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In – Principle Term Sheet Interna
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The In-principle approval is to be used as a basis for continued discussions and does not constitute a
commitment to lend and/or to arrange financing. The In-principle approval would be subject, among other things, to
 Company furnishing requisite information
 Bank’s satisfaction with the results of its due diligence
 Final credit approvals by Bank for any financing
 Other regulatory/RBI/MOF approvals, as deemed necessary

The terms and conditions of the In-principle approval, including the amounts, tenors, interest rates and fees, may be
modified or supplemented by Bank in their sole discretion at any time and from time to time during the course of its due
diligence and credit approval process or as a result of changed market condition or otherwise. The terms and conditions
outlined herein are not a comprehensive statement of all terms and conditions.

This is not a legal document and the language used in term sheet cannot be construed as an obligation on part of the Bank
to enter into financing documents in the same stated manner

Borrower Borrower
Promoter(s)  Mr Promoter (50%)
 Ms Promoter (50%)
Lender(s) ABCD Bank Limited (ABCD Bank / the Bank) and any other Lender(s) as decided by ABCD
Bank and the Borrower
Facilities Rupee Term Loan (“RTL”) – Lease Rental Discounting
Facility Amount Up to an aggregate amount of Rs. 309 crores
Escrow Bank ABCD Bank
Existing Lender(s) [●]
Property / Project Commercial Property, a commercial space located at __________Village, Hyderabad,
Telangana

 Borrower will acquire 5.2 lsf of the landowner viz. Landowner’s share in Commercial
Property after the proposed acquisition as under
 Block 1: 75,885 sqft ,
 Block 2: 1,01,667 sqft and
 Block 3: 3,42,657 sqft

Purpose The proposed facility shall be utilized to acquire 5.2 lacs sf (out of 5.58 lacs sf) of Land owner
share in group’s existing project “Commercial Property”

Tenor DTD Tenor of 180 months from the date of first disbursement
Disbursement Disbursement of proposed loan of Rs.309 crs to be done on registration of sales agreement

The facility either in part or full will not be used for investment in capital market, acquiring equity
shares of Indian companies, buyback of shares of Indian company or for any other purpose,
which is prohibited as per RBI Guidelines / any other Statutory Body / bank’s extant guidelines.
The company shall submit a certificate from CA, with details of utilization of the loan proceeds
within 30 days from the date of each disbursement.

Any Disbursement done post first disbursement; eligibility will be reduced in line with the
repayment (any disbursement will be net of the repayment due)

Repayment 180 structured monthly instalments to be detailed in the sanction letter.

Moratorium Principal moratorium from Oct 2023 to Oct 2024
Availability Period First drawdown before [30-Sep-2023] and last Drawdown within 90 days from the date of first
and Drawdown drawdown.
Schedule
Documentation  Board Resolution and shareholders’ resolution (as applicable) for availing the Facilities and

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creating Security Interna
 Certified True Copy ofl Memorandum and Articles of Association of Borrower
 Facility Agreement
 Escrow Agreement
 Security documents required for creating security interest as per timelines provided for
Security creation
 Letter issued by the Borrower and duly acknowledged by the lessees
 Undertaking from the Borrower
 Any other documents as advised by the lender
ABCD Bank MCLR ABCD Bank’s 3 months / 6 months / 1 year MCLR or equivalent rate as determined in
accordance with RBI guidelines and / or internal policy of ABCD Bank
Interest Rate  Interest rate: ABCD Bank 3 months / 6 months / 1 year MCLR / external benchmark
(presently [●] % p.a.) plus Spread, subject to a floor of [●] % p.a.p.m.
 Spread: [●] % p.a.
 MCLR Reset Date: First Interest Reset will be at the end of 3 months / 6 months / 1 year
from the date of first drawdown and every 3 months / 6 months / 1 year thereafter. Interest
rate would be calculated based on the prevailing ABCD Bank MCLR + Spread

This pricing is subject to Borrower continues to obtain current rating of [●] category from any of
the credit rating agency within 90 days of signing documents.

i. Spread: Spread will be reset as per the Spread Reset Clause. Any deterioration in credit
rating by one notch (i.e BBB+ to BBB and so on) will affect in increase in spread by
0.25% subject to minimum rating as BBB. Rating below BBB- shall be event of default.
For the purpose, Borrower shall obtain / validate the rating which shall not be more than
one month old.

ii. Spread Reset Clause: Lenders reserve the right to reset Spread upon occurrence of
either of following events:
 Reserve Bank of India (RBI) revising the standard provision on assets;
 RBI changing the risk weight for assets;
 if RBI changes the system of benchmarking lending rates of the banks/financial
institutions;
 breach of any covenants stipulated or any Material Adverse Effect during the
currency of the Facility.
 Downward revision in the credit rating of borrower by a Credit Rating Agency and/or
internal ratings;
 Deterioration in the credit worthiness of the Borrower, in the sole discretion of the
Lender(s)
 Spread reset after 3 years and annually thereafter.
 fall in the occupancy
 Changes in externally prevailing directives of regulatory authorities/RBI

The Lender(s) reserves the right to stipulate additional terms & conditions in case of a
downward revision in the credit rating of borrower by a Credit Rating Agency.

