DATED NOVEMBER 27, 2019 DEBENTURE TRUST DEED ......1 DEBENTURE TRUST DEED This DEBENTURE TRUST DEED...

DATED NOVEMBER 27, 2019

DEBENTURE TRUST DEED

BETWEEN

EDELWEISS ASSET RECONSTRUCTION COMPANY LIMITED

as the Company

AND

SBICAP TRUSTEE COMPANY LIMITED

as the Trustee

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TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION ................................................................................... 1 2. TERMS OF DEBENTURES ........................................................................................................ 25 3. COVENANTS TO PAY ............................................................................................................... 26 4. CONDITIONS .............................................................................................................................. 28 5. APPOINTMENT OF THE TRUSTEE AND DECLARATION OF TRUST .............................. 29 6. POWERS AND DUTIES OF THE TRUSTEE ............................................................................ 31 7. SECURITY AND UNDERTAKINGS ......................................................................................... 34 8. REALISATION OF TRUST PROCEEDS AND APPROPRIATION ......................................... 40 9. LIMITATION OF LIABILITIES OF TRUSTEE ........................................................................ 42 10. REPRESENTATIONS AND COVENANTS .............................................................................. 43 11. EVENTS OF DEFAULT ............................................................................................................. 44 12. REDRESSAL OF DEBENTURE HOLDERS GRIEVANCES ................................................... 53 13. RETIREMENT & REMOVAL OF TRUSTEE............................................................................ 53 14. COSTS AND EXPENSES ........................................................................................................... 55 15. INDEMNITY ............................................................................................................................... 56 16. TAX GROSS UP .......................................................................................................................... 57 17. NOTICES….. ............................................................................................................................... 59 18. DISCLOSURE ............................................................................................................................. 61 19. GOVERNING LAW AND JURISDICTION ............................................................................... 63 20. LIABILITY TO SECURED PARTIES FOR DEFICIENCY ....................................................... 64 21. MISCELLANEOUS ..................................................................................................................... 64 SCHEDULE 1: TERMS AND CONDITIONS .......................................................................................... 68 SCHEDULE 2: PROVISIONS FOR MEETINGS OF DEBENTURE HOLDERS ................................... 72 SCHEDULE 3: COVENANTS AND UNDERTAKINGS ......................................................................... 77 SCHEDULE 4: REPRESENTATIONS AND WARRANTIES ................................................................. 95 SCHEDULE 5: CONDITIONS PRECEDENT ........................................................................................ 103 SCHEDULE 6: CONDITIONS SUBSEQUENT ..................................................................................... 106 SCHEDULE 7: END USE CERTIFICATE ............................................................................................. 109 SCHEDULE 8: EXISTING FINANCIAL INDEBTEDNESS ................................................................. 110 SCHEDULE 9: REQUEST FOR APPROVED INSTRUCTIONS FOR EOD ........................................ 112 SCHEDULE 10: FORM OF ACCELERATION NOTICE ...................................................................... 113 SCHEDULE 11: COMPLIANCE CERTIFICATE .................................................................................. 114 SCHEDULE 12: SPECIFIED NCDs ........................................................................................................ 116 SCHEDULE 14: FORMAT OF COMPANY AUDITOR REPORT ........................................................ 120 SCHEDULE 15: FORMAT OF THE INDEPENDENT VALUER REPORT ......................................... 122 PART A: SUMMARY ................................................................................ Error! Bookmark not defined. PART B: INFLOWS (MONTHLY) ............................................................ Error! Bookmark not defined. PART C: INFLOWS (YTD) ........................................................................ Error! Bookmark not defined. PART C: OUTFLOWS ................................................................................ Error! Bookmark not defined.

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DEBENTURE TRUST DEED

This DEBENTURE TRUST DEED is made at New Delhi on this 27th day of November, 2019:

BETWEEN

1. EDELWEISS ASSET RECONSTRUCTION COMPANY LIMITED, a company

incorporated under the Companies Act (as defined below) with corporate identification number

U67100MH2007PLC174759 and having its registered office at Edelweiss House, Off C.S.T.

Road, Kalina, Mumbai – 400 098 (hereinafter referred to as the “Company”, which expression

shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its

successors and permitted assigns);

AND

2. SBICAP TRUSTEE COMPANY LIMITED, a company incorporated under the Companies

Act (as defined below) with its corporate identification number U65991MH2005PLC158386

and having its registered office at 202, Maker Tower- ‘E’, Cuffe Parade Colaba, Mumbai – 400

005 and having its corporate office at Apeejay House, 6th Floor, 3, Dinshaw Waccha Road,

Churchgate, Mumbai- 400020 and an office at 610, 6th Floor, Ansal Bhavan, Kasturba Gandhi

Marg, New Delhi – 110001 (hereinafter referred to as the “Trustee”, which expression shall,

unless repugnant to the context or meaning thereof, be deemed to mean and include its

successors,

The Company and the Trustee are collectively referred to as “Parties” and individually as a “Party”.

WHEREAS:

(A) The Company is an asset reconstruction company registered with the RBI (as defined below)

under the provisions of SARFAESI Act, 2002 (as defined below).

(B) The Company proposes to issue and allot up to 12,500 (twelve thousand and five hundred only)

listed, rated, senior, secured, redeemable, non-convertible debentures of the face value of INR

10,00,000 (Rupees ten lakhs) each (“Face Value”) aggregating up to INR 1250,00,00,000

(Rupees one thousand and two hundred and fifty crores only) (“Debentures”) in accordance

with Applicable Law.

(C) The Company has, pursuant to an agreement dated on or about the date of this Deed, appointed

the Trustee to act as the debenture trustee for and on behalf of and for the benefit of the

Debenture Holders (as defined below) and that of each of their respective successors and

assigns (the “Debenture Trustee Agreement”).

(D) The Company now proposes to execute this Deed, with a view to record the various terms and

conditions and stipulations of the Debentures as well as the Company’s obligation in respect of

the Debentures including redemption of the Debentures, terms and conditions of the

appointment of the Trustee and all costs, charges, expenses and other monies payable in relation

to the Debentures.

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

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

are hereby mutually acknowledged), the Parties hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

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In this Deed, except where the context otherwise requires (a) capitalised terms defined

anywhere in this Deed by inclusion in quotations and/or parenthesis have the meanings so

ascribed, and (b) the following terms shall have the following meanings:

“Acceleration Notice” has the meaning ascribed to such term in Clause 11 (w) (Consequences

of Event of Default) of this Deed.

“Account Assets” means the Escrow Account and the amounts lying therein, from time to time

as more particularly described in the Deed of Hypothecation.

“Account Bank” means ICICI Bank Limited, Capital Markets Division, Churchgate, Mumbai

branch or any other bank acceptable to the Trustee, with whom the Escrow Account is required

to be maintained in accordance with the Transaction Documents.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company

of that person or any other Subsidiary of that Holding Company.

“Anti-Bribery and Corruption Laws” means, with respect to the Secured Parties, the

Company or the Obligor, the Prevention of Corruption Act, 1988, the FCPA, the Indian Penal

Code, 1860, the UK Bribery Act of 2010 or any similar laws, rules or regulations issued,

administered or enforced by India, the United Kingdom, the United States of America, the

European Union or any of its member states, or any other country or Governmental Agency

having jurisdiction over the Secured Parties, Company or the Obligor, including all anti-bribery

or anti-corruption laws and international conventions and other laws regarding bribery or

commercial bribery, in each case, as amended and together with the rules and regulations issued

thereunder or in connection therewith.

“Anti-Money Laundering Laws and Anti-Terrorism Financing Laws” means all applicable

financial record keeping and reporting requirements and money laundering statutes (including

all applicable rules and regulations thereunder) and all applicable rules and regulations and any

related or similar rules, regulations or guidelines: (a) issued, administered or enforced by any

governmental agency having jurisdiction over the Obligors (or any of its respective officers,

directors, employees, shareholders or agents) or otherwise issued, administered or enforced in

each of the jurisdictions in which the Obligors are incorporated or domiciled (as the case may

be); and/or (b) of all jurisdictions in which the Obligors (or any of its officers, directors,

employees shareholders or agents) conducts business.

“Applicable Law(s)” means all applicable laws, bye-laws, rules, regulations, orders,

ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or

other requirements or official directives of any Governmental Authority or Person acting under

the authority of any Governmental Authority and/or of any statutory authority, and specifically

including, the RBI, SEBI and/or of a stock exchange, whether in effect on the date of this Deed

or thereafter.

“Approved Instructions” means:

(a) in relation to the Critical Majority Resolution Items, the prior written instructions of the

Debenture Holders pursuant to a Critical Majority Resolution;

(b) in relation to the Super Majority Resolution Items, the prior written instructions of the

Debenture Holders pursuant to a Super Majority Resolution;

(c) in relation to the Majority Resolution Items and all matters other than as set out in

paragraphs (a) and (b) above, the prior written instructions of the Debenture Holders

pursuant to a Majority Resolution.

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“ARC(R)” has the meaning ascribed to such term in paragraph 3.22 (Specified NCDs) of

Schedule 3 (Covenants and Undertakings) of this Deed.

