DEED OF MORTGAGE – WITHOUT POSSESSION

THIS DEED OF MORTGAGE made at Chennai on this 24th day of March, 2021 between:

HI-TECH HOUSING PROJECT PRIVATE LIMITED, a Company registered under the

provisions of the Indian Companies Act, 1956, having CIN: U70101TN1997PTC038564 and
its registered office at Old No 19, New No 32 Cathedral Garden Road, Nungambakkam
Chennai – 600034, represented by its General Power of Attorney (1) Mr. Chenaram Seni and
(2) Mr. Mennan, (hereinafter referred to as the “Mortgagor 1” which expression shall unless
repugnant to the context or meaning thereof mean and include its executors, administrators
and permitted assigns) of the FIRST PART

The Mortgagor 1 is hereby represented by their power of attorney agent (1) Mr. Chenaram
Seni and (2) Mr. Mennan duly appointed vide (i) Deed of General Power of Attorney dated
20.12.2013, registered as Doc. No.1452 of 2013, on the file of the Sub-Registrar Chennai
Central Joint I; (ii) Deed of General Power of Attorney dated 20.12.2013, registered as Doc.
No.1453 of 2013, on the file of the Sub-Registrar Chennai Central Joint I; and (iii) Deed of
General Power of Attorney dated 20.12.2013, registered as Doc. No.1454 of 2013, on the file
of the Sub-Registrar Chennai Central Joint I ((i), (ii) and (iii) collectively referred to as,
“GPAs”, individually referred to as GPA, as the context may require). The above said power
of attorneys from (i) to (iii) are still in force.
AND

CHENNAI JAINS PROJECTS PRIVATE LIMITED, a company incorporated under the

Companies Act, 2013 having corporate identity number U74999TN2015PTC099206, and
having its registered office at No. 98/99, Habibullah Road, T. Nagar, Chennai, Tamil Nadu -
600017, (hereinafter referred to as the "Mortgagor 2/Issuer", which expression shall, unless
it be repugnant to the subject or context thereof, mean and include its successors and
permitted assigns);

AND

IDBI TRUSTEESHIP SERVICES LIMITED , a company registered under the Companies

Act, 1956 and having its registered office at Asian Building, 17, R. Kamani Marg, Ballard
Estate, Mumbai, Maharashtra 400 001 in its capacity as debenture trustee for the Debenture
Holders (hereinafter referred to as the “Debenture Trustee” which expression shall, unless it
be repugnant to the subject, meaning or context thereof, be deemed to mean and include its
successors, transferees, novatees and permitted assigns) and represented by its authorised
signatory Mr. Ramesh.

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(The Mortgagor 1 and the Mortgagor 2 are hereinafter collectively referred to as
“Mortgagors” and individually as the “Mortgagor”)

(The Mortgagors and the Debenture Trustee are collectively referred to as the “Parties” and
individually as the “Party”)

WHEREAS:

A. The Issuer intends to raise funds by issuing senior, redeemable, transferable, non-
convertible debentures of a face value of Rs. 10,00,000 (Rupees Ten Lakhs only)
each, aggregating up to INR 126,00,00,000 (Indian Rupees One Hundred Twenty Six
Crore) to the Debenture Holders on a private placement basis in terms of a debenture
trust deed dated December 12, 2020 (amended from time to time), inter alia, the
Issuer and the Debenture Trustee (“Debenture Trust Deed”) and other Debenture
Documents.

B. One of the conditions of the Debenture Trust Deed is that the Mortgaged Debt (as
defined hereinafter) shall be secured, inter-alia, by a first ranking exclusive mortgage
of the Mortgaged Properties (as defined hereinafter).

C. Pursuant to the relevant Debenture Documents, the Obligors and the Secured Parties
have agreed that the Security Interest that is required to be created, pursuant to the
terms of the Debenture Documents, will be created in favour of the Debenture Trustee
for the benefit of the Secured Parties.

D. WHEREAS the Mortgagor 1 herein, by and under the Deed of Sale dated 15.05.2006,
registered as Doc. No.573/2006, on the file of the SRO, Joint I, Central Chennai,
purchased inter alia the Schedule mentioned Property from Best & Crompton Engg.
Limited.

E. WHEREAS the said Mortgagor 1 herein has appointed and constituted Mr.
CHENARAM SENI and Mr. MENNAN (to act Jointly or Severally) as its Power
Agents to deal with the Schedule mentioned property, including the right to alienate
and encumber the same by and under three separate Deeds of General Power of
Attorney evenly dated 20.12.2013, registered as Doc. Nos.1452/2013, 1453/2013 and
1454/2013, all on the files of the SRO, Joint I, Central Chennai.

F. WHEREAS the said Mortgagor 1 herein has by and under the Agreement for Sale
Dated December 14, 2020, registered as Document No.65 of 2021, on the file of the
SRO, Joint I, Central Chennai, agreed to sell the Schedule mentioned property to the
Mortgagor 2 herein.

G. In pursuance of the aforesaid, the Debenture Trustee has called upon and required the
Mortgagors to execute this Deed for creating a security over the Mortgaged Properties
and the Mortgagors have agreed to do so in the manner hereinafter appearing.

NOW THIS DEED WITNESSETH AND IT IS HEREBY MUTUALLY AGREED AND

DECLARED BY AND BETWEEN THE PARTIES HERETO AS UNDER:

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1. DEFINITIONS

Unless otherwise defined, capitalised terms in this Deed shall have the meanings
given to them in the Debenture Trust Deed. In this Deed, the capitalised terms listed
below shall have the following meanings:

“Deed” shall mean this Deed of Mortgage along with all amendments thereto.

“Mortgage Debt” shall mean the Secured Obligations.

“Mortgaged Properties” shall have the meaning ascribed to in Schedule I

(Mortgaged Properties).

“POA Holders” shall have the meaning ascribed to it in Clause 10 hereof.

“Proceedings” shall have the meaning ascribed to it in Clause 31 hereof.

“Receiver” shall have the meaning ascribed to it in Clause 18 hereof.

“Security Interest” includes any mortgage, pledge, equitable interest, assignment by

way of security, conditional sales contract, hypothecation, right of other Persons,
claim, security interest, encumbrance, title defect, title retention agreement, voting
trust agreement, interest, option, lien, charge, commitment, restriction or limitation of
any nature whatsoever, including restriction on use, voting rights, transfer, receipt of
income or exercise of any other attribute of ownership, right of set-off, any
arrangement (for the purpose of, or which has the effect of, granting security), or any
other security interest of any kind whatsoever, or any agreement, whether conditional
or otherwise, to create any of the same.

2. CONSTRUCTION

The principles of construction set forth in Clause 1.2 of the Debenture Trust Deed
shall apply to this Deed as if expressly set out in full herein with each reference to
‘this Deed’ therein being deemed to be a reference to this Deed. The provisions
contained herein shall be read in conjunction with the provisions of the Debenture
Trust Deed as amended from time to time.

3. BENEFIT OF DEED

The Debenture Trustee shall hold the Security Interest created by the Mortgagor 1 and
Mortgagor 2 in its favour under this Deed over the whole of the Mortgaged
Properties, including the covenants and mortgages given by the Mortgagors pursuant
hereto, upon trust for the benefit of the Secured Parties subject to the powers and
provisions contained herein and in the Debenture Documents, for the due payment of
the Mortgage Debt.

4. COVENANT TO PAY

(a) Pursuant to the Debenture Documents and in consideration of each of the Secured
Parties having entered into or agreed to enter into the Debenture Documents to which
it is a party, the Mortgagor 1 and Mortgagor 2 hereby covenant and agree with the
Debenture Trustee that they shall comply with the terms and conditions of the
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 Debenture Documents and hereby agrees, confirms and undertakes that they shall
repay / pay, as the case may be, the Mortgage Debt in accordance with the respective
Debenture Documents and this Deed.

5. GRANT AND TRANSFERS

(a) For the consideration aforesaid and as continuing security for the payment and
discharge of the Mortgage Debt hereby secured or intended to be hereby secured, each
Mortgagor does hereby grant, assign, convey, assure, charge and transfer unto the
Debenture Trustee for the benefit of the Secured Parties by way of continuing
security, the Mortgaged Property, TO HAVE AND TO HOLD all and singular the
Mortgaged Property unto and to the use of the Debenture Trustee for the benefit of the
Secured Parties absolutely UPON TRUST and subject to the powers and provisions
contained in this Deed, the Debenture Trustee Agreement and the other Debenture
Documents;

(b) In addition to the simple mortgage created pursuant to and in accordance with this
Deed, the Mortgagors shall deposit the title deeds listed in Schedule III (Title Deeds)
with the Debenture Trustee.

6. RANKING OF SECURITY

The security created over the Mortgaged Properties shall be a first ranking exclusive
Security Interest in favour of the Debenture Trustee.