Interest shall be payable by the Borrower in arrears on the last working day of each calendar
month falling after the date of first disbursement of the Facilities.
Upfront Fee [●] % of the Facility Amount + applicable taxes, payable upfront on the acceptance of Mandate
letter
Security The Facilities and all amounts in respect thereof shall be secured by an exclusive charge on:

 Mortgage of 5,20,209 sf of leasable commercial area being acquired by the Borrower from
Landowner within Commercial Property situated in ________Village, Hyderabad as detailed
below
o Block 1: 75,885 sqft ,
o Block 2: 1,01,667 sqft and
o Block 3: 3,42,657 sqft

 Hypothecation of movable fixed assets pertaining to the Property, present and future
 Hypothecation of current assets and Scheduled Receivables pertaining to the Property, both

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present and future Interna
 Escrow accounts and Debtl Service Reserve Account (DSRA) equal to 3 months
EMI in proportion to the facility disbursed
 ISRA amounting to Rs. 6.29 crores for servicing interest shortfall during the 13-month
Moratorium Period

Hypothecation to be created upfront & perfected within 30 days of disbursement. Mortgage to be

created & perfected within 30 days of disbursement.
Scheduled All amounts due and payable to the Borrower by the Lessees, with respect to the whole or part
Receivables of the Property, including but not limited to the following –

 Lease / License fees along with amenities fees, variable rent other charges payable by
whatever name called in terms of the property documents (lease rentals).
 Security deposits.
 All other amounts by whatever name called due and payable by Lessees to the borrower on
account of any reasons whatsoever in terms of the property documents, excluding
Insurance Premiums, service taxes and maintenance charges.
All amounts receivable by the Borrower on account of sale of units / any portion of the property.
Security Cover Minimum security cover of 1.54x implying maximum LTV of 65% to be maintained throughout
the tenor of the Facilities.

In case of breach in Security Cover, the same to be reinstated via additional collateral within a
period of 30 days
Debt Service DSRA equivalent to 3 month’s debt servicing (interest and principal) to be maintained
Reserve Account throughout the Tenor of the Facilities.
(DSRA)
DSRA can be maintained in the form of fixed deposits lien marked with ABCD Bank, or any
other form / investments as approved by Lender(s) and is to be created upfront.
Interest Service ISRA equivalent to Rs. 6.35 cr for interest servicing (interest and principal) to be maintained for
Reserve Account the duration of the Moratorium period.
(ISRA)
ISRA can be maintained in the form of fixed deposits lien marked with ABCD Bank, or any other
form / investments as approved by Lender(s) and is to be created upfront.
Default Interest In the event of default in payment of interest, any instalment of principal amount, breach of
financial covenants, and/or on occurrence of any Event of Default, including delay in creation of
Security, default/non-compliance with other terms and conditions of the Facilities, the Borrower
shall pay Default Interest of 1% p.a. over and above the applicable Interest Rate till such time
such default/non-compliance is cured to the Lenders’ satisfaction
Prepayment The Borrower shall at any time, by giving a notice of not less than 90 days, have the option to
Option prepay the Lender(s) in part or in full, the Facilities, together with all interest, other charges and
monies due and payable to the Lender(s) up to the date of such prepayment, by paying flat 1 %
of the prepaid amount (Prepayment Cost).

