DEED OF HYPOTHECATION

BY

SAMHI HOTELS PRIVATE LIMITED

(As the Borrower)

IN FAVOUR OF

VISTRA ITCL (INDIA) LIMITED

(Formerly known as IL&FS Trust Company Limited)
(As the Security Trustee)
 DEED OF HYPOTHECATION

THIS DEED OF HYPOTHECATION (this “Deed”) is executed at New Delhi on this

.......................................... day of .......................................... , 2017.

BY

SAMHI HOTELS PRIVATE LIMITED, a company, incorporated under the Companies

Act, 1956 and having corporate identity number as U55101DL2010PTC211816 and having
its registered office at D-28, 2nd Floor, South Extension-I, South Delhi, New Delhi, India –
110 049, India (hereinafter referred to as the “Borrower”, which expression shall, unless it
be repugnant to the context or meaning thereof, mean and include its successors and
permitted assigns) of the FIRST PART.

IN FAVOUR OF

VISTRA ITCL (INDIA) LIMITED (FROMERLY KNOWN AS IL&FS TRUST

COMPANY LIMITED), a company incorporated under the Companies Act, 1956, having
its registered office at IL&FS Financial Centre, Plot C 22, G Block, Bandra Kurla Complex,
Bandra (East) Mumbai - 400051, and having an office at 28th Floor, Gift City, Tower One,
Gandhinagar, Ahmedabad 382355, in its capacity as a security trustee for the Secured Parties
(hereinafter referred to as the “Security Trustee”, acting for and on behalf of the Secured
Parties, which expression shall unless it be repugnant to the context or meaning thereof, be
deemed to mean and include its successors and assigns); of the SECOND PART

(The Borrower and the Security Trustee are hereinafter collectively referred to as “Parties”
and individually as a “Party”.)

WHEREAS:

A. The Borrower has undertaken the construction and development of 148 key
Fairfield by Marriot hotel in Rajaji Nagar, Bengaluru (hereinafter referred to as “the
Project”).

B. The Lenders (as defined hereinbelow), at the request of the Borrower has
granted/agreed to grant the following fund based and non-fund based facilities:

(i) a rupee term loan of INR 665,000,000 (Rupees Six Hundred and Sixty Five
Million only) ("Rupee Facility") on the terms and conditions set out in a
rupee loan agreement dated ____________________ (the "Rupee Loan
Agreement") and the other Finance Documents (as defined hereinafter);

(ii) a performance bank guarantee of INR 35,000,000 (Rupees Thirty Five

Million only) ("Performance Bank Guarantee") having the following sub
- limits, on the terms and conditions set out in the master facility agreement
dated _____________________ (the "MFA") and the other Finance
Documents:

(a) A financial bank guarantee of INR 35,000,000 (Rupees Thirty Five

Million only) ("Financial Bank Guarantee") (the Performance
Bank Guarantee and Financial Bank Guarantee collectively known
as "BG Facilities");

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 (b) A sight/usance letters of credit facility of INR 35,000,000 (Rupees
Thirty Five Million only) ("LC Facility"); and

(c) A letter of undertaking for buyers credit facility of INR 35,000,000

(Rupees Thirty Five Million only) ("LUT Facility");

(iii) a dropline overdraft facility of INR 300,000,000 (Indian Rupees Three

Hundred Million only) ("OD Facility") on the terms and conditions set out
in the MFA and the other Finance Documents;

(together the Rupee Facility, the BG Facilities, the OD Facility, the LC Facility and
the LUT Facility are hereinafter referred to as the "Facilities" and the Rupee Loan
Agreement and the MFA are hereinafter referred to as the "Facility Agreements").

C. At the request of the Borrower and the Lenders, Vistra ITCL (India) Limited
pursuant to the Security Trustee Agreement dated ________________, 2017, as
amended from time to time (the “Security Trustee Agreement”) has agreed to act
as trustee for the Lenders and to hold the security to be created pursuant to the
Finance Documents in accordance with the respective terms thereof, in trust for the
benefit of the Secured Parties (as defined hereunder).

D. One of the conditions of the Facility Agreements is that the Facilities together with
all interest (including any further interest/default interest, if any), liquidated
damages, if any, Commission (as defined in the MFA), fees, premia on prepayment
or on redemption, costs, charges, expenses and all other monies whatsoever
stipulated in or payable under the Finance Documents shall be secured, inter alia,
by an exclusive charge by way of hypothecation on the Hypothecated Assets (as
herein below defined) in favour of the Security Trustee, upon trust for the benefit of
the Secured Parties in accordance with the terms of this Deed.

E. Accordingly, the Security Trustee has called upon the Borrower to execute these
presents, which the Borrower has agreed to do in the manner hereinafter expressed.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1. DEFINITIONS AND CONSTRUCTION

1.1 Definitions

Capitalised terms used in this Deed unless otherwise defined herein shall have the
meanings accorded to such terms in the (i) Rupee Loan Agreement with respect to the
Rupee Facility; and (ii) the MFA with respect to the OD Facility, BG Facilities, LC
Facility and LUT Facility. In this Deed, the following terms shall have the following
meanings:

Applicable Law” shall mean with respect to any Party, any statute, law, regulation,
ordinance, rule, judgment, rule of law, order, decree, clearance, approval, directive,
guideline, policy requirement, or other governmental restriction or any similar form of
decision, or determination by, or any interpretation or administration of any of the
foregoing by any statutory or regulatory authority or government agency, whether in
effect as of the date of this Deed or thereafter and as amended, modified or substituted
from time to time.
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“Encumbrance” means any form of transfer, mortgage, charge, pledge, lien,
hypothecation, assignment, escrow arrangement, trust arrangement, conditional sales
contract, claim, security interest, title defect, third party custody, disposal, lien,
encumbrance, alienation, undertaking or option in favour of any person, title retention
or other arrangement of any kind having the effect of conferring on or in favour of any
Person, security or other interest or right of any nature whatsoever.

“Escrow Account” shall mean the escrow account established in terms of the Escrow
Account Agreement.

“Escrow Account Agreement” shall mean the escrow account agreement on or about
the date of this Agreement executed by and between the Borrower, the Lenders and the
Escrow Agent for the purpose of setting up of the Escrow Account for the Project and
to set out the priority of the cash flows.

“Escrow Agent” shall mean YES Bank Limited, Chanakyapuri branch, having its
office at 11/48, Shopping Centre, Diplomatic Enclave, Malcha Market, Chanakya
Puri, New Delhi - 110021.

“Facilities” shall have the meaning ascribed to it in Recital B hereof.

