--------------------------------------------------------------------------------------------------------------------------------------- Date : 17.08.2023 DEVIATION REPORT TO WHOM SO EVER IT MAY CONCERN PROJECT DETAILS I, Mr. Dhaval Rajnikant Ajmera, the Partner/Authorized Signatory of (Vishal Construction) the promoter of the proposed project Building No. 2, “Ajmera Shikhar A Wing B Wing” do hereby state that the following deviation in the Agreement for Sale. All that piece and parcel of land admeasuring 2797.26 square meters or thereabouts comprising of land bearing Survey no. 46 Hissa no. 1 and 2 (part) and bearing corresponding CTS nos. 512/B (Pt) and 512/B/1 to 512/B/28 all of Village Malad (North), Taluka Borivali in the Registration District of Mumbai Suburban, lying being and situate at Narsing Lane, Malad West, Mumbai 400 064. 1 DEVELOPER TO CONSTRUCT THE SALE BUILDING: The Developer shall inter alia construct the Sale Building consisting of a single building/wing comprising of ground/stilt plus 22 (twenty-two) upper loors comprising of residential lats; and to comprise of such further/additional loors/additional wings, as may be approved for construction hereafter, as recited above, on the said Land, in accordance with the plans, designs, speci ications approved by the SRA, MCGM and any other concerned local authority and which may further be approved by the concerned local authorities (and which sanctioned plans as well as proposed plans have been seen and approved by the Purchaser/s) with only such variations therein as the Developer may consider necessary or as may be required by the concerned local authority/the Government to be made in them or any of them. 2 TRANSACTION: 2.1 In consideration of the aggregate sum as mentioned in Annexure ‘K’ hereto (hereinafter referred to as “the Purchase Price”), agreed to be paid by the Purchaser/s to the Developer in the manner set out in Annexure ‘K’ hereto, the Developer hereby agrees to sell to and in favour of the Purchaser/s and the Purchaser/s hereby agree/s to purchase and acquire from the Developer, the said Unit as more particularly described in the Second Schedule hereunder in the Sale Building being constructed on the said Land, together with all rights of and incidental thereto and together with the right to use and enjoy the limited common areas and facilities and the common areas and facilities in common as specified in Part A and Part B respectively of the Third Schedule hereunder written (all of which aforesaid rights and entitlements of the Developer agreed to be sold hereunder are hereinafter collectively referred to as “the said Premises”). 2.2 It is agreed between the Parties hereto that a notice/intimation forwarded by the Developer (by e-mail or by registered post) to the Purchaser/s stating that a particular stage of construction is being commenced or achieved shall be sufficient proof that a particular stage of construction is being commenced or achieved (as the case may be) for the purpose of making payment of the installment of the Purchase Price, as per Annexure ‘K’ hereto. The Developer is not bound and shall not be called upon or required to give any further notice or intimation requiring any such payment; and non-furnishing of any further particulars or non-issuance of any further notice or intimation, shall not be pleaded by the Purchaser/s as an excuse for non-payment of any amount/s due on the respective due dates or events. 2.3 The said amount of the Purchase Price referred to hereinabove excludes all taxes (comprising inter alia of tax paid or payable by the Developer by way of Goods and Services Taxes and any other similar taxes, which may be levied, in connection with the construction and development of and carrying out the Project payable by the Developer) up to the date of handing over possession of the said Unit, as elaborated herein below. 2.4 The said amount of Purchase Price is non-escalatory, save and except in the event of any increase in the development charges or any other charges payable by the Developer to the SRA or MCGM or any other governing authorities. In the event of such escalations in the Purchase Price as a result of the aforesaid events, then the Developer shall enclose a copy of the relevant notifications, circulars etc. together with the demand letter issued by the Developer to the Purchaser/s for the escalated Purchase Price. 2.5 The Developer may allow, in its discretion a rebate for early payments of the installments of the Purchase Price payable by the Purchaser by discounting such early payments at the Agreed Interest Rate per annum for the period by which the respective installment has been preponed. Such rebate shall be provided to the Purchaser/s only if mutually agreed upon between the Parties in writing. The provision for allowing rebate and the rate of rebate shall not be subject to any revision/withdrawal, once granted to the Purchaser/s by the Developer. The term “Agreed Interest Rate” wherever the same appears in this Agreement shall be deemed to be a reference to the Interest Rate as mentioned in Rule 18 of the RERA Rules. 2.6 It is clarified that the amount/quantum of the Purchase Price as mentioned in Annexure ‘K’ is arrived at and agreed upon between the Parties after considering the installments (and milestones) for payment of the Purchase Price as set out in Annexure ‘K’ hereto; and accordingly, the installments (and milestones) for payment of the Purchase Price, as set in Annexure ‘K’ hereto have been mutually agreed upon at after considering and negotiating the quantum of the Purchase Price, as arrived at and recorded herein. The Purchaser/s shall not by virtue of making timely payment of the instalments of the Purchase Price (as per Annexure ‘K’ hereto) seek to claim or be entitled to claim any rebate or discount on the Purchase Price pursuant to Clause [2.5] hereof. 3 DEFAULT OR FAILURE IN PAYMENT OF PURCHASE PRICE: Notwithstanding anything contained in this Agreement, it is specifically agreed by and between the Parties that: 3.1 Time for making the payments of the installments of the Purchase Price, as mentioned in Annexure ‘K’ is strictly of the essence of this contract and any delay by the Purchaser/s in making the said payment/s shall forthwith render this Agreement terminable at the sole and exclusive option of the Developer without any further act and/or reference and/or recourse to the Purchaser/s; and in the event of the Developer so terminating this Agreement, the Developer shall be entitled to forfeit [10% (Ten Percent)] of the amount of the total Purchase Price as receivable by the Developer from the Purchaser/s hereunder; and thereupon the Developer shall also be free and entitled in its own right to deal with the said Unit and the Developer’s rights therein, in any manner as the Developer in their sole discretion deem fit and proper, without any reference, recourse and/or payment whatsoever to the Purchaser/s and without the requirement of any orders of declaration of termination from any Courts and without the requirement of execution or registration of any document or deed of cancellation. 3.2 A termination letter issued by the Developer to the Purchaser/s regarding such termination shall effectively terminate this Agreement; and thereupon the Purchaser/s shall have no right, title, interest, share, claim or demand in to or upon the said Premises and/or any part thereof and/or otherwise against the Developer in any manner whatsoever and howsoever arising. The refund, pursuant to the termination as provided in Clause [3], shall be made (without any interest thereon) within 3 (three) months of the sale by the Developer of the said Unit to a third party; or completion of the construction of the entire Sale Building, whichever is earlier. The amount of refund, in such an event, shall further be after deduction of any taxes paid and other amounts expended by the Developer pursuant to this Agreement (including inter alia any brokerage charges paid by the Developer in pursuance of the transaction recorded in this Agreement) and other amounts payable by the Purchaser/s hereunder, (as may be payable by the Purchaser/s, up to the date of termination) as well as the costs incurred by the Developer in finding a new willing acquirer/transferee/purchaser, who may acquire the said Unit (including brokerage charges as may be incurred by the Developer in that behalf). 3.3 The Purchaser/s hereby agree/s and undertake/s that he/she/they are not entitled to and shall not have any right, title, interest, share, claim, demand of any nature whatsoever and howsoever arising against the Developer /its transferee/s/allottee/s/nominee/s and/or otherwise in to upon the said Premises in such an event of termination of this Agreement by the Developer PROVIDED HOWEVER THAT the Developer shall not exercise the aforesaid right of termination, as provided under this Clause [3], unless and until the Purchaser/s committing 3 (three) defaults in making payments of the installments as mentioned in Annexure ‘K’ PROVIDED FURTHER THAT a notice of 15 (Fifteen) days, demanding payment of the due installment is given to the Purchaser/s; and even thereafter, if the Purchaser/s fail/s to make payment of the relevant installment PROVIDED FURTHER THAT strictly without prejudice to the aforesaid entitlement of the Developer, the Developer in its sole and absolute discretion may (without being obliged or being bound to do so), instead of terminating this Agreement as aforesaid, permit the Purchaser/s to pay the said installments after their respective due dates but after charging interest thereon at the Agreed Interest Rate on such outstanding amounts (from the date such amount/s has/have become due to be paid by the Purchaser/s till the date of actual payment thereof). 3.4 In the event of any delayed payment being received by the Developer from the Purchaser/s, the Developer shall notwithstanding any instructions to the contrary by the Purchaser/s accompanying such payment, be entitled to appropriate the amount received first towards the interest receivable from the Purchaser/s, in respect of the delayed payment and the amount of the said Taxes (as defined hereinafter) as are payable by the Purchaser/s to the Developer, as per the provisions of Clause [15] hereof; and thereafter towards the principal amount of the delayed payment. 4 DEVELOPER TO COMPLY WITH APPROVALS AND STATUTORY CONDITIONS: 4.1 The Developer hereby agrees to observe, perform and comply with all the terms, conditions and restrictions, if any, which may have been imposed by the SRA and any other concerned local authority at the time of sanctioning the plans or thereafter and that the Developer shall before handing over possession of the said Unit to the Purchaser/s, obtain from the SRA or MCGM or the other concerned local authority an occupancy certificate or completion certificate or part occupancy certificate in respect of the said Unit. 4.2 The Developer hereby declares that no part of the FSI available for consumption on the said Land has been utilized by the Developer elsewhere for any purpose whatsoever. In case the said FSI has been utilized by the Developer elsewhere, then the Developer shall furnish to the Purchaser/s all the detailed particulars in respect of such utilization of the said FSI by it. The said FSI as available at present, may increase or decrease hereafter, for various reasons, including inter alia as set out in the Recitals of this Agreement. 