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INDIA NON JUDICIAL

Govemment of National Gapital Territory of Delhi

e€tamp

tN-D1m6069702622190

16-Mar-2018 11:49 AM

IMPACC (SH)/ dlshimplT/ KK DOOMA COURT/ DL-DLH

suBrN-DLDLSHtMPl 7045932928839400

IDBI TRUSTEESHIP SERVICES LIMITED

Article Others

Not Applicable

0(Zero)

IDBI TRUSTEESHIP SERVICES LIMITED

KOHINOOR CTNL INFRASTRUCTURE CO PW LTD

IDBI THUSTEESHIP SERVICES LIMITED

200(Two Hundred only)

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Certr'ficate No.

Certificate lssued Date

Account Reference

Unique Doc. Reference

Purchased by

Description of Document

Property oescription

Consideralion Price (Bs.)

First Party

Second Party

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Stamp Duty Amount(Rs.)

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DEBENTURE TRUST DEED

BETWEEN

KOHINOOR CTNT INFRASTRUCTURE COMPANY PRIVATE LIMITED("coMPANY")

AND

MR. UNMESH JOSHI(.,ERSTWHtLE PROMOTER r')

AND

KOHINOOR PROJECTS PRIVATE TIMITED(,,ERSTWHtrE PROMOTERTT')

AND

KOHINOOR PTANET CONSTRUCTIONS PRIVATE I.IMITED("ERSTWHtLE PROMOTER Ir)

AND

IDBI TRUSTEESHIP SERVICES LIMITED("TRUSTEE")

DATED:MARCH 19,2018

NSY q=--

2.

3.

4.

DEBENTURE TRUST DEED

This DEBENTURE TRUST DEED ismade at New Delhionthis lgthday ofMarch, 2018:

BETWEEN:

1. KoHlNooR crNL lNFRAsrRUcruRE COMPANY PR|VATE UMtrED, a company incorporatedunder the companies Act, 1955 with clN No. U4s200MH2005pLc1558oo and having itsregistered office at 203-204, Prabhadevi tndustrial Estate, Veer Savarkar Marg, prabhadevi,

Mumbai - 400 025(hereinafter referred to as the "Company" or,,Borrower',, which expressionshall, unless repugnant to the context or meaning thereof, deem to include its successors andpermitted assigns) of the First Part;

MR. UNMESH JOSHI, an lndian citizen aged about 52 years, son of Mr. Manohar Joshi, havingpassport No. Z3505425,resident of 101 Oceana Apts., Keluskar Marg, Shivaji park, Dadar-West,Mumbai - 400 028 (hereinafter referred to as the "Erstwhilepromoter 1,,, which expressionshall, unless repugnant to the context or meaning thereof, deem to include his legal heirs,successors and permitted assigns) of the Second Part;

KOHINOOR PROJECTS PRIVATE LIMITED, a company incorporated under the Companies Act,1955 with CIN No. U45200MH2005PTC154831, having its registered office at KohinoorCorporate Office, SenapatiBapat Marg, Mumbai - 400028, Maharashtra(hereinafter referred toas the "ErstwhilePromoter ll", which expression shall, unless repugnant to the context ormeaning thereof, deem to include its successors and permitted assigns) of the Third part;

KOHINOOR PLANET CONSTRUCTIONS PRIVATE tlMlTED, a company incorporated under theCompanies Act, 1956with CIN No. U45102 M H 1996PTC103315, having its registered office atKohinoor Corporate Office, SenapatiBapat Marg, Mumbai - 400028, Maharashtra (hereinafterreferred to as the "ErstwhilePromoter lll", which expression shall, unless repugnant to thecontext or meaning thereof, deem to include its successors and permitted assigns) of theFourth Part;

5. lDBl TRUSTEESHIP SERVICES LIMITED, being a company registered under the Companies Act,

1956 with CIN No. U55991M H2001G01131154, having its registered office at Asian Building,

Ground Floor, 17. R. Kamani Marg Ballard EstateMumbai Maharashtra - 400 00l.lndia and a

branch office at 1lth Floor, 1105, Arunachal Building, Barakhamba Road, New Delhi - 110 001,

registered as a debenture trustee pursuant tothe Debenture Trustee Regulations(hereinafterreferred to as the "Trustee", which expression shall, unless repugnant to the context ormeaning thereof, deem to include its successors and permined assigns) of the Fifth Part.

Erstwhile Promoter l, Erstwhile Promoter ll, and Erstwhile Promoter lll are collectively referred to as

"ErstwhilePromoters". Each of the parties mentioned above are hereinafter collectively referred to as

the "Parties" and individually a s a "Parlr/' .

WHEREAS:

A. The Company is developing "Kohinoor Mills 3" or "Kohinoor Square", located at N. C, Kelkar

Road, Shivaji Park, Dadar (West), Mumbai - 400028, and more particularly described in

AND

B.

F.

Schedulel3("Proiect").

On 3'd May 2017, a financial creditor of the Company, namely Edelweiss Asset Reconstruction

Company Limited, acting in its capacity as a trustee of EARC Trust -SC 2L2, liled a petition undersection 7 of lnsolvency and Bankruptcy Code, 2015 ("lnsolvency and Bankruptcy Code") forinitiating corporate insolvency resolution process ("CIRP') before National Company Law

Tribunal, Mumbai Bench ("NCLr') against the Companyas the Company had defaulted in

making repayments of the financial debts owed to it amounting to Rs. 50,95,00,000 (Rupees

Fifty Crore Ninety Six Lakh only) which had been assigned by the Company's original lenders

andAndhra Bank.The NCLT admitted the petition on June 1.6, 2OL7 and the CIRP was initiated

against the Company.

Pursuant to CIRP against the Company, a resolution plan was formulated which was presented

and approved by the committee of creditors of the Company and then submitted to NCLT forits final approval. NCLT approved the resolution plan on February 27,2018 (the "Resolution

Plan").

As per the terms of the Resolution Plan, the existing debt of the Company is being restructured.

Accordingly, the existing debt of the Company is to be restructured in terms of a master

restructuring agreement, that will be entered into between, inter olio, the Company, Erstwhile

Promotersand the Existing Lender ("Master Restructuring Agreement").

The Resolution Plan envisages, inter olio, priority funding by way of issue of non-convertible

debentures by the Companyto the Debenture Holders (os defined hereinofter).The proceeds

from the issuance of such Debentures shall, inter olo, be utilized for funding the remaining

Project to complete the same, as per the terms of the Resolution Plan.

Consequently, the Company has, pursuant tothe approval ofits Board los defined hereinofterl in

terms of the resolutions passed under Section 179 of the Act at the board meeting held on

March 3,2o18,agreed to issue and allot Debentures (as defined hereinafter) for an aggregate

nominal amount ofup toRs. 650,00,00,000 (Rupees Six Hundred and Fifty Crore only) on private

placement basis pursuant to the Debt Listing Regulations, to the Debenture Holders, as per the

terms of this Deed.

G. The Company has appointed lDBl Trusteeship Services Limited to act as the trustee for the

Debenture Holders (os defined hereinofter), and has obtained the consent of lDBl Trusteeship

Services Limitedpursuantto the Debenture Trustee Agreement los defined hereinofterl.

H. This Deed sets out the terms and conditions of the issue of Debentures, the rights and powers

of the Trustee and the terms and conditions on which the Trust Property (os defined

hereinofter\ is to be held and administered by the Trustee for the benefit of the Secured

P arlies(o s d el i ne d h e r e i n olte rl.

NOW, THEREFORE, in consideration of the premises and mutual atreements and covenants

contained in this Deed and other good and valuable consideration (the receipt and adequacy of

which are hereby mutually acknowledged), each ofthe Parties hereby agree asfollows:

c.

D.

E.

Erstwhile Promoter lll

1, DEFINITIONS AND INTERPRETATION

I,L Definitions

ln this Deed, except where the context otherwise requires (i) capitalised terms definedanywhere in this Deed by inclusion in quotations and/or parenthesis have the meanings soascribed, and (ii) the following terms shall have the following meanings:

"Acceleration Notice" shall have the meaning ascribed to such term in clauseL2.2.3(Consequences of Event of Defoult) hereto;

"Act" means the Companies Act,2013, Companies Act, 1956 (to the extent in operation), andshall include any other statutory amendment or re-enactment or substitution thereof;

"Affiliate" means a subsidiary or a Holding company of a person or any other subsidiary of thatHolding Company;

"Affirmative Vote ltems"means matters listed in Schedule 12;

"Applicable Law"meansall laws, bye-laws, ordinances, statutes, rules, orders, decrees,injunctions, licences, permits, approvals, authorisations, consents, waivers, privileges,protocols, notices, guidelines, policies, directions, judgments, agreements and regulations orother requirements of any Governmental Authority having iurisdiction over the relevant matteras such are in effect as of the date hereof or as may be amended, modified, enacted or revokedfrom time to time hereafter, including for avoidance of doubt, the securities and ExchangeBoard of lndia Act, 1992, Foreign Exchange Management Act, 2000, the securitisation andReconstruction of Financial Assets and Enforcement of security lnterest Act, 2002, lnsolvencyand Bankruptcy Code, and RERA;

"Approved lnstructions"means the prior written instructions of the Majority DebentureHolders;

"Approved Valuer" means (a) Cushman and Wakefield; (b) M/S Jones Lang Lasalle; (c) M/SKnight Frank; (d) M/S C.B. Richard Ellis; (e) CBRE Group; (f) Kroil Inc.;orl (e) any other suchvaluerwho can ascertain 'fair value'under the Insolvency and Bankruptcy Code, which theCompany shall appoint on the direction of the Trustee.

"Articles" means the articles of association of the Company;

"Board" means the board of directors of the Company;

"Business Da/'means any day excluding, (i) a Saturday; (ii) a Sunday; or (iii) any other day onwhich banks in the Mumbai, lndia are closed;

"Business Plan" means the business plan of the company in respect of the project, as approvedby the Trustee and attached as Schedule 14;

"Buy Right" shall have the meaning ascribed to such term in crause 1g.3 (Buy Righr) hereto;

"Buy Right Notice" shatl have the meaning ascribed to such term in crause 1,g.3 lluy Rightlhereto;

"cash Monitoring Agency'' shall have the meaning ascribed to such term in Clause T.slpowersof the Trusteel hereto;

"credit Rating Agency" shall mean Brickwork Ratings rndia private Limited, or any other creditrating agency appointed by the Company after obtaining prior approval of the Trustee;

"company Assets" means arr moveabre, immovabre, tangibre and intangibre assets of thecompany (both in present and in future) , including any bank and securities accounts (includingbut not limited to theEscrow Accounts, RERA Accounts, other bank accounts and monies lyin!in such accounts), benefits, claims, moneys, securities, instruments, investments, uncalledcapital, goodwill, intellectual property, plant and machinery, machinery spares, tools,accessories and other movables of the Company, whether installed or not and whether nowlying or stored in or about or shall hereafter from time to time during the continuance of thesecurity of these presents be brought into or upon or be stored or be in or about thecompany's premises or wherever else the same may be or held by any party to the order ordisposition of the company or in the course of transit or on high seas or on order, or delivery,howsoever and wheresoever in the possession of or to the order of the company and either byway of substitution or addition relating to or pertaining to the said properties, whether or notnow belonging to the company and/or that are held by any party anywhere to the order anddisposition of the company and all replacements and additions thereof, whether by way ofsubstitution, replacement, conversion, realisation or otherwise, howsoever together with allbenefits, rights and incidentals thereto;

"conditions Precedent" shall mean the conditions precedent specified in clause S(conditionPrecedentl hercto;

"confidential lnformation" shall have the meaning ascribed to such term in clause20.2(Confidentiol tnformotionl of this Deed;

"control" means with respect to any person, (i) direct or indirect beneficial ownership of morethan 50% (fifty percent) of the shares or equivalent ownership interest entitled to vote in theelection of directors, managers, trustees or other members of the applicable governing body ofsuch Person; (ii) the right to appoint, or cause the appointment of, more than 50% (fiftypercent) of the members of the board of directors (or similar governing body) of such person;or (iii) the right to manage, or direct the management of the assets of such person(and theterms "Controlling" and "Controlled" shall be construed accordingly);

"Coupon" shall mean coupon payable on the Debentures as per paragraph 2 of Schedule 1;

"Cut-Off Date" means june 16,2O7l;

"Debenture Holders" means the several persons who are, for the time being and from time totime, holders of the Debentures and who are entered in the register of debenture holders ofthe company in terms of this Deed, or whose names appear in the register of holders providedby the Registrar and Transfer Agent based upon the information provided by the Depositorieswhere such Debentures are held in dematerialized form and includes those who will besubscribing to the Debentures from time to time;

"Debenture Holders Account(s)" means the bank accounts of each of the Debenture Holderslinked to the demat accounts where their respective Debentures will be held, in which all

Debenture Payments to be made to such Debenture Horder as per terms of the Deed includingbut not limited to Coupon,Early Redemption premium, Default premium, RedemptioiAmount(s) shall be deposited in accordance with the provisions contained in this Deed;

"Debenture Payments" means, at any time, all the amounts payable by the Company to thesecured Parties, pursuant to the terms of the Transaction Documents(in each case, whetheralone or jointly, or jointly and severally, with any other person, whether actually orcontingently, and whether as principar, surety or otherwise), incruding the folowing amounts:

(a) the principal amount of the Debentures, the coupon, the Earry Redemption premium,the Default Premium and Redemption Amount;

(b)

(c)

(d)

(e)

(0

any lncreased Costs;

all other monies, debts and liabilities of the company, including indemnities, liquidateddamages, costs, charges, expenses and fees and interest incurred under, arising out ofor in connection with the Transaction Documents;

fees, cost and expenses of the Trustee, agents, delegates, receivers and custodiansappointed by or for the benefit of the Secured parties;

any and all sums expended by the Debenture Holders, or the Trustee on their behalf, orby any other Person in order to create or preserve any Security Interest; and

any and all costs, expenses, fees and duties for the enforcement and collection of anyamounts due under the Transaction Documents, including costs, expenses, fees andduties of enforcement and realisation of the security lnterest and costs and expensesset out in Clause 12.7 lFees ond Expensesl hercto.

"Debenture Trustee Agreement" means the debenture trustee aBreement dated on or aboutthe date of this Deed,entered into between the company and the Trustee for the appointmentof lDBl rrusteeship services Limitedas a trustee for the Debenture Holders, setting out theterms of the Trustee's appointmenU

"Debenture Trustee Regulations" means the Securities and Exchange Board of rndia(Debenture Trustees) Regulations, 1993, as amended from time to time;

"Debentures" means6,500 (six Thousand and Five Hundred)'to be rated', redeemabre, secured,'to be listed', non-convertible debentures of a face value of INR 10,oo,ooo (rndian Rupees TenLakhs only) each and aggregating up to rNR 650,00,00,000(lndia n Rupees six Hundred and Flftycrores only) issued or to be issued by the Company to the Debenture Holders, on the termsand conditions in this Deed and the lnformation Memorandum, in an electronic form, or if any,rematerialised at a later stage, substantially in a form prescribed by the Trustee, constitutedand issued hereunder for the amount thereof for the time being outstanding or, as the casemay be, a specific number thereof. For avoidance of doubt, ,,Debentures,,

shall include theTranche 1 Debentures and Tranche 2 Debentures;

"Debt" shall have the meaning ascribed to such term in Clause 6.3.2 lDeclorotion oJ Trust bythe Irustee) hereto;

"Deed" means this debenture trust deed (together with all its Schedules), as may be amended,modified, supplemented, novated and/or restated from time to time;

"Deed of Hypothecation" means the deed of hypothecation entered into or to be entered intobetween the company, the Existing Lender and the Trustee on or about the date hereof creatinga first ranking charge on all the company Assets (other than the Mortgaged properties) includingbut not limited to Escrow Accounts in favour of the Trustee, together with a ny power of attorneyin relation thereto;

"Deed of Mortgage" means the deed of mortgage entered into or to be entered into betweenthe company, the Existing Lender and the Trustee on or about the date hereof creating a firstranking charge on all the Mortgaged Properties in favour of the Trustee, together with any powerof attorney in relation thereto;

"Deemed Date of Allotment" shall mean any date of allotment of the Debentures by the Board,and shall include the Deemed Date of First Allotment, Deemed Date of Second Allotment andDeemed Date of Green Shoe Allotment;

"Deemed Date of First Allotment" means the date of allotment of the Tranche L Debentures bythe Board;

"Deemed Date of Second Allotment" means the date of allotment of the Tranche 2 Debenturesby the Board;

"Deemed Date of Green Shoe Allotment" means the date of allotment of the Green ShoeDebentures by the Board;

"Depository" means National Securities Depositories Limited and/or Central Depository Services(lndia) Limited;

"Due Date" shall mean any date on which any Coupon, Early Redemption Premium, DefaultPremium, Redemption Amount and other Debenture Payments in relation to the Debentures

shall be due and payable to the Debenture Holders in accordance with the terms of theTransaction Documents;

"Early Redemption Premium" shall mean 2% (two percent) additional interest payable by the

Company in case of early redemption of Debentures.

"Edelweiss Asset Reconstruction Company Limited" shall mean Edelweiss Asset Reconstruction

Company Limited, acting in its capacity as trustee of EARC Trust SC 164, 771.,786, f93,203,272,226,26s & 305;

"Encumbrance" shall mean a Security Interest of whatsoever kind or nature including (i) any

mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of

trust, title retention, or other encumbrance of any kind securing, or conferring any priority of

payment in respect of, any obligatio n of any Person including without limitation any right granted

by a transaction which, in legal terms, is not the granting of security but which has an economic

or flnancial effect similar to the granting of security under Applicable Laws; (ii) any voting

agreement, interest, option, right of first offer, or refusal or transfer restriction in favour of any

Erstwhile Promoter I

Person;and(iii)anyadverseclaimastotitle,possessionoruse.Theterms,,Encumber,,and"Encumbered" shall be construed accordingly;

,,End use certificate" means a certificate signed by a director of the company and countersigned

by its MonitorinS Agency in the form set out in schedule 5 lForm ol End L)se certilicotel hereto;

..Erstwhile Promoter lll Loan" means a loan extended by Erstwhile Promoter lll to the Borrower

of which Rs. 294,40,00,000 (Rupees Two Hundred Ninety-Four crore and Forty Lakhs only) is

outstanding as on Cut-off Date;

,,Escrow Accounts,, means the bank accounts of the company as detailed in terms of the Escrow

Accounts Agreement;

"Escrow Accounts Agreement" means the escrow accounts agreement dated on or about the

date of this Deed to be executed inter olid by the company, the Trustee, the Escrow Agent and

any other parties specified therein (if any), for the regulation of the Escrow Accounts, in the

manner set out therein;

"Escrow Agent" means HDFC Bank, or any other bank, with whom the Escrow Accounts is

maintained in accordance with the Escrow Accounts Agreement;

,,Event of Default,, shall have the meaning ascribed to such term in clause !2.L \Events of

Defoultl;

,,Existing Lender,, means Edelweiss Asset Reconstruction company Limited in capacity of (i)

Existinglecured Lender for the Existing Facility; and (ii) lender for the lnterim Finance;

,,Existing Facility,' means the outstanding credit facility availed by the company from the Existing

Lender pursuant to the Existing Facility Agreements;

"Existing Facility ABreements" means the Common Loan Agreements' dated June l' 2010 and

September29,2oT4enteredintobetweentheCompanyandStateBankoflndia,UCoBank,UnitedBankoflndia,stateBankofTravancore,BankofBaroda,SyndicateBank,CorporationBank, Andhra Bank, Bank of lndia and lndian Bank; and the assignment agreements as

particularly mentioned in in Part B of Schedule 2 under the Master Restructuring Agreemenu

,,Existing Secured Lender" means Edelweiss Asset Reconstruction Company Limited (acting in its

capacity as trustee to EARC Trust SC 154, 171, 186, 193, 203,2L2,226 '265 & 305)' which has

extendedtheExistingFacilitytothecompanyasperthetermsoftheExistingFacilityAgreements;

.,ExistingShareholdersAgreement,,shallmeanthesharesubscriptioncumshareholders

agreementdatedSeptember29,zoosenteredintobetweenlL&FsTrustcompanyLimited,eirt*,t'ite promoter l, Erstwhile Promoter ll, llRF lndia Realty vll Limited and the Borrower' as

amended from time to time;

,,FinalRedemptionDate"shallhavethemeaningascribedtosuchterminParagraph3'15of

Schedule 1 (Ierm s ond Conditions);

"Financial lndebtedness" of any Person shall mean' without duplication'

Erstwhile Promoter lllErstwhile Promoter ll

(a)

(b)

(c)

(d)

(e)

(f)

all obligations of such

advances of any kind;

all obligations of such

instruments;

Person for borrowed money or with respect to deposits or

Person evidenced by bonds, debentures, notes or similar

all obligations of such Person upon which interest charges are customarily paid;

all obligations of such Person under conditional sale or other title retention agreements

relating to property acquired by such Person;

all obligations of such Person in respect of the deferred purchase price of property orservices (excluding current accounts payable incurred in the Ordinary Course ofB us iness );

all Financial lndebtedness of others secured by (or for which the holder of such Financial

lndebtedness has an existing right, contingent or otherwise, to be secured by) any

Encumbrance on property owned or acquired by such Person, whether or not the

Financial lndebtedness secured thereby has been assumed;

all guarantees by such Person of Financial lndebtedness of others;

all capital lease obligations of such Person;

all obligations, contingent or otherwise, of such Person as an account party in respect ofletters of credit and letters of guaranty;

all obligations, contingent or otherwise, of such Person in respect of bankers'

accepta nces;

any derivative transaction entered into in connection with protection against or benefit

from fluctuation in any rate or price including any credit support arrangement in respect

thereof (and, when calculating the value of any derivative transaction, only the marked

to market value shall be taken into account);

shares which are expressed to be redeemable or any shares or instruments convertible

into shares or any shares or other securities which are otherwise the subject of a put

option or any form of guarantee; and

any counter-indem nity obligation in respect of a guarantee, indemnity, bond, standby ordocumentary letter of credit or any other instrument issued by a bank or a financialinstitution;

(c)

(h)

(i)

(j)

(k)

(t)

(m)

"Financial Quarte/' means the quarters ending on June 30, September 30, December 31 and

lvlarch 31in a Financial Year;

"Financial Year" means the period of 12 (twelve) calendar months starting from April 1 in a

calendar year and ending on March 31 of the immediately succeeding calendar year;

(a)

(b)

"Green Shoe Debentutes" shall have the meaning ascribed to such term in Clause 2.1'3 (Amount

of Debenturesl;

"Governmental Approval" means any authorization, approval, consent, licence, permit,

notification, assessment, certificate, allowance or credit required from any Governmental

Authority;

"Governmental Authority" means any state, local or other governmental, administrative,

regulatory, judicial or quasi-judicial authority or self-regulating authority or agency, commission,

board, tribunal, court or other entity in lndia, authorised to make, enforce, or interpret

Applicable Law and havinB jurisdiction over the relevant matter;

,,Holding company,, of any other Person, means a com pany in respect of which that other Person

is a Subsidiary;

,,lt&FS Shareholders" means lL&F5 Trust Company Limited and llRF lndia Realty Limitedj

,,lncreased Costs" mean the costs determined and notified by the lvlajority Debenture Holders

to the Trustee, that would be or have been incurred or suffered by the Debenture Holders as a

result of:

an additionalor increased cost imposed by or incurred due to the introduction of or any

change in (or in the interpretation, administration or application of) any Applicable Law

or compliance with any Applicable Law made after the Deemed Date of Allotment, in

relation to the Debentures; or

a reduction of any amount due and payable to the Debenture Holders under any

Transaction Document due to the introduction of or any change in (or in the

interpretation, administration or application of) any Applicable Law or compliance with

Applicable Law made after the Deemed Date of Allotment, but shall not include any Tax

payable on the income (including any redemption premium or coupon) earned by the

Debenture Holders or any cha nge in the fu nd ing costs incurred by the Debentu re Holders

in relation to the issue of the Debentures.

.,lndemnified Parties,' shall have the meaning ascribed to such term in clause 16.1.7 undemnityl

hereto;

,,lndemnity Payment" sha ll have the meaning ascribed to such term in clause 16.t.5 llndemnityl

hereto;

"lnformation Memorandum" means an information memorandum that is to be issued by the

Compa ny setting out the terms a nd conditions of the issue of Debentu res on a private placement

basis;

,,lnitial contribution" shall have the meaning ascribed to such term in clause 6.3.7 (Declorotion

ol Trust by the lrustee) of this Deed;

,,lnitial Tranche Conditions Precedent" shall have the meaning ascribed to such term in Clause

5.1lconditions Precedent) of this Deed;

Erstwhile Promoter lll

"lnter creditor Agreement'' means an inter cred itor agreement to be entered into by the ExistingSecured Lender and the Trustee;

"lnterim Finance" means an interim finance of Rs. 1o,o0,oo,o0o (Rupees Ten crores only) availedby the Borrower (through the insolvency resolution professional) pursuant to a loan agreementdated September 2L, Z0L7 entered between the Borrower and Edelweiss Asset ReconstructionCompany Limited;

"lNR" or "Rs." or "Rupees" means the lawful currency of the Republic of lndia;

"Listing Agreement" means the listing agreement to be entered into by the Company with theStock Exchange in relation to the llsting of the Debentures;

"[oss" shall have the meaning ascribed to such term in Clause L6.L.L Undemnity) ofthis Deed;

"Majority Debenture Holders" means such number of Debenture Holders collectively holdingmore than 50% (fifty percent) of the nominal value of the Debentures then outstanding;

"Majority Resolution" shall have the meaning ascribed to it in paragraph 39 of Schedule 2(Provisions for Meetings of Debenture Holdersl;

"Mandatory Redemption Amount" means the amount to be paid by the Company to theDebenture Holders on account of redemption of the Debentures on a Mandatory RedemptionDate, including (a) the Redemption Amount; (b) the accrued but unpaid Default premium andthe Early Redemption Premium; (c) liquidated damages and any other amounts due thereon; and(d) other costs, charges and expenses incurred by the Debenture Holders or the Trustee underor in connection with the Transaction Documents;

"Mandatory Redemption Date" means a date on which the Debentures are required to bemandatorily redeemed by the company in accordance with this Deed upon the occurrence of aMandatory Redemption Event;

"Mandatory Redemption Event" means any redemption made by the Company in accordancewith Paragraph 2lc) (Mondotory Redemptionl of Schedule 1 (Ie rms ond Conditionsl;

"Material Adverse Effect" means an event or circumstance which has or could reasonably beexpected to have a material adverse effect on or materialadverse change in:

the condition (financial or otherwise), assets, operations, credit standing, properties,prospects or business of the Borrower;

the ability of the Borrower to perform and comply with any of its obligations under anyTransaction Document to which it is a party;

the validity, legality or enforceability of any security created or to be created pursuantto any Security Document or the priority and ranking of any Security; or

the validity, legality or enforceability ol or the rights or remedies of any secured partyunder any Transaction Document;

(a)

(b)

(c)

(d)

"Meeting of the Debenture Holders" shall mean a meeting of the Debentu re Holders du ly called,convened and held in accordance with the provisions set out in schedule 2 (provisions for theMeeting of the Debenture Holders). For the avoidance of doubt, it is clarified that any referenceto decisions taken pursuant to a Meeting of the Debenture Holders shall mean a decision takeneither (a) at a physical meeting of the Debentu re Holders; or (b) by way of a written consent fromthe Debenture Holders, in a manner determined by the Trustee as per the terms of this Deed;

"Memorandum" means the memorandum of association of the Company;

"Monitoring Agency" shall have the meaning ascribed to such term in Clause 7.9.2 lResolutionPlanl;

"Mortgagor" means the Company;

"Mortgaged Properties" shall mean the Company's properties mortgaged under the Deed ofM o rtgage;

"NCD Subscription Amount" means an aggregate amount of Rs.475,00,00,000 (Rupees FourHundred and Seventy Five Crore only) to be paid by the Debenture Holders towards subscriptionof the Debentures in accordance with the terms and conditions of this Deed, and shall include,for avoidance of doubt, the Tra nche 1 NCD Subscription Amount, the Tra nche 2 NCD SubscriptionAmount, and any further monies paid by the Debenture Holders under Clause 2.1.3 (Terms ofDebentures)of this Deed towards subscription of the Green Shoe Debentures;

"New Promoter" shall mean Sandeep Shirkhe & Associates, a sole proprietorship firm of Mr.Sandeep Shirkhe, having its principal office at 202-204, prabhadevi lndustrial Estate, VeerSawarkar Marg, Mumbai - 400028, Maharashtra;

"New Promoter Pledge Agreement" shall mean the agreement entered or to be entered, lntero/io, between the New Promoter, the Company and the Trustee for pledge of the equity sharesheld by the New Promoter in the com pany creating a first ran king cha rge in favou r of the Trustee,in accordance with the terms contained therein;

"Obligor" shall mean, collectively, the Borrower and the Erstwhile promoters, and the,,Obligor,,shall mean any one of them;

"OCRPS-ll" shall mean 18,50,00,000 (Eighteen Crores and Sixty Lakhs) optionally convertible andredeemable preference shares series - lt to be issued by the company of face value INR 10 (Tenonly) each, aggregating to amount of Rs. 186,00,00,000 (Rupees One Hundred and Eighty-SixCrores only) pursuant to the Master Restructuring Agreement;

"Ordinary Course of Business" means the ordinary course of business consistent with pastcustom and practice and in the context of the company; provided that where a series of relatedtransactions which taken together is not in the ordinary course of business, no such transactionshall be deemed to be in the Ordinary Course of Business;

"Permitted lndebtedness" means:

Erstwhile Promoter lll

(a) the Debentu re Payments;

(b)

(c)

the Existing Facility; and

Erstwh ile Promoter lll Loan,

provided however that (i) the lnterim Finance shall be repaid/refinanced within 7 (seven)Business Days of the allotment of the Tranche 1 Debentures; (ii) the Existing Facility (other thanthe lnterim Finance) and Erstwhile Promoter lll Loan shall be restructured in terms of the MasterRestructurinB Agreement;

"Permitted lnvestments" has the meaning ascribed to the term in clause 7.L.1 lpower to mokePermitted lnvestments) of this Deed.

