LEASE DEED This LEASE DEED ( BY AND BETWEEN

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LEASE DEED

This LEASE DEED (“LEASE DEED”) is executed at Gurugram on ___ day of

___________, 2020.

BY AND BETWEEN

ASF Insignia SEZ Private Limited [CIN No. ……………………….] (previously known as

M/s. Canton Buildwell Pvt. Ltd.), a company incorporated under the Companies Act, 1956

and having its registered office at 11, Babar Lane, Bengali Market, New Delhi-110001,

represented herein by its authorized signatory Mr. __________, duly authorized vide the

board resolution dated ___________ (hereinafter referred to as the “Lessor”, which

expression, unless it be repugnant to the context or meaning thereof, shall mean and include

its successors in interest, authorized representatives, affiliates and assigns), of the FIRST

PART;

AND

Mr./ Mrs./ Ms. [●], [PAN No. ………………………] son/ daughter/wife of [●], aged about

[●] years, resident of [●] (hereinafter referred to as the “Lessee”, which expression, unless it

be repugnant to the context or meaning thereof, shall mean and include subject to applicable

SEZ Act and Rules framed thereunder, his or her legal heirs, successors and permitted

assigns, of the OTHER PART.

OR

(i) Mr./ Mrs./ Ms. [●],[PAN No. ………………………] son/ daughter/wife of [●], aged about

[●] years, resident of [●]; and (ii) Mr./ Mrs./ Ms. [●], son/ daughter/wife of [●], aged about

[●] years, resident of [●]; (hereinafter jointly referred to as the “Lessee”, which expression,

unless it be repugnant to the context or meaning thereof, shall mean and include subject to

applicable SEZ Act and Rules framed thereunder, their respective legal heirs, successors and

permitted assigns, of the OTHER PART.1

OR

M/s. [●] a [company/partnership firm/limited liability partnership/ sole proprietorship]

[CIN/PAN No. ………………………………..] [incorporated/ registered] under the

[Companies Act, 1956/2013 Partnership Act, 1932/ Limited Liability Partnership Act, 2008],

[and validly existing under the laws of India], having its [registered office/ principal place of

1 In case the Lessee is/are 2 individuals jointly, the following Clause 3.19 is to be inserted; and

Noticee on behalf of Lessee under Clause 7.1 shall be the individual whose view is to prevail in case

of disagreement among such 2 joint Lessee(s).

3.19 The Lessee, being 2 individuals who have taken lease of the Leased Property jointly, agree,

confirm and acknowledge that in case of any difference of opinion or disagreement or dispute among

them in regard to their rights and obligations under the Lease Deed or qua the Leased Property and

it’s usage, the view and decision of Mr./Mrs./Ms._____ shall prevail over the contrary view or

decision (if any) of Mr./Mrs./Ms._____, and the Lessor shall accordingly act on and deal with such a

situation.

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business] at [●], [represented herein by its authorized signatory Mr. [●], duly authorized vide

it’s board resolution/resolution, dated [●], (hereinafter referred to as the “Lessee”, which

expression, unless it be repugnant to the context or meaning thereof, shall mean and include,

subject to applicable SEZ Act and Rules framed thereunder, it’s successors and permitted

assigns of the OTHER PART.

The ‘Lessor’ and the ‘Lessee’, are hereinafter individually referred to as “Party”, and

collectively referred to as “Parties”.

WHEREAS:

A. The Lessor owns an undivided plot of land admeasuring 47.698 acres in the revenue

estate of Village Gwal Pahari, Tehsil Wazirabad, District Gurugram (the “Notified

Land"), and is having beneficial leasehold/ development rights and possession in

respect of another land parcel admeasuring 1.2118 acres in contiguity of the Notified

Land (“Other Land”). The said two contiguous parcels of land (the Notified Land and

Other Land) are delineated in red colour boundary outlined in the plan attached

herewith as Annexure 1. (the “Project Land").

B. The Notified Land has been notified as an Information Technology / Information

Technology Enabled Services Special Economic Zone (IT/ITES SEZ) by the Ministry

of Commerce vide Notification No. 1556 dated December 17, 2007 and Notification

No. 1781 dated August 27, 2010 in terms of the provisions of the SEZ Act/Rules (the

“SEZ Notifications”).

C. The Lessor, pursuant to the SEZ Notifications and other approvals received in this

regard, is developing an IT/ITES SEZ on the Project Land, in various phases, and

which is called “ASF Insignia SEZ” (the “Project”).

D. For the time being, an area admeasuring 28.635 acres out of the Project Land is being

developed by the Lessor as Processing Area (as defined in the SEZ Act/ Rules) for

carrying out export oriented activities (as delineated in green colour and shown in plan

annexed hereto as Annexure 1 and hereinafter referred to as the “PA Land); and an area

admeasuring 19.063 acres out of the Project Land is being developed by the Lessor as

non-Processing Area (as defined in the SEZ Act/ Rules) for developing

residential/serviced apartments, community amenities, training & conferencing

facilities, NPA office space, shopping, etc. as permissible therein (as delineated in

yellow colour and shown in plan annexed hereto as Annexure 1 and hereinafter

referred to as the “NPA Land”).

E. In the Non-Processing Area, the Lessor has developed residential apartments (the

“Residential Units”) along with amenity space and parking spaces appurtenant thereto,

by way of multi storied buildings, which is known as “Isle-de-Royale residences” (the

“Residential Complex”) on land admeasuring 2.11 acres (to be exclusively used by the

Residential Complex) out of the NPA Land (the “Residential Campus Land”), which

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is delineated in blue colour within the NPA Land as shown in the plan attached

herewith as Annexure 1 and as more particularly described in Schedule –I hereunder.

F. The Lessor has developed 75, 73 and 73 Residential Units on the Residential Campus

Land by way of blocks A, B and C, respectively (the “Building Block(s)”), along with

commensurate amenity and parking space(s) across the said Building Block(s).

G. The occupation certificate dated 21.06.2017, in respect of Blocks A & B and occupation

certificate dated 27.06.2018, in respect of Block C along with the Club of the

Residential Complex (the “OC”) has already been received by the Lessor upon

completion of it’s constructions / development, respectively.

H. The Lessor being desirous to lease the Residential Units at the Residential Complex on

‘long term lease’ (i.e. leasehold) basis, had invited expression of interest from certain

persons/ entities shortlisted by the Lessor, subject to the terms hereof, and the

Applicable Laws.

I. Pursuant to an elaborate process, which inter alia included (i) submission of the

Application for Allotment dated _____ by the Lessee for seeking allotment of a

Residential Unit at the Residential Complex (the “Application”); and (ii) issuance of

letter dated ______ by the Lessor in favour of the Lessee(the “Allotment Letter”) for

confirming allotment of apartment no. ____ on ____ floor of the Residential Complex,

alongwith ____ (______) car parking spaces (bearing no. [____] ) in the basement ____

of the Residential Complex (the “Car Parks”) in favour of Lessee, and also together

with 1 (one) membership of the Club and allied amenities (the “Club”) at the

Residential Complex, which shall offer various services/ facilities/ amenities (as

more particularly specified in Annexure 3 hereof) to it’s member(s) and [his/her/it’s]

dependents/ nominees/ guests, subject to terms and limits prescribed by the

Lessor/administration of the Club (the “Club Administration”)., the Parties entered

into an agreement to lease dated [●] (the “Agreement to Lease”) subject to the terms

specified therein, and in the meanwhile from time to time until execution of this Lease

Deed, the Lessee has paid a total sum of Rs. [●]/- (Rupees [●]) to the Lessor (against

acknowledgements) towards Total Lease Premium as per the said Agreement to Lease.

J. The Lessee having agreed to take on Lease (as defined hereinafter) and the Lessor

having agreed to give on Lease the Leased Property (as defined hereinafter) to the

Lessee, the Parties are executing this Lease Deed for grant of Lease in respect of the

Leased Property and to specify terms of such Lease as agreed among them.

NOW THEREFORE, in consideration of the terms and conditions to be complied by the

Parties and covenants herein set forth and for other good and valuable consideration, the

receipt, adequacy and legal sufficiency of which are hereby acknowledged, the Parties

mutually agree as follows.

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1. DEFINITIONS & INTERPRETATION:

1.1 Definitions

For the purposes of this Lease Deed, in addition to the terms defined in the

description of the Parties, the recitals hereinabove and the body of the Lease

Deed, unless repugnant to the context or meaning thereof, all capitalized words

and expressions defined by inclusion in quotation and/ or parenthesis anywhere in

this Lease Deed, the following words and expressions shall have the meanings as

attributed to such words and expressions as set-out below:

“Additional Parking Charges” means allotment charges payable by the Lessee

to the Lessor in lieu of allotment of ____ additional car park(s) (beyond the first

car park), which are to be calculated @ of Rs. _____/-

(Rupees_____________________) for each of the said additional car park(s).

“Agreement to Lease” shall have the meaning as attributed to the said term in

recital I hereof.

“Allotment Letter” shall have the meaning as attributed to the said term in

recital I hereof.

“Annual Lease Rent” shall have the meaning as attributed to the said term in

Clause 2.6.1hereof.

“Apartment” shall have the meaning as attributed to the said term in Clause 2.2

hereof.

“Apartment Area” shall have the meaning as attributed to the said term in

Clause 3.15 hereof.

“Applicable Laws” shall have the meaning as attributed to the said term in

Clause 3.12 hereof.

“Application” shall have the meaning as attributed to the said term in recital I

hereof.

“Appropriated Total Lease Premium” means the amount out of the Total Lease

Premium to be retained by the Lessor at determination of the Lease in terms of

Clause 6.7 hereof in lieu of the period which has already elapsed out of the Lease

Term prior to such determination;

“Assignee” shall have the meaning as attributed to the said term in Clause 3.10.1

hereof.

“Assignment” shall have the meaning as attributed to the said term in Clause

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3.10.1 hereof.

“Assignment Application” shall have the meaning as attributed to the said term

in Clause 3.10.1 hereof.

“Assignment Charges” shall have the meaning as attributed to the said term in

Clause 3.10.1 hereof.

“Bank” shall have the meaning as attributed to the said term in Clause 3.16

hereof.

“Building Block(s)” shall have the meaning as attributed to the said term in

recital F of this Lease Deed hereof.

“Building Block Common Areas” shall have the meaning as attributed to the

said term in Clause 3.15 hereof.

“Car Parks” shall have the meaning as attributed to the said term in Clause 2.2

hereof.

“Civic Services & Amenities” shall have the meaning as attributed to the said

term in Clause 3.11 hereof.

“Club” shall have the meaning as attributed to the said term in Clause 2.2 hereof.

“Club Administration” shall have the meaning as attributed to the term in recital

I of this Lease Deed.

“Common Area & Services” shall have the meaning as attributed to the said

term in Clause 3.7.1 hereof.

“Deed of Adherence” shall have the meaning as attributed to the said term in


“Default Notice by Lessee” shall have the meaning as attributed to the term in

clause 6.6 hereof.

“Default Notice 1 by Lessor” shall have the meaning as attributed to the term in

clause 6.2 hereof.

“Default Notice 2 by Lessor” shall have the meaning as attributed to the term in

clause 6.3 hereof.

“Demand Notice” shall have the meaning as attributed to the said term in Clause

2.8.1 t hereof.

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“Dispute” shall have the meaning as attributed to the term in Clause 7.2.1 of this

Lease Deed.

“EDC” shall have same meaning as attributed to the said term in Clause 2.6.2(v)

hereof.