5 DESIGN SUBJECT TO AMENDMENTS AND CHANGES: 5.1 The design of the said Unit is subject to amendments and changes as may be stipulated by the SRA, MCGM any other local or planning authority, Government and as per the requirements of the Developer. 5.2 The Purchaser/s hereby further agree/s and covenant/s with the Developer to render full co-operation to the Developer and to sign and execute all papers and documents, in favour of the Developer or otherwise as may be necessary for the purpose of enabling the Developer to construct the Sale Building, in accordance with the existing building approvals or such other plans as may be approved by the SRA hereafter, with such additions and alterations therein (vertical or horizontal) as the Developer may in its sole and absolute discretion deem fit and proper and/or as may be made by the Developer for the purpose of applying for and/or obtaining the approval or sanction of the SRA or any other concerned planning authorities in that behalf as well as for the approval or sanction relating thereto PROVIDED THAT the aggregate area/size of the said Unit agreed to be acquired by the Purchaser/s is not in any manner reduced, beyond the Agreed Variation Limits, as set out hereunder PROVIDED FURTHER THAT it is possible that the areas of the said Unit may undergo certain minor changes due to construction related exigencies and change in dimensions of the said Unit; and accordingly the Parties agree and acknowledge that a change/variation in such areas up to [3% (Three Percent)] (plus or minus) in the said Unit is acceptable to each Party (hereinafter referred to as “the Agreed Variation Limit”). 5.3 In the circumstances, if the carpet area of the said Unit is less than what is set out in this Agreement, (subject to such reduction being within the Agreed Variation Limit) then the Developer shall be liable to refund to the Purchaser/s an amount out of the Purchase Price, which is proportionate to the reduced carpet area of the said Unit. Similarly, if the carpet area of the said Unit is more than what is set out in this Agreement, (subject to such increase being within the Agreed Variation Limit), then the Purchaser/s shall be liable to pay to the Developer an additional amount towards the Purchase Price, which is proportionate to the increased carpet area of the said Unit; and such increased amount shall be paid by the Purchaser/s to the Developer along with the next due installment of the Purchase Price or at the time of the Developer offering to put the Purchaser/s in possession of the said Unit, whichever is earlier. It is clarified that in the event if any amounts as are payable by the Developer to the Purchaser/s (due to reduction in the carpet area as aforesaid) then the Developer shall either: (i) refund the amount that is payable to the Purchaser/s prior to handover of possession of the said Unit to the Purchaser/s (without any interest thereon); or (ii) appropriate the same, at the Developer’s own discretion under any head/s of the outstanding due/s payable by the Purchaser/s to the Developer, without requiring any prior permission from the Purchaser/s. 6 DESCRIPTION OF INTERNAL AMENITIES: 6.1 It is expressly agreed that the said Unit shall contain specifications, fixtures, fittings, and amenities as set out in Annexure ‘L’ hereto (hereinafter referred to as the “said Internal Amenities”) and the Purchaser/ s confirm/s that the Developer shall not be liable to provide any other additional specifications fixtures, fittings, and amenities in the said Unit. 6.2 It is specifically agreed between the Parties that the Developer shall have the right to change/substitute the said Internal Amenities in the event that there is any uncertainty about the availability thereof, either in terms of quantity and/or quality and/or for any other reason beyond the control of the Developer. If any change as aforesaid becomes necessary, the Developer shall be entitled to choose the substitutes and/or alternatives thereof in its absolute discretion to enable the Developer to offer possession of the said Unit on the specified date. The Developer shall however make reasonable endeavours to ensure that such substitutes and/or alternatives are similar to the amenities as hereunder agreed, in quality and quantity, as far as may be reasonably possible. 6.3 The Purchaser/s agree/s not to claim any rebate and/or discount and/or concession in the Purchase Price on account of such change/substitution. It is further agreed by and between the Parties hereto that in respect of the said Internal Amenities Developer may in its discretion provide to the Purchaser/s an option to avail additional internal amenities and/or carry out internal changes. 6.4 In the event, if the Purchaser/s decide/s to avail any additional internal amenities (over and above the Internal Amenities as mentioned in Annexure ‘L’ hereto) and/or requires the Developer to carry out internal changes in the said Unit, the Purchaser/s shall pay to the Developer such further amounts for the same as may be mutually decided between the Parties. Such sum shall be over and above the Purchase Price and other amounts payable by the Purchaser/s to the Developer hereunder. 6.5 It is further clarified that the said Internal Amenities are not manufactured or produced by the Developer and that the same are sourced from third party vendors/suppliers. Some of the said Internal Amenities may be acquired under warranties and others may not have any warranties and the Developer shall not be responsible to repair and/or replace the same. Accordingly, once possession of the said Unit with the said Internal Amenities is handed over by the Developer to the Purchaser/s, thereafter in case of to any operational issues or malfunctioning of the Internal Amenities, the Purchaser/s shall not hold the Developer responsible and/or liable for repairs or replacement thereof; and the Purchaser/s shall make appropriate claims only against the supplier/manufacturer thereof, as per the terms of the respective warranties of the respective Internal Amenities (if applicable). Accordingly, the defect liability obligation of the Developer as set out in the first proviso to Clause [Error! Reference source not found.] hereof shall not be applicable to the Internal Amenities and the same shall pertain only to the construction of the Sale Building. 7 PURCHASER’S/S’ SATISFACTION ON TITLE: 7.1 The Purchaser/s has/have independently inspected and verified the title deeds and all papers and all documents and approvals as recited hereinabove; and has/have fully satisfied himself/herself/themselves about the title of the Developer to the said Land, as well as the entitlement of the Developer to develop the said Land in the manner set out in this Agreement; and to construct/develop the Project including the construction of the Sale Building on the said Land and to enter into this Agreement; and the Purchaser/s shall not be entitled to further investigate the entitlement of the Developer and/or be entitled to make/administer any requisitions or raise any objections with regard to any other matters relating thereto. 7.2 The Purchaser/s has/have also taken inspection of the existing building approvals, including inter alia the permissions, sanctions, orders and approved plans and undertakings given by the Developer to the SRA, the MCGM and other concerned authorities as recited in this Agreement, and other relevant documents and papers including inter alia the municipal assessment bills, city survey records, record of rights, property register cards and all other documents required to be furnished to the Purchaser/s by the Developer under the provisions of RERA and the RERA Rules and under the provisions of MOFA and the MOFA Rules; and the Purchaser/s confirm/s that he/she/they has/have entered into this Agreement after being aware of all the facts and after inspecting the aforesaid and other relevant documents and papers. 7.3 The Purchaser/s has/have also read and understood the terms and conditions and the obligations as prescribed in the various approvals and sanctions obtained by the Developer from the SRA and other concerned authorities and also the conditions of the undertakings given by the Developer to the SRA and other concerned authorities; and is/are aware that some of such conditions and/or obligations shall or may require compliance in continuity even after the development and construction of the Sale Building is completed; and the Purchaser/s has/have agreed to abide by and comply with such continuing conditions and obligations, after being put in possession of the said Unit. 7.4 The Developer has informed the Purchaser/s herein and the Purchaser/s is/are specifically made aware that for the purpose of construction of the the Proposed Buildings, the Developer has availed of a loan/financial assistance from Security Trustee in the manner as set out in Recital [Error! Reference source not found.]. 8 PURCHASER/S TO CO‐OPERATE IN FORMATION OF THE PROPOSED LEGAL ENTITY: 8.1 The Developer is in the process of entering into several Agreements similar to this Agreement (which drafts may change from time to time depending inter alia on the basis of further approvals, as may be obtained by the Developer for construction on the said Land as recited above or due to any other factual changes in the matter of development/construction on the said Land) with various parties, who may agree to take and acquire premises in the Sale Building or the additional structure/s to be constructed on the said Land on ownership basis, subject to such modifications as may be deemed necessary, considerable, desirable or proper by the Developer, with a view that ultimately the purchasers/occupants of the various premises in the Sale Building shall form themselves a co-operative housing society or a condominium of apartment owners or a limited company or any other body of purchaser/s (hereinafter referred to as “the Proposed Legal Entity”) as may be permissible to be formed under the provisions of Section 17 of RERA and Rule 9 of the RERA Rules as well as under the provisions (to the extent applicable) of Section 10 of MOFA and the applicable provisions of MOFA Rules. 8.2 The Purchaser/s at his/her own costs along with the other premises holders in the Sale Building and additional structure/s to be constructed on the said Land, if any, shall co-operate with the Developer in formation of the Proposed Legal Entity; and shall join in as member/s thereof. For the said purposes of being admitted as member/s of the Proposed Legal Entity, the Purchaser/s shall from time to time, sign and execute the application for registration and/or membership and other papers and documents as may be necessary for the formation and the registration of the Proposed Legal Entity and for becoming member/s thereof, including the bye-laws or other charter documents and shall duly fill in sign and return to the Developer within 7 (seven) days of the same being forwarded by the Developer to the Purchaser/s so as to enable Developer to Register the organization of the Purchaser/s under the applicable provisions of RERA, RERA Rules, MOFA and the MOFA Rules. 