“Facility Agreements” shall have the meaning ascribed to it in Recital B hereof.

“Final Settlement Date” shall mean the date on which all the obligations under the
Facility Agreements and the other Finance Documents or arising out of the
commitments and agreements made by the Borrower under or pursuant the Facility
Agreements and other Finance Documents shall have been unconditionally paid and
discharged in full to the satisfaction of the Lenders;

“Finance Documents” shall mean:

(i) this Deed;
(ii) Rupee Loan Agreement;
(iii) MFA;
(iv) Escrow Account Agreement;
(v) Borrower’s Undertaking (General);
(vi) Borrower’s Undertaking (Defaulter’s List);
(vii) Keyman Undertaking;
(viii) mortgage deed/mortgage documentation;
(ix) Security Documents;
(x) Director’s declaration (if applicable);
(xi) Demand Promissory Note(s);
(xii) Letter(s) of Continuity with respect to Demand Promissory Note(s);
(xiii) Security Trustee Agreement;
(xiv) Letter(s) of General Lien and Setoff;
(xv) Undertaking-cum-Indemnity;
(xvi) Facility Letter(s) (as defined in the Rupee Loan Agreement);
(xvii) such documents as may be required to be executed or obtained under, pursuant
to, or in connection with the Finance Documents/ Facilities and other related
agreements or to perfect and validate the Finance Documents and/or to protect
rights of the Lenders; and

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(xviii) any other agreement or document relating to the above, which the Lenders and
the Borrower mutually designate as a Finance Document.

“First Hypothecated Property” shall have the meaning given to the term in Clause 3
of this Deed.

“Hypothecated Assets” shall mean collectively the First Hypothecated Property, the
Second Hypothecated Property and the Third Hypothecated Property.

“Indebtedness” means all amounts due under the Facilities, including interest,
additional interest, commission, commitment charges, interest tax, prepayment
charges, costs, expenses and include all other amounts whatsoever payable/repayable
by the Borrower to the Lenders under the Facility Agreements, the other Finance
Documents and/or in connection with the Facilities.

“Lenders” means YES Bank Limited, a company incorporated and registered under
the Companies Act 1956 and a banking company within the meaning of section 5(c)
of the Banking Regulation Act, 1949 and having its registered office at Nehru Centre,
9th Floor, Discovery of India, Worli, Mumbai 400 018 and a branch office, inter alia,
at Chanakyapuri, New Delhi and shall include any Person who becomes a Lender in
terms of the Finance Documents ans shall include their respective successors, agents,
novatees and assigns.

“Master Facility Agreement” or “MFA” shall have the meaning ascribed to it in

Recital B hereof.

“Person” means an individual, a proprietary concern, a partnership firm, an

association, a corporation, a limited company, a trust, a body corporate, bank or
financial institution or any other body, whether incorporated or not.

“Project” shall have the meaning ascribed to it in Recital A hereof.

“Receivables” shall mean receivables of the Borrower, including but not limited to all
present and future credit card receivables, all other billed and unbilled receivables from
group companies (present and future) and all trade receivables (present and future) of
the Borrower, other than the receivables to be charged to lenders of the Borrower in
relation to other projects.

“Receiver” shall have the meaning ascribed to the term in Clause 7 of this Deed.

“Rupee Loan Agreement” shall have the meaning ascribed to it in Recital B hereof.

“Second Hypothecated Property” shall have the meaning given to the term in Clause
3 of this Deed.

“Secured Parties” the Lenders, the Security Trustee, any person who becomes a
lender in terms of the Finance Documents and shall include their respective
successors, transferees, novatees and assigns.

“Security Documents” shall collectively mean this Agreement, declaration,

memorandum of entry, deeds of hypothecation, lien, undertakings, writings and
any other document executed in relation to creation and perfection of the Security
Interest in terms of the Finance Documents in favour of the Security Trustee to

Page 5
 secure the Facilities granted by the Lender to the Borrower and include all the
amendments, schedules, annexures thereto.

“Security Interest” means any mortgage, pledge, hypothecation, assignment, deposit

arrangement, Encumbrance, charge, hypothecation, lien (statutory or other),
preference, priority, guarantee or other security agreement of any kind or nature
whatsoever including, without limitation, (i) any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under any
recording or notice statute, and any lease having substantially the same effect as any of
the foregoing, and (ii) any designation of loss payees or beneficiaries or any similar
arrangement under any insurance contract.

“Security Trustee Agreement” shall have the meaning ascribed to it in Recital C

hereof.

“Third Hypothecated Property” shall have the meaning given to the term in Clause
3 of this Deed.

1.2 Principles of Construction in this Deed

Unless the context otherwise requires:

1.2.1 References to clauses, annexures and exhibits are, unless specified to the
contrary, to be construed as references to clauses of and exhibits to this Deed

1.2.3 The term ‘assets’ shall include present and future properties, revenues and
rights of every description in relation to the Project.

1.2.4 Persons shall include bodies corporate and vice versa.

1.2.5 The headings at the beginning of this Deed, the use of bold typeface and head
notes at the beginning of each clause are for convenience of reference only and
shall not affect the construction hereof.

1.2.6 References herein to any enactment, agreement, license or other instrument

shall be deemed to include reference to such enactment, agreement, license or
other instrument as re-enacted, amended or extended.

1.2.7 Reference to an “amendment” includes a supplement, modification, novation,

replacement or re-enactment and “amended” is to be construed accordingly;

1.2.8 Unless the context otherwise requires, the singular includes the plural and vice
versa;

1.2.9 The words ‘hereof’, ‘herein’, and ‘hereto’ and words of similar import when
used with reference to a specific Clause in, this Deed shall refer to such Clause
in, the Deed, and when used otherwise than in connection with specific
Clauses shall refer to the Deed as a whole;

1.2.10 A reference to a Clause unless indicated to the contrary, a reference to a clause

or schedule to this Deed;

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1.2.11 References to this Deed shall be construed as references also to any separate or
independent stipulation or agreement contained in it;

1.2.12 The words “other”, “or otherwise” and “whatsoever” shall not be construed
ejusdem generis or be construed as any limitation upon the generality of any
preceding words or matters specifically referred to;

1.2.13 References to the word “includes” or “including” are to be construed without

limitation;

1.2.14 References to a person shall include such person’s successors and permitted
assignees/transferees;

1.2.15 All references to agreements, documents, deeds or other instruments include

(subject to all relevant approvals) a reference to that agreement, document,
deed or instrument as amended, supplemented, substituted, novated or
assigned from time to time;

1.2.16 Words importing a particular gender include all genders;

1.2.17 Any reference to a public organisation shall be deemed to include a reference

to any successor to such public organisation or any organisation or entity
which has taken over the functions or responsibilities of such public
organisation;

1.2.18 The provisions contained herein shall be read in conjunction with the
provisions of the Security Trustee Agreement.