“Effective Date” shall have the meaning as attributed to the said term in Clause

2.3 hereof.

“Force Majeure” shall have the meaning as attributed to the said term in Clause

3.14 hereof.

“Force Majeure Event” shall have the meaning as attributed to the said term in


“Force Majeure Notice” shall have the meaning as attributed to the said term in


“Forfeiture Amount” shall have the meaning as attributed to the said term in

Clause 6.5 hereof.

“IDC” shall have same meaning as attributed to the said term in Clause 2.6.2 (v)

hereof.

“IT/ITES SEZ” shall have the meaning as attributed to the said term in Recital B

hereof.

“Lease” shall have the meaning as attributed to the said term in Clause 2.1

hereof.

“Lease Deed” means this Lease Deed, together with all recitals, annexures, and

schedules hereto.

“Leased Property” shall have the meaning as attributed to the said term in

Clause 2.2 hereof.

“Lease Term” shall have the meaning as attributed to the said term in Clause

2.4.1 hereof.

“Lessee” shall have the meaning as attributed to the said term in the description

of parties in the preamble herein.

“Lessor” shall have the meaning as attributed to the said term in the description

of parties in the preamble herein.

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“Maintenance Agency” shall have the meaning as ascribed to the said term in the

Maintenance Agreement.

“Maintenance Agreement” means the agreement to be executed between the

Lessor and the Lessee in regard to Maintenance Services to be rendered by the

Lessor or it’s nominee in respect of Common Area & Services.

“Maintenance Charges” shall have the meaning as ascribed to the said term in

the Maintenance Agreement.

“Maintenance Deposit” shall have the meaning as ascribed to the said term in


“Maintenance Services” shall have the meaning as attributed to the said term in


“NOC” shall have the meaning as attributed to the said term in Clause 3.10.1

hereof.

“Notified Land” shall have the same meaning as attributed to the term in recital

A

“NPA Land” shall have the same meaning as attributed to the said term in recital

D hereof.

“One Time Lease Rent” means basic lease premium applicable to the Apartment

payable by the Lessee to the Lessor, which is to be calculated @ Rs. _____/- per

sq. ft. on the Super Area of the Apartment.

“Other Charges” shall have the meaning as attributed to the said term in Clause

2.6.2 hereof.

“Other Common Areas” shall have the meaning as attributed to the said term in

Clause 3.15 hereof.

“PA Land shall have the same meaning as attributed to the said term in recital D.

“Parking Charges” means allotment charges payable by the Lessee to the Lessor

in lieu of allotment of first car parking space to [him/her/it], being a sum of Rs.

_____/- (Rupees_____________________Only).

“Preferential Location” shall have the meaning as attributed to the said term in

Clause 2.2 hereof.

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“Preferential Location Charges” means the charges payable by the Lessee to

the Lessor in lieu of ____ number of Preferential Location(s) availed by the

Lessee (if & as applicable), which is to be computed @ of Rs. _____/- per sq. ft.

on the Super Area of the Apartment, for each Preferential Location availed by the

Lessee.

“Project” shall have the meaning as attributed to the said term in recital C hereof.

“Project Land” shall mean the land as described in recital A hereof.

“Renewed Term” shall have the meaning as attributed to the said term in clause

2.4.2 hereof.

“Residential Campus Land” shall have the meaning as attributed to the said

term in recital E hereof.

“Residential Complex” shall have the meaning as attributed to the said term in

recital E hereof.

“Residential Units” shall have the meaning as attributed to the said term in

recital E hereof.

“SEZ Act” shall mean the Special Economic Zones Act, 2005 as amended from

time to time.

“SEZ Notifications” shall have the meaning as attributed to the said term in

Recital B hereof.

“SEZ Rules” shall mean the Special Economic Zones Rules, 2006 as amended

from time to time.

“Specifications” shall have the meaning as attributed to the said term in Clause

2.2 hereof.

“Sq. ft.” shall mean square feet.

“Sub-Lease” shall have the meaning as attributed to the said term in Clause

3.10.3 hereof.

“Sub-Lessee” shall have the meaning as attributed to the said term in Clause

3.10.3 hereof.

“Super Area” shall have the meaning as attributed to the said term in Clause 3.15

hereof.

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“Taxes” shall have the meaning as attributed to the said term in Clause 2.6.2 (iii)

hereof.

“Total Lease Consideration” shall mean Annual Lease Rent, Total Lease

Premium and Other Charges (collectively).

“Total Lease Premium” means aggregate of One Time Lease Rent, the Parking

Charges, the Additional Parking Charges, and the Preferential Location Charges

(if & as applicable);

“Tripartite Agreement” shall have the meaning as attributed to the said term in

Clause 3.16 hereof.

1.2 Interpretation:

Unless the context otherwise requires in this Lease Deed:

1.2.1 references in the singular shall include the plural and vice versa;

1.2.2 the words “include” and “including” are to be construed without

limitation;

1.2.3 reference to any gender includes a reference to all other genders;

1.2.4 the headings and titles in this Lease Deed are indicative only and shall

not be deemed part thereof or be taken into consideration in the

interpretation or construction hereof;

1.2.5 recitals, schedules and annexures to this Lease Deed shall form an

integral part of this Lease Deed;

1.2.6 reference to any statutory provision shall be construed as meaning and

including references also to any amendment or re-enactment (whether

before or after the date of this Lease Deed ) for the time being in force or

to any enactment substituting such statutory provision and to all statutory

instruments or orders made pursuant to such statutory provisions;

1.2.7 the term “hereof”, “herein”, “hereby”, “hereto”, “hereunder” and

derivative or similar words refer to this entire Lease Deed or specified

clauses of this Lease Deed , as the case may be;

1.2.8 time shall be of the essence for the purpose of performance of the

Lessee’s obligations under this Lease Deed . If any time period specified

herein for the purpose of performance of the Lessee’s obligations is

extended, such extended time shall also be of the essence;

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1.2.9 the performance of the obligations of each of the Parties to this Lease

Deed is subject to, and shall be performed in accordance with the

Applicable Laws;

1.2.10 undefined capitalized terms used herein shall have the same meaning as

ascribed to such terms in the Maintenance Agreement.

2. GRANT OF LEASE & CONSIDERATION:

2.1 In consideration of the Total Lease Consideration paid/payable hereunder, and the

Lessee’s covenants and conditions hereinafter contained, the Lessor doth hereby

grants unto the Lessee, the lease of the Leased Property with all the rights,

easements and appurtenances hereto reserved in respect of the Leased Property

(the “Lease”), subject to the Applicable Laws (including the SEZ Act, SEZ Rules

and SEZ Notifications) and the Lessee hereby takes on Lease the Leased

Property, subject to the terms and conditions contained herein.

2.2 The Parties mutually agree & confirm that the Lease has been granted in respect

of [____] type of Residential Unit bearing apartment no.[ ____], on [___]floor in

Building block [ ____ ] of the Residential Complex, having [___ ] number of

prime/ preferential location features therein (the “Preferential Location”); and

having a super area in regard to it’s built up area (“Super Area”) of [___] sq. ft.,

which has been derived as per the basis specified in Clause 3.15 hereof, (the

“Apartment”), having specifications as mentioned in Annexure 2 hereof (the

“Specifications”), and along with ___ car parking spaces (bearing no. [____] ) in

the basement of the Residential Complex (the “Car Parks”) in favour of Lessee,

together with 1 (one) membership of club and allied amenity spaces (attached

thereto) (the “Club”) at the Residential Complex, which shall offer various

services / facilities (as more particularly specified in Annexure 3 hereof) to the

said member and [his/her/it’s] dependents/ nominees/ guests, subject to terms and

limits prescribed by the Lessor/Club Administration. The Apartment (along with

proportionate leasehold rights in respect of Residential Campus Land, as

specified herein), and the said Car Parks are hereinafter collectively referred to as

the “Leased Property”. The floor plan of __ floor in Building Block ____ of the

Residential Complex, wherein the said Apartment is situated is attached hereto as

Annexure 4, wherein Apartment Area is delineated and shown in ___ colour,

Building Block Common Areas on the said floor is delineated and shown in ___

colour.

2.3 Possession of the Apartment/ Leased Property

The possession of the Apartment/ Leased Property has been handed over by the

Lessor to the Lessee in a state acceptable to the Lessee, simultaneously with the

execution of this Lease Deed (the “Effective Date”), the receipt whereof in a

satisfactory/ acceptable condition and in conformity with provisions of

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Annexures 2 to 4 hereof the Lessee hereby acknowledges. The Lessee further

acknowledges that upon acceptance of the possession of the Apartment under

Clause 2.3 hereof, the Lessee voluntarily and irrevocably discharges the Lessor

from any claim/liability in regard to possession.

2.4 Lease Term

2.4.1 Subject to the Lessee hereinafter making payments of the Annual Lease

Rent and the Other Charges, as reserved hereunder, and the Lessee

complying with other terms specified herein, the Lessor, hereby grants the

Lease of the Leased Property unto the Lessee for an initial period of 99

(Ninety Nine) years with effect from the Effective Date (the “Lease Term”)

which shall be further renewable as per the Applicable Laws.

2.4.2 At the end of the Lease Term or the Renewed Term (as defined), the Lessee,

at [his/ her/ it’s] sole discretion may choose to, renew the Lease of the

Leased Property on as is where is condition (i.e. in a condition in which the

Leased Property then exists), for a further period of 99 ( Ninety Nine)

years and as permissible under Applicable Laws (the “Renewed Term”), at

expiry of the initial Lease Term or at expiry of every subsequent Renewed

Term(s), as the case may be.

2.4.3 Pursuant to Clause 2.4.2 of this Lease Deed, the Lessee shall at least 6 (six)

months prior to the expiry of the Lease Term/ Renewed Term (as the case

may be) exercise [his/her/it’s] discretion / option and communicate [his/

her/ it’s] decision for renewing the Lease of the Leased Property for the

Renewed Term, or otherwise. In the event, the Lessee exercises [his/ her/

it’s] option to renew the Lease for the Renewed Term (as specified in

Clause 2.4.2 above), the Lessor shall execute a fresh lease deed (on terms

comparable with terms hereof) along with the Lessee and complete any

other documentation as required, in respect of each Renewed Term, and

cause registration thereof, provided the Lessee has complied with all its

outstanding obligations (including on account of payment of the Annual

Lease Rent and the Other Charges) in respect of the expired/ expiring Lease

Term/ Renewed Term. However, it is clarified that, in such an event, no

further amounts of Total Lease Premium shall be applicable to or payable

by the Lessee in respect of any Renewed Term(s), and no escalation shall be

made in the Annual Lease Rent applicable to the Renewed Term(s). In

relation to execution of the fresh lease deed and any other documentation

w.r.t. the Renewed Term(s), it is further clarified that the Lessee shall solely

bear & pay the cost and expenses on account of the stamp duty, registration

charges, etc., as payable for such renewal of the Lease.