"Permitted Security lnterest" means the following:

(a) any security lnterest created or to be created in favour of Trustee for securing the Debtpursuant to any Transaction DocumenU and

(b) any Security lnterest existing in favour of the Existing Secured Lender.

"Pledgors" means collectively, the Erstwhile Promoter ll, Erstwhile promoter llt, New promoterand any other Person who has pledged the shares held ln the company in favour of the Trustee;

"Potential Event of Default" means an event which, with the giving of notice, lapse of time,determination of materiality, or fulfilment of any other applicable condition or any combinationof the foregoing or otherwise, would constitute an Event of Default;

"Project" shall have the meaning ascribed to such term in Recital A;

"Proiect Land" means the land area admeasuring approximately 19,g59.05 square meters onwhich the Project is being developed and constructed, as more particularly described in part Bof Schedule 13 (Description of the Project dnd the project Lond);

"Project Documents" means (i) Project Land documents; (ii) RCC

Execution Agreement; and (iv) any other document designated asCompany;

"Project Management Agency" shall have the meaning ascribed

lPowers ol the lrustee) of this Deed;

"Proiect Units" means any block, chamber, dwelling unit, flat, office, showroom, shop, godown,premises, suit, tenement, unit or by any other name, means a separate and self-contained partof any immovable property whatsoever in the projecu

"RBl" means the Reserve Bank of lndia;

"RERA" shallmean The Real Estate (Regulation and Development) Act,2016, read with the rulesand reguiations made thereunder, as amended, supplemented or superseded from time to time;

"RERA lndemnified Persons" shall have the meaning ascribed to such term in Clause 16.2.2(lndemnityl of this Deed;

Work Contracts; (iii) Projectsuch by the Trustee and the

to such term in Clause 7.11

(a)

(b)

(c)

(d)

(e)

(f)

(e)

"Restricted Period" shall have the meaning ascribed to such term in Paragraph 3.1.1 of Schedulet hereto;

"Realisation Proceeds" shall have the meaning ascribed to such term in Clause 9.1(Reolisotionol Trust Properties) hereto;

"Receivables" means all cash flows of the Company (or any Person on its behalf) from:

the proceeds from leasing / licensing / transferring units of the Project;

any other cash inflows of the Company;

the entire sale proceeds, consideration, receivables, fees, rent, lease rentals, license fees

and/or any other receivables received/to be received by the Company pursuant to, irterolio, any agreement(s), contract(s) for/of sale, transfer, lease, rent assignment and/orEncumbrance of the Mortgaged Properties (or any portion thereof) and/or the Project;

all revenues, income and other amounts (including without limitation, any cash benefitsand cash subsidies) owing to, receivable and/or received by, the Company (whether inrelation to or from the Project or otherwise);

the proceeds of any equity contributions or shareholder loans to the Company and all

other amounts received by the Company (including but not limited to any amountsreceivable by the Company, trade receivables, rebates and other receipts owed orpayable or to be owed or payable to the Company from whatever source;

NCD Subscription Amou nts; and

any returns on investments made by the Company from time to time etc.

"Redemption Amount(s)" means the amount(s) specified in the Terms and Conditions to be paid

by the Company to the Debenture Holders on the applicable Redemption Date(s), which shall be

calculated to include Coupon, Early Redemption Premium, and Default Premium, if applicable.

"Redemption Date(s)" means the redemption date(s) as per the Business Plan hereto and shall,

upon the occurrence of an Event of Default, be the date on which the Company is required toredeem all the Debentures in accordance with the terms of this Deed;

"Registrar and Transfer Agent" means the registrar to the lssue of Debentures, to be appointedby the Company with approval of the Trustee;

"Related Rights" means, in relation to any asset (to the extent relevant):

the proceeds of receivables, sale, assignment, disposal or transfer of any part of thatasset;

all rights, powers, benefits, claims, contracts, warranties, remedies, security, guarantees,

indemnities and/or covenants for title in respect of that asset; and/or

(a)

Erstwhile Promoter ll Erstwhile Promoter lll

(b)

(c) any monies and proceeds paid or payable in respect of that asset;

"Repiesentatives" shall have the meaning ascribed to such term in clause 20.l (confidentiotitylof this Deed;

"RERA Accounts" shall mean RERA designated accounts of the company maintained with RERABank as per the terms of the Escrow Accounts Agreement;

"RERA Bank" shall mean such bank with whom the RERA Accounts are maintained;

"sale Right" shall have the mea ninB ascribed to such term in clause 7g.l lsote Riqhtl of this Deed j

"sale Right Notice" shall have the meaning ascribed to such term in clause 1g.1 (Sole Right) ofthis Deed;

"sale unit" shall have the meaning ascribed to such term in clause 7.9 lpowers of the Trusteelof this Deed;

"scheduled Bank" means a bank which has been included in the second schedule of ReserveBank of lndia Act, 1934;

"SEBI" means the Securities and Exchange Board of lndia;

"Secured Assets" means:

(a)

(b)

(c)

(d)

(e)

(f)

(e)

(h) any other asset that may be provided as Security from time to time, in each case allRelated Rights relating thereto;

"secured Parties" means, collectively, the Trustee and the Debenture Holders and any of theiragents, delegates, receivers and custodians;

"securities Pledge Agreement" shall mean the agreement entered or to be entered into andbetween, inter alio, the company, the Erstwhile promoter Ir and the Trustee, for predge of theocRPs-ll, and equity shares held by Erstwhile promoter lll in favour of the Trustee and theExisting Lender in accordance with the terms contained therein;

the Mortgaged Properties;

the Receivables (other than 70% (seventy percent) of the Receivables from the sale ofProject Units till completion of the project);

the Escrow Accounts as set out in the Escrow Accounts Agreement;

all Company Assets (subject to RERA);

the equity shares of the Company held by the New promoter;

the equity shares or securities issued by the Company after the date of this Deed;

OCRPS-ll; and

74Compqqy Erstwhile Promoter I Erstwhile Promoter ll Erstwhile Promoter l Iq{stee*s\}$)) V \' .i- t#-

(f)

(e)

"Security" means all the Security lnterest in respect of the Secured Assets and rights created orto be created in terms of this Deed or any other Security Document;

"Security Cove/' means, at any relevant time, the ratio between aggregate of the value of theSecured Assets and the NCD Subscription Amount;

"Security Documents" means the following:

(a) this Deed;

(b) the Deed of Hypothecation;

(c) the Deed of Mortgage;

(d) the New Promoter Pledge Agreement;

(e) The pledge agreement dated on or about the date of this Deed, executed by ErstwhileLender;Promoter lll in favour of the Existing Term

the Securities Pledge Agreement; and

any other security document entered into from time to time for creation of, or evidencingthe creation of, any Security lnterest for the benefit of the Secured Parties.

"Security lnterest" means any mortgage, charge (whether fixed or floating), pledge, lien,hypothecation, assignment, assignment by way of security, deed of trust, security interest orother Encumbrance of any kind securing, or conferring any priority of payment in respect of, anyobligation of any Person, including without limitation any right granted by a transaction which,in legal terms, is not the granting of security but which has an economic or financial effect similarto the granting of security under Applicable Law;

"Stock Exchange" means the Bombay Stock Exchange Limited, where the Debentures are to beeventually listed;

"Subscription lnterest" shall have the meaning ascribed to such term in Clause 4.3 llnterestPoyable on Subscription) of this Deed;

"Subsidiary" shall mean a Person that is Controlled directly or indlrectly by another personj

"Subsequent Tranche Conditions Precedent" shall have the meaning ascribed to such term inClause 5.2 lconditions Precedent) of this Deed;

"Tax" means all forms of taxation, deductions, withholdings, duties, imposts, levies, fees,charges, and sums in the nature of or payable on account of the foregoing wherever andwhenever, imposed, levied, collected, withheld or assessed by any local, municipal, regional,urban, GovernmentalAuthority, state, central or other body in India and any interest, additionaltaxation penalty, surcharge, cess or fine in connection therewith and tax liability arising on bookprofits (including minimum alternate tax);

"Tax Return" means any return, report, declaration, form, claims for refund or informationreturn or statement relating to Taxes, including any schedule or attachment thereto, and

including any amendment thereof;

"Terms and Conditions" means certain terms and conditions to be observed and performed bythe Company in respect of the Debentures as set out in !9.!gdu!9.! (Ierms ond Conditions) andas the same may, from time to time, be modified in accordance with these presents;

"Third Party Sum" shall have the meaning ascribed to such term in Clause 76.7.5 llndemnitylhereto;

"Tranche 1 NCD Subscription Amount" shall have the meaning ascribed to such term in Clause

4.2.L (Subscription Requests; Disbursement in lronches) hereto;

"Tranche 2 NCD Subscription Amount" shall have the meaning ascribed to such term in Clause

4.2.2 (Subscription Requests; Disbursement in Ironches) hereto;

"Transaction Documents" means:

this Deed;

the Debenture Trustee Agreement;

the lnformation Memorandum;

the Escrow Accounts AgreemenU

the lnter Creditor Agreement;

the Security Documents; and

any other document that may be designated as a Transaction Document by the Trustee;

"Trustee Directors" shall have the meaning ascribed to such term in Clause 7.5 (Irustee Directorl;

"Trust Property" means the lnitialContribution, and allother Security created by any Obligor or

the New Promoter under or pursuant to any Security Document, all of the Trustee's rights under

and pursuant to any Transaction Document and all sums received by the Trustee under or

pursuant any Transaction Document (save for any sums received solely for its own account), all

monies received by it out of, whether prior to or as a result of enforcement of the Security

created hereunder or under any Security Document or the exercise of rights and remedies under

any Transaction Document;

"Warranties" shall have the meaning ascribed to such term in Clause lL.L.\ lRepresentotions

and Worrontiesl hereto; and

"Whole Sale Debt Market Segment" means the wholesale debt market segment of the Stock

Exchange.

(a)

(b)

(c)

(d)

(e)

(f)

(e)

Erstwhile Promoter ll

L.2 Construction

ln this Deed, unless the context requires otherwise:

t.2.7 the recitars and schedures constitute an integrar and operative part of this Deed;

L.2.2 unless the context otherwise requires, reference to aclause and/or schedule of this Deed and reference to aSchedule to this Deed;

Clause and/or a Schedule is to a

Paragraph is to a paragraph of a

L.2.3 headings to clauses, Schedules and parts and paragraphs of the schedules are forconvenience only and do not affect the interpretation of this Deed;

L.2.4 reference to any statute or statutory provision shall include:

all statutory instruments or orders including subordinate or delegated legislation(whether by way of rules, notif icatio ns, bye-laws and gu idelines) made f rom timeto time under that statute or statutory provision (whether or not amended,modified, re-enacted or consolidated); and

such provision as from time to time amended, modified, re-enacted orconsolidated (whether before or after the date of this Deed) to the extent suchamendment, modification, re-enactment or consolidation applies or is capableof applying to any transactions entered into under this Deed and (to the extentliability thereunder may exist or can arise) shall include any past statute orstatutory provision (as from time to time amended, modified, re-enacted orconsolidated) which the statute or statutory provision referred to has directly orindirectly replaced;

7 2.5 reference to any document includes an amendment to that document, but disregardingany amendment made in breach of this Deed;

L.2.5 reference to an "amendment" includes a supplement, modification, novation,replacement or re-enactment and "amended" is to be construed accordingly;

L.2.7 words denoting the singular shall include the plural and vice versa;

L.2.8 words denoting any gender include allgenders;

7.2.9 reference to the word "include" or "including" shall be construed without limitation;

1.2.10 references to a "Person" or "Person" (or to a word lm porting a Person ) shall beconstruedso as to include:

individual, sole proprietorship, firm, partnership, limited liability partnership,trust, joint venture, company, corporation, body corporate, unincorporatedbody, association, organisation, any Governmental Authority or other entity ororganisation (whether or not in each case having separate legal Personality);

that Person's successots in title, executors, and permitted transferees and

77

(a)

(b)

(a)

Erstwhile Promoter I Erstwhile Promoter ll Erstwhile Promoter lll

(b)

permitted assignees; and

(c) references to a Person's representatives shall be to its officers, employees, legalor other professional advisers, sub-contractors, agents, attorneys and other dulyauthorised representatives;

1.2.11 reference to a "Party" to any document includes that party's successors, executors andpermitted transferees and permitted assignees, as the case may be;

1.2.12 words "hereof", "herein", "hereto", "hereunder" and words of similar import when usedwith reference to a specific clause in this Deed shall refer to such clause in this Deed andwhen used otherwise than in connection with specific clauses shall refer to this Deed asa whole;

1.2.13 in the computatlon of periods of time from a specified date to a later specified date, thewords "from" and "commencing on" mean "from and including" and "commencing onand including", respectively, and the words "to", "until" and "ending on" each mean "tobut not including", "until but not including" and "ending on but not including"respectively;

1.2.14 unless otherwise specified, whenever any payment to be made or action to be takenunder this Deed, is required to be made or taken on a day other than a Business Day,

such payment shall be made or action be taken on the immediately preceding Business

Day;

1.2.15 where a wider construction is possible, the words "other" and "otherwise" shall not be

construed ejusdem generis with any fore8oing words;

1.2.L5 any consent, approval, determination, waiver or finding to be given or made by any

Debenture Holder shall be made or given by such Debenture Holder in its sole discretion;

L.2.17 any reference to the Trustee shall be a reference to the Trustee in its capacity as the

agent and trustee of the Debenture Holders;

1.2.18 where any statement in this Deed is qualified by the expression "to the knowledge" or

"to the best of the knowledge or information or belief" or any similar expression, that

statement shall, save as expressly provided to the contrary herein, be deemed to mean

that it has been made after due and careful inquiry by the Person making such

statement;

1.2.19 an Event of Default being outstanding or continuing means that it has not been remedied

or waived in writing by the Trustee (acting on Approved lnstructions);

1.2.20 reference to any bank account ofthe Company shall also include a reference to any bank

account which replaces / substitutes any bank account referred to in this Deed, provided

such new account is opened by the Company with the prior written approval of the

Trustee; and

1.2.21 any title or term utilized to refer to a bank account of the company shall be construed

to refer to the specific bank account number of such account specified in this Deed

Co-mpany Erstwhile Promoter I Erstwhile Promoter ll Erstwhile Promoter lll Trustee

. trxNl\-. V (- J. M

2.

2,L

irrespective of the term or title utilized to refer to that account u nder any document.

TERMS OF DEBENTURES

Amount of Debentures

z.L.f The Debentures constltuted and issued in terms of this Deed are secured, redeemable,

'to be rated' and 'to be listed' non convertible debentures of the face value of Rs.

1O,0O,OOO (Rupees Ten Lakhs only) each, for an aggregate nominal value of up to Rs.

4,75,OO,OO,OOO (Rupees Four Hundred and Seventy Five Crore only) issued on a private

placement basis.

2.L.2 The Debentures shall be issued in tranches in the manner contemplated in Clause 4

lsubscription Requiredl and Clause 5 (Conditions Precedentl of this Deed.

2.7.3 The Debenture Holders reserve the right, at their discretion, to commit additional

funding up to an amount of Rs.1,75,00,00,000 (Rupees One Hundred and Seventy-Five

crore only) by further issue of Debentures on the same terms and conditions set out in

the Deed (such Debentures be referred to as "Green Shoe Debentures").

Terms

The terms of the Debentures contained in the lnformation Memorandum and the Terms and

conditions as set out in schedule I lTerms ond conditionsl hereto shall be binding on the

company and the Debenture Holders and all Persons claiming by, through or under any of them,

and the terms contained in the debenture certificate shall be endorsed on the reverse of the

certificate of Debentures if held in physical form in accordance with these presents. The Trustee

shall be entitled to enforce the obligations of the company under or pursuant thereto as if the

same were set out and contained in this Deed.

Dematerialised form

2,3,LThecompanyhasenteredintodepositoryarrangementswiththeDepositoryfortheissue of the Debentures in dematerialised form. The Debentures shall be issued in

dematerialized form to the Debenture Holders not more than 2 (two) Business Days from

therelevantDeemedDateofAllotment.TheDebentureHoldersshallholdtheDebentures in dematerialised form and shall deal with the same as per the provisions of

theDepositoriesAct,l996,theregulationsthereunderandtherulesandbye-lawsoftheDepositorY.

2.3.2TheDebentureHoldersmayrematerializetheDebenturesatanytimeafterallotment,in accordance with the provisions of the Depositories Act' 1996 and rules thereunder

and other rules as notified by the Depositories from time to time The Debentures' if

rematerialized, shall be certificated substantially in a form prescribed by the Trustee'

Minimum ApPlication

Application for subscrlption to Debentures must be made for a minimum of 1 (one) Debenture'

Listing of Debentures

2.2

2.3

2.4

2.5

CompetY Erstwhile Promoter I Fr<rwhrlo promoter ll Erstwhile Promoter lll Trustee

i t' iDr.t\tSP)' <,

2.5.L The Company undertakes to list the Debentures on the wholesale Debt Market segmentof the stock Exchange within 30 (thirty) days from of the relevant Deemed Date ofAllotment, subject to Applicable taw. ptovided thot,

(i) the Company shall apply for such listing along with all necessary documentswithin 15 (fifteen) days of the relevant Deemed Date of Allotment; and

(ii) in the event the Company fails to list the Debentures on the Wholesale DebtMarket Segment of the Stock Exchange within 30 (thirty) days from the DeemedDate of Allotment, the Company shall be liable to pay a penal interest of 1% (onepercent) per annum over and above Coupon rate, till the listing of theDebentures. lt is hereby clarified that the aforementioned penal interest ispayable in addition to any other interest that is payable hereunder, due to thefailure to list the Debentures in accordance with this Clause 2.5.

2.5.2 Before listing of any tranche of Debentures, the Company shall provide to the Trustee:

a certified true copy of the credit rating letter;

a certified true copy of the letter of the Stock Exchange granting its in-principleapproval for the listing of the Debentures;

evidence that the Company has entered into a tri-partite agreement with theStock Exchange and the registrar to the issue of Debentures;

evidence that all necessary regulatory approvals and completion of all fillings in

connection with issuance and listing of the Debentures has been completed; and

a copy of the duly Information Memorandum in respect of the Debentures filedwlth the Stock Exchange.

2.5.3 All expenses, costs, charges incurred for the purpose of listing of the Debentures, as also

for making the offer for sale of the Debentures shall be borne and paid by the Company.

Failure to list Debentures

ln the event any of the relevant Debentures are not listed as per Clause 2.5 above, Paragraph 3.4

(Mondotory Redemption) of Schedule 1 lTerms ond Conditions) will apply and the Company shall

immediately redeem/ buy back the relevant Debentures from the Debenture Holders in

accordance with the Applicable Law from the monies lying in the Escrow Accounts and shall also

reimburse the Debenture Holders for any and all accrued Coupon, the Early Redemption

Premium, costs and expenses (including liquidity costs, hedge costs) that such Debenture Holder

may have incurred in connection with the investment in the Debentures.

Credit Rating

The Company undertakes to have the Debentures rated by the Credit Rating Agency prior to

listing the Debentures in terms of Clause 2.5 above.

(a)

(b)

(c)

(d)

(e)

2.6

2.7

2.8 Purpose

2.8.7 Tranche 1 NCD Subscription Amount shall be deposited in the Escrow Account untilallotment of the Tranche 1 Debentures in accordance with the terms of this Deed.

Pursuant to such creation of Security and allotment of Debentures, the Company shallutilise NCD Subscription Amount for the following purpose:

Rs. 60,00,00,000 (Rupees Sixty Crore only) towards part repayment of therestructured rupee loan to the Existing Secured Lender;

Refinanclng of the lnterim Finance;

Meeting of construction expenses of the Project as per the Business Plan; and

Meeting other expenses as per the Business Plan towards operational expenses

relating to the Business,

2.8.2 All such utilisation by the Company shall be made in accordance with the Business Plan.

The end use of each tranche of the NCD Subscription Amount shall be monitored by the

Cash Monitoring Agency, who shall be an independent agency appointed by the Trustee.

The cost of appointment and subsequent monitoring of such agency shall be borne by

the Company. The Company shall also provide an End Use Certificate to the Trustee for

the utilization of amount during the month by 7'h day after end of the month. No transfer

and withdrawal specified in Clause 2.8.1 above of monies from the Escrow Accounts (or

any other account in which any part of the NCD Subscription Amount is held) shall be

made by the Company without providing a prior written notification to the Trustee.

2.8.3 Notwithstanding anything contained in this Deed or any other Transaction Document,

the Company shall not use the NCD Subscription Amount for:

obtaining any capital market instrument such as equity and equity linked

instruments or any other capital market related activities;

extending loans to Subsidiary companies/group companies/ associates or for

making inter-corporate deposits; and/or

(c) any sPeculative Purposes.

2.8.4 Subject to the provisions of the Act, the NCD subscription Amount for the subsequent

tranches shall be deposited in a separate escrow account as notified by the Trustee.

Debentures free from equities

The Debenture Holders will be entitled to their Debentures free from equities or cross claims by

the Company against the original or any intermediate holders thereof

2.70 Receipt of Debenture Holders

(a)

(b)

(c)

(d)

(a)

(b)

2.9

2lCompany Erstwhile Promoter I Erstwhile Promoter ll Erstwhile Promoter lll Trustee

^sN. Y v O

3.

3.1

The receipt of each Debenture Holder, or if there be more than one holder of any such

Debentures, then the receipt of the first named Debenture Holder or of the survivor or survivorsfor the principal monies or of the nominee or nominees, if any, of the Debenture Holder of such

Debentures for the Coupon payment, Redemption Amount, and other monies due and payable

in respect of each of such Debentures, shall be a good discharge to the Trustee.

2.LL Right to transfer

The Debenture Holders shall have the right to sell, assign, transfer or otherwise dispose of all orany part of the Debentures at any time.

COVENANTS TO PAY

Covenant to pay principal and Coupon

3.1.1 Each Debenture shall be redeemed as per the Business Plan. However, the Debentures

shall be redeemed by the Company in any event prior to the Final Redemption Date, in

accordance with Schedule I lTerms ond Conditions) below and the other provisions ofthis Deed.

3.1.2 The Company covenants with the Trustee that the Company shall pay the Redemption

Amount in respect of the Debentures in accordance with Schedule I lTerms ond

Conditionsl.

3.1.3 The Company covenants with the Trustee that the Company shall pay the Coupon in

respect of the Debentures in accordance with Schedule 1 (Ierms ond Conditionsl.

Covenant to pay Ea.ly Redemption Premium

The Company covenants with the Trustee that if it refinances the Debentures prior to the

Redemption Date(s) then it shall pay the Early Redemption Premium on the Debentures to the

Debenture Holders in accordance with the Terms and Conditions set out in Schedule 1(ferms

ond Conditionsl.

Covenant to Pay Default Premium

3.3.1 The Company covenants to pay Default Premium on the Debentures in accordance with

the Terms and Conditions set out in Schedule 1 lTerms ond Conditions) hereto.

3.3.2 The Com pa ny agrees that the Default Premiu m is a Senuine pre-estimate of the loss likely

to be suffered by the Debenture Holders on account of any default by the Company in

paying such amounts.

Usurious lnterest

The company agrees and acknowledges that the amounts payable on the Debentures including

the coupon, Default Premium, Early Redemption Premium and other Debenture Payments are

not usurious.

Acknowledgement

3.2

3.3

3.4

Company Erstwhile Promoter I Erstwhile Promoter ll Erstwhile Promoter lll Trusllee

.NN. Y <a t 11

3.5

4.

4.7

3 5.1 The Company acknowledges that the Debentures issued pursuant to this Deed is for acommerciar transaction and waives any immunity avairabre to it or any defencesavailable under usury or Applicable Law relating to the charging of Coupon, DefaultPremium, and Early Redemption premium.

3.5.2 The company arso acknowredges that the parties' rights and obrigations and the practicaland legal effects of the Transaction Document has been exprained to them and that theTransaction Documents are fair agreements and not a resurt of any fraud, duress,coercion or undue influence.

SUBSCRIPTION REQUESTS; DTSBURSEMENT tN TRANCHES

Subscription Requests

The Company shall make a request to the Debenture Holders for subscription to the Debenturesin the manner set out in this Clause 4.1 only:

4.L.7 The company shall make a written request for subscription to the Tranche r. Debentures,upon completion of the lnltial Tranche Conditions Precedent to the satisfaction of theTrustee;

4.L.2 The company shall make a written request for subscription to the Tranche 2 Debenturesupon completion of the Subsequent Tranche Conditions Precedent to the satisfaction ofthe Trustee (in each case), provided that the company shall give the Trustee a minimum30 (thirty) days'written notice in respect of such request for subscription; and

4.1.3 once the company has made the requests for subscription in respect of the entire NcDSubscription Amount, any further requests for subscription shall be made by theCompany in terms of Clause 2.j..3 lTerms ol Debentures), (i) only upon progress inconstruction to the satisfaction of the Debenture Holders; (ii) in line with the cash flowrequirements of the Company; and (iii) subject to an overall cap of Rs. G,50,00,00,000Crore (Rupees Six Hundred and Fifty Crore only).

Notwithstanding the above, all requests for subscription in terms of Clause 4.1 above shallremain subject to the approval of the Trustee.

The Parties agree that the Debentures shall be issued by the company in tranches as detailedbelow:

4.2.7 After com pletion of the lnitial Tranche Conditions Precedent per Clause 4.1.1 above andClause 5.1 lconditions Precedentl below, 3,000 (Three Thousand) Debentures shall beissued in consideration of disbursement of a portion of the NCD Subscription Amountequivalent to INR 300,00,00,000 (Rupees Three Hundred Crores only), on the start ofconstruction of the Project (such Debentures being the "Tranche 1 Debentures" andsuch amount being the "Tranche l NCD Subscription Amount"); and

4.2.2 After completion of the Subsequent Tranche Conditions Precedent per Clause 4.1.2above and Clause 5.2 lconditions Precedentl below, 1,750 (One Thousand SevenHundred and Fifty) Debentures shall be issued in consideration of disbursement of a

4.2

4.3

portion of the NcD subscription Amount equivarent to rNR 17s,oo,oo,ooo (Rupees oneHundred and Seventy Five crores onry), on the expiry of 6 (six) months after the issue ofthe Tranche 1 Debentures as detaired in clause 4.1.1 above (such Debentures being the"Tranche 2 Debentures" and such amount being the .,Tranche 2 NCD SubscriptionAmount").

lnterest Payable on Subscription

The Company undertakes that:

43.L within 1 (one) day of the allotment of the Tranche 1 Debentures, it shall pay to theTrustee (who shall act on behalf of the Debenture Holders) an amount equivalent of 1%(one percent) of the Tranche L NCD Subscription Amount;

4.32 within 1 (one) day of the allotment of the Tranche 2 Debentures, it shall pay to theTrustee (who shall act on behalf of the Debenture Holders) an amount equivalent of 1%(one percent) of the Tranche 2 NCD Subscription Amount.

All such payments in Clause 4.3.1and 4.3.2 above, are hereinafter referred to as the"Subscription lnterest".