1.2.19 References to “Security Trustee” shall unless specified otherwise mean

references to Security Trustee acting for the benefit of Lenders, from time to
time;

1.2.20 References to any law shall include references to such law as it may, after the
date of this Deed, from time to time be amended, supplemented or re-enacted;

1.2.21 Words and abbreviations, which have well known technical or

trade/commercial meanings are used in the document in accordance with such
meanings;

1.2.22 Any consent, approval, determination, waiver or finding to be given or made

by the Lenders and/or the Security Trustee shall be made or given by each of
the Lenders and/or the Security Trustee in their sole discretion;

1.2.23 Any determination with respect to the materiality or reasonability of any

matter including of any event, occurrence, circumstance, change, fact,
information, document, authorization, proceeding, act, omission, claims,
breach, default or otherwise under this Deed shall be made by the Security
Trustee (based on the instruction of the Lenders) and shall be binding on the
Borrower.

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2. COVENANT TO REPAY

In pursuance of the Facility Agreements and the other Finance Documents and in
consideration of the Lenders providing/agreeing to provide the Facilities to the
Borrower, subject to the terms and conditions set out in the Facility Agreements and
the other Finance Documents, the Borrower does hereby covenant with the Security
Trustee that it shall comply with the terms of the Facility Agreements and the other
Finance Documents, and repay the Facilities to the Lenders and shall pay to the
Lenders all interest (including any further interest/default interest, if any), liquidated
damages, if any, Commission, fees, premia on prepayment, financing charges, fees
and/or remuneration, costs, charges and expenses and all other monies and other
amounts due and payable to the Lenders and all fees and/or remuneration payable to
the agents including to the Escrow Agent and the Security Trustee under the Facility
Agreements and the other Finance Documents as stipulated and in the manner set out
in the Finance Documents and duly observe, perform and discharge all the terms and
conditions of the Facility Agreements and the other Finance Documents.

3. CHARGE

3.1 In pursuance of the Facility Agreements and the other Finance Documents and for the
consideration aforesaid and as continuing security for the payment and discharge of
the Indebtedness, the Borrower as the absolute owners of the Hypothecated Assets
does hereby hypothecate, in favour of the Security Trustee, upon trust for the benefit
of the Secured Parties,

i. by way of an exclusive charge over all movable, current assets (including

receivables) and moveable fixed assets of the Borrower exclusively in relation
to the Project, both present and future, whether installed or not and whether
now lying loose or in cases or which are now lying or be stored in or around
and shall during the continuance of these presents be brought into or upon or
be stored or be in or in the Borrower’s premises, godowns and Project site
and/or wherever else the same may be or be held by any party to the order or
disposition of the Borrower or in the course of transit or in high seas or on
order or delivery, and all replacements thereof and additions thereof, whether
by way of substitution, replacement, conversion, nationalization or otherwise,
howsoever, together with all benefits, rights and incidentals attached thereto
which are now or shall at anytime hereafter be owned by the Borrower AND
ALL estate, right, title, interest, property, claims and demands, whatsoever, of
the Borrower unto and upon the same, which description shall include all
properties of the above description, whether presently in existence or acquired
hereafter, more particularly described in the SCHEDULE-I hereto
(collectively, the “First Hypothecated Property”) TO HAVE AND TO
HOLD all and singular the First Hypothecated Property as security for the
Indebtedness, unto and to their use absolutely, upon trust and for the benefit of
the Secured Parties as and by way of an exclusive charge.

ii. by way of an exclusive charge over all rights, title, benefits and claims in
relation to the “Receivables” of the Borrower other than the ones exclusively
charged or to be charged to other specific Project lenders in the Borrower,
wherever the same may be or be held by any party to the order or disposition of
the Borrower and which are now or shall at anytime hereafter be owned by the
Borrower (the “Second Hypothecated Property”) TO HAVE AND TO

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 HOLD all and singular the Second Hypothecated Property as security for the
OD Facility, unto and to their use absolutely, upon trust and for the benefit of
the Secured Parties as and by way of an exclusive charge.

iii. by way of an exclusive charge over all rights, title, interest, benefits and claims
in relation to the debt service reserve amount maintained by the Borrower in
form of Fixed Deposit (FD) for an amount equivalent to (i) 1 (one) quarter of
interest payable in relation to the Rupee Facility to be created upfront and (ii) 1
(one) quarter of principal payable in relation to the Rupee Facility to be
created within 1 (one) month prior to the repayment due date, starting from
________ (the “Third Hypothecated Property”) TO HAVE AND TO
HOLD all and singular the Third Hypothecated Property as security for the
Rupee Facility, unto and to their use absolutely, upon trust and for the benefit
of the Secured Parties as and by way of an exclusive charge.

The Borrower hereby agrees and undertakes that it shall not create or suffer any
mortgage, charge, lien, hypothecation or other encumbrances affecting the
Hypothecated Assets or any of them or any part thereof except with the specific prior
written approval of the Lenders.

4. RANKING OF CHARGE

The hypothecation and charge created hereunder over the Hypothecated Assets in
favour of the Security Trustee for the benefit of the Secured Parties shall be by way of
an exclusive charge and shall rank in priority to interests of all other Persons.

5. SECURITY

5.1 Continuing Security

(a) The Borrower hereby agrees and confirms that the hypothecation created/to be
created in terms of this Deed shall be a continuing security for the payment of
the Indebtness and the due performance by the Borrower of their obligations
under the Finance Documents.

(b) This Deed and the Security Interests created hereunder, are and shall be a
continuing security and shall remain in full force and effect until the Final
Settlement Date and the Secured Parties have provided their discharge
certificates.

(c) Any intermediate satisfaction by the Borrower, or by any other Person, of the
whole or any part of the Indebtedness, winding up (voluntary or otherwise),
any merger or amalgamation, reconstruction or otherwise of the Borrower with
any other company, takeover of the management or nationalisation of the
undertaking of the Borrower shall not affect, impair or discharge the liability of
the Borrower hereunder.

(d) The Security Interests created herein may be enforced by the Security Trustee
for the benefit of the Secured Parties against the Borrower in accordance with
the Finance Documents without the Security Trustee first having taken
recourse to any of its other rights.