“Associate” has the meaning ascribed to the term ‘associate company’ in the Companies Act,

2013.

“Authorisation” means:

(d) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation,

lodgement or registration; or

(e) in relation to anything which will be fully or partly prohibited or restricted by law if a

Governmental Authority intervenes or acts in any way within a specified period after

lodgement, filing, registration or notification, the expiry of that period without

intervention or action.

“Big Four” means Deloitte Haskins LLP, Pricewaterhouse Coopers LLP, KPMG Limited and

Ernst & Young LLP.

“Business Day” means a day (other than Sunday or a bank holiday) on which banks and stock

exchanges are open for general business in Mumbai, New Delhi, New York and London.

“Cash Balance” means any unencumbered credit balance or any cash equivalent in the form

of fixed deposits or government securities in terms of the Escrow Accounts Agreement in the

Escrow Account.

“Change of Control” means:

(a) in relation to the Company, any of the following: (i) EFSL at any time and for any

reason ceasing to hold, directly or indirectly, at least 51% fifty one per cent.) of the

economic, beneficial and voting interests in the Company’s share capital (determined

on a fully diluted basis); (ii) any Person or group, other than EFSL (directly or

indirectly), obtaining the power (whether or not exercised) to elect a majority of the

board of directors of the Company; or (iii) EFSL at any time and for any reason ceasing

to directly or indirectly control, the management and policy decisions of the Company;

(b) in relation to EFSL, any change in Control thereof.

“CIBIL” means TransUnion CIBIL Limited.

“Coercive Practice” means the impairing or harming, or threatening to impair or harm, directly

or indirectly, any person or the property of the person with a view to influence improperly the

actions of a person.

“Collusive Practice” means an arrangement between two or more persons designed to achieve

an improper purpose, including to influence improperly the actions of another person.

“Companies Act” means the Companies Act, 2013 and shall include the rules, regulations,

circulars and notifications issued thereunder and any other statutory amendment or re-

enactment thereof.

“Company Auditor” means a either (i) any of the Big Four accounting firms, Grant Thorton

LLP, BDO India LLP / Haribhakti & Co LLP, Khimji Kunverji & Co LLP; or (ii) any other

internationally reputed accounting firm appointed by the Company, as may be acceptable to the

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Trustee for the purpose of preparation of its Financial Statements.

“Company Group Debentures” has the meaning ascribed to it in paragraph 45 of Schedule 2

(Provisions for Meetings of Debenture Holders).

“Company Permitted Existing Financial Indebtedness” means the Existing Financial

Indebtedness as set out in Part A (Company Permitted Existing Financial Indebtedness) of

Schedule 8 (Existing Financial Indebtedness).

“Company Permitted Indebtedness” means:

(a) the Debt;

(b) the Existing Financial Indebtedness;

(c) the Company Permitted Indebtedness (Partial Voluntary Redemption);

(d) any other Financial Indebtedness availed by the Company including any Specified

Unsubordinated Indebtedness provided that: (A) no Event of Default is continuing or

will occur as a result; (B) no adverse impact on the Security Interest created on the

Secured Assets will occur as a result; and (C) the Debt shall not be less than 34.5%

(thirty four decimal five per cent.) of the Total Debt of the Company on a proforma

basis (which for the removal of doubts, shall include all amounts payable in relation to

crystallised and undisputed Financial Indebtedness availed from the operational

creditors and guarantors of the Company).

“Company Permitted Indebtedness (Partial Voluntary Redemption)” means any Financial

Indebtedness availed by the Company pursuant to a Partial Voluntary Redemption Event as set

out in Clause 7.7 (d) (i) (Permitted Security Release pursuant to a Partial Voluntary

Redemption Event) of this Deed provided that: (A) no Event of Default is continuing or will

occur as a result; (B) no adverse impact on the Security Interest created on the Secured Assets

will occur as a result; (C) the Debt shall not be less than 34.5% (thirty four decimal five per

cent.) of the Total Debt of the Company on a proforma basis (which for the removal of doubts,

shall include all amounts payable in relation to crystallised and undisputed Financial

Indebtedness availed from the operational creditors and guarantors of the Company) excluding

the Specified NCDs; (D) amount of such Financial Indebtedness is not greater than the

outstanding Nominal Value of the Debentures proposed to be redeemed by the Company

pursuant to a Partial Voluntary Redemption Event less available Cash Balance in the Escrow

Account, and (E) the proceeds of such Financial Indebtedness are utilised solely to repay the

Debt pursuant to the Partial Voluntary Redemption Event.

“Company Permitted Security Interest” means the following:

(a) any Security Interest created by the Company to secure the Debt pursuant to the

Transaction Documents;

(b) any Security Interest created in relation to the Company Permitted Indebtedness (other

than Company Financial Indebtedness (Partial Voluntary Redemption)), provided that:

(A) there is no adverse impact on the Security Interest created on the Secured Assets

as a result; and (B) no Event of Default is continuing or arises pursuant to the creation

of such Security Interest;

(c) any Security Interest created pursuant to the Company Permitted Indebtedness (Partial

Voluntary Redemption), provided that: (A) there is no adverse impact on the Security

Interest created on the Secured Assets as a result; (B) the security cover ratio agreed to

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be maintained by the Company in relation to such Financial Indebtedness does not

exceed 1.5x; (C) the valuation methodology adopted for the purpose of calculation of

the security cover ratio in relation to such Company Permitted Indebtedness (Partial

Voluntary Redemption) is not more favourable to the relevant lender as compared to

the methodology adopted for the purpose of computation of the Security Cover Ratio;

and (D) no Event of Default is continuing or arises pursuant to the creation of such

Security Interest.

“Company Pledge Agreement” means the pledge agreement to be entered into between the

Company and the Trustee creating a first ranking and exclusive pledge over the Pledged SRs,

in favour of the Trustee.

“Company SRs” means the security receipts issued by the Trusts to the Company in accordance

with the SARFAESI Act, 2002.

“Competing Firm” has the meaning given to the term in Clause 6.6 (Observer) of this Deed.

“Compliance Certificate” means a certificate delivered pursuant to paragraph 1.2

(Compliance Certificate) of Schedule 3 (Covenants and Undertakings) and signed by any

authorised signatory of the Company, substantially in the form set out in Schedule 11

(Compliance Certificate) and satisfactory to the Trustee.

“Control” has the meaning ascribed to such term in the Companies Act.

“Corporate Guarantee” means the unconditional and irrevocable deed of guarantee, if any,

that is executed by any Corporate Guarantor in favour of the Trustee for the benefit of the

Secured Parties, in a form acceptable to the Trustee (acting on behalf of the Debenture Holders).

“Corporate Guarantor” means any entity that may provide a Corporate Guarantee.

“Corrupt Practice” means the offering, giving, receiving or soliciting, directly or indirectly,

of anything of value to influence improperly the actions of another person.

“Credit Rating Agency” means CRISIL Limited or any other credit rating agency, as approved

by the Trustee in writing.

“Critical Majority Resolution” means:

(a) a resolution passed at a Meeting of the Debenture Holders duly convened and held in

accordance with the provisions set out in Schedule 2 (Provisions for the meetings of the

Debenture Holders); or

(b) written instructions given,

in each case, by a majority of Debenture Holders representing not less than 90% (ninety per

cent.) of the aggregate Nominal Value of the outstanding Debentures.

“Critical Majority Resolution Items” mean the items set out in Clause 21.1 (b) (Critical

Majority Resolution Items) of this Deed which are required to be approved by a Critical

Majority Resolution.

“Debentures” means redeemable, senior, secured, listed, rated non-convertible debentures of

a face value of INR 10,00,000 (Rupees ten lakhs only) each and aggregating up to INR

1,250,00,00,000 (Indian Rupees One Thousand and Two Hundred and Fifty Crores only),

issued or to be issued by the Company to the Debenture Holders pursuant to this Deed and other

6

Transaction Documents.

“Debenture Holders” means the persons who are, for the time being and from time to time,

the holders of any Debentures and whose names appear in the Register of Beneficial Owners

including the Initial Original Debenture Holders (as defined below), and “Debenture Holder”

means any of them.

“Debenture Holders Account(s)” means the bank accounts of each of the Debenture Holders

linked to the demat accounts where their respective Debentures will be held, in which all

Interest, Default Interest, Redemption Premium and any other amounts payable by any Obligor

to the Debenture Holders pursuant to the Transaction Documents shall be deposited in

accordance with the provisions of this Deed and other Transaction Documents.

“Debenture Regulations” means the Debt Listing Regulations, the LODR Regulations and all

the rules, regulations, notifications, circulars, press notes or orders, issued by SEBI or any other

Governmental Authority in relation to, or in connection with, non-convertible debentures.

“Debenture Trust Property” means the Initial Contribution, and all other Security (including

any substitution or replacement thereof) created or to be created, now or in the future, by any

Obligor under or pursuant to any Security Document in favour of the Trustee, 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.

“Debenture Trustee Agreement” means the debenture trustee agreement dated on or about

the date hereof entered into between the Company and the Trustee for the appointment of the

Trustee as a trustee for the Debenture Holders.

“Debenture Trustee Regulations” means the Securities and Exchange Board of India

(Debenture Trustees) Regulations, 1993, as amended from time to time.