2.4.4 At the end of the Lease Term or the Renewed Term (as defined), if the

Lessee chooses not to renew the Lease of the Leased Property or if [he /

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she / it] fails to communicate [his/ her/ it’s] decision in this regard to the

Lessor within the time limit specified in Clause 2.4.3, this Lease Deed shall

stand determined on the last day of Lease Term or the Renewed Term (as

the case may be) by efflux of time, in which event the Lessee shall hand

over the physical possession of the Leased Property to the Lessor on or

before such last day of the Lease Term or the Renewed Term (as the case

may be), and clear all [his/ her/ it’s] dues payable under this Lease Deed till

the date of such determination of Lease at elapse of the Lease Term or

Renewed Term (as the case may be). In the event of such determination of

Lease, the Lessee acknowledges that [he/she/it] shall be left with no rights

title and interest, whatsoever, in the Apartment/Leased Property/Residential

Campus Land with effect from the date of such determination. It is further

agreed & clarified that in the event of determination of this Lease Deed

under this Clause 2.4.4, the Lessor shall not be liable to refund to the

Lessee, any amounts paid by the Lessee to the Lessor under this Lease

Deed, including on account of Total Lease Consideration, save & except for

refund of Maintenance Deposit and other such refundable deposits (if any)

paid by the Lessee under this Lease Deed and/or the Maintenance

Agreement, which remain balance after appropriating/reducing therefrom

all up-to-date arrears on account of Annual Lease Rent or Other Charges or

any other dues/ costs/ charges payable by the Lessee in respect of the

Leased Property under this Lease Deed or the Maintenance Agreement or in

respect of the Club, but without any interest thereon.

2.5 Total Lease Premium

2.5.1 In part consideration of the Lease, the Lessee has agreed to pay a sum of

Rs. _____/-(Rupees__________________ Only) as Total Lease Premium,

the detailed break up of which is specified in Schedule II hereof.

2.5.2 Out of the said sum of Rs. _______/- (Rupees _____Only) payable towards

the Total Lease Premium, a sum of Rs. _____/- (Rupees _____Only) has

already been paid by the Lessee, as specified in Recital I, the receipt

whereof the Lessor duly acknowledges.

2.5.3 Further, on or before the date of execution of this Lease Deed the Lessee

has paid to the Lessor another sum of Rs. _____/-(Rupees ____ Only)

towards full & final payment of Total Lease Premium, the receipt whereof

the Lessor duly acknowledges.

2.6 Annual Lease Rent and Other Charges

2.6.1 Subject to the terms and conditions of this Lease Deed, and in part

consideration of the Lease, the Lessee shall pay each year (in advance) an

annual lease rent at the rate of of Re. 1/- (Rupees One Only) per sq. ft. per

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annum (i.e. for every calendar year or part thereof comprised in the Lease

Term) on the Super Area of the Apartment (being a total sum of

Rs.________________/-(Rupees______________________ Only) to the

Lessor, on or before the Effective Date for first year of the Lease Term,

and thereafter on or before 31st January for every subsequent year during

the entire duration of the Lease Term (the “Annual Lease Rent”).

2.6.2 During the Lease Term, the Lessee shall pay the under mentioned costs/

charges/ expenses (as applicable), to the Lessor, in lieu of the Lease

(“Other Charges):

(i) The Maintenance Charges (as defined) and/ or Maintenance Deposit

or any other deposits with respect to Common Area and Common

Services, as applicable and/ or specified by the Lessor/Maintenance

Agency.

(ii) Stamp duty, registration charges and taxes or any other costs/ charges/

levies/ surcharge, if any, as applicable in accordance with the

Applicable Law, on the Lease Deed or any other documents executed

/ to be executed between the Parties for grant of the Lease of the

Leased Property to the Lessee;

(iii) Any taxes, charges, costs, levies, surcharges, etc. (as applicable in

accordance with the Applicable Law), particularly those to be

collected by the Lessor from the Lessee and paid to, or deposited with

the concerned authorities in respect of the Leased Property, including

GST (Goods and Service Tax), property tax, municipal tax, wealth

tax, government rates/ tax as applicable to the Residential Campus

Land or the Residential Complex, payable prorata and/ or any fees/

charges, in respect thereof or any kind of levies, etc. (by whatever

name called) payable in respect thereof (the “Taxes”).

(iv) All costs/ charges/ deposits for availing various Civic Services &

Amenities (as defined) for/ at the Apartment, such as electricity,

water, back-up power, sewerage, waste drainage, LPG, cable, etc.,

which costs/ charges/ deposits shall be paid/ payable by the Lessee (or

occupants of the Apartment) based on norms/ terms/ tariffs/ rates

applicable to or specified in respect thereof.;

(v) Proportionate share or contribution in the External Development

Charges or costs (the “EDC”) or the Infrastructure Development

Costs or charges (the “IDC”) levied/ leviable by judicial/regulatory

authorities or incurred or stipulated by the Lessor or another

designated agency with respect to the Residential Complex. The EDC

and IDC (as applicable to the Leased Property) shall be derived or

determined by applying the ‘ratio’ of the Super Area of the Apartment

in relation to the total or cumulative super area of all the Residential

Unit(s) comprised in the Residential Complex, to the total external/

infrastructure development charges or costs, if & when applicable,

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and paid/ payable/ levied/ leviable in respect of the Residential

Complex (as a whole), which shall be specified by the Lessor if &

when required. From time to time, the Lessor shall compute &

communicate the EDC and IDC applicable to the Leased Property on

the aforesaid basis (by issuing Demand Notice(s), which shall be final

and binding upon the Lessee).

(vi) Any other costs, charges, levies, amounts (as stipulated by the Lessor)

for payments by the Lessee in respect of the Leased Property, in

pursuance of the terms of this Lease Deed; and

(vii) The Club membership subscription and annual charges, along with

any cost/ charges / deposits payable in lieu of any particular services/

benefits availed by the Lessee (or [his/her/it’s] permissible nominee)

as the member of the Club.

2.6.3 All payments towards the Annual Lease Rent and the Other Charges shall

be made by the Lessee vide a local cheque or bankers cheque or RTGS

transfer in favour of “ASF Insignia SEZ Private Limited” or to it’s order,

payable at New Delhi/ PAR, unless otherwise specified by the Lessor in

writing. Notwithstanding anything contained in this Lease Deed, the

payments made by the Lessee shall be considered as valid and proper only

upon realization of the amounts by the Lessor and that for all payments, the

date of clearance of the cheque shall be taken as the date of payment. A

cheque which is dishonored for any reason whatsoever will call for levy of

an administrative charge of Rs.5000/- (Rupees Five thousand only) over &

above the relevant amount of Annual Lease Rent and Other Charges. The

Lessee, hereby, agrees to pay such administrative charge, in addition to the

relevant payment, and [he/ she/ it] acknowledges that acceptance of such

payment with administrative charges of Rs.5000/- (Rupees Five Thousand

Only) is a matter of sole discretion of the Lessor without prejudice to any

other right of the Lessor, as available in law or equity or under the terms of

this Lease Deed.

2.7 Payments towards the Annual Lease Rent and Other Charges

2.7.1 During the entire duration of the Lease Term, the Lessee shall pay the

Annual Lease Rent as provided in Clause 2.6.1 of this Lease Deed, with

effect from the Effective Date, pursuant to a Demand Notice in this regard

being issued by the Lessor.

2.7.2 The Annual Lease Rent amounting to Rs. ____/-(Rupees ____Only) as

applicable to the first calendar year comprised in the Lease Term has been

paid by the Lessee prior to or on the Effective Date , the receipt whereof the

Lessor hereby acknowledges. .

2.7.3 The Lessee shall be liable to pay the Other Charges (as applicable),

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including charges/ costs/ levies payable by the relevant local/ civic/

government authority/ designated bodies, pursuant to the Demand Notice(s)

being issued by the Lessor or concerned authority in this regard (from time

to time). It is being clarified that notwithstanding the generality of the

provisions hereof, the time specified for making particular payment(s) of

the applicable/ respective Other Charges in the relevant Demand Notice(s)

shall be final & binding upon the Lessee.

2.7.4 Other Charges (excluding stamp duty, registration and other related

charges) amounting to Rs. ____/-(Rupees ________Only), as were due on

the Effective Date as per the details specified below have been duly paid by

the Lessee, the receipt whereof the Lessor hereby acknowledges. The head

wise break up of the said Other Charges paid by the Lessee is specified

below :

a) Advance Maintenance Charges for a period of 6 months :

b) Maintenance Deposit :

c) Club Membership :

d) FTTH Charges :

e) Meter & Meter Installation Charges :

2.8 Demand Notice(s)

2.8.1 The Lessor shall issue a notice to the Lessee (from time to time) for

demanding payments against the Total Annual Lease Rent and/or Other

Charges (or any part thereof) in respect of Leased Property or club

membership , subject to the terms and conditions of this Lease Deed (the

“Demand Notice”), and the Lessee undertakes to promptly make payment

of the amounts & dues so demanded by the Lessor, within 21 (twenty one)

days from receipt of the Demand Notice(s) from the Lessor, or within time

limits specified in such Demand Notice. The said Demand Notice(s) shall

be sent by speed post or registered post or through a reputed courier or by

hand delivery and shall be deemed to have been received by the Lessee

within 3 (three) days of its dispatch by the Lessor (if sent by speed

post/registered post/courier service) or the date of receipt whichever is

earlier.

2.8.2 The Lessee agrees that time is of the essence in respect of all payments to

be made by the Lessee pursuant to the Demand Notice(s), which, the Lessee

undertakes to make & ensure, as specified hereinabove.

2.8.3 In the event the Lessee fails to make the payments of amounts payable/dues

within the time period specified in the Demand Notice as above, then the

Lessee shall be liable to pay an interest on such overdue amounts, which

shall be computed @ 18% (eighteen percent) per annum (towards pre-

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estimated liquidated damages and not as a penalty) in respect of all delayed

payments with effect from the applicable due date(s), and until the date of

actual payment thereof. This shall be without prejudice to any other right

available to the Lessor, including with respect to termination of this Lease

Deed on the grounds of non-payment or untimely payment of the relevant

dues against the respective Demand Notice(s) in terms of Clause 6.2.

2.8.4 Default on part of the Lessee to make timely payment of Other Charges

pursuant to Demand Notice(s) from the Lessor shall entail the following

other consequences :

(i) If the Lessee fails to make timely payment of Maintenance Charges

and/ or deposits relating thereto as specified in Sub-Clause 2.6.2 (i),

the Lessor or the Maintenance Agency(s) shall be entitled to

discontinue provision of all or particular Maintenance Services to the

Leased Property / Lessee (until remedy of such default). In case

particular services cannot be discontinued (in-spite of such non-

payment) due to technical reasons / contractual or regulatory

compulsions, then in such cases, the Lessor shall be entitled to

terminate this Lease Deed under provisions of Clause 6.2 hereof.

(ii) If the Lessee fails to make payment of any taxes/ charges/ costs/

levies/ surcharges/ etc. as provided in Sub-Clause 2.6.2 (iii); and/or

any cost/ charges/ deposits as provided in Sub-Clause 2.6.2 (iv);

and/or costs/ charges/ levies/ amounts as provided in Sub-Clause

2.6.2 (vi), the Lessor shall be entitled to recover all costs/ damages

suffered by the Lessor owing to such default on part of the Lessee.

However, if continuance of such default causes prejudicial

consequences to the rights and entitlements of the Lessor and/or other

Lessees/ occupants of the Residential Complex or if Lessee continues

with such default for a period exceeding 1 (one) year, then, in that

event, the Lessor shall be entitled to forthwith terminate this Lease

Deed under Clause 6.2 hereof.

(iii) If the Lessee fails to make payment of EDC/ IDC as provided in Sub-

Clause 2.6.2 (v), the Lessor shall be entitled to terminate this Lease

Deed under Clause 6.2 hereof.

(iv) If the Lessee fails to make payment of Club membership subscription

and / or any other Club charges/deposits, the Lessor shall be entitled

to suspend the services being rendered to the Lessee or it’s nominees

at the Club and/or to terminate the membership of the Lessee or it’s

nominee to the Club.