5.2 Other remedies

The Security Interests created hereunder are in addition to, and shall neither be merged
in, nor in any way exclude or prejudice, or be affected by any other Security Interest,

Page 9
 right of recourse or other right whatsoever (or the invalidity thereof) which the
Security Trustee may (for the benefit of the Secured Parties) now or at any time
hereafter hold or have or be entitled to (or would apart from the Security Interests
created hereunder hold or have) as regards the Borrower or any other Person in respect
of the Indebtedness.

5.3 Effectiveness of Hypothecation and Perfection of Security

This Deed shall become effective on the date of this Deed without the requirement of
any further action by any of the Parties on the terms and conditions contained herein.

The Borrower shall forthwith, and in any case prior to first disbursement under the
relevant Facility Agreements, take all steps and actions to perfect the Security Interest
created by the Borrower in the Hypothecated Assets in the terms of this Deed
including without limitation, filing of Form CHG 1 with the Registrar of Companies
and payment of such fees as may be prescribed. The Borrower shall promptly, upon
receipt, deliver to the Security Trustee certified true copies of the receipts and
certificates endorsing the registration evidencing the filing of such Form CHG 1 and
the creation and perfection of the charges in favour of the Security Trustee.

6. AFFIRMATIVE COVENANTS OF THE BORROWER

6.1 In further pursuance of the Facility Agreements and for the consideration aforesaid,
the Borrower does hereby further agrees, declares and covenants (as the case may be)
with the Security Trustee as follows:

i. That the Hypothecated Assets are and will at all times be the absolute property
of the Borrower at the sole disposal of the Borrower and, are free from any
charge, trust, hypothecation, pledge, lien, claim or Encumbrance and as to
future assets in relation to the Project the same shall likewise be
unencumbered, and the absolute and disposable property of the Borrower with
full power of disposition over the same.

ii. That the Hypothecated Assets and all sales proceeds, realisations and
insurance proceeds in relation to the Hypothecated Assets shall be deposited in
the Escrow Account and distributions shall only be as per the terms of the
Escrow Account Agreement and/or Finance Documents . The Security Trustee
and the Borrower will not create and/or permit the creation of any further
mortgage, charge, lien, pledge or Encumbrance thereon, nor permit any
attachment or distress affecting the same or any part thereof nor do anything
which would prejudice the Security Interest created under these presents, save
as otherwise permitted by the Lenders and/or Security Trustee (on instructions
of the Lenders).

iii. All the said Hypothecated Assets of the Borrower hypothecated and charged to
the Security Trustee shall be treated as moveable property and not as
immoveable property.

iv. That the Borrower shall at their expenses keep the Hypothecated Assets in
good and marketable condition and, if stipulated by the Security
Trustee/Lenders, insure such of the Hypothecated Assets which are of
insurable nature, with the name of the Security Trustee endorsed as the loss
payee in the insurance policy, in name of the Borrower against any loss or
damage by theft, fire, lightning, earthquake, explosion, riot, strike, civil
Page 10
 commotion, storm, tempest, flood, erection risk, war risk and such other risks
as may be determined by the Lenders and in accordance with the Finance
Documents including all marine, transit and other hazards incidental to the
acquisition, transportation and delivery of the relevant Hypothecated Assets to
the place of use or installation. The Borrower shall within 15 (fifteen) days of
obtaining the insurance cover in relation to the Hypothecated Assets deliver to
the Security Trustee, the notarised certified true copies of policies of insurance
and maintain such insurance throughout the continuance of the security of
these presents and deliver to the Security Trustee the renewal receipts/
endorsements / renewed policies thereof and till such insurance policies /
renewal receipts / endorsements are delivered to the Security Trustee, the same
shall be held by the Borrower in trust for the Security Trustee. The Borrower
shall duly and punctually pay all premia and shall not do or suffer to be done or
omit to do or be done any act which may invalidate or avoid such insurance. In
default the Security Trustee/ Lenders may (but shall not be bound to) keep in
good condition and render marketable the relevant Hypothecated Assets and
take out/ renew such insurance. Any premium paid by the Security Trustee/
Lenders and any costs, charges and expenses incurred by them in relation to
the such insurance shall forthwith and in any event within a period of 5 (five)
Business Days, on receipt of a notice of demand from the Security Trustee/
Lenders be reimbursed by the Borrower together with interest thereon at the
relevant rate(s) specified under the Security Trustee Agreement and the
Finance Documents, from the date of payment till reimbursement thereof and
until such reimbursement by the Borrower, the same shall be a charge on the
Hypothecated Assets and shall form a part of the Indebtedness of the
Borrower. That all sums received under any such insurances as aforesaid shall
at the option of and in the reasonable discretion of the Escrow Agent in
consultation with the Lenders be applied towards reinstating to the extent
relevant the Hypothecated Assets, in favour of the Security Trustee for the
benefit of the Secured Parties or be applied in or towards payment/repayment
of the Facilities, together with all interest at the agreed rate, and all other
moneys due to the Lenders, under the Facility Agreements and other Finance
Documents.

v. The said Hypothecated Assets are and shall continue to be the absolute
property of the Borrower, and the same are free and shall continue to be free
from any charge, lien, trust or other Encumbrances and attachments save and
except the encumbrance created in favour of the Security Trustee for the
benefit of the Secured Parties and that the Borrower have not done or suffered
to be party or privy to anything done or suffered to be done whereby the
Borrower is in any way prevented from charging/hypothecating the said
Hypothecated Assets in a manner herein stated.

vi. The Borrower shall at all times during the continuance of these presents and
the Security Interest hereby created, except as otherwise expressly permitted
hereby or by the Finance Documents, duly and punctually pay any imposts,
duties, taxes, premia and outgoings which become lawfully payable by the
Borrower in respect of the Hypothecated Assets or any part thereof or the
carrying out by the Borrower or maintenance of any business or operations
thereon and shall prevent any part of such Hypothecated Assets from
becoming charged with the payment of any imposts, duties and taxes lawfully
payable by the Borrower.