“Debt” means at any time all the amounts payable by the Company to the Secured Parties

pursuant to the terms of the Transaction Documents (in each case, whether alone or jointly, or

jointly and severally, with any other person, whether actually or contingently, and whether as

principal, surety or otherwise), including, without limitation, the following amounts:

(a) the aggregate principal amount of all the outstanding Debentures,

(b) the accrued Interest, the Redemption Premium and the Default Interest whether fallen due

or not and calculated at any point in time as if it had become due as on such date;

(c) all other monies, debts and liabilities of the Company, including indemnities, liquidated

damages, costs, charges, expenses, application money, stamp duties, fees and interest

incurred under, arising out of or in connection with the Transaction Documents;

(d) all unpaid fees, cost and expenses of the Trustee, Delegates, Receivers and professional

advisors appointed by or for the benefit of the Secured Parties;

(e) any and all sums expended (including any stamp duty paid) by or on behalf of any Secured

Party or by any other person in order to create or preserve any Security Interest; and

(f) any and all costs, expenses, fees and duties for the enforcement and collection of any

amounts due under the Transaction Documents, including costs, expenses, fees and duties

7

of enforcement and realisation of the Security Interest under the Security Documents.

“Debt Listing Regulations” means the Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008, as amended from time to time.

“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 into

between Company and the Trustee creating a first ranking and exclusive charge on the

Hypothecated Assets.

“Deemed Date of Allotment” means, in respect of the Debentures, the relevant deemed date

of allotment as set out in the respective Information Memorandum.

“Default Interest” has the meaning ascribed to such term in Clause 3.3(a) (Covenant to pay

Default Interest) of this Deed.

“Default Rate” has the meaning ascribed to such term in Clause 3.3(a) (Covenant to pay

Default Interest) of this Deed.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Trustee.

“Depository” means National Securities Depositories Limited and/or Central Depository

Services (India) Limited, as the case may be.

“Discount Rate” means the rate which is the higher of: (a) 12% p.a. (twelve per cent. per

annum); and (b) the prevailing 1 (one) year rate applicable to Indian government securities as

represented by the GIND1YR ticker published by Bloomberg or its replacement ticker as of

the Testing Date, plus 500 (five hundred) basis points.

“Dispute” has the meaning ascribed to such term in Clause 19.2 (Jurisdiction) of this Deed.

“Early Redemption Date” means a date:

(a) when the Trustee requires the Debentures to be redeemed on a date prior to the

Scheduled Redemption Date upon the occurrence of an Event of Default or the

Specified Early Redemption Date as the case may be;

(b) any other date when the Company is permitted or required to redeem the Debentures,

prior to the Scheduled Redemption Date in accordance with the terms of this Deed

including but not limited to a Partial Voluntary Redemption Date or a Full Voluntary

Redemption Date, as the case may be; or

(c) any date pursuant to any redemption in relation to a Voluntary Redemption Event

pursuant to paragraph 2.4 (Other Voluntary Redemption) of Schedule 1 (Terms and

Conditions).

“EFSL” means Edelweiss Financial Services Limited having a corporate identification number

L99999MH1995PLC094641with its registered office at Edelweiss House, Off. C.S.T Road,

Kalina, Mumbai- 400098 including any of its successors, transferees and permitted assigns.

“End Use Certificate” means a certificate signed by an authorised signatory of the Company

substantially in the form set out in Schedule 7 (End Use Certificate) hereto and supported

separately by a certificate provided by an independent chartered accountant.

8

“Escrow Account” means bank account of the Company bearing account number

___________________ opened and maintained with the Account Bank in accordance with the

Escrow Accounts Agreement.

“Escrow Accounts Agreement” means the account agreement dated on or about the date

hereof to be entered into among the Company, the Trustee and the Account Bank, inter alia, in

respect of the Escrow Account.

“Existing Financial Indebtedness” means the Financial Indebtedness availed by the Company

as set out in Part A, Part B and Part C of Schedule 8 (Existing Financial Indebtedness) of this

Deed.

“Existing Security” means the security created for securing the Existing Financial

Indebtedness.

“Event of Default” means any event or circumstance specified as such in Clause 11 (Events of

Default), other than Clauses 11 (w) (Consequences of Event of Default), 11 (y) (Trustee to be

Indemnified) and 11 (z) (Fees and Expenses) and 11 (aa) (Communication with third party, etc.)

of this Deed.

“Excluded Amounts” means the Excluded Fees, yield (if any), upside income, redemption

amounts, and amounts payable to gross up deductions on account of Taxes payable in relation

to the Specified NCDs.

“Excluded Fees” means the fees including without limitation any management fee or incentive

fee payable to the Company by the relevant Trusts in relation to any Specified NCDs.

“Face Value” shall have the meaning ascribed to it in Recital B of this Deed.

“FATCA” means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an

intergovernmental agreement between the US and any other jurisdiction, which (in

either case) facilitates the implementation of any law or regulation referred to in

paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred

to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US

government or any governmental or taxation authority in any other jurisdiction.

“FATCA Deduction” means a deduction or withholding from a payment under a Transaction

Document required by FATCA.

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and

regulations thereunder.

“Final Listing Approval” means the final approval issued by the Stock Exchange in

accordance with Applicable Law approving the listing of the Debentures on the Stock

Exchange.

“Final Settlement Date” means the date when all and not less than and all Debentures have

been redeemed and all outstanding Debt (whether then due or not) has been irrevocably and

unconditionally paid and discharged in full to the satisfaction of the Trustee.

9

“Financial Covenants” means financial covenants as set out under paragraph 2 (Financial

Covenants) of Schedule 3 (Covenants and Undertakings) of this Deed.

“Financial Half Year” means the period of six calendar months falling on the expiry of March

and September of each calendar year.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or

dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes,

debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which

would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold

on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase

agreement) having the commercial effect of a borrowing;

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

from fluctuation in any rate or price (and, when calculating the value of any derivative

transaction, only the marked to market value shall be taken into account);

(h) 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;

(i) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby

or documentary letter of credit or any other instrument issued by a bank or financial

institution;

(j) any amount of any liability under any advanced or deferred purchase agreement if one

of the primary reasons behind the entry into such agreement is to raise finance;

(k) any obligation under any put option arrangement or guarantee or indemnity in respect

of any put option where that put option or guarantee is granted or entered into

primarily as a method of raising or assuring the payment or repayment of any

indebtedness; and

(l) the amount of any liability in respect of any guarantee or indemnity (without double

counting) for any of the items referred to in paragraphs (a) to (k) above.

“Financial Quarter” means the quarters ending on June 30, September 30, December 31 and

March 31 in a Financial Year.

“Financial Statements” means the latest financial statements prepared for the latest Financial

Half Year by the Company in accordance with GAAP and other Applicable Laws;

“Financial Year” means accounting period commencing from April 1st of each year till March

31st of the next year.

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“Fraudulent Practice” means any action or omission, including any misrepresentation that

knowingly or recklessly misleads, or attempts to mislead, a person to obtain a financial benefit

or to avoid an obligation.

“Full Voluntary Redemption Amount (A)” means the amount payable in respect of each

Debenture being redeemed being the sum of: (i) outstanding Nominal Value of the Debenture

proposed to be redeemed; (ii) accrued but unpaid Interest and Default Interest, (iii) the

Redemption Premium (Pro-rata) (A); and (iv) all other amounts payable in respect of such

Debenture in accordance with the Transaction Documents.

“Full Voluntary Redemption Amount (B)” means the amount payable in respect of each



Redemption Premium (Pro-rata) (B); and (iv) all other amounts payable in respect of such


“Full Voluntary Redemption Date” means the date falling on the expiry of 36 (thirty) six

months from the Pay In Date.

“Further Pledged SRs” means the Company SRs which shall be pledged upon the discharge

of the Retiring Existing Financial Indebtedness (External) and the Company SRs which shall

be pledged upon the acquisition of Company SRs from the Group in accordance with paragraph

2.8 (e) (Purpose) in accordance with the timelines set out in this Deed.

“GAAP” means generally accepted accounting principles, standards and practices applicable

in India.

“Governmental Authority” means any national, supranational, regional or local government

or governmental, administrative, fiscal, judicial, or government-owned body, department,

commission, authority, tribunal, agency or entity, or central bank (or any person, whether or not

government owned and howsoever constituted or called, that exercises the functions of a central

bank).

“Group” means the Company, the Obligor and each entity Controlled by and exercising

Control in relation to the Company.

“Holding Company” means, in relation to a company, any other company of which it is a

Subsidiary.

“Hypothecated Assets” means the Account Assets and the Receivables which are secured by

the Company on a first ranking sole and exclusive basis pursuant to the relevant Security

Documents.

“IBC” means the provisions of the Insolvency and Bankruptcy Code, 2016 and shall include

any rules, re-enactments, regulations, directives or such other notification as may be issued

pursuant thereto.

“Indemnified Parties” has the meaning ascribed to such term in Clause 15 (a) (i) (General

Indemnity) of this Deed.

“Independent Valuer” means any of the Big Four accounting firms or any other internationally

reputed accounting or financial services firm as may be acceptable to the Trustee.