8.3 The Promoter shall submit an application to the Registrar for registration of the co-operative society or the company to form and register an Apex Body in form of Federation or Holding entity consisting of all such entities in the Layout formed as per clause (i) of sub-rule (1) of rule 9 (1)(i) of the RERA Rules. Such application shall be made within a period of three months from the date of the receipt of the occupancy certificate of the last of the building which was to be constructed in the Layout. 9 RIGHTS OF THE DEVELOPER PURSUANT TO FORMATION OF THE PROPOSED LEGAL ENTITY: 9.1 In the event of the Proposed Legal Entity being formed, and registered before the sale and disposal by the Developer of all the premises/units in the Sale Building, the same shall not in any manner affect the rights of the Developer to sell/dispose off/transfer/mortgage the unsold premises/ units and the rights of the Developer in relation to the said Land as well as any premises in the Sale Building (whether sold or agreed to be sold or not) wherein or in respect whereof, the Developer may be claiming any rights and/or entitlements including inter alia an entitlement to receive any amounts from the Purchaser/s thereof (which constitutes a first charge and lien of the Developer on such premises) and the powers and the authority of the Proposed Legal Entity shall be subject to the overall authority and control of the Developer, in respect of all the matters concerning the Sale Building and in particular, the Developer shall have sole, exclusive and absolute authority and control as regards the unsold premises and the disposal thereof as in respect of any premises in the Sale Building, wherein or in respect whereof, the Developer may be claiming any rights and/or entitlements including inter alia an entitlement to receive any amounts from the Purchaser/s thereof (which constitutes a first charge and lien of the Developer on such premises), PROVIDED ALWAYS THAT the Purchaser/s hereby agree/s and confirm/s that in the event of the Proposed Legal Entity being formed earlier than the Developer dealing with or disposing of all the premises constructed in the Sale Building, then and in such an event at the discretion of the Developer, the Developer itself or any allottee or transferee of the Developer in respect of any premises or nominee of the Developer shall be admitted to the membership of the Proposed Legal Entity, without payment of any premium or any additional charges save and except Rs. 500/- (Rupees Five Hundred Only) for the share money and Rs. 100/- (Rupees One Hundred Only) entrance fee and such allottee/transferee shall not be discriminated or treated prejudicially by the Purchaser/s or the Proposed Legal Entity, as the case may be. It is further clarified that in the event if the Developer is admitted (at the option of the Developer) as a member of the Proposed Legal Entity as aforesaid in respect of the unsold units, the rights of the Developer shall be freely transferable without payment of any amounts or premium for the same and notwithstanding any provision in the bye-laws or charter or constitution documents of the Proposed Legal Entity to the contrary. The Purchaser/s shall ensure that Proposed Legal Entity shall not permit any transfers of premises or shares of any member, in respect of which the Developer has reasonably called upon the Proposed Legal Entity not to permit transfers and any permissions so granted by the Proposed Legal Entity shall be void, without any authority and non-est. 10 TRANSFER OF TITLE: 10.1 Pursuant to completion of the entire development and construction of the said Land viz. once construction of the entire Sale Building and any additional floors/wings/structures as recited above, is completed; and the after the Proposed Legal Entity is formed and registered and after the Developer has consumed and utilised the full available development potential of the said Land or otherwise at such time as may be required under the applicable provisions of law, the Developer shall in discharge of its obligations under Section 17 of RERA and Rule 9 (2) of the RERA Rules and for the purposes of Section 11 of the MOFA and the applicable provision of the MOFA Rules, take steps to cause the Trust to convey and transfer a portion of the said Land or the land underneath or appurtenant to the Sale Building out of the said Land to and in favour of the Proposed Legal Entity and the Developer shall convey the Sale Building to the Proposed Legal Entity (hereinafter referred to as “the Proposed Conveyance”). 10.2 The Purchaser/s agree/s and acknowledge/s that in the event if any premium or other amount/s (by whatever name called) is/are payable to any concerned authorities in the course of transfer of the said Land and/or the Sale Building vide the Proposed Conveyance in favour of the Proposed Legal Entity, then the same shall be payable by the Proposed Legal Entity by calling in for contribution for the same from all its members (being the premises acquirer/s/holder/s in the Sale Building). Any stamp duty, registration expenses and other incidental expenses to be incurred with regard to the document of transfer of title in respect of the said Land and/or the Sale Building viz. the Proposed Conveyance, shall also be similarly be borne and paid by the Proposed Legal Entity. 11 INCIDENTAL RIGHTS OF THE DEVELOPER: 11.1 The Developer has further informed the Purchaser/s that the Developer retains the right to sell, transfer, assign in favour of any person/s and/or deal with (i) future rights in respect of the said Land; (ii) the balance development potential/rights in respect of the said Land (i.e. after having utilized the FSI available for the construction of the Sale Building and as per the plans already submitted and/or to be submitted by the Developer from time to time and as per the proposed total scheme of development and construction); (iii) various rights that may accrue to and over the said Land in the future including additional development potential as recited above; and (iv) the rights for advertising, signage and hoarding for advertising in the compound, common areas and facade of the said Land (the rights referred to herein above are hereinafter collectively referred to as “the Incidental Rights”). 11.2 The Incidental Rights include the right of use of the said Land as a receiving plot and/or to consume or fully exploit by utilising TDR and/or Development Rights Certificates and/or any type of FSI which the Developer and/or its nominee/s may be entitled to, from time to time, at the Developer’s sole and absolute discretion. The Developer is also entitled from time to time to deal with and/or dispose of all or any of the Incidental Rights, by way of sale, assignment, lease, transfer, mortgage and/or in any other manner whatsoever as it may in its absolute discretion think fit and proper from time to time and at its entire discretion and convenience transfer such rights to any person/s. The Purchaser/s expressly and agree/s that the Purchaser/s shall not claim any rebate or reduction in the purchase price in respect of the said Unit and/or any other benefit/right from the Developer and/or such persons, now and/or in future as a result of any development and construction that may be undertaken either by the Developer and/or its nominee/s and/or person/s. 11.3 The Purchaser/s further agree/s and acknowledge/s that the Developer shall be solely and exclusively be entitled to use and exploit all common area and the compound of the Sale Building and the façade of the Sale Building for advertising purposes and shall be entitled to create such third party rights in respect of such advertising rights and shall be entitled to the entire Purchase Price in that behalf and the Purchaser/s shall not object thereto either in his/her/their personal capacity/ies or in his/her/their capacity/ies as the member/s of the Proposed Legal Entity. It is clarified that the Proposed Conveyance to be executed in accordance with the provisions of Clause 10 hereof shall be subject to the Incidental Rights of the Developer as specified in this Clause 11. 12 DEVELOPMENT/CONSTRUCTION: 12.1 As aforesaid, the Developer shall be constructing (and has already commenced construction of) the Sale Building and additional structures/wings/floors therein as stated above on the said Land; 12.2 It is further agreed that save and except the aforesaid terrace over the top most floor in the Sale Building, the Developer is entitled to sell the terrace/s or pocket terrace/s or balcony/ies, which may be abutting the respective flats/units/premises for the exclusive use of the purchaser/s of such flats/units/premises (whether or not the same are approved as common areas). In the event if such terrace/s are approved as common areas, then such terrace/s shall be treated as limited common areas and shall be exclusively used by some of the flats/units/premises holders in the Sale Building. The Developer may, at its sole and absolute discretion, grant a license for exclusive use or maintenance in respect of the terrace/s to the purchaser/occupant of the units/premises that is abutting (or next to) the terrace. The terrace/s, if so permitted to be used by the Developer, shall not be enclosed by the respective purchaser/occupant without the permission in writing obtained from the SRA and all other concerned planning authorities and the Developer. The Developer for such terraces and the Purchaser/s shall not object thereto and/or claim any such terraces and/or any part thereof as common areas and/or have/make any other claim in respect of such terraces against the Developer and/or its nominee/s/ allottee/s /transferee/s/ licensee/s. 12.3 It is agreed between the Developer and the Purchaser/s that the Developer shall be entitled to undertake the development of the said Land in a phased manner, as the Developer may desire in its discretion. The Purchaser/s acknowledge/s that certain hardship may be caused to him/her/them during such construction and hereby agree/s and undertake/s expressly never to object to the same. 12.4 As recited above, it is reasonably expected by the Developer that the FSI for consumption on the said Land may be increased, from what is presently approved as per the existing building approvals; and thereby the Developer will be able to construct further floors/wings as a part of the Sale Building, in addition to the presently approved floors/wings as recited above. The Purchaser/s confirm/s that the Purchaser/s will accord with the Developer putting up additional construction on the said Land by increasing the number of floors/wings in the Sale Building or in any other manner whatsoever. 12.5 The Developer shall have full power and absolute authority, if so permitted by the concerned authorities, to make additions to and/or construct additional building/s or structure/s or wing/s on the said Land and/or additional storey/s in the Sale Building including inter alia as recited above and such additional building/s/structure/s/wing/s/storey/s shall be the sole, exclusive and absolute property of the Developer. The Developer shall be entitled to dispose of such additional building/s/structure/s /wing/s/storey/s in such manner as the Developer may deem fit and proper in its sole and absolute discretion. 