No Prepayment Cost would be payable by the Borrower to the Lender(s) if such prepayment is
made

 From internal accruals / equity infusion with 45 days advance notice

 On an Interest Reset Date if the company gives a notice to prepay within 30 days of such
Interest Reset date, company may prepay the lender within 60 days from the date of
prepayment notice without prepayment penalty
Mandatory The Borrower will be required to mandatorily prepay to Lender(s) on occurrence of below:
Prepayment
 Illegality
 Change in shareholding (without the prior written consent of the Lender(s)), Borrower shall
make such prepayment before effecting any such change in shareholding
 Cancellation of any material licenses/clearances/approvals of the Borrower with respect to
the Property
 Net sale proceeds received by or payable to the Borrower pursuant to any sale, transfer or
other disposal of any of the secured assets in excess of Rs. 5 crore to the extent such
proceeds are not used for replacement of asset pursuant to which they were received

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 Any cash flows from anyInterna damages for breach or amounts forfeited by lessee(s)
or early termination, byl lessee(s), of any lease agreement
 Any termination, revocation, expiration payments in connection with any
authorisations
 Any proceeds of insurance policies to the extent that such proceeds were not used for
reinstating the damaged assets in respect of which the insurance policies were obtained
and the balance, if any, of such proceeds shall be utilized towards prepayment of the
Facilities

The amount is payable 7 days of receipt of payment / within 15 days from occurrence of the
event (unless specified otherwise) else default interest at 2% p.a. will be levied on such amount.
Escrow Account Borrower shall route all rentals and other monies to be received from the lessees, present and
future, pertaining to the Property, through a separate designated account to be maintained with
ABCD Bank as mentioned in the Escrow Agreement.

Escrow Account to be opened and Escrow Agreement to be signed before the first drawdown.

Escrow Account to be opened within 30 days of signing if documents but before the first
drawdown whichever is early

Proportionate routing of the cash flow shall be done by the Escrow Bank amongst the Lenders
of the LRD Facility.
Waterfall All collections of the Property being received by the Borrower to be deposited in the Escrow
Mechanism Account and to be applied in the following order at the end of every month:

 Payment of default interest, prepayment cost, penalty or any other amount remaining unpaid
on the Facilities;
 Payment of arrears of interest remaining unpaid on the Facilities
 Payment of arrears of the principal amount remaining unpaid on the Facilities
 Payment of all interest and commission due under the Facilities;
 Principal amounts due under the Facilities;
 Maintenance of DSRA for the Facilities;
 Statutory payments such as taxes etc.

Surplus, if any, can be credited to the Borrower’s current account provided that:

 No default has occurred and / or is continuing; and

 Borrower is in compliance of all the sanction terms

Borrower shall not be allowed to withdraw funds from the Escrow Account in any other manner
than stated above, without prior written approval of the Lender(s).
Timeline for  Escrow account shall be opened with ABCD Bank prior to disbursement
Escrow Account  Within 7 days of first drawdown, Borrower shall write to all the lessees seeking confirmation
on payment of all dues to the Escrow account
 Acknowledgement on the letter as per [Bank’s/agreed] format from all the lessees to be
obtained within 30 days of first drawdown
Pre-Commitment  Submission of certified true copies of constitutional documents of the Borrower
Conditions  All necessary authorizations (corporate or otherwise, as required by law / respective
constitutional documents) of the Borrower are in place and certified true copies thereof are
submitted to Lender(s), including board resolutions / shareholders’ resolutions (as may be
applicable) authorizing execution of, and signature authority of persons executing the
financing documents on behalf of the Borrower
 Receipt of certified true copies of shareholder resolutions under Section 180(1)(a) and
Section 180 (1)(c) of Companies Act, 2013 of the Borrower; if applicable
 Receipt of certified true copies of shareholder resolutions under provision to Section 62(3)
(in relation to conversion of debt into equity shares) of the Companies Act, 2013
 Receipt of Statutory Auditor’s certificate, also certified by Key Managerial Person (KMP) of
the Borrower confirming that borrowing of Facility and creation of the security for Facility is
within the limits approved by the shareholders of the Borrower;
 In case of extension of a corporate guarantee by any guarantor, requisite shareholders’
resolution u/s 185 and 186 of Companies Act, 2013 or statutory auditor’s certificate (also

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certified by KMP) statingInterna reason for non-applicability of said sections to be
provided; l