7. CONTINUING SECURITY, ETC.

(a) Continuing Security

The security created by or pursuant to these presents is a continuing security

and shall remain in full force and effect, notwithstanding any intermediate
payment or settlement of account or other matter or thing whatsoever and in
particular the intermediate satisfaction by the Issuer or any Mortgagor or any
of the Obligors of the whole or any part of the Mortgage Debt in accordance
with the Debenture Documents and is in addition and without prejudice, to any
other security, guarantee, lien, indemnity or other right or remedy which the
Debenture Trustee may now or hereafter hold for the Mortgage Debt or any
part thereof. This security may be enforced against any Mortgagor without
first having recourse to any other rights of the Debenture Trustee or the
Debenture Holders.

(b) Other Security

This security is in addition to, and shall neither be merged in, nor in any way
exclude or prejudice, or be affected by any other security interest, right of
recourse or other right whatsoever (or the invalidity thereof) which the
Debenture Trustee and/or the Debenture Holders may now or at any time
hereafter hold or have as regards the Issuer or any other Person in respect of
the Mortgage Debt.

(c) Cumulative Powers

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 The powers which this Deed confers on the Debenture Trustee and any
Receiver appointed hereunder are cumulative, without prejudice to their
respective powers under the Applicable Law and any Debenture Document,
and may be exercised as often as the Debenture Trustee or the Receiver thinks
appropriate in accordance with these presents; the Debenture Trustee or the
Receiver may, in connection with the exercise of their powers, join or concur
with any person in any transaction, scheme or arrangement whatsoever; and
each Mortgagor acknowledges that the respective powers of the Debenture
Trustee and the Receiver shall in no circumstances whatsoever be suspended,
waived or otherwise prejudiced by anything other than an express waiver or
variation in writing by the Debenture Trustee or Receiver as relevant.

(d) Avoidance of Payments

If any amount paid by any Mortgagor in respect of the Mortgage Debt is

avoided or set aside on the liquidation, insolvency or administration of any
Mortgagor or otherwise, then for the purpose of this Deed such amount shall
not be considered to have been paid.

(e) Segregation and Separation of Property

Notwithstanding anything to the contrary contained in this Deed or any other

Debenture Document or any other contract executed by any Mortgagor with
any Person, each Mortgagor shall at all times keep the Mortgaged Properties
and any other rights, title, interest, benefit and privileges of such relevant
Mortgagor in relation thereto segregated and separated from any other assets
or properties of such Mortgagor, and in its books of accounts and other
registers maintained by it shall clearly identify the Mortgaged Properties in
detail; provided that any failure to so maintain such records shall not prejudice
the rights of the Debenture Trustee and/or the Debenture Holders to the
Mortgaged Properties, which shall at all times be subject to the charge created
in favour of the Debenture Trustee under this Deed.

On or prior to the date hereof, each Mortgagor shall have provided notices to
third parties having any right, title or interest in respect of its Mortgaged
Properties, informing such third parties of the rights of the Debenture Trustee
created hereunder and shall have obtained their consent in respect thereof.
Copies of the said notices provided by each Mortgagor and the aforesaid third
party consents shall forthwith be delivered to the Debenture Trustee. Each
Mortgagor acknowledges that its failure to (a) intimate such third parties in
writing and to obtain their consents and/or (b) provide to the Debenture
Trustee copies of such intimation and letters of consent shall constitute a
material breach of the terms of this Deed, and be deemed to be an Event of
Default under the Debenture Trust Deed.

All the Mortgaged Properties and all sale realisations and insurance proceeds
in relation thereto and all documents under this security shall always be kept
distinguishable and be held as the exclusive property of the Debenture Trustee
save as provided in the Debenture Trust Deed, specifically appropriated to this
security and be dealt with only under the directions of the Debenture Trustee.
None of the Mortgagors shall create any Security Interest upon or over the
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 same or any part thereof except in favour of the Debenture Trustee nor suffer
or permit to be created any Security Interest or attachment or distress which
may affect the same or any part thereof nor do or allow anything that may
prejudice this security. The Debenture Trustee shall be at liberty to incur all
costs and expenses as it may deem necessary to preserve and protect the
Security Interest created under this Deed and to maintain the same
undiminished. Any costs incurred by the Debenture Trustee shall forthwith, on
receipt of a notice of demand from the Debenture Trustee, be reimbursed by
the Mortgagors together with interest thereon at the rate and in the manner
specified in the Debenture Trust Deed and, until such reimbursement by the
Mortgagors, such amounts shall form a part of the Mortgage Debt.

8. FURTHER ACQUISITION, EASEMENTS

A. Further Acquisition

Any equipment, fixtures, articles and things of each Mortgagor, including

those attached to the earth, which shall at any point of time hereafter during
the continuance of this security be brought into or erected or installed or be in
or upon or about the Mortgaged Properties hereinbefore expressed to be
hereby granted, transferred, charged, assured and assigned or fixed or attached
to any buildings or structures now standing or hereafter to be erected on the
Mortgaged Properties shall be included in the present security and be subject
to the trusts, provisions and covenants in these presents contained and such
Mortgagors shall at their own cost forthwith vest the same in the Debenture
Trustee UPON TRUST for the benefit of the Secured Parties by way of a first
ranking exclusive mortgage subject to the powers and provisions contained in
this Deed, the Debenture Trustee Agreement and the other Debenture
Documents.

B. Easements

Each Mortgagor hereby irrevocably grants full and free rights and liberty as
and by way of easement to pass, re pass and have unfettered access at all
times, for the purposes permitted under the Debenture Documents, to the
Debenture Trustee and their successors in title, nominees, agents,
representatives and assigns, including any transferee of the Mortgaged
Properties upon the occurrence of an Event of Default, over the vacant lands,
hereditaments, as the case may be and the Mortgaged Properties or any part
thereof secured by these presents in common with all other persons entitled to
like rights at all times thereafter. Subject to other terms of this Deed, no
Mortgagor has given possession nor agreed to give possession of the
Mortgaged Properties to the Debenture Trustee.

C. Reporting

Each Mortgagor shall, whenever required by the Debenture Trustee, give full
particulars to the Debenture Trustee of all the assets of the Mortgagors and of
the Mortgaged Properties and shall furnish and verify all statements, reports,
returns, certificates and information from time to time and as required by the
Debenture Trustee and make, furnish and execute all documents to give effect
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 to the security herein created, as required by the Debenture Trust Deed and/or
this Deed.

9. PROVISION FOR REDEMPTION

If the Obligors and such other persons (as the case may be) shall have paid the
Mortgage Debt in full in accordance with the Debenture Documents and performed all
their obligations under the Debenture Documents, the Debenture Trustee shall, upon
the written request and at the expense of the Mortgagors, and upon receiving written
instructions from the Debenture Holders to that effect, discharge, reassign, re-convey
re-transfer and release unto the Mortgagors, without recourse and without any
representation or warranty of any kind by or on behalf of the Debenture Trustee such
of the Mortgaged Properties or only such part of the Mortgaged Properties as
constitute the security as have not theretofore been sold or otherwise foreclosed,
applied or released pursuant to this Deed. PROVIDED that such reassignment,
retransfer or release of the security created under this Deed shall not thereby affect or
cause the reassignment, retransfer or release of any property or assets secured under
any other mortgage or charge.

10. REPRESENTATIONS AND WARRANTIES

(a) In order to induce the Debenture Holders to enter into the Debenture
Documents and to induce the Debenture Holders to accept the present security
as mentioned above in Clause 5, each Mortgagor has made the representations
and warranties set forth in the Debenture Documents, which are incorporated
herein by reference and made a part of this Deed as if such representations and
warranties were set forth in full herein. Each Mortgagor acknowledges and
accepts that the Debenture Trustee has agreed to enter into this Deed on the
basis of, and in full reliance of the warranties made herein.

(b) Each Mortgagor further confirms and warrants that:

(i) the Mortgagor is a company incorporated in India and has the

necessary power and authority to execute, deliver and perform the
terms and provisions of this Deed and have taken all necessary action
to authorise the execution, delivery and performance by it of this Deed.

