1.

Key Covenants:
a) to furnish to the Bank all such information, statements, particulars, estimates and reports etc. as the
Bank may require from time to time as to the compliance with the terms of the Loan and shall also
submit to the Bank, in form and detail satisfactory to the Bank, unaudited half yearly income
statements of the Borrower within 60 (sixty) days of the close of each semi-annual period and copies of
audited financial statements including balance-sheet and profit and loss account (in detail and not in the
abridged form) within 180 (one hundred eighty) days after the close of each financial year;
b) not to enter into any scheme of merger, amalgamation, compromise or reconstruction without the prior
written consent of the Bank;
c) not to permit any change in the ownership or control of the Borrower whereby the effective beneficial
ownership or control of the Borrower shall change, without the prior written consent of the Bank;
d) not to effect any material change in the management of the business of the Borrower, without the prior
written consent of the Bank;
e) not to make any amendments in the Borrower's Memorandum and Articles without the prior written
consent of the Bank;
f) not to create, assume or incur any further indebtedness of a long-term nature whether for borrowed
money or otherwise, except with the prior written consent of the Bank;
g) not to declare any dividend if any instalment towards principal or interest remains unpaid on its due
date.
h) Not to induct a person who is a director on the Board of a company which has been identified as a
wilful defaulter and that in case, such a person is found to be on the Board of the Borrower, Borrower
would take expeditious and effective steps for removal of the person from the Board of Directors.

2. Events of default: At the option of the Bank, and without necessity of any demand upon or notice to the
Borrower, all of which are hereby expressly waived by the Borrower, and notwithstanding anything
contained herein or in any security documents executed by / to be executed by the Borrower in the Bank's
favour, the said Dues and all of the obligations of the Borrower to. the Bank hereunder, shall immediately
become due and payable irrespective of any agreed maturity, and the Bank shall be entitled to enforce its
security, upon the happening of any of the following events:
a) If any representations or statements or particulars made in the Borrower's proposal / application are
found to be incorrect or the Borrower commits any breach or default in performance or observance of
these presents or failure to keep 9r perform any of the terms or provisions of any other agreement
between the Bank and Borrower in respect of this Loan;
b) If the Borrower commits any default in the payment of principal or interest of any obligation of the
Borrower to the Bank when due and payable;
c) If there is any deterioration or impairment of the securities / the said property or any part thereof or any
decline or depreciation in the value or market 'price thereof (whether actual or reasonably anticipated),
which causes the securities in the judgment of the Bank to become unsatisfactory as to character or
value;
d) If any attachment, distress, execution or other process against the Borrower, or any of the securities is
enforced or levied upon;
e) The death, insolvency, failure in business, commission of an act of bankruptcy, general assignment for
the benefit of creditors, if the Borrower suspends payment to any creditors or threatens to do so, filing
of any petition in bankruptcy of by, or against the Borrower or filing up of any petition for winding up
of the Borrower and not being withdrawn within 30 days of being accepted.
f) If the Borrower goes into liquidation for the purpose of amalgamation or reconstruction, except with
prior written approval of the Bank;
g) If a receiver is appointed in respect of the whole or any part of the property /assets of the Borrower;
h) If the Borrower ceases or threatens to cease or carry on its Business;
i) If it is certified by an Accountant of a Firm of Accountants appointed by the Bank (which the Bank is
entitled and hereby authorised to do so at any time) that the liabilities of the Borrower exceed the
Borrower's assets or that the Borrower is carrying on business at a loss;
j) If the Borrower, without prior written consent of the Bank, attempt or purport to create any charge ,
mortgage, pledge, hypothecation, lien or other encumbrance over the Borrower's property or any part
thereof, which is or shall be the security for the repayment of the said Dues except for securing any
other obligations of the Borrower to the Bank;
 k) If any circumstance or event occurs which is prejudicial to or impairs or imperils or jeopardise or is
likely to prejudice, impair, imperil, depreciate or jeopardise any security given by the Borrower or any
part thereof;
l) If any circumstance or event occurs which would or is likely to prejudicially or adversely affect in any
manner the capacity of the Borrower to repay the Loan or any part thereof (or the implementation of
the Project).
m) If the Loan or any part thereof is utilised for any purpose other than the purpose for which it is applied
by the Borrower and sanctioned by the Bank.
n) Upon happening of any substantial change in the constitution or management of the Borrower without
previous written consent of the Bank or upon the Management ceasing to enjoy the confidence of the
Bank.
o) Any event, notified by the Lender, which is likely to constitute Material Adverse Change. Material
Adverse Change that shall have occurred (i) in the Condition, financial or otherwise, prospect or
operations of the Borrower or any subsidiaries or affiliates, present or future, or (ii) which may, in the
sole opinion of the Lender adversely affect the repayment of the Facility amount,
p) If the Borrower being a partnership firm is under process of dissolution.

3. Consequences of occurrence of events of default: If any event of default or any event which, after the
notice or lapse of time or both would constitute an event of default shall have happened, the. Borrower shall
forthwith give the Bank notice thereof in writing specifying such event of default, or such event. The
Borrower shall also promptly inform the Bank if and when any statutory notice of winding-up under the
provisions of the Companies Act, 1956 or any other law or of any suit or legal process intended to be filed /
initiated against the Borrower, is received by the Borrower.
On the question whether any of the above events/circumstances has occurred/ happened, the decision of the
Bank shall be final, conclusive and binding on the Borrower.

a)
If the Borrower makes default in payment of the said Dues or any part thereof, the Bank would be at
liberty (but not bound to do so) to appoint its nominee as Receiver without having resort to a Court of
Law and/or to a proceeding in Court, to take possession of the properties of the Borrower held/to be
held by the Bank as security for the Loan hereunder or under any other security document(s)
executed /to be executed by the Borrower in favour of the Bank.
b) The Bank shall have a lien and right of set-off on all moneys belonging to the Borrower standing to
their credit in any account whatsoever with the Bank. If upon demand by the Bank the balance
outstanding in the Loan account is not repaid within the prescribed time, such credit balance in any
account may be adjusted towards dues under the Loan account In case of any deficit, the deficit amount
may be recovered by the Bank from the Borrower.
c) In case of breach of the terms or in case of any of the events happening as stated hereinbefore, the Bank
would have the full rights to sell, dispose off or realise the said securities on such terms and for such
price that the Bank thinks fit, and apply the net proceeds towards the satisfaction of the balance
outstanding in the Loan account including charges, expenses, etc.
4. Tenure – as per FL ref no. YBL/MUM/FL/1179/2011-2012 dated 22-Feb-2012

5. Rate of Interest – as per FL ref no. YBL/MUM/FL/1179/2011-2012 dated 22-Feb-2012

6. Default Interest rate - Any interest / principal being over-due, then the unpaid interest will be compounded
monthly
7. . Prepayment Charges – Nil

8. Guarantees – Corporate Guarantee by DB Realty, Personal Guarantee by Vinod Goenka and Shahid Balwa