CONDITIONS PRECEDENT

The company shall fulfil the conditions set out in part A of schedule 7 ("lnitial rrancheconditions Precedent") not later than 3 (three) days prior to the Deemed Date of First Allotment,and shall provide to the Trustee with all such documents for the purposes of evidencingsatisfaction of the lnitial Tranche Conditions Precedent, in a form and substance satisfactory tothe Trustee.

The Company shall fulfil the conditions set out in part B of Schedule 7 (,,Subsequent TrancheConditions Precedent") not later than 3 (three) days prior to the relevant Deemed Date ofAllotment (as the case may be), and shall provide to the Trustee with all such documents for thepurposes of evidencing satisfaction of the Subsequent Tranche Conditions Precedent for eachsuch Deemed Date of Allotment, in a form and substance satisfactory to the Trustee.

The lnitial rranche conditions Precedent and the subsequent rranche conditions precedent

shall, for the purposes of this Clause, be referred to as the "Conditions precedent".

The fulfillment of any Condition Precedent may be waived or deferred in writing by the Trustee(acting on the Approved lnstructions), following a written request from the Company setting out(a) the Condition Precedent in respect of which the Company seeks a waiver; and (b) the reasonsfor seeking such waiver.

Upon the fulfillment of the Conditions Precedent, the Company shall issue a written notice tothe Trustee in the form set out in Schedule 8 lForm of Conditions Precedent Noticel.

lf the Trustee (acting on the Approved lnstructions) is not satisfied with the compliance of any ofthe Conditions Precedent, the Trustee !hall provide written notice thereof to the Company, and

the Company may re-send the notice uhder clause 5.5 after complying with such requirements.

5.

5.1

5.2

5.3

5.4

5.5

Erstwhile Promoter ll

6.7

6.2

5A. CONDITIONS SUBSEQUENT

5A.1 The Company shall fulfil the conditions set out in Schedule 9 (Conditions Subsequent) not later

than 45 (Forty Five) days after the Deemed Date of First Allotment.

5A.2 Upon the fulfillment of the conditions subsequent set out in Clause 5A.1 above, the Company

shall issue a written notice to the Trustee confirming the same.

lf the Trustee (acting on the Approved lnstructions) is not satisfied with the compliance of any of

the conditions subsequent set out in Clause 5A.1, the Trustee shall provide written notice thereof

to the Company, and the Company may re-send the notice under Clause 5A.2 after complying

with such requirements.

APPOINTMENT OF THE TRUSTEE AND DECLARATION OF TRUST

Appointment of Trustee

The company has appointed lDBl Trusteeship services Limited as the Trustee pursuant to the

Debenture Trustee Agreement. The Trustee has agreed and hereby re-affirms that it shall act as

the debenture trustee for the benefit of the Secured Parties and their successors, transferees

and assigns under the trust created pursuant to clause 6.3 lDeclorotion of Trust by the Trusteel

below.

Authority of the Trustee

ln such trust capacity, the Trustee agrees and is authorized:

6.2.L to execute and deliver for and on behalf of the Secured Parties:

(a) the Transaction Documents (unless a Debenture Holder is party to a Transaction

Document, in which case such Transaction Document shall be executed by the

relevant Debenture Holder or the Trustee upon receipt of written instructions of

such Debenture Holder);

(b) other documents, agreements, instruments and certrficates specifically

contemplatedbytheTransactionDocumentswhicharetobeexecutedanddelivered bY the Trustee; and

(c) such other documents as may be approved or required by the Majority

Debenture Holders;

6.2.2 to exercise its rights and powers, and perform its obligations and take whatever action

as shall be required to be taken by the Trustee under the Transaction Documents' and

theotherdocuments,agreements,instrumentsandcertificatesreferredtoinClause5.2.1(b);

6.2.3 without prejudice to the above, allow any bank or other institution providing safe

custodyservicesoranyprofussionalproviderofcustodyservicestoretainanyofthosedocuments in its Possession;

Erstwhile Promoter lllErstwhile Promoter llCompany Erstwhile Promoter I

Trustee

v rur.l\rG-N)' I (

6.3

6.2.4 enforce the security rnterest in respect of the secured Assets in accordance with theprovisions of the Transaction Documents;

6.2.5 appoint a security trustee to administer the secured Assets in terms of this Deed on itsbehalf as werr as any assets charged in favour of the Existing Lender on their beharf, ifany;

6.2.6 monitor and require, from time to time, compriance by the obrigors with the termscontained in the Transaction Documents and apprise the Debenture Holders of anysignificant or persistent defaults committed by the Obligors; and

6.2.7 subject to the terms and provisions of the Transaction Documents, to take such otheraction in connection with the foregoing as may be prescribed under the Approvedlnstructions from time to time.

PRovIDED that before taking any action or exercising any right under any Transaction Document,the Trustee shall seek Approved rnstructions, and unless the inaction or non-exercise of any rightimmediately by the Trustee would harm the interests of the Debenture Holders or be in violationof the Applicable Law, the Trustee shall take such action or exercise such right only upon thereceipt of such Approved lnstructions. ln the event of any action or inaction by the Trustee, itshall notify the Debenture Holders as soon as reasonably practicable.

Declaration of Trust by the Trustee

5.3 1 The company hereby settles in trust with the Trustee a sum of INR 5oo (lndian RupeesFive Hundred only) being the initial corpus ("rnitial contribution"). The Trustee herebydeclares and confirms that it has, simultaneously with the execution of this Deed, keptapart the lnitial contribution of the trust created in terms of this Deed, to have and holdthe same together with all additions or accretions thereto including the investmentsrepresenting the same, subject to the provisions herein contained.

6.3.2 The Trustee hereby declares that in relation to the Debenture Holders, it shall, as thecase may be, hold:

the lnitial Contribution;

the Security lnterest created under the Security Documents over the SecuredAssets;

(c) all of its rights under or pursuant to the Transaction Documents and all sumsreceived by it under the Transaction Documents (save for any sums receivedsolely for its own account); and

all monies received by it out of, whether prior to or as a result of enforcementof the Security lnterest over the Secured Assets created under the TransactionDocuments or the exercise of rights and remedies under the TransactionDocuments,

upon trust and for the benefit of the Secured Parties and subject to the provisions

contained herein, for due payrhent and discharge of the amounts payable by the

(a)

(b)

(d)

Erstwhile Promoter llErstwhile Promoter I Erstwhile Promoter lll

6.4

5.5

Company under the Transaction Documents ("Debt,,).

5.3.3 The Trustee declares that it shall not revoke the trusts hereby declared till whole of theDebt is irrevocably discharged as per the Transaction Documents to the satisfaction ofthe Trustee (acting on Approved lnstructions). provided however that the trust shallstand terminated by the efflux of time on expiry of 10 (ten) years from the execution ofthis Deed unless on expiry of the period specified, the Debt has not been discharged inthe manner set out in the Transaction Documents in which event, the Trust shallterminate on the Debt being so discharged to the satisfaction of the Trustee (acting onApproved lnstructions).

Compliance with SEBI Regulations

The Trustee shall be guided in discharge of its duties and exercise of its rights by the DebentureTrustee Regulations and the Debt Listing Regulations.

Remuneration of Trustee

The Company shall pay to the Trustee remuneration as mentioned in the Debenture TrusteeAgreement or in any separate fee letter executed with the Trustee. The Company sha ll in case ofdefault in payment of such remuneration pay to the Trustee from the invoice date for payment,in addition to such remuneration, penalty at the rate of 18% (eighteen percent) per annum,compounded on a monthly basis on the defaulted amounts, during the period of default.

Attorney of the Company

The Company hereby irrevocably appoints the Trustee to be its attorney in its name and on itsbehalf to execute all deeds or documents and do all assurances, acts and things which shall, in

the opin ion of the Trustee, be necessa ry or expedient for the Com pany to execute a nd do for thepurpose of carrying out any of the trusts or obligations declared or imposed upon the Trustee bythese presents or for giving to the Debenture Holders or to the Trustee on their behalf the fullbenefit of any of the provisions herein and generally to use the name of the Company in theexercise of all or any of the powers hereby conferred upon the Trustee.

POWERS OF THE TRUSTEE

Power to make Permitted lnvestments

7.L.t The Trustee shall invest (a) the monies referred to in Clause 9 lReolisotion of Trust

Proceeds ond Appropriotion); and (ii) any unclaimed amounts after provision forpayment and satisfaction of the Debenture Payments in accordance with this Deed, in

the name of the Trustee in any of the investments authorised for investment of trust

monies under Applicable Law ("Permitted lnvestments") with power to vary and

transpose such investments, and in so far as the same shall not be invested it shall be

placed on deposit or in current account in the name of the Trustee with any Scheduled

Bank.

7.7.2 The Trustee shall have the power, at its discretion, to, from time to time, vary such

investments and resort to any such investments for any purpose for which such proceeds

are authorised under this Deed to be expended. Subject to aforesaid; the Trustee shall

5.5

7.

7,L

Erstwhile Promoter ll Erstwhile Promoter lll

7.2

stand possessed of the said investments upon the trust herein declared to hold theinvestments and income thereof upon the trust and purposes hereinbefore expressed

concerning the monies to arise from any sale, calling in, collectlon and conversion of theTrust Property or any part thereof.

Power of Trustee to Borrow

7 -2.7 The Trustee may, upon receipt of Approved lnstructions or pursuant to a MajorityResolution, raise or borrow monies on the security of the Trust Property or any part

thereof ranking either in priority or pori possu:

for the purpose of making any payment under or by virtue of th is Deed;

in relation to the exercise of any powers, duties or obligations of the Trustee;

(c) for defraying any costs, charges and expenses which shall be incurred by the

Trustee under or by virtue of this Deed; or

(d) for any other purpose permitted by the Majority Debenture Holders.

7.2.2 The Trustee may raise and borrow such monies as aforesaid at such rate or rates of

interest and generally on such terms and conditions as the Trustee shall think fit (but

acting on Approved lnstructions) and no Person lending any such money shall be

concerned to inquire as to the propriety or purpose of the exercise of the said power or

to see to the application of any monies so raised or borrowed.

Power to delegate

7.3.7 The Trustee being a company or a corporation or any public financial institution may, in

the execution and exercise of all or any of the trusts, powers, authorities and discretions

vested in it by this Deed act through an officer or officers for the time being of the

Trustee.

7.3.2 The Trustee may also, whenever it thinks it expedient, delegate by power of attorney or

otherwise, to any such officer, alt or any of the trusts, powers, authorities and discretions

vested in the Trustee by this Deed. Any such delegation may be made upon such terms

and conditions and subject to such regulations (including power to sub-delegate) as the

Trustee maY think fit.

7 .3.3 The Trustee shall be liable fOr any negligence, wilful misconduct, fraud, illegal act, breach

of trust or bad faith of the officer to whom the Trustee has delegated its powers.

7 .4 Power to emploY agents

T.4.LTheTrusteemay,atitsownexpense,incarryingoutthetrustbusinessemployandpayany Person to transact or concur in transacting any business and do or concur in doing

allactsrequiredtobedonebytheTrusteeincludingthereceiptandpaymentofmonies.

T.4.2TheTrusteeshallbeentitledtochargeandbepaida||usua|professionalandotherchargesforbusinesstransactedandactsdonebyitinconnectionwiththetrustshereof

(a)

(b)

7.3

7.5

and also its reasonabre charges in addition to the expenses incurred by them inconnection with matters arising out of or in connection with these presents.

Use of proceeds from Escrow Accounts

The Trustee to ensure that the proceeds collected in the Escrow Accounts shall be utilized strictlyin the manner detailed in the Escrow Accounts Agreement.

The Escrow Accounts and cash lying thereunder shall be monitored by a cash monitoring agencyappointed jointly by the Trustee and the Existing Secured Lender (,,cash Monitoring Agency,,).The costs, expenses and fees in relation to the cash Monitoring Agency shall be borne by theCompany.

Trustee Director

The Trustee (acting on Approved lnstructions) shall have a right to appoint 3 (three) nomineedirectors on the Board (hereinafter referred to as the "Trustee Directors"). The Company shallappoint the Trustee Directors forthwith on receipt of a nomination notice from the Trustee(acting upon Approved tnstructions), within 30 (thirty) days. The Trustee Directors will have thefollowing rights:

7.6.7 the Trustee Directors shall be entitled to the sitting fees and expenses as payable toother dlrectors;

7.6.2 the Trustee Directors shall not be required to hold qualification shares nor shall be liableto retire by rotation,

7.6.3 the Trustee Directors shall be entitled to receive all notices, agenda, etc. and to attendall meetings of the Board;

7 .6.4 if, at any time, all of the Trustee Directors are not able to attend a meeting of the Board,the Debenture Holders may depute an observer to attend the meeting. The expensesincurred by the Debenture Holders in this connection shall be borne by the Company;

7.6.5 all the Affirmative Vote ltems shall be discussed in a Board meeting (including any

committee thereof) or discussed in a Board meeting with a view to place before theshareholder meeting ofthe Company, in which such Trustee Director is present. Further,

the affirmative vote of allthe Trustee Directors will be required to pass a resolution on

the Affirmative Vote ltems at Board meetings of the Company. lf the Trustee has not

appointed a Trustee Director then, a written approval of the Trustee would be required

for taking any action (including passing board resolutions) in relation to the Affirmative

Vote ltems;

7.6.6 at least 1 (one) of the Trustee Directors shall be appointed on all committees of the

Board;

7.6.7 the Company shall take directors' liability insurance in respect of each Trustee Directors

and the cost of premium shall be borne by the Company;

7.5.8 the Company shall ensure that the Trustee Directors are not and are not deemed to be

29

7.6

Erstwhile Promoter lll

"officers in default" of the Company; and

7.6.9 the Trustee Directors shall incur no liability in a Personal capacity and the Company shallindemnify each Trustee Director against all Loss in respect of any matter arising out ofthe Business or the performance of the Transaction Documents.

7.7 Reconstitution of the Board

7.7.f The existing Board shall stand or has been dissolved and a new Board shall be or hasbeen reconstituted as per the Resolution plan.

7 .7.2 ln the reconstituted Board:

a)

b)

c)

d)

e)

Resolution Plan

The New Promoter shall have a right to appoint 2 (two) directors on the Board;lL&FS Shareholders shall a right to appoint 1 (one) director on the Board;Erstwhile Promoters shall have no right to appoint a director on the Board;The Trustee shall have a right to appoint 3 (three) Trustee Directors; andThe Existing Secured Lender shall have a right to appoint 2 (two) non-retiringdirectors on the Board.

7.8

7.9

7.8.1 The Company and the New Promoter shall ensure implementation of the ResolutlonPlan. The Board constituted as per Clause 7.7 shall have the responsibility for supervisionof the Resolution PIan.

7.8.2 The Company shall appoint a reputed independent monitoring agency (,,MonitoringAgency") upon approval of the Resolution PIan by NCLT. The MonitorinB Agency shall:

a) ensure implementation of Resolution Plan, by the Borrower;b) provide regular updates to the consortium formed by the Existing Secured Lender

and the Trustee;

c) provide updates to lnsolvency and Bankruptcy Board of lndia as and when required;d) ensure disbursement of dues to financial and operational creditors as per the

Resolution Plan; and

e) review the quotations received for sale of non-core assets of the Company and

ensure that the transaction is concluded in an independent and fair manner.

7.8.3 The Existing Secured Lender and the Trustee may form a consortium to obtain periodic

operational updates from the Company and ensure adherence to the Resolution Plan.

No-obiection

The Company shall, prior to entering into any agreement for sale, lease or licence of any Project

Unit ("Sale Unit") seek a no objection from the Trustee (on behalf of the Debenture Holders) by

making a request to the Trustee for grant of a no-objection and shall provide the following

information together with such request: (i) unit number, (ii) sale area, (iii) unit sale value, (iv)

identity of the buyer and profile of such buyer; (v) sale consideration received to date; and (vi)

payments terms for balance sale consideration (in writing). The Trustee may, subject to

compliance with the terms of the Transaction Documents (including all Debenture Payments

being current), and the minimum sale price, as mutually agreed between the Company and theTrustee from time to time, within a period of 7 (seven) days from the request for release ofcharge, give its no-objection to release of the charge and creation of third party rights to the Sale

Unit, it being clarified that the charge created on the Receivables from the said Sale Units shallnot be released and shall continue in terms of the Transaction Documents.

7.f0 Appointment of internal auditor

The Trustee (acting on Approved lnstructrons) has a right to appoint an internal auditor oraccountants of its choice to conduct a concurrent or ongoing review of the books of accounts ofthe Company. The cost of such internal auditor or accou nta nts and the sa id review shall be borneby the Company.

7.LL Appointment of Project Management Agency

The Trustee (acting on Approved lnstructions) has a right to appoint a project management

agency of its choice to manage the Project and/or the Project Land ("Project ManagementAgency" or "PMA"). The Company shall give effect of the appointment of Project ManagementAgency within 5 (five) days of the receipt of notice from the Debenture Trustee (acting on

Approved lnstructions), exercising the right to appoint a project management agency. The cost

of such Project Management Agency shall be borne by the Company. The scope of the PMA willbe decided by Trustee (acting on Approved lnstructions) and will include but not limited tooverseeing cash flow monitoring, approving transactions, approving contracts, approving

construction plan and schedule, and approving vendors their scope and selection process.

SECURIW

Creation of Security

ln consideration of the Debenture Holders subscribing to or purchasing the Debentures and to

secure the repayment of the Debentu re Payments, the Com pa ny agrees to provide, and the New

Promoter and Erstwhile Promoters shall cause the company to provide, the following security

lnterests to be created and perfected in favour of the Trustee for the benefit of the Secured

Parties in a form and manner acceptable to the secured Parties, within 30 (thirty) days from the

execution of this Deed:

8.1.1 a priority and first ranking charge on the Mortgaged Properties as per the Deed of

Mortgage;

8.L.2 a priority and first ra nking charge on all the Receivables su bject to provisions of the RERA

S.l.3apriorityandfirstrankingchargeoftheCompanyAssets(otherthanReceivables);

8.1.4 a priority and first ranking pledge on equity shares in the Company held by the New

Promoter;

8'l.5afirstrankingexclusivepledgeonanynewequitysharesissuedafterthedateofthisDeed; and

8.1.6 a priority and first ranking pledge on the OCRPS-Iland the equity shares in the Company

8.

8.1

31

CompanY Erstwhile Promoter I Fr(is/hilp Promoter ll Erstwhile Promoter lll Trustee

r &....-.\)\z ----- .t'

8.2

held by the Erstwhile promoter t.

Provided thot, the security rnterests in reration to crause g.1.4 and crause g.1.6 may be createdas condition subsequent to the issue and allotment of the Tranche 1 Debentures in terms ofClause 5A (Conditions Subseguent) above.

subject to the proviso above, if the Erstwhire promoters fair to cause the company to create andperfect the abovementioned security rnterests in favour of the Trustee, within 30 (thirty) daysfrom the execution of this Deed, the company shari (at the Trustee,s sore discretion), either [i1be liable to pay a penar interest of 2% (two percent) per annum over the coupon rate, ti thesecurity has been created as per this crause g.1; or (ii) immediatery redeem/ buy back therelevant Debentures from the Debenture Holders in accordance with the Appricabre Law fromthe monies lying in the Escrow Accounts (or any other account in which any part of the NcDsubscription Amount is held) and shall also reimburse the Debenture Holders for any and aaccrued coupon, the Early Redemption premium costs and expenses (including liquidity costs,hedge costs), as determined by each such Debenture Holder that such Debenture Holder mayhave incurred in connection with the investment in the Debentures. lt is hereby clarified that theaforementioned penal interest is payable in addition to any other interest that is payablehereunder due to the failure to create the security in accordance with this clause g.1.

Priority Security

8.2.L The security created or to be created in favour of the Trustee (for the benefit of thesecured Parties) as specified jn Clause 8.1 shall be first ranking security in favour of theTrustee, provided however that Existing Lender shafl have a second ranking chargesubordinate only to the Trustee on such security (other than the security mentioned inClause 8.1.5, which shall be exclusively charged to the Trustee).

8 2.2 By virtue of the security lnterests created under or pursuant to the security Documents(subject only as expressly provided to the contrary in this Agreement)the rights accruingto the Debenture Holders under or pursuant to the security and the other rights of theDebenture Holders shall rank pori possu rnter se in all aspects and for all intent andpurposes.

Minimum Security Cover

8.3.1 The Company shall maintain a minimum Security Cover of 2 (two) times till fullredemption of the Debentures, commencing from the Deemed Date of First Allotmentof the Tranche 1 Debentures.

8.3.2 The Security Cover shall be calculated annually. For calculation of the Security Cover, theTrustee may appoint any Approved Valuer to obtain value of the Secured Assets. The

Company shall, and shall procure the other Obligors and the New Promoter shall, provide

all co-operation while such valuation exercise is carried out.

8.3.3 lf the Security Cover is less than 2 (two) times then the Company shall, within 30 (thirty

days) (i) provide or shall procure that any other Person shall provide additional Security

lnterest to ensure that the SecuritY Cover is at least equal to 2 (two) times, or (ii) redeem

some Debentures to ensure that bfter such redemption the Security Cover is at least

8.3

Erstwhile Promoter llErstwhile Promoter I

8.4

8.5

equal to 2 (two) times.

Iiquidation

ln case of the liquidation of the Company, the dues of the Trustee and the Debenture Holdersunder this Deed shall be paid before payment of any dues under the Master RestructuringAgreement.

Execution of Transaction Documents

The Company shall, and shall procure that each other Obligor and the New Promoter shall,

execute the relevant Transaction Documents for creation, or evidencing the creation of, and

perfection of Security or giving of guarantee in favour of the Trustee (for the benefit of theSecured Parties) to secure the Debt.

Filing and Registration

8.6.1 For the purposes of enabling the Trustee to have a claim to the extent provided herein

over all other secured and unsecured creditors, the Company shall make, and shall

procure that the other Obligors and the New Promoter shall make, all such filings and

registrations (at its own cost and expense) with the relevant Governmental Authorityand take all other steps necessary to ensure that the Security lnterest created under the

Security Documents is maintained in fullforce and effect.

8.5.2 Without prejudice to the generality of Clause 8.5.1 above, the Company, the other

Obligors and the New Promoter shall, within 7 (seven) days of the date of the relevant

Security Document, (i) file duly completed forms as prescribed u nder the Companies Act,

2013 (if required) and register the security Documents (if required) with the relevant

Registrar of companies and pay the requisite filing fee; and (ii)file necessary documents

with an information utility as per the lnsolvency and Bankruptcy Code. The Company

shall, and shall procure that each obligor and the New Promoter shall, provide the

Trustee with a certified true copy of an updated Register of charges of the company or

such other obligor, as the case may be, incorporating the creation of the security in

favour of the Trustee for the benefit of the Secured Parties within 15 (fifteen) Business

Days from the date of the creation of relevant security and provide the certificate of

registrationofchargeissuedbytherelevantRegistrarofCompaniesimmediatelyuponreceipt thereof.

Creation of Additional SecuritY

TheCompanyshallnotifytheTrusteeinwritingofallitsacquisitionsofanyadditionalimmovabIepropertiesfromtimetotimeandshallwithin30(thirty)daysfromtheacquisitionthereof,makeout a marketable title in respect of such properties and shall' create in favour of the Trustee' a

Security lnterest in such form and manner as may be acceptable to the Trustee' to secure the

Debentures.

Additional Financial lndebtedness

The Company shall not incur any further financial indebtedness (a) other than Permitted

lndebtedness; or (b) unless permitted by the Trustee in writing upon obtaining the prior approval

8.5

8.7

Erstwhile Promoter Ic..+n,kila Or^mdlFr ll Erstwhile Promoter lll Trustee

Con!!Iy._ Y- U*sr$\-

8.8

8.9

of the Debenture Holders.

Obligations under Security Documents

Notwithstanding anything contained in this Agreement, the company and the ErstwhilePromoters undertake that they shall at all times be liable to perform and discharge all theirrespective obligations under the Security Documents.

8.10 Continuing tiability of Obligors

Nothing contained in this Agreement or in any Security Document shall constitute or be deemedto constitute settlement of any of the obligations of the Obligors.

8.11 Continuing Nature of Security

The Security created or to be created under the security Documents is and shall be a continuingsecurity and shall remain in full force and effect, notwithstanding:

8.11.1 the insolvency or liquidation or incapaclty or change in constitution or status of theObligors and/or the New Promoter;

8.11.2 any intermediate payment or settlement of account or other matter or thing whatsoeverand, in particular, the intermediate satisfaction of any part of the Debenture Paymentsor any obligations of any of the Obligors; or

8.11.3 any challenge or threat to the implementation of the Resolution Plan.

8.72 SecuredProperties

Upon the occurrence of an Event of Default and failure of the Company to cure the same withinthe applicable cure period, if any, any enforcement, sale, assignment, conveyance or othertransfer of any Security or properties comprised therein or any of the rights, title and interest in

any part of the properties comprised in the Security shall bind the relevant Obligor and be

effective to transfer all rights, title and interest of the Trustee for the benefit of the Debenture

Holders in and to such part of such property and the Trustee shall be entitled to (acting on

Approved lnstructions) instruct the Escrow Agent to cease making any payments / transfers from

the Escrow Accou nts.

8.13 Events of Default and Remedies

lf 1(one) or more Events of Default occu(s), the Trustee may in its discretion, and shall upon

receipt of approval of the Majority Debenture Holders, by a notice in writing to the company,

declare the Debenture Payments and the other monies to be due and repayable / payable

forthwith and the Security created under the security Documents shall immediately become

enforceable and the Trustee shall be entitled to exercise its rights and powers in accordance with

this Agreement and the security Documents in relation to such security and otheMise under

ApplicableLaw,andtheTrusteeshallgivewrittennoticetothecompanyinforminsitoftheoccurrence of such Event of Default. The enforcement of the security may be undertaken by the

Trustee (acting on Approved lnstructions), or as otherwise directed by the Debenture Holders

through approval of the Majority Debdnture Holders'

Erstwhile Promoter I Fr(rwhilF Promoter ll Erstwhile Promoter lll Trusteea-LOmpany r..Nlz Y

9.1

REAI-ISATION OF TRUST PROCEEDS AND APPROPRIATION

Realisation of Trust properties

The Trustee shall hord upon trust the monies received by it in respect of the Trust properties("Realisation Proceeds") or any part thereof arising out of:

9.1.1 any sale, disposal, transfer, release, calling in, collection or conversion under the powerof sale in relation to any Secured Asset;

9'7'2 any income, dividends, interest, rent or profits arising in respect of the Trust properties;

9.1.3 any insurance contracts or proceeds or craims paid under any insurance contract inrelation to the Secured Assets;

9.L.4 enforcement of the Security created under the Security Documents; and

9.1.5 any other realisation whatsoever.

Appropriation of Realisation proceeds

9.2.1 All Realisation Proceeds received or recovered by the Trustee from time to time shall bedistributed by the Trustee in the manner detailed in the Escrow Accounts Agreementand in the following order of priority:

first, towards lncreased Costs;

secondly, in discharging any sums owing to the Trustee, the Escrow Agent andany receiver or any delegate;

thirdly, in payment of all costs a nd expenses incurred by the Trustee or a ny otherSecured Party or any of their receiver or any delegate in connection wlth anyrealisation or enforcement of any guarantee or Security taken in accordancewith the terms of the Security Documents or exercise of rights under anyTransaction Documents;

(d) fourthly, towards payment to the Secured Parties, pori possu, of all further or

Default Premium in case of an Event of Default, compound interest and

liquidated damages remaining unpaid under the Transaction Documents;

(e)fifthly,inortowardspaymenttotheDebentureHolders,poripossu'olallprincipalamountsowingontheDebenturesheldbythemandwhethersuchprincipal amounts shall or shall not then be due and payable; and

(f) sixthlY, to make payments to the Existlng Secured Lender as per terms of the

Master Restructuring Agreement'

g.2.2 Clause 9.2.1 above will override any appropriation made by any Obligor or the New

Promoter.

9.2

(a)

(b)

(c)

Erstwhile Promoter lll Trustee

ComPanY Erstwhile Promoter I Erstwhile Promoter ll ar- ......\)t . Y

9.3

9.2.3 The Trustee shall not be affected by any notice, express or implied, of the right, title orclaim of any Person to the Realisation Proceeds other than the Debenture Holders.

Claims for compensation monies

ln the event of a Governmental Authority taking over the management of the company and/orthe entire undertaking of the company and/or in the event of nationalisation of the company orits business or a moratorium being passed or in case the running of the business of the companyor its management or control is taken away either as part of any unemployment relief schemeor for any other reason whatsoever or under the provisions of the lndustries (Development andRegulation) Act, 1951 or any Applicable Law, the Trustee shall be entitled to receive the wholeof the compensation to which the company shall be entitled and to a pply the same or a sufficientportion thereof in accordance with the provisions set out in Clause 9.2 lAppropriotion ofRealisotion Proceedsl and the Debt shall become immediately payable and the security createdunder the Security Documents shall become enforceable.