(ii) the Mortgagor is legally entitled and, and where applicable, possessed
of the corporate and/ or other necessary powers to execute, deliver and
perform the terms and provisions of this Deed and has taken all
corporate and/ or other necessary actions to authorise the execution,
delivery and performance by it of this Deed and all
clearances/authorisations required under Applicable Law for the
creation, effectiveness, priority and enforcement of such security have
been obtained;

(iii) this Deed when executed and delivered will constitute its legal, valid
and binding obligation of the Mortgagor;

(iv) neither the execution and delivery by the Mortgagor of this Deed, nor
the Mortgagor’s compliance with or performance of the terms and
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 provisions hereof will contravene any provision of Applicable Law or
will violate any provision of the charter documents of the Mortgagor or
any agreement or other document by which the Mortgagor (or any of
its properties) may be bound;

(v) the Mortgagor does not have any outstanding lien or obligation to
create any lien with respect to the interests secured by this Deed and
the Security Documents;

(vi) the provisions of this Deed are effective to create in favour of the
Debenture Trustee for the benefit of the Secured Parties, a legal, valid
and binding security expressed to be created in Clause 5 on all of the
Mortgaged Properties on which the Mortgagors purports to grant
Security Interest pursuant hereto, and all necessary and appropriate
recordings and filings have been made in all appropriate public offices,
and all other necessary and appropriate action has been taken so that
this Deed creates effective security on all right, title, estate and interest
of the relevant Mortgagors in the Mortgaged Properties and all
clearances/authorisations required under Applicable Law for the
creation, effectiveness, priority and enforcement of such security have
been obtained;

(vii) the execution or entering into and performance of obligations under

this Deed by the Mortgagors will constitute, private and commercial
acts done and performed for private and commercial purposes;

(viii) all information in relation to a matter as of the date the same is

provided together with all other information already provided, whether
in writing, electronic form or documents furnished to any of the
Secured Parties and any representatives of the Secured Parties in
connection with the transaction contemplated by the Debenture
Documents, by or on behalf of the Mortgagors is true, correct and
complete in all material respects on the date hereof and is not false or
misleading in any respect nor incomplete by omitting to state any fact
necessary to make such information not misleading at such time in
light of the circumstances under such information is provided;

(ix) the choice of law, jurisdiction and dispute resolution mechanism for
this Deed is binding on the Mortgagors and any orders, judgments
and/or decisions, whether interim or final, in relation to any dispute
and/or claim shall be binding upon and be enforceable against the
Mortgagors as per the terms thereof;

(x) there are no encumbrances on the Mortgaged Properties or any part

thereof and no pending litigations or actionable claims in respect of the
Mortgaged Properties or any part thereof;

(xi) there are no litigations, claims, disputes, show-cause notices or other

legal and/or quasi-legal proceedings pending or threatened in respect
of the Mortgaged Properties which may adversely affect the Security

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 Interest over the Mortgaged Properties or the interest of the Secured
Parties;

(xii) that the Mortgagor has not done or failed and/or neglected to do and
shall not fail and/or neglect to do any act in relation to the Mortgaged
Properties which would violate, in any manner, any law, rule,
regulation, contractual obligation, third party rights, or other legal
and/or contractual obligation to which the Mortgagor was or is bound;

(xiii) it is generally subject to commercial law and to legal proceedings and

neither it nor any of its assets or revenues is entitled to any immunity
or privilege (sovereign or otherwise) from any set-off, judgment,
execution, attachment or other legal process;

(xiv) no steps have been taken or threatened for the liquidation, winding up
or dissolution or insolvency or suspension of payments, administration
or re-organisation of the Mortgagor or for the appointment of a
receiver, trustee or similar officer in respect of the Mortgagor or any or
all of its assets, properties and/or revenues;

(xv) all fees, taxes, duties, rents or other statutory or contractual payments
due in respect of the Mortgaged Properties have been duly made and
all the terms, conditions, covenants and stipulations required to be
observed and performed by the Mortgagor in respect thereof have been
duly observed and performed by the Mortgagor;

(xvi) the Mortgagor does not have any outstanding lien or obligation to
create liens with respect to the interests secured by this Deed and the
Security Documents;

(xvii) The mortgage over the Mortgaged Properties created under this Deed
is being created by Mr K Mennan and Mr. Chenaram Seni as the power
of attorney holders of Mortgagor 1 pursuant to the GPAs (“POA
Holders”) and the POA Holders have the necessary power and
authority to execute this Deed for and on behalf of the Mortgagor 1.
The Mortgagor 1 further represents that the Mortgagor 1 is lawfully
possessed of a valid and subsisting right, title and interest in and to the
Mortgaged Properties and this Deed forms valid, legal and binding
obligations of the Mortgagor 1.

(xviii) the Mortgagor has not granted or agreed to grant in favour of any other
person any interest in or any option or other rights in respect of any of
the Mortgaged Properties and no charge of any kind whatsoever exists,
has been granted or created or agreed to be granted or created in or
over all or any part of the Mortgaged Properties;

(xix) the Mortgagor 1 will not terminate any GPA without the written
consent of Debenture Trustee;

(xx) neither the Mortgagor 1, nor has any other person, entered into (nor
shall Mortgagor 1 or any other person enter into) any arrangement/
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 agreement or propose to enter into any arrangement/ agreement to
terminate or modify any of the terms of any GPA, without the prior
written consent of the Debenture Trustee; and

(xxi) the person signing this Deed on its behalf has the authority to execute
this Deed on its behalf.

(c) Each Mortgagor further represents and warrants to and undertakes with the
Debenture Trustee that the foregoing representations and warranties made by
it are and will be true and correct throughout the continuance of this Deed and
so long as the Mortgage Debt or any part of them remain outstanding with
reference to the facts and circumstances existing from time to time.

11. COVENANTS AND PERMITTED USE

(a) In addition to the covenants set forth in the Debenture Trustee Agreement and
the other Debenture Documents, each Mortgagor hereby further covenants
that:

(i) Entry to Mortgaged Properties, etc.

It shall be lawful for the Debenture Trustee, (a) at all times, at the risk
and expense of the Mortgagors, to enter and inspect, and (b) upon the
happening of an Event of Default, to enter into and take possession of,
at the risk and expense of the Mortgagors, the Mortgaged Properties
and any future assets comprised in these presents and thenceforth the
Mortgagors shall take no action inconsistent with or prejudicial to the
right of the Debenture Trustee as such and for the benefit of the
Secured Parties quietly to possess, use and enjoy the same and to
receive the income, profits and benefits thereof without interruption or
hindrance by the Mortgagors or by any Person or Persons
whomsoever, and upon the taking of such action, the Debenture
Trustee shall be freed and discharged from or otherwise by the
Mortgagors well and sufficiently saved and kept harmless and
indemnified of, from and against all former and other estates, title,
claims, demands and encumbrances whatsoever.

(ii) Further assurances

The Mortgagors and all other persons lawfully or equitably claiming or

being entitled to claim any estate, right, title or further assurances,
interest in, to or upon the Mortgaged Properties and any future assets
comprised in these presents or any of them or any parts thereof
respectively shall and will, from time to time and at all times, at the
cost of the Mortgagors or the other person (as appropriate), execute,
make and do or cause and procure to be executed, made and done
every such assurance, act and thing for further and more perfectly
assuring all or any of the Mortgaged Properties and any future assets
comprised in these presents unto and to the use of the Debenture
Trustee for the benefit of the Secured Parties on the terms of these
presents as shall be required by the Debenture Trustee as also to
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 transfer the Mortgaged Properties to the Debenture Trustee and / or to
enable the Debenture Trustee to be registered as the holder, owner or
proprietor or otherwise obtain legal title to or assignment of any of the
Mortgaged Properties, in each case on the terms of these presents.

(iii) Payment of all Taxes, rates, etc.

The Mortgagors shall at all times during the continuance of these

presents and the security hereby created duly and punctually pay any
imposts, duties, Taxes, premia and outgoings which become payable
by the Mortgagors in respect of the Mortgaged Properties or any part
thereof or the carrying out by the Mortgagors or maintenance of any
business or operations thereon and shall prevent any part of such
Mortgaged Properties from becoming charged with the payment of any
such imposts, duties and Taxes payable by the Mortgagors and shall
punctually discharge all claims and pay all the Taxes, duties and
imposts which by Applicable Law are lawfully payable by the
Mortgagors and would affect the security created hereunder.

(iv) Maintenance of assets

The Mortgagors shall at all times and at their own cost and expense
keep and maintain the Mortgaged Properties in good marketable title
condition and without prejudice to the generality of the foregoing,
forthwith after service by the Debenture Trustee of any notice of defect
or warrant of repair given pursuant to paragraph (v) below, renew,
repair or rebuild and make good the same to the satisfaction of the
Debenture Trustee. All insurance contract(s) obtained by the
Mortgagors or on the Mortgagors’ behalf in relation to the Mortgaged
Properties shall contain an endorsement of an agreed bank clause in
favour of the Debenture Trustee in a manner acceptable under
Applicable Law and acceptable to the Debenture Trustee, as the case
may be.

(v) Inspection, repairs, etc.

The Mortgagors shall permit the Debenture Trustee and its

representatives, servants and agents either alone or with workmen and
others from time to time and at all times to enter into and upon the
Mortgaged Properties, the premises where the other Mortgaged
Properties are lying, installed or kept, and other assets of the
Mortgagors, to inspect the same and if there shall be any want of repair
thereof or if the Debenture Trustee in its reasonable discretion
considers any other works, matters, or things are required in order to
preserve its security hereunder, then the Debenture Trustee shall give
notice thereof to the Mortgagors calling upon the Mortgagors to repair
or replace the same. Upon the Mortgagors’ failure to do so within a
reasonable period after receipt of such notice, it shall be lawful for but
not obligatory upon the Debenture Trustee to repair or replace the
same or any part hereof at the expense of the Mortgagors.

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 Nothing herein contained shall be deemed to affect or prejudice the
rights and powers of the Debenture Trustee or of the Debenture
Holders or any of them under these presents including the right to call
for the whole of the Mortgage Debt as the case may be following the
happening of an Event of Default.

(vi) Display of names

The Mortgagors shall display a plate stating “MORTGAGED TO IDBI

Trusteeship Services Limited (for the benefit of certain debenture
holders)” at prominent places in the Mortgaged Properties and assets
which are secured to the Debenture Trustee.