12.6 The Developer shall be entitled to amend/alter/modify the layout plan of the said Land, as also construct additional building/s/structure/s /wing/s/storey/s on the said Land or any portion or portions thereof; and the Developer shall be entitled to dispose of the units/premises in such additional building/s/structure/s/wing/s/storey/s as the Developer may deem fit proper in its sole and absolute discretion and in accordance with the provisions RERA, the RERA Rules, MOFA and the MOFA Rules; and in particular Section 14 of RERA and Sections 7 and 7A of MOFA. 12.7 It is further clarified that the Developer has laid the foundation of the Sale Building considering a load bearing capacity of ground/stilt floor plus [_____] ([_______]) upper floors. It is clarified that the Developer has not assured any floor-to-floor height to the Purchaser/s more than what is required to be maintained by the Developer as a minimum floor to floor height under the provisions of the DCPR and other applicable regulations. 13 PARKING SPACES: 13.1 For the effective management of parking spaces in the Sale Building and in order to avoid any later disputes, the Developer shall be entitled to; and the Purchaser/s hereby specifically authorise/s the Developer to carry out a tentative earmarking of parking spaces (in open, in the stilt, in the basement (if any), in podium (if any), mechanized parking system (if any)) of the Sale Building for the exclusive use thereof, by certain acquirers of premises in the Sale Building depending on availability. 13.2 The Purchaser/s agree/s that the Developer shall be entitled to do such earmarking at its discretion and the Purchaser/s hereby accept/s the decisions taken by the Developer in relation to such earmarking of car parking spaces. The Purchaser/s further agree/s and undertake/s that pursuant to formation and registration of the Proposed Legal Entity and admission of the Purchaser/s to the Proposed Legal Entity as member/s thereof, the Purchaser/s shall cast his/her/their votes in the first general meeting or shareholders’ meeting, as the case may be, of the Proposed Legal Entity in favour of approving such car parking earmarking as done by the Developer so that the respective person/s in whose favour the Developer has earmarked the car parking spaces, will be allotted such respective car parking space/s by the Proposed Legal Entity for exclusive use along with rights of transferability in respect thereof. 13.3 The Purchaser/s acknowledge/s and understand/s that though not presently planned by the Developer, due to amendments in the plans in the future, some of the car-parking spaces that may be provided for in the Sale Building, may be in the form of an automated mechanical stack, double stack with / without pit, triple stack with / without pit, mechanical pit or puzzle pit parking or any other form of automated or mechanical parking wherein there shall be no identified spot/place which may be earmarked for a particular acquirer of premises in the Sale Building and which shall be designed to minimize the area and/or volume required for parking cars (hereinafter referred to as “the Mechanical Parking”). The Purchaser/s is/are aware that such Mechanical Parking involves operation of an automated machine for parking and removing cars from the Mechanical Parking system and the same could be time-consuming and the Purchaser/s acknowledge/s that the Purchaser/s has/have no objection to the same. The Purchaser/s is/are aware that such Mechanical Parking also requires a valet system by appointment of qualified drivers, for ease of parking and removing of vehicles from the parking slots in the Mechanical Parking system. 13.4 In the event if the car parking space/s tentatively earmarked for the Purchaser/s is in the Mechanical Parking, then and in such an event the Purchaser/s may not be allotted any independent car parking space/s in accordance with this Clause 13. Accordingly, since each stack for parking of vehicles comprising of two or more car parking space/s, (commonly known as a puzzle pit) the same (if earmarked for the Purchaser/s in accordance with this Clause 13) shall be shared by the Purchaser/s with the allottee/s of the other parking space/s in the same puzzle pit in the Mechanical Parking unit. Within each puzzle pit, there shall be no identifiable space for parking of any particular vehicles and each allottee of a parking space within a particular puzzle pit shall park his/her vehicle in such particular puzzle pit only. The Purchaser/s hereby confirm/s that the Purchaser/s has/have no objection to the same and that the Purchaser/s shall not park his/her/their car/s at any other place in the Sale Building or the said Land. The Purchaser/s hereby agree/s and undertake/s that the Purchaser/s shall bear the costs and expenses of the maintenance of such Mechanical Parking system or also keep such valet parking facility at his/her/their costs for parking or removal of cars from the Mechanical Parking system. The Purchaser/s shall not refuse to bear such costs and/or expenses on the ground of non-utilisation of such Mechanical Parking system or valet parking facility or on any other ground whatsoever and howsoever arising. 13.5 As per such earmarking done by the Developer, the holders/purchasers of the said Unit shall be entitled to exclusively use, occupy and enjoy the right to park [___] ([________]) vehicles in the designated parking spaces in the Sale Building. However, the location of such parking spaces shall be earmarked by the Developer at the time of completion of construction of the Sale Building and at the time of handover of possession of the said Unit to the Purchaser/s. 14 REIMBURSEMENT OF EXPENSES AND MAINTENANCE CHARGES: 14.1 Over and above the amounts of the Purchase Price, as set out in Annexure ‘K’ hereto and other amounts agreed to be paid by the Purchaser/s to the Developer as set out hereinabove, the Purchaser/s shall before taking possession of the said Unit or within a maximum period of 7 (seven) days from the date of offer of delivery of possession of the said Unit (whether or not the Purchaser/s has/have taken possession of the said Flat or not), whichever is earlier pay to the Developer the following amounts: 14.1.1 A sum of Rs. 500/- towards acquiring the shares of the Proposed Legal Entity and entrance fee of Rs.100/- for the admission of the Purchaser/s to the Proposed Legal Entity as member/s thereof; 14.1.2 A sum of Rs. [_______]/- (Rupees [__________________] Only) towards legal charges (Non-Refundable); 14.1.3 A sum of Rs. [_______]/- (Rupees [__________________] Only) for formation and registration of to the Proposed Legal Entity; 14.1.4 A sum of Rs. [_______]/- (Rupees [__________________] Only) towards charges for water meter and electric meter and costs of electric sub-station and cables (Non-Refundable); 14.1.5 A sum of Rs. [________]/- (Rupees [__________________] Only) as a deposit towards provisional maintenance charges for 24 (Twenty-Four) months in advance, commencing 7 (Seven) days after notice in writing is given by the Developer to the Purchaser/s that the said Unit, is ready for being occupied, the Purchaser/s shall be liable to bear and pay the proportionate share of the maintenance charges and other monthly outgoings in respect of the said Unit. After the completion of the initial 24 (Twenty-Four) months as aforesaid, the Purchaser/s shall be liable to bear and pay the maintenance charges in respect of the said Unit and the Purchaser/s further undertake/s to pay such provisional monthly contribution on or before the 5th day of each month in advance till formation of the Proposed Legal Entity to the Developer and after formation of the Proposed Legal Entity, to the Proposed Legal Entity and shall not withhold the same for any reason whatsoever. It is further agreed that the Purchaser/s will be liable to pay the Agreed Interest Rate to the Developer for any delay in payment of such outgoings. 14.2 The amount mentioned in Clause [14.1.5], without any interest and after deduction therefrom of all arrears of taxes, outgoings, maintenance charges and expenses, etc. incurred till then, shall be transferred by the Developer to the Proposed Legal Entity upon management of the Sale Building being handed over to the Proposed Legal Entity. Save and except, for the amounts as mentioned Clause [14.1.5], the Developer shall not be liable to maintain and/or render individual accounts to the Purchaser/s in respect of any other items mentioned in this Agreement. 14.3 The maintenance charges to be borne by the Purchaser/s as aforesaid would include inter alia the following: 14.3.1 The expenses of maintenance, repairing, redecorating, etc., of the main structures, common terrace and in particular the gutters and rain water pipes of the Sale Building, water pipes and electric wires in under or upon the Sale Building used by the premises / premises holder/s in common with the other occupiers of premises and the main entrances, passages, landings, lift and staircase of the Sale Building and other common areas and amenities as enjoyed by the premises purchasers in common as aforesaid and the boundary walls of the Sale Building, compounds etc. 14.3.2 The cost of cleaning and lightning the passage, water pump, lifts, landings, staircases, refuge area, common lights and other parts of the Sale Building used by the premises purchasers in common as aforesaid. 14.3.3 The cost of the salaries of certain workers like clerks, accountant, valet drivers and parking operators, liftmen, chowkidar, pump man, sweepers, drivers, house-keeping charges, etc., and the proportionate salary of certain part time / full time workers like engineers, supervisors etc. their traveling expenses, welfare expenses like tea, coffee etc., the bonus to be given to them etc. 14.3.4 The cost of maintaining the electrical and mechanical fittings and equipment and sewage treatment plant installed in the Sale Building and of all other environment management facilities to be installed on the said Land. 14.3.5 The cost of working and maintenance of common lights, water pump, lifts, common sanitary units, water charges and other services charges. 14.3.6 Premium for insurance of the Sale Building (if and when taken). 14.3.7 The maintenance charges, cost, expenses and amounts required for maintenance of various common equipment that may be installed in the Sale Building including interalia street lights, sewer line, storm water drain, water lines, internal roads, garden, civil, Mechanical Parking system, other mechanical and electrical system/s installed for reuse of the waste water, civil, mechanical and electrical system for rain water harvesting, high speed lifts, submersible pumps installed in tank for municipal water and tank for storage of tanker/bore well water, pumps installed for firefighting, tank for municipal water, overhead tank and other water tanks by whatever name called, firefighting system, common electric system (which may be installed for the lights, pumps, equipment, lifts, security system etc.), substation and D. G. Set (if applicable), common plumbing system, common security system and such other expenses as are necessary or incidental for the maintenance and upkeep of the Sale Building. 14.3.8 The above referred maintenance charges are only provisional and any additional expenses or charges shall be immediately paid by the Purchaser/s to the Developer, on demand, the above provisional maintenance does not include property and municipal tax (which shall be payable by the Purchaser/s in addition to the aforesaid amounts at actuals). 