“Indirect Tax” means any, present or future, goods and services tax, consumption tax, value

added tax or any tax of a similar nature.

11

“Information Memorandum” means an information memorandum issued or to be issued by

the Company for the issue of the Debentures on a private placement basis in accordance with

Applicable Laws.

“Information Utilities” means an information utility established in accordance with the

provisions of the Insolvency and Bankruptcy Code, 2016 and the rules and regulations made

thereunder.

“Initial Contribution” has the meaning ascribed to such term in Clause 5.3 (a) (Declaration

of Trust by the Trustee) of this Deed.

“Initial Pledged SRs” means the Pledged SRs as identified and set out in Part A of Schedule

I (Initial Pledged SRs) of the Company Pledge Agreement.

“Initial Required Security Cover Ratio” has the meaning ascribed to such term in paragraph

21.1 (Security) of Schedule 4 (Representations and Warranties) of this Deed.

“INR” or “Rs.” or “Rupees” means the lawful currency of the Republic of India.

“Insider Trading Regulations” shall mean the Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015, as may be amended, modified and

supplemented from time to time.

“Insolvency Event” means the admission of an application in relation to the corporate

insolvency resolution process of any Obligor under the IBC or similar Applicable Laws.

“Interest Payment Date” means March 31, June 30, September 30 and December 31 of each

calendar year.

“Interest Period” means each period of 3 (three) months beginning on an Interest Payment

Date and ending on the day immediately before the next Interest Payment Date, except in (i)

the case of the first period applicable when it means the period beginning on the Pay in Date

and ending on the day immediately before the next Interest Payment Date, and (ii) in case of

the last Interest Period, when it means the period beginning on the day after the preceding

Interest Period and ending on the relevant Redemption Date.

“Interest Rate” means an interest rate of 11.5% (eleven decimal five per cent.) per annum

payable quarterly.

“Investment Limit” means an amount, which is equal to 17.5% (seventeen decimal five per

cent.) of the Security Cover (Net) in each Investment Period less the aggregate amount

withdrawn from the Escrow Account pursuant to paragraph 3.25 (b) (Permitted Payouts) of


“Investment Limit Certificate” has the meaning ascribed to such term in Clause 7.7 (a) (i)

(Permitted Company SRs) of this Deed.

“Investment Period” means either the period from: (i) January 16 to June 30; or (ii) the period

from July 16 to December 31 in each year save and except the first period which shall

commence from the Deemed Date of Allotment until June 30, 2020.

“Investment Proposal” has the meaning ascribed to such term in Clause 7.7 (b) (i) (Restricted

Company SRs) of this Deed.

“IRR” means, in relation to a Debenture Holder, the internal rate of return per annum calculated

12

from the Pay In Date to the relevant Redemption Date, calculated by taking into account the

timing and amounts of (a) all subscriptions in the Debentures of the Company, and (b)

repayments of Nominal Value of the outstanding Debentures, payments of Interest (excluding

Default Interest) and Redemption Premium received by the Debenture Holder in relation to

such subscriptions in the relevant Debentures issued and allotted by the Company, from the

Company and/or Obligors.

“IRR Calculation Method” means the method for determining the IRR, namely using the

exact dates of receiving cash flows or making of investments by the Debenture Holders, using

the 'XIRR' function in Microsoft Excel.

“Key Covenants” means the undertakings and covenants made by the Company as set out in

Clause 7.5 (Security Cover Ratio), Clause 7.6 (Testing), and paragraph (a) (Permitted Company

SRs) and paragraph (b) (Restricted Company SRs) of Clause 7.7 (Additional Security) of this

Deed.

“Key Managerial Person” has the meaning given to the term in the Companies Act.

“LODR Regulations” means the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015, as amended from time to time.

“Majority Resolution” means:


accordance with the provisions set out in Schedule 2 (Provisions for meetings of

Debenture Holders); or


in each case, by a majority representing not less than 51% (fifty one per cent) of the aggregate

Nominal Value of the outstanding Debentures.

“Majority Resolution Items” mean the items set out in Clause 21.1 (d) (Majority Resolution

Items) of this Deed which are required to be passed by a Majority Resolution.

“Material Adverse Effect” means, as of any date of determination by the Trustee (acting on

Approved Instructions), a material and adverse effect on:

(a) the business, condition (financial or otherwise), operations, performance or credit

standing, business activities or Secured Assets of any Obligor from the date of

execution of this Deed;

(b) the ability of any Obligor to perform and comply with any of its obligations under any

Transaction Document to which it is a party;

(c) the validity, legality or enforceability of any Transaction Documents (including the

effectiveness or ranking of any Transaction Security) against any Obligor;

(d) the validity, legality or enforceability of, or the rights or remedies of any Secured Party

under any Transaction Document; or

(e) the imposition of any suspension or moratorium on the payment of any Financial

Indebtedness by any applicable authority.

“Meeting of the Debenture Holders” means a meeting of the Debenture Holders duly called,

13

convened and held in accordance with the provisions set out in Schedule 2 (Provisions for

Meeting of Debenture Holders). For the avoidance of doubt it is clarified that any reference to

decisions taken pursuant to a Meeting of the Debenture Holders shall mean a decision taken

either (a) at a physical meeting of the Debenture Holders; or (b) by way of a written consent

from each Debenture Holder, in a manner determined by the Trustee as per the terms of this

Deed.

“New Investments” means the investments that may be made by the Company in the Permitted

SRs and/or the Restricted SRs in accordance with the terms of the Deed.

“Nominal Value” has the meaning ascribed to such term in Clause 2.1 (Amount of Debentures)

of this Deed.

“Nominee Director” has the meaning ascribed to such term in Clause 6.5 (Nominee Director)

of this Deed.

“Obligors” means the Company, any Corporate Guarantor and any other Person who provides

any security by way of hypothecation, mortgage, pledge or guarantee in connection with the

Debentures or Transaction Documents on and from the date such person provides the guarantee

or security , and “Obligor” means any of them.

“Obstructive Practice” means (i) deliberately destroying, falsifying, altering or concealing

evidence material to the investigation or the making of false statements, in order to materially

impede a government, a Secured Party or third party investigation into allegations of a Coercive

Practice, Collusive Practice, Corrupt Practice, Fraudulent Practice and/or threatening, harassing

or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the

investigation or from pursuing the investigation, or (ii) acts intended to materially impede the

exercise of a government’s, a Secured Party’s or third party’s access to contractually required

information in connection with an investigation into allegations of a Coercive Practice,

Collusive Practice, Corrupt Practice or Fraudulent Practice.

“Observer” has the meaning ascribed to such term in Clause 6.6 (Observer) of this Deed.

“OFAC” means the Office of Foreign Asset Control of the Department of Treasury of the

United States of America.

“Original Debenture Holder” means the initial subscriber to the Debentures.

“Partial Voluntary Redemption Amount” means the amount payable in respect of each



Redemption Premium (Pro-rata) (A); and (iv) all other amounts payable in respect of such


“Partial Voluntary Redemption Date” means the date falling on the expiry of 15 (fifteen)

months from the Pay In Date.

“Partial Voluntary Redemption Event” has the meaning given to the term in Clause 2.3 (a)

(Partial Voluntary Redemption) of Schedule 1 (Terms and Conditions) of this Deed.

“Partial Voluntary Redemption Release Pledged SRs” means such Pledged SRs as proposed

by the Company and approved by the Trustee (acting on Approved Instructions), as are required

to be released to facilitate the raising of further Financial Indebtedness for redemption of the

Debentures pursuant to paragraph 2.3 (Partial Voluntary Redemption) of Schedule 1 (Terms

and Conditions) and whose value does not exceed 1.5x of the outstanding Nominal Value of

14

the Debentures proposed to be redeemed pursuant to a Partial Voluntary Redemption Event.

“Partial Voluntary Redemption Notice” has the meaning given to the term in Clause 2.3 (a)

(Partial Voluntary Redemption) of Schedule 1 (Terms and Conditions) of this Deed.

“Pay In Date” means the date on which the subscription monies are remitted by the Debenture

Holders into the designated account on or prior to the Deemed Date of Allotment.

“Permitted Company SRs” has the meaning ascribed to such term in Clause 7.7 (a) (ii)

(Permitted Company SRs) of this Deed.

“Permitted Investments” has the meaning ascribed to such term in Clause 6.1 (a) (Power to

Make Permitted Investments) of this Deed.

“Permitted Loans” means any financial assistance by way of loans granted by the Company

out of the Cash Balance to: (i) a Secured Trust for meeting its expenses which shall not exceed

2% (two per cent.) of the corpus of the Trust Fund of such Secured Trust provided that the

aggregate principal outstanding amount of all such loans to all Secured Trusts (out of the Cash

Balance) shall not exceed INR 50,00,00,0000 (Indian Rupees fifty crores only) at any given

time; and (ii) one or more portfolio companies provided: (A) such financial assistance shall not

exceed collectively, at any given time, on and from the Deemed Date of Allotment, an aggregate

amount of INR 358,00,00,000 (Indian Rupees three hundred and fifty eight crores only) taking

into account all financial assistance provided to all portfolio companies from the Cash Balance,

(B) such financial assistance granted to any one portfolio company shall not exceed INR

143,00,00,000 (Rupees one hundred and forty three crores only), and (C) in each case, such

financial assistance is not provided to a Person who is a Related Party.