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vii. The Security Trustee (acting for the benefit of the Lender ) or the nominees of
the Security Trustee shall, with prior 7 days notice and during business hours
and at the risk and expense of the Borrower, be entitled at all times to enter any
place where the Hypothecated Assets may be and inspect, value, insure,
superintend the disposal of and take particulars of all or any part of the
Hypothecated Assets and check any statement, accounts, reports and
information.

viii. That the Borrower has full power, capacity and authority to execute, deliver
and perform all their obligations under this Deed and have taken all necessary
action and have obtained all necessary approvals (corporate, statutory or
otherwise) to comply with the conditions and covenants contained herein.

ix. That the Borrower is in compliance with and shall continue to comply with all
applicable laws and regulations and with terms and conditions of all applicable
consents and authorizations as required for the Project.

x. That neither the execution nor the delivery or performance of any obligations
under this Deed shall contravene any provision of Applicable Law or any
order, writ, injunction or decree of any court or governmental authority
binding the Borrower or violate any terms or provisions of its constitutional
documents or any applicable statute, charter, rule or regulation nor conflict
with or result in the breach of any of the terms, conditions and provisions of or
constitute default or require any consent under any indenture, agreement,
approval, license or other instrument to which the Borrower are a party or by
which they are bound.

xi. The Borrower shall promptly advise the Lenders/Security Trustee of any Event
of Default or event, which with the passing of time, giving notice or making of
a determination may become an Event of Default under the Finance
Documents.

xii. This Deed, and the Security Interest created in terms hereof, constitutes a valid
and legally binding obligation enforceable against the Borrower in accordance
with its terms.

xiii. The Borrower is not, will not be entitled to, and will not claim immunity for
themselves or any of their assets from suit, execution, attachment or other legal
process in any proceedings in relation to this Deed.

xiv. The Borrower shall provide to the Security Trustee, upon reasonable notice, all
such information, statements and returns, including in respect of the
Hypothecated Assets, as may be called for by the Security Trustee.

xv. The Borrower undertakes that it shall, upon reasonable notice, make available
to the Security Trustee and their respective agents and nominees at all times
information, statements, record, documents of the Hypothecated Assets as may
be required by the Security Trustee.

xvi. In the event of any Event of Default under the Finance Documents, the
Security Trustee/Lenders or their nominees or authorised representatives shall

Page 12
 be entitled to exercise all such rights and remedies specified under the Finance
Documents.

xvii. The Borrower undertakes that any further writings, documents, confirmations,
etc. required to be provided to confirm, continue, strengthen or reiterate the
validity of or to carry into effect the provisions of this Deed or to ensure the full
benefit and advantage of the Hypothecated Assets or to perfect or enforce the
security created herein, shall be provided by the Borrower on demand by the
Secured Parties.

xviii. The Borrower agrees to execute, upon reasonable notice, such further
documents as may be required by the Lenders and/or the Security Trustee in
respect of the maintenance or realisation of the Hypothecated Assets created
hereby.

xix. That the Borrower shall not, on happeing of an Event of Default, deal with any
of the Hypothecated Assets in any manner whatsoever without prior written
consent of the Security Trustee.

6.2 Negative Covenants

(a) The Borrower shall not alienate or create any Security Interest or Encumbrance
upon or over the Hypothecated Assets, or any part thereof, other than the
Security Interest created in terms of this Deed; and

(b) The Security Trustee shall be at liberty to incur all costs and expenses as may
be necessary to preserve the Hypothecated Assets and to maintain the same
undiminished and claim reimbursement thereof from the Borrower.

6.3 Reporting requirements

The Borrower shall, whenever required by the Security Trustee/Lenders give

particulars, in the manner and form as may be prescribed by the Security
Trustee/Lenders, of all the assets of the Borrower and of the Hypothecated Assets and
shall furnish and verify all statements, reports, returns, certificates and information
from time to time.

7. APPOINTMENT OF RECEIVER

7.1 The Security Trustee, at any time after the Security Interest hereby created has become
enforceable, in addition to the powers hereinbefore conferred upon the Security
Trustee/Lenders may appoint a receiver or receivers (the “Receiver”) for the
Hypothecated Assests,exclusively in relation to the Project, under the directions of the
court, and such Receiver appointed for the Hypothecated Assets or any part thereof
shall have and exercise all powers and authorities vested in it. Such Receiver shall, in
exercise of his powers, authorities and discretions, conform to the regulation and
directions from time to time made and given by the court.

7.2 The following provisions shall also apply to such Receiver:

(a) Unless otherwise directed by the Security Trustee, such Receiver shall on the
occurrence of an Event of Default, subject to the terms of the Finance
Documents, have and exercise all powers and authorities vested in the Security
Trustee herein set forth or under law or as the Security Trustee may think
expedient including the following rights, powers and authorities;
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(i) to take possession of and collect all or any part of the Hypothecated
Assets and for that purpose to take any proceedings and enforce any
order or judgment in the name of the Borrower or otherwise as the
Receiver may consider fit;

(ii) to manage or carry on or concur in carrying on the business related to

Hypothecated Assets of the Borrower including, without limitation, the
management and operation of the Project and the approvals and
clearances as the Receiver may consider fit, in each case, without being
responsible or liable for any loss or damage, except in the case of any
such loss or damage caused by the negligence or wilful default of the
Receiver;

(iii) to make any arrangement or compromise between the Borrower and

any other Person on such terms and conditions as the Security Trustee
(acting for the benefit of the Secured Parties) or the Receiver may
consider fit;

(iv) for the purpose of exercising any of the powers, authorities and
discretions conferred on it by this Deed and/or defraying any costs or
expenses which may be incurred by it in the exercise thereof or for any
other purpose, to borrow from the Secured Parties and/or the Security
Trustee (as the case may be) on such terms (with or without security) as
the Receiver or the Security Trustee (acting for the benefit of the
Secured Parties) may consider fit and so that, with the prior written
consent of the Security Trustee (acting on the instructions of the
Lenders), any such security may be or include a charge on the whole or
any part of the Hypothecated Assets ranking wholly or partly in priority
to the security created hereunder;

(v) to assign, sell, lease, license, grant options to sell, deal with or manage
or concur in assigning, selling, leasing, licensing, granting options to
sell, dealing with or managing and to vary, terminate or accept
surrenders of leases, licenses or otherwise dispose of any part of the
Hypothecated Assets in such manner and generally on such terms and
conditions as the Security Trustee (acting for the benefit of the Secured
Parties) or the Receiver shall consider fit and to carry any such
transactions into effect in the name of and on behalf of the Borrower or
otherwise;

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

reconstruction, improvements, furnishings, equipment, insurance,
alterations or additions to or in respect of the Hypothecated Assets and
maintain, renew, take out or increase insurance in the interest of the
Security Trustee for maintaining the value of the Hypothecated Assets,
in every such case as the Security Trustee (acting for the benefit of the
Secured Parties) or the Receiver shall consider fit;

(vii) to obtain all licenses, planning consents and permissions, approvals

and any other consents or licenses necessary or appropriate to carry out
any of the matters referred to in this Deed or otherwise as the Security
Trustee (acting for the benefit of the Secured Parties) or Receiver shall
consider fit;