14.4 The Purchaser/s is/are aware that after the possession of the said Unit is offered to the Purchaser/s and after he /she/they is/are admitted as member/s of the Proposed Legal Entity, it may take at least 12 (twelve) to 18 (eighteen) months for the Developer / the Proposed Legal Entity to work out and inform each of the premises occupants in the Sale Building about the exact breakup of the maintenance charges payable by him/her/them. Therefore, during such a period, the Developer / the Proposed Legal Entity is likely draw up ad-hoc bills towards maintenance. The Purchaser/s agree/s that he/she/they shall not raise any objection for payment of such ad-hoc bills and would allow the Proposed Legal Entity a time period of 12 (twelve) to 18 (eighteen) months, or more from the date of he/she/they is/are admitted as member/s of the Proposed Legal Entity, to enable the Developer/ Proposed Legal Entity to work out the exact details of the maintenance charges payable by him/her/them. 14.5 Over and above the Purchase Price and other amounts payable by the Purchaser/s, the Purchaser/s hereby agree/s that in that event of any amount becoming payable by way of levy or premium, taxes, cess, fees, charges, etc., after the date of this Agreement to the SRA or the MCGM or any other concerned local authority or to the State Government or in the event of any other payment for a similar nature becoming payable in respect of the said Land and/or in respect of the various premises to be constructed thereon including the said Unit, the same shall be borne and paid by the Purchaser/s. The Developer shall be entitled in its discretion (without being obliged) to make such payment of levy or premium, taxes, cess, fees, charges, etc., to the concerned authorities and recover the same from the Purchaser/s and the same would be reimbursed by the Purchaser/s to the Developer in proportion of the area of the said Unit to the total area of all the new premises being developed and constructed on the said Land within a period of 7 (seven) days from a demand being made by the Developer on the Purchaser/s. 14.6 The Purchaser/s is/are further made aware that potable water supply is provided by the MCGM and other concerned government authorities, and shall be made available to the Sale Building as per the supply received from such authorities. It is clarified that the Developer has not represented to the Purchaser/s or undertaken to the Purchaser/s that consistent water supply to the said Unit is assured, as the same is subject to availability and supply from the concerned authorities. The only obligation of the Developer shall be to obtain the requisite connection from the water mains to the said Land in accordance with the applicable rules and regulations of the MCGM. 15 TAXES: 15.1 The Purchaser/s is/are aware that the amount of Purchase Price as set out in Annexure ‘K’ hereto, is exclusive of the all the taxes applicable to transactions for the sale of constructed premises as levied by the State and Central Government through their respective Finance Acts and various clarifications/notifications and regulations (hereinafter referred to as “the said Taxes”). The term “said Taxes”, wherever the same appears hereafter shall be deemed to include the Goods and Services Tax and all other taxes (other than income tax) (by whatever name called and whether applicable now or in future) as may be applicable on the transaction of sale of premises by a Developer to any third party. 15.2 It is hereby agreed between the Parties and it is clarified that at the time of execution of this Agreement for Sale, that there is a liability for payment of the said Taxes on the transaction recorded in this Agreement for the sale of the said Unit by the Developer to the Purchaser/s. The Purchaser/s agree/s and undertake/s that all such indirect taxes including Goods and Services Tax are payable by the Purchaser/s solely; and that the Developer is not liable to bear and/or pay the same. It is hereby agreed between the Parties and it is clarified that at the time of execution of this Agreement for Sale, that there is a liability for payment of the said Taxes on this Agreement for the sale of the said Unit by the Developer to the Purchaser/s. The Purchaser/s agree/s and undertake/s that the same is payable by the Purchaser/s and that the Developer is not liable to bear and/or pay the same. In the event if any rebate or credit or set off is available to the Developer of any amounts paid by the Developer against the payment of the said Taxes, then and in such an event, the Developer shall, solely and exclusively be entitled to such credits or rebates. The Developer may in its sole and absolute discretion claim or not claim such set off or credit or rebate and the Developer shall not be liable to pass on the benefit thereof to the Purchaser/s. Therefore, the Purchaser/s hereby agree/s and undertake/s to pay the amounts for the said Taxes to the Developer or the concerned authorities within a period of 7 (seven) days from the date of the Developer calling upon the Purchaser/s to do so, without any delay or demur or without claiming to be entitled to any rebates or set offs or credits. 15.3 It is further agreed by and between the Parties that In the event if any tax set-off or tax credit (by whatever name called) is available to the Developer with regard to any the said Taxes, then the Developer shall solely be entitled to claim the same and be entitled to the benefit of such tax set-off or tax credit and it is agreed that the Purchase Price and the installments thereof as mentioned in this Agreement are arrived at after passing on the benefit of the tax set-off and tax credit to the Purchaser/s and taking into account and considering that the Developer shall be solely entitled to claim the and be entitled to the benefit of such tax set-off or tax credit. 15.4 It is hereby further agreed that in addition to the said Taxes, in the event of any amount becoming payable now or in the future by way of levy or premium, taxes, cess, fees, charges, sales tax, value-added tax, service tax, goods and services tax, or any other tax by whatever name called, to any authority or to the State Government or to the Central Government or in the event of any other payment of a similar nature, save and except the tax on income of the Developer, arising out of or in connection with transaction contemplated hereby, the Purchaser/s shall be solely liable to bear and pay the same and the Developer shall not be liable for the same. It is clarified that the liability to bear and pay the amounts as mentioned in this Clause 15 shall be a continuing and permanent responsibility and liability of the Purchaser/s. The Developer shall in its discretion be entitled (without being obliged) to make such payment of levy or premium, taxes, cess, fees, charges, etc., to the concerned authorities and recover the same from the Purchaser/s and the same would be reimbursed by the Purchaser/s to the Developer within a period of 7 (seven) days from a demand being made by the Developer on the Purchaser/s, failing which, the amount so paid by the Developer shall carry interest at the Agreed Interest Rate on and from the date on which the same was payable by the Purchaser/s until realisation thereof by the Developer. 15.5 All amounts towards the Purchase Price as payable by the Purchaser/s to the Developer, shall be paid by the Purchaser/s, subject to deduction of tax at source as per the provisions of Section 194IA of the Income Tax Act, 1961; and the Purchaser/s shall within the time prescribed by the provisions of the Income Tax Act, 1961 and the Rules framed there under, furnish to the Developer the requisite certificates of deduction of tax at source. It is clarified that non-payment of the amount of the deduction of tax at source to the concerned authorities or non-furnishing by the Purchaser/s of the requisite certificate of deduction of tax at source to the Developer shall be deemed to be a breach equivalent to non-payment of the Purchase Price amount and shall accordingly attract the consequences as mentioned in Clause 3 above. 16 BREACHES: 16.1 The Purchaser/s agree/s and undertake/s to and shall observe perform and comply with all the terms and conditions and covenants to be observed performed and complied with by the Purchaser/s as set out in this Agreement (save and except the obligation of the Purchaser/s to pay the balance Purchase Price and other sums as aforesaid, for which the consequences as mentioned in Clause [3] hereof shall apply) if the Purchaser/s neglect/s, omit/s, or fail/s to observe and/or perform the said terms and conditions and covenants for any reason whatsoever then in such an event, the Developer shall be entitled after giving 15 (fifteen) days’ notice to remedy or rectify the default and in the event of the Purchaser/s failing to remedy or rectify the same within the said notice period, this Agreement shall be terminable at the sole and exclusive option of the Developer without any further act and/or reference and/or recourse to the Purchaser/s and in the event of Developer so terminating this Agreement, the consequences of termination as set out in Clause [3] hereof shall apply. 16.2 The Developer shall not be liable to pay to the Purchaser/s herein any interest, compensation, damages, costs or otherwise in case of termination under Clause [3] or this Clause [16]. The residue balance amount after deducting amounts under Clause [16.1] hereinabove shall be deemed to have been accepted by the Purchaser/s herein in full satisfaction of all his/hers/their claim under this Agreement and/or in respect of the said Unit, whether the Purchaser/s present/s the cheque/s for payment to his/her/their bankers or not. 16.3 The Purchaser/s hereby agree/s and undertake/s that he/she/they are not entitled to and shall not have any right, title, interest, share, claim, demand of any nature whatsoever and howsoever arising against the Developer /its transferee/s/allottee/s/nominee/s and/or otherwise in to upon the said Premises in such an event of termination. 17 ELEVATION OF THE SALE BUILDING: The Purchaser/s shall neither alter, amend, modify etc., the elevation of the said Unit or the Sale Building, whether on side, front or rear nor shall the Purchaser/s alter, amend, modify the entrance lobby, staircase, lift, passage/s, terrace, internal or external walls, etc. of the Sale Building and shall keep and maintain the above in the same form as the Developer constructs the same and shall not at any time alter the said elevation in any manner whatsoever without the prior approval or alter the attachments to the elevation of the Sale Building, including fixing or changing or altering grills, ledges, windows, air conditioners, chajjas etc. The Purchaser/s further agree/s to fix their air-conditioners, whether window or split only after the written permission of the Developer and at such places as may be earmarked by the Developer for the same. The Developer’s decision in this regard would be final and binding on the Purchaser/s. The Purchaser/s hereby covenant/s with the Developer that the Purchaser shall not hang clothes for drying or otherwise on the façade of the Sale Building or anywhere outside the said Unit on any ground whatsoever and howsoever arising. All washing and/or drying equipment required to be installed by the Purchaser/s shall be installed within the said Unit and nowhere else in the Sale Building. The Purchaser/s shall not carry out any changes/amendments, which may affect the outside elevation of the Sale Building on the ground that the same are not visible from outside the Sale Building. The Purchaser/s hereby agree/s that the Purchaser/s shall not do and/or carry out any act, deed, matter or thing whereby the said elevation of the Sale Building is affected in any manner (whether adversely or not) and/or whereby the look and feel of the elevation is modified or appears to be modified. 