12. SPECIFIC ACTIONS

Without limiting the generality of the assurances and covenants hereinabove, each
Mortgagor will promptly upon receiving a request from the Debenture Trustee:

(a) execute a valid legal mortgage in a form and manner acceptable to the
Debenture Holders, of any freehold or leasehold properties or other interests in
immovable property presently or in the future belonging to the relevant
Mortgagors and which is not hereby effectively charged or secured;

(b) execute such documents as may be necessary or, in the opinion of the
Debenture Trustee expedient to transfer the Mortgaged Properties to the
Debenture Trustee and/or to enable the Debenture Trustee to be registered as
the holder (on the occurrence of an Event of Default), owner or proprietor or
otherwise obtain legal title to any of the Mortgaged Properties, in each case on
the terms of these presents;

(c) execute such further writings and take all such further actions as may be
necessary for creating security on the terms of these presents over the
Mortgaged Properties including registering this Deed with the sub-registrar or
applicable authority and filing for necessary forms in the Registrar of
Companies any such authority for the perfection of charge created pursuant to
this Deed; and

(d) otherwise execute all transfers, conveyances, assignments, assurances charges

and other instruments of security whatsoever and give all notices, orders,
instructions and directions whatsoever which the Debenture Trustee may
reasonably or by normal practice or by Applicable Law require, in relation to
the Mortgaged Properties or in relation to the creation, perfection or
enforcement of security expressed to be created hereunder in accordance with
the terms of this Deed and the other Debenture Documents.

13. ADDITIONAL COVENANTS

Each Mortgagor shall comply with the following obligations in addition and
supplemental to the financial covenants and obligations of the Mortgagors as are
already contained in the Debenture Documents hithertofore entered into with the
Debenture Holders viz.:
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 (a) ensure that the Mortgaged Properties mortgaged, charged and assigned
hereunder continue to remain the absolute property of the relevant Mortgagor
and at the disposal of the relevant Mortgagor save and except to the extent of
any dispositions expressly permitted under the Debenture Documents;

(b) ensure that all the Mortgaged Properties are duly and effectively insured (to
ensure that the value of the Mortgaged Properties remain intact) jointly in the
name of the relevant Mortgagor and the Debenture Trustee in accordance with
the requirements of the Debenture Documents and the name of the Debenture
Trustee is duly endorsed as a “first loss payee” on such insurance contracts
and all renewals thereof and that the conditions and stipulations provided for
in the Debenture Documents in that behalf are duly and effectually observed
and performed by the relevant Mortgagor in the manner and to the extent
required under the Debenture Documents.

14. UNDERTAKINGS

Each Mortgagor undertakes and agrees with the Debenture Trustee that, throughout
the continuance of this Deed and so long as the Mortgage Debt or any part thereof
remains owing, unless the Debenture Trustee otherwise agrees and except as expressly
otherwise permitted by the Debenture Documents:

(a) each Mortgagor will punctually pay all rents, rates, taxes, duties, premia and
outgoings in connection with any part of the Mortgaged Properties so as to
keep the same free from any other Security Interest, other than the Security
Interest created hereunder or under the Security Documents;

(b) each Mortgagor will, if any penalty or legal costs or any other charges are paid
for the stamping and registration of this Deed or any supplement or addition
thereto or any other additional security documents by the Debenture Trustee or
any Debenture Holder, the relevant Mortgagor will pay to the Debenture
Trustee or such Debenture Holder (as the case may be) the amount thereof
with interest at the Default Interest Rate from the date of payment by the
Debenture Trustee or such Debenture Holders until the date of repayment by
the Mortgagors, provided that in case any dispute regarding the requirement of
payment for such stamping and/or registration is contested in any court, the
Debenture Trustee shall not (unless otherwise instructed in writing by the
Debenture Holders) pay any such penalty or legal costs or any other charges if
the Issuer is able to procure a stay order/judgement to the satisfaction of the
Debenture Holders within 15 (fifteen) days from the date of dispute;

(c) each Mortgagor will deliver to the Debenture Trustee certified copies of the
receipts evidencing payment of stamp duty and other charges in connection
with the stamping and registration of this Deed.

15. ENFORCEMENT

(a) The security created hereunder in favour of the Debenture Trustee shall
become enforceable by the Debenture Trustee upon the occurrence of an Event
of Default.

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(b) At any time after the security shall have become enforceable pursuant to the
terms of this Deed or any of the other Debenture Documents, the Debenture
Trustee may, without prejudice to any other rights it may have and without
prior notice to any Mortgagor:

(i) declare all or part of the Mortgage Debt to be immediately due and
payable (or on such dates as the Debenture Trustee or the Debenture
Holders may specify), whereupon they shall become so due and
payable;

(ii) sell, call in, collect, convert into money or otherwise deal with or
dispose of the Mortgaged Properties or any part thereof on an
instalment basis or otherwise and generally in such manner and upon
such terms whatever as the Debenture Trustee may consider fit;

(iii) exercise any and all powers which a Receiver could exercise hereunder
or by Applicable Law;

(iv) appoint by writing any Person or Persons to be a Receiver of all or any

part of the Mortgaged Properties, from time to time determine the
remuneration of the receiver and remove the receiver (except where an
order of the courts is required therefor) and appoint another in place of
any receiver, whether such receiver is removed by the Debenture
Trustee or an order of the court or otherwise ceases to be the receiver
or one of two or more receivers;

(v) substitute itself or its designee for the Mortgagors under any or all of
the clearances/authorisations, and to commence and conduct either in
the name of the Mortgagors or in its own name or otherwise any
proceedings against any Person in respect of any breach of the
clearances/authorisations;

(vi) enter into and take possession of the Mortgaged Properties and any
future assets comprised in these presents and after the taking of such
action the Mortgagors shall take no action inconsistent with or
prejudicial to the right of the Debenture Trustee quietly to possess, use
and enjoy the same and to receive the income, profits and benefits
thereof without interruption or hindrance by the Mortgagors or by any
Person or Persons whomsoever, and upon the taking of such action, the
Debenture Trustee shall be freed and discharged from or otherwise by
the Mortgagors well and sufficiently saved and kept harmless and
indemnified of, from and against all former and other estates, titles,
claims, demands and encumbrances whatsoever; Neither the Debenture
Trustee nor any Receiver appointed as aforesaid shall, by reason of the
Debenture Trustee or such Receiver entering into or taking possession
of the Mortgaged Properties or any part thereof, be liable to the
Mortgagors for anything except actual receipts or be liable for any loss
or for any default or omission.

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 (vii) take all such other action expressly or impliedly permitted under this
Deed or in the other Debenture Documents or permitted under the
Applicable Law.

(c) The Debenture Trustee shall have the authority to act upon and enforce the
provisions of this Deed in accordance with these presents or to adopt
appropriate remedies in that behalf and may in that behalf adopt remedies in
relation thereto and shall exercise all powers under this Deed in accordance
with Applicable Law and the Debenture Documents.

It is hereby further agreed and declared as follows: -

(a) Following the occurrence of an Event of Default, it shall be lawful for the
Debenture Trustee at any time without any further consent of any Mortgagors, to
sell, assign or concur with any other Person in selling, assigning the Mortgaged
Properties and any future assets comprised under the present security or any part
thereof either by public auction or private contract, including the land, buildings
and structures or separately therefrom with liberty to make any arrangements as
to removal of the plant, machinery, fixtures, fittings and other implements from
the land, building and structures and with liberty also to make such conditions or
stipulations regarding title or evidence of title or other matters as the Debenture
Trustee may deem proper, with power to buy or obtain assignment of the
Mortgaged Properties at any sale and to resell or reassign the Mortgaged
Properties at any sale by auction or to rescind or vary any contract for sale and to
resell or reassign the Mortgaged Properties without being answerable or
accountable for any loss or diminution occasioned thereby and with power also to
execute assurances and give effectual receipts for the purchase money and do all
other acts and things for completing the sale / assignment which the person or
persons exercising the power of sale / assignment shall think proper, and the
aforesaid power shall be deemed to be a power to sell and concur in selling the
Mortgaged Properties without the intervention of the Court within the meaning of
section 69 of the Transfer of Property Act, 1882 (all other provisions and trusts
ancillary to the power of sale which are contained in section 69 of the Transfer of
Property Act, 1882, shall apply to this security as if the same were incorporated
herein);

(b) No purchaser or other person dealing with the Debenture Trustee and/or any
Receiver upon any sale purporting to be made in pursuance of the aforesaid
power in that behalf shall be bound or concerned to see or inquire whether the
events mentioned in Sub-clause (a) have happened or whether any default has
been made in payment of any moneys intended to be hereby secured or whether
any money remains owing on the security of these presents or as to the necessity
or expediency of the stipulations subject to which such sale and/or assignment
shall have been made or otherwise as to the propriety or regularity of such sale
and/or assignment and notwithstanding any impropriety or irregularity
whatsoever in any such sale and/or assignment the same shall as regards the
safety and protection of the purchaser or purchasers be deemed to be within the
aforesaid power in that behalf and be valid and effectual and the remedy of the
Mortgagors in respect of any breach of any of the Clauses or provisions

15
 hereinbefore contained or of any impropriety or irregularity whatsoever in any
such sale and/or assignment shall be in damages only;

(c) Upon any such sale /assignment as aforesaid the receipt by the Debenture Trustee
of the purchase money shall effectually discharge the purchasers or purchaser
therefrom and from being concerned to see to the application thereof or being
answerable for the loss or misapplication thereof.