(viii) to redeem any prior Security Interest and settle and pass the accounts of
the Security Interest so that any accounts so settled and passed shall be
conclusive and binding on the Borrower and the money so paid shall be
deemed to be an expense properly incurred by the Receiver;

Page 14
 (ix) to appoint and discharge employees, officers, agents, professionals and
others for the purposes hereof upon such terms as to remuneration or
otherwise as the Receiver may consider fit and to discharge any
Persons appointed by the Borrower;

(x) to settle, refer to arbitration, compromise and arrange any claims,

accounts, disputes, questions and demands with or by any Person or
body who is or claims to be a creditor of the Borrower, or the approvals
and clearances or relating in any way to the Hypothecated Assets or
any part thereof;

(xi) to bring, prosecute, enforce, defend and discontinue all such actions
and proceedings in relation to the Hypothecated Assets or any part
thereof as the Receiver shall consider fit;

(xii) to implement or continue the development of the Project and obtain all
approvals and clearances required in connection therewith and/or
implement or complete any assembly or installation of any property
comprised in the Hypothecated Assets and do all acts and things
incidental thereto;

(xiii) to do all such things and take all such action as may be required in order
to ensure the continued safe, efficient and economic operation of the
Project;

(xiv) insure and keep insured the property and assets of an insurable nature
comprised in the Hypothecated Assets against loss or damage by such
risks and contingencies in such manner and in all respects as set out in
the Finance Documents , and to maintain, renew or increase any
insurance or insurance in respect of such property or assets;

(xv) to do all such other acts and things (including, without limitation,
signing and executing all documents and deeds) as may be considered
by the Security Trustee or Receiver to be incidental or conducive to any
of the matters or powers aforesaid or otherwise incidental or conducive
to the preservation, improvement or realisation of the Hypothecated
Assets;

(xvi) to exercise all such other powers and authority as the Security Trustee
shall consider fit to confer and so that the Security Trustee may in
relation to such part of the Hypothecated Assets as is the subject of an
exclusive charge hereunder confer any powers and authorities which it
could give if it were an absolute beneficial owner thereof; and

(xvii) in the exercise of any of the above powers, to expend such sums as the
Receiver may think fit and the Borrower shall forthwith on demand
repay to the Receiver all sums so expended together with interest
thereon at the default rate from the date of payment by the Receiver
until the date of repayment; such sums, together with such interest,
shall be secured by this Deed;

(b) Such Receiver shall, in the exercise of his powers, authorities and discretions,
conform to the regulation and direction from time to time made and given by
the Security Trustee and/or Lenders;

(c) The Security Trustee may from time to time reasonably fix and direct payment
of the remuneration of such Receiver out of the sale realisations of the
Hypothecated Assests, but the Borrower alone shall be liable for the payment
of such remuneration;

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 (d) The Security Trustee may from time to time remove the Receiver (except
where an order of the courts is required) and appoint another or in place of any
Receiver, whether such Receiver is removed by the Security Trustee or an
order of the court or otherwise ceases to be the Receiver or one of two or more
Receivers;

(e) The Security Trustee may from time to time and at any time require such
Receiver to give security for the performance of its duties as Receiver and may
fix the nature and amount of the security to be given to the Security Trustee.

(f) The Security Trustee may pay over to such Receiver any monies constituting
part of the Security Interests created hereunder to the extent that the same may
be applied by such Receiver for the purposes set out in this Deed and the
Security Trustee may from time to time determine what funds the Receiver
shall be at liberty to keep in hand with a view to the performance of its duties as
such Receiver;

(g) Every such Receiver shall be the agent of the Borrower for all purposes and the
Borrower alone shall be responsible for his acts and defaults, loss or
misconduct and liable on any contract or engagement made or entered into by
such Receiver and for such Receiver's remuneration and the Security Trustee
shall not incur any liability or responsibility thereof by reason of its making or
consenting to the Receiver's appointment; and

(h) The Security Trustee shall in no way be responsible for any misconduct,
misfeasance, malfeasance or negligence on the part of any Receiver and shall
be in no way liable in respect of any debts or other liabilities incurred by any
such Receiver whether the Borrower shall or shall not be in liquidation.

8. REPRESENTATIONS

8.1 The representations and warranties made by the Borrower, exclusively in relation to
the Project, in the Facility Agreements and other Finance Documents are incorporated
herein by reference and made a part of this Deed, to the extent contextually applicable,
as if such representations and warranties were set forth in full herein which the
Borrower hereby confirms.

8.2 The Borrower acknowledges and accepts that the Security Trustee has agreed to enter
into this Deed on the basis of, and in full reliance of the representations and warranties
made in this Deed.

8.3 The Borrower is legally entitled and possessed of the corporate power to execute,
deliver and perform the terms and provisions of this Deed and has taken all necessary
corporate action to authorise the execution, delivery and performance by it of its
obligations under this Deed;

8.4 This Deed when executed and delivered will constitute its valid and legally binding
obligation enforceable in accordance with its terms;

8.5 Other than in respect of authorisations already obtained, the validity and adequacy of
which the Borrower confirms, neither the execution nor performance of this Deed nor
the compliance with its terms will conflict with or result in a breach of any of the
terms, conditions and provisions of, or constitute a default or require any consent
under, any agreement or instrument to which the Borrower is a party or by which it is
bound, or violate any of the terms or provisions of Applicable Law or the Borrower’s
Memorandum and Articles of Association;

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8.6 There is no subsisting Security Interest or obligation, other than the Security
Interest(s) created under the relevant Finance Documents with respect to the
Hypothecated Assets;

8.7 The provisions of this Deed are effective to create in favour of the Security Trustee for
the benefit of the Secured Parties a legal, valid, binding and enforceable Security
Interest on the Hypothecated Assets;

8.8 All necessary and appropriate recordings and filings will be made promptly after the
execution of this Deed in all appropriate jurisdictions and all action will be taken so
that as soon as this Deed has been so recorded and filed it will create an effective
Security Interest on all right, title, estate and interest of the Borrower in the
Hypothecated Assets such that the rights accruing to the Secured Parties under or
pursuant to the Security created hereunder and the other rights of the Lenders shall
rank pari passu inter se in all aspects and for all intent and purposes; and

8.9 All necessary and appropriate clearances and consents to the creation, effectiveness,
priority and enforcement of the Security Interests created herein have been obtained
from the relevant competent authorities.

8.10 The Borrower further confirms and warrants that such representations and warranties
are true, correct, valid and subsisting in every respect as of the date of this Deed, which
representations and warranties shall survive the execution and delivery of this Deed
and till the Final Settlement Date.