18 REPRESENTATIONS, WARRANTIES AND COVENANTS The Purchaser/s with an intention to bring all persons into whose hands the said Unit may come, doth/do hereby represent/s and assure/s to and undertake/s and covenant/s with the Developer as follows: 18.1 To maintain the said Unit at the Purchaser’s/Purchasers’ own cost in good and tenantable repair and condition from the date the possession of the said Unit is offered to the Purchaser/s and to not do anything or suffer anything to be done in or to the Sale Building and to the balconies, elevation-projections, staircase or any passage, which may be against the rules, regulations or bye-laws of the concerned local or any other authority nor to the said Unit itself or any part thereof; 18.2 Not to enclose the open balcony, flower bed, ducts or any other open area pertaining to the said Unit, whereby any FSI whatsoever is deemed to be consumed and without prejudice thereto not to do any act, deed, matter or thing, whereby any rights of the Developer are in any manner whatsoever prejudiced/ adversely affected; 18.3 Not to carry out in or around the said Unit any alteration/changes of structural nature without the prior written approval of the Developer and the Structural Engineers and the RCC Consultants of the Sale Building and the concerned authorities; 18.4 To ensure that no nuisance/annoyance/ inconvenience is caused to the other occupants of the Sale Building by any act of the Purchaser/s; 18.5 Not to claim any rights including any easements or other similar rights in to or upon any other part or portion of the said Land; 18.6 Not to store in the said Unit any goods which are of hazardous, combustible or dangerous nature, save and except domestic gas for cooking purposes, or goods which are so heavy so as to damage the construction or structure of the Sale Building or storing of which goods is objected to by the concerned local or other authority and shall not carry or cause to be carried any heavy packages, showcases, cupboards on the upper floors which may damage or is likely to damage the staircase, common passage or any other structure of the Sale Building. On account of negligence or default of the Purchaser/s in this behalf, the Purchaser/s shall be personally liable for the consequence of the breach and shall be liable to bear and pay the damages as may be determined by the Developer and the same shall be final and binding upon the Purchaser/s and the Purchaser/s shall not be entitled to question the same; 18.7 To carry out at his/her/their own cost all the internal repairs to the said Unit and maintain the said Unit in the same condition, state and order in which it was delivered by the Developer to the Purchaser/s (usual wear and tear excepted); 18.8 Not to demolish the said Unit or any part thereof including interalia the walls, windows, doors, etc., thereof, nor at any time make or cause to be made any addition or any alteration in the elevation and outside colour scheme of the Sale Building and shall keep the portion, sewers, drains, pipes, in the said Unit and appurtenance/s thereto in good, tenantable repair and condition and in particular so as to support, shelter and protect the other parts of the Sale Building and shall not chisel or any other manner damage the columns, beams, walls, slabs or RCC pardis or other structural members in the said Unit or the Sale Building without the prior written permission of the Developer and/or the Proposed Legal Entity (after formation); 18.9 Not to do or permit to be done any act, deed, matter or thing, which may render void or void able any insurance of the Sale Building or any part thereof or whereby any increase premium shall become payable in respect of the insurance; 18.10 Not to throw dirt, rubbish, rags, garbage or other refuse or permit the same to be thrown from the said Unit in the compound or on the terrace or on the other premises or any portion of the said Land; 18.11 To bear and pay any increase in local taxes, water charges, insurances and such other levy/ if any which are imposed by the concerned local/public authority either on account of change of user or otherwise in respect of the said Unit by the Purchaser/s; 18.12 The Purchaser/s shall not be entitled to transfer, assign or part with the interest or any benefit of this Agreement, without the prior written permission of the Developer, until all the dues payable by the Purchaser/s to the Developer hereunder and/or otherwise are fully paid up; 18.13 The Purchaser/s shall abide by, observe and perform and comply with all the rules, regulations and bye-laws or charter documents of the Proposed Legal Entity as also the additions, alterations or amendments thereof that may be made from time to time for protection and maintenance of the Sale Building and the premises therein and for the observance and performance of the building rules, regulations and bye-laws for the time being of the concerned local authority and the Government and other public bodies and not commit breach thereof and in the event of the Purchaser/s committing breach thereof and/or any act in contravention of the above provision, the Purchaser/s shall be personally responsible and liable for the consequences thereof to the Proposed Legal Entity and/or the concerned authority and/or other public authority; 18.14 The Purchaser/s shall also observe, perform and comply with all the stipulations, terms and conditions laid down by the Proposed Legal Entity, regarding the occupation and use of the said Unit and shall bear and pay and contribute regularly and punctually towards the taxes, expenses or other outgoings as may be required to be paid from time to time. 18.15 The Purchaser/s shall permit the Developer and its surveyors and agents with or without workmen and others, at all reasonable times, to enter into and upon the said Land /Sale Building /said Unit and/or any part thereof to view and examine the state and condition thereof, and to carry out the repair or replacements therein for a period of 5 (Five) years from the Purchaser/s being put in possession of the said Unit; 18.16 The Purchaser/s undertake/s not to enclose any passage/s, lobby or other common areas in the Sale Building in any manner whatsoever and not to cover the voids in any place in the Sale Building or store any goods/chattels in the common areas including the chajjas or sheds or service areas behind the toilets; 18.17 The Purchaser/s and/or his/her/their staff, employees, servants, agents, etc. shall not dispose off or throw any garbage or dirt or rubbish in the sinks of the toilets or basins provided in the common areas of the Sale Building and/or in the said Unit. The dry and wet garbage shall be separated and the wet garbage generated in the building shall be treated separately on the same plot by the occupants of the building in the jurisdiction of MCGM. The Purchaser/s shall at all times co-operate with the Developer for adoption of any mechanism or common scheme of garbage collection, garbage disposal including inter alia by segregating various types of garbage as may be communicated by the Developer from time to time; 18.18 The Purchaser/s shall not permit any of his/her/their staff, employees, servants, agents or any other person/s to use and/or occupy and/or sleep in any common passages, staircases or common areas of the Sale Building; 18.19 The Purchaser/s shall ensure that all the agents, staff, employees, etc., of the Purchaser/s shall actively participate in all fire, earthquake, terror and other safety drills as may be conducted by the Developer or by any concerned authorities from time to time; 18.20 The Developer shall provide to the Purchaser/s a municipal water connection in respect of the said Unit. The Developer shall not be held liable or responsible in any respects whatsoever if the concerned authorities are unable to provide the water supply to the said Unit. The Purchaser/s is/are further informed that for the purposes of flushing, water may be provided from the Sewage Treatment Plant (if so installed) and/or the bore wells and the Purchaser/s shall not object to the same; 18.21 The Purchaser/s is/are also aware that the Developer has paid to SRA and other concerned authorities, various premiums towards construction of the staircase, lift lobby, passages, and other areas free of FSI and the Purchaser/s shall not raise any objection with regard thereto; 18.22 The Purchaser/s is/are aware and hereby expressly agrees that the Developer will be developing the said Land and will be constructing buildings thereon in the manner as the Developer may deem fit and proper. The Purchaser/s shall not take any objection to such construction/development either on the ground of nuisance, annoyance and/or any other grounds of any nature whatsoever and/or shall not cause any impediment to the full, free and uninterrupted development of the said Land by creating hindrances or filing any complaints or legal proceedings before any authorities seeking the stalling of such development/construction. The Purchaser/s shall not directly or indirectly do anything to prevent the Developer or any of their nominee/s or transferees from developing and/or carrying out construction of new buildings on any part of the said Land; 18.23 As may be required by the Adani Electricity Mumbai Limited or Tata Power Company Limited or Maharashtra State Electricity Board or any other authorised electricity providers, a substation room may be provided to such electricity provider in any part of the layout of the said Land for supplying electricity to the building/s on the said Land and/or any part thereof and/or to the buildings constructed in the vicinity of the said Land; and the Purchaser/s hereby grant/s his/her/their accord to the Developer for the same. The Developer may be required to and if so required, the Developer shall execute a deed of lease/sub-lease/conveyance in favour of any concerned electricity provider for such area on which the substation room is to be provided as may be required. The Purchaser/s shall not raise any objection and/or obstruction to the putting up and construction of the electric substation and its structures and allied constructions, room/s, pipes and boxes, electrical meters, cables, connections and other matters in this connection and shall provide all co-operation and assistance as may, from time to time, be necessary in this respect as per the rules and requirements of the electricity provider. The Proposed Transfer shall be subject to such lease/sub-lease/conveyance as may be executed in favour of such electricity provider; 18.24 