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3. GENERAL TERMS OF LEASE

3.1 The Lessee agrees & acknowledges that the Lessee does not have any right, title

or interest in any lands, buildings, common areas, facilities and amenities falling

outside the said Residential Complex and that the Lessee’s right in Common Area

& Services (provided at the Residential Complex) are limited to a right to access

& use of such Common Area & Services (subject to the terms as made applicable

for such usage/access from time to time). The Lessee further acknowledges that

[he/she/it] shall not have any rights over the roofs /terraces of the Residential

Complex, including those above and outside the Apartment (except exclusive

terraces allotted to them as a part of the Apartment) above and outside their

Apartment. It is agreed and acknowledged by the Lessee that any additional

FSI/FAR (Floor Space Index/Floor Area Ratio), if it is allowed in respect of the

Residential Campus Land and/or Other Land in the project, the Lessor alone shall

be entitled to consume such additional FSI/FAR by making further constructions

in the Residential Complex or its Building Block(s) or elsewhere in the Project, as

the Lessor may decide in its sole discretion, and without any objection from the

Lessee. In this connection, it is clarified that the Lessor or it’s nominee(s) shall be

fully entitled to develop further residential buildings / blocks in the Project and to

appropriately expand the Residential Complex, including it’s Common Area &

Services and the Club, if & as required, so as to make such further buildings /

blocks part of the Residential Complex. However, in such an event computation

of Other Charges, where relevant, shall factor additional leasable area which gets

added to the earlier area of Residential Complex owing to such addition of further

residential buildings / blocks.

3.2 In case any specific/ new/ additional device(s) or equipment(s) for any pollution

or hazard detection or control is/are provided or installed at the Residential

Complex or within the Leased Property, then costs/charges for

providing/installing such device(s)/ equipment(s) shall be proportionately borne/

paid by the Lessee, i.e. based on Super Area of Lessee’s Apartment vis-à-vis the

total Super Area of all the Residential Units forming part of the Residential

Complex. In such an event, any demand for payment of such costs/ charges by the

Lessor on the Lessee shall be final and binding.

3.3 The Lessee shall pay the applicable Taxes, payable by the Lessee under this Lease

Deed, either directly to the concerned authorities or public bodies or concerned

entities or through the Lessor (as required or directed by the Lessor). The Lessee

undertakes to promptly pay such taxes on the relevant due date(s) for payment

thereof or within the time period as per Demand raised by the Lessor.

3.4 At an appropriate stage, at the sole option of the Lessor and subject to SEZ Act,

Rules and Notifications, for improving compliance of their obligations by

respective lessees of the Residential Complex qua the Lessor and/or each other,

an association or body of all allottee(s) or lessee(s) or occupant(s) at the

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Residential Complex may be formed or caused to be formed by the Lessor, in

which event, the Lessee shall be entitled and obligated (if so mandated) to

become a member of such association or body by complying with all the terms,

rules & regulations as may be stipulated for such membership.

3.5 The Lessee agrees and undertakes to fully cooperate in the process of registration

of this Lease Deed (as required & directed by the Lessor) and also to pay all fees,

duties, expenses, costs etc. (including any stamp duty , registration charges, legal

and administrative costs) with respect to registration of this Lease Deed.

3.6 The Club at the Residential Complex shall offer a host of amenities/ facilities/

services as specified in Annexure 3 hereof. Such amenities/ facilities and

services shall be chargeable (based on fixed minimum and/or linked to actual

consumption/ usage by the members or their guests at the Club). The Lessee

acknowledges and agrees that the Lessor and/ or its nominated agency

(responsible for operating the Club) shall frame rules and regulations, from time

to time, for its usage by the members and their dependents, visitors, guests, etc.

and that such rules and regulation shall be final and binding upon any and all

members of the Club and their dependents/ visitors/ guests visiting/ using the

Club, and that the amenities/ facilities/ services so offered by the Club and use of

the benefits of said membership by Lessee and his/her dependents/ visitors/

guests shall be subject to such rules and regulations. The Lessee further agrees &

acknowledges that the aforesaid usage shall be subject to a ceiling on maximum

number of dependents, visitors, guests etc. of a Lessee/member, stipulated by the

Lessor/Club Administration from time to time w.r.t. permissibility of such usage;

and that if & as required by the Lessor or Club Administration, the Lessee and

persons acting through [him/her/it] shall be obliged to complete necessary

documentation to enable such usage of club, as prescribed by the Lessor/ Club

Administration.

3.7 Common Area & Services and Maintenance Services:

3.7.1 The Lessee shall be entitled to use common area/ infrastructure/ services/

amenities/ facilities comprised in or created at the Residential Complex for

common/ shared usage and benefit of all allottee(s)/ lessee(s)/ occupant(s)

of the Residential Complex, including the basements, pedestrian ways,

service roads, landscaped areas, areas designated for the keeping and

collecting of refuse, staircases, lobbies, sidewalks, driveways, service

driveways, or any other such amenities / services (including the Club) in

the Building Block Common Areas and the Other Common Areas and also

including the High Side Services Infrastructure (which shall include

electricity supply, power back-up, water supply/treatment systems,

sewerage and drainage systems/treatment plants, energy centres,

communication systems, etc., feeding/serving the Residential Complex/

Apartment) (“High Side Services Infrastructure”) together known as the,

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(the “Common Areas & Services”), which shall be deemed to be

appurtenant (without any physical control thereof) to the Leased Property,

and shall entitle the Lessee or occupant(s) of the Apartment to access, use &

benefit from the same, subject to the terms and conditions, as applicable

from time to time.

3.7.2 The Common Area & Services shall be operated and maintained (the

“Maintenance Services”) by the Lessor or any agency

appointed/nominated by the Lessor for the said purpose (the “Maintenance

Agency”), and in lieu of such Maintenance Services, the Lessee shall be

liable to pay Maintenance Charges specified/ demanded by the Lessor or by

the Maintenance Agency from time to time. The relevant terms &

conditions, including scope applicable to such Maintenance Services, and

conditions governing its usage and basis for determining the Maintenance

Charges and rights/obligations in relation thereto, as applicable to the

Lessee/ occupant(s) of the Leased Property are being separately specified in

the Maintenance Agreement, being executed simultaneously herewith,

which terms & conditions may be subject to change from time to time by

the Lessor or the Maintenance Agency.

3.7.3 The Lessee undertakes to abide by all terms and conditions applicable to the

Maintenance Services and to promptly pay the Maintenance Charges and

other applicable costs pursuant to demands/ bills/ charges raised by the

Lessor or the Maintenance Agency (from time to time), including demand

with respect to payment of any deposits applicable to the Maintenance

Services. The Lessee agrees and acknowledges that all costs/ charges/

expenses incurred by the Lessor/Maintenance Agency for rendering the

Maintenance Services + 20% thereon (towards the overheads) shall be

payable/ paid pro-rata by all allottee(s)/ occupant(s)/ lessee(s) of the

Residential Complex including the Lessee. Towards this end the Lessee

agrees and undertakes to pay the aforesaid costs/ charges/ expenses, in

proportion to the Super Area of the Apartment in relation to the total super

area of all the Residential Units forming part of the Residential Complex, as

per the periodicity specified by the Lessor or the Maintenance Agency. To

enable proper compliance of the said provisions, the Lessee undertakes to

execute any document, writings or agreements, as required, with respect to

the Maintenance Services.

3.8 The Lessee agrees and acknowledges that Car Park(s) allotted to the Lessee (with

only the right to use) are integral part to the said Apartment/Leased Property,

which cannot be separated therefrom or leased/assigned/ transferred/ dealt with

independent of the Apartment/Leased Property. Further, Car Park space shall not

be used for any purpose other than for parking, by the Lessee or the occupants of

the Apartment. Any additional parking space(s), if required/ requested by the

Lessee, shall be allotted to the Lessee subject to availability and upon compliance

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of the applicable terms. For avoidance of any doubt, all clauses of this Lease

Deed pertaining to allotment, possession, cancellation, etc. of the Apartment,

shall apply mutatis mutandis to the Car Park(s) allotted to the Lessee.

3.9 The Lessee agrees and acknowledges that the Apartment and Common Areas

conform to the relevant plans/ designs/ specifications specific to the /Leased

Property/ Building Block/ Residential Complex shared with the Lessee, and that

he/she/it has understood the scheme/ specifications in respect of the Leased

Property/ Building Block/Residential Complex, including changes (if any) made

thereat pursuant to execution of the Agreement to Lease, before entering into this

Lease Deed, and the Lessee hereby agrees and confirm that the plans, layouts,

designs, specifications, amenities, measurements, dimensions, locations and

number of the Apartment and/ or the Residential Complex or it’s Building Block

or any parts thereof and terms/ features, relating thereto, specified herein are to

the satisfaction of the Lessee, and are final and binding upon the Lessee.

3.10 Right To Assign & Sub-Lease

3.10.1 At any time during the Lease Term , the Lessee shall be entitled to assign

the leasehold and other rights in respect of the Leased Property (reserved

hereunder in favour of the Lessee) to any appropriate person/entity (the

“Assignee”), so as to assign the Lease of the Leased Property in favour

the Assignee (the “Assignment”), subject to such terms & conditions

and considerations as may be mutually agreed upon between the Lessee

and its Assignee, provided however that such Assignment shall be

subject to the Applicable Law and grant of a no objection certificate (the

“NOC”) in writing by the Lessor. The NOC for the said Assignment

shall not be unreasonably withheld by the Lessor, except unless such

Assignment is not in compliance with the Applicable Laws, and the

Lessee is not in default of its obligations. In case the Lessee intends to

assign [his/her/it’s] rights in the Leased Property, the Lessee shall be

required to submit an application in the format provided at Annexure 5

hereof and as required by the Lessor (the “Assignment Application”)

by making payment of the charges applicable to the said Assignment at

the rate specified by Lessor from time to time, and which currently is

stipulated @ Rs. 100/- (Rupees One Hundred Only) per sq. ft. on the

Super Area of the Apartment (the “Assignment Charges”). It is agreed

that upon grant of the NOC by the Lessor, the Lessee shall ensure

execution of a deed of adherence (the “Deed of Adherence”) by the

assignee in favour of the Lessor (as per the format specified by the

Lessor) for confirming & agreeing to adhere to all the terms and

conditions hereof and for undertaking to fully perform & comply with all

obligations assumed by the Lessee hereunder. Upon completion &

compliance of all the Assignment related formalities by the Lessee and

the Assignee, the name of Assignee shall be recorded as Lessee in the

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records of the Lessor. It being clarified that the said Assignment shall be

permissible in respect of all the Lessee’s rights reserved hereunder in

entirety and not in respect of any partial rights of the Lessee. It is agreed

that Assignment Charges shall not be applicable for the first Assignment.

Further, the Lessee shall ensure that Lessor’s rights are not affected

adversely by virtue of such Assignment by incorporating appropriate

covenants in the Assignment Agreement/ Contract to be entered between

the Lessee and the Assignee and submit the certified copy thereof to the

Lessor. Any purported Assignment by the Lessee in violation of the

terms and conditions of this Lease Deed shall be a default on the part of

Lessee entitling the Lessor to terminate this Lease Deed in terms of

Clause 6.3 hereof.

3.10.2 Prior to submitting the Assignment Application to the Lessor for grant of

NOC, as aforesaid, the Lessee shall be liable to pay the applicable

Assignment Charges and also pay/ clear all it’s upto date dues and

liabilities payable in respect of the Leased Property towards the Annual

Lease Rent, along with any other costs/ charges/ levies/ dues connected

with or relating to the Leased Property; and the Lessee shall ensure full

and proper compliance of all its outstanding obligations in relation to the

Lease hereunder..