16. EXPENSES

All expenses incurred by the Debenture Trustee after occurrence of an Event of

Default in connection with preservation or protection of the Mortgaged Properties of
any Mortgagor (whether then or thereafter existing) and collection of amounts due to
the Secured Parties shall be payable by such Mortgagors in accordance with the
Debenture Trust Deed and shall stand secured under these presents.

17. TRANSFER OF PROPERTY ACT

(a) Section 67A

The provisions of section 67A of the Transfer of Property Act, 1882, shall not
apply to these presents and the Debenture Trustee, notwithstanding that the
Debenture Trustee may hold two or more mortgages executed by any
Mortgagor including these presents, in respect of which the Debenture Trustee
has the right to obtain the kind of decrees under section 67 of the Transfer of
Property Act and shall be entitled to sue and obtain such decree on any of such
mortgages without being bound to sue on all such mortgages in respect of
which the mortgage moneys shall have become due.

(b) Continued Possession

It shall be lawful for any Mortgagor to retain possession of and the

Mortgagors may use the Mortgaged Properties in accordance with the
Debenture Documents (including any disposal expressly permitted and subject
to the terms of the Debenture Documents) until the Debenture Trustee shall be
entitled to take possession thereof under these presents and shall take
possession thereof accordingly.

(c) Section 65A

The provisions of section 65A of the Transfer of Property Act, 1882 shall not
apply to this Deed. Each Mortgagor shall while in lawful possession of the
Mortgaged Properties have no power to make leases or other disposals thereof
(except Permitted Disposals), save and except in pursuance of the terms of the
Debenture Documents.

(d) Proceeds of the Mortgaged Properties

The Debenture Trustee shall not be liable to make any payment to the
Debenture Holders from (i) the income and proceeds from the Mortgaged
Properties except to the extent that the Debenture Trustee shall have received
income or proceeds from the Mortgaged Properties to make such payments in
16
 accordance with the terms and provisions hereof, or (ii) the income and
proceeds from any other security under the Security Documents except to the
extent that the Debenture Trustee shall have received income or proceeds of
such security.

18. APPOINTMENT OF RECEIVER

A. Subject to the observance of such restrictions as may be imposed by section

69A of the Transfer of Property Act, 1882, or any other applicable statutory
provisions, the Debenture Trustee at any time after the security hereby
constituted shall have become enforceable may by writing appoint as Receiver
of the Mortgaged Properties or any part thereof one or more Persons, entities
or any Authorised Officer(s) of such Person (“Receiver”) and may remove
any Receiver so appointed and appoint another in his stead.

B. Status, Powers and Remuneration of Receiver:

(a) Appointment of any Receiver may be made either before or after the
Debenture Trustee shall have entered into or taken possession of the
Mortgaged Properties;

(b) Such Receiver may, from time to time, be invested with such of the
rights, powers, authorities and discretions exercisable by the Debenture
Trustee set forth herein or under Applicable Law or as the Debenture
Trustee may think expedient including the following rights, powers and
authorities:-

(i) to enter upon or take possession of, collect, and get in all or any
part of the Mortgaged Properties and for that purpose to take
any proceedings and enforce any order or judgement in the
name of the Mortgagors or otherwise as the Receiver shall
consider fit;

(ii) to make any arrangement or compromise between the

Mortgagors and any other Person or pay any compensation or
incur any obligation which the Debenture Trustee or the
Receiver shall consider fit;

(iii) for the purpose of exercising any of the powers, authorities and
discretions conferred on it by this Deed and/or defraying any
costs or expenses which may be incurred by it in the exercise
thereof or for any other purpose, to borrow moneys on the
security of the Mortgaged Properties on such terms (with or
without security) as the Receiver or the Debenture Trustee shall
consider fit and so that, with the prior written consent of the
Debenture Trustee, any such security may be or include a
charge on the whole or any part of the Mortgaged Properties
ranking wholly or partly in priority to or pari passu with the
security created hereunder;

17
(iv) to assign, sell, lease, license, grant options to sell, deal with or
manage or concur in assigning, selling, leasing, licensing,
granting options to sell, dealing with or managing and to vary,
terminate or accept surrenders of leases, licenses or tenancies of
or otherwise dispose of any part of the Mortgaged Properties in
such manner and generally on such terms and conditions as the
Debenture Trustee or the Receiver shall consider fit and to carry
any such transactions into effect in the name of and on behalf of
the Mortgagors or otherwise;

(v) to make, effect and do all maintenance, repairs, developments,

reconstructions, improvements, furnishings, equipment,
insurances, alterations or additions to or in respect of the
Mortgaged Properties and maintain, renew, take out or increase
insurances in the interest of the Debenture Trustee for
maintaining the value of the Mortgaged Properties, in every
such case as the Debenture Trustee or the Receiver shall
consider fit;

(vi) to obtain all clearances, planning consents and permissions,

building regulations, approvals and any other consents or
licenses necessary or appropriate to carry out any of the matters
referred to in this Deed or otherwise as the Debenture Trustee or
Receiver shall consider fit;

(vii) to redeem any prior encumbrance and settle and pass the
accounts of the encumbrances so that any accounts so settled
and passed shall (subject to any manifest error) be conclusive
and binding on the Mortgagors and the money so paid shall be
deemed to be an expense properly incurred by the Receiver;

(viii) to settle, refer to arbitration, compromise and arrange any

claims, accounts, disputes, questions and demands with or by
any Person or body who is or claims to be a creditor of the
Mortgagors:

(1) in the event such claims, etc., in the opinion of the

Receiver, adversely affect or are likely to affect the
repayment / payment of the Mortgage Debt and / or
other monies in respect thereof, or

(2) in the event such claims, etc. in any way relate to the
Mortgaged Properties or any part thereof;

(ix) to bring, prosecute, enforce, defend and discontinue all such

actions and proceedings in relation to the Mortgaged Properties
or any part thereof as the Receiver shall consider fit;

(x) to implement or continue the development of (and obtain all

clearances and other consents required in connection therewith)
and/or complete any buildings or structures on, any real
18
 property comprised in the Mortgaged Properties and do all acts
and things incidental thereto;

(xi) to insure and keep insured the property and assets of an

insurable nature comprised in the Mortgaged Properties against
loss or damage by such risks and contingencies in such manner
and in all respects as set out in the Debenture Trustee
Agreement, and to maintain, renew or increase any insurance or
insurances if applicable in respect of such property or assets;

(xii) to promote the formation of companies or partnership firms or

body corporate(s) with a view to purchasing all or any of the
undertaking, property, assets and rights of the Mortgagors or
otherwise;

(xiii) to do all such other acts and things (including, without

limitations, signing and executing all documents and deeds) as
may be considered by the Debenture Trustee or Receiver to be
incidental or conducive to any of the matters or powers
aforesaid or otherwise incidental or conducive to the
preservation, improvement or realisation of the Mortgaged
Properties;

(xiv) to exercise all such other power and authority as the Debenture
Trustee shall consider fit to confer and so that the Debenture
Trustee may in relation to such part of the Mortgaged Properties
as is the subject of the security expressed to be created
hereunder confer any powers and authorities which it could give
if it were an absolute beneficial owner thereof; and

(xv) in the exercise of any of the above powers, to expend such sums
as the Receiver may think fit and the Mortgagors shall forthwith
on demand repay to the Receiver all sums so expended together
with interest thereon at the Default Interest Rate applicable to
Debenture Holders from time to time, and until such repayment,
such sums, together with such interest, shall be secured by this
Deed.

(c) Unless otherwise directed by the Debenture Trustee such Receiver may
exercise all the rights, powers, authorities and discretion’s herein or by
Applicable Law vested in the Debenture Trustee;

(d) Such Receiver shall exercise its powers, authorities and discretion from
time to time in accordance with instructions made and given by the
Debenture Trustee;

(e) Subject to the provisions of section 69A of the Transfer of Property

Act, 1882, the Debenture Trustee may from time to time fix the
remuneration of such Receiver and may direct payment thereof out of
the Mortgaged Properties;

19
 (f) The Debenture Trustee may, from time to time and at any time, require
any such Receiver to give security for the due performance of its duties
as such Receiver, and may fix the nature and amount of security to be
so given, but the Debenture Trustee shall not be bound in any case to
require any such security;

(g) The Debenture Trustee shall be in no way responsible for any

misconduct, misfeasance, malfeasance or negligence on the part of any
such Receiver and shall not in any way be liable for or in respect of any
debts or other liabilities incurred by any such Receiver whether the
Issuer or Mortgagor 1 shall or shall not be in liquidation;

(h) All the powers, provisions and trusts contained in section 69A of the
Transfer of Property Act, 1882, shall apply to the Receiver appointed
under this Clause;

(i) Every Receiver appointed under the provisions hereof shall be deemed
to be the agent of the Mortgagors and the Mortgagors shall be solely
responsible for such Receiver’s acts and defaults and for his
remuneration; and

(j) The Receiver shall, in the exercise of the Receiver’s powers, authorities
and discretions, conform to the instructions, directions and regulations
from time to time given or made by the Debenture Trustee.