The Purchaser/s is/are aware of various concessions, approvals granted to the Developer at the time of construction of the Sale Building including the condoning of open space deficiencies in the course of construction of the Sale Building; and the Purchaser/s undertake/s not to raise any objection in respect of the open space deficiency and shall also not raise any objection in respect to the construction and/or development activities carried on in the adjoining plots; 18.25 The Purchaser/s has/have also read and understood the terms and conditions and the obligations as prescribed in the various approvals and sanctions obtained by the Developer and the undertakings given by the Developer to the SRA and other concerned authorities that some of such conditions and/or obligations shall require compliance in continuity even after the development and construction of the Sale Building is completed and after the management of the Sale Building is handed over to Proposed Legal Entity and the Purchaser/s has/have agreed to abide by and comply with such continuing conditions and obligations; 18.26 The Purchaser/s is/are aware that the Developer intends to provide superior quality of services and facilities for the residents of the Sale Building and for such purpose, the Developer may appoint a professional Facility Management Company (hereinafter referred to as “the FMC”) for the maintenance of the Sale Building and the common areas and amenities in the said Land. The Purchaser/s along with the other purchaser/s of the premises in the Sale Building and other structures on the said Land shall be entitled to avail of the services to be provided or arranged by or through the FMC at a cost or charges that may be fixed between the Developer and the FMC. All common costs, charges and expenses that may be claimed by the FMC shall be to the account of and borne by the purchasers/holders of the premises in the Sale Building. These common costs shall be shared by all such purchaser/s on pro-rata basis determined by the Developer, which determination shall be binding on the Purchaser/s; 18.27 The Purchaser/s agrees and undertakes to cause the Proposed Legal Entity to be bound by the rules and regulations that may be framed by the FMC from time to time. The Purchaser/s along with the other Purchaser/s in the Sale Building shall undertake and cause the Proposed Legal Entity to ratify the appointment of the FMC as aforesaid; 18.28 The Purchaser/s is/are aware that the Developer is not in the business of or providing services proposed to be provided by the FMC or through the FMC. The Developer does not warrant or guarantee the use, performance or otherwise of these services provided by the FMC. The Parties hereto agree that the Developer is not and shall not be responsible or liable in connection with any defect or the performance/non-performance or otherwise of these services provided by the FMC; 18.29 The Purchaser/s shall not object to the Developer applying for and obtaining part occupancy certificates from the SRA or the MCGM in relation to any part of the Sale Building for the purpose of granting occupation to certain premises acquirers in the Sale Building; 18.30 As a part of a marketing exercise or otherwise in the event if the Developer is required under law, the Developer may disclose and/or publish the name of the Purchaser/s and/or other acquirers of the units (jointly and/or severally) along with their occupation and also use their photographs to such third parties as the Developer may deem fit and the Purchaser/s either in their individual capacity or as members of the Proposed Legal Entity shall not object thereto; 18.31 The Developer may permit various consultants, service providers, financiers, manufacturers, suppliers and other third parties to publish the image of the Sale Building and the name of the Sale Building in advertisements, publications, brochures, and such other marketing and/or promotional materials as the Developer may deem fit and the Purchaser/s either in their individual capacity or as members of the Proposed Legal Entity shall not object thereto; 18.32 The Purchaser/s is/are further made aware that the Developer is engaged in the business of construction, development and redevelopment of immoveable properties in and around Mumbai, and during the construction of the Sale Building and after completion thereof, the Developer may desire to show the Sale Building and/or any areas therein including but not limited to the common areas (during construction/development or after completion thereof) to various prospective clients of the Developer including inter alia occupants of building/s, which the Developer is redeveloping or is proposing to redevelop and accordingly, the Developer may arrange for site visits to the said Land and the Sale Building and may organize functions in the common areas like compound/s, terrace/s, lobby/ies podium, and other areas in the Sale Building for such purposes and the Purchaser/s either in their individual capacity or as members of the Proposed Legal Entity shall not object thereto; 18.33 It is clarified that the rights of the Developer as specified in Clauses 18.30, 18.31 and 18.32 above are permanent rights granted to the Developer by the Purchaser/s and the Developer shall not be liable to make payment of any compensation to the Purchaser/s and/or the Proposed Legal Entity in relation to exercise of such rights; 18.34 The Purchaser/s hereby acknowledge/s that the Developer has paid and shall be paying various amounts to the concerned authorities including inter alia the SRA and/or the MCGM as deposits, premiums and other charges for the purpose of obtaining various approvals from such authorities and in the event of any amounts being refunded by the concerned authorities at any time hereafter (notwithstanding whether the construction of the Sale Building is completed or not), the Developer shall be solely and exclusively be entitled for such refunds and the Purchaser/s and or the Proposed Legal Entity shall not be entitled to the same; and 18.35 The Purchaser/s has/have also read and understood the contents of all documents, approvals, plans (including amendments thereto), mentioned in respect of the said Project including inter alia documents available on the website of the Maharashtra Real Estate Regulatory Authority in respect of the Project and are completely satisfied with the contents thereof, and the Purchaser/s hereby confirms/s and acknowledge/s the contents thereof. In any event, if any further no-objections, permissions, writings, or confirmations are required by the Developer for the said purpose, then the Purchaser/s shall promptly and without any demur or delay issue all requisite no-objections, permissions, or confirmations that the Developer may require for confirming and acknowledging the disclosures made to the Purchaser/s in such documents, approvals, plans (including amendments thereto). 19 INDEMNITY: The Purchaser/s is/are aware that only on the basis of and relying on the representations, assurances, declarations, covenants and warranties made by him/her/them herein, the Developer has agreed to and is executing this Agreement and Purchaser/s hereby agree/s to indemnify and keep indemnified the Developer absolutely and forever from and against all and any damage or loss that may be caused to the Developer including interalia against and in respect of all actions, demands, suits, proceedings, penalties, impositions, losses, damages, costs, charges and expenses, that may be caused to or incurred, sustained or suffered by the Developer, by virtue of any of the aforesaid representations, assurances, declarations, covenants and warranties made by the Purchaser/s being untrue and/or as a result of the Developer entering in to this Agreement and/or any other present/future writings with the Purchaser/s and/or arising there from. 20 TRANSFER OF THE SAID UNIT: If the Purchaser/s, before being put in possession of the said Unit, desire/s to sell or transfer his/her/their interest in the said Unit or wishes to transfer or give the benefit of this Agreement to person, the same shall be done only after the Purchaser/s obtain/s the prior written permission of the Developer in that behalf. In the event of the Developer granting such approval, the Purchaser/s shall be liable to and shall pay to the Developer such sums as the Developer may in its absolute discretion determine by way of the transfer charges and administrative and other costs, charges, expenses pertaining to the same PROVIDED HOWEVER that such transferee/s/assignee/s of the Purchaser/s shall always be bound and liable by the terms, conditions and covenants hereof and on the part of the Purchaser/s to be observed, performed and complied with. All the provisions of this Agreement shall ipso facto and automatically apply mutatis mutandis to such transferee/s/assignee/s also. 21 COMPLIANCE OF FOREIGN EXCHANGE AND REMITTANCE LAWS 21.1 The Purchaser/s, if resident/s outside India, shall be solely responsible for compliances relating to the necessary formalities laid down in the Foreign Exchange Management Act, 1999 (hereinafter referred to as “FEMA”), the rules and regulations of the Reserve Bank of India (“RBI”) and all other applicable laws, rules and regulations made with regard to purchase of immoveable property by person/s resident outside India and any statutory amendment(s), modification(s) thereof and all other applicable laws including that of remittance of payment/acquisition/sale/transfer of immovable properties in India etc.; and shall provide to the Developer with such permissions, approvals which would enable the Developer to fulfill its obligations under this Agreement. 21.2 The Purchaser/s understand/s and agree/s that in event of failure on the part of the Purchaser/s to comply with the obligations of the Purchaser set out in this Clause 21 hereof or failure to comply with the aforesaid applicable laws, rules, regulations, or guidelines issued by the RBI or other concerned authorities, the Purchaser/s shall be solely liable for any action under the FEMA or any of the aforementioned laws, rules, regulations, guidelines, etc. The Purchaser/s agree/s to keep the Developer fully indemnified and harmless in this regard and agree/s that the Developer shall accept no responsibility for the same. 21.3 The Purchaser/s further undertake/s to intimate the Developer in writing about any change in the residential status of the Purchaser/s subsequent upon signing of this Agreement; and to comply with the necessary formalities if any under the prevailing applicable laws. 21.4 It is hereby agreed between the Parties that the Developer shall not under any circumstances be held responsible towards any third-party making payment/remittances on behalf of any Purchaser/s of the said Unit applied for in any way. 22 MISCELLANEOUS: 22.1 Co‐operation: The Purchaser/s shall, from time to time, sign and execute all applications, papers and documents, and do all the acts, deeds, matters and things as the Developer may require, for safe guarding the interest of the Developer to the Sale Building and/or the premises therein. 