3.10.3 Subject to the Applicable Laws, the Lessee shall be entitled to sub-lease

the Leased Property (in part or full) (the “Sub-Lease”), wherein each

sub-lease term shall be for a period not exceeding 9 (nine) years for the

balance Lease Term or the Renewed Term(s), simultaneously to upto 2

(two) person(s) (the “Sub-Lessee”) subject to such terms/

conditions/consideration (which shall not be in derogation of terms and

condition of the Lease Deed) as may be mutually agreed upon between

the Lessee and such Sub-Lessee. Notwithstanding anything contained

herein, the term of Sub Lease shall not exceed the balance period of

Lease Term or the Renewed Lease Terms(s), as the case may be. The

Lessee shall provide the copy of Sub-Lease agreement to the Lessor and

also cause the Sub-Lessee to execute an undertaking (as per format

specified by the Lessor, from time to time) in favour of Lessor for

confirming/ agreeing to comply with all the Applicable Laws and the

terms and condition of the Lease Deed and all the norms/ rules/

guidelines applicable to the occupants of the Apartment/Residential

Complex, including with respect to use of Common Area & Services,

Maintenance Services, Civic Amenities and Services, etc. and for

undertaking timely payments of all applicable dues in respect thereof.

Notwithstanding anything contained in this clause 3.10.3, the Lessee

shall be fully liable and responsible for due and proper performance of

all obligations (including without limitation, the payment obligations)

under the Lease Deed.

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3.11 The Lessor shall arrange for and provide the electricity/ water supply fibre to the

home network (FTTH) connection(s), and such other services/ amenities (the

“Civic Services & Amenities”) for/ to the Leased Property and shall make

arrangements for proper measurement of consumption/use of such Civic Services

& Amenities at the Leased Property (in so far as practical and commensurate with

general scheme implemented for the said purpose at the Residential Complex).

The Lessee undertakes to pay the required amount of deposit, as applicable to

each of such Civic Services & Amenities based on consumption/use estimates and

norms/ tariff/ rules applicable thereto (as prescribed by the Lessor or the

concerned service provider or agency/ authority) from time to time and to pay all

bills in respect thereof in a timely manner for services availed or consumptions

made at the Leased Property by the Lessee, based on meter readings or using any

other modalities as specified by the Lessor or the concerned service provider or

authority/ agency (as the case may be). Notwithstanding anything contained in

this clause, if possible and deemed necessary the Lessor in its sole discretion shall

direct the Lessee to obtain connections and supply of particular Civic Services &

Amenities directly from the relevant service providers/Authority/Agency and to

be fully responsible for all payments in respect thereof to such service provider or

Authority/ Agency.

3.12 The Parties agree and undertake to comply with all and any applicable central,

state or local law, act, statute, ordinance, rule, regulation, code, bye-law,

government order or direction, judgment, decree or order of a judicial or a quasi-

judicial authority, tribunal, commission or forum for the time being in force,

including the SEZ Act, 2005, SEZ Rules, 2006 and all related SEZ notifications

together with amendments made thereto from time to time (the “Applicable

Laws”).

3.13 In so far as permissible under the Applicable Laws, the Lessee shall have

proportionate leasehold rights in the Residential Campus Land, commensurate

with the Super Area of the Apartment.

3.14 Force Majeure

3.14.1 Any event or combination of events or circumstances beyond the control

of the Lessor, which cannot: (a) by the exercise of reasonable diligence,

or (b) despite the adoption of reasonable precaution and/ or alternative

measures, be prevented, or caused to be prevented, and which directly

and/ or indirectly affects the Lessor's ability to perform obligations under

this Lease Deed , which shall include, but not be limited to acts of God

like fire/ flood/ earthquake/ cyclone/ natural disasters/accidents/war/

hostilities/ riots/ bandh/ act of terrorism/ civil commotion/ or acts of

Applicable Laws or adverse orders/ directions/ statutes (“Force Majeure

Event”).

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3.14.2 In the event of occurrence of the Force Majeure Event, the Lessor shall

not be liable for delay or failure to perform any or all of its obligations

under this Lease Deed.

3.14.3 Within 30 (thirty) days from the date of occurrence of such Force

Majeure Event, the Lessor shall notify the Lessee, in writing (“Force

Majeure Notice”), and provide the following informations:

(i) full particulars & the cause of such Force Majeure Event;

(ii) the date of first occurrence thereof;

(iii) nature of disruption, particularly in performance of Lessor’s

obligations, which such Force Majeure Event has caused;

(iv) likely date for return to normalcy post such Force Majeure Event;

and

(v) preliminary estimate of cost contributions, if any, which are

required to be made by the Lessee for mitigating the consequence

of such Force Majeure Event.

3.14.4 The Parties, hereby, agree that in the event of practical exigencies, if the

Lessor fails to provide the Force Majeure Notice within the said period

of 30 (thirty) days, then the Lessor shall provide such notification to the

Lessee, as early as may be possible thereafter.

3.14.5 Upon the Force Majeure Event ceasing to have an effect, the Lessor shall

notify the Lessee of the same.

3.14.6 In case the Residential Complex and/or the Building Block and/or the

Leased Property and/or Apartment or any part thereof gets damaged

owing to any Force Majeure circumstances/ conditions, the Lessor shall

take steps to remedy/ repair such damaged portions, and to restore the

Apartment/ Building Block/ Residential Complex (as the case may be) in

a usable/ habitable state/ condition (as close to its original state/

condition, as possible), for which the Lessee herein (along with other

lessees or occupants of the Residential Complex impacted by such

damage due to Force Majeure circumstances/ conditions), shall be

liable to proportionately share/ contribute/ pay the costs & expenses for

repair/ rectification of such damage/destruction to be undertaken by the

Lessor (pursuant to a demand in this regard from the Lessor, which shall

be binding upon the Lessee). Any default on part of the Lessee to make

timely payments pursuant to such demands from the Lessor, shall entitle

the Lessor to terminate this Lease Deed under Clause 6.2 hereof. For the

avoidance of doubt, the Lessor shall not bear any cost/ expense for

repair/ rectification of damage/ destruction to the Leased Property/

Building Block/ Residential Complex (as the case may be) owing to any

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Force Majeure Event.

3.15 The Super Area

The Super Area for purposes of calculating the Total Lease Consideration in

respect of the Apartment/Leased Property will be a sum of (i) the Apartment

Area (as defined)); (ii) pro-rata share in the Building Block Common Areas(as

defined); and (iii) pro-rata share in Other Common Area( as defined).

Where (i) the Apartment Area shall mean& include the entire area enclosed within

and under the periphery walls of the Apartment, including the area under the

walls, columns, cupboards and lofts etc. ascend 50 % (fifty percent) of the area of

balconies/decks/terraces/verandas exclusive to the Apartment and common walls

between the Apartment and other apartment(s) but excluding the area of Car

Parking Spaces; (ii) the Building Block Common Areas shall mean & include all

such parts/ areas in the Building Block which the allottee/ occupants/ lessee of the

Apartment shall use or derive benefit from by sharing such parts / areas with other

allotees/ occupants/ lessees of the Building Block, including entrance lobby at

ground floor, lift lobbies on floors, lift shafts, electrical shafts, fire shafts,

plumbing shafts and service ledges on all floors, common corridors and passages,

staircases, mumties, common toilets, services areas including but not limited to lift

machine room, etc. but excluding the area of basements; and (iii) the Other

Common Area shall mean and include all such parts / areas outside the Building

Block but within the Residential Complex, which the Lessee of the Apartment(s)

shall use or derived benefit from by sharing such parts/ areas with other allotees/

occupants/ lessees of the Residential Complex, including spaces such as water

tanks & pump room, electric sub-station, DG set room, fan rooms, laundromat,

security/ fire control rooms, Sewage Treatment Plant, and community/ amenity

space/centre, architectural features, etc.

The computation of Super Area of the said Apartment does not include the

following:

a) Sites for shops and shop(s).

b) Sites/ Buildings/ Area of any Community facilities/ Amenities outside. the

Residential Complex, like Dispensary, Creche, Religious Buildings, Health

Centres, Police Posts etc. in other parts of the Project.

c) Roofs/terraces above and outside the respective Apartment(s), i.e. terraces

other than the exclusive terraces allotted to the allottee / occupant / lessee as a

part of their respective Apartment(s).

d) Covered/ Open Car Parking Area within/ around Building Blocks for

lessees/allottees/ visitors of Isle de Royale residences.

e) Open lawns or play area, in the Residential Complex.

f) Road & Driveways in the Residential Complex.

g) Fire Hydrants & Fire bridge inlet etc. in the Building Blocks/Residential

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Complex.

It being clarified that the Super Area mentioned in the Lease Deed shall be the

basis for computing Total Lease Consideration applicable to the

Apartment/Leased Property; and inclusion of the Building Block Common Areas

and/or the Other Common Area in the computation of Super Area shall not give

any right, title or interest to any of the allottees/ occupant/ lessee including the

Lessee herein, in such Common Areas, and the allottees/ occupants/lessees

(including the Lessee) shall only have a right to use such Building Block Common

Area/ Other Common Areas by sharing the same with other allottees/ occupants/

lessees of the Building Block or Residential Complex (as applicable), subject to

timely payment of Maintenance Charges.

3.16 The Lessee has availed financial assistance/ loan from ______________ Bank

(the “Bank”) in the sum of Rs._________/- (Rupees _____________Only), to

enable payment of Total Lease Premium/Consideration in pursuance of this Lease

Deed, after obtaining an NOC for the said purpose from the Lessor. To enable the

Lessee to avail such financial assistance/ loan, on request of the Lessee, the

Lessor entered into a tripartite agreement dated _______ along with the Lessee

and the said Bank (the “Tripartite Agreement”), using the standard form

documentation of the Bank. Notwithstanding any terms and conditions of such

Tripartite Agreement, this Lease Deed shall be final and prevail in case of any

conflict between the terms hereof and the said Tripartite Agreement. It is

explicitly clarified that the terms of this Lease Deed are subject to the relevant

provisions of the SEZ Act, Rules and Notifications framed thereunder.

Accordingly, for addressing the eventuality of any breach or default being

committed by the Lessee towards the payment of loan installment(s) and interest

to the Bank, if the Bank exercises its option to proceed against the Lessee and

seeks transfer of all the rights/obligations in respect of the Leased Property in

favour of the Bank or its nominee, then, in such an event, subject to the

Applicable Laws, the Lessor shall be entitled (amongst other) to terminate this

Lease Deed under Clause 6.3 hereof and/or to assign all rights/obligations of the

Lessee unto the Bank or it’s nominee, for which the Lessee hereby authorizes the

Lessor to sign the Assignment Documents on behalf of the Lessee to complete

such Assignment, and to do all acts, deeds and things as may be required for the

said purpose.

3.17 The Lessor shall have right to join as an affected party in any arbitration/suit/

complaint filed before any appropriate court by the Lessee in any dispute

connected with or arising from the Apartment or the Leased Property, if the

Lessor’s rights under this Lease Deed are likely to be affected/prejudiced in any

manner by the decision of the arbitrator/court in such a suit/petition. The Lessee

agrees and undertakes to promptly inform the Lessor upon occurrence of such an

event, and to keep the Lessor fully indemnified and hold harmless at all times in

this regard.