Receipt by Trustee to be effectual discharge

Upon any dealing or transaction under the provisions herein contained, the receipt by theTrustee of the proceeds upon any of the Trust Property or any part thereof sold or realised andfor any other monies paid otherwise howsoever, to it shall effectually discharge the purchaseror purchasers or Person paying the same therefrom and from being concerned to see to theapplication or being answerable for the loss or misapplication or non-application thereof.

Segregation of the Trust Property

The Trust Property received by the Trustee under this Agreement shall, until used or applied in

accordance with this Deed, be held in trust for the purposes for which they were received and

shall be segregated from other funds and property of the Trustee. The Trustee agrees not toclaim or exercise any right of set off, lien or other right or remedy with respect to the Trust

Property. For the avoidance of doubt, the Trust Property held by the Trustee shall not be

considered as part of the assets of the Trustee, and, being trust property shall not, in the case ofa bankruptcy or liquidation of the Trustee, be considered as its assets and shall not be available

to the liquidator, bankruptcy trustee or other creditor of the Trustee and such monies and

properties shall be wholly excluded from the assets of the Trustee in such bankruptcy.

TIMITATION OF TIABITITIES OF TRUSTEE

ln addition to the other powers conferred hereunder on the Trustee and the provisions hereof

for its protection and not by way of limitation or derogation of anything contained in the

Transaction Documents or any statute limiting the liability of the Trustee, it is expressly declared

as follows:

10.1 Reliance on Opinion and Advice

9.4

9.5

10.

10.1.1 The Trustee (acting on the Approved lnstructions) may, in relation to these presents, act

ontheopinionoradviceoforanyinformationobtainedfromanysolicitor'counsel'advocate, valuer, surveyor, broker, auctioneer' qualified accountant' or other expert

obtained by the Trustee (acting on the Approved lnstructions) or approval of the

Erstwhile Promoter ll

Majority Debenture Holders.

10.1.2 The Trustee shall not be responsible for any loss occasioned by acting on any such advice,opinion or information and any communication passing between the Trustee and theirrepresentative or attorney which might be obtained or sent by letter, telegram,cablegram, facsimile transmission, telex or telephonic message and the Trustee, theirrepresentative or attorney shall not be liable for acting on any advice, opinion orinformation purporting to be conveyed by any such letter, telegram, cablegram,facsimile transmission, telex or telephonic message although the same shall containsome error or shall not be authentic.

LO.2 Reliance on Certificates

10.2.1 Unless otherwise instructed by the Majority Debenture Holders, the Trustee shall be atliberty to accept a certificate signed by Mr. sandeep shikre, being a director of theCom pany and by any director of the Obligor (who is a corporate entity) or of the persona

I

Guarantor as to any act or malter primo locie within the knowledge of such Obligor, assufficient evidence thereof.

10.2.2 Unless otherwise instructed by the Majority Debenture Holders, the Trustee shall not bebound in any such case to call for further evidence or be responsible for any loss thatmay be occasioned by its failing to do so, unless otherwise required by the MajorityDebenture Holders.

10.3 No Notice

Unless otherwise specifically provided in the Transaction Documents or unless otherwiseinstructed by the Maiority Debenture Holders, the Trustee shall not be bound to give notice toany Person of the execution hereof.

10.4 Not Bound to lnterfere

10.5

Unless otherwise speciflcally provided in the Transaction Documents or unless otherwiseinstructed by the Majority Debenture Holders, the Trustee shall not be bound in any way tointerfere with the management or the conduct of the Company's business or affairs unless and

until the Security or the rights under the Debentures shall have become enforceable and theTrustee has determined to enforce the same.

Custody of Documents

The Trustee shall be at liberty to keep this Deed and all other deeds and documents of titlerelating to any portion of the Trust Property at its registered office or elsewhere or if the Trustee

so decides with any bank or company whose business includes undertaking the safe custody of

documents or with any firm of advocates or solicitors. The Trustee shall not be responsible for

any loss incurred in connection with any such deposit and the Trustee may pay all sums required

to be paid on account of or in respect of any such deposit.

10.6 Not Bound to ascertain Defaults

Unless otherwise instructed by the Majority Debenture Holders, the Trustee shall not be bound

Erstwhile Promoter lll

to take any steps to ascertain whether any Event of Default has occurred upon the occurrenceof which the Security or the rights under the Debentures become enforceable.

70.7 Not Bound to Supervise Use of NCD Subscription Amount

The Trustee shall not be responsible for the NCD Subscription Amount or be bound to see to theapplication or utilisation thereof.

10.8 Acting on the basis of a Resolution of Debenture Holders

10.8.1 All references to consent ofthe Trustee and/ or approval ofthe Trustee in these presentsshall mean the consent of the Trustee or the approval of the Trustee (as the case maybe) acting on Approved lnstructions.

10.8 2 The Trustee shall not be responsible if it has acted upon any resolution purported tohave been passed at any Meeting of the Debenture Holders in respect whereof minuteshave been made and signed, even though it may subsequently be found that there wassome defect in the constitution of the meeting or the passing of the resolution or thatfor any reason the resolution was not valid or binding upon the Debenture Holders.

10.9 Trustee to not recognise any interest in the Debentures

The Trustee shall not be affected by any notice express or implied of the right, title or claim ofany Person to the said monies other than the Debenture Holder.

10.10 lndemnity to Trustee out of Trust Proceeds

10.10.1 Without prejudice to the rights to indemnity by Applicable Law given to the Trustee, theTrustee shall, subject to the provisions of the Act and the lndian Trusts Act, 1882, be

entitled to be indemnified out of the Trust Property in respect of all liabilities and

expenses incurred by it in the execution or purported execution of the powers and trusts

thereof or of any powers, authorities or discretion vested in it pursuant to these

presents, against all actions, proceedings, costs, claims and demands in respect of any

matter or thing done or omitted in any way relating to the Trust Property or any part

thereof.

10.10.2The Trustee shall however not be indemnified for any losses, liabilities or expenses

arising as a result of or in connection with any negligence, wilfu I misconduct, fraud, illega I

act, breach of trust or bad faith of the Trustee.

10.10.3 lf the Trustee is entitled to be indemnified in accordance with the provisions of this Deed,

theTrusteemayretainandpayoutofanymoniesinitshandsuponthetrustofthesepresents the amount of any liabilities and expenses necessary to effect such indemnity

andalsoremunerationoftheTrusteeashereinprovidedandtheTrusteeshallhavealien and charge on the Trust Properties for all monies payable to it under clause 9

|LimitotionoJLidbilitiesofTrustee|orotherwisehowsoeverarisingoutoforinconnection with this Deed or the issue of the Debentures'

COMPANYS REPRESENTATIONS AND COVENANTS

cor!!!r- F.<rwhilp Promoter I Erstwhile Promoter ll Erstwhile Promoter lll Trustee

v )\N>' Y

11.

1L.1 RepresentationsandWarranties

11.1..1 Each Obligor makes the representations and warranties set out in Schedule 4(Representotions ond Worrontiesl ("Warranties") to the Trustee and the DebentureHolders.

11.1.2 Unless specified otherwise in the Warranties, each of the Warranties are deemed to be

made by an Obligor, by reference to the facts and circumstances then existing on thedate of this Deed and shall be repeated on the date of issue of each of the Tranche 1Debentures, Tranche 2 Debentures and the Green Shoe Debentures (as the case may be)

and on each day until the Debt has been duly and irrevocably discharged in full.

11.1.3 Each Obligor acknowledges that the Warranties, when it is made or deemed to be made

as above, are an integral part of this Deed and the Debenture Holder has subscribed tothe Debentures in reliance on the same.

11.1.4 Each of the Wa rranties is sepa rate and independent a nd none of the Warranties shall be

treated as qualified by any actual or constructive knowledge on the part of theDebenture Holder or the Trustee or any of their agents, representatives, officers,em ployees or advisers.

11.1.5 The Warranties and the liability of the Company for any breach thereof shall not be in

any manner limited by any information disclosed or made available to or received by the

Debenture Holder or any of its agents, representatives, officers, employees or advisers.

17.2 Covenants and Undertakings

The Company agrees and undertakes to abide by the covenants and undertakings set out in

Schedule 3 (Coven onts ond lJndertokings) on the date hereof a nd at all times until the Debentu re

Payments have been duly and irrevocably discharged in full.

EVENTS OF DEFAULT, ACCETERATION EVENTS AND REMEDIES

L2.L Events of Default

The occurrence of any of the following events shall constitute an "Event of Default":

12.1.1 Non-pavment

TheCompanyfailstopayamountdueandpayablepursuanttotheTransactionDocument on the relevant Due Date, unless such payment is made within 30 (thirty) days

of the relevant Due Date.

12.1.2 Non-completion of the Proiect

The Company fails to completion of the Project, within the timelines agreed in the

Business Plan.

12.1.3 Non-achievement of sales and collection targets

t2.

39

Erstwhile Promoter I iITIwto p..,moter ll Erstwhile Promoter lll Trustee-ocomPa-!y t--.t\Slr

The Company fails to achieve the sales and collection targets as mentioned in the

Business Plan.

12.1.4 Failure to orocure approvals

The Company fails to procure any statutory approval/ approval required from any

Governmental Authority within the timelines specified in the Business PIan, and such

failure continues for a further period of 3 (three) months from such timelines.

12.1.5 Non-pavment of statutorv dues

The Company fails pay on the due date any amount payable to Governmental

Authorities.

12.1.6 Securitv

(a) Any Security Document does not (once entered into) create or evidence the

creation of, in favour of the Trustee for the benefit of the Secured Parties,

Security which it is expressed to create or whose creation it evidenced, as the

case may be, fully perfected with the ranking and priority it is expressed to have;

(b) Any Security created pursuant to, or evidenced by, any Security Document

ceases to enure to the benefit of the Secured Parties; or

(c) The Obligors failto maintain the Security Cover of 2 times as specified in Clause

8.3 (Security) above.

12.1.7 Material Adverse Effect

The Majority Debenture Holders determine that a Material Adverse Effect exists, or

could be exPected to occur.

or statement made by an Obligor in any Transaction

12.1.8 Non-compliance with end-use specifications

The end-use specifications in relation to the NcD subscription Amount and report of the

Cash Monitoring Agency or PMA are breached by the Company'

12.1.9 Non-compliance with Terms and Conditions

12.1.10

12.1.11 MisrePresentation

AnY rePresentation, wa rrantY

The Company fails to comply with any Terms and Conditions'

Any Obligor commits, in the sole opinion of the Trustee (acting on Approved

tnsiructions), a breach of any terms under the Transaction Documents (other than those

referred to in Clauses 72.7.1, L7.7'2 and 12 1 3 above) and the Resolution Plan'

40

Company Erstwhile Promoter I E..1-,hila Prdmntpr ll Erstwhile Promoter lll Trustee

t K)r*SD.' r

Document to which it is a party, or any other document derivered by or on beharf of itunder or in connection with any Transaction Document, is or proves to have beenincorrect or misreading in any materiar respect when made or deemed to be made.

12.1.12 lnsolvency

(a)

(b)

(c)

(d)

(e)

(f)

(e)

An Obligor is unable to, or deemed by Applicable Law to be unable to, or hasadmitted in writing its inabllity to, pay its debts as and when the same are due;

lf it is certified by a chartered accountant appointed by the Trustee that theliabilities of an Obligor exceed such Obligor,s assets;

Any Obligor commits any act of bankruptcy, insolvency, suspends payment toany of its creditors, or if any petition of bankruptcy, insolvency or winding up isfiled by or against any Obligor;

An Obligor files petition under Section 10 of the lnsolvency and BankruptcyCode;

A petition for insolvency or liquidation process is filled against an Obligor;

A moratorium is declared in respect of any indebtedness of any Obligor; and

Any Obligor, if applicable:

(i) has been declared as a sick industry, potentially sick industry or a reliefundertaking, or proceedings have been fjled in relation to the same; or

(ii) is, likely to be declared as a relief undertaking under the (lndian)Bombay Relief Undertakings (Special provisions) Act, 195g or any otherlaw or regulation applicable with respect to relief undertaking.

12.1.13 Insolvency proceedings

Subsequent to implementation of the Resolution plan, any corporate action, legalproceedings or other procedure or step is taken by any person in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, insolvency,winding-up, dissolution or reorganisation4l (by way of voluntary arrangement,scheme of arrangement or otherwise) of an Obligor other than a solventliquidation or reorganisation4l of such Obligor;

a composition, compromise, assignment or arrangement with any creditor of an

Obligor, including any corporate debt restructuring;

the appointment of a liquidator (other than in respect of a solvent Iiquidation ofan Obligor), receiver, administrator or other similar officer in respect of an

Obligor or any of its assets; or

enforcement of any Security over any assets of an Obligor or any analogous

47

(b)

(c)

Erstwhile Promoter lll

(d)

procedure or step in any jurisdiction.

12.1.14 J udgments, creditors' process

An Obligor fails to comply with or pay any sum due from it under any finaljudgment or any final order made or given by a court or tribunal of competentjurisdiction; or

Any expropriation, attachment, sequestration, distress or execution affects anyasset or assets of an Obligor.

12.1.15 Moratorium

The Government of lndia or any relevant Governmental Authority declares a generalmoratorium or "standstill" (or makes or passes any order or regulation having a similareffect) in respect of the payment or repayment of any Financial Indebtedness (whetherin the nature of principal, interest or otherwise) (or any indebtedness which includesFinancial lndebtedness) owed by lndian companies or other entities (and whether suchdeclaration, order or regulation is of general application, applies to a class of persons

which includes any Obligor alone).

12.1.16 U nlawfulness

It is or becomes unlawful for an Obligor to perform any of its obligations underany Transaction Document to which it is a Party;

Any Transaction Document, or any obligation of an Obligor under anyTransaction Document, is not or ceases to be legal, valid, binding or enforceable;or

Any Transaction Document ceases to be in full force and effect or is alleged by a

party to it to be ineffective for any reason.

12.1.17 Repudiation

Any Obligor repudiates a Transaction Document to which it is a party or evidences an

intention to repudiate any Transaction Document to which lt is a party.

12.1.18 Expropriation

Any Governmental Authority (whether de jure or de facto) nationalises, compulsorily

acquires, expropriates or seizes all or any part of the business or assets of any Obligor.

12.1.19 ManaAement; Sha reholding

Without the prior written consent of the Trustee (acting on Approved lnstructions):

There is any change in Control over the Company; or

There is any change in the management control of the Company.

42

(a)

(b)

(a)

(b)

(c)

(a)

(b)

L2.1.20 Material Licences

Any license or approval material for the Business is revoked, withdrawn, terminated orsu spe nded.

12.1.2 1 Material Litisation

Subsequent to the implementation of the Resolution Plan, any litigation, arbltration,investigative or administrative proceeding is current, pending or threatened and is notstayed or resolved within 30 (thirty) days from the date of its commencement:

to restrain an Obligor's entry into, the exercise of any rights of an Obligor under,or compliance by an Obligor with any of its obligations under, the TransactionDocuments to which it is a party; or

which the Majority Debenture Holders otherwise determine has, or if adverselydetermined, could reasonably be expected to have a Material Adverse Effect.

12.1.22 Cross Default

Any Financial lndebtedness of any Obligor is not paid when due nor within any

originally applicable grace period;

Any Financial lndebtedness of any Obligor is declared to be or otherwise

becomes due and payable prior to its specified maturity as a result of an event

of default, a default or other similar condition or event (however described);

Any commitment for any Financial lndebtedness of any Obligor is cancelled or

suspended by any of its creditors as a result of an event of default, a default or

other similar condition or event (however described); or

Any creditor of any Obligor becomes entitled to declare any Financial

lndebtedness of such Obligor due and payable prior to its specified maturity as

a result of an event of default, a default or other similar condition or event

(however described).

12.1.23 Cessation of Business

Any Obligor suspends or ceases to carry on or dispose of (or threatens to suspend or

cease to carry on or to dispose of) any part of its business, or any part of any division or

u ndertaking in its business.

12.1.24 ListinA of the Debentures

The Company fails to get the Debentures listed on the Stock Exchange as per

Clause 2.5 (Terms of Debentures).

The Debentures are delisted from the Stock Exchange during the tenure of the

Debentu res for any reason.

(a)

(b)

(a)

(b)

(c)

(d)

(a)

(b)

12.1.25 Contracts

Any material contract entered into by any obrigor being terminated, or, in the sorejudgement of the Majority Debenture Holders, materially amended, such that the abilityof such obligor to furfir its obrigations u nder the Tra nsaction Docu ments is, in the opin ionof the Majority Debenture Holders, adversely affected.

12.1.25 Assets

The Obligors cease to have title to or the right to possess a significant portion of theCompany Assets.

72.2 Consequences of Event of Default

12.2.1 upon the occurrence of an Event of Default, the company shalr immediately inform theTrustee of such occurrence, together with all details related thereto and specifying thenature of such Event of Default.

lz.22 The Trustee sharr thereafter, or upon becoming aware of an Event of Defaurtimmediately notify the Debenture Holders of the occurrence of such Event of Default inthe form set out in schedule ro lRequest for Approved rnstructions for EoD), requestingApproved rnstructions as to whether immediate payment by the company of the Debt isrequired and other actions to be taken in relation to the Event of Default.

12.2.3 once an Event of Default has occurred, upon receipt of Approved lnstructions fordeclaring the Debt due and paya ble, whether after receipt of the notice under th is clauseor otherwise, the Trustee shall declare all or any part of the Debt to be immediately (oron such dates as may be specified in the Approved lnstructions) due and payable,whereupon it shall become so due and payable, and simultaneously send the Companya notice in the form set out in Schedule 1l (Form of Accelerotion /votrce) (,,AccelerationNotice") requiring the Company to pay all outstanding Debt to the Debenture Holders.

12.2.4 lf the Company fails to pay the outstanding Debenture payments in full in accordancewith the Acceleration Notice, the Trustee (acting on Approved lnstructions) shallexerciseone or all of the following rights in accordance with the Approved lnstructions:

require the Company to mandatorily redeem the Debentures and repay theprincipal amount on the Debentures, along with the Coupon and the DefaultPremium, and other costs, charges and expenses incurred under or in

connection with the Transaction Documents;

enforce any Security created pursuant to the Security Documents towardsrepayment of the Debt;

enforce the pledge on the Securities as per the terms of the Securities Pledge

Agreement;

have the right to change the composition of the Board, at its sole discretion;

(a)

(b)

(c)

Erstwhile Promoter I Erstwhile Promoter ll Erstwhile Promoter lll

(d)

have the right to veto any decision to be taken by the Board, th rough the Trustee

Directors;

alter the governance structure of the Company, and appoint/ replace key

managerial personnel for the company;

change the statutory auditor of the Company;

take all such other action expressly permitted under the Transaction Documents

or permitted under Applicable Law (including under the lnsolvency and

Ban kruptcy Code); and/ or

exercise such other rights as the Trustee may deem fit under Applicable Law toprotect the interest of the Debenture Holders.

12.3 Trustee to be lndemnified

At any time after the occurrence of an Event of Default and subject to the provisions of Clause

L2.7 (Events ol Defouttl above, the Trustee shall be bound on the receipt of Approved

lnstructions, and without further notice institute such proceedings against the Obligors and/or

the New Promoter as it may think fit to enforce repayment of the Debt

L2.4 Enforcement Proceeds and their Utilisation

12.4.1 UponenforcementoftheSecurity,theTrusteeshallholdintrustall monies (collectively,

"the said monies") received by it as permitted hereunder in respect of or arising from

the security or any part thereof (including from enforcement thereof) and deal with the

same only in accordance with Approved lnstructions per the terms of the Transaction

Docu ments.

12.4.2 The Trustee may, in the absence of fraud, breach of trust, negligence, wilful default and

misconduct, by and out of the said monies, shall first reimburse itself and pay, retain or

discharge all the costs, charges and expenses incurred in or about the entry, or the

exercise of the powers and trusts u nder this Deed'

(e)

(f)

(e)

(h)

(i)

72.4.3 lothe extent monies are received by the Trustee in terms of clause 12.4.1 above and

subject to the payment in accordance with clause L2.4.2 above, the Trustee agrees to

disburse all amounts received by it from time to time to the Debenture Holders' in

accordance with the terms of this Deed.

12.4.4MoniesreceivedbytheTrustee,otherthanintermsofClausesl2.4.labove,shallbekeptsegregated,andutilisedinaccordancewiththetermsandconditionsoftheDeed.

72.5 Claim for Compensation Monies

ln the event of:

12.5.1 any com petent authorlty taking over the ma nagement of the Company and/or the whole

or a substantial portion of any property comprised in the Security and/ or the entlre

undertaking of the ComPanY; or

Erstwhile Promoter lll

12.5.2 nationalisation of the Company or its business or a moratorium being passed,

the Trustee shall be entitled to enforce the Security and if in its reasonable opinion the Securityis not sufficient it shall also be entitled to receive such part of the compensation which theCompany shall be entitled to and to apply the same or a sufficient portion thereof to satisfy allor any part of the Debenture Payments and all monies secured hereunder shall becomeimmediately payable and the Security created hereunder shall become enforceable.

L2.6 First Recourse Enforcement

12.6.1 Each Obligor further confirms and agrees that the rights, powers and benefits of theTrustee under any Security Document or otherwise in relation to the Security may be

e nfo rced:

(a) without the Trustee first having recourse to any other security or rights or taking

any other steps or proceedings against any other Obligor or any other Person;

or

For any balance due, after resorting to any one or more means of obtainingpayment or discharge of the entire Debenture Payments.

12.6.2 The Security shall not be merged in, or in any way excluded or prejudiced, or be affected

by, any other Security lnterest, right of recourse or other right (or the invalidity thereof)

which the Trustee maY hold.

L2.7 Fees and Expenses

All fees, duties, costs and expenses (including legal fees) incurred by the Secured Parties after an

Event of Default has occurred in connection with:

12.7.1 preservation ofthe assets (whetherthen or thereafter existing) of anyobligor;

12.7.2 preservation or enforcement of Security or Secured Assets;

12.7.3 collection or any repayment of DebU and

L2.T.4anylitigation,proceeding,stepsoractiontaken,initiatedofdefendedbytheTrusteeorany Debenture Holder in connection with Clauses L2 T 'L, 12 7 '2 and 1'2 7 3 above'

shall be payable by the Company, and shall be deemed to form part of the Debt

REDRESSAT OF DEBENTURE HOTDERS GRIEVANCES

TheCompanyshallfurnishtotheTrusteedetailsofallgrievancesreceivedfromtheDebentureHolders and the steps taken by the Company to redress the same At the request of any

Debenture Holder, holding not less than 25% (twenty five percent) of the Debentures' the

Trustee shall, by notice to the company call upon the company to take appropriate steps to

redress such grievances and shall, if necessary, at the request of any Debenture Holder' call a

meeting of the Debenture Holders'

(b)

13.

The Trustee may retire at any time; provided that the Trustee shall have given at least 30 (thirty)days' prior written notice thereof to the Company and the Debenture Holders.

74.2 Effectiveness of Resignation

The resignation of the Trustee and the appointment of any successor trustee will both becomeeffective only upon the successor trustee notifying all the Debenture Holders that it accepts itsappointment; provided however that in the event the successor trustee is not appointed within30 (thirty) days after receipt of any notice of reslgnation by the Trustee, the Trustee shallcontinue to act as the debenture trustee until such time as the successor trustee is appointed onpayment of such fees as may be agreed between the Company and the Trustee.

14.3 Removal of Trustee

L4, RETIREMENT & REMOVAT OF TRUSTEE

1,4.7 Notice of Resignation

The Trustee hereof may be removed by the Debenture Horders by a resorution passed byDebenture Holders representing 75% (seventy five percent) of the Debentures then outstanding.The company shall appoint such person as may be nominated by Debenture Holdersrepresenting 75% (seventy five percent) of the Debentures then outstanding as new Trustee orTrustee hereof who shallaccede to all the Transaction Documents.

L4.4 Convening Meeting of Debenture Holders

For the purposes aforesaid, forthwith upon receipt of the notice of retirement from the Trusteefor the time being hereof or on the occurrence of a vacancy in the office of the Trustee or Trusteehereof, the Company shall convene a Meeting of the Debenture Holders. A company, bodycorporate or a statutory corporation, which is a financial institution in the public sector, may beappointed to be a Trustee hereof. Such Trustee shall be entltled to exercise the powers,authorities and discretions hereby vested in the Trustee.

15. COSTS AND EXPENSES

15.1 Obligation to bear costs and expenses

The Company shall bear and promptly pay all other costs and expenses relating to the transactionincluding and not limited to:

15.1.1 all fees for services performed by Trustee, all out of pocket, and travelling expenses and

other costs, charges and expenses in any way incu rred by Trustee, its officers, employees

or agents in connection with the negotiation, preparation, execution, modification or

amendment of or the preservation, protection or release of the rights of the Debenture

Holders on exercise of any rights, remedies or powers granted under any Transaction

Documents or any documents or instruments contemplated or in connection with or

relating to Transaction Documents including, without limltation, costs of investigation of

title;

15.1.2 cost of the financial, legal, Tax and other professional advisors in connection with thedue diligence conducted on the company, preparation of rransaction Documents andTax structu ring;

15 1.3 all fees for stamping and registration of this Deed and all other Transaction Documents,costs, charges and expenses of the external legal counsel of the Trustee and all suchsums incurred or paid by Trustee or any of them in connection with and incidental to orin connection with these presents;

15.1 4 all fees, costs and expenses incurred by the Secured Parties in connection with theenforcement of any rights hereunder and/or under any other Transaction Documentincluding any cost incurred in the assertion or defence of the rights of Trustee as suchfor, and for the benefit of the Secured Parties as for the protection and preservation ofwhole or any part of the Security and for the demand, realisation and recovery of theDebenture payments; and

15.1.5 all stamp duty, Taxes, charges and penalties on any Transaction Documents if and whenthe Company, the New promoter or any Obligor may be required to pay the sameaccording to the laws for the time berng in force.

75.2 Payment of lncreased Costs

subject to Applicable Law and the terms and conditions of the Transaction Documents, thecompany shall, within 3 (three) days of a demand by the Trustee, pay to the Trustee (on behalfof the Debenture Holders), the a mount of a ny lncreased costs incurred by the Debenture Holdersas a result of:

15.2.1 the introduction of or any change in (or in the interpretation, administration orapplication of) any Applicable Law; or

15.2.2 compliance with any Applicable Law made after the Deemed Date of Allotment.

The term Applicable Law in this Clause shall include, without limitation, any law or regulationconcerning capital adequacy, prudential limits, liquidity reserve assets or Tax.

Consequences of failure to pay

lf the Company fails in defraying the costs, expenses, charges, duties or fees referred to Clauses

15.1 or 15.2 above, as and when required, the Trustee may (but is not obligated to) make such

payments on behalf of the Company, other Obligors or the New Promoter, as the case may be.

All such payments made by the Trustee shall be for the account of the Company and the

company undertakes promptly on demand, to reimburse the Trustee or its authorized agents,

representatives, successors and assignees for any such monies so paid, together with the interest

thereon if such amounts are not reimbursed within 5 (five) days of receipt of demand at the rate

of 18% (eighteen percent) per annum from the end of 5 (five) days' notice period until the date

such amounts are actually reimbursed by the Company.

15.4 Part of Debt

15.3

All costs and expenses referred to in this Clause 15 (Costs ond Expenses) which are to be borne

Erstwhile Promoter lll

by the company shall be part of the "Debenture payments" and sha| be a charge upon the TrustProperty in priority to the charge securing the Debentures.

16. INDEMNIW

16.1 General lndemnity

L5.1.1 The company and the other obligors shall, without protest or demur, irrevocably andunconditionally pay, indemnify, defend and hold harmless, the Debenture Holders andthe Trustee, and each of their attorneys, agents, directors, officers, representatives andadvisors (collectively the "lndemnified parties"), promptly upon demand at any time andfrom time to time, against any and all losses, liabilities, obligations, damages, judgments,costs, expenses (including, without limitation, legal and other fees on a full indemnitybasis), actions or demands of any kind or nature whatsoever incurred or likely to beincurred by any of the lndemnified parties ("[oss") arising out of or in connection with:

the issuance and subscription to or purchase of or listing of the Debentures;

exercise of any rights or performance of any obligations of the lndemnifiedParties under any Transaction Documents;

enforcement of any Security;

loss in reputation in respect of the business or affairs of the Company;

costs and expenses payable by any Obligor pursuant to the TransactionDocuments;

an inaccuracy, misrepresentation or any breach of any representation orwarranty made by any Obligor in any Transaction Document;

a sale of the Debentures due to non-listing of the Debentures within 30 (thirty)

days of the Deemed Date of Allotment at a price which is lower than the face

value of Debentures plus coupon accrued thereon till the date of realisation ofproceeds by sale of Debenture Holders; and

any breach of any covenant or obligation of any obligor contained in any

Transaction Document.