“Permitted Parties” has the meaning ascribed to such term in Clause 18.1 (a) (i) (Disclosure

of Information) of this Deed.

“Permitted Shareholder Payouts” means the payouts to be made by the Company as set out

in Schedule 17 (Permitted Shareholder Payouts).

“Permitted Voluntary Redemption Event” has the meaning ascribed to such term in

paragraph 2.4 (Other Voluntary Redemption) of Schedule 1 (Terms and Conditions) of this

Deed.

“Pledged SRs” means the Initial Pledged SRs, the Further Pledged SRs and any other Company

SRs which are pledged to secure repayment of the Debt in favour of the Trustee in accordance

with the Company Pledge Agreement and this Deed;

“Pledged SR Upside” means the upside amounts (howsoever described under the Trust

Documents) received or to be received by the Company in relation to the Pledged SRs from the

Trusts.

“Potential Event of Default” means any event or circumstance specified in Clause 11 (Events

of Default) which would with the expiry of a cure period be or become an Event of Default.

“Proceedings” shall have the meaning ascribed to such term in Clause 19.2 (Jurisdiction) of

this Deed.

“RBI” means the Reserve Bank of India.

“Realisation Proceeds” has the meaning ascribed to such term in Clause 8 (a) (Realisation of

Trust Properties) of this Deed.

15

“Receivables” means:

(a) the cashflows received on and from the Pay In Date or to be received by the Company

(in its capacity as the holder of the Pledged SRs) including but not limited to all

redemption amounts, upside income, past overdues, interest charges for delayed

payments, indemnities, default interest, damages and/or all other charges, fees,

expenses, costs and yield generated from the Pledged SRs and all other monies in

relation to the Pledged SRs under the terms of the Trust Documents;

(b) all Trust Fees;

(c) all rights, title, interest, benefit, claims and demands whatsoever of the Company in

relation to any and all proceeds, consideration and amounts owing, accrued, payable to

and/or received by or to be received by the Company and which are now/may be due,

owing, payable, belonging to the Company or which may at any time become due,

owing, payable or belonging to the Company, each in relation to the Permitted Loans

(d) all other monies accruing to the Company pursuant to the Secured Trusts other than the

Excluded Amounts.

For avoidance of doubt, it is clarified that “Receivables” shall not include any Excluded

Amounts

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole

or any part of the Secured Assets.

“Record Date” means the date falling 15 (fifteen) calendar days prior to the date on which

Interest is due and payable on the Debentures, or the date of redemption of such Debentures (as

applicable).

“Redemption Date” means: (a) a Scheduled Redemption Date, or (b) an Early Redemption

Date; or the (c) Final Settlement Date, as the case may be.

“Redemption Premium” in respect of each Debenture, means an amount which is the sum of

Redemption Premium (Pro-rata) and where applicable, the Redemption Premium (Make-

whole), in accordance with the Transaction Documents.

“Redemption Premium (Make-whole)” means the amount that is computed as per the

following calculation:

(i) gross amount payable to achieve the IRR set out in the table below, on the relevant

outstanding Debentures, calculated from the Pay In Date until the date falling on the

expiry of 36 (thirty six) months from the Pay In Date, computed as per the IRR

Calculation Method in accordance with the Transaction Documents. It is clarified that

such gross amount shall be calculated after taking into account any redemption of

Debentures (together with payment of relevant amounts) pursuant to any voluntary

redemption pursuant to Clause 2.3 (Voluntary Redemption) of Schedule 1 and assuming

the Interest has been duly paid on the respective due date.

reduced by

(A) the amounts already paid/repaid (or being paid/repaid on such early

redemption) by the Obligors towards Nominal Value of Debentures, Interest

(excluding Default Interest) and Redemption Premium (Pro-rata);

16

and further reduced by

(B) the amount equivalent to prevailing interest rate applicable to India government

securities as represented by the prevailing 1 (one) year rate applicable to Indian

government securities as represented by GIND1YR ticker published by Bloomberg (or

its replacement ticker) on the proposed date of prepayment less 50bps (fifty basis points)

on the Nominal Value of the Debentures being pre-paid for the period commencing from

the proposed date of prepayment until the expiry of 36 (thirty six) months from the Pay

In Date.

For the purpose of this definition, the applicable IRR rate shall be as per the following

table:

Scenario Rate of IRR

In case of any pre-payment within

15 months of the Pay In Date

14.75%


15 months to 36 months of the

Pay In Date (provided that the

Company has redeemed 10% of

the Debentures pursuant to Partial

Voluntary Redemption Event)

14.75%


15 months to 36 months of the

Pay In Date (provided that the

Company has not redeemed 10%

of the Debentures pursuant to

Partial Voluntary Redemption

Event)

14.91%

“Redemption Premium Non-Conditionality Event” means the occurrence of each of the

following conditions on a cumulative basis:

(a) the Company has no Financial Indebtedness outstanding other than the Debt;

(b) the Security Cover Ratio equals or exceeds 4.00x; and

(c) all the security receipts issued by the Secured Trusts have a recovery risk rating in the range

of 150% (one hundred and fifty per cent.) or more by the following recognized credit rating

agencies namely: Brickwork Ratings India Pvt. Ltd; (ii) India Ratings and Research Private

Limited; (iii) ICRA Limited; (iv) CARE Ratings Ltd., and (v) CRISIL Limited.

“Redemption Premium (Pro-rata)” in respect of each Debenture, means the Redemption

Premium (Pro- rata) (A), Redemption Premium (Pro- rata) (B) or Redemption Premium (Pro-

rata) (C), as the case may be.

“Redemption Premium (Pro-rata) (A)” in respect of each Debenture, means the amount

which, when received by the Debenture Holder on the relevant Redemption Date, shall yield

an IRR of 14.75% (fourteen decimal seven five per cent.), computed as per the IRR Calculation

Method in accordance with the Transaction Documents.

“Redemption Premium (Pro-rata) (B)” in respect of each Debenture, means the amount


an IRR of 14.91% (fourteen decimal nine one per cent.), computed as per the IRR Calculation

17


“Redemption Premium (Pro-rata) (C)” in respect of each Debenture, means the amount


an IRR of 15.07% (fifteen decimal zero seven per cent.), computed as per the IRR Calculation


“Register of Beneficial Owners” means the register of beneficial owners of the Debentures

maintained in the records of the relevant Depository.

“Related Party” has the meaning ascribed to the term under the Companies Act.

“Required Security Cover Ratio” has the meaning ascribed to such term in Clause 7.5

(Security Cover Ratio) of this Deed.

“Relative” has the meaning assigned to it under the Companies Act, 2013.

“Resolution Period” has the meaning ascribed to such term in Clause 7.6 (g) (Testing) of this

Deed.

“Response” has the meaning ascribed to such term in Clause 7.6 (f) (Testing) of this Deed.

“Restricted Company SRs” has the meaning ascribed to such term in Clause 7.7 (b) (i)

(Restricted Company SRs) of this Deed.

“Retiring Existing Financial Indebtedness (External)” means the Existing Financial

Indebtedness as set out in Part B of Schedule 8 (Existing Financial Indebtedness), which will

be repaid in accordance with the terms of this Deed.

“Retiring Existing Financial Indebtedness (Group)” means the Existing Financial

Indebtedness as set out in Part C of Schedule 8 (Existing Financial Indebtedness), which will

be partly repaid in accordance with the terms of this Deed.

“Sanctionable Practice” means any Coercive Practice, Collusive Practice, Corrupt Practice,

Fraudulent Practice or Obstructive Practice.

“Sanctioning Body” means any of the United Nations Security Council, the European Union,

the United Kingdom (including Her Majesty’s Treasury) and the United States of America

(including OFAC).

“Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive

measures administered, enacted or enforced by any Sanctioning Body.

“Sanctions List” means the 'Specially Designated Nationals and Blocked Persons' list

maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by Her

Majesty’s Treasury and any similar list maintained by any Sanctioning Body.

“SARFAESI Act” means the Securitisation and Reconstruction of Financial Assets and

Enforcement of Security Interest Act, 2002, as amended from time to time.

“Scheduled Redemption Amount” means in respect of a Debenture being redeemed on a

Scheduled Redemption Date, an amount being the sum of: (i) outstanding Nominal Value of

the Debenture proposed to be redeemed; (ii) accrued but unpaid Interest, Default Interest if any,

(iii) the Redemption Premium Pro Rata (B) - if Partial Voluntary Redemption has taken place;

otherwise the Redemption Premium Pro Rata (C); and (iv) all other amounts payable in respect

18

of that Debenture in accordance with Transaction Documents.

“Scheduled Redemption Date” means the date falling on the expiry of 42 (forty two) months

from the Deemed Date of Allotment, on which date all outstanding Debentures shall be

mandatorily redeemed in full in accordance with the Terms and Conditions.

“SEBI” means the Securities and Exchange Board of India.