(k) The Receiver shall be an agent of the Company for all purposes and the
Company alone shall be responsible for its acts and defaults, loss or
misconduct and liable on any contract or engagement made or entered
into by it and for its remuneration and expenses. The Debenture
Trustee or the Debenture Holders shall not incur any liability or
responsibility therefore by reason of their making or consenting to its
appointment as receiver and shall be in no way liable for or in respect
of any debts or other liabilities incurred by the Receiver, whether the
Company is or is not in liquidation.

19. REIMBURSEMENT OF EXPENSES

All costs, expenses, charges and fees paid or incurred by the Debenture Trustee in the
exercise of any of the rights, remedies or powers granted hereunder, or under the
Debenture Trustee Agreement including without limitation, for payment of any costs,
expenses, charges or fees in this Clause shall be for the account of the Mortgagors and
each Mortgagor undertakes promptly on demand to pay the same or, as the case may
be to reimburse the Debenture Trustee or its authorised agents, representatives,
successors and assignees for any such monies paid by the Debenture Trustee or any of
them with interest thereon at the Default Interest Rate applicable to Debenture
Holders from the date the Mortgagors receive notice thereof from the Debenture
Trustee and/or its agents, representatives, successors and assigns until reimbursed by
the Mortgagors, and all such sums and costs shall be added to the Mortgage Debt and
be secured under these presents.
20
20. PROTECTION OF DEBENTURE TRUSTEE AND RECEIVER: LIMITATION
OF LIABILITY

Neither the Debenture Trustee nor any Receiver shall be liable in respect of any loss
or damage which arises out of the exercise or the attempted or purported exercise of
or the failure to exercise any of their respective rights, powers, authorities, discretion
and trusts that may be vested in the Debenture Trustee.

21. COSTS AND EXPENSES

(a) Each Mortgagor shall, upon notice from the Debenture Trustee, pay or
reimburse to the Debenture Trustee all fees for services performed by the
Debenture Trustee, all reasonable and properly incurred out of pocket, and
travelling expenses and other costs, charges and expenses in any way incurred
by the Debenture Trustee, its officers, employees or agents in connection with
the negotiation, preparation, execution, modification or amendment of or the
preservation, protection or release of the rights of the Debenture Trustee and
the Debenture Holders on exercise of any rights, remedies or powers granted
hereunder and/or pursuant to other Debenture Documents any documents or
instruments contemplated or in connection with or relating to these presents
including, without limitation, costs of investigation of title, and further
covenants and agrees to indemnify the Secured Parties against all actions,
proceedings, costs, charges, expenses, claims and demands whatsoever which
may be brought or made against or incurred by any or both of them in respect
of any matter or thing done or omitted to be done.

(b) Each Mortgagor shall pay all legal fees for drafting, stamping and registration
of the Debenture Documents, costs, charges and expenses of the external legal
counsel of the Debenture Trustee, the Debenture Holders and all such sums
incurred or paid by the Debenture Trustee and the Debenture Holders or any of
them in connection with and incidental to or in connection with these presents
and incurred in connection with the enforcement of any rights hereunder
and/or under any other Debenture Document including any cost incurred in the
assertion or defence of the rights of the Debenture Trustee as such for, and for
the benefit of the Secured Parties as for the protection and preservation of
whole or any part of the Mortgaged Properties and/or any Security Interest
created pursuant to the Security Documents and for the demand, realisation
and recovery of the Mortgage Debt shall be added to the Mortgage Debt and
be secured hereby.

22. STAMP DUTY AND OTHER FEES ON EXECUTION, REGISTRATION, ETC:

(a) Each Mortgagor shall pay all stamp duty, other duties, Taxes, fees, penalties or
other charges payable on or in connection with the execution, issue, delivery,
registration of this Deed, the Debenture Trustee Agreement and any document,
act and registration performed pursuant hereto, if and when the Mortgagors
may be required to pay the same according to any of the Debenture Documents
or according to the Applicable Law for the time being or at any time in force
in the State in which its properties are situated. If any Mortgagor fails to pay
the stamp duty, other duties, Taxes, fees, penalties or other charges payable
hereinabove, then the Debenture Trustee may (but is not obligated to) pay such
21
 amounts, on behalf of the Mortgagors. Any money paid by the Debenture
Trustee as aforesaid, shall constitute a part of the Mortgage Debt, and shall be
reimbursed to the Debenture Trustee with interest at the Default Interest Rate
from the date of payment by the Debenture Trustee until the date of repayment
by the Mortgagors, provided that in case any dispute regarding the requirement
of payment for such stamping and/or registration is contested in any court, the
Debenture Trustee shall not (unless otherwise instructed in writing by the
Debenture Holders) pay any such penalty or legal costs or any other charges if
the Issuer is able to procure a stay order/judgement to the satisfaction of the
Debenture Holder within 15 (fifteen) days from the date of dispute.

(b) Reimbursement Obligations

All costs, expenses, charges and fees paid or incurred by the Debenture
Trustee in the exercise of any of the rights, remedies or powers granted
hereunder, or under the other Debenture Documents including without
limitation, for payment of any costs, expenses, charges or fees in this Clause
shall be for the account of the Mortgagors and the Mortgagors undertakes
promptly on demand to pay the same or, as the case may be to reimburse the
Debenture Trustee or its authorised agents, representatives, successors and
assignees for any such monies paid by the Debenture Trustee or any of them
with interest thereon at the Default Interest Rate applicable to Debenture
Holders from the date the Mortgagors receive notice thereof from the
Debenture Trustee and/or its agents, representatives, successors and assigns
until reimbursed by the Mortgagors, and all such sums and costs shall be
added to the Mortgage Debt and be secured under these presents.

23. INDEMNITY

The Debenture Trustee and every Receiver, attorney, manager, agent or other Person
appointed by it shall be entitled to be indemnified out of the Mortgaged Properties in
respect of all liabilities and expenses incurred by it in the execution or purported
execution of the powers and trusts thereof and against all actions, proceedings, costs,
claims and demands in respect of any matter or thing done or omitted to be done in
anyway relating to the Mortgaged Properties.

In case the Debenture Holders pay any amount spent by the Debenture Trustee and /or
the Receiver, attorney, manager, agent or other Person appointed by it, the Debenture
Holders shall be entitled to be indemnified by the Mortgagors in respect of all
amounts, liabilities and expenses paid or incurred by it to the Debenture Trustee
pursuant to the above.

24. ATTORNEY

(a) Appointment

Each Mortgagor hereby irrevocably appoints the Debenture Trustee as well as

each Receiver to be appointed under these presents to be its attorney or
attorneys, and in the name and on behalf of the Mortgagors to act and execute
all deeds and things which the Mortgagors are authorised to execute and do
under the covenants and provisions herein contained and generally to use the
22
 name of the Mortgagors in the exercise of all or any of the powers by these
presents or by Applicable Law conferred on the Debenture Trustee or any
Receiver appointed by such Debenture Trustee and also to execute on behalf
of the Mortgagors at the cost of the Mortgagors the powers hereunder or by
Applicable Law conferred on the Debenture Trustee or any Receiver appointed
by it and also to execute on behalf of the Mortgagors at the cost of the
Mortgagors such documents and deeds as may be necessary to give effect to
the provisions referred to hereinabove and also for preservation, enforcement
and realisation of the security and the Mortgagors shall bear the expenses that
may be incurred by the Debenture Trustee or any Receiver in that behalf.
Provided at any time prior to the occurrence of an Event of Default, the
Debenture Trustee shall exercise its powers under this Clause only if the
Mortgagors fail to comply with the instructions of the Debenture Trustee
under this Deed.

(b) Ratification

Each Mortgagor covenants with the Debenture Trustee to ratify and confirm
all acts or things made, done or executed by any attorney as contemplated by
Clause 24(a) hereinabove.

25. APPLICATION OF MONIES

All monies received by the Debenture Trustee or any Receiver appointed under these
presents whether prior to or as a result of the enforcement of the security constituted
hereunder shall be held upon trust and shall be deposited in such account as has been
specified by the Debenture Trustee and/or the Debenture Holders and applied by the
Debenture Trustee (except as otherwise required by Applicable Law) in accordance
with the provisions of the Debenture Documents. The Debenture Trustee shall not be
liable to pay any interest on the monies held by the Debenture Trustee for the benefit
of the Secured Parties.

26. LIABILITY TO SECURED PARTIES FOR DEFICIENCY

Each Mortgagor shall remain liable to the Secured Parties for any deficiency in the
event the monies received by the Debenture Trustee or the Receiver hereunder are
insufficient to discharge the Mortgage Debt.