22.2 Name of the Sale Building: The name of the Sale Building shall at all times remain as “AJMERA SHIKHAR”, unless changed by the Developer and the same shall not be changed (even after formation of the Proposed Legal Entity) without the prior written permission or approval of the Developer. The Developer shall be entitled to add at such places on the façade or compound wall/s or terrace/s or compound/s or common area/s in the Sale Building or otherwise in the said Land, placards, sign boards, neon signs, hoardings etc. indicating to the public at large that the Sale Building is being constructed and/or developed (during construction) or that the Sale Building has been constructed and/or developed (after construction) by the Developer. 22.3 Notices: All letters, circulars, receipts and/or notices to be served on the Purchaser/s as contemplated by this Agreement shall be deemed to have been duly served, if posted or dispatched to the Purchaser/s by Registered Post Acknowledgement Due (“RPAD”) or mailed at the electronic mail (e- mail) address as provided by the Purchaser/s to the Developer as stated hereunder or hand delivered at the address hereunder stated and shall effectually and completely discharge the Developer: 22.3.1 Developer Email ID : rera@ajmera.com Address : CITI Mall, Second Floor, Link Road Andheri (W) Mumbai - 400053 Contact no. : 022 66984000 22.3.2 Purchaser/s Email ID : [___________________] Address : [___________________] Contact no. : [___________________] 22.4 Income Tax PAN: The Parties are setting out hereunder their respective Income Tax Permanent Account Numbers: 22.4.1 Developer : AAEFV3541R 22.4.2 Purchaser/s : [___________________] 22.5 TDS: all amounts towards the Purchase Price as payable by the Purchaser/s to the Developer in accordance with Annexure ‘K’ hereof, shall be made by the Purchaser/s, subject to deduction of tax at source as per the provisions of Section 194IA of the Income Tax Act, 1961; and the Purchaser/s shall within the time prescribed by the provisions of the Income Tax Act, 1961 and the Rules framed there under, furnish to the Developer the requisite certificates of deduction of tax at source. It is clarified that non-payment of the amount of the deduction of tax at source to the concerned authorities or non-furnishing by the Purchaser/s of the requisite certificate of deduction of tax at source to the Developer shall be deemed to be a breach equivalent to non-payment of Purchase Price and shall accordingly attract the consequences as mentioned in Clause [3] hereof. 22.6 Obligations: all obligations of the Purchaser/s and covenants made by the Purchaser/s herein shall be deemed to be obligations and/or covenants, as the case may be, running with immoveable property viz. the said Unit and the observance, performance and compliance with such obligations and/or covenants shall be the responsibility of all persons into whose hands the said Unit may come. 22.7 Lien and Charge of the Developer: Notwithstanding anything contained herein, the Developer shall, in respect of any amount remaining unpaid by Purchaser/s under the terms and conditions of this Agreement, have a first lien and charge on the said Unit agreed to be purchased by the Purchaser/s hereunder. 22.8 Jurisdiction: Subject to what is provided in Clause [Error! Reference source not found.] the Courts in Mumbai shall have exclusive jurisdiction to try and entertain all disputes between the Parties hereto arising out of this Agreement or otherwise pertaining to the said Premises. 22.9 No Demise or Grant or Assignment: The Purchaser/s shall have no right, title, interest, share, claim demand of any nature whatsoever and howsoever arising in to upon the said Land and/or the Sale Building and/or otherwise howsoever against the Developer, save and except in respect of the said Unit. Nothing contained in this Agreement is intended to be nor shall be construed as a grant, demise or assignment in law, of the said Land and/or the Sale Building. 22.10 No Waiver: Any delay or indulgence shown by the Developer in enforcing the terms of agreement or any forbearance or giving of time to the Purchaser/s shall not be construed as a waiver on the part of the Developer of any breach or non-compliance of any of the terms and conditions of this Agreement by the Purchaser/s nor shall the same in any manner prejudice any rights of the Developer hereunder or in law. 22.11 Enforceability: Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement should be prohibited or rendered invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any unenforceable provision or provision which is ineffective or invalid under the applicable law shall be replaced and substituted by the Parties acting in good faith, by a provision which most nearly reflects the Parties’ intent in entering into such unenforceable provision or provision which is ineffective or invalid under the applicable law. 22.12 Entire Agreement: The Parties hereto acknowledge, declare and confirm that this Agreement represents the entire and only agreement between themselves regarding the subject matter hereof and no modifications hereto shall be valid and binding unless the same are reduced to writing and signed by both the Parties. Unless specifically mentioned herein, this Agreement supercedes: 22.12.1 All agreements, negotiations, allotments, letters, commitments, writings, if any executed between the Purchaser/s and Developer prior to the date of execution of this Agreement, pertaining to the subject matter hereof; 22.12.2 All representations, warranties, commitments, etc. made by the Developer in any documents, brochures, hoarding, advertisements, pamphlets, statements on the Developer’s website/s, model/s of the Sale Building, etc. and/or through on any other medium; 22.12.3 The Developer shall not be bound by any such prior agreements, negotiations, commitments, writings, discussions, representations, warranties and or compliance thereof other than expressly agreed by the Developer under this Agreement; and 22.12.4 In case of any inconsistency between this Agreement and any other document, this Agreement shall prevail. Each Party shall exercise all his/its respective rights and do all such things as may be necessary to give full effect to, and ensure compliance with, the provisions of this Agreement. 22.13 Headings: The headings, subheadings, titles, subtitles used for the Clauses under this Agreement are only for the sake of convenience and easy identification of the provisions and headings, subheadings, titles, subtitles to Clauses, Sub-Clauses and paragraphs are for information only and shall not form part of the operative provisions of this Agreement or the Schedules and Annexures hereto and shall be ignored in construing and interpreting the same. THE FIRST SCHEDULE ABOVE REFERRED TO All that piece and parcel of land admeasuring 2,989.90 square meters or thereabouts bearing Survey no. 46 Hissa no. 1 and 2 (part) and bearing corresponding CTS nos. 512/B (part), 512/B/1 to 512/B/28 all of Village Malad (North), Taluka Borivali in the Registration District of Mumbai Suburban, lying, being and situate at Narsing Lane, Malad (West), Mumbai 400 064 and which land is bounded as follows: On or towards the North by : Adjoining Plot on CTS no. 484 On or towards the South by : Proposed Building 4 On or towards the East by : Adjoining Plot No CTS no. 511 On or towards the West by : CTS no. 69 B of Village Valnai THE SECOND SCHEDULE ABOVE REFERRED TO The Unit (viz. residential flat) bearing no. [________], on the [_____________] floor admeasuring approximately [________] square feet carpet area i.e. approximately [________] square meters carpet area (which area is computed in accordance with the provisions of Section 2 (k) of RERA and as per the RERA Rules) in the Sale Building to be constructed on a portion of the said Land more particularly described in the First Schedule hereinabove written. It is clarified that the carpet area of the said Unit, as mentioned hereinabove (excluding the area of balcony) is computed in accordance with the provisions of Section 2 (k) of RERA and as per the RERA Rules (viz. the net usable floor area of an apartment, excluding the area covered by the external walls, areas under services shafts, exclusive balcony or verandah area and exclusive open terrace area, but including the area covered by the internal partition walls of the apartment). [However, the carpet area of the said Unit in the presently approved plans (as approved by the SRA in accordance with the provisions of the applicable DCPR) is reflected as [____] square meters.] [THE THIRD SCHEDULE ABOVE REFERRED TO] Common Areas and Facilities PART A ‐LIMITED COMMON AREAS  Staircases, landing and landing on each floor will be limited amongst the occupants of that particular floor.  Lobbies/ Passage in front of Lifts and staircases on each floor, will be limited amongst the occupants of that particular floor  Car parking spaces in accordance with the provisions of Clause 13 hereof. PART B ‐ COMMON AREAS  Main Entrance Lobby of the Sale Building.  Common terraces over the topmost habitable floor (all terraces on the other habitable floors, if approved and provided will not be included in common areas and may be designated as limited common areas).  Underground water tank and overhead water tanks, water pipes and water meters, water pumps.  Electric Common board, all common wiring and common switches.  Common lights in staircases and landings.  Storm water drains.  Compound Wall. IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribe their respective hands on the day and year the irst above written. SIGNED SEALED AND DELIVERED ) By the within named “Developer” ) M/s. Vishal Constructions ) through the hands of its Authorized Signatory ) Mr. Dhaval R. Ajmera ) in presence of ) 1. ) 2. ) SIGNED AND DELIVERED ) by the within named Purchaser/s ) [________________________] ) in the presence of ) 1. ) 2. ) Annexure ‘K’ DETAILS OF PURCHASE PRICE AND INSTALLMENTS OF PURCHASE PRICE The Purchase Price payable by the Purchaser/s to the Developer in respect of the said Unit shall be Rs. [_________________]/‐ (Rupees [______________________________________] Only). The said consideration/purchase price of Rs. [________________]/‐ (Rupees [_______________] Only) shall be paid by the Purchaser/s to the Developer in the following manner: Sr. Payments to be made in the following Percentage of Amount No manner Amount to be paid (Rs.) 1. Allotment 9% 2. Execution of Agreement for Sale 11% 3. On Completion of Plinth. 5% 4. On Completion of 1st Slab. 2.5% 5. On Completion of 2nd Slab. 2.5% 6. On Completion of 3rd Slab. 2.5% 7. On Completion of 4th Slab. 2.5% 8. On Completion of 5th Slab. 2.5% 9. On Completion of 6th Slab. 2.5% 10. On Completion of 7th Slab. 2.5% 11. On Completion of 8th Slab. 2.5% 12. On Completion of 9th Slab. 2.5% 13. On Completion of 10th Slab. 2.5% 14. On Completion of 11th Slab. 2.5% 15. On Completion of 12th Slab. 2.5% 16. On Completion of 13th Slab. 2.5% 17. On Completion of 14th Slab. 2.5% 18. On Completion of 15th Slab. 2.5% 19. On Completion of 16th Slab. 2.5% 20. On Completion of 17th Slab. 2.5% 21. On Completion of 18th Slab. 2.5% 22. On Completion of 19th Slab. 2.5% 23. On Completion of 20th Slab. 2.5% 24. On Completion of 21st Slab. 2.5% 25. On Completion of 22nd Slab. 2.5% 26. On Completion of Masonry 3.75% 27. On Completion of Internal Plaster Work 3.75% 28. On Completion of Plumbing 5% 29. On Completion of External Plaster Work 2.5% 30. Possession 5% Total 100%