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3.18 The Parties hereto shall bear its own expenses w.r.t. commission or brokerage to

any person for services rendered by such person to the concerned party whether

in or outside India for taking on lease the Leased Property/ Apartment. The

Lessor shall in no way whatsoever be responsible or liable for such payment,

commission or brokerage on behalf of the Lessee nor shall the Lessee have the

right to deduct such charges from the Total Lease Consideration or any other dues

payable by the Lessee to the Lessor in respect of the Leased Property/Apartment.

Further, the Lessee shall indemnify and hold the Lessor harmless from and

against any or all liabilities and expenses in this regard.

4. OTHER OBLIGATIONS OF THE LESSEE

4.1 The Lessee hereby agrees and undertakes to observe all the terms and conditions

of this Lease Deed , and to comply with the Applicable Laws, including terms of

various sanctions & approvals, as stipulated by the concerned authorities in

respect of the Leased Property/ Building Block/ Residential Complex/ and to

abide by all rules/ norms/ guidelines applicable to use/ occupation/ enjoyment of

the Leased Property Common Area & Services, Maintenance Services, as

stipulated from time to time by the Lessor or any agency/ authority designated/

nominated for the said purpose.

4.2 The Lessee shall use the Leased Property in a prudent manner, for residential

purposes only, as contemplated under this Lease Deed and as permissible under

the Applicable Laws, without causing any nuisance, disturbance, annoyance,

obstruction, hindrance to any neighboring residents. The Lessee shall not carry

out any illegal activity from the Leased Property and shall not obstruct the rights

of other lessees/allottees/occupants at the Residential Complex, particularly with

respect to their entry, use and enjoyment of their respective Residential Unit(s)

and Common Area & Services, Club, etc.

4.3 The Lessee shall be liable at [his/her/it’s] own cost/ risk for proper upkeep &

maintenance of the Leased Property including all infrastructure/ services/

appliances/ equipment installed therein/ provided thereat, and for contributing to

the sinking fund for the High Side Services Infrastructure at the Residential

Complex, and for all consumptions made or services availed at the Leased

Property and for safety/security within the Leased Property.

4.4 The Lessee hereby confirms that the specifications and list of equipment/

appliances installed in and provided as part of the Apartment as provided at

Annexure 2 hereof conform to the agreement reached between the Parties in this

regard. The Lessee further understands and accepts that the Lessor as developer

of the Residential Complex has purchased such equipment/ appliances from its

manufacturers/ suppliers and provided the same as part of the Apartment without

any representation or guarantee or warrantee with respect to its quality/ usability

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for any intended or specified purpose.

4.5 However, the Lessor, simultaneously along with handover of the possession of the

Apartment to the Lessee, has also assigned all warrantee(s)/ guarantee(s) (if any

received from the relevant manufacturers/ suppliers) of the respective equipment/

appliances installed at/ provided as part of the Apartment in favour of the Lessee,

to enable the Lessee to directly have a recourse under such guarantee(s)/

warranty(ies), in the event of any defects/ malfunctioning/ damage of/to such

equipment/ appliances, without any reference to the Lessor. For the avoidance of

doubt, the Lessee shall not have any claim or recourse against the Lessor for any

guarantee(s)/ warranty(ies) assigned to the Lessee under this clause 4.5.

4.6 The Lessee, hereby agrees and confirms that it had submitted the Application for

the Leased Property to the Lessor and has entered into this Lease Deed after

verifying/ satisfying [himself/herself/itself] with respect to the title of the Lessor

to the Apartment /Residential Complex and with respect to validity of the

leasehold rights being conferred hereunder unto the Lessee, in respect of the

Leased Property, in accordance with the Applicable Laws (including but not

limited to the SEZ Act/ rules).

4.7 The Lessee hereby agrees and confirms that in case the Lessee is an NRI (non-

resident Indian) / foreign national (having OCI)/ foreign company, then in that

event, all remittance towards the Total Lease Consideration or parts thereof in

respect of the Leased Property by the Lessee, or any refund, transfer of security

deposits etc. in respect thereof by Lessor, shall be made in accordance with the

provision of the Applicable Laws including Foreign Exchange Management Act,

1999 or statutory enactment/ amendments thereto and all applicable rules &

regulations of the Reserve Bank of India or any other law as may be applicable to

the transaction being entered into by the Parties hereto and it shall be the sole

responsibility of the Lessee to ensure complete compliance thereof and in the

event of any breach/ violation in this regard, the Lessee undertakes to indemnify,

defend and hold the Lessor harmless in this regard. In case owing to any

limitation or failure on part of the Lessee to comply with such requirements/

provisions, and if as a result thereof, the Lessee is unable or fails to comply with

the terms of this Lease Deed in part or full, thereby frustrating this Lease Deed

and rendering it incapable of performance, or even otherwise, if at any stage, this

Lease Deed due to any Applicable Laws is rendered infructuous or gets frustrated

or becomes incapable of performance, then in such an event, the Lessor shall be

entitled to terminate/ cancel this Lease Deed forthwith, under Clause 6.3 hereof

without incurring any liability, obligation or responsibility towards the Lessee.

4.8 The Lessee hereby agrees and undertakes to indemnify the Lessor against all

costs, consequences and damages suffered by the Lessor owing to any act or

omission on the part of the Lessee or its successor(s)/ Assignee(s)/ Sub-lessee(s)/

nominees in violation of the terms and conditions of this Lease Deed or the

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Applicable Laws.

4.9 The Lessee hereby agrees and undertakes not to store in the Leased Property or

Building Block or the Residential Complex, any goods which are of hazardous,

combustible, offensive, or dangerous in nature or are of such other type or nature

which may potentially damage the construction or structure of the Residential

Complex or its Building Block, including the Leased Property, or may violate any

Applicable Law or breach rights/ liberties of any other person(s)/entity(s).

4.10 The Lessee hereby authorizes the Lessor/ their nominee to make or file any

applications/ papers, declarations, undertakings to/ with the concerned authorities/

agencies, for and on behalf of the Lessee in respect of the Leased Property, as

may be necessary or required under the Applicable Laws, including with respect

to any further construction to be made in the Residential Complex or it’s Building

Block, or for obtaining any connection/ re-connection/ disconnection of any

public/ civic services/ facilities/ utilities.

4.11 The Lessee undertakes to sign & execute all necessary forms, documents,

statements, indemnities, guarantees, applications, affidavits, representations,

letters of undertaking, etc., including any letter of authority, power of attorney

and entitlement letters etc. as may be required for submitting the same to any

concerned agency/ authority, with respect to the Leased Property.

4.12 The Lessee hereby agrees and undertakes not to do anything or cause to be done

anything in the Leased Property, which may potentially alter the appearance or

character of the Residential Complex or its Building Block, particularly as visible

from the outside of the relevant Building Block, and undertakes to abide by the

norms/ rules fixed in this regard by the Lessor or any other authority/ agency

nominated/designated for the said purpose. The Lessee further agrees and

undertakes not to cover or alter the character of the terraces included in the super

area and exclusively made part of the Apartment.

4.13 The Lessee shall not be entitled to carry out any structural changes in the Leased

Property or to do anything in the Leased Property which may impact the

structural stability of the Building Block wherein the Leased Property is located

or which causes any nuisance or annoyance, obstruction or hindrance to the other

occupants/ lessees of the other Residential Units or at the Residential Complex or

its Building Block. However, the Lessee shall be entitled to and may carry out

any civil interior or low-side services works in the Apartment, including putting

up of partition walls of permissible specifications (for segregating spaces within

the Apartment) and to improve look & feel and utilization of the Apartment.

Notwithstanding anything contained in this Clause 4.13, the Lessee agrees and

undertakes to abide by all norms/ rules fixed by the Lessor or any other

nominated/designated agency in this regard (from time to time).

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4.14 The Lessee hereby agrees and undertakes to comply with all the rules/ norms/

guidelines stipulated by the Lessor (or any agency nominated/designated by it for

the said purpose) for all occupants/ lessees/ allottees/ sub-lessees/ visitors at the

Residential Complex, including for proper use of the Common Area & Services,

Maintenance Services, Civic Services & Amenities, so as to enable peaceful co-

existence among all the occupants/ lessees/ allottees/ sub-lessees at the

Residential Complex.

5. OTHER OBLIGATIONS OF THE LESSOR :

5.1 The Lessor hereby agrees and undertakes to observe all the terms and conditions

of this Lease Deed, and to comply with the Applicable Laws, including terms of

various sanctions & approvals, as stipulated by the concerned authorities in

respect of the Apartment/ Residential Complex/ and allotment under this Lease

Deed. .

5.2 The Lessor agrees and confirms that all relevant equipment/ appliances installed

in, and provided as part of, the Apartment have been provided/ installed in

compliance of the Specifications as per Annexure 2 hereof.

5.3 The Lessor undertakes to indemnify the Lessee against all costs, consequences

and damages suffered and incurred by the Lessee owing to any act or omission on

the part of the Lessor in violation of the terms and conditions of this Lease Deed.

5.4 The Lessor, as part of the Maintenance Services and either itself or through the

Maintenance Agency, shall make necessary arrangements for security, waste

management, discharge, operation, maintenance, security at the parking spaces,

Common Area & Services and the Club at the Residential Complex, either by

itself or through a nominated/designated agency.

5.5 The Lessor represents and undertakes that:

5.5.1 the Lessor is the sole and absolute owner and in possession of

Residential Campus Land, and the Residential Complex, being the

developer of the Project as per SEZ Act and has full right & authority to

lease the Apartment to the Lessee.

5.5.2 the Lessor is an entity duly incorporated and validly existing in

accordance with the Applicable Laws;

5.5.3 all the corporate approvals required for the execution of this Lease Deed

have been validly obtained by the Lessor;

5.5.4 the Lessor has obtained all necessary approvals required to develop and

operate the SEZ Project under the Applicable Laws, particularly the SEZ

Act/Rules and notifications;

5.5.5 the execution of this Lease Deed is not prohibited by its constituent

documents, and its execution shall not contravene any agreement or

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document or third party rights.

5.6 The Lessor agrees & confirms that subject to the Lessee complying with all the

applicable terms and conditions of this Lease Deed, particularly with respect to

the payment of the Total Lease Consideration and all other such charges/ costs as

provided in this Lease Deed, the Lessee shall have the:

5.6.1 leasehold rights of the Apartment;

5.6.2 right to use Common Areas & Services and Civic Services & Amenities,

along with the other lessees/ occupants/ visitors of the Residential

Complex;

5.6.3 right to exclusive use of the allotted Car Park(s);

5.6.4 benefit of 1 (one) membership of the Club; and

5.6.5 undivided proportionate leasehold interest in the Residential Campus

Land, as per the ratio of Super Area of the Apartment in relation to the

total or cumulative super area of all Residential Unit(s) comprised in the

Residential Complex at the relevant time.

5.7 The Lessor agrees and confirms that notwithstanding availment of any financial

assistance from any banks/ institutions with respect to, among others,

development/ construction of the Residential Complex and the Project, by

offering/ providing the Residential Complex as a security to such banks/

institutes, the Lessor has ensured that on the Effective Date, the Apartment is free

and clear of any and all encumbrances/ liens. In the event, the Lessor chooses to

sell/ lease/ transfer the Project or the Residential Complex or the Residential

Campus Land and/ or if the Lessor undergoes any re-constitution, by way of

amalgamation/ merger/ de-merger or change in shareholding of the Lessor (or

such similar permissible means), under and in accordance with the relevant

provisions of the Applicable Laws, then, in that event, the Lessor shall ensure due

and proper protection of all the Lessee’s rights ,title and interests hereunder, and

due performance and adherence of/ to all of the Lessor’s obligation hereunder, by

it’s successors-in-interest or the so re-constituted entity(ies).