16.1.2 The Trustee may retain and pay out of any money in its possession all sums necessary to

effect the indemnities contained in this Clause 76 llndennityl and all sums payable by

the Company under this Clause 16 |lndemnity| shall form a part of the ,,Debenture

Payments".

16.1.3 Except as otherwise expressly provided in this Deed, all payments to be made by the

lndemnifying Party under or in connection with this Deed shall be made in full without

any set-off or counterclaim and free from any deduction or withholding except as may

be required by Applicable Law (in which event such deduction or withholding shall not

exceed the minimum amount required by Applicable Law and the lndemnifying Party will

simultaneouslypaytothelndemnifiedPartywhateveradditionalamountisrequlredfor

(a)

(b)

(c)

(d)

(f)

(e)

(h)

Erstwhile Promoter I Fr<twhilP Promoter ll Erstwhile Promoter lll TrusteeLomMy_ v o:\- ) ( (

the net amount received to equal what would have been received if no such deductionor withholding had been required).

16.1.4 The Parties agree that the rights of an lndemnified Party pursuant to this Clause 16llndemnity\ shall be in addition to and not exclusive of, and shall be without prejudiceto, any other rights and remedies available to such lndemnified party at equity or underApplicable Law including, seeking specific performance, rescission, restitution or otherinjunctive relief, none of which rights or remedies shall be affected or diminishedthereby.

15.1.5 lf the company has made a payment (the "lndemnity payment") to an rndemnified partyin respect of any claim, and the lndemnified Party subsequently receives a refund orpayment from a third party (a "Third party Sum,,) in respect of any matter giving rise tosuch claim, such rndemnified party shall repay to the company such amount of thelndemnity Payment as does not exceed the sum such lndemnified Party actually receivedas Third Party sum(s) after deducting Taxes, if any, payable by such rndemnified party,and any other expenses incurred, in connection with its receipt.

16.1.6 The company acknowledges and agrees that any payments to be made pursuant to thisClause 16 (lndemnityl are not in the nature of a penalty but merely reasonablecompensation for the loss that would be suffered, and therefore, the Company waivesall rights to raise any claim or defense that such payments are in the nature of a penaltyand undertakes that it shall not raise any such claim or defense.

76.2 RERAlndemnification

16.2.1 The Erstwhile Promoters shall be the sponsors of the Project and will continue to be fullyliable for liabilities and responsibilities under RERA, and the Debenture Holders and the

Trustee will not in any manner and under any circumstance, if arising, be held liable forany penalties/cla ims/liabilities under RERA, including those penalties/claims/liabilities

that may be subsisting as on the date that the Resolution Plan is approved by the NCLT

or that may arise arising during the implementation of the Resolution Pla n.

16.2.2 Notwithstanding the indemnity provided as per Clause 15.1.1 above, the Erstwhile

Promoters hereby agree to indemnify and keep indemnified and hold harmless

Debenture Holders, the Trustee and the New Promoter, their respective affiliates,

directors, officers, employees, nominees and agents (hereinafter referred to as

"RERA lndemnified Persons") from and against any Loss incurred by the RERA

lndemnified Persons pursuant to RERA that may be subsisting as on the date that the

Resolution Plan is approved by the NCLT or that may arise arising during the

implementatlon of the Resolution Plan'

t7. TAX

L7.1 Tax Gross-UP

17.1.1 The CompanY shall make all payments to be made by it to any Debenture Holders

without any Tax Deduction, unless a Tax Deduction is required by Applicable Law'

17.1.2 The Company shall promptly upon becoming aware that lt must make a Tax Deduction

Erstwhile Promoter ll

18.

(or that there is any change in the rate or the basis of a Tax Deduction) notify the Trusteeaccordingly.

17.1.3 The Company shall make a Tax Deduction in respect of any payments to be made by itto a Debenture Holder in the minimum amount required by Applicable Law.

17.1.4 Notwithstanding anything contained in Clause 17.1.1 above, if a Tax Deduction is

required by Applicable Law to be made by the Company in respect of any payments tobe made by it to a Debenture Holder up on happening of an Event of Default or a

Mandatory Redemption Event, the amount of the payment due from the Company shallbe increased to an amount which (after making any Tax Deduction) leaves an amountequal to the payment which would have been due if no Tax Deduction had beenrequired.

17.1.5 Within 30 (thirty) days of making either a Tax Deduction or any payment required inconnection with that Tax Deduction, the Company shall deliver to the Trustee for theDebenture Holders entitled to the payment Tax withholding or Tax deduction certificatesin respect of such withholding or deductions reasonably satisfactory to that DebentureHolders that the Tax Deduction has been made or (as applicable) any appropriatepayment paid to the relevant Taxing authority.

For the purpose of this Clause 17, "Tax Deduction" means a deduction or withholding for or on

account of income Tax from a payment under a Transaction Document.

SALE RIGHT AND BUY RIGHT

The Parties hereby agree that until the Debt to the Trustee has been duly and irrevocably discharged

in full:

The Trustee shall, at any time, have a right, but not an obligation, to require the Erstwhile

promoters, the New Promoter and any other existing shareholders of the company (for the

purposes of this clause 18 - "shareholders") to sell their entire sha reholding in the company

to a third-party purchaser identified by the Trustee ("3d party Purchaser") without offering

any reason to the Shareholders ("Sale Right")'

ln the event that the Trustee exercises this sale Right, the New Promoter shall cause the

existingshareholderstodoallactsnecessaryfortheconveyanceoftheirentireshareholding.

ln the event that the Trustee elects to exercise the sale Right, the Trustee shall issue written

notices to the sharehorders and the company stating that the Trustee has erected to exercise

their Sale Right ("Sale Right Notice")'

(a)

(b)

(c)

(d) The Sale Right Notice shall indicate the consideration that the 3'd Party Purchaser shall pay

for the entire shareholding oi thtlo"tn' such consideration shall be calculated on the

basis of the lesser of the face value of the shares of the company and the fair market value

of such shares of the Company' as determined by an Approved Valuer'

(e) On the 7th Business Day following the date of issuance of the,sale Right Notice' the Erstwhlle

promoters, New promoter, ;; ;;;; existing. shareholders and the company shall

u ndertake all action' nttt"t'y-io'gl" ttfttt to 'uli'

ttle of the shareholding in the compa ny

51

Erstwhile Promoter ll

(_ -E rstw hi le P rom ote r I t I Trustee

Comoanv

r', -E,stwhile

Promotet l

J('(' -\7-

18.3

to the 3'd Party Purchaser. The stamp duty and registration costs in relation to suchconveyances shall be borne by the Company.

(f) A breach of the above clauses would be an Event of Default.

ln the event that the Debt to the Trustee has been duly and irrevocably discharged in full, thesale Right shall be made available to the Existing Lender on the same terms and conditions asprovided in CIause 18.1above.

ln addition to the sale Right in clause 18.1, the Parties hereby agree that until Debt to the Trusteehas been duly and irrevocably discharged in full:

(a) The Trustee shall, at any time, have a right, but not an obligation, to acquire the entireshareholding of the Company by requiring the Shareholders of the Company to sell theirshareholding in the Company to the Trustee, without offering any reason to the Shareholders("Buy Right").

ln the event that the Trustee exercises this Buy Right, the New promoter shall cause theexisting shareholders to do all acts necessary for the conveyance of their entire shareholding.

ln the event that the Trustee elects to exercise the Buy Right, the Trustee shall issue writtennotices to the Shareholders and the Company, stating that the Trustee has elected toexercise their Buy Right ("Buy Right Notice").

The Buy Right Notice shall indicate the consideration the Debenture Holders shall pay for theentire shareholding of the Company, which shall be calculated on the basis of the lesser ofthe face value of the shares of the Company and the fair market value of the shares of the

Company, as determined by an Approved Valuer.

On the 7'h Business Day fotlowing the date of issuance of the Buy Right Notice, the Erstwhile

Promoters, New Promoter, any other existing shareholders and the Company shall

u ndertake all actions necessa ry to give effect to such sale of the sharehold ing in the Company

to the Trustee. The stamp duty and registration costs in relation to such conveyances shall

be borne by the Company.

A breach of the above clauses would be an Event of Default

(b)

(c)

(d)

(e)

(f)

18.4 tn the event that the Debt to the Trustee

Buy Right shall be made available to the

provided in Clause 18.3 above.

19. NOTICES

has been duly and irrevocably discharged in full, the

Existing Lender on the same terms and conditions as

19.1 Communications in writing

Any communication to be made under or in connection with this Deed shall be made in writing

and, unless otherwise stated, may be made by email' fax or letter'

L9.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention thecommunication is to be made) of each party for any communication or document to be made ordelivered under or in connection with this Deed is:

ln the case of the ComDanv:

Address:

Tel:

Attention:Email:

203-204, PRABHADEVI INDUSTRIAL ESTATE, VEER SAVARKAR MARG,PRABHADEVI, MUMBAI - 4OO 0253325 3333Ms. Mona Shahmona.shah @ ssa enginee rs.com

101, Oceana Apts., Keluskar Marg, Shivaji park, Dadar_West, Mumbai _ 4OO 028Mr. Unmesh Joshiunmesh.joshi@ koh in oorgro u p. co. in

Address:

Attention:Email:

ln the case of the Erstwhile promoter :

Kohinoor Corporate Office, Senapati Bapat Marg, Dadar-West, Mumbai_ 4OO028

Mr. Deepak Lade

deepak.lade@ ko h inoo rgro u p. co. in

ln the case of the Erstwhile Promoter lll:

Kohinoor Corporate Office, Senapati Bapat Marg, Dadar-West, Mumbai - 400028Mr. Deepa k Lade

deepak.lade@ ko h inoo rgro u p. co. in

ln the case of the Trustee:

Address: lDBl Trusteeship Services Limited,

Asian Building, Ground Floor,

Tel:

17, R Kamani Marg,

Ballard Estate,

Mumbai- 400 001

+91 22 4080 7000 , +9122 6631 7776

Attention: JimitPoojari

Email: iimit@idbitrustee.com; subrat@idbitrustee'com

or any substitute address, fax number or department or officer as the Party may notify to the

Trustee(ortheTrusteemaynotifytotheotherParties,ifachangeismadebytheTrustee)bynot less than 5 (five) Business Days'notice'

19.3 Delivery

19.3.1 Any communication or document made or delivered by one Person to another under or

Address:

Attention:Email:

Address:

Attention:Email:

Erstwhile Promoter lll

in connection with this Deed will only be effective:

if by way of fax, when received in legible form;

if by way of email, when the email is sent by the author;

if by way of letter, when it has been left at the relevant address or 5 (five) days

after being deposited in the post postage prepaid in an envelope addressed to it

at that address; or

if a particular department or officer is specified as part of its address details

provided under clause L9.2 (Addressesl, if addressed to that department or

officer.

19.3.2 Any communication or document to be made or delivered to the Trustee will be effective

only when actually received by the Trustee, and then only if it is expressly marked for

the attention of the department or officer identified in this Clause 19 (Notices) (or any

substitute department or officer as the Trustee shall specify for this purpose)

English language

19.4.1 Any notice given under or in connection with this Deed must be in English.

19.4.2 All other documents provided under or in connection with any Transaction Documents

must be:

(a)

(b)

(c)

(d)

L9.4

in English; or

if not in English, and if so required by the Trustee, accompanied by a certified

English translation and, in this case, the English translation will prevail unless the

document is a constitutional, statutory or other official document'

19.5 Notices to Debenture Holders

19.5.1 The Trustee shall promptly forward all notices and communications received from the

Company or any other Obligor to the Debenture Holders'

19.5.2 All notices and other communications required to be given or made to the Debenture

Holders and shall be deemed to have been duly and sufficiently given only if:

(a) delivered either personally by hand' o1 by. ln international courier service

providing delivery service in the place of residence of the relevant Debenture

Holder, in each case; and

(b) confirmed by email to the relevant recipient not less than 24 (twenty four) hours

after such deliverY'

19.5.3 Notices shall be deemed effective if given on a Business Day'

All communications to Debenture Holders in relation to the Transaction Documents shall

(a)

(b)

Erstwhile Promoter lll

19.5.454

20.

20.L

be sent to the address provided by the Debenture Holders in the application formsubmitted by the relevant 0ebenture Holder pursuant to the lnformation Memorandumor any substitute address, fax number or department or officer as may be notified notifyto the Trustee or the Company by not less than 5 (five) Business Days' notice.

CONFIDENTIATITY

The Parties agree and undertake that they shall not and their professional advisors (collectively,

"Representatives") shall not, reveal to any third party any Confidential lnformation. Except with

the prior written consent of the other Parties, each Party shall hold the Confidential lnformation

in strictest confidence and shall take all necessary precautions to secure any Confidential

lnformation of all other Parties.

20.2 The term "Confidential lnformation" as used in this Deed means (i) this Deed and the

Transaction Documents, their existence and any documents, correspondence, discussions,

negotiations related to such agreementsj (ii) any dispute or claim arising out of or in connection

with any such agreements or the resolution of such claim or dispute; and (iii) any information or

materials prepared by or for a Party or its Representatives that contain or otherwise reflect, or

are generated from, Confidential Information.

20.3 The foregoing restrictions shall not apply to:

Disclosure of Confidential lnformation that is already in the public domain or becomes

generally available to the public;

Disclosure to the limited extent requested or required under Applicable Law or judicial

process;

(c) Disclosure by the Parties to their respective affiliates, shareholders, partners,

em ployees, directors etc.; and

(d) Disclosure by the Debenture Holders to potential investors'

(a)

(b)

2L. GOVERNING LAW

This Deed and the rights and obligations of the Parties hereunder is governed by, and construed

in accordance with the laws of lndia

ENFORCEMENT

Courts

(a)Eachobligoragreesthatthecourtsandtribunals(includingtheDebtRecoveryTribunal)in New Delhi shall have jurisdiction to settle any disputes which may arise out of or in

connection with the Tr;nsaction Documents and that accordingly any suit' action or

proceedings (together referred to as "Proceedings")arising out of or in connection with

the Transaction ooc"e'*s may be brought in such courts or the tribunals and each

Obligor irrevocably submits to and accepts for itself and in respect of its property'

genJrally and unconditionally' the jurisdiction of those courts or tribunals

22.

22.t

Erstwhile Promoter lll Trustee7...u:r^ o-^-^r-. I Erstwhile Promoter llComrclY

Y v nI-r.u\9)/

Each obligor irrevoca bly waives any objection now or in futu re, to the laying of the venueof any Proceedings in the courts and tribunars at New Delhi and any claim that any suchProceedings have been brought in an inconvenient forum and further irrevocabry agreesthat a judgment in any Proceedings brought in the courts and tribu nals at New Delh i shallbe conclusive and binding upon it and may be enforced in the courts of any otherjurisdiction, (subject to the raws of such jurisdiction) by a suit upon such judgment, acertified copy of which shall be conclusive evidence of such judgment, or in any othermanner provided by law.

ln case if the Proceedings cannot be initiated before the courts and tribunals at NewDelhi, then nothing contained in this clause 22, shall Iimit the right of the Trustee to takeProceedings in any other court or tribunal of competent jurisdiction in lndia and eachob gor irrevocably submits to and accepts for itself and in respect of rts property,generally and unconditionally, the jurisdiction ofsuch court or tribu nal, and it irrevocablywaives any objection it may have now or in the future to the laying of the venue of anyProceedings and any claim that any such proceedings have been brought in aninconvenient forum.

To the extent that an obligor may in any jurisdiction claim for itself or its assets immunityfrom suit, execution, attachment (whether in aid of execution, before judgment orotherwise) or other legal process and to the extent that in any such jurisdiction theremay be attributed to itself or its assets such immunity (whether or not claimed), suchObligor hereby irrevocably agrees not to claim and hereby irrevocably waives suchimmunity.

22.2 Rights under Applicable Law

Notwithstanding anything to the contrary contained herein and without prejudice to anyother remedy available to the Debenture Holders or the Trustee, the Debenture Holders(acting through the Trustee) have the sole discretion to exercise any remedies under theDebts Recovery of Debts Due to Banks and Financial lnstitutions Act, 1993 ("DRT Act,,)(as may be applicable) or The Securitisation and Reconstruction of Financial Assets andEnforcement of Security lnterest Act, 2002 ("SARFESI Act") (as may be applicable) or thelnsolvency and Bankruptcy Code, or any new law having been passed or any amendmenthaving been made to existing law, including remedies which enable the Trustee toenforce the Security or proceed to recover the Debenture Payments due and owing tothe Debentu re Holders.

On the Debenture Holders exerclsing their statutory rights under the DRT Act or theSARFESI Act or the lnsolvency and Bankruptcy Code or any amendments thereto, or any

other new law which provides statutory rights to the Debenture Holders to enforce the

Security, such Proceeding shall not be arbitrable between the Parties or considered to

fall within the scope of submission to the arbitral tribunal.

Each Obligor hereby consents generally in respect of any proceedings arising out of or in

connection with any Transaction Document to the giving of any relief, including interim

and/or equitable reliefs, and rdlief for specific performance, or the issue of any process

in connection with such prbceedings including, without limitation, the making,

enforcement or execution alainst its assets whatsoever (irrespective of its use or

(b)

(c)

(d)

(a)

(b)

(c)

24.

intended use) of any order or judgment which may be made or given in suchproceedings.

tIABIIITY TO SECURED PARTIES FOR DEFICIENCY

The Company and the Erstwhile Promoters shall remain liable to the Secured parties for anydeficiency occurring, arising or existing under the Transaction Documents.

MISCELLANEOUS

24.1 Amendments

This Deed may be amended only by an instrument in writing signed by duly authorizedrepresentatives of the Company and the Trustee (acting on Approved lnstructions).

24.2 FurtherAssurances

The Company shall, at its own cost and expense, promptly upon receiving a request from theTrustee (acting on Approved lnstructions):

24.2.7 execute such further writings and take all such further actions as may be necessary forcreating the Security lnterest over the Secured Assets or over any assets provided in

lieu thereof;

24.2.2 execute all transfers, conveyances, assignments, assurances and other instruments ofsecurity whatsoever and give all notices, orders, instructions and directions whatsoever

which the Trustee may reasonably or by normal practice or by Applicable Law require,

in relation to the Secured Assets or in relation to the creation, preservation, perfection

or enforcement of Security under the Security Documents; and

24.2.3 otherwise do all things that the Trustee may, or shall on receipt of Approved

lnstructions, specify for the purpose of complying with any obligations under any

Transaction Document.

24.3 Successors and Assigns

TheCompanyshallnotassignortransferalloranyofitsrightsorobligationsunderthisDeedexceptwiththepriorwrittenconsentoftheTrustee.TheTrusteeshall(subjecttowrittenconsentoftheMa,iorltyDebentureHolders)beentitledtofreelyassignitsrightsunderthisDeedto any Person without the prior consent of the Company'

24.4 SPecificPerformance

The Company agrees that the Debenture Holders and the Trustee shall be entitled to an

injunction, restraining o'otr., r.'ciiio"tto"r.y' suit for specific performance or such other

equitable relief as a court of clmpetent jurisdiction may deem necessary or appropriate to

restrain the Company o"", oiit,. pa'iy f..om committing any violation or enforce the

performance of the covenants' "pi+ttoiiott' warranties and obligations contained in this

Deed. These injunctive ""0't' i"l-*"lative and are in addition to any other rights and

remedies the Debenture H"u";;;l;; i""tt n1t' have at law or in equitv' including without

57

Erstwhile Promoter ll

-E rst* h i I

" Pr'o rot" t I I t Trustee

-Frstwhile

Promoter ICompanY

a."-

limitation a right for damages.

24.5 Waivers

24.5.1. No imolied waiver or imoairment

No delay or omission of the Trustee in exercising any right, power or remedy accruing toit upon any default hereunder shall impair any such right power or remedy or be

construed to be a waiver thereof or any acqulescence in such default, nor shall the action

or inaction of the Trustee in respect of any default or any acquiescence by it in any

default affect or impair any right, power or remedy of the Trustee in respect of any other

defaults nor shall any single or partial exercise of any such right, power or remedypreclude any further exercise thereof or the exercise of any other right, power or

remedy.

24.5.2 Express waiver

A waiver or consent granted by the Trustee, acting on Approved lnstructions, under th is

Deed will be effective only if given in writing (after receiving the Approved lnstructions)

and only in the instance and for the purpose for which it is given.

24.5.3 Limitation on rights of others

Nothing in this Deed, whether express or implied, shall be construed to give any Person

other than the Trustee (acting on behalf of the Debenture Holders) or any Debenture

Holder any legal or equitable right, remedy or claim under or in respect of this Deed.

Except as expressly provided in this Deed, any covenants, conditions or provisions

contained herein or in the Security Documents are and shall be construed to be for the

sole and exclusive benefit of the Debenture Holders and the Trustee'

24.6 Severability

Every provision contained in this Deed shall be severable and distinct from every other provision

of this Deed and if at any time any one or more of such provisions is or becomes invalid illegal or

unenforceableinanyrespectunderanyApplicableLaw,theValidity,legalityandenforceabilityoftheremainingprov|sionshereofshallnotbeinanywayaffectedorimpairedtherebynorthevalidityorenforceabilityinotherJurisdictionsofthatoranyothertermorprovisionshallbelnany waY affected or imPaired'

24.7 CounterParts

The Deed may be executed in any number of counterparts' each of which shall constitute an

originalandallofwhichto8ethershallconstitute'oneandthesameinstrument.Deliveryofanexecuted counterpart of-tlie signature page to this Deed by facsimile shall be as effective as

delivery of a manually executed counterpart of this Deed'

24.8 Debenture Trust Deed to Prevail

ln the event of any repugnancy oriinconsistent' !:l*ttn these presents' the lnformation

Memorandum o|. .n, oii.i rr.nsaction Document or undertaking that the company maY enter

58

-Erstw

h i I e P ro m ote r I I I T!!ltee

-r..t*hil"

Promoter I EBtwhile Promoter llffi- Y \l-r t/

into with or execute in favour of the Trustee, this Deed wiI prevail for aI purposes and to aintents.

lRest of the poge is left btonk intentiono yl

L.2

1.3

SCHEDUI.E 1

TERMS AND CONDITIONS

The Debentures issued and allotted to the Debenture Holders pursuant to the terms of this Deed shallbe subject to the terms and conditions contained herein. The terms and conditions set out in thisSchedule 1 shall, in the case of physical certificates, be endorsed on the reverse of the debenturecertificate representing each of the Debentures and in the case of issue of debentures in dematerializedform these terms shall form an integral part of the Debentures. The terms and conditions set out hereinshall be binding on the Parties to this Deed and shall be deemed to be incorporated into this Deed andshall form an integral part of this Deed.

1.1

STATUS

The Debentures constitute direct, unconditional, unsubordinated and secured obligations of thecompany and shall at all times rcnk pdri possuinter se without any preference or priority of oneover the other or others of them.

The Debentures shall at all times rank above all other present and future obligations of theCompany including, for avoidance of doubt, over the obligations of the Company due to theExisting Lender (save for the priority as may be provided by mandatory provisions of ApplicableLaw).

The Security created or to be created in favour of the Trustee (for the benefit of the SecuredParties) in accordance with the terms of this Deed shall be first ranking Security in favour of theTrustee.

COUPON

The Debentures will carry Coupon shall be paid as per the Business Plan on the date mentionedin the Business Plan (such dates shall be "Coupon Dates"). The Coupon shall be @ 16.5% (sixteenpoint five percent) per annum, calculated on the NCD Subscription Amount outstanding on a

monthly basis (and unpaid Coupon shall be compounded on a monthly basis). However, if theCompany fails to adhere or achieve the Business Plan then, the Coupon shall be revised to 18%

(eighteen percent) per annum from the issuance of the Debentures. The Coupon will be payable

based on the availability of Project Cash FIows, subject to a minimum payment as per table given

below -

2.2 The Company covenants to pay the default interest in addition to the Coupon ("Default

Premium") in the following events:

2.

2.1

Rs. ln Crores.

Debentures31-Mar-

19

30Jun-19

30-Sep-

19

31-Dec-

19

31-Mar-20

30Jun-20 30-Sep-20

Cou po n

Payment50 39 20 18 77 15

Cumulative

Coupon

Payment

50 89 108 726 143 159 156

Erstwhile Promoter lll

2.3

2.2.L if the Company defaults in payment of any due amount, on a Due Date, a default interest

at the rate of 2o/o ltwo percent) per month shall be payable on such defaulted amount

from the date of the default until such time as the due amount is paid and the default is

met. ln the event the default is for a fraction of the month, the default period to be

rounded up for the nearest higher month; and

2.2.2 if the Company defaults in payment of any Redemption Amount, due and payable, on or

after the Final Redemption Date, a default interest at the rate of 2% (two percent) per

month on the Redemption Amountl shall be payable till all the Debenture Payments

have been made; and

2.2.3 in case of occurrence of any Event of Default (other than as specified in Paragraph 2.2.1

above), the Company shall pay a default interest at the rate of 2% (two percent) per

month over and above the Coupon rate on the entire amount outstanding on the

Debentures. such Default Premium shall be computed from the date of the occurrence

of an Event of Default till the date such Event of Default is remedied to the satisfaction

of the Trustee.

The company shall pay interest of 1% (one percent) ("subscription lnterest") on the relevant

NCD Subscription Amount received by it from the Debenture Holders within 1 (one) Business Day

after the atlotment of the relevant tranche of the Debentures.

REDEMPTION

Redemption Date

3.1.1 The company shall not redeem all or any part of the Debentures before the expiry of 18

(eighteen)monthsfromtheDeemedDateofFirstAlIotment(,,RestrictedPeriod,,),

3.T.2TheCompanyshallredeemDebenturesaspertheBusinessPlanandonthedatementioned therein (each such date be "Redemption Date")'

3.1.3 After the expiry of the Restricted Period, the Company has a right to redeem the

Debentures in part or full from the Project Cash Flows before the Redemption Date' by

givinga30(thirty)BusinessDays,priorWrittennoticetotheTrusteebeforesuchearlyredemption and with an Early Redemption Premium'

3.1.4 Without prejudice to Paragraph 3 12 above, the Company shall redeem all the

Debentures on the earlier of the following ("Final Redemption Date"):

the final redemption date mentioned in the Business Plan; or

September 30, 2020.

3.

3.1

(a)

(b)

3.2 Calculation

3.2.7 Coupon, Redemption Premium, Default Premium and all other charges shall accrue on a

day-to-day basis and shall be computed on the basis of a 365 (three hundred and sixty

flve) day year or in case of a leap year a 356 (three hundred and sixty six) day year and

the actual number of days elapsed on the principal outstanding on the Debentures at

Erstwhile Promoter I Erstwhile Promoter ll Erstwhile Promoter lll TrusteeCompanY o

.r-s.$ (

3.3

3.4

the rate of return specified.

3.2.2 Redemption payments shall be made by the Company for a minimum of Rs. 10,000 (Ten

Thousand only) or in multiples thereof ("Minimum Redemption Amount").

3.2.3 For the purposes of this Paragraph 3.2, the term "Prolect Cash Flows" means the

availability of such amount of Receivables in the Escrow Accounts so as to enable the

Company to make payment of Minimum Redemption Amount and Coupon thereon as

per the Business Plan.

3.2.4 Any payments to be made to the Debenture Holders, including payment of Early

Redemption Premium, Redemption Amount, Coupon Default Premium and payment

upon redemption shall be made by the Company using the services of real time gross

settlement (RTGS) into the Debenture Holders Account(s).

3.2.5 All the payments by the company shall be made net of all applicable Taxes including any

statutory payments, distribution Taxes, whether payable in the hands of the Debenture

Holders or the company, excluding income Tax which shall be deducted as per the

Applicable Law and the Debenture Holder shall be provided with the relevant certificates

in this respect accordinglY.

3.2.6 payment of the principal, all Redemption Amount, coupon, Default Premium and other

monies will be made to the sole holder of any Debenture and in case of joint holders to

the one whose name stands first in Register of Debenture Holders or as notified by the

Registrar and Transfer Agent.

Application of Distributions

The Debenture Payments, as set out under Paragraph 3.3 above, shall be applied in the following

manner and order of priority as set out in Clause 2.8.1 lTerms of Debenturesl of this Deed and in

the Escrow Accounts Agreement.