The Borrower has modified their constitutional documents, as the case may be, for
enhancement of authorized share capital and borrowing power, as may be applicable
 No director of the Borrower shall be named in defaulters’ list circulated by RBI / CIBIL /
ECGC caution list/defaulters list/ specific approval list;
 None of the directors of the Borrower is a director or a relative of a director of the Lender(s)
or is a senior officer of or relative of any senior officer of the Lenders or is a director or
relative of a director of or a senior officer or relative of a senior officer of any other banking
company(ies).
 Date of Completion Certificate / Occupancy Certificate
 Latest 3 years ITR / GST returns of all the Borrower and Guarantor (as per the applicability)
 Complied with any other requirements as are customary for a transaction of this nature
Pre Disbursement  The Borrower to submit a certificate from a chartered accountant stating that the proceeds
Conditions of the loan from Existing Lenders have not been used for purchase of land or for any
speculative purposes or any other purpose which is prohibited by RBI
 Certificate from a chartered accountant confirming that the borrowing of the Facilities would
not cause any borrowing limits binding on the Borrower to be exceeded
 The Borrower has executed the necessary Financing Documents and Lender(s) have
received satisfactory opinion from the LLC in respect of Financing Agreements and
compliance status report of pre-disbursement conditions
 Escrow Account, DSRA & ISRA should have been opened as stipulated
 Undertaking from the Borrower not to effect any amendment in the lease agreements,
which will result in change in cash flows including but not limited to rentals, lease tenure
and lock in period. without the prior permission of the Lender(s)
 Undertake to create security interest as stipulated in the Security clause and all other
requirements for perfection of security interest
 Lender(s) have received a Title Search Report from empaneled advocate on the Property
being mortgaged and such report is to the satisfaction of the Lender(s)
 Lender(s) have received copies of registered lease deeds pertaining to the Property and the
same has been reviewed by the Lender(s) to their satisfaction
 Lender(s) have received 2 valuation reports of the Property from empaneled valuers and
lower of the 2 valuations should provide a minimum cover of 1.54x. Valuation cost to be
borne by the Borrower
 Draft Sale Agreement / Sale Deed to be reviewed by the Lender(s) to their satisfaction
 A written confirmation to be obtained from the Borrower that the Borrower / its directors do
not appear on RBI/CIBIL defaulter list or ECGC
 Property tax receipts for FY2023
 Copy of Application to the IT department under section 281(1) of the Income Tax Act, 1961
along with CA certificate stating that there are no dues disputed or undisputed pending with
the IT department apart from what is mentioned in audited annual report.
 Standard takeover process to be followed and any subsequent disbursement to be made
after perfection of security.
 Copies of relevant constitutional documents and corporate authorizations including board
and shareholders’ resolutions required for availing the Facility
 Lender(s) have received satisfactory opinion from the LLC in respect of Security documents
 Satisfaction of “know your customer” requirements
Post Disbursement The Borrower shall comply with the following:
Conditions
 Lessee letters as per agreed format from the lessees to be provided within 30 days from first
drawdown
 A certificate from a Chartered Accountant and Management should be submitted within 30
days from disbursement, confirming that the loan has been utilized for the purpose it was
sanctioned
 Rentals and other receivables from each Lessee to be routed through Escrow Account
within 30 days from the date of first drawdown
 Security to be created and perfected as per timelines stipulated in Security clause above
 Within 90 days from the date of first drawdown, an external credit rating of the Facilities
 Endorsed insurance policies in favour of Security Trustee within 30 days from the date of
first drawdown
 Lender(s) have received satisfactory opinion from the LLC in respect of Security documents
Condition  Borrower shall undertake that no Event of Default exists

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precedent to  Borrower shall not be inInterna breach of any of the terms and conditions of the
subsequent draw- financing documents l
downs  Complied with any other requirements as are customary for a transaction of this
nature
 All Security has been created and perfected to satisfaction of Lenders
Affirmative The Borrower shall at all times comply with the following customary covenants, including but not
Covenants limited to:

 Comply with obligations under financing documents;