6. TERM AND TERMINATION

6.1 The Parties further agree & confirm that this Lease Deed shall not be terminable

by either party, save and except as provided in terms of this clause 6.

6.2 In the event, the Lessee fails and/or neglects to comply with terms and conditions

of this Lease Deed and commits the breach/default of material financial terms

hereof as stipulated in Clauses 2.6 and 3.14.6, the Lessor, at it’s sole

option/discretion subject to clause 6.5 hereof,, shall be entitled to terminate this

Lease Deed, on ground of material breach of the terms and conditions hereof by

the Lessee if the Lessee fails to remedy [his/her/it’s] such breaches/defaults, in

spite of a written notice ( “Default Notice 1 by the Lessor”) from the Lessor

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within a period of 30 days from the date of receipt such Default Notice 1 by the

Lessor.

6.3 In the event, the Lessee fails and/or neglects to comply with terms and conditions

of this Lease Deed and commits the breach/default of material non-financial

terms hereof, inter-alia including those stipulated in Clauses 3.8, 3.10.1, 3.16 ,

4.2, 4.13 and 6.4, the Lessor in it’s sole option/ discretion, shall be entitled to

terminate this Lease Deed, if the Lessee fails to remedy [his/her/it’s] such

breaches/defaults, in spite of a written notice (“Default Notice 2 by the Lessor”)

from the Lessor within a period of 60 (sixty) days from the date of receipt such

Default Notice 2 by the Lessor.

6.4 The Lessor shall be entitled to terminate this Lease Deed, in the event either the

Lessee is declared insolvent/ bankrupt; and/ or winding up or any other such

proceedings (only if the Lessee is a company) are instituted against the Lessee.

6.5 In the event of termination of this Lease Deed under Clauses 6.2 to 6.4 hereof, the

Lessor shall be entitled forfeit an amount to be computed, as specified in

Schedule III hereof (the “Forfeiture Amount”), towards pre-agreed estimate of

the loss suffered by the Lessor owing to breach(es) on part of the Lessee.

Accordingly, on termination of this Lease Deed, the Lessor shall refund to the

Lessee such amounts out of the Total Lease Premium and refundable deposits

(received from the Lessee under this Lease Deed and the Maintenance

Agreement, respectively), which remain balance after appropriating/

adjusting/deducting therefrom (i) all up-to-date arrears on account of Annual

Lease Rent or Other Charges or any other dues/ costs/ charges payable by the

Lessee in respect of the Leased Property; and (ii) the Forfeiture Amount, but

without any interest thereon, whereupon this Lease Deed shall stand terminated

as between the Parties hereto, without any further claims/counter-claims on either

side, and with no surviving right/title/interest of the Lessee in the Apartment/ the

Leased Property. The Lessee hereby, acknowledges and confirm that the

Forfeiture Amount to be forfeited is a genuine and reasonable pre-estimate of the

losses that would be incurred by the Lessor as a result of such termination owing

to the said breach(es) by the Lessee of the terms or conditions this Lease Deed.

6.6 In the event of the Lessor being declared insolvent/ bankrupt and/ or winding up

or any other such proceedings being instituted against the Lessor, and as a

consequence thereof the Lessee gets incapacitated or barred from peaceful

occupation and enjoyment of the Leased Property, then the Lessee shall be

entitled to issue a written notice (“Default Notice by the Lessee”) to the Lessor,

asking the Lessor to take the remedial steps for ensuring continuance of peaceful

occupation and enjoyment of the Leased Property by the Lessee, and if the Lessor

fails to do so within 60 (sixty) days from the date of the said Default Notice by

Lessee, the Lessee shall be entitled to terminate this Lease Deed forthwith, by

serving a notice of termination on the Lessor after elapse of cure period of 60

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(sixty) days provided in Default Notice by Lessee.

6.7 In the event of termination of this Lease Deed under Clause 6.6 above, the

Lessor shall be liable to refund to the Lessee such amounts out of the Total Lease

Premium and refundable deposits paid by the Lessee under this Lease Deed and

the Maintenance Agreement, which remain balance after appropriating/reducing

therefrom : (i) all up-to-date arrears on account of Annual Lease Rent or Other

Charges or any other dues/ costs/ charges payable by the Lessee in respect of the

Leased Property under this Lease Deed; and (ii) the Appropriated Amount of the

Total Lease Premium, but without any interest thereon, whereupon this Lease

Deed shall stand terminated as between the Parties hereto, without any further

claims/counter-claims on either side, and with no surviving, right, title or interest

of the Lessee in the Apartment/the Leased Property. For purposes of this clause,

in lieu of every year or part thereof which elapses out of the Lease Term until the

date of determination of the Lease under this Clause 6.7, the Lessor shall be

entitled to retain as “Appropriated Amount of the Total Lease Premium”, 1% (one

percent) of the Total Lease Premium for each such year or part thereof from the

Lease Term which elapses prior to such determination of Lease.

7. MISCELLANEOUS

7.1 NOTICE

7.1.1 Any notice, letter or communication to be made, served or

communicated unto the Parties hereto shall be in writing and shall be

deemed to be duly made, served or communicated by the other, only if

the notice or letter or communication is addressed at the address given

below (or such other addresses as may be last intimated in writing by the

respective parties in this behalf prior to such communication), and is sent

by registered post, speed post, reputed courier service or legible telefax

or e-mail (telefax / email to be followed by registered post within 24

(twenty four) hours, thereafter); or is delivered personally against

receipt. The communication is agreed to be addressed to the respective

Parties as per the following:

To the Lessee:

___________________________________

Address: ___________________________

___________________________________

Mobile No. :_________________________

Email ID: __________________________

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To the Lessor:

Head Legal

ASF Insignia SEZ Private Limited

11, Babar Lane, Bengali Market,

New Delhi - 110001.

Fax No. ______________________

E-mail: _______________________

7.1.2 Any notice, letter, request, demand or other communication delivered to

the Party to whom it is addressed as provided in this Clause 7.1.1 shall

be deemed to have been delivered, given and received: (i) if dispatched

by a registered post, speed post or reputed courier service, upon expiry

of 3 (three) Business Days from the day of such dispatch; or (ii) if sent

by telefax, upon receipt of a successful transmission report; or (iii) if

sent by email, on the day of such email transmission. In the event the

Lessor receives any notice from the Lessees (in case of joint lessee), it

shall be valid notice, only if the same is issued by the Lessee named in

Clause 7.1.1 of this Lease Deed.

7.1.3 The Lessees (in case of joint lessee) hereby, jointly and severally, agree

and confirm that notice, letter or communication to be issued by the

Lessor to the Lessees, under this Lease Deed, shall be issued only to the

Lessee’s notice whose name and address is provided in Clause 7.1.1 of

this Lease Deed. The Lessees agree and acknowledge that only if the

notice, letter or communication is issued to/ by the Lessee named in

Clause 7.1.1, will the same be valid. The Lessees, jointly and severally,

hereby confirm and assure that any notice, letter or communication to the

Lessee shall be deemed to be a valid sufficient notice or communication

to each of the Lessees and as such no separate or additional notice, letter

or communication will be required to be sent to the other Lessee.

7.2 Arbitration

7.2.1 All disputes, differences or disagreements arising out of, in connection

with or in relation to this Lease Deed, including with respect to its

interpretation, performance or termination (“Disputes”), in the first

instance shall be endeavored to be settled through good faith mutual

discussions between the Lessor and the Lessee.

7.2.2 If such Disputes are not resolved through such discussions between the

Parties within a period of 30 (thirty) days from the date receipt of such

notice by any party to other party, then all such unresolved Disputes

shall be finally decided through arbitration, to be held in accordance with

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the provisions of the Arbitration & Conciliation Act, 1996 and related

Rules (as amended from time to time). The seat/venue of arbitration shall

be New Delhi or such other place as may be mutually agreed between

the Parties in writing; and the language of such arbitration shall be

English.

7.2.3 The arbitration Tribunal shall consist of a sole arbitrator to be appointed

by the Lessor, within 30 (thirty) days from the date of receipt of a notice

by either Party for reference of such dispute in arbitration, as aforesaid.

It being clarified that of the Lessor shall appoint only a retired Judge of

the Hon’ble Supreme Court of India or the Hon’be High Courts as the

sole arbitrator, and the arbitral award pronounced by such sole arbitrator

shall be final and binding.

7.2.4 In the event, the Disputes are related, interconnected or similar to the

disputes, differences or disagreements under arbitration with any other

lessee (s) of the Residential Complex, the arbitrator shall have the power

to attach the Disputes of the Lessee and adjudicate the matter. The

Lessee agrees that in such an event the decision of the Arbitrator shall be

final and binding on all the lessee(s) concerned, including the Lessee.

7.3 Waiver

7.3.1 The failure of either Party to enforce, in any one or more instances,

performance of any of the terms, covenants or conditions of this Lease

Deed shall not be construed as a waiver or a relinquishment of any right

or claim granted or arising hereunder or of the future performance of any

such term, covenant, or condition, and such failure shall in no way affect

the validity of this Lease Deed or the rights and obligations of the Parties

hereto. The Parties acknowledge that a waiver of any term or provision

hereof may only be given by a written instrument executed by each Party

hereto.

7.3.2 Any express waiver by either Party of any default by the other Party

shall not constitute a waiver of any other default by the defaulting Party

or a waiver of any of the non-defaulting Party’s right.

7.4 Severability

Any provision of this Lease Deed which is prohibited, unenforceable or is

declared or found to be illegal, unenforceable or void shall, be ineffective only to

the extent of such prohibition or unenforceability without invalidating the

remainder of such provision or the remaining provisions of this Lease Deed or

affecting the validity or enforceability of such provision in any other jurisdiction.

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If any such invalidity substantially affects or alters the commercial basis of this

Lease Deed, the Parties shall negotiate in good faith to amend and modify the

provisions and terms of this Lease Deed as may be necessary or desirable in the

circumstances to achieve, as closely as possible, the same economic or

commercial effect as the original provisions and terms of this Lease Deed.

7.5 Authority

Each Party to this Lease Deed represents that it possesses full power and

authority to enter into this Lease Deed and to perform its obligations hereunder.

7.6 Survival

The provisions of Clauses 6, 7.1, 7.2, 7.6 and 7.8 shall survive the termination of

this Lease Deed.

7.7 Right to retain original document

After execution and registration of this Lease Deed, the original Lease Deed shall

be retained by the Lessee. The Lessor shall retain a certified true copy of the said

original (as certified by the office of the Sub-Registrar). The Lessee shall provide

the original registered Lease Deed to the Lessor, if and when requested by the

Lessor.

7.8 Jurisdiction

The validity, construction and performance of this Lease Deed shall be construed

and the legal relations between the Parties hereto shall be determined and

governed according to the laws of India. Subject to Clause 7.2, the civil courts at

Gurugram alone shall have the exclusive jurisdiction over matters arising from or

connected with or relating to this Lease Deed.

7.9 Entire Agreement

This Lease Deed constitutes the entire agreement between the Parties and revokes

and supersedes all previous agreements or writing exchanged between the Parties,

if any, concerning the matters covered herein in relation to the Apartment/Leased

Property, whether written, oral or implied. The terms and condition of this Lease

Deed shall not be changed or modified except by written amendments duly

agreed between the Parties.