27. WAIVER

(a) No implied waiver or impairment

No delay or omission of the Debenture Trustee or any Receiver in exercising

any right, power or remedy accruing of it upon any default hereunder shall
impair any such right, power or remedy or be construed to be a waiver thereof
or any acquiescence in such default, nor shall the action or inaction of the
Debenture Trustee or any Receiver in respect of any default or any
acquiescence by it in any default affect or impair any right, power or remedy
of the Debenture Trustee in respect of any other defaults nor shall any single
or partial exercise of any such right, power or remedy preclude any further
exercise thereof or the exercise of any other right, power or remedy. The rights
23
 and remedies of the Debenture Trustee herein provided are cumulative and not
exclusive of any rights or remedies provided by Applicable Law or equity or
in any of the other Debenture Documents.

(b) Express Waiver

A waiver or consent granted by the Debenture Trustee under this Deed will be
effective only if given in writing and then only in the instance and for the
purpose for which it is given.

28. MISCELLANEOUS

(a) Discharges and Releases

Notwithstanding any discharge, release or settlement from time to time

between the Secured Parties and the Mortgagors, if any discharge or payment
in respect of the Mortgage Debt by the Mortgagors or any other Person is
avoided or set aside or ordered to be surrendered, paid away, refunded or
reduced by virtue of any provision of Applicable Law or any enactment
relating to bankruptcy, insolvency, liquidation, winding up, composition or
arrangement for the time being in force or for any other reason, the Debenture
Trustee shall be entitled hereafter to enforce this Deed as if no such discharge,
release or settlement had occurred.

(b) Amendment

The Mortgagors and the Debenture Trustee may amend or supplement the
terms of this Deed by mutual agreement in writing.

(c) Other Remedies

The rights and remedies conferred upon the Debenture Trustee under this
Deed:

(i) shall not prejudice any other rights or remedies to which the Debenture
Trustee may, independently of this Deed, be entitled; and

(ii) shall not be prejudiced by any other rights or remedies to which the
Debenture Trustee may, independently of this Deed, be entitled, or any
collateral or other security (including, without limitation, guarantees)
now or hereafter held by the Debenture Trustee.

(d) No Legal Title for Debenture Holders

The Debenture Holders shall not have any legal title to any part of the
Mortgaged Properties; provided however, that the Debenture Holders shall
have a beneficial interest in the Mortgaged Properties. No transfer, by
operation of Applicable Law or otherwise, of any estate, right, title or interest
of the Secured Parties in and to the Mortgaged Properties or hereunder shall
operate to terminate the trusts hereunder or entitle any successor or assignee of
the Debenture Holders to an accounting or to the transfer to it of legal title to
any part of the Mortgaged Properties.
24
 (e) Limitation on Rights of Others

Nothing in this Deed, whether express or implied, shall be construed to give to

any Person other than the Debenture Trustee (for the benefit of the Debenture
Holders) any legal or equitable right, remedy or claim under or in respect of
this Deed, or in the Mortgaged Properties, except as expressly provided in this
Deed, any covenants, conditions or provisions contained herein, all of which
are, and shall be construed to be, for the sole and exclusive benefit of the
Debenture Holders.

(f) Accession

Each Mortgagor confirms that the aforesaid security on the Mortgaged

Properties shall extend for the benefit of certain other lenders of the Issuer,
who may, if required under the Debenture Documents, in future accede to the
terms of the Debenture Trustee Agreement with the prior written consent of
the Debenture Holders and shall have the benefit of the aforesaid security
upon execution of the Debenture Trustee Agreement and without any actions
required to be taken or documents required to be executed.

29. NOTICES

(a) Communications in Writing

Any notice, demand or other communication to be made under or in

connection with this Deed shall be made in writing and, unless otherwise
stated. Such notice, demand, request or other communication shall be deemed
to have been duly given or made when it shall be (a) delivered personally; or
(b) sent by registered mail with acknowledgement due, postage prepaid or
courier; or (c) sent by email.

(b) Addresses

The details of the Parties for the purpose of serving any notices in relation to
or pursuant to this Deed are set out in Schedule II (Details for Notice) hereof.

(c) Delivery

A. Any communication or document made or delivered by any Party to

another under or in connection with this Deed will be effective:

(i) if delivered personally, on delivery; or

(ii) if by way registered mail/courier, the date of receipt of such

registered mail/ courier (as demonstrated by the acknowledgement);
or

(iii) if way by of email, as soon as the email leaves the system of the
sender to be transmitted to the addressee.

B. Any notice given or communication made under this Deed must be in

25
 English Language.

C. Any communication or document to be made or delivered to the

Debenture Trustee will be effective only when actually received by the
Debenture Trustee.

D. Any communication or document made or delivered to the Mortgagors

in accordance with this Clause will be deemed to have been made or
delivered to the Mortgagors.

(d) Notification of address and e-mail address

Promptly upon change of address or email pursuant to Clause 29(b)

(Addresses) such Party shall notify the other Parties.

30. PROVISIONS SEVERABLE

(a) Every provision contained in this Deed shall be severable and distinct from
every other such provision and if at any time any one or more of such
provisions is or becomes invalid, illegal or unenforceable in any respect under
any law, the validity, legality and enforceability of the remaining provisions
hereof shall not be in any way affected or impaired thereby.

(b) The Mortgagors shall not do or suffer to be done or be party or privy to any
act, deed, matter or thing which may, in any manner prejudicially affect the
securities and the rights created in favour of the Debenture Trustee acting for
and on behalf of and for the benefit of the Secured Parties.

31. GOVERNING LAW & JURISDICTION

(a) This Deed shall be interpreted and governed in all respects by the laws of
India.

(b) The Parties agree that the courts and tribunals in Chennai, India shall have
exclusive jurisdiction to settle any disputes which may arise out of or in
connection with this Deed and that accordingly any suit, action or proceedings
(together referred to as “Proceedings”) arising out of or in connection with
this Deed may be brought in such courts or the tribunals and each Mortgagor
irrevocably submits to and accepts for itself and in respect of its properties,
generally and unconditionally, the jurisdiction of those courts or tribunals.

(c) The Mortgagors irrevocably waives any objection now or in future, to the
laying of the venue of any Proceedings in the courts and tribunals at Chennai,
India and any claim that any such Proceedings have been brought in an
inconvenient forum and further irrevocably agree that a judgment in any
Proceedings brought in the courts and tribunals at Chennai, India shall be
conclusive and binding upon them and may be enforced in the courts of any
other jurisdiction, (subject to the laws of such jurisdiction) by a suit upon such
judgment, a certified copy of which shall be conclusive evidence of such
26
 judgment, or in any other manner provided by Applicable Law.

(d) Nothing contained in this Clause 31, shall limit any right of the Secured
Parties to take proceedings in any other court or tribunal of competent
jurisdiction, nor shall the taking of proceedings in one or more jurisdictions
preclude the taking of proceedings in any other jurisdiction whether
concurrently or not and the Mortgagors irrevocably submit to and accept for
themselves and in respect of their respective properties, generally and
unconditionally, the jurisdiction of such court or tribunal, and the Mortgagors
irrevocably waives any objection it may have now or in the future to the laying
of the venue of any proceedings and any claim that any such proceedings have
been brought in an inconvenient forum.
(e) The Mortgagors hereby consent generally in respect of any proceedings
arising out of or in connection with this Deed to the giving of any relief or the
issue of any process in connection with such proceedings including, without
limitation, the making, enforcement or execution against any property
whatsoever (irrespective of its use or intended use) of any order or judgment
which may be made or given in such proceedings.

(f) Each Mortgagor irrevocably agrees that no immunity (to the extent that may at
any time exist, whether on the grounds of sovereignty or otherwise), from any
proceedings, from attachment (whether in aid of execution, before judgment or
otherwise) of the Mortgaged Properties or from execution of judgment, shall
be claimed by it or on its behalf or with respect of its respective assets, and the
Mortgagors irrevocably waives such immunity (save and except as are in
terms of Applicable Laws incapable on being waived contractually). The
Mortgagors hereby agree and confirm that the Mortgaged Properties are and
shall be subject to such proceedings, attachment or execution in respect of
their respective obligations under the Debenture Documents as may be
initiated by the Debenture Holders, Debenture Trustee and/or any other Person
on their behalf, and the Mortgagors consent to such proceedings, attachment
or execution.

(g) The Mortgagors hereby agree that the Debenture Holders shall be entitled to
an injunction, restraining order, right for recovery, suit for specific
performance or such other equitable relief as a court of competent jurisdiction
may deem necessary or appropriate to restrain the Mortgagors from
committing any violation or enforce the performance of the covenants,
representations, warranties and obligations contained in this Deed. These
injunctive remedies are cumulative and are in addition to any other rights and
remedies the Debenture Holders may have at law or in equity, including
without limitation a right for damages

32. SURVIVAL

Notwithstanding anything to the contrary contained herein, all indemnities and all the
other provisions, which by nature are intended to survive or customarily survive
termination, shall survive the termination of this Deed.