 Comply with all applicable laws;
 Maintain adequate insurance;
 Obtain and furnish to the Lender(s), all clearances for Property;
 Create and maintain security
Negative Customary for such financings, including but not limited to the following:
Covenants
 The Borrower shall not afresh create or permit to subsist any security interest on the
stipulated Security for the Facilities
 No indebtedness on the Property without the prior written approval of the Lender(s)
 The Borrower shall not sell, transfer or otherwise dispose of the Security or any part thereof,
without the prior written approval of the Lender(s)
 The Borrower shall not amend or modify any of its constitutional documents, which have a
Material Adverse Effect
 No change of business
 The Borrower shall not undertake any guarantee / indemnity or similar obligation on behalf
of any other company (including group companies) without a prior approval of the Lender(s).
 The Borrower shall not enter into any financial obligation of a long term nature adversely
affecting its financials;
 Borrower shall not, without prior written approval of Lender(s), open or maintain any bank
accounts other than escrow account / TRA and sub-accounts thereunder, in respect of the
Property;
 During currency of the Lenders’ credit facilities, the Borrower shall not, without prior
approval of the Lender(s) in writing effect any change in its capital structure / shareholding /
management control
Other Conditions  Intercompany loans / loans from Promoter(s) and any other group company, present and
future shall be subordinated to the above Facilities
 Lender(s) will have the right to share credit information as deemed appropriate with CIBIL or
any other institution as approved by RBI from time to time
 Non encumbrance / non disposal of shareholding of the borrower
 No further indebtedness. No guarantee or comfort letter to be issued by borrowing entity
 Borrower shall submit financial information, in a format agreeable to the Lender(s), on a
quarterly basis
 Any shortfall in the lease receivables contracted as per lease deeds shall be brought in by
the Borrower’s / Promoters’ own sources
 Borrower shall seek prior written approval from the Lender(s) before any amalgamation /
merger / change in capital structure of the Borrower
 Lender(s) shall have the right of lien & set-off against all deposits, balances, accounts, etc.
of the Borrower
 The Borrower shall maintain proper books of accounts
 Promoters to maintain management control and 100% shareholding throughout the tenor of
the Facility
 The Borrower is required to give its consent for disclosure of information regarding all credit
facilities (both fund based and non-fund based) to Credit Information Bureau India Ltd
(CIBIL), and any other agency. The Borrower to undertake that they shall submit the
required information to the bank which can disclose to CIBIL or any other agency so
authorized which may use, process the information and data disclosed by the Lender(s) in
the manner as deemed fit
 If any lessee vacates or provides intimation to vacate, the same to be informed to the Bank
in writing within 7 days and in such case of change or replacement of lessees, then a fresh
tenant / lease arrangement is to be entered within three months from intimation to vacate
with other lessee(s) acceptable to the lender, else the proportionate loan to be repaid.

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 Copy of renewed or newInterna lease agreement to be provided within 30 days of
expiry of existing leasel agreement.
Representations & The following representations / warranties (repeating on a daily basis until Facility is discharged)
Warranties to be provided by the Borrower

 Corporate status & legal existence; power and authority to carry on business and own its
assets;
 Power and authority to execute financing document and perform obligation under each of
the transaction documents;
 Valid and binding obligations under transaction documents; enforceable in accordance with
respective terms thereof;
 Compliance with all applicable laws;
 Borrower’s compliance with EHSS;
 All information provided to Secured Parties is complete, true and correct;
 Procurement of and compliance with all clearances and authorizations;
 Non-conflict with constitutional documents;
 No potential event of default and event of default under transaction documents;
 Encumbrance free, good and marketable title to secured property;
 No immunity from suit or other legal proceedings;
 No winding up / insolvency / bankruptcy action against Borrower (in particular, no action
(voluntary or involuntary) for liquidation / insolvency, including under Insolvency and
Bankruptcy Code, 2016 has been taken and/or is pending);
 Payment of taxes and filing of returns;
 Governing law and enforcement;
 Completeness and accuracy of financial statements;
 Financial statements prepared in accordance with applicable laws and Indian Accounting
Standards;
 Pari-passu ranking of claims;
 No filing or registrations or stamp duties except expressly stated;
 No litigation / arbitration proceedings / investigation / other proceedings pending or
threatened;
 No Material Adverse Effect;
 None of the directors is disqualified under the provisions of Section 164 of the Companies
Act, 2013;
 All contracts and arrangements with affiliates are on arm’s length basis
Restricted The Borrower shall not reduce, return, purchase, repay, cancel, redeem or declare dividend on
Payments any of its capital or quasi-equity or pay any interest or repay any debt from Promoter(s) or any
other group company, if:

 An Event of Default has occurred, is continuing or may occur due to making such payments;
or
 Repayment of the Facility has commenced and amount due and payable are unpaid; or
 There is a breach of sanction covenants
 There has been a cross default at the Borrower level
Information Borrower shall provide appropriately certified copies and the relevant financial and other
Covenants information as may be required by the Lender(s) from time to time during the currency of the
Facilities.
Inspection Borrower shall permit Lender(s) and their authorized officers or employees to carry out
inspections of Property / secured assets and to visit any facilities and sites included in the
Property and to examine any plants, installations, records and documents, etc. relevant to
performance of obligations by Borrower under Financing Documents.
Events of Default Lender(s) reserve right to demand prepayment of the loan in the event of:

 Failure by the Borrower to pay any amount due and payable under the Facilities on the due
dates
 Cross default:
o Failure by Borrower to pay interest or principal instalment or any other amount in
connection with any indebtedness (other than the Facility hereunder) availed by it
from / contracted by it with any bank / financial institution, on any dates on which
such monies were due;