“Secured Assets” means the Pledged SRs, the Hypothecated Assets, the Account Assets, any

other asset and/or any other assets over which Security Interest is created or proposed to be

created pursuant to a Transaction Document to secure the Debt or any part thereof.

“Secured Parties” shall collectively mean the Trustee and the Debenture Holders and

Receivers.

“Secured Trusts” means the Trusts which have issued the Pledged SRs.

“Security Cover” means, at any time, an amount which is equal to SC in the following

equation:

SC = FMV of Secured Assets + FMV of Trust Fees +CB.

(i) Where ‘‘FMV of Secured Assets’’ is the net present value (discounted at the Discount

Rate) of all cashflows receivable by the Company (howsoever described in the Trust

Documents) on account of: (A) redemption of the Pledged SRs and the Pledged SR

Upside (where applicable); and (B) repayment of Permitted Loans granted under

paragraph (ii) of the definition of the term ‘Permitted Loans’ to one or more portfolio

companies, less: (a) all Taxes payable by the Company on such cashflows (other than

the income tax attributable to the income from such cashflow); and (b) all material

statutory liabilities payable on such cashflows by the Company;

(ii) Where ‘‘FMV of Trust Fees’’ is 75% (seventy five percent) of the net present value

(using the Discount Rate) of the following:

Trust Fees payable by the Secured Trusts and any other amounts payable by the

relevant Secured Trust to the Company in respect of the security receipts issued by the

Secured Trusts, less:

(a) all Taxes payable by the Company on such Trust Fees (other than the income tax

attributable to such income from the Trust Fees); and

(b) any Excluded Fees payable by the relevant Secured Trusts;

(iii) Where ‘CB’ is the Cash Balance lying to the credit of the Escrow Account subject to

the conditions in paragraph 3.24 (Accounts) of Schedule 3 (Covenants and

Undertakings) of this Deed;

“Security Cover (Company)” means the Security Cover computed based on the expected

cashflows receivable by the Company in relation to the Secured Trusts as determined by the

Company Auditor for the purpose of the Financial Statements.

“Security Cover (Debenture Holder)” means the Security Cover computed based on the

expected cashflows receivable the Company in relation to the Secured Trusts as determined by

the Independent Valuer.

19

“Security Cover (Net)” means the simple average of the Security Cover (Debenture Holder)

and the Security Cover (Company).

“Security Cover Ratio” means the result obtained by dividing the Security Cover by the sum

of: (a) the Nominal Value of each of the outstanding Debentures; (b) accrued but unpaid

Interest; (c) Default Interest; and (d) the Redemption Premium (Pro-Rata) applicable on the

date of calculation in accordance with the Transaction Documents.

“Security Cover Ratio (Company)” means the ratio computed by the Company Auditor,

which is calculated by dividing:

(i) Security Cover (Company); by

(ii) sum of: (A) the Nominal Value of each of the outstanding Debentures; (B) accrued

but unpaid Interest; (C) accrued but unpaid Default Interest; and (D) the Redemption

Premium (Pro-Rata) applicable on the date of calculation in accordance with the


“Security Cover Ratio (Debenture Holder)” means the ratio computed by the Independent

Valuer which is obtained by dividing:

(i) Security Cover (Debenture Holder); by

(ii) sum of: (A) the Nominal Value of each of the outstanding Debentures; (B) accrued

but unpaid Interest; (C) accrued but unpaid Default Interest; and (D) the Redemption

Premium (Pro-Rata) applicable on the date of calculation in accordance with the


“Security Cover Ratio (Net)” means the simple average of the Security Cover Ratio

(Company) and the Security Cover Ratio (Debenture Holder).

“Security Documents” means the following:

(a) this Deed;

(b) the Escrow Accounts Agreement;

(c) the Company Pledge Agreement;

(d) the Deed of Hypothecation;

(e) the powers of attorney issued by the Company in relation to the Company Pledge

Agreement; and

(f) any other document entered into from time to time for creation of, or evidencing the

creation of, any Security Interest for the benefit of the Secured Parties.

“Security Interest” means any mortgage, charge (whether fixed or floating) pledge, lien,

hypothecation, guarantee, assignment, deed of trust, title retention, or other encumbrance of

any kind securing, or conferring any priority of payment in respect of, any obligation of any

Person, including any right granted by a transaction which, in legal terms, is not the granting of

security but which has an economical or financial effect similar to the undertakings or security

net arrangement, any proxy, power of attorney, voting trust agreement, interest, right of pre-

emption, options, right of first offer, refusal or transfer restriction or any lock-in rights in favour

of any Person, and any adverse claim as to title, possession or use.

20

“Senior Management” means, with respect to any Obligor, the Key Managerial Person of such

Obligor.

“SNCD(R)” has the meaning ascribed to such term in paragraph 3.22 (Specified NCDs) of


“Specified Covenants” means the Key Covenants, the Financial Covenants and the obligation

of the Company to procure that the Debentures are listed within 15 (fifteen) days from the

Deemed Date of Allotment pursuant to Clause 2.5 (Listing of Debentures) of this Deed.

“Specified Early Redemption Amount” means in respect of a Debenture being redeemed on

a Specified Early Redemption Event, an amount being the sum of:

(a) outstanding Nominal Value of that Debenture proposed to be redeemed;

(b) accrued but unpaid Interest payable including any Default Interest if any, until the

proposed Specified Early Redemption Event Date;

(c) the relevant Redemption Premium; and

(d) all other amounts payable by the Company in accordance with Transaction Documents.

“Specified Early Redemption Date” has the meaning ascribed to such term in paragraph 2.5

(Specified Early Redemption) of Schedule 1 (Terms and Conditions) of this Deed.

“Specified Early Redemption Event” has the meaning ascribed to such term in paragraph 2.5


“Specified Early Redemption Notice” has the meaning ascribed to such term in paragraph 2.5


“Specified Exposure Limit” means the limit as set out in Schedule 18 (Specified Exposure

Limits) of this Deed.

“Specified NCDs” means non-convertible debentures issued by the Company, and as more

particularly identified in Schedule 12 (Specified NCDs) of this Deed or such non-convertible

debentures permitted to be issued by the Company in accordance with the provisions of this

Deed.

“Specified Voluntary Redemption Event” has the meaning ascribed to such term in paragraph

2.4 (Other Voluntary Redemption) of Schedule 1 (Terms and Conditions) of this Deed.

“Specified Unsubordinated Indebtedness” means any payments to be made by the Company

for the discharge/debt servicing of Financial Indebtedness: (a) that is availed by the Company

by way of a revolving facility from any member of the Group (or their Affiliates) as a temporary

funding which shall in no event exceed an aggregate amount of INR 215,00,00,000 (Indian

Rupees two hundred and fifteen crores only) at any time provided: (X) the rate of interest

payable on such revolving facility does not exceed 16% (sixteen per cent) per annum; and (Y)

such revolving facility shall be availed only after the Retiring Existing Financial Indebtedness

(Group) has been fully repaid; (b) not exceeding principal amount of INR 30,00,00,000 (Rupees

Thirty Crores) (together with applicable interest) currently outstanding from Edelweiss Tokio

Life Insurance Company Limited, a joint venture company; (c) comprising the Retiring Existing

Financial Indebtedness (Group) for an aggregate amount not exceeding a principal amount of

INR 250,00,00,000 (Rupees two hundred and fifty crores only) that shall be discharged upon

receipt of an amount of at least INR 250,00,00,000 (Rupees two hundred and fifty crores only)

21

or more received on and from the Deemed Date of Allotment in a lumpsum amount or in one

or more instalments pursuant to any resolution of an account of a corporate debtor; and (d)

existing and future Specified NCDs.

“Stock Exchange” means BSE Limited and/or NSE Limited.

“Subscription Amount” means the aggregate amount of up to INR 1250,00,00,000 (Rupees

One Thousand and Two Hundred and Fifty Crores only) to be paid by the Debenture Holders

towards subscription of the Debentures.

“Subsidiary” has the meaning ascribed to such term in Section 2(87) of the Companies Act,

2013.

“Subordinated Indebtedness” means any payment obligations of the Company in respect of

any Financial Indebtedness availed by the Company from any member of the Group other than

any Specified Unsubordinated Indebtedness.

“Successor Trustee” has the meaning ascribed to such term in Clause 13 (a) (i) (Resignation

of Trustee) of this Deed.

“Super Majority Resolution” means:


accordance with the provisions as set out under Schedule 2 (Provisions for the meetings of

the Debenture Holders) of this Deed; or


in each case, by a majority of Debenture Holders representing not less than 75% (seventy five

percent) of the aggregate Nominal Value of the outstanding Debentures.

“Super Majority Resolution Items” mean the items set out in Clause 21.1 (c) (Super Majority

Resolution Items) of this Deed which are required to be passed by a Super Majority Resolution.

“Tax” means any and all forms of direct or indirect tax, deduction, levy, duty, fee, surcharge,

cess or other charge of a similar nature including without limitation, goods and service tax,

sales, turn-over, value added, use, consumption, property, income, franchise, capital,

occupational, license, excise and documentary stamps, taxes, service tax and customs and other

duties, assessments, or fees, however imposed, withheld, levied, or assessed by any

Governmental Authority under Applicable Laws of India.