9. ATTORNEY

9.1 The Borrower do hereby constitute and irrevocably appoints the Security Trustee as
their true and lawful Attorney in their name and on their behalf to execute all deeds,
documents and writings and to do all acts and things in respect of the said
Hypothecated Assets as the Security Trustee may deem fit in terms of in accordance
with the terms of the Finance Documents upon the occurrence of an Event of Default.

9.2 Without prejudice to the generality of clause 9.1 above, the Borrower has appointed
the Security Trustee, inter alia to, upon the occurrence and continuance of an Event of
Default:

(a) Execute all instruments and deeds and do all acts and things which:

(i) The Borrower is authorised to execute and do under the covenants and
provisions herein contained; and

(ii) May be necessary to give effect to the provisions of this Deed and for the
preservation, enforcement and realisation of the Security Interests
created hereby;

(b) Generally use the name of the Borrower in the exercise of all or any of the powers
conferred on the Security Trustee or any Receiver appointed by the Security
Trustee.

9.3 The Borrower ratifies and agrees to ratify and confirm any deed, instrument, act or
thing which such attorney or substitute may execute or do.

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10. ENFORCEMENT

In the event of any Event of Default and if the same is not remedied and/or rectified as
per the terms of the Finance Documents, then the Security Trustee shall be entitled to
exercise all such rights and remedies specified under the Finance Documents and/or
Security Trustee Agreement.

11. GENERAL ENFORCEMENT POWERS

(a) Upon the occurrence and continuance of an Event of Default, the Security
Trustee or its nominees, may, in accordance with the Finance Documents,
without prejudice to any other rights it may have, at the risk and expense of the
Borrower and if necessary as attorney for and in the name of the Borrower, be
entitled:

(i) To take charge and/or possession of, seize, recover, receive and remove the
Hypothecated Assets and/or sell by public auction or by private
contract, despatch or consign for realisation or otherwise dispose of or
deal with all or any part of the Hypothecated Assets;

(ii) To possess, use and enjoy the Hypothecated Assets and to receive the
income, profits and benefits thereof without interruption or hindrance
by the Borrower or by any Person or Persons whomsoever and the
Borrower shall take no action inconsistent with or prejudicial to such
rights of the Security Trustee;

(iii) To enforce, realise, settle, compromise and deal with any rights or claims
relating to the Hypothecated Assets, without being bound to exercise
any of these powers or be liable for any losses in the exercise or
non-exercise thereof and without prejudice to the Security Trustee’s
rights and remedies of suit or otherwise, including:

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

(B) To appoint by writing any Person or Persons to be a Receiver of

all or any part of the Hypothecated Assets in terms of clause 10
hereof.

(b) Upon the taking of action as set out in sub-Clause (a) above, the Security
Trustee shall be discharged from or kept indemnified by the Borrower from
and against all former and other rights, titles, claims, demands and
encumbrances whatsoever in respect of the Hypothecated Assets.

(c) Notwithstanding any pending suit or other proceeding, the Borrower

undertakes to give immediate possession of the Hypothecated Assets to the
nominees of the Security Trustee on demand and to transfer, and to deliver to
the Security Trustee all relative bills, contracts, securities and documents.

(d) The Borrower hereby agrees to accept the Security Trustee's account of sales
and realisations as sufficient proof of amounts realised and relative expenses
and to pay on demand by the Security Trustee any shortfall or deficiency
thereby shown; provided however, that the Security Trustee shall not be in any
way liable or responsible for any loss, damage or depreciation that the
Hypothecated Assets may sustain on any account while the same is in
possession of the Security Trustee or by reason of exercise or non-exercise of

Page 18
 rights and remedies available to the Security Trustee as aforesaid other than
any loss, damage or depreciation that may arise by virtue of the gross
negligence or wilful misconduct of the Security Trustee.

(e) All loss, damage or depreciation to the Hypothecated Assets other than any
loss, damage or depreciation that may arise by virtue of the gross negligence or
wilful misconduct of the Security Trustee shall be wholly debited to the
account of the Borrower howsoever the same may have been caused.

11.2 Powers of the Security Trustee

The Security Trustee shall have the authority to act upon and enforce the provisions of
this Deed in accordance with this Deed or to adopt appropriate remedies in that behalf
and shall exercise all powers under this Deed in accordance with Applicable Law and
the Finance Documents.

12. EXPENSES

All costs, charges and expenses incurred/payable in connection with this Deed and/or
the creation of the charge on the Hypothecated Assets as specified herein, or the
enforcement thereof, and all other incidental transactions in relation to the Deed
including without limitation, the payment of stamp duty, additional stamp duty,
penalty thereon, if any, and legal fees, shall be borne by the Borrower. In the event
Security Trustee incur any of the said expenditure as mentioned hereinabove (without
being obliged to do so) the Borrower shall promptly reimburse the same, and until
such reimbursement, the same shall be a charge on the Hypothecated Assets.

13. INDEMNITY

The Borrower hereby agrees to indemnify and keep indemnified, every Receiver and
each of the Secured Parties against any loss, damages, costs or expenses that they may
incur or suffer in connection with this Deed pursuant to any breach/default of any of
the terms hereof by the Borrower unless such loss, damages, costs or expenses are due
to the gross negligence or wilful misconduct of the Security Trustee.

Any Receiver and the Secured Parties shall not be under any liability whatsoever
towards the Borrower or any other person for any loss or damage to the Hypothecated
Assets from or in whatever cause or manner arising thereof. The Borrower shall at all
times indemnify and keep indemnified the Receiver and the Secured Parties from and
against all suits, proceedings, costs, charges, claims and demands whatsoever that may
at any time arise or be brought or made by any person against the Receiver and/or the
Secured Parties in respect of any act, matters and things lawfully done or caused by the
Receiver and/or the Secured Parties in connection with the said Hypothecated Assets
or in pursuance of the rights and powers of the Receiver and/or the Secured Parties or
in connection with any matter under this Deed.

14. WAIVER

14.1 No implied waiver or impairment

Any change in the constitution of the Borrower or the Lenders, during the validity of
this Deed, shall not impair or discharge the liability of the Borrower under these
presents.