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o Any event of defaultInterna (howsoever defined) on part of Borrower in relation to
any indebtednessl availed by it from / contracted by it with any bank /
financial institution;
o Any bank / financial institution other than Lenders accelerating repayment (i.e.,
demanding repayment ahead of the previously agreed repayment schedule); or
enforcing any security under Borrower's credit, borrowing or any other arrangement
with that bank / financial institution;
o default by guarantor under any document with any Lender / other bank / non
banking financial company / financial institution.
 Misrepresentation
 Unlawfulness
 Breach of Security
 An application in relation to the insolvency resolution process of the Borrower has been
initiated under the IBC; provided such application is withdrawn or dismissed within [10] days
from the date of filing
 Any admission of any application in relation liquidation / dissolution / bankruptcy /
insolvency, etc. of the Borrower (voluntary or involuntary)
 In case any of the tenants terminate the lease and a fresh tenant / lease arrangement is not
entered with another lessees of similar profile within 3 months from the date of notice of
vacating the property
 Bankruptcy, insolvency, etc. of the Borrower
 Non-compliance with any terms of sanction
 Any material adverse change affecting the business / financial position of the Borrower or
the Promoters
 Repudiation, termination, unenforceability or invalidity of any of the licenses/ clearances;
 In case of any pendency or defect in any required regulatory approval by Municipal
Corporation, Revenue Authorities and the like, which has a Material Adverse Effect
 Rating downgrade below BBB of the Borrower
 Occurrence of any event, which is a Material Adverse Effect
 A receiver being appointed in respect of the whole or any part of the property of the
Borrower
 Borrower ceases or threatens to cease to carry on its business or operations relating to
Property
 Execution or distress being enforced or levied against Borrower
 Borrower withdrawing or giving up the Property or cessation of performance of obligations
by Borrower in respect of the whole or any part of Property or if operations of Property have
been halted for continuous period of 30 days;
 The Borrower has not complied with any loan covenant applicable for the Facility
 The Borrower / Promoter(s) or any of their directors being included in RBI's willful defaulters
(except nominee directors nominated by any bank / financial institution) unless such director
is immediately removed from the board of the Borrower
 Any security ceasing to be effective or breach / non-creation / non-perfection of any security
document / any security, within stipulated time frame
 Failure of Borrower to maintain security margin
 Failure to obtain / maintain any insurance as required by Lenders, and or review from time
to time, or failure to pay insurance premium when due;
 Occurrence of any event or circumstances which is prejudicial to or imperils or depreciates
or is likely to be prejudicial to or imperil or depreciate the Security given to Lenders;
 Breach of any representation and warranty by the Borrower / Promoters
 Borrower committing breach of any law of the land;
 Failure to maintain approvals with respect to the Property leading to Material Adverse Effect
 Any restatement of financial statements except as required by law and provided that it was
correctly stated earlier
 Non-payment under Mandatory Prepayment clause.
Consequence of On the occurrence of an Event of Default, the Lender(s) may exercise rights as are customary to
EOD a transaction of this nature including, inter-alia, any one or more of the following rights:

 Restrict the Borrower from declaring or paying any dividend or other distribution in respect
of shares or servicing of any promoter loan / equity / quasi-equity / contribution in any form
 Accelerate the maturities of the Facilities
 Enforce the Security