“Tax Certificate” has the meaning set out in Schedule 6 (Conditions Subsequent) of this Deed.

“Tax Deduction” has the meaning ascribed to such term in Clause 16 (Tax Gross Up) of this

Deed.

“Tax Payment” has the meaning ascribed to such term in Clause 16 (Tax Gross Up) of this

Deed.

“Terms and Conditions” means certain terms and conditions to be observed and performed

by the Company in respect of the Debentures as set out in Schedule 1 (Terms and Conditions)

as the same may, from time to time, be modified in accordance with this Deed.

“Testing Date” means has the meaning given to the term in Clause 7.6 (a) (Testing) of this

Deed.

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“Testing Report” means has the meaning given to the term in Clause 7.6 (d) (Testing) of this

Deed.

“Total Debt” means the aggregate of the Financial Indebtedness of the Company including the

Debt, the Specified Unsubordinated Indebtedness, any loans (including working capital loans),

including any capitalised interest, accrued interest, coupon and redemption premium payable

whether or not capitalised excluding Specified NCDs;

“Top-Up” has the meaning given to the term in Clause 7.6 (d) (ii) (Testing) of this Deed.

“Transaction” means any transaction financed by the proceeds of any Debentures.

“Transaction Documents” means:

(a) this Deed;

(b) the Debenture Trustee Agreement;

(c) Information Memorandum;

(d) each Security Document; and

(e) any other document that may be designated as a Transaction Document by the Trustee

and the Company.

“Transaction Security” means the Security Interest and rights created or to be created in terms

of this Deed and other Security Document.

“Trusts” means the trusts established presently or in the future by the Company in accordance

with the SARFAESI Act and the Securitisation Companies and Reconstruction Companies

(Reserve Bank) Guidelines and Directions, 2003 (as amended, modified, and supplemented

from time to time);

“Trust Accounts” means the bank accounts opened by the trustee of each Trust as more

particularly detailed in Schedule 13 (Details of the Trust Accounts).

“Trust Documents” means the relevant documents executed/to be executed in relation to the

Trusts including the trust deed, the assignment agreement, the collection and servicing agency

agreement, disclosure documents and all other agreements, document, arrangements,

undertakings setting out all the rights, obligations and disclosures arising in relation to the

Trusts.

“Trust Fees” means the gross fees, charges and remuneration (without reducing any Taxes)

received or to be received by the Company (in its capacity as the trustee, manager or howsoever

described of the Secured Trusts) including but not limited to any management fee, incentive

fee, breakage cost and/or any other monies under the terms of the Trust Documents inclusive

of Taxes, with respect to each of the Secured Trusts other than the Excluded Fees.

“Trust Funds” means, in respect of a Trust, the contributions, the loans, other financial assets

acquired by such Trust from time to time, the relevant Trust Accounts including all sub-

accounts thereof, all investments made by or in the name of the relevant Trust, if any and shall

include any income and/or realisation and any other assets or property of the relevant Trust.

“Unpaid Sum” means any sum due and payable but unpaid by the Company under the


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“Unpublished Price Sensitive Information” shall have the meaning ascribed to the term

‘unpublished price sensitive information’ under the Insider Trading Regulations.

“Updated Report” has the meaning ascribed to such term in Clause 7.6 (e) (Testing) of this

Deed.

“US” means the United States of America.

“Voluntary Redemption Amount” means the amounts payable upon the occurrence of any

Voluntary Redemption Event, being the sum of: (i) Nominal Value of the outstanding

Debenture; (ii) accrued but unpaid Default Interest, the Redemption Premium; and (iii) any

costs and expenses, as determined by each such Debenture Holder.

“Voluntary Redemption Event” means the occurrence of: (a) the Specified Voluntary

Redemption Event; and/or (b) Permitted Voluntary Redemption Event as set out in paragraph

2.4 (Other Voluntary Redemption) of Schedule 1 (Terms and Conditions).

“Voluntary Redemption Notice” has the meaning ascribed to such term in paragraph 2.4

(Other Voluntary Redemption) of Schedule 1 (Terms and Conditions) of this Deed.

“Warranties” has the meaning ascribed to such term in Clause 10 (a) (i) (Representations and

Warranties of the Company) of this Deed.

1.2 Construction

Unless a contrary indication appears, any reference in this Deed to:

(a) The recitals and Schedules constitute an integral and operative part of this Deed.

(b) Unless the context otherwise requires, reference to a Clause and/or a Schedule is to a

clause and/or schedule of this Deed and reference to a paragraph is to a paragraph of a

Schedule to this Deed.

(c) Headings to Clauses, Schedules and parts and paragraphs of the Schedules are for

convenience only and do not affect the interpretation of this Deed.

(d) Reference to any statute or statutory provision shall include:

(i) all statutory instruments or orders including subordinate or delegated legislation

(whether by way of rules, notifications, bye-laws and guidelines) made from time

to time under that statute or statutory provision (whether or not amended,

modified, re-enacted or consolidated); and

(ii) such provision as from time to time amended, modified, re-enacted or

consolidated (whether before or after the date of this Deed) to the extent such

amendment, modification, re-enactment or consolidation applies or is capable of

applying to any transactions entered into under this Deed and (to the extent

liability thereunder may exist or can arise) shall include any past statute or

statutory provision (as from time to time amended, modified, re-enacted or

consolidated) which the statute or statutory provision referred to has directly or

indirectly replaced.

(e) Reference to any document includes an amendment to that document, but disregarding

any amendment made in breach of this Deed.

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(f) Reference to an “amendment” includes a supplement, modification, novation,

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

(g) Words denoting the singular shall include the plural and vice versa.

(h) Words denoting any gender include all genders.

(i) Reference to the word “include” or “including” shall be construed without limitation.

(j) References to a “person” or “Person” (or to a word importing a person) shall be

construed so as to include:

(iii) individual, sole proprietorship, firm, partnership, limited liability partnership,

trust, joint venture, company, corporation, body corporate, unincorporated

body, association, organisation, any Governmental Authority or other entity or

organisation (whether or not in each case having separate legal personality);

(iv) that person’s successors in title, executors, and permitted transferees and

permitted assignees; and

(v) references to a person’s representatives shall be to its officers, employees, legal

or other professional advisers, sub-contractors, agents, attorneys and other duly

authorised representatives.

(k) Reference to a “Party” to any document includes that Party’s successors, executors and

permitted transferees and permitted assignees, as the case may be.

(l) Words “hereof”, “herein”, “hereto”, “hereunder” and words of similar import when

used with reference to a specific clause in this Deed shall refer to such clause in this

Deed and when used otherwise than in connection with specific clauses shall refer to

this Deed as a whole.

(m) In the computation of periods of time from a specified date to a later specified date, the

words “from” and “commencing on” mean “from and including” and “commencing

on and including”, respectively, and the words “to”, “until” and “ending on” each

mean “to but not including”, “until but not including” and “ending on but not

including” respectively.

(n) Where a wider construction is possible, the words “other” and “otherwise” shall not

be construed ejusdem generis with any foregoing words.

(o) Unless otherwise specified, whenever any payment to be made or action to be taken

under this Deed, is required to be made or taken on a day other than a Business Day,

such payment shall, subject to Applicable Law, be made or action be taken on the

immediately preceding Business Day.

(p) Any consent, approval, determination, waiver or finding to be given or made by the

Trustee, shall be made or given based on the Approved Instructions.

(q) 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.

(r) Any reference to the Trustee shall be a reference to the Trustee in its capacity as the

trustee of the Debenture Holders.

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(s) References to a “fully diluted basis” mean the total of all classes and series of equity

shares outstanding on a particular date, combined with (i) all outstanding warrants,

options and rights exercisable for equity shares or securities convertible into or

exchangeable for equity shares, including, without limitation, the preference shares, the

equity shares and any right of subscription for equity shares and loan stock or any other

instrument evidencing indebtedness issued by a company in conjunction with any issue

of equity shares or an instrument carrying rights to subscribe for or convert into equity

shares but excluding any debt instrument and warrants issued to investors or lenders

who are not shareholders (whether or not by their terms then currently convertible,

exercisable or exchangeable), (ii) convertible securities of all kinds, (iii) any other

arrangements relating to the company’s equity, and (iv) the effect of any anti-dilution

protection regarding previous financings, all on an “as if converted” basis, where “as if

converted” basis means as if such instrument, option or security had been converted,

exercised or exchanged with equity shares.

(t) 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.

(u) Any consent, approval, determination, waiver or finding to be availed from or made by

the Trustee or the Debenture Holders shall mean consent, approval, determination,

waiver or finding, in writing. Any consent or approval of the Trustee, whenever referred

in this Deed shall mean prior written consent or approval of the Trustee. Any consent,

approval, determination, waiver or finding to be availed from or made by the Trustee

or any exercise of rights by the Trustee shall mean consent, approval, determination,

waiver or finding or exercise of such rights, as applicable by the Trustee on the basis of

the Approved Instructions.

(v) Any determination with respect to the materiality or reasonableness of any matter

including of any event, occurrence, circumstance, change, fact, information, document,

authorisation, proceeding, act, omission, claims, breach, default or otherwise shall be

made by the Trustee acting reasonably.