Mandatory Redemption

The Company shall mandatorily redeem all the outstanding Debentures upon receiving a notice

from the Trustee seeking redemption due to the occurrence of any of the following events

(each a "Mandatory Redemption Event"):

3.4.1 if any ofthe Tranche 1 Debentures orTranche 2 Debentures (as the case may be) are not

listed on the stock Exchange, wholesale Debt Market segment, within a period of 30

(thirty)daysfromtherelevantDeemedDateofA||otment,amandatoryredemptionevent shall be deemed to have occurred, and the company shall immediately redeem

the relevant tranche of Debentures by repaying the relevant Redemption Amount alonS

with the Subscription lnterest payable by the Company thereon, and accordingly' the

Trustee shall be entitled to issue a notice to the Escrow Agent requiring the payment of

such amounts from the Escrow Accounts (or any other account in which any part of the

NcDsubscriptionAmountisheld)totheDebentureHolderstowardstheredemptionofthe relevant tranche of Delentures in full; or

3.4.2 Occurrence of an Event of Default, in which case the company will be liable to pay the

Erstwhile Promoter llCompany Erstwhile Promoter I Erstwhile Promoter lll Trustee

r rrt\A-' t' J' Y {)

3.5

4.

Redemption Amount as applica ble.

Any Debentures redeemed pursuant to this Paragraph 3 (Redemptionl shall not be reissued bythe Company.

SECURIW

The redemption of the principalamount ofthe Debentures, payment of all Redemption Amount,Coupon, Early Redemption Premium, Default Premium, remuneration of the Trustee, all fees,costs, charges, expenses and other monies payable by the Company in respect thereof shall besecured by the Security created or to be created under or pursuant to Clause 8 (Security) of theDeed and the Security Documents. The aforesaid Security shall be created in favour of theTrustee for the benefit of the Debenture Holders.

TRANSFER OF DEBENTURES

Transfer of Debentures in dematerialised form would be in accordance with theru les/p roced u res as prescribed by the Depository and the relevant rules and regulations of SE Bl.

The Debentures shall be freely transferable at all times, to any Person, without prior writtenconsent of any Person. Any transfer by the Debentures Holders to any third party shall entitlesuch party to retain the same rights and responsibilities attached with the Debentures as thoseafforded to the transferor.

VARIATION OF DEBENTURE HOTDERS' RIGHTS

The rights, privileges, terms and conditions attached to the Debentures may be varied, modifiedor abrogated upon Approved lnstructions.

BUYBACK

The Company shall not be entitled to buy back the Debentures.

TAX

The provisions of Clause 17 (Iox) of this Deed shall apply in relation to payments to DebentureHolders.

9. GOVERNING LAW

The Debentures shall be governed and construed in accordance with the laws of lndia.

ENFORCEMENT

Clause 22 (Enforcementl of the Deed shall apply mutatis mutandis to the Debentures.

RECORD DATE

Any payments in respect of the Debentures shall be made to the Debenture Holders whose

names are recorded in the register of Debenture Holders of the Company as of the record date,

5.

5.1

5.2

6.

7.

8.

10.

Erstwhile Promoter lll

11.

which shall be a date that is 5 (five) Business Days prior to the proposed date of payment by wayof RTGS/ wire transfer.

2.

3.

SCHEDULE 2

PROVISIONS FOR MEETINGS OF DEBENTURE HOTDERS

The following provisions shall apply to a Meeting of the Debenture Holders:

1. Meeting of the Debenture Horders may be convened at any time by the Trustee or the com pany,and shall by convened by the Trustee upon receipt of written request of Debenture Hordersrepresenting not less than %th in value of the nominai amount of the Debentures for the timebeing outstand ing.

A Meeting of the Debenture Holders shall be held at such place in the city where the registeredoffice ofthe Company is situated or at such other place as the Trustee shall determine. A Meetingof the Debenture Holders may be called by giving not less than 21 (twenty one) days, notice inwriting.

A meeting may be called after giving shorter notice than that specified in paragraph 2 or ameeting may be held by way of passing written resorutions by circulation, if consent is accordedthereto by the Majority Debenture Holders.

Every notice of a meeting shall specify the place and day and hour of the meeting and shallcontain a statement of the business to be transacted thereat.

Notice of every meeting shall be given to:

every Debenture Holder in the manner provided in the Deed;

the Persons entitled to a Debenture in consequence of the death or insolvency of aDebenture Holder, addressed to them by name or by the title of 'representatives of thedeceased', or 'assignees of the insolvent' or by any like description at the address, if any,in lndia supplied for the purpose by the persons claiming to be so entitled or until suchan address has been so supplied, by giving the notice in any manner in which it mighthave been given if the death or insolvency had not occurred;

the Trustee when the meetlng is convened by the Company and to the Company whenthe meeting is convened by the Trustee.

7.

6. The accidental omission to give notice to or the non-receipt of notice by, any Debenture Holderor other Person to whom it should be given shall not invalidate the proceedings at the meeting.

There shall be annexed to the notice of the meeting an explanatory statement setting out allmaterial facts concerning each such item of business, including in particular the nature of theconcern or interest, if any, therern of every director and the manager, if any, of the company.

where any item of business consists of according of approvalto any document by the meeting,the time and place where the document can be inspected shall be specified in the statementaforesaid.

9. 2 (two) Debenture Holders or where there are less than 2 (two) Debenture Holders, all suchDebenture Holders, personally present shall be the quorum for the Meeting of the Debenture

4.

5.

(a)

(b)

(c)

8.

Erstwhile Promoter lll

10.

Holders and provisions of folowing sub-crause sha I appry with respect thereto. rf there is a singreDebenture Holder, it shall constitute a valid quorum.

lf, within half an hour from the time appointed for hording a Meeting of the Debenture Horders,a quorum is not present, the meeting, if caled upon the requisition of the Debenture Hordersshall stand dissolved but in any other case the meeting shal stand adjourned to the same day inthe next week, at the same time and prace, or to such other day and at such other time and praceas the Trustee may determine and if at the adjourned meeting arso a quorum is not presentwithin half an hour from the time appointed for the hording of the meeting, the DebentureHolders present shall be a quorum.

The nominee of the Trustee shall be the chairman of the meeting and in his absence theDebenture Holders personally present at the meeting shall elect one of themselves to be thechairman thereof on a show of hands (,,Chairman,,).

lf a poll is demanded on the election of the chairman, it shall be taken forthwith in accordancewith the provisions ofthe Act, the chairman elected on a show of hands exercislng allthe powersof the Chairman under the said provisions.

lf some other Person is elected Chairman as a result of the poll, he shall be chairman for the restof the meeting.

The Trustee and the directors of the company and their respective solicitors may attend anymeeting but shall not be entitled as such to vote thereat.

At any meeting, a resolution put to the vote of the meeting shall be decided on a show of handsunless a poll is demanded in the manner hereinafter mentioned, and unless a poll is sodemanded, a declaration by the chairman that on a show of hands the resolution has or has notbeen carried either unanimously or by a particular majority and an entry to that effect in thebooks containing the minutes of the proceedings of the meeting, shall be conclusive evidence ofthe fact, without proof of the num ber or proportion of the votes cast in favour of or against suchresolution.

Before or on the declaration of the result on voting on any resolution on a show of hands, a pollmay be ordered to be taken by the chairman of the meeting of his own motion, and shall beordered to be taken by him on a dema nd made in that behalf by Debenture Holders representingnot less than one-fourth of the nominal amount of the Debentures for the time beingoutstanding, present ln Person or by proxy.

The demand of a poll may be withdrawn at any time by the person or persons who made thedemand.

A poll demanded on a question of adjournment shall be taken forthwith.

A poll demanded on any other question (not being a question relating to the election of a

Chairman) shall be taken at such time not being later than 48 (forty-eight) hours from the timewhen the demand was made, as the Chairman may direct.

At every such meeting each Debenture Holder shall, on a show of hands, be entitled to 1 (one)vote only, but on a poll, he shall be entitled to 1 (one) vote in respect of every Debenture of

11.

72.

13.

14.

15.

15.

t7.

18.

19.

20.

2L.

22.

23.

24.

25.

26.

27.

(a)

(b)

which he is a holder in respect of which he is entitled to vote.

Any Debenture Holder entitled to attend and vote at the meeting shall be entitled to appointanother Person (whether a Debenture Holder or not) as his proxy to attend and vote instead ofhimself.

ln every notice calling the meeting there shall appear with reasonable prominence a statementthat a Debenture Holder entitled to attend and vote is entitled to appoint 1(one) or moreproxies, to attend and vote instead of himself, and that a proxy need not be a Debenture Holder.

The instrument appointing a proxy and the power of attorney (if any) u nder which it is signed ora notarised certified copy of the power of attorney, shall be deposited at the registered office ofthe Company not less than 48 (forty-eight) hours before the time for holding the meeting oradjourned meeting at which the Person named in the instrument proposes to vote, or in case ofa poll, not less than 24 (twenty{our) hours before the time appointed for the taking of the poll

and in default, the instrument of proxy shall not be treated as valid.

The instrument appointing a proxy shall:

be in writing; and

be signed by the Person appointing or his attorney duly authorized in writing, or if the

appointer is a body corporate, be under its sealor be signed by an officer or an attorneyduly authorized by it.

Every Debenture Holder entitled to vote at a Meeting of the Debenture Holders of the Company

on any resolution to be moved thereau shall be entitled during the period beginning 24 (twenty)

four hours before the time fixed for the commencement of the meeting and ending with the

conclusion of the meeting to inspect the proxies lodged, at any time during the business hours

of the Company, provided not less than 3 (three) days' notice in writing of the intention so toinspect is given to the Company.

A vote given in accordance with the terms of an instrument of proxy shall be valid

notwithstanding the previous death or insanity of the principal or the revocation of the proxy or

of the authority under which the proxy was executed or the transfer of the Debenture in respect

of which the proxy is given, provided that no intimation in writing of such death, insanity,

revocation or transfer shall have been received by the Company at the Registered Office before

the commencement of the meeting or adjourned meeting at which the proxy is used.

On a poll taken at any Meeting of the Debenture Holders, a Debenture Holder entitled to more

than 1 (one) vote or his proxy or other Person entitled to vote for him, as the case may be, need

not if he votes, use all his votes or cast in the same way allthe votes he uses.

When a poll is to be taken, the Chairman of the meeting shall appoint two scrutinisers to

scrutinise the votes given on the poll and to report thereon to him.

The Chairman shall have power, at any time before the result of the poil is declared, to remove

scrutinisers from office and to fill vacancies in the office of scrutinisers arlsing from such removal

or from any other cause.

28.

29.

30. Of the 2 (two) scrutinisers appointed under this Paragraph, one shall always be a DebentureHolder (not being an officer or employee of the Company) present at the meeting, provided such

a Debenture Holder is available and willing to be appointed.

Subject to the provisions of the Act, the Chairman of the meeting shall have power to regulate

the manner in which a poll shall be taken.

The result of the poll shall be deemed to be the decision of the meeting on the resolution on

which the poll was taken.

ln the case of joint Debenture Holders, the vote of the senior who tenders a vote whether in

Person or by proxy sha ll be accepted to the exclusion of the other loint holder or holders

The Chairman of a Meeting of the Debenture Holders may, with the consent of the meeting,

adjourn the same from time to time and from place to place, but no business shallbe transacted

at any adjourned meeting other than the business left unfinished at the meeting from which the

adjournment took place.

ln the case of equality of votes, whether on a show of hands, or on a poll, the Chairman of the

meeting at which the show of hands takes place or at which the poll is demanded, shall be

entitled to a second or casting vote in addition to the vote or votes to which he may be entitled

to as a Debenture Holder.

The demand of a poll shall not prevent the continuance of a meeting for the transaction of any

business other than the question on which a poll has been demanded.

The chairman of any meeting shall be the sole iudge of the validity of every vote tendered at

such meeting. The chairman present at the taking of a poll shall be the sole judge of the validity

of every vote tendered at such Poll.

A Meeting of the Debenture Holders shall, intet otio, have the following powers exercisable in

the manner hereinafter specified in Paragraphs 39 to 42 hereof, which include:

31.

32.

33.

34.

35.

35.

37.

38.

(a)

(b)

(c)

(d)

Power to sanction re-conveyance and release, substitution or exchange of all or any

part of the secured Assets from all or any part of the principal monies and interest

owing u pon the Debentures.

Power to sanction any compromise or arrangement proposed to be made between the

Company and the Debenture Holders'

power to sanction any modification, alteration or abrogation of any of the rights of the

Debenture Holders against the Company or other assets and properties whether such

right shall arise under the Deed or Debentures or otherwise'

Power to assent to any scheme for reconstruction or amalgamation of or by the

Company whether by sale or transfer of assets under any power in the Company's

Articles or otherwlse under the Act or provisions of any Applicable Law'

Power to assent to any modification of the provisions contained in the Deed and to

authorize the Trustee to concur in and execute any supplemental deed embodying any(e)

Erstwhile Promoter I Erstwhile Promoter ll Erstwhile Promoter lll Trustee

ffi--

(- ( C

(f)

(c)

such modification.

Power to remove the existing Trustee and to appoint new Trustee in respect of theTrust Property.

Power to give any direction, sanction, request or approval, which under any provision

of the Deed is required to be given by a Majority Resolution.

The powers set out in sub paragraphs (b) and (g) of Paragraph 38 of this Schedule 2 shall be

exercisable by a resolution passed at a Meeting of the Debenture Holders duly convened and

held in accordance with provisions herein contained and carried by a majority consisting of such

num ber of Debenture Holders which shall represent more tha n 50% (fifty percent) of the nom inal

value of Debentures then outstanding, or if a poll is demanded by a majority representing more

than 50% (fifty percent) of the nominal value of Debentures, then outstanding on such poll

("Majority Resolution").

The powers set out in sub paragraph (a), (d), (c) and I of Paragraph 38 of this Schedule 2 shall be

exercisable by way of Approved lnstructions.

The power to remove the Trustee and appoint a new Trustee under Paragraph 38 (f) of this

Schedule 2, will need the consent of such number of Debenture Holders which shall represent at

least 75% (seventy five percent) of the nominal value of Debentures then outstanding.

A resolution, passed at a Meeting of the Debenture Holder duly convened a nd held in accordance

with these presents shall, be binding upon all the Debenture Holders whether present or not, at

such meeting and each of the Debenture Holders shall be bound to give effect thereto

accordingly, and the passing of any such resolutions shall be conclusive evidence that the

circumstances justify the passing thereof, the intentions beinB that it shall rest with the meeting

to determine without appeal whether or not the circumstances iustify the passing of such

resolution.

Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and

duly entered into books from time to time provided for the purpose by the Trustee at the

expenses of the Company and any such minutes as aforesaid, if purported to be signed by the

Chairman of the meeting at which such Resolutions were passed or proceedings held or by the

chairman of the adjourned meeting shall be conclusive evidence of the matters therein

contained and until the contrary is proved every such meeting in-respect of the proceedings of

whichminuteshavebeenmadeshallbedeemedtohavebeendulyheldandconvenedandallresolutions passed thereat or proceedings taken, to have been duly passed and taken'

Notwithstanding anything herein contained, it shall be competent for all the Debenture Holders

to exercise the rights, powers and authorities of the Debenture Holders under this Deed by a

letterorletterssignedbyoronbehalfoftheholderorholdersoftheapplicablenominalvalueof Debentures then outstanding without convening a Meeting of the Debenture Holders as if

such letter or letters.onrtit,'"j t resolution or a Majority Resolution passed at a meeting duly

convened and held as aforesalO and stratt have effect accordingly' except the powers exercisable

by the Debenture Hotders unOer sub paragraph 38 (f) of this Schedule 2' which shall require the

consent of such number ot oebentuie HJlders who shall represent at least 75% (seventy five

p.ri""O "f

,f',. nominal value of the Debentures' then outstanding'

39.

40.

4L,

42.

Erstwhile Promoter lll TrusteeErstwhile Promoter I Erstwhile Promoter ll

Compq!I_ v ,r-.tr*$\

t'

lRest ol the poge is left blonk intentionollyl

10

Erstwhile Promoter ll Erstwhtle Promoter lll Trustee--Com p! nJ Erstwhile Promoter I

Y \- rx.l*rtciY'

1

1.1

SCHEDUTE 3

COVENANTS ANO UNDERTAKINGS

INFORMATION UNDERTAKINGS

Provision of lnformation, Documents and Certifications by the Company

The Company shall supply to the Trustee (and sufficient copies for all Debenture Holders if theTrustee so requests) or inform the Trustee, as the case may be, to the Trustee's satisfaction:

(a) certified true copies of its audited balance sheet and the profit and loss statement forevery Financial Year by no later than 3 (three) months from the end of such Financial

Year;

certified true coples of its half-yearly balance sheet and the profit and loss statement forevery half-year by no later than 50 (sixty) days from the end of the last day of either June

30th or December 31st (as the case may be);

certified true copies of its quarterly balance sheet and the profit and loss statement forevery Financial Quarter by no later than 30 (thirty) days from the end of such Financial

Quarter;

monthly MIS reports, providing detailed information on the Project;

within 7 (seven) days from the end of the month, the relevant End Use Certificate;

an end use certificate in a form and manner acceptable to the Trustee on a periodic basis

in accordance with the securities and Exchange Board of lndia (Debenture Trustee)

Regulations, 1993;

all documents filed with any Governmental Authority in connection with the Transaction

DocumenU

prom ptly of any change in management or com position of the board of directors of any

Obligor, which may amount to a change in Control;

attheendofeachFinanclalYearafterthedateofissueoftheDebentures,anannualcredit rating in respect of the Debentures;

cash-flow statements report to the Trustee, certified by the Cash Monitoring Agency'

within 30 (thirty) days from the end of each calendar quarter;

quarterly report to the Trustee containing the list of names and address of all Debenture

Holders and the number and nature of grievances received from the Debenture Holders

and resolved bY the ComPanY;

any information which may alfect the Company in any respect; and

any other information as the Trustee (by itserf or acting on Approved rnstructions) may

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(i)

(k)

(t)

(m)7l

Erstwhile Promoter ll E..rwhilp Promoter lll Trustee

c!rn!f,lu_ E'.ru,hilF Promoter I I---T- l/:rw

7.2

reasonably request from time to time

Provision of further lnformation

The Company shall, supply to the Trustee (with sufficient copies for all Debenture Holders if theTrustee so requests) or inform or notify the Trustee, as the case may be, to the Trustee'ssatisfaction:

all documents dispatched by it to its shareholders (or any class of them) or its creditorsgenerally at the same time as they are dispatched;

promptly, the details of any proceedings, which are current, threatened or pending,

which affect or may affect the Trust Property

promptly, such further information regarding its financial condition, business and

operations as the Trustee may reasonably request

promptly, notice of any change in the authorised signatories of any Obligor, signed by

any director or company secretary of such Obligor, whose specimen signature has

prevlously been provided to the Trustee, accompanied (where relevant) by a specimen

signature of each new signatory

(e) promptly of any loss or damage, which it may suffer due to force majeure circumstances

or act of God against which it may not have insured its properties

(f) promptly provide information about any material dispute between it and any

Governmental AuthoritY

promptly deliver to the Trustee, copies of all notices of default, termination, or claims

or demands made against it or by it under any agreement, arrangement or contract to

which it is a party and notify the Trustee about any action or event pertaining to or

having the effect of revocation, repudiation, denial or cancellation of any authorisation

materialfor the conduct of the buslness by it;

whenever required by the Trustee, full particulars of the Trust Property or any part

thereof and shall furnish and verify all statements, reports, returns, certificates and

information from time to time and as required by the Trustee and furnish and execute

all necessary documents to give effect to and perfect the Security created hereunder;

promptly provide any information and documents that may be reasonably required by

thaTrrrt"afromtimetotime,tocomplywithinternalpoliciesoftheTrusteeoranyrequirements imposed by NCLT, SEBI or any Debenture Holder or any other

GovernmentalAuthorityorasmayberequiredunderApplicableLawandallinformationand documents furnished by the Company and any other Obligor to the Trustee

pursuant to this Deed or any other Transaction Documents shall be true and correct in

all respects;

the service of a demand notice or invoice demandinB payment by an operational

creditor (as defined in the lnsolvency and Bankruptcy Code) on the Company under

Section 8 of the lnsolvency and Bankruptcy Code which is:

(a)

(b)

(c)

(d)

(g)

(h)

(i)

(i)

Coqpa-!y Erstwhile Promoter IE..h,hile Pr.matPr ll Erstwhile Promoter lll Trustee

r/- rD.ltr\SL ----T__ +-

not settled fully;in respect of which the Company has not demonstrated the existence a pre-

existing dispute in accordance with the provisions of the lnsolvency andBankruptcy Code; orthe Company provides a confirmation that the same is being disputed in good

faith, within 10 (ten) days of receipt of such notice.

(k) the admission of any application by the NCLT to initiate corporate insolvency resolutionprocess against the Company; or

(l) the passing of a resolution by the members of the Company to initiate a voluntaryliquidation process in relation to the Company under the lnsolvency and BankruptcyCode.

Notification of default

1.3.1 The Company shall notify the Trustee of any Event of Default or Potential Event of Default

(and the steps, if any, being taken to remedy it) promptly upon becoming aware of itsoccu rrence.

f3.2 Promptly upon a request by the Trustee, the Company shall supply to the Trustee a

certificate signed by 2 (two) of its directors on its behalf certifying that no Event of

Default is continuing (or if an Event of Default is continuing, specifying the Event of

Default and the steps, if any, being taken to remedy it).

1.3.3 ln the event there is a Potential Event of Default, the Company shall be bound to act in

accordance with the directions of the Trustee in order to avoid or mitigate the Potential

Event of Default. However, if such mitigation is unsuccessful, and the Event of Default

does occur, then the provisions of Clause 72.2 (Consequences ol Defoultl of this Deed in

respect of the consequences of an Event of Default shall apply

Maintenance and inspection of books and records

L.4.1 The Company shall keep proper books of account as required by the Act or any other

Applicable Law, as the case may be, and therein make true and proper entries of all

dealings and transactions of and in relation to its Business and keep the said books of

account and all other books, registers and other documents relating to its affairs at its

registeredofficeor,wherepermittedbyApplicableLaw,atotherplaceorp|aceswherethe books of account and documents of a similar nature may be kept. The company shall

ensure that all books of accounts and all other books, registers and other documents

relatingtoitsBusinessshallatallreasonabletimesbeopenforinspectionoftheTrusteeandsuchPersonorPersonsastheTrusteeshall,fromtimetotime'inwritingforthatpurPose, aPPoint.

7.4.2 Upon the request of the Trustee, the Company shall and procure that each Obligor shall

provide the Trustee, any Debenture Holders and any of their respective representatives'

professional advisers and contractors with access to and permit inspection by them of

theassets,premises,booksandrecordsofsuchobligoratreasonabletimesanduponreasonable notice. All expenses incurred by the Trustee and Debenture Holders in this

(i)

(ii)

(iii)

1.3

L,4

Erstwhile Promoter lll

2.1

regard will be reimbursed by the Company.

GENERAL UNDERTAKINGS

Authorisations

The Company shall, and procure that each Obligor shall, promptly obtain, renew, maintain or

comply in all respects with (and supply certified copies to the Trustee of) any authorisations

required for the execution, delivery, performance, legal validity, admissibility and enforcement

of the Transaction Docu ments.

Merger

The Company shall not enter into any amalgamation, demerger, merger or corporate

reconstruction.

Business

2.3.L The Company shall, carry out and conduct its business with due diligence and efficiency

and in accordance with sound engineering, technical, managerial and financial standards

and business practices with qualified and experienced management and personnel and

as per the Business Plan.

2.3.2 The Company shall dlligently preserve and maintain its corporate existence and status

and all consents now held or any rights, licences, privileges, clearances (statutory or non-

statutory) or concessions hereafter acquired by it in the conduct of its business and/ or

for carrying out its business and/or for the proposed funding by the Debenture Holder

and/or the creation and perfection of the security and that it will comply with each and

everytermofthesaidconsents,rights,licences,privileges,clearances(statutoryornon-statutory)andconcessionsandcomplywithallacts,rules'regulations'ordersanddirectionsofanylegislative,executive,administrativeorjudicialbodyapplicabletotheTrust ProPertY or anY Part thereof.

2.3.3TheCompanyundertakestomaintainandkeepinproperorder'repairandingoodcondition the Trust ProPerty.

2.3.4TheCompanyshall,andshallensurethateachobligorshall,takeallpossiblestepsthatit is obliged to under law to ensure that no action by it results in any Governmental

Authority to condemn, nationalise, seize, or otherwise expropriate all or any part of its

property or other assets or take any action that would prevent it or its officers from

carrying on any materlal part of its business or operations'

Business Plan

The Company shall carry out its business and the Project as per the Business Plan and any

deviatlon from the Business Plan should approved by the Trustee'

Priority Charge

The Company shall ensure that the Existing

74

Lender agrees to and enters into suitable

2.7

2.3

2.4

Erstwhile Promoter lll

2.s

2.6

2.7

documentation with the Debenture Holder to ensure that the Debenture Holder's right topriority charge and recovery of interest and principal shall not be affected by the Existing Lender

in any subsequent winding up, liquidation or insolvency proceedings in respect of the Company'

RiBht to transfer Debentures

The Company and the New Promoter shall ensure that in the event the Debenture Holders elect

to exercise their right to sell, assign, transfer or otherwise dispose of all or any part of the

Debentures, they shall provide all assistance in the said process.

2.8

lnspection

The company and the New Promoter shall ensure that the Trustee has a right to conduct a review

of the Project, the operation and performance of the company, inspect the Project site or its

books of accounts, through any of its officials, representatives, agents or authorised third pa rties.

The Trustee shall exercise such right by giving 7 (seven) Business Days' prior notice to the

company in case of routine inspection and with 1 (one) Business Day',s prior notice to the

company if the inspection is being carried out by the Trustee to investigate or verify any issue

being raised by the Monitoring Agency or the Cash Monitoring Agency'

The Company shall extend all necessary support required for such inspection and any costs or

expenses in relation to such inspection shall be borne by the Company'

lnsurance

z.g.L The company shall maintain insurances on and in relation to its business, the Project,

thesecuredAssetsandsuchotherofitspropertiesasareofinsurablenatureagainstfire, theft, lightning, explosion, earthquake, riot, strike, civil commotion' storm' tempest'

flood, marine risks, erection risks, war risks and such other risks as per best market

practicesorasmaybespecifiedbytheTrustee,withreputableunderwritersorinsurancecompanies,acceptabletoandtothesatisfactionoftheTrustee(actingonApprovedlnstructions), against those risks, and shall duly pay all premium and other sums payable

for that PU rPose.

2.8.2 The Company shall ensure that the first loss payee under such insurance policies in

relation to the secured Assets and the contract covering the risks detailed in Paragraph

2.8.labove,istheTrustee(actingforthebenefitoftheSecuredParties)and/orassignthe said policies to the Debenture Holders The Company shall provide the Trustee wlth

documentaryeVidenceofthesametothesatisfactionoftheTrusteeinthisregardwithin7 (seven) days of obtaining the insurance policies'

2.8.3 The Company shall not amend any insurance policy without the prior written consent of

the Trustee.

Taxes

2.g.1 The company shall, and shall ensure that each obligor shall, pay and discharge all Taxes'

rates, rents and governmental charges upon the Company, any other obligor or their

assets before penalties become atiached thereto and shall prevent any part of the

Erstwhile Promoter ll ...r..,ri1- or^m^tpr lll Trustee

com!!IY_ Erstwhile Promoter I D-Jf. r..GI' Y

2.9

Secured Assets from becoming charged with the payment of any such amounts payable

by the Company or any other Obligor and shall punctually discharge all claims and pay

all amounts as stated above which are lawfully payable by Company or any other obligorand affect the Security created under the Security Documents.

2.9.2 The Company shall make all filings required under Applicable Law, including for creationand perfection of any Security lnterest.

2.L0 Compliance with the terms of the Transaction Documents

So long as the Debenture Holders continue to hold the Debentures, the Company agrees and

undertakes to comply, and shall procure that each Obligor shall comply, with all the provisions ofthe lnformation Memorandum and the other Transaction Documents.

2.Ll Accounts

The Company shall only maintain bank accounts only as per the Escrow Accounts Agreement and

this Deed.

2.72 Non Disposal

2.L2.L The Company shall, not cause, make, suffer, permit or consent to any sale, assignment,

hypothecation or transfer of its share capital or any direct or indirect economic interest

in its sha re capital.

2.t3

2.72.2 The Company, New Promoter and the obligors covenant and undertake that they shall

not sell, dispose, encumber or transfer the securities held by them in the Company in

any manner, whether or not such securities are being pledged to the Trustee.

2.12.3 The Company agrees that, it shall not record any transfer of its securities in breach of

such non-disposal u nderta king.

Change of Control

There shall be no change of control of the company or change in the legal or beneficial

ownership of the company, whether directly or indirectly, except with a prior written consent of

the Trustee.