27
28
 SCHEDULE I

MORTGAGED PROPERTIES

All the piece and parcel of land and buildings bearing New Door No.8 and Old Door No.22,
Cenotaph Road Second Lane (earlier Door No.22, Cenotaph Road, Second Lane) and Plot
No.16, Chittaranjan Road, Teynampet Chennai – 600 018, comprised in Old Survey
Nos.196 and 198, as per Patta Re Survey Nos. 3847/8 of an extent of (69,189.9 sq. ft.),
3847/13 of an extent of 5974 sq. ft. & 3847/14 of an extent of 1646 sq. ft. and & 3842/13pt
of an extent of 2056 square feet, aggregating to an extent of 78,866 square feet or
thereabouts, situated in Mylapore Division, Block No. 76, Mylapore – Triplicane Taluk,
Madras District, or thereabouts and bounded on the:

North by : R.S.No. 3842/13, 3842/14 & 3842/15 & 3842/12;

South by : Cenotaph Road Second Lane;
East by : Door No.6/23, “Rahul Apartments”, Cenotaph Road
Second Lane, Old Nos.16 and 17, Sriram Nagar North
Street, New Door Nos.2, 4, 6 and 8, Kamachi Nagar; and
West by : Door Nos.10/20, 12/19A, 12-1/19A1 and 14/19-1,
Cenotaph Road Second Lane

and situated within the Registration District of Central Chennai and Sub Registration District
of Joint –I Central Chennai.

TOGETHER WITH its right, title and interest in (a) the buildings, plant and machinery,
structures and constructions of every description thereon, attached to the earth or permanently
fastened to anything attached to the earth, whether now standing, erected or attached or shall
at any time hereafter till Final Settlement Date be erected and standing or attached thereon;
(b) rights, title, interest, benefits and claims, of any kind whatsoever, in, to, or in respect
thereof or the aforementioned buildings, structures, fixtures and attachments (including any
construction and development rights and any rights and entitlement to the floor area
ratio/gross built-up area development rights on the aforementioned immovable properties);
(c) liberties, privileges, easements and appurtenances; hereditaments, of any kind whatsoever,
in connection therewith or the aforementioned buildings, structures, fixtures and attachments;
and (d) other estates, rights, title, interests, properties, claims and demands, of any kind
whatsoever, in connection therewith

(the aforementioned hereinafter collectively referred to as the “Mortgaged Properties”).

29
 SCHEDULE II
DETAILS FOR NOTICE

Part A –Mortgagor 1

Address for Notices

Contact Person

Tel No.

Email

Part B –Mortgagor 2/Issuer

Address for Notices 98/99 Habibullah Road T Nagar, Chennai – 17

Contact Person Mr. Sreyansh Mehta

Tel No. 9940102081

Email sreyanshmehta@jainhousing.co.in

Part C – The Debenture Trustee

Address for Notices Asian Building, 17 Kamani Marg, Ballard Estate, Mumbai –
400001, India

Contact Person Vice President, Aditya Kapil

Tel No. 022 4080 7001

Email itsl@idbitrustee.com

30
 SCHEDULE III

TITLE DEEDS

Sl. NO. DOCUMENT NATURE OF

DOCUMENT
1. Agreement of Sale dated 23.08.2013 (Doc No. Original
1327/2013)

2. Sale Deed dated 19.04.1952 (Doc. No Original

454/1952)

3. Sale Deed dated 19.04.1952 (Doc. No Original

455/1952)

4. Sale Deed dated 03.08.1953 (Doc. No Original

887/1953)

5. Sale Deed dated 15.05.2006 (Doc. No Original

573/2006)

6. Letter dated 18.09.2007 by ULC department. Original

7. Search Report dated 15.02.2011 by CS Original

Mr.S.Ganesh

8. Receipt dated 03.01.2012 Doc No 16/2012 by Original

Best& Crompton Engg.Ltd to Hi Tech

9. Extract from the permanent Land Register Original

dated 25.10.2007 in the name of Hi Tech

10. Letter dated 15.10.2013 issued by Bank of Original

India

11. Letter dated 15.10.2013 issued by State Bank Original

of Travancore

12. Letter dated 17.10.2013 issued by Punjab Original

31
 National Bank

13. Letter dated 17.10.2013 issued by State Bank Original

of Hyderabad

14. Letter dated 19.12.2013 issued by IDBI Original

15. No charge confirmation letter dt 19.12.2013 Original

by SBI for self and for consortium

16. Deed of Cancellation by SBI dt 20.12.2013 Original

(Doc No. 1450/2013)

17. Deed of cancellation as security agent by SBI Original

dt 20.12.2013 (Doc No.1451/2013)

18. Confirmation cum Declaration dt 20.12.2013 Original

by Hi-Tech favouring JHCLfor full payment.

19. Letter dated 07.11.2006 issued by M/s The Photocopy

Catholic Syrian Bank Ltd

20. Company petition Nos 2 and 3 of 1975 Photocopy

21. Extract of the Board Resolution dated Photocopy

15.05.2006 by Best & Crompton Engg, Ltd

22. Government vide its G.O No.365 dated Photocopy

11.07.1995 under ULC

23. Letter dated 13.12.1995 by Best & Crompton Photocopy

Engg. Ltd.

32
24. Letter No. 57937/82/95 and dated 25.07.1996 Photocopy
by ULC to permit sell the land.

25. Proceeding of the competent Authority (ULC) Photocopy

and Assistant Comissioner (ULT) Ambattur
dated 25.09.1996

26. Order under ULC Appeal No.32537/96 dated Photocopy

06.11.1996

27. Letter dated 18.01.2001 Best & Crompton Photocopy

Engg. Ltd to ULC

28. Letter dated 06.02.2001 ULC to Best & Photocopy

Crompton Engg. Ltd

29. Writ petition No. 3619/2001 before the High Photocopy

court of Judicature at Madras.

30. Letter by ULC dated 18.09.2007 abating all Photocopy

the actions initiated.

31. Certificate of Incorporation of Best & Photocopy

Company Ltd.

32. Memorandum and Articles of Association of Photocopy

Hi-Tech

33. Extract from the permanent Land Registrar of Photocopy

August 1980 in name of Best & Crompton
Engg. Ltd

34. Notice NO.9 dated 27.04.2007 Photocopy

35. Property tax Demand Card Photocopy

36. TNEB receipt in the name of Hi-Tech Photocopy

33
37. Memorandum confirming the extension of the Photocopy
existing equitable Mortgages dated
10.08.2010 (Doc No 727/2010)

38. Memorandum confirming the extension of the Photocopy

existing equitable Mortgages dated
29.06.2012 (Doc No 776/2010)

39. EC for period 01.01.1952 to 02.09.2013 Photocopy

40. General Power of Attorney dt 20.12.2013 by Photocopy

Hi-Tech to JHCL (Doc. No 1452/2013)

41. General Power of Attorney dt 20.12.2013 by Photocopy

Hi-Tech to JHCL (Doc. No 1453/2013)

42. General Power of Attorney dt 20.12.2013 by Photocopy

Hi-Tech to JHCL (Doc. No 1454/2013)

43. Discharge Receipt dt 09.08.2017 (Doc NO Photocopy

5111/2017)

44. Discharge Receipt dt 09.08.2017 (Doc NO Photocopy

5112/2017)

45. Discharge Receipt dt 09.08.2017 (Doc NO Photocopy

5113/2017)

46. Agreement for Sale dated 14.12.2020 Original

(Doc.No. 65/2021)

47. Discharge Receipt for Deed of Mortgage Original

dated 09.08.2017 (Doc. No. 1106/2017)

34
IN WITNESS WHEREOF the Parties have caused these presents to be executed in the
manner hereinafter appearing.

FOR AND ON BEHALF OF HI TECH

HOUSING PROJECT PRIVATE LIMITED AS
ITS POWER OF ATTORNEY HOLDERS
PURSUANT TO THE: (I) DEED OF GENERAL
POWER OF ATTORNEY DATED 20.12.2013,
REGISTERED AS DOC. NO.1452 OF 2013, ON
THE FILE OF THE SUB-REGISTRAR CHENNAI
CENTRAL JOINT I; (II) DEED OF GENERAL
POWER OF ATTORNEY DATED 20.12.2013,
REGISTERED AS DOC. NO.1453 OF 2013, ON
THE FILE OF THE SUB-REGISTRAR CHENNAI
CENTRAL JOINT I; AND (III) DEED OF
GENERAL POWER OF ATTORNEY DATED
20.12.2013, REGISTERED AS DOC. NO.1454 OF
2013, ON THE FILE OF THE SUB-REGISTRAR
CHENNAI CENTRAL JOINT I, AS
MORTGAGOR I, Mr. Chenaram Seni and Mr.
Mennan.

in the presence of :

1. __________________

2. ___________________

35
SIGNED AND DELIVERED BY CHENNAI
JAINS PROJECTS PRIVATE LIMITED, THE
WITHIN NAMED MORTGAGOR 2/ISSUER
BY THE HANDS OF ITS AUTHORISED
OFFICIAL, _____________________
PURSUANT TO THE RESOLUTION OF ITS
BOARD OF DIRECTORS DATED
______________________

in the presence of :

1. __________________

2. ___________________

36
SIGNED AND DELIVERED BY IDBI
TRUSTEESHIP SERVICES LIMITED, THE
WITHINNAMED DEBENTURE TRUSTEE,
BY THE HAND OF Mr. Ramesh, ITS
AUTHORISED OFFICIAL

in the presence of :

1. __________________

2. ___________________

37