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 Declare the commitment toInterna be cancelled or suspended
 Issue notice regardingl payment of proceeds of any insurance or
compensation received by the Borrower
 Convert debt to equity
 Utilize the entire monies received in escrow account towards pre-payment of the Facilities
 Step-in rights to do all the needful in relation to the Property subject to terms and condition
of the security documents
 Ability to exercise full control over all the assets forming part of Security in accordance with
the terms of the Security Documents
 Appoint one Nominee Director on the Board of Directors of the Borrower
 In case of a payment default, appoint concurrent auditor and determine the terms of
concurrent audit;
 Lender(s) and / or the Reserve Bank of India (RBI) / Credit Information Bureau of India Ltd.
(CIBIL) will have an unqualified right to disclose the name of the Borrower and its directors
as defaulters in such manner and through such medium as Lender(s) and the RBI, in their
absolute discretion, may think fit
 Stipulate any further terms and conditions as the Lenders deem fit with respect to Facilities
 Exercise any other rights as may be available to the Lenders under the Facilities and as per
applicable law
Material Adverse Material Adverse Effect shall mean the following –
Effect
 Any change which has occurred / threatening to occur which in the sole opinion of the
Lender(s) has caused or is likely to cause a material adverse effect on or is prejudicial to
1. the business, condition (financial or otherwise), operations, performance, properties or
prospects of Borrower / Promoter(s);
2. the ability of the Borrower / Promoter(s) to perform their respective obligations hereunder
or under any mandate document or transaction document;
3. the Property;
4. the ability of Borrower to exercise or enforce any right, benefit, privilege or remedy under
any project documents and/or clearances; or
5. the legality, validity, binding nature or enforceability of any of transaction documents
(including the ability of any secured party to enforce any of its remedies thereunder); or
 Any pending or threatened litigation, investigation or proceeding that, in sole opinion /
discretion of Lender(s), may have a material adverse effect on the business, condition
(financial or otherwise), operations, performance, properties or prospects of Borrower /
Promoter(s) or that purports to affect Facility or financing documents or transactions
contemplated thereby; or
 Any roll-back or change in regulatory approval, material to commissioning and running of
Property
Underatking from  Shall inform the lenders immediately of any new guidelines or laws or instructions that may
Borrower become applicable on them, which may have any impact on the position of the Lenders.
 To undertake that any change in shareholding or management control or transfer of assets
or liabilities of the entity shall only be done with a prior written approval of the Lender.
 To undertake to assist with obtaining any approvals etc. that may be required from the
Board of Approval or the Development Commissioner for enforcement of any security
interest, if applicable
 Shall not take any actions under the applicable regulations which will prejudice the rights of
the Lenders
 Shall comply with all applicable laws.
 To inform lenders regarding events effecting the security and security interest and payment
of debt obligation.
Credit Rating The Borrower unconditionally agrees, undertakes to get the facility rated by Credit Rating
Agency acceptable to the Lender(s) within 90 days from the date of first drawdown and every
year thereafter with a minimum credit rating of “BBB+” or equivalent.

Any delay in obtaining such rating will attract additional charges of 1% over and above ROI.
Interest rate as per the rating obtained shall be applicable as per the Interest Rate clause.

Borrower to incorporate acceding lenders name within the date falling from 30 days of signing of
transfer documents or time stipulated for obtaining credit rating, whichever is later.
Limit Cancellation Notwithstanding what is contained elsewhere in the financing agreements or any other

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Clause documents, which have beenInterna executed by the Lender(s) and the Borrower, the
Borrower is aware of the fact thatl the Lender(s) at their sole discretion, without assigning
any reason or without prior notice, can cancel and / or withdraw the unused /
undrawn / unavailed limit as sanctioned by the Lender(s). The said withdrawal shall not absolve
the Borrower of any of its liability to repay the availed amount.
Illegality In the event that it becomes illegal for the Lender(s) to lend or maintain their commitment, the
Borrower will repay Lender(s) all amounts outstanding (including interest or any other charges)
under the respective Facilities to that Lender(s) and / or that Lender(s) commitment will be
cancelled.
Costs and Tax The Borrower will reimburse the Lender(s) for any increased costs arising on account of any
Gross-Up clause new reserve requirements by regulatory bodies, including any change in capital adequacy
norms, subject to customary mitigation and avoidance provisions.

All payments to be made will be made free and clear of all present and future taxes,
withholdings or deductions of whatsoever nature. The Borrower would be responsible for due
payment of all levies, imposts, duties or charges incurred in connection with the Facilities. In
case of mandatory withholdings, the Borrower shall provide evidence of such deductions within
30 days of making such deductions.

All legal costs, to the extent not paid by Borrower will be appropriated from the initial drawdown
or from subsequent drawdowns at the discretion of Lender(s).
Increased costs The Borrower will reimburse the Lender(s) and their affiliates for any increased costs arising due
to their implementation or imposition of any new reserve requirements or other measures by
regulatory bodies, including any change in capital adequacy norms, subject to customary
mitigation and avoidance provisions
Expenses All out of pocket expenses incurred by the Lender(s) and its agent in connection with credit
facilities including but not limited to preparation, execution, delivery, modification, amendment,
syndication and administration of the loan documentation, fees and expenses of legal counsel,
insurance, other advisors’ fees, security trustee fee will be for the account of the Borrower and
with the prior approval of the Borrower, irrespective of whether the transaction contemplated
herein is completed.