2.74 Dividend

The Company and the Promoters undertake

the Trustee before declaring any dividend,

cash, securities, property or other assets) on

2.15 Affirmative Vote

The Company undertakes that, at all times,

Board, shall have an affirmative vote on the

be referred to the Board for its approval'

that they shall obtain the prior written consent of

interest coupon or other distributions (whether in

any Securities in respect of the Company.

the Trustee, through the

Affirmative Voting ltems,

Trustee Directors on the

which shall comPulsorilY

Erstwhile Promoter lll

2.L6 Change of name

The Company undertakes that it shall not change the name of the Company name, its registeredoffice or its place of business.

2.L7 Related party transaction

The Company shall, not enter into any related party transaction without the consent of theTrustee, which consent shall not be unreasonably withheld by the Trustee if the related partytransaction in question is less than INR 1,00,00,000 (Rupees One Crore only) per year and whichis at a rm's length.

2.78 Loa n

The Company undertakes that it shall not make any payment towards any loan (securedunsecured) except with the prior approval of the Trustee.

2.L9 Financialassistance

2.19.1 The Company undertakes that it shall not take additional financial assistance or give anyguarantee or contract any financial obligations from any Person, organisation, financialinstitution or bank.

2.19.2 The Company undertakes, that it shall not make any investment, lend or advance funds

or any other kind of finance, subscribe to debentures or deposit monies with any of itsAffiliate, associate or group companies nor advance funds to employees and directors,

save and except which are required to be made under the Applicable Laws.

2.20 Winding up

2.2L

2.22

The Company and the New Promoter shall not pass any resolution for winding up or make any

application for winding up or accept or concur with any winding up application filed by any third

Person or a shareholder of the Company against the Company.

Costs

The Company undertakes that all legal and incidental expenses including valuation, legal search,

searches with the Registrar of companies, payment of stamp duty and out-of-pocket expenses,

present and future, in connection with the transactlon and/ or in respect of the Transaction

Documents, will be borne by the Company.

Waiver

The Erstwhile Promoters and the company hereby agree that none ofthem shalltake any actions

in exercise of their rights under the Existing shareholders Agreement which a re preiudicial to the

transactions contemplated under the Transaction Documents. The Erstwhile Promoter lll hereby

agrees and acknowledges that the creation / enforcement of the pledge to be created over its

shareholding in the company in terms of the Transaction Documents and any subsequent

transferoftheequitysharesoftheCompanyuponenforcementofthesaidp|edgeshallnotattract or be restricted by the transfer restrictions contemplated under the Existing shareholder

Erstwhile Promoter lll

Agreements and no further consent u nder the Existing Shareholders Agreement will be requiredfor this purpose.

2.23 Retention of existing Employees

The Company shall increase or decrease the number of employees as per the operationalperformance and growth of the Company and the Business Plan.

2.24 Precedence over the Existing Shareholders Agreement

The Erstwhile Promoters and the Company hereby agree that the Resolution Plan and thereinstated Memorandum and Articles of Association of the Borrower shall prevail over Existing

Shareholders Agreement.

2.25 Undertaking from the lessor

2.26

The Company shall obtain undertaking from each lessor of the Project Units that, the lease

agreement relation to the Project Unit shall be terminated only for non-payment of lease rentalsin terms of the relevant lease agreement.

New Promoter Covenants

2.26.1 The New Promoter shall enter into an agreement with the Company which, inter olio,

shall provide appointment of the New Promoter as the "designation manager" and also

execution ofthe Project by it ("Project Execution Agreement" ) within 45 (forty five) days

of this Deed. The Project Execution Agreement shall be entered on an arm-length basis.

The New Promoter shall provide for adequate support for the timely execution of the

Project.

2.26.2 the New Promoter shall infuse equity in the Company as per the Resolution Plan The

New Promoter shall pledge the shares held by it in the Company in favour of the Trustee

for secu ring Debenture Payments.

2.25.3 The Company and the New Promoter shall enter into a RCC Works Contract with Quality

Heightcon Private Limited ("RCC Works Contract") within 45 days of this Deed.

2.27 Project Schedule

The company shall ensure that the Project achieves completion as per the milestones mentioned

in the Business PIan.

2.28 Shortfall

The company shall ensure that the Project achieves completion within the estimated Project costs

mentioned in the Resolution Plan. These costs shall be met by the NCD Subscription Amounts and

the equity infusion by the New Promoter. ln the event of any funding shortfall or cost overrun in

respect of the Project completion or shortfall in payment to be made to the Debenture Holders as

per the Business Plan, the Company may raise additional funds though issue of equity shares to

the Ne* Promoters / or third partY withln 30 (thirty) days of such shortfall or cost overrun such

CorIQany Erstwhile Promoter I Fr(twhilp Promoter ll Erstwhile Promoter lll Tr]l5tee

ru...\$t)).' Y f'

equity shall be raised after obtaining approval of the Trustee and such equity shares shall be

pledged in favour of the Trustee.

2.29 RERA

The Company agrees and undertakes that neither the Trustee nor the Debenture Holders shall at

any point in time be deemed to be 'promoter' as defined under the RERA.

2.30 lnsolvency

2.30.1 The Company shall:

(a) submit to such information utility (as defined in the lnsolvency and Bankruptcy Code)

as the Trustee (acting on the instructions of the Majority Debenture Holders) may

specify, allfinanclal information (as defined in the lnsolvency and Bankruptcy Code)

relating to it and lts Financial lndebtedness including any financial information

relating to the Debentures and information relating to assets in relation to wh ich any

security interest has been created, in such form and manner as may be specified by

regulations issued under the lnsolvency and Bankruptcy Code; and

(b) update or modify or rectify errors in the financial information submitted pursuantto

sub-paragraph(a)above,immediatelyonbecomingawareofsucherrors,orifrequired to do so bY the Trustee

2.30.2Withoutprejudicetotheforegoing,thecompanyherebyirrevocablyauthorizestheTrustee to make such submission, filings or perform such actions as are specified in this

Paragraph on behalf of the Company and as its duly constituted agent'

3 NEGATIVE COVENANTS

3.1 No Security

TheCompanyshaIlnotcreateanysecuritylnterestonitsassets,otherthananyPermittedSecuritY lnterest.

3.2 No Financial lndebtedness

TheCompanyshallnotincuranyFinanciallndebtednessotherthanthePermittedlndebtedness,and shall ensure that there is no contingent liability incurred by the Company, without prior

written consent of the Trustee'

Further,theCompanyshallnotissueorsubscribetoanydebentures,shares,raiseanyloans,depositsfromthepublic,orissueequityorpreferencecapital'changeitscapitalstructureorcreate any charge on its assets (including its cash flow) or give any guarantees' except as maY be

permitted in the Transaction Documents'

3.3 Restricted payments and allotments

Fr(iwhilp Promoter ll Erstwhile Promoter lll TJ{ steeCom p-a nY Erstwhile Promoter I

L-- i- a..Sc \'

The ComPanY shall not:

79

3.3.1 issue, allot, repurchase, redeem, alter, reorganize or retire any securities, or options in

respect of any securities and any rights attached to any such securities or otherwisepermit any change in its capital structure, any changes in class rights for the securities,

or modify or adopt any equity option and plan, other than as per the prior consent ofthe Trustee; or

3.3.2 make any payment to its shareholder or Erstwhile Promoter lin relation to, or in

connection with, the issuance of relevant guarantees,

till the time the Debentures are redeemed, unless prior consent of the Trustee is obtained.

3.4 Other Negative Covenants

Without the prior written approval of the Trustee, the Company shall not:

3.4.1 sell or otherwise dispose of any part of its assets (or any interest therein) or enter into

any contract or commitment (or any analogous arrangement) to do so, either then or in

future, except as otherwise permitted under the Transaction Documents;

3.4.2 sell or dispose of, or provide any consent for the sale or disposal of, any Secured Assets

or any part thereof or any asset on which Security is created under the Transaction

Documents or any part thereof, or create thereon or on any asset on which Security has

been created or shall be created in terms of the Transaction Documents any Security

lnterest of any kind whatsoever;

3.4.3 conduct and carry out any business other than the Project;

3.4.4 voluntarily suffer any act, which has a Material Adverse Effect on its business profits,

production or sales;

3.4.5 permit or cause to be done any act or thing whereby payment of the Debt may be

hindered or delayed;

3.4.6 enter into any agreement with the Promoters or its Afflliates or vary terms of the

agreements which have already been entered;

3.4.7 make any amendments to its Memorandum and/or Articles, other than as required by

the Trustee or this Deedi

3.4.scommittoanycapitalexpendituresexceptinaccordanceWiththeBusinessPlan;

3.4.9 dissolve, wind-up or liquidate any itself;

3.4.10 establish or set up any new Subsidiary, ioint venture or partnershipi

3.4.llallowanyviolationbytheobligorsoftheprovisionofsectionl85andlS5oftheAcu

3.4.12 undertake any development on the Project Land other than the ProjecU

3.4.13 convert all or part of the lvlortgaged Properties (or any development thereon) from

80

Coqpany Erstwhile Promoter I F.<rwhilp Promoter ll Erstwhile Promoter lllr iffii. rrSt v r

'stock in trade' to 'fixed asset';

3.4.14 make any change to nature of development of the Pro]ect;

3.4.15 sell or otherwise dispose of any of the properties, assets or interests of the Company

relating to the Secured Assets (and the Related Rights thereto) or any part thereof or

create thereon any mortgage, Iien or charge by way of hypothecation, pledge or

otherwise howsoever or other Encumbrance of any kind whatsoever, save and except to

the extent provided under this Deed;

3.4.15 enter into any other agreement, other than Project Document; or

3.4.17 amend the Project Document.

Erstwhile Promoter lll

SCHEDUTE 4

REPRESENTATIONS AND WARRANTIES

1.3

2.

1.1

L,2

3.

Status

Each Obligor (which is a corporate entity) is a company with limited liability, duly incorporatedand validly existing under the law of its jurisdiction of incorporation.

Each Obligor has full power and authority to own, lease and operate the assets and properties

they now own, lease and operate and to carry on their business as now being conducted.

The Erstwhile Promoter I is a Person resident in lndia and has the power to own its assets and

carry on its business as it is being conducted.

The Company does not own, and has not agreed to acquire, any equity interest in any Person.

Binding obligations

The obligations including the covenants, representations and warranties expressed to be

assumed by each Obligor under the relevant Transaction Documents, are legal, valid and bind ing.

The Transaction Documents (to which it is a party) are enforceable against each Obligor in

accordance with their terms, except as such enforceability may be limited by applicable

bankruptcy, insolvency, re-organisation, moratorium or similar laws affecting creditor's'rightsgenerally.

Non-conf lict with other obligations

The entry into and performance by each Obligor of, and the transactions contemplated by, each

Transaction Document to which it is a party, do not and will not conflict with:

any Applicable Law;

its constitutionaldocuments (applicable for such Obligors which are corporate entities);

or

any agreement or instrument (including without limitation, covenants, conditions and

stipulations therein) binding upon it or any of its assets.

Each Obligor represents and warrants that, it has evaluated the proposed transaction as detailed

in the Transaction Documents with respect to the Applicable Laws and based on its

understanding, the proposed transaction is in adherence to the same.

Power and authority

Each Obligor has the legal right and capacity and the full corporate power and authority to, as

the case may be, enter into, execute and deliver this Deed and other Transaction Documents to

which it is a party and to perform all actions required to be performed under this Deed and other

Transaction Documents to which it is a party. All actions on the part of each Obligor and all

corporate action, if applicable, on the part of the board of directors or the shareholders of the

(a)

(b)

(c)

4.

Erstwhile Promoter ll

5.1

5.

5.

7.

relevant obligor, as the case may be, necessary for the authorisation, execution, delivery of andthe performance of all obligations of such obligor respectively under this Deed and otherTransaction Documents have been taken, or shall be taken, as and when required.

Consents and Approvals

No consent, approval, order of any court or tribunal or authorisation of, or registration,declaration or filing (except for filings with the Registrar of companies, stock Exchange and therelevant sub-registrar in relation to the security Documents) with, any Governmental Authorityor any other Person (including with RERA, the competition commission of lndia or under anyApplicable Laws relating to the environment) is required to be obtained by any Obligor inconnection with the execution, delivery and performance by an Obligor of the TransactionDocuments to which it is a party (including for avoidance of doubt, the creation of the securitylnterest and the issue of the Debentures).

Except for consent of the Board, which consent has been obtained, no consent is required fromany Person or any Governmental Authority for the issue of any tranche of the Debentures, otherthan the in-principle approval and final approval from the Stock Exchange in order to list theDebentures, which shall be procured no later than 30 (thirty) days from the date of allotment ofthe Debentures.

All conditions specified in the permissions granted by municipal and other GovernmentalAuthorities have been fulfilled by the Company.

Business of the Company

The Company does not carry out or conduct any business and operations other than the Project.

The Company shall not undertake any new business which directly and/or indirectly competeswith the Company's existing business.

Compliance with Applicable Law

The ope rations of the Com pa ny a nd each Obligor have been conducted at all times in compliance

with all Applicable Laws in lndia in all material respects, including but not limited to laws relating

to conduct of its business and ownership of its assets, and no action, suit or proceeding by or

before any Governmental Authority or any arbitrator involving the Company or an Obligor with

respect to any of the above is pending and the Company has not, and no Obligor has, received

any notice of any such threatened action.

The Company, any other Obligor or any Person acting on their behalf has not, been in violation

of any Applicable Law in relation to the Project including, without limitation, any violation which

results in any material liability or any criminal or administrative sanction to the Company or any

other Obligor.

The issue of the Debentures is in, and shall be in, compliance with Applicable Law, including all

provisions of the Act, the Debenture Trustee Regulations and the Debt Listing Regulations, the

Listing Agreement to be entered into with the stock Exchange and the lnformation

Memorandum.

Borrowing and Capital Expenditure

5.2

5.3

7.2

7.3

7.1

Erstwhile Promoter lllErstwhile Promoter ll

8.

Company Erstwhile Promoter I I4rstee

.rr$l v t' rY-

8.1 The Company has not incurred any Financial lndebtedness other than the Permittedlndebtedness, and shall ensure that there is no contingent liability incurred by the Company,without prior written consent of the Trustee. No statutory dues or dissenting creditors due is

outstanding as on the date of this Deed.

The Company shall not enter into any one-time settlement, or any other settlement, with anylenders, except as is permitted with the prior written approval of the Trustee.

The Company shall not offer any corporate guarantee or create any mortgage, pledge,

hypothecation over any of their assets for any third party borrowings without the prior writtenconsent of the Trustee.

Other than the Permitted Security lnterest, the Company or the Obligor shall not create any

Security lnterest in respect of the Secured Assets over which security is created/to be created in

favour of the Trustee for the benefit of the Debenture Holders, nor over any of its otherproperties, assets or rights, in favour of any Person, without the prior written consent of the

Trustee. The Company shall not convey, sell, lease, transfer or otherwise dispose of or mortgage

or otherwise charge (or agree to do any of the foregoing at any future time) all or any part of its

assets or properties, except as permitted in this Deed, without prior recommendation of and

prior approval of the Trustee.

The Company shall not undertake any capital expenditure, save and except such expenditure as

is permitted in terms of the Deed and other Transaction Documents.

Validity and admissibility in evidence

All authorisations required or desirable:

to enable each Obligor to lawfully enter into, exercise its rights and comply with its

obligations in the relevant Transaction Documents to which it is a party;

to make the Transaction Documents to which the relevant obligor is a party admissible

in evidence in its jurisdiction of incorporation;

to enable the obligor to create the security expressed to be created by it pursuant to

the relevant Transaction Documents and to ensure that such security has the priority

and ranking it is expressed to have,

have been obtained or effected and are in full force and effect'

No filing or stamp Taxes

It is not necessary that the Transaction Documents be filed, recorded or enrolled with any

Governmental Authority or that any stamp, registration or similar Tax be paid on or in relation

to the Transactlon Documents or the transactions contemplated by the Transaction DocUments,

except for (i) the paYment of stamp duty on any Transaction Document and (ii) the filing of any

Transaction Documents with the stock Exchange, the sEBl, the Registrar of companies or the

Depository; (iii) registration of the Mortgaged Documents'

8.2

8.3

8.4

8.5

9.

9.1

(a)

(b)

(c)

10.

84

Compa{f Erstwhile Promoter I Fr(twhile Promoter ll Erstwhile Promoter lll IqsteeY

,V.rSq)' V r

11. No default

11.1 No Event of Default or Potential Event of Default has occurred or is continuing or mightreasonably be expected to result from the entering into or performance by the Obligors of anyTransaction Document to which it is a party.

Lt.2 No other event or circumstance is outstanding which constitutes an Event of Default or PotentialEvent of Default under any other agreement or instrument which is binding on such Obligor orto which its assets are subject.

L2. No misleading information

72.7 Any information provided by or on behalf of any Obligor in connection with the issue of theDebentures or in respect of any Transaction Document, was true and accurate as on the date itwas provided or as on the date (if any) on which it is stated and no events have occurred whichrender a Transaction Document void or voidable, or repudiated or frustrated, for any reasonwhatsoever, including without limitation, by reason of default, fraud or misrepresentation.

L2.2 AII the information given by each Obligor in, and the statements as to matters of fact and

representations contained within, the Transaction Documents, and any and all certificates and

other writings provided in connection with the issue of the Debentures are true, accurate and

complete, and no Obligor is aware of any omission of any fact or information in the Transaction

Documents which may cause the Transaction Documents to be misleading. ln addition to theforgoing, all information that will be provided in the lnformation Memorandum shall be true and

correct in all material respects.

72.3 Any financial projections provided by or on behalf of any Obligor in connection with the issue ofthe Debentures or any Transaction Document were prepared on the basis of recent historicalinformation and on the basis of reasonable assumptions.

72.4 The Company's audited most recent financial statements delivered to the Trustee (i) have beenprepared in accordance with applicable GAAP, consistently applied; and (ii) give a true and fairview of its financial condition (consolidated, if applicable) as at the date to which they weredrawn up, except, in each case, as disclosed to the contrary in those financial statements.

L2.5 Nothing has occurred or been omitted from the information so provided and no information has

been given or withheld that results in the information provided by or on behalf of the Company

being untrue or misleading in any respect.

13. Claims and proceedings

1.3.1 Except as disclosed, no suit, claim, action, litigation (including in relation to any marketing

arrangements entered into by the Company or an Obligor), arbitration or administrative, judicial,

government or criminal proceedings before any court, arbitral body or agency (collectively,

"titigation") have commenced or are threatened against the Company or any other ObliSor

which, if adversely determined, might be expected to (i) affect the validity or enforceability of

the proposed Transaction Documents or Restructuring Documents; or (ii) have a Material

Adverse Effect,

13.2 There is no Governmental Authority or other Person that has instituted any action or

85

Erstwhile Promoter lll

L4.

investigation or any other Litigation to restrain, prohibit or otherwise challenge the issuance ofDebentures by the Company.

Title

L4.L Each Obligor has a valid right, interest and good and marketable title to, or valid leases andlicences of, or is otherwise entitled to use, all assets necessary or desirable for it to carry on itsbusiness as it is being conducted, or is proposed to be conducted.

14.2 The description of Project Land set out in Part B of Schedule 13 is accurate in all respects.

14.3 The Company is the sole owner of the Project Land and has a right construct on and develop theProject on the Project Land.

L4.4 The Mortgaged Properties are not subject to any adverse estate, right, interest, covenant,restriction, stipulation, easement, option, right of pre-emption, way-leave, licence or other rightor arrangement in favour of any third party (whether in the nature of a public or private right orobligation) nor is there any agreement to give or create any of the foregoing.

14.5 There is free ingress and egress to the Mortgaged Properties. The Mortgaged Properties haveproper, uninterrupted and free access and the same is in good condition.

14.5 All property Taxes and all other outgoings in respect of the Mortgaged Properties have beenproperly remitted and there is no payment outstanding to any revenue department, unless

contested in good faith.

74.7 The Project and Mortgaged Properties or any part thereof is not in violation of any legal

requirement and no notice, claim, lawsuit or allegation involvlng any such violation or any alleged

violation thereof has been issued or given by any Governmental Authority or agency or any otherPerson and remains pending so far as the Company is aware.

14.8 The l/ortgagor has the right to create the Security expressed to be created in accordance with

the Transaction Documents. The Mortgagor has good and marketable title to all Mortgaged

Properties (other than the Permitted Security lnterest) and save and except the Mortgagor, no

other Person has any right, title and/ or interest of any nature in respect of the Mortgaged

Properties.

15. No immunity

15.1 No assets of any Obligor are entitled to immunity from suit, execution, attachment or other legal

process in lndia. The execution of this Deed and other Transaction Documents constitutes, and

the exercise of its rights and performance of and compliance with its obligations under this Deed

and other Transaction Documents will constitute, private and commercial acts done and

performed for private and commercial purposes.

L5.2 No Obligor (individually and collectively) is entitled for any immunity in respect of any legal

proceedings that may be undertaken with respect to this Deed and the other Transactions

Documents.

16. Solvency

16.1

L6.2

No resolution has been passed for the winding up of the Company or any other Obligor,

No order has been made for a provisional liquidator to be appointed in respect of the company

or the Promoter.

16.3 No petition has been presented by any third parties and no meeting has been convened for thepurpose of winding up the Company, or any of the other Obligors.

f5.4 The Company or any of the other Obligors have not received any written notice of the

appointment of a receiver in respect of the Company or any of the other Obligors, as the case

may be, or in respect of all or any of their assets.

15.5 Neither the Company nor any of the other Obligors is insolvent.

16.6 Each Obligor is able to, and has not admitted its inability to pay its debts as they mature and has

not suspended making payment on any of its debts.

L6.l Each Obligor, by reason of actual or anticipated financial difficulties, has not commenced, and

does not intend to commence, negotiations with one or more of its creditors with a view to

rescheduling any of its indebtedness.

16.8 The value of the assets of each Obligor is more than its liabilities (taking into account contingent

and prospective liabilities) and it has sufficient capital to carry on its business'

16.9 No moratorium has been, or may, in the reasonably foreseeable future be, declared in respect

of any indebtedness of any Obligor.

Authorised Signatories

Each Person specified as an authorized signatory of an obligor ln any Transaction Document or

in any documents delivered to the Trustee pursuant to any Transaction Document, is subject to

any notice to the contrary delivered to the Trustee, authorized to sign all documents and notices

on behalf of such Obligor.

18. Title to the SecuritY

18.1 The company is the sole absolute legal and beneficial owner of its respective interest in the

secured Assets, and possesses valid right, title and interest over the property, assets and

revenues of the Company which form part of the Secured Assets'

7g.2 Save and except the Permitted security lnterest, none of the secured Assets are subject to any

Security lnterest.

l8.3SaveandexceptthePermittedsecuritylnterest,noobligorhasexecutedanydeedorenteredinto any agreement, whether jointly or severally, creating or agreeing to create any Security

lnterest on any on the Secured Assets'

19. OtherRePresentations

77.

2L.

19.1 The company represents and warrants that it has not in breach of terms of the agreements towhich it is a party including but not limited to the Existing Facility Agreement and the ExistingShareholders Agreement.

79.2 All signatures, seals and dates, and of any stamp duty marking in the records submitted to by anyObligor in relation to the issue of Debentures are genuine and all signatories of each Obligorpurporting to sign in a certain capacity do in fact and in law possess such capacity.

20. Accounts

The Escrow Accounts and RERA Accounts have been duly opened with relevant bank and arebeing and shall be operated strictly as per the terms stipulated in the relevant TransactionDocuments and Applicable Law (including RERA). The company shall not open or maintain anyother account or avail any type of banking services or facilities from any bank(s) other than asapproved by the Trustee in writing.

Shareholding on the Date of this Deed

2l.L The shareholding of the Company is detailed in the Schedule 6 (Shoreholding pottern), as on thedate of this Deed.

2f 2 The Erstwhile Promoters are the legal and beneficial owners of 1.2% of the issued and fully paidup share capital of the Company (on a fully diluted basis as well as on the basis of fully paid upequity share capital). Except as provided for in this Deed, the Erstwhile Promoters have notEncumbered, in any manner, their shareholding in the Company

22. corporate Records

22.1 The minute books, register of members, and all other registers and books of the Companyrequired to be maintained under any Applicable Law have been properly and accuratelymaintalned in all material respects, as required under any of the Applicable Laws, and contain,as applicable, complete records of all resolutions passed by the Board and the shareholders ofthe Company and all issuances and transfers of all of the equity shares of the Company. The

books of accounts required to be maintained by the Company under Applicable Law have beenaccurately maintained in all respects.

22.2 All material corporate and secretarial filings required to be made by the Company, and thePromoter (to the extent such filings were required to be made in connection with the Company)

with any Governmental Authority under Applicable Law have been made within the timeprescribed therefor, except as disclosed to the Trustee in writing on or prior to the Deemed Date

of First Allotment. The Company and the Promoter (to the extent such meetings were inconnection with the Company) have complied with the Act and other Applicable Laws in all

material respects in relation to meetings of its Board, its shareholders, classification and issuance

of the Securities and the conduct of the business thereof.

23. lnsurance

21.1 The Company has duly insured all its ptoperties/ assets against all risks and all such insurance

contracts are in full force and effect, all premiums thereon have been paid and there has been

no omission to disclose any fact which would entitle any insurer to avoid or otherwise reduce

its liability towards the Company thereunder.

23 2 The company has complied with the terms and conditions of all such insurance policies in allmateriarrespects and has obtained a, insurances as are required under Appricabre Law.

23'3 A', insurances, which are required to be maintained by the company or any other obrigorpursuant to the Transaction Documents, have been obtained and are in full force and effect.

24. Manatement

24 7 The company or any of the other obligors shall not remove any person exercising substantialpowers of management of the company, without the prior written consent of the Trustee.

24 2 The com pany or any of the other obligors shall not appoint key managerial personnel (as definedin the Act) in respect of the Company, without the prior written consent of the Trustee.

25. Transfer of shares

26.

The compa ny sharr not recognize or register any transfer of shares in the company,s capitar madeor to be made by Erstwhire promoters or the New promoter, except as permitted in theTransaction Documents or the Resorution pran or with the prior written consent of the Trustee.

Cash flow

The Company shall not directly or indirectly do, cause to do or allow any person to do, any act soas to the adversely affect cash frow model agreed between the company and the Trusteementioned in the Business pran and the Transaction Documents, especia[y with respect to anychange in the revenue model in any manner with respect to the Company or project.

Repayment of monies

The company or any of the promoters shaI not repay or cause any repayment of any fundsbrought in by the Erstwhile promoters, the New promoter or any of their related parties, unlessapproved in writing by the Trustee.

Taxation

ln respect of the Company:

28.1 all rax Returns relating to the com pany and the project or the com pa ny Assets that wererequired to be filed on or before the date of this Deed have been duly and timely filed(including any extension of time properly filed for, following all due processes, andallowed by the relevant Taxing authority) and are correct and complete in all respects;

28.2 there are no outstanding Tax dues payable by the Company in respect of any of theCompany Assets;

28.3 all Taxes shown as owing on such Tax Returns have been paid;

28.4 the Company is not, as on the date of this Deed, the beneficiary of any extension of time

89

27.

28.

Erstwhile Promoter I Erstwhile Promoter ll

29.

(including any extension of time properry fired for, folowing aI due processes, andallowed by the relevant Taxing autf,".itvf *tif.,t, *i,.n ,o ,,," any Tax Return; and28 5 all Taxes that are payable by the company or chargeable as an Encumbrance upon itscompany Assets have been a'ry .na ti,n"tv p'.io'o". liorioea io, in its books of account.28.6 The Company is and has at all times since its date of in(purposes in rndia, has never had any branch, ,r"n., orrorrorr,ion

been resident for Taxjurisdiction other than rnai,,^1i..'^^.:-:];::l''l 'r permanent establishment in anythan lndia.

lndia and has never had any Tax resid"n.y in a ny.;rrisAi;;;; ;;;",

28'7 No transaction' in respert-of which any consent, ruring, confirmation or crearance (eacha ',ruling',1 was required or.sought from any i"rlri"i"r,,v under Applicable Law, nr]ffilfl,:",

into or carried oriby th" c;;;r;; ii,r,or, rr.r, ruring having first been

28 8 The company has discrosed a, arrears of any pubric demands or Taxes incruding incomeTax, service Tax, corporation Tax or any ",h;;;;;; dues payabte to the Central orstate Governments or any local or. oft,"l. gor"rn_."ili lrrn"rnr.

No Material Adverse Effect

There is no existing fact or circumstance that has had a Materiar Adverse Effect.

