/.
(N) The Transferee Bank has agreed to advance the aggregate amount of Rs. 2,00,00,000/- out of the total term loan of Rs. 9 crores on condition that the Mortgage security created in favour of the Transferor along with the other Banks in the Consortium by the Mortgagor of the Lands, Buildings, Plant and Machinery of the Mortgagor, more particularly described in the First & Second Schedule to t he said Mortgage Deed dated ......... which are the same properties described in the First & Second Schedules hereunder written, is transferred by the Transferor to the extent of the right, title and interest of the Transferor unto the Transferee with all its rights, title and interest in the said mortgaged property as security to the Transferee along with the other Mortgagees but in substitution of the Transferor for repayment of the said Term Loan of Rs. 2,00,00,000/- and interest thereon, agreed to be advanced by the Transferee partly by repaying to the Transferor the sum of Rs. one crore advanced by it as aforesaid and by agreeing to advance the balance upto Rs. one crore in instalments and on the terms and conditions provided in detail in the said Mortgage Deed.
(O) It is agreed between the parties that the amount of Rs. 1,00,00,000 (one crore) to be reimbursed or repaid to the Transferor by the Transferee shall be credited to the term loan account of the Transferee and the term loan account of the Transferor with the Lead Bank will be closed.
(P) It is agreed and understood between the Mortgagor, the Mortgagees Nos. 1, 2 & 3 above-named and the Transferee that the Transferee will be entitled to all the rights, interest and powers which were available to and conferred on the Transferor under the said Deed of Mortgage dated ... and will have to fulfill all the obligations including the obligation to reimburse to the Lead Bank the amount of the Bills that may be debited to their account in proportion to their shares in the aggregate Term Loan of Rs. nine crores, and along with the remaining three Consortium Banks being parties to the said Mortgage Deed. It is agreed and understood that the Transferee will be treated as substituted in place of the Transferor Bank in the Deed of Mortgage and will be bound by all the Terms and conditions recorded in the Deed of Mortgage and will share the benefit of security of the mortgage premises along with remaining three Banks in the Consortium as if the name of the Transferee originally appeared in the said Deed of Mortgage in place of the Transferor.
(Q) The Transferor has now at the request of the Mortgagor agreed to execute this Deed of Transfer in favour of the Transferee in the manner hereinafter appearing and the Mortgagees No. 1, 2, 3 and have agreed to confirm the said transfer and to accept the Transferee as member of Consortium in place of the Transferor and the parties have agreed to execute these presents recording the said transfer and the agreement.
Now this Deed witnesseth and it is hereby agreed as follows : 1. In pursuance of the said Agreement and in consideration of the Transferee paying to the Transferor the sum of Rs. one crore (Rs. 1,00,00,000), upto now advanced under the said term loan account, by the Transferor (receipt whereof the Transferor doth hereby admit) and in consideration of the Transferee agreeing to take over from the Transferor its obligation to contribute the b alance of the amount upto Rs............yet to be advanced by the Transferor by reimbursing from time to time the pro-rata amount of bills paid by the Lead Bank to the Suppliers under the Letter of Credit already opened by the Lead Bank on behalf of the Consortium Banks and in consideration of the Mortgagor agreeing to observe and perform all its obligations under the said Mortgage Deed dated ... ....... including repayment of the principal amount of loan and interest thereon and other sums payable by the Mortgagor under the said Mortgage Deed to the Mortgagees, and the Transferee as provided in the said Deed of Mortgage, the Transferor at the request of the Mortgagor and with the consent of the Mortgagees transfers and assigns unto the Transferee, and the Mortgagor confirms unto the Transferee all the right, title and interest of the Transferor in the mortgaged properties described in the First and Second Schedules hereunder written, created by the Mortgagor in favour of the Transferor along with other Consortium Banks by executing the said Mortgage Deed in favour of the Consortium Banks together with full benefit of all the convenants and powers and provisions contained in the said Deed of Mortgage dated ........... for securing the repayment of the said sum of Rs. 2,00,00,000/- (two crores) agreed to be lent and advanced by the Transferor to the Mortgagor and which amount is now agreed to be lent and advanced by the Transferee. The Transferor hereby agrees and covenants that it shall not claim hereafter any interest in the mortgaged premises created by the said Deed of Mortgage in its favour and agrees that all its right, title, interest in the said Mortgage property are now hereby assigned unto the Transferee absolutely as a co-mortgagee along with and without prejudice to the rights of the Mortgagees in consideration of the Transferee taking over the obligation or liability of the Transferor to advance the remaining amount of Rs. 1,00,00,000/-agreed to be advanced originally by the Transferor and in consideration of the Transferee reimbursing the amount of Rs. 1 crore as aforesaid.
This Deed also witnesseth that in pursuance of the said Agreement and in consideration aforesaid the Transferor and the Mortgagor hereby covenant that neither of them has created any encumbrances or interests in favour of any other person whatsoever on the said mortgaged premises after execution and registration of the said Deed of Mortgage dated ..., and the Transferee shall be entitled to the benefit of the security hereby transferred free of any intervening charges or encumbrances if any created either by the Mortgagor or the Transferor and the Transferor and the Mortgagor agree to keep the Transferee saved, harmless and indemnified against any claims that may be made by any creditor or encumbrances claiming any interest in the mortgaged premises save and except the remaining Consortium Banks who will enjoy the security jointly with the Transferee herein in proportion to the amounts to be contributed by each of them in the Aggregate Term Loan of Rs. 9,00,00,000/-.
It is agreed and declared that the Transferor is hereby relieved or released of its obligation under the said deed of Mortgage to advance the remaining amount of Rs. 1,00,00,000 out of the total amount agreed to be advanced by the transferor of Rs. 2,00,00,000 and the obligation or liability is now taken over by the Transferee as one of the original mortgagees in place of the Transferor.