In addition, any expenses incurred by the Lender(s) and the agent, in connection with the
enforcement of the loan documentation (including fees and expenses of counsel), are for the
Borrower’s account.
Confidentiality This term sheet and its contents are intended for the exclusive use of the Borrower and shall not
be disclosed to any person other than the Borrower’s legal and financial advisors for the
purpose of the proposed transaction without prior written consent of ABCD Bank.
Documentation In addition to the terms and conditions contained in this term sheet, the final documentation will
contain detailed customary clauses such as representation & warranties from the Borrower,
detailed pre-commitment conditions and pre-disbursement conditions, affirmative covenants by
Borrower, additional covenants, information covenants, consequences of the events of default,
cross defaults, RBI disclosure norms etc., as applicable.
Assignments and  Lender(s) may, at any time at its sole and absolute discretion assign or transfer all or any of
Transfers by its rights, benefits and obligations under the financing agreements without prior approval
Lender from the Borrower. Borrower to bear costs towards stamp duties, registration fees, out of
pocket expenses and legal fees customary for transactions of this type. The Borrower shall
not assign or transfer all or any of its rights, benefits or obligations under the financing
agreements without the prior written approval of Lender(s)
 Lenders may (at their sole discretion), without notice to or approval from the Borrower,
share the credit risk of the whole or a part of the Facility with any other lender by way of
Inter Bank Participation Certificate
Governing Law All documentation for the Facility shall be governed by and construed in accordance with laws of
India and courts of [●]

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Annexure – Monthly Principal Repayment Schedule Interna
l
Month % Repayment Month % Month % Repayment
1 - 61 0.4013% 121 0.7797%
2 - 62 0.4041% 122 0.7852%
3 - 63 0.4069% 123 0.7907%
4 - 64 0.4098% 124 0.7962%
5 - 65 0.4126% 125 0.8018%
6 - 66 0.4155% 126 0.8074%
7 - 67 0.4184% 127 0.8130%
8 - 68 0.4214% 128 0.8187%
9 - 69 0.4243% 129 0.8245%
10 - 70 0.4563% 130 0.8302%
11 - 71 0.4595% 131 0.8360%
12 - 72 0.4627% 132 0.8419%
13 - 73 0.4659% 133 0.8478%
14 0.1962% 74 0.4692% 134 0.8537%
15 0.1976% 75 0.4725% 135 0.8597%
16 0.1990% 76 0.4758% 136 0.8657%
17 0.2003% 77 0.4791% 137 0.8718%
18 0.2017% 78 0.4825% 138 0.8779%
19 0.2032% 79 0.4859% 139 0.8840%
20 0.2046% 80 0.4893% 140 0.8902%
21 0.2060% 81 0.4927% 141 0.8964%
22 0.2075% 82 0.5940% 142 0.9027%
23 0.2089% 83 0.5982% 143 0.9090%
24 0.2104% 84 0.6023% 144 0.9154%
25 0.2119% 85 0.6066% 145 0.9218%
26 0.2134% 86 0.6108% 146 0.9283%
27 0.2149% 87 0.6151% 147 0.9348%
28 0.2164% 88 0.6194% 148 0.9413%
29 0.2179% 89 0.6237% 149 0.9479%
30 0.2194% 90 0.6281% 150 0.9545%
31 0.2209% 91 0.6325% 151 0.9612%
32 0.2225% 92 0.6369% 152 0.9679%
33 0.2240% 93 0.6414% 153 0.9747%
34 0.2508% 94 0.6459% 154 0.9815%
35 0.2526% 95 0.6504% 155 0.9884%
36 0.2544% 96 0.6549% 156 0.9953%
37 0.2561% 97 0.6595% 157 1.0023%
38 0.2579% 98 0.6641% 158 1.0093%
39 0.2597% 99 0.6688% 159 1.0164%
40 0.2616% 100 0.6735% 160 1.0235%
41 0.2634% 101 0.6782% 161 1.0307%
42 0.2652% 102 0.6829% 162 1.0379%
43 0.2671% 103 0.6877% 163 1.0451%
44 0.2690% 104 0.6925% 164 1.0525%
45 0.2708% 105 0.6974% 165 1.0598%
46 0.3426% 106 0.7023% 166 1.0672%
47 0.3639% 107 0.7072% 167 1.0747%
48 0.3665% 108 0.7121% 168 1.0822%
49 0.3691% 109 0.7171% 169 1.0898%
50 0.3716% 110 0.7221% 170 1.0974%
51 0.3742% 111 0.7272% 171 1.1051%
52 0.3769% 112 0.7323% 172 1.1129%
53 0.3795% 113 0.7374% 173 1.1206%
54 0.3822% 114 0.7426% 174 0.1767%
55 0.3848% 115 0.7478% 175 0.1767%
56 0.3875% 116 0.7530% 176 0.1767%
57 0.3902% 117 0.7583% 177 0.1767%
58 0.3930% 118 0.7636% 178 0.1767%
59 0.3957% 119 0.7689% 179 0.1767%
60 0.3985% 120 0.7743% 180 0.1767%
Total 100.00%

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