SCHEDUTE 5

FORM OF END USE CERTIFICATE

To: Irr Dated: [']

. [insert notice detoils of the trustee]Attn:

*r,^,Re: End Use Certificate under the debenture trust deed dated{ol (,.Debenture Trust Deed,,lbetween (ohinoor cTNt tnrrrrtrr.trr"io.p;;;;;,;" rimited (,,company,,) and Ir]1 we refer to the Debenture.Trust Deed. This is an End use certificate. Terms used in theDebenture Trust Deed shall h"r" th" s.me m""r,"rl" *,, End Use Certificate.

' y;ffJ::m that the company has used the proceeds ofthe Debentures towards folowing

This is in accordance with Clause 2.g (purposel of the Debenture Trust Deed.

3. We further confirm that no Event of Default has occurred or is continuing.

For (ohinoor CTNL lnfrastructure Company private LimitedDirector

We have reviewed th.Debentures and books and accounts of the Company.on the basis of our review, we confirm that the proceeds of the Debentures have been utirised by theCompany as set out in paragraph 2 of this certificate.(seal ofthe chartered accountant firm)

Chartered Accountants

Place: [o] Firm Registration No. [.]Membership No: Ir]

Total Proceeds

Pa rtne r

' Sr. l

No.Name of Shareholder

1. Kohinoor Projects Private Limited

2. IL&FS Trust Company Limited A/clFlN Realty Trust

3. llRF lndia Realty Vll Limited4. Sandeep Shikre

5 Kohinoor Pla net ConstructionsPrivate LimitedTOTAT

SCHEDUTE 5

SHAREHOLDING PATTERN

Total No, ofEquity Shares

s000

134

94023

400000

1250

500407

No. of Sharesin

Dematerialisedform

Total ShareholdingasYo

of total no. ofEquity Shares

1

0.0

18.8

79.9

0.2

100

Erstwhile Promoter ll

SCHEDUTE 7

CONDITIONS PRECEOENT

Part A - lnitialTranche Conditions precedent

l. Actions to be undertaken by the Company

(a) The Memorandum and Articles of the Company shall berrustee a nd the De bentu re Horders, as .;;ilil#;;T:r;*HH.::l JI""liIlT Il:Resolution plan, to the satisfa.tion oi tr," ir*t"J.".-" .

(b) The Escrow Accounts Agreement has been entered to the satisfaction of the Trustee and the,T:il:"i"'fl::r'"'"T.',::"t'::I""" t'"" i"""

"-'nated and ,t'" "..'.o* "..o,n,. oo""(cl rhe company sha' ensure that at reast 67% rsixty seven percent) of the existing customers/purchasers of units/ flats shall extend the O";;;;;;;;"

Security

Except for the (i) predge * -:0,.1*

shares of the company and ocRps-, herd by ErstwhirePromoter 'r

in terms of the securities predge ngreemen,, -] r,,r predge of equity shares of thecompany herd by the New promoter in terms- of *'" ru"*iroroter predge Agreement, the:r"J:il:,'f :l];:i:f;;r,* ,*"rest in rerationioli"l",.ining s".,red Assets and perrectrerat on to the renr-a;#;:",[::Jfi ,lfi ilxl ilil i, fll_,";],:lJ[ilT*.Jn j"H",;,,J:of companies in reration to the charge created pu;;r, Iii" o"* of Hvpothecation and Deed

:l#:Ttirt;"Tff;:il1"'"^ to the rrustee "i, ."iir,"i i.,u .oo, or the updated resister or

Corporate Documents

The Company shall provide to the Trustee:

(a) An up-to-date certified true copy ofthe constitutionaldis a corporate entity, (being,,r r"r"r,"Orr';; ;:;;;:ffi,::f::t"?:::: Lj;Icertificate of incorporation and (if appricaure) ce.tiiicli-" of .omrenc".ent of business);(b) 3".r"Jl1i:r" -py of a resotution or tire soara oiile company in regards issue of thei. approving the terms of, and the transactions contemplated by, the TransactionDocuments to which it is a party ,"0 ."roir,*

Documents to wh'ar,, ,, ,, " ornr,]

u"v ' erurvrr rB that it execute the Transaction

ii. authorlsing a specified p"r_n o,, p".ron, to execute the Transaction Documents... to which it is a party on its behalf;t. approving amendment of the Memorandum and Articles of the Company; andiv' authorising a specified p"r.on o.p".ro-.nr, ""riio*r,r to sign and/or despatchall documents and notices to be signed'and[r oespatched by it under or inconnection with the Transaction Documents to which it is a party.

(c) A certified true copy of a resorution of the board of directors of each Erstwhire promoterll and Erstwhile promoter t:

Com RaIy Erstwhile promoter I

93

r.rN; Y Erstwhile Promoter Il Trustee?rl.

4.

i. approving the terms of and the transactions contemplated by the TransactionDocuments to which it is a party and resorving that it execute the TransactionDocuments to which it is a party;

ii. authorising a specified Person or Persons to execute the Transaction Documentsto which it is a party on its behalf;

iii. authorising pledging of the securrties held by it in favour of the Trustee forsecuring due payments of the Debt; and

iv. authorising a specified person or persons, on its beharf, to sign and/or despatchall documents and notices to be srgned and/or despatched by it under or inconnection with the Transaction Documents to which it is a party; and(d) A certified true copy of necessary forms filled by the company with Registrar of the

companies in relation to amendment of the Memorandum and Article of Association ofthe Company.

Certificates

Following certificates:t.

ii.

iii.

iv.

the company certifying that, no Material Adverse Effect has occurred or is likely to occur;the company certifying that, the representations and warranties set out in this Deed aretrue and correcuthe Company certifying that, no Event of Default or potential Event of Default hasoccurred or is continuing or would result from the proposed issue of the Tranche 1Debentures;

the Company certifying that, there is no challenge to the Resolution plan or theimplementation thereof;A certificate from each Obligor (by the director in case the Obligor is a corporate entity)certifying that each copy of a document relating to it specified in this part A of Schedule7 is correct, complete and in full force and effect as at a date no earlier than the date ofthe relevant Transaction Document to which it is a party and the Deemed Date of FirstAllotment; andthe Company certifying that, no shareholder of the Company (a) has objected to pledgeof shares in terms of the Transaction Documents; and (b) shall object to any transfer ofthe equity shares of the Company upon enforcement of any pledge created in terms ofthe Transaction Documents.

this Deed;

the Debenture Trustee Agreement;

the Escrow Accounts Agreement;

the Deed of Mortgage; and

the Deed of Hypothecation,

5. Consents

The Company shall submit to the Trustee the approval from the Existing Lender for creation of a

first charge over the Receivables and other Securlty lnterests in favour of the Trustee.

Transaction Documents

The following Transaction Documents duly executed by each of the parties thereto in the form

and manner satisfactory to the Trustee:

6.

(i)

(ii)

(iii)(iv)(v)

7. Other documents and evidence

(a) All relevant sl

,,iJi;J,^*sil,,::;'",fJ1",?:,:*"J,:':iil::1,:",'illf #::::,",fl T*J:lii,:(b) 1"1ff,:1'1ffi"i::::;,':"::#::lilill;1"."",:,r Event or Derau,t or cha,,ense tocompany to the Trustee ;;;;;., ;:.:rrrg

as of the date of the notice sent by theprecedent set out herein. action of the lnitial Tranche Conditions

Part-B - Subsequent Tranche Conditions precedent

Each of the conditions precedent risted berow are to be compreted for the issue of (i) the Tranche 2Debentures in consideration for the Tranchel'";;;il;:i Amount; and (ii) the Green Shoe1. Certification from the Cash Monitoring Agency

The Trustee shall receivr

${[,:;j],#;::;::;i#,ff il:HLff ,.;,,ly;fl [,t?3 jffi IJ;J:.fi,;jf.iilt"1;l j2. Actions to be undertaken by the Company

(a) Submission of a staten

,k\ subscription Amo,",;:T:".*X:',iiir"ll'J*'* usase orthe rranche 2 NcD(u/

;il;IHf"_"rtruction and approrat mitertones within timetines detaited in the

lssue related documents

Evidence that all necessary regulatory approvals and completion of all fillings in connectionwith issuance and listing of the Tranche z oebentures i.li""i ."r0,",ed, including:

Il], : *nil"q true copy of the credit ratins tefter;

(

" a certified true copy of thelett€r of the stock rxchange granting its in-principre approvarfor the listing of the Debentures;(iii) evidence that the Com

,iw, l:j^T-r-"::o,n: "r*,i.?i:l;j,:I::TJ$:,1J#'rtite asreement with the stock

trv, evtoence that all nec€connection with,,,u.n.'l'r',I i,",t,,lj'ji.,tT[:li[""r.f"ffI1';:il :k],.1,1,"u,,"(v) a copy of the duly executed lnformat,"" ,"r"r.rrrrin ,"ro"o or,n" ,ebentures filedwith the Stock Exchange.

Certificates

3.

4.

Certificates from the Company certih/ing that:no Material Adverse Effect has occurred or is likely to occur;

::",1,"jj:;1,:,Tff^.lj^y^:l_1,:::::,:I,ril;;#ltinue to be t.u" and correct;no Event of Defautt or potentiat Event of Defautt frrr"*rrr"l'"r,r".fiJ:::#:rT]r",I,

a)

b)

c)

Erdwhile promoter I Erstwhile Promoter lll

5.

result from the proposed issue of the Debentures; andd) there is no chaflenge to the n"rorrtion pr"n or,i" ,0,"r"*.tion thereof.Other documents and evidence

(a) The latest financial stal(.i .;;;;;,* .ilf#l:j;j,Tl#Iilrj,oo"*o a, the statutory resistersrequired under the Act, and particur.av, ,r.," ,"girii, or'oeoenture horders and theregister of directors, interests;(d) The company sha' have provided evidence that a, fees and expenses due to be paid bvthe companv to the Trustee wi, be paid on

", b;;;;;;" Deemed Date of secondAllotment, or as agreed betw""n tr.," corp_i#','n"'r.r.,"",(e)

i::i":::,ilt:::::iTi:::::'" ii"ii"'"0-"J"""l,lpinion orassurance which theperformance of th" ,r.rn"t"tt",

or desirable in connection witt tt'" "ntr,

intllna '

. _ varidity ana "nro'..".oiL,','r'll'ffi ;:lj:Iill""j.:J,anvnrransaction

Document o, ror the(f) Arr rerevant statutory reguratory anl il;ffi;.;e'quireo in connection with theissue, allotment and listing ofthe o.o"^,rrui, ,riln .inn"*,on with the creation ofSecurity, have been received; and(c) No Materiar Adverse Effect, Event of Defaurt, potentiar Event of Defaurt or charenge toResorution pran has occurred and is continuing as-;;;;;"" of the notice sent by thecompany to the Trustee in respect oi satisra.t"ion JJJ-subsequent rranche conditionsPrecedent set out herein.

96

.trsh Erstwhile promoter I Erstwhile PromotFr I Erstwhile promoter

I Tru5teet- k .v--

?1e- L* lnlt-nhr"il11 €lcnl<,

17

t$est

Y

SCHEDUI.E 8

FORM OF CONDITIONS PRECEDENT NOTICE

lLetterheod of the ComPonYl

Dated: Ia]

To

lTrusteellinsert oddressl(the Trustee)

Re: Satisfaction of conditions precedent provided in the Debentute Trust Deed dated Io]

Dear Sir,

we write to you in pursuance of Clause 5.5 lconditions Precedentl of the Debenture Trust Deed we

hereby confirm that we have satisfied the Ilnitial Tranche conditions Precedent] / [subsequent Tranche

Conditions precedentl to the issuance of the Debentures listed in Clause Slconditions Prccedentl of lhe

Debenture Trust Deed and provided you all the certificates, documents and information in connection

therewith.

This is for your information and further action'

Yours sincerelY,

ForandonbehalfofKohinoorcTNLlnfrastructurecompanyPrivateLimitedlal linseft ndme)

lal linsert desig notionl

Erstwhile Promoter Ill

SCHEDULE 9

CONDITIONS SUBSEQUENT

Conditions Subsequent to the allotment of the Tranche I Debentures

Execution of Remaining Transadion Documents and creation of Security lnterest

Within 30 (thirty) days from the date of allotment of the Tranche 1 Debentures:

the New Promoter Pledge Agreement for pledge of equity shares of the Company

held by the New Promoter shall be duly executed by each of the parties thereto in

a form and manner satisfactory to the Trustee and the Security lnterest shall be

created in terms thereof, and the relevant form in relation to the charge

createdshall be filed with the Registrar of companies and a certified true copy ofthe updated register of charges of the Company shall be submitted to the Trustee;

and

the Security lnterest in terms of the Securities Pledge Agreement for pledge ofequity shares of the Company and OCRPS-Il held by Erstwhile Promoter lllshall be

created, and the relevant form in relation to the charge created shall be filed with

the Registrar of Companies and a certified true copy of the updated register ofcharges of the Company shall be submitted to the Trustee.

Reconstitution of the Board of the Company and appointment of the Trustee Directors

The Board of the Company shall be reconstituted in terms of Clause T.TlPowers of the

Trusteel.

Corporate Actions

Submission of certified true copies of resolutions of the shareholders of the Erstwhile

Promoter ll and Erstwhile Promoter lll pursuant to Section 185 of the Act in relation to

creation of pledge shares of the Company.

4. Dematerialisation

The Company shall make an application for dematerialization of its entire unencumbered

shareholding in the company and to make an application for opening demat account with

Edelweiss Broking Limited.

(i)

(ii)

2.

Erstwhile Promoter lll

SCHEDUTE 10

REQUEST FOR APPROVED INSTRUCTIONS FOR EOD

lon the letterheod of the Trusteel

Date: IO]

To,

Debenture Holders

Dear Sirs,

Sub : Requirement for Approved lnstructions

Reference is made to the debenture trust deed dated IO] (Debenture Trust Deed) executed

amongst us and Kohinoor CTNL lnfrastructure Company PrivateLimited ("Company")' All

capitalized terms used herein, shall have the meanings ascribed to them in the Debenture Trust

Deed.

ln accordance with Clause 72 lEvents of Defoult)of the Debenture Trust Deed, we would like to

bring to your attention that an IEvent of Default]/ [Potential Event of Default] has occurred on

lOl.lspecit'y detoils of Event of Defdult/Potentiol Event of Deloultl

we therefore request your written instruction for actions required to be taken in respect of the

abovementioned IEvent of Default]/ [Potential Event of Default]'

Upon receipt of your assent, we will send the Company an Acceleration Notice'

Yours sincerely,

For [o][Trustee]

SCHEDUtE 11

FORM OF ACCELERATION NOTICE

lon the letterheod ol the Trustee)

Date: IO]

To,

Kohinoor CTNL lnfrastructure Company Private Limited

Ilnsert Address]

Dear Sirs,

Sub : Acceleration Notice

Reference is made to the debenture trust deed dated IO] (Debenture Trust Deed) executed

amongst us and you ("Company''). All capitalized terms used herein, shall have the meanings

ascribed to them in the Debenture Trust Deed.

ln accordance with Clause 12 (Events of Defoult) of the Debenture Trust Deed, we understand that

an Event of Default has occuned on IO].Accordingly, the Debenture Holders require the Company to pay, all outstanding Debt

immediately, and in any event by Io]. should such payment not be received in full Io], we will be

compelled to exercise our rights in relation to the abovementioned Event of Default.

Yours sincerely,

For [o][Trustee]

SCHEDUTE 1Z

AFFIRMATIVE VOTE ITEMS

The following actions/matters shall require affirmative vote of the Trustee Directors (whether the

relevant matter is a Board matter or the relevant matter has been placed before the Board of Company

for its approval for placing such mafter before the shareholders of the Company in a general

meeting).ln case there is no appointed Trustee Director then a written approval from Trustee shall be

sought for these matters:

1. Execution or amendment of any contract with any party that is of a total collective value in

excess of Rs. 1,00,00,000 (Rupees One Crore only) across any Financial Year;

2. Written communication to any government authorities and/or customers of the Projects of the

Company;

3. Approval of vendors to any Project of the Company, present or future;

4.ApprovalandChangeinormodificationofanyconstructionplanofanyProjectoftheComPanY;

5. Any application or communication to the Real Estate Regulatory Authority or any authority

established under the RERA;

6. Any expense incurred on account of expenditure towards fixed and non-current assets

(excludingexpenditureformaintenanceandcapitalexpenditurenecessaryforexistingoperatio;s approved in the updated Business Plan) which collectively exceeds the approved

annual budget of Rs. 1,OO,0O,O0O (Rupees One Crore only);

7. Capitalisation of expenses beyond the Business Plan;

8. Any alteration or amendment of the Memorandum or the Articles;

g. Any alteration, amendment or termination of the definitive agreements executed with the

10.

11.

L2.

13.

74.

Debenture Holders or the Existing Lender;

Anyactionthatreorganizes,creates,changes,issuesshares/securitiesofanyclassorstockorreciassifies any outstanding shares/ Equity Securities into shares/ Equity Securities having any

special rights or granting any Person any special rights or privileges in the Company;

Any fresh issuance of any class or type of shares or Equity Securities;

Any change to the class rights of any shares or Equity Securities;

Any transfer or transmission of shares or Equity Securities;

Any change in capital structure or any action that reorganizes, creates' changes or issues

dilution instruments including but not limited to any rights issue of any class or series of

dilution instruments, fresh issues, buy back of shares or other dilution instruments, retirement

and re-purchase of dilution instruments, redemption of shares, splits, issuance of convertible

debt/instrume nts, bonus issues, debt restructuring involving conversion into equity, grant of

any options over the shares of the Company, exercise of options in respect of shares'

conversion of dilution instruments and the valuation in respect of all of the above;

Any induction of strategic or financial partners in the Company;

Appointment of or any change in Company's statutory auditor or internal auditor;

Change in the Financial Year of the Company;

Finalrle, approve and adopt the Business Plan of the Company and annual budget of the

Company and any change or deviation thereto;

Any merger, de-merger, acquisition, strategic sale' amalgamation' reorganisation'

reconstructionorconsolidationoftheCompanyorsimllartransactionsWhetherwithorinto

15.

15.

77.18.

19.

any other business entity or otherwise;

20.FormationoflointventuresinvolvingafinancialcommitmentofRs.l,00,00,000(RupeesoneCrore only) or more in the aggregate;

2T,

22.

23.

Sale, transfer, assignment, mortga8e, pledge, hypothecation, creation of Encumbrance, grant

of security interest in, subject to any lien, or otherwise dispose of, any tangible or intangibleassets of the Company;Sale, transfer, license, encumber or otherwise alienate any intellectual property rights of theCompany including without limitation patents, trademarks, service marks, copyright, know-how;Any decision regarding liquidation, winding up, dissolution, disposition, sale, license,

Encumbrance or transfer of all or partially all of the assets of the Company, whether or notvoluntary or any restructuring or reorganization which has a similar effect or closure of an

existing business;

The declaration or payment of a dividend on the shares of the Company, declaration orpayment of interest on any debentures or other instruments or redemption of any shares or

debentures of the Company or any other form of distributions directly or lndirectly by the

Company, unless the agreement pursuant to which the distribution is proposed has already

been approved by the Board with the affirmative vote of the lnvestor nominee directors;

lncurrence of indebtedness or capital commitments, issuing trade guarantees and creating or

permitting to exist any lien, security interest or other charge or Encumbrance of any kind on

any of the assets of the Company except as approved in the Business Plan;

Approving or amending an ESOP or other incentive scheme for employees, workmen, Directors,

consultants or any change to any such scheme approved by the Board;

Any bonus or profit sharing scheme for the benefit of any Person including without limitation

related parties;

Guaranteeing any debt or obligation, providing indemnities other than as approved in the

Business Plan;

lnvestment in any entity or enterprise whether as debt, deposits, loans, advances, credit,

debentures, equity or equity linked instruments or otherwise and acquisition of shares, assets,

business, business orBanization or division of any other Person;

PassinB of any resolution which is required to be passed as a special resolution under the Act;

Any material deviations, major expansions, diversification of business or divestments not

approved in the Business Plan;

The extension of any loan or advances to any Person other than loans to employees in the

ordinary course of business;

Any transaction between the Company on one hand and related parties or other entities in

which such related parties have any interest on the other hand;

Creation of new subsidiaries and creation of legal entities;

Registration/ approval of transfer of shares of the Company;

Any decision in respect of listing of shares, debentures or other instruments of the company

including approval of the size and terms of any public offering of the company's securities and

any later round of financing, appointment of merchant banker, the taking of steps towards or

appointment of any advisers in connection with a potential sale or flotation (on any stock

exchanges) of securities of the Company including a QlPo;

Change in the scope, nature and/or activities of the Company and commencement of any new

line of business, which is unrelated to the principal business of the Company;

Change in legal status e.g. public to private company;

Change in constitution of the Board and/or various commlttees of the Board including

appointment and removal of Directors, appointment of any committee or sub-committee of

the Board and assignment of the power of the Board to any Person, committee or sub-

committee;Removal of any Trustee Directors, nominee Director, observers or any other Person appointed

by the Trustee or the ExistinB Lender.

24.

25.

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

40.

47.42.

43.44.

45.

46.

Appointment or removal of key managerial personnel (as defined in the Act) of the Company;The prosecution or initiation of any legal proceedings exceeding a total value of Rs. 1,00,00,000(Rupees One Crore only) in a Financial Year or settlement of legal actions or any claimsexceeding a total value of Rs. 50,00,000 (Rupees Fifty Lakhs only) in a Financial Year;

Securitization of any cash flows of the Company;Making any changes in the corporate governance policies of the Company, performancestandards on social and environmental sustainability and environment and social action plan

and business principles undertakings specified in the definitive agreements;Entering into any agreement, arrangement or transaction not approved as per the Governance

Structure notified by the Lenders;

Delegation of authority or any of the powers relating to any matter contained in the Articles ofAssociation of the Company or granting of any power of attorney by the Board of the Company

to any Person or committee and any commitment or agreement to do any of the foregoing orany variation to the terms thereto;Any sale, voluntary dissolution, winding-up or liquidation of the Company or restructuring orreorganization that has a similar effect, in relation to the Company; and

Material changes to the nature, geographical location, strategy or scope of the Business as a

whole or in part.

47.

48.

Erstwhile Promoter lll

SCHEDUTE 13

PROJECT AND PROJECT tAND

PART A . DETAITS OF PROJECT

Redevelopment of "Kohinoor Mills 3" (also known as "Kohinoor Square") located at N. C. Kelkar

Road, Shivaji Park, Dadar (West), Mumbai - 400028.

The RERA registration numbers for the Project are as follow:1. Project - Kohinoor Square Phase 1, Plot Bearing / CTS / Survey/ Final Plot No.: F. P. No. 45 TPS-

ll at G North 400028,

RERA registration number: P51900004759

2. Project - Kohinoor Square Phase 2, Plot Bearing / CTS / Survey/ Final Plot No : F P. No. 45 TPS-

ll at G North 400028RERA registration number: P51900012308

The "Kohinoor Square" consist of

a) three level basement having munlcipal public parking lot area and building

equipment/installation areas;

wing A having ground and five upper floors inclusive of service floor and having commercial

premises and recreation area on the overhead terrace;

Wing B having ground and forty eight upper floors inclusive of service floors at third, twenty

seventh and twenty eighth floor levels and a transfer girder floor between the forty third and

forty fourth floor and having commercial/officelff /IESI Financial Services premises on the

ground, first and second floor, fourth to twenty sixth and twenty ninth to forty third upper

floors and hotel premises on the forty fourth to forty eighth upper floors;

Wing C having ground and thirty upper floors inclusive of service floor at fourteenth floor level

and having municipal public parking lot on the ground and four upper floors, captive parking on

the fifth to thirteenth upper floors and residential flats on the fifteenth to thirtieth upper

floors;A semi detached structure known as Energy Centre having two level basement and ground and

six upper floors for housing the enerBy installations and equipments for Kohinoor Square

PART B- DETAILS OF PROJECT LAND

All that piece or parcel of land and building or ground being unit: Kohinoor Mill No. 3, situated at N C'

KelkarRoad,Dadar(West)Mumbai-400028,bearingCadastralSurveyNumber508(correctcsNo.390) admeasuring 19,895.05 square meters, and bounded as follows:

City Survey Number: Final Plot No. 45 TPS lll

Admeasuring: 19,859.05 sq. mts. of land

North: Bai Padmabai Thakkar Road

South: N.c. Kelkar Road

East: J.K. Sawant Marg

West: Lady Jamshedii Road

b)

d)

e)

SCHEDUTE 14

BUSINESS PLAN

The business plan has been bifurcated into (i) Key Milestones (ii) Construction Progress and (iii)

Redemption of Debentures. ln case of failure to achieve any milestones relating to sales, construction,

approval and/or redemption all the consequences as stated in the document would be applicable.

Key Milestones

;:-:Paliticula]sl..:ni?,lrl iti*.r.t p- rr,

Constructlon'lr,lilestones'..,,.,1,....-1",a..*:.i:at,,'-,:., :.

Sales mllestones (lncremental) Approval Milestones

By April 10,

20L8

Mobilization of site work and

hiring in all key Positions

15,000 sft of Commercial Area

8,000 sft (3 units) of Residential

By

September

30, 2018

Completion of Fagade works

for Central Tower

22,500 sft (15 units) ofChambers

By

December

30, 2018

Residential Rcc work uP to25th floor

8,000 sft (3 units) of Residential

22,500 sft (15 units) ofCha m bers

By March

31, 2019

Completion and Handover ofMLCP

13,500 sft (5 units) ofResidential

22,500 sft (15 units) ofChambers

Sale of entire retail area

toD/cc for 25th-32"d floorof Residential Tower

By June 30,

20L9

Completion of Central (uP to

26th floor) and West Tower

Residential RCC work uP to

3oth floor

16,000 sft (5 units) ofReside ntia I

22,500 sft (15 units) ofChambers

Building approval for 3l't32nd floor of Residential

Tower

By

September

30, 2019

Completion of Central Tower

15,000 sft (5 units) ofResidentia I

Sale of balance chambers

a rea/units

Sale/Lease of 50,000 sft of

Commercial/lT Office area

24,000 sft (9 units) of

Residential

Sale/Lease of 50,000 sft of

By

December

31, 2019

Erstwhile Promoter lll

KEY MILESTONES

Commercial/lT Office area

By

September30,2020

Completion of Residentia I

Tower

24,000 sft (9 units) ofResidential

Sale/Lease 50,000 sft ofCommercial/lT Office area

4.1.1 ConstructionPlan

As per the Resolution Plan.

4.1.2 Redemption of Debentures

PriorityLoan

OpeningAdd: Loan

DrawalAdd:

lnterestLess: lnterestRepayment

Less: PrincipalRepayment

Closing

1-Apr-18 300 300

31-May-18 300 8 308

30-Jun-18 308 4 3t2

31Jul-18 372 4 3Ll

31-Aut-1E 377 4 327

30-Sep-18 32t 775 4 500

31-Oct-18 500 7 507

30-Nov-18 507 7 514

31-Dec-18 514 7 522

3lJan-19 522 7 529

28-Feb-19 s29 7 536

31-Mar-19 s36 8 50 493

30-Apr-19 493 7 500

31-May-19 s00 7 507

30-Jun-19 507 7 39 11 464

31-Jul-19 464 5 410

31-Aug-19 470 7 477

30-Sep-19 477 5 ln 30 433

31-Oct-19 433 5 439

30-Nov-19 439 5 445

31-Dec-19 445 6 18 12 401

31-Jan-20 401 6 407

29-teb-20 407 5 472

31-Mar-20 472 5 77 33 368

30-Apr-20 368 5 373

31-May-20 373 5 378

30-Jun-20 378 5 15 185 L84

31Jul-20 784 3 186

31-Aug-20 186 3 189

3O-Sep-20 189 3 6 r83 0

Erstwhile Promoter lllErstwhile Promoter I

lN WITNESS WHEREOF the Parties have caused this Agreement to be signed in their respective namesas of the date first above written.

SIGNED AND DELIVERED BY

KOHINOOR CTNL INFRASTRUCTURE COMPANY

PRIVATE LIMITED

Name: Ms. Mona Shah

Title: Director

SIGNED AND DETIVERED BY

MR. UNMESH JOSHI

Mr. Unmesh Joshi

SIGNED AND DETIVERED BY

KOHINOOR PROJECTS PRIVATE LIMITED

Name: Mr. Unmesh Joshi

Title: ManagingDirector

SIGNED AND DETIVERED BY

KOHINOOR PLANET CONSTRUCTIONS PRIVATE

TIMITED

Name: Mr. Unmesh Joshi

Title: ManagingDirector

SIGNED AND DETIVERED BY

IDBI TRUSTEESHIP SERVICES LIMITED

Erstwhile Promoter ll