IN WITNESS WHEREOF the Parties have entered into this Lease Deed on the day, month

and year first above mentioned in the presence of:

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SIGNED AND DELIVERED by the within named

For the LESSOR: For the LESSEE:

M/s. ASF Insignia SEZ Private Limited

______________________

(_____________________)

Authorized Signatory

______________________

_______________________

(Lessee)

WITNESSES:

1.

2.

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SCHEDULE I

Residential Campus Land

ALL THAT the land bearing the following Kila Nos., situated in the revenue estate of village Gwal Pahari, Tehsil Wazirabad, Dist. Gurugram:

Mustatil No.

Killa No. Residential Campus Land

Kanal Marla Acre

18 12/1 Min 0 16 0.10

18 12/2 Min 1 0 0.13

18 13 Min 3 2 0.39

18 17/2 Min 1 3 0.14

18 18 Min 7 11 0.94

18 19/1 Min 3 6 0.41

Total 16 18 2.11

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SCHEDULE II

Computation of balance amount payable against applicable Total Lease Premium

1) One Time Lease Rent :

2) Parking Charges :

3) Additional Parking Charges :

4) Preferential Location Charges (if applicable) :

5) Total Lease Premium payable :

6) Minus : amounts already paid in terms of Recital I :

7) Balance amount towards Total Lease Premium payable / paid by the Lessee at

execution of the Lease Deed :

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SCHEDULE III

Forfeiture Amount

For every year or part thereof out of the Lease Term which elapses before determination of

the Lease under Clauses 6.2 to 6.4 hereof, the Lessor shall be entitled to forfeit 1% (one

percent) of Total Lease Premium, subject to forfeiture of a minimum of 30% (thirty percent)

of the Total Lease Premium. Provided however, that, if the Lease is determined during or at

elapse of the 99th year of the Lease Term, then 100% (hundred percent) of the Total Lease

Premium shall stand forfeited / appropriated.

For sake of clarity, basis for determination of forfeiture amounts under different scenarios are

illustrated hereunder:

a) If lease is determined during the 30th year of Lease Term or anytime earlier than that :

30% (thirty percent) of the Total Lease Premium shall be forfeited;

b) If lease is determined during 31st year of Lease Term : 31% (thirty one percent) of the

Total Lease Premium shall be forfeited;

c) If lease is determined in say the 48th year of the Lease Term : 48% (forty eight percent)

of the Total Lease Premium shall be forfeited;

d) If lease is determined during the 98th year of the Lease Term : 98% (ninety eight percent)

of the Total Lease Premium shall be forfeited;

e) If lease is determined during the 99th year of the Lease Term : 100% (hundred percent) of

Total Lease Premium shall be forfeited.

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Annexure 2

AS APPLICABLE

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Annexure 3

Facilities/Amenities/Services at the Residential Complex

1. Badminton Court

2. Half Basket Ball Court

3. Playground / park for kids

4. Space for Car parking shall be provided in the basement.

5. Club house, having facilities such as :

(a) Gym / Fitness Centre

(b) Swimming Pool

(c) Function lounge / Multipurpose Hall/Terrace

(d) Bar and Food &Beverage outlet

Note: (1) The facilities/amenities/services listed above may undergo a change based on

user feedback and changes in amenities scheme for the Residential Complex (if

and as desired by the Lessor), and as required by the Applicable Laws.

(2) Usage and amenities provided at the Residential Complex shall be subject to

applicable conditions / terms.

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Annexure 4

Floor Plans

[Note: The relevant applicable floor plans out of the under mentioned floor plan shall be

attached.]

2BHK/3BHK + STUDY

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Annexure 5

Assignment Application

Dated ________________

To,

M/s. ASF Insignia SEZ Pvt. Ltd

362-363, UdyogVihar, Phase-IV,

Gurgaon-122016.

Subject: Application seeking grant of no-objection certification for assignment in

accordance with lease deed dated _____________ (the “Lease Deed”)

Dear Sir(s) / Madam(s),

I/We, (i) Mr./Ms. ______________________________________________________, S/o /

D/o / W/o _____________________________, Resident of________________________;

and (ii) Mr./Ms. ____________________________, S/o / D/o / W/o

_________________________, Resident of ____________________

___________________; OR (iii) M/s._________________________________

__________________________________, a company incorporated under the Companies

Act, 1956, having its office at

__________________________________________________________________________

(hereinafter referred to as the “Lessee”) intend to assign the leasehold rights and interests in

____________________________________

___________________________________________________________________________

___________ (“Leased Property”)

to____________________________________________________________ (“Proposed

Assignee”).

To enable you to consider my/our request to apply for Assignment of the Leased Property,

I/we hereby enclose a banker’s cheque / cheque bearing no.__________, dated__________,

for a sum of Rs. ______________ (Rupees _____________ __________________________

Only), drawn on_____________________ Bank in favour of ASF Insignia SEZ Pvt. Ltd.,

payable at New Delhi/PAR; towards Assignment Charges in accordance with Clause ______

of the Lease Deed; and particulars of the Proposed Assignee as per the attachment.

In connection with the above, the Lessee(s) hereby agree and confirm:

i. To procure execution of deed of adherence from the Proposed Assignee in favor of the

Lessor (as per the format specified by the Lessor) confirming and agreeing to adhere

For Company Use only

Assignment Application Received by:

Name : ...........................................

Designation : ...................................

Ref no : ...........................................

Received on ...................................

at …………………………AM/PM

Signature .........................................

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to the terms of the Lease Deed and for undertaking to fully perform and comply with

all obligations assured by the Lessee under the Lease Deed upon such transfer;

ii. That there are no outstanding dues/ liabilities in respect of the Leased Property,

including any other costs/ charges/ levies/ dues connected with or relating to the

Leased Property or as contemplated in the Lease Deed. In the event any such dues/

liabilities/ costs/ charges/ levies/ duties/ damages etc. arise or are found to be

outstanding in terms of the Lease Deed which relates to the period before the date of

assignment shall be solely borne by me/us;

iii. That the Lessor has not issued any notice to the Lessee alleging any breach under the

Lease Deed, which as of the date of this application is not remedied; and

iv. That this application shall be considered by the Lessor on merits subject to realization

of my/ our cheque deposited towards the Assignment Charges and subject to my/our

complying with all terms applicable to the Assignment.

The undefined capitalized terms used in this document shall have the same meaning as

ascribed to such terms in the Lease Deed.

I/We request the Lessor to provide no-objection certificate permitting me/us to assign my/our

leasehold rights and other interest in the Leased Property pursuant to the Lease Deed.

I/We the Lessee look forward to your early favorable consideration and response.

Thanking you,

Yours Sincerely,

For ____________________ (Company name, if applicable)

Name : _________________

(Lessee)

Designation : _________________________

Address : ____________________________

Profession : __________________________

Name of Employer: ____________________

Mobile No.________________________

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Attachment to the Assignment Application

(1) I/We (the Lessee) hereby submit the following particulars of the Proposed Assignee

for reference and records of the Company/Lessor:

(i) SOLE/ FIRST PROPOSED ASSIGNEE

Mr./ Mrs./Ms………………………………………………

S/W/D of …………………………………………….…….

Nationality…………………….……… Age….…………..

Profession ………………………………………….………

Residential Status (to be specified)…………….………….

(Resident/Non-Resident/Foreign National of Indian Origin)

Income Tax Permanent Account No………………………

Aadhar no. (If any) …………………........

Mailing Address …………………………………………….…………………

…………………………………………………………………………………

Tel No. (R): ………………………… Fax No. ……………………………

Mobile No. …………………………… Email ID……………………………

(ii) JOINT OR SECOND ASSIGNEE

Mr./ Mrs./Ms………………………………………………

S/W/D of …………………………………………….…….

Nationality…………………….……… Age….…………..

Profession ………………………………………….………

Residential Status (to be specified)…………….………….

(Resident/Non-Resident/Foreign National of Indian Origin)

Income Tax Permanent Account No………………………

Aadhar no. (If any)…………………........

Mailing Address …………………………………………….…………………

…………………………………………………………………………………

Tel No. (R): ………………………… Fax No. ……………………………

Mobile No. …………………………… Email ID……………………………

(iii) PROPOSED ASSIGNEE BEING A COMPANY (if applicable)

M/s._______________________________________________________________ a

company incorporated under the Companies Act, 1956, having its corporate

identification no. ___________________ and having its registered office at

____________________________________________________________________

through its duly authorized signatory Shri/Smt. ______________________________

authorized by Board resolution dated ____________.

Name:…………………………………………………………….

Designation: …………………………………………………….

S/W/D of …………………………….…………………………..

Present Relationship with the Lessor, if any:……………....…..

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Address: ………………………………………………………….

………………………………….Phone (O):…………………….

(M)…………………………………………..

Fax: …………………………………………

E-mail: ………………………………………

(2) I/We (the Lessee) hereby also submit the self- attested copies of the following

documents of the Proposed Assignee along with this Assignment Application, to

enable the Company to process Assignment of the Leased Property in favour of the

Proposed Assignee:

S.

No.

Proposed

Assignee

Particulars of Documents Required Check list

1 Resident

Indian

1. PAN card OR Form 60 (declaration by

persons not having a PAN and entering

into transactions specified in rule 114B

of the Income Tax Rules) OR Form 49

A (application made for the allotment

of PAN Card);

2. Copy of the Address Proof (Copy of

Passport, Driving License, Election ID

card etc.)

3. 4 (four) Passport size photographs

[ ] Yes [ ] NO

[ ] Yes [ ] NO

[ ] Yes [ ] NO

2

Foreign

National

(OCI)

1. Details of the Foreign Inward

Remittance from the account of

Applicant(s) / NRE / FCNR

2. Form IPI-7 and

3. Copy of the Passport


[ ] Yes [ ] NO

[ ] Yes [ ] NO

[ ] Yes [ ] NO

[ ] Yes [ ] NO

3 Non Resident

Indian (NRI)

1. Details of the Foreign Inward

Remittance from the account of

Applicant(s) / NRE / NRO A/c.

2. Copy of the Passport


[ ] Yes [ ] NO

[ ] Yes [ ] NO

[ ] Yes [ ] NO

4 Company 1. Copy of the Board Resolution passed

by the board of directors of the

company authorizing the above named

individual(s) to sign Deed of

Adherence and other documents related

to Assignment.

2. Memorandum & articles of association

of the company

3. Copy of PAN card.

4. 4 (four) Passport size photographs of

the authorized representative.

5. Copy of the Address Proof (Copy of

Passport, Driving License, Election ID

[ ] Yes [ ] NO

[ ] Yes [ ] NO

[ ] Yes [ ] NO

[ ] Yes [ ] NO

[ ] Yes [ ] NO

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card etc.) of the above named

authorized representative of the

Company.

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Acknowledgement Receipt

(FOR COMPANY USE ONLY)

Ref no.: ______________

Received with thanks, Assignment Application in respect of Apartment no. ___ in Building

Block _____, from Mr./Mrs./M/s. _______________________ (the “Lessee”); along with

payment of a sum of Rs. ______________________/- (Rupees

_______________________________________ Only), vide Banker’s cheque / cheque,

bearing no. ____________, dated _______________, drawn on

___________________________ Bank, in favour of ASF Insignia SEZ Private Limited,

payable at New Delhi towards Assignment Charges.

Receipt Acknowledged

for & on behalf of

ASF Insignia SEZ Pvt. Ltd.

Name: ______________________________

Designation: _________________________

Date: _______________________________

Place: _______________________________

Note: You are requested to quote the above Reference no. in all your future correspondences

and retain this receipt until the completion of Assignment process.

LEASE DEED This LEASE DEED ( BY AND BETWEEN

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