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 No delay or omission of the Security Trustee or any Receiver in exercising any right,
power or remedy accruing to the Security Trustee or any Receiver upon any default
hereunder shall impair any such right, power or remedy or be construed to be a waiver
thereof or any acquiescence in such default, nor shall the action or inaction of the
Security Trustee or any Receiver in respect of any default or any acquiescence by it in
any default affect or impair any right, power or remedy of the Security Trustee in
respect of any other defaults nor shall any single or partial exercise of any such right,
power or remedy preclude any further exercise thereof or the exercise of any other
right, power or remedy. The rights and remedies of the Security Trustee or any
Receiver herein provided are cumulative and not exclusive of any rights or remedies
provided by Applicable Law or equity or in any of the other Finance Documents.

15. MISCELLANEOUS

15.1 Amendment

All amendments or supplements to the terms of this Deed can be made only in writing
by all Parties.

15.2 Other Remedies

This Deed is not to prejudice the rights or remedies of the Secured Parties against the
Borrower irrespective and independent of this Deed in respect of the Facilities or any
other advances to be made by the Lenders to the Borrower in relation to the Project.

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

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

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

15.3 Limitation on Rights of Others

This Deed shall enure for the benefit of the Secured Parties and their successors in
title, transferees, novatees and assigns and shall be binding upon the Borrower and
their successors in title and permitted assigns. The Security Trustee may assign,
charge or delegate to any person(s) any of its rights under this Deed in accordance with
the terms of the Security Trustee Agreement and/or this Deed, and any person(s) to
whom such rights are assigned, charged or delegated shall be entitled to the full benefit
of the right(s) of the Security Trustee under this Deed. Any such assignment, charge or
delegation shall be binding on the Borrower. However, the Borrower shall not assign
any of its rights or delegate any of its respective obligations hereunder.

16. NOTICES

Any notice or request given or made hereunder shall be in writing, and the same shall
be deemed to have been duly given or made if sent by registered A.D. mail, or
facsimile, if to the Borrower or if to the Security Trustee, to the address specified
hereinbelow:

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 For Notice to the Security Trustee:

Vistra ITCL (India) Limited,

Address: The IL&FS Financial Centre, Plot C-22, G- Block, Bandra Kurla
Complex, Bandra (E) Mumbai - 400051
Tel. No.: 022 - 26593535
Fax No.: 022- 26533297
Attn: Senior Vice President
Email: mumbai@vistra.com

For Notice to the Borrower:

SAMHI Hotels Private Limited

Address: D – 28, 2nd Floor, South Extension – I, South Delhi, New Delhi - 110049
Attention: Rajat Mehra
Phone: +91(124)4910100
Fax: +91(124)4910199
Email: rajat.mehra@samhi.co.in

Any such notice shall be deemed to have been served on the Borrower (a) if sent by
letter, when delivered personally or if dispatched by post/courier, when recall of the
letter is outside the control of the sender and in each case duly acknowledged by the
Borrower; and (b) if sent by facsimile, when sent (on receipt of a confirmation to the
correct facsimile number).

Provided, however, that no notice or communication to the Security Trustee and the
Borrower shall be effective unless actually received by the Security Trustee or the
Borrower respectively.

17. PROVISIONS SEVERABLE

Every provision contained in this Deed shall be severable and distinct from every
other provision and if any provision of this Deed is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the remaining
provisions hereof or affect the validity or enforceability of such provision in any other
jurisdiction.

18. GOVERNING LAW

This Deed shall be governed by and construed in accordance with Indian law.

19. JURISDICTION

The Borrower irrevocably agrees that the courts/tribunals of competent jurisdiction in

New Delhi shall have exclusive jurisdiction for any legal action or proceedings which
may arise out of or in connection with this Deed and the Borrower irrevocably
submits to and accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of those courts or tribunals.

Page 21
The Borrower agrees that any legal action or proceedings arising under/in relation to
this Deed as aforesaid may be brought by the Lenders/Security Trustee, in their
absolute discretion, in any competent court, tribunal or other appropriate forum having
jurisdiction.

Any provision of this Deed which is prohibited or unenforceable in any jurisdiction

shall, as to such jurisdiction, be ineffective to the extent of prohibition or
unenforceability but that shall not invalidate the remaining provisions of this Deed or
affect such provision in any other jurisdiction.

Page 22
 SCHEDULE I

(SHORT PARTICULARS OF THE MOVABLES)

The whole of the current assets (including receiveables) present and future and moveable
fixed assets both present and future of the project of the Borrower in relation to the Project
including equipments, plant & machinery, machinery spares, tools and accessories, water
chilling machines, pumps, inverters, air handling units, fans, air conditioners, coil units,
cooling towers, piping, air distribution system, power generators, storage facilities, furniture,
fixtures, crockery, vehicles, , water treatment plant, , kitchen equipments, sewage treatment
plant, hot water system, elevators, health club, salon equipments, TV & music system, electric
works, including transformers, cables & cable trays, LT switch gear, LT panels, distribution
board, fire fighting pumps and equipments, IT equipments & software, etc, both present and
future, whether installed or not and whether now lying loose or in cases or which are now
lying or stored in or about or shall hereafter from time to time during the continuance of the
security of these presents be brought into or upon or be stored or be in or about all the
Borrower's factories, premises and godowns or wherever else the same may be or be held by
any party to the order or disposition of the Borrower or in the course of transit or on high seas
or on order, or delivery, howsoever and wheresoever in the possession of the Borrower and
either by way of substitution or addition, as and by way of exclusive charge in favour of the
Lenders, as security for the due payment, repayment or reimbursement, as the case may be, of
the obligations for the benefit of the Lenders, [subject to prior charges created and/or to be
created on the Borrower’s stocks of raw materials, consumable stores, and other current
assets for securing the borrowings for working capital requirements in the ordinary course of
business for the purpose of this Project in accordance with the manner as laid down in the
Facility Agreements.]

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 IN WITNESS WHEREOF, the Borrower has caused its Common Seal to be affixed hereto
on the day, month and year first hereinabove written

THE COMMON SEAL of SAMHI )

HOTELS PRIVATE LIMITED, in its )
capacity as the “Borrower” has been )
hereunto affixed pursuant to the Board )
Resolution dated _________ in the )
presence of Mr.__________________ )
Director/Authorised Signatory who has )
signed in token thereof. )

SIGNED AND DELIVERED for and on )

behalf of SAMHI HOTELS PRIVATE )
LIMITED in its capacity as ‘Borrower’ )
by )
__________________________________ )
____, )
__________________________________
_____ its duly authorised signatory

SIGNED AND DELIVERED for and on

behalf of VISTRA ITCL (INDIA) )
LIMITED (fromerly known as IL&FS )
Trust Company Limited) in its capacity as )
the “Security Trustee” by )
__________________________________, )
_________________________________,
its duly authorised signatory

Page 24