(w) An Event of Default being outstanding or continuing means that it has not been waived

in writing by the Trustee (acting on Approved Instructions).

2. TERMS OF DEBENTURES

2.1 Amount of Debentures

The Debentures constituted and issued in terms of this Deed are senior, secured, listed, rated,

redeemable, non-convertible debentures of the face value of INR 10,00,000 (Rupees ten lakhs

only each for an aggregate nominal value of up to INR 1250,00,00,000 (Rupees One Thousand

and Two Hundred and Fifty Crores only) to be issued (“Nominal Value”).

2.2 Terms

The Debentures shall be subject to the Terms and Conditions.

2.3 Dematerialised form

The Company has entered into depository arrangements with the Depository for the issue of the

Debentures in dematerialised form. The Debentures shall be issued in dematerialized form on

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the Deemed Date of Allotment and credited to the demat account of the Debenture Holders

within 2 (two) Business Days from the Deemed Date of Allotment. The Debenture Holders

shall hold the Debentures in dematerialised form and shall deal with the same as per the

provisions of the Depositories Act, 1996 and the regulations thereunder, the rules and bye-laws

of the Depository and other Applicable Law.

2.4 Minimum Application

Application for subscription to the Debentures must be made for a minimum of 1 (one)

Debenture.

2.5 Listing of Debentures

The Company undertakes to list the Debentures on the wholesale debt market segment of the

Stock Exchange as soon as reasonably practicable and in any event no later than 15 (fifteen)

days from the Deemed Date of Allotment, and shall make an application for the listing of the

Debentures on the Stock Exchange on the Pay-in Date.

2.6 Failure to list Debentures

In case the Debentures are not listed within 15 (fifteen) days of the Deemed Date of Allotment

for any reason whatsoever subject to the cure periods as set out in this Deed, the Company shall,

if required by the Trustee and if permitted by Applicable Law immediately redeem/ buy back

the Debentures and shall reimburse the Secured Parties for any and all accrued but unpaid

Interest, Default Interest, the Redemption Premium, costs and expenses, as determined by each

such Debenture Holder that such Debenture Holder may have incurred in connection with the

investment in the Debentures.

2.7 Credit Rating

The Debentures are rated CRISIL A+/ Stable (pronounced ‘CRISIL A plus Stable’) by the

Credit Rating Agency.

2.8 Purpose

The Subscription Amount shall be utilized by the Company solely towards the following (and

for no other purpose):

(a) full repayment of Retiring Existing Financial Indebtedness (External);

(b) partial repayment of Retiring Existing Financial Indebtedness (Group);

(c) purchase of any security receipts issued to any member of the Group aggregating up to

Rs. 300,00,00,000 (Rupees three hundred crores only);

(d) general corporate purposes; and

(e) payment of all costs, fees and expenses in connection with the issue of the Debentures.

2.9 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.

3. COVENANTS TO PAY

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3.1 Covenant to pay principal

The Company hereby agrees and covenants with the Trustee that it shall, on the Scheduled

Redemption Date, unconditionally pay to, or to the order of, each Debenture Holder in INR,

the aggregate of the Nominal Value of the outstanding Debentures along with all other amounts

due in respect of each Debenture being redeemed on the Scheduled Redemption Date in

accordance with the Transaction Documents.

3.2 Covenant to pay Interest

(a) During each Interest Period, the outstanding Nominal Value of each Debenture shall

bear interest at the Interest Rate for that Interest Period payable on the each Interest

Payment Date.

(b) Interest on the outstanding Nominal Value of each Debenture shall accrue from day to

day, and be prorated on the basis of a 365 / 366 day year (as the case may be) for the

actual number of days in the relevant Interest Period and shall be be payable in arrears

on the Interest Payment Date immediately following the end of that Interest Period. The

Company hereby acknowledges and agrees that there shall be no moratorium period for

the payment of interest.

3.3 Covenant to pay Default Interest

(a) If the Company fails to pay any amount payable by it under a Transaction Document

on its due date, then interest shall accrue on the Unpaid Sum from the due date up to

the date of actual payment (both before and after judgment) at a rate which is 4% (four

per cent.) per annum over and above the Interest Rate (“Default Rate”). The Company

shall pay interest at the Default Rate accruing under this Clause 3.3 (Covenant to pay

Default Interest) (“Default Interest”) compounded on a quarterly basis on the

immediately succeeding Interest Payment Date or on demand by the Trustee, whichever

is earlier.

(b) The Company agrees that the Default Interest is a genuine pre-estimate of the loss likely

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

(c) The obligation of the Company to make payment of the default interest under this

Clause 3.3 (Covenant to pay Default Interest), shall be without prejudice to all other

rights of the Secured Parties under the Transaction Documents, Applicable Laws or

otherwise.

3.4 Covenant to pay on the Early Redemption Dates

(a) The Company hereby agrees and covenants with the Trustee that it shall, on the relevant

Early Redemption Date (other than the Partial Voluntary Redemption Date, the Full

Voluntary Redemption Date and the Specified Early Redemption Date),

unconditionally pay to, or to the order of, each Debenture Holder in INR, the aggregate

of the Nominal Value of each of the outstanding Debentures, accrued but unpaid

Interest, Default Interest and Redemption Premium and all other amounts due in respect

of each Debenture being redeemed on the Early Redemption Date (other than the Partial

Voluntary Redemption Date, the Full Voluntary Redemption Date and the Specified

Early Redemption Date) in accordance with the Transaction Documents.

(b) The Company hereby agrees and covenants with the Trustee that it shall, on the relevant

Partial Voluntary Redemption Date, unconditionally pay to, or to the order of, each

Debenture Holder in INR, the relevant Partial Voluntary Redemption Amount in

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accordance with paragraph 2.3 (Partial Voluntary Redemption) of Schedule 1 (Terms

and Conditions) of this Deed in accordance with the Transaction Documents.

(c) The Company hereby agrees and covenants with the Trustee that it shall, on the Full

Voluntary Redemption Date, unconditionally pay to, or to the order of, each Debenture

Holder in INR the Full Voluntary Redemption Amount in accordance with the


(d) The Company hereby agrees and covenants with the Trustee that it shall, on the

Specified Early Redemption Date, unconditionally pay to, or to the order of, each

Debenture Holder in INR the Specified Early Redemption Amount in accordance with

the Transaction Documents.

3.5 Covenant to pay Redemption Premium

(a) The Company hereby agrees and covenants with the Trustee that it shall, on each

Redemption Date, unconditionally pay to, or to the order of, each Debenture Holder in

INR, the Redemption Premium in accordance with the Transaction Documents. For the

avoidance of doubt, save and except any redemption pursuant to a Partial Voluntary

Redemption Event or Full Voluntary Redemption Event the Company shall have the

obligation to pay the Redemption Premium (Make- Whole) for any redemption of the

Debentures prior to the Scheduled Redemption Date.

(b) Notwithstanding anything to the contrary contained in the Transaction Documents, no

Redemption Premium shall be payable if all of the Redemption Premium Non-

Conditionality Events have been achieved concurrently and cumulatively for a

continuous period of at least 1 (one) year preceding the relevant Redemption Date.

4. CONDITIONS

4.1 Conditions Precedent

(a) The Company shall fulfil the conditions precedent set out in Schedule 5 (Conditions

Precedent) and shall provide to the Trustee with all documents and other evidence listed

therein, in a form and substance satisfactory to the Trustee at least 4 (four) days prior

to the Deemed Date of Allotment.

(b) The Debenture Holders shall only remit the Subscription Amount or part thereof to the

Company in the Escrow Account in relation to the issue of Debentures if,

(i) there exists no Material Adverse Effect;

(ii) no Event of Default or Potential Event of Default is continuing or would result

from the proposed issuance of such Debentures; and

(iii) the Warranties are true and correct in all material respects.

4.2 Conditions Subsequent

The Company shall, and shall procure that each Obligor shall, fulfill the conditions subsequent

set out in Schedule 6 (Conditions Subsequent), and shall provide the Trustee with all documents

and other evidence listed therein, in a form and substance satisfactory to the Trustee within the

time periods set out in Schedule 6 (Conditions Subsequent).

4.3 Waiver of Conditions

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The fulfilment of any conditions precedent or conditions subsequent may be waived or deferred

in writing by the Trustee (only acting in accordance with the Approved Instructions), following

a written request from the Company setting out (a) the condition precedent or condition

subsequent in respect of which the Company seeks a waiver; and (b) the reasons for seeking

such waiver.

5. APPOINTMENT OF THE TRUSTEE AND DECLARATION OF TRUST

5.1 Appointment of Trustee

The Company has appointed SBICAP Trustee Company 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 5.3 (Declaration of trust by the Trustee)

below.

5.2 Authority of the Trustee

(a) In such trust capacity, the Trustee agrees and is authorised:

(i) to execute and deliver for and on behalf of the Secured Parties, the Transaction

Documents and other documents, agreements, instruments and certificates

contemplated by the Transaction Documents which are to be executed and

delivered by the Trustee or as the Trustee shall deem advisable and in the best

interests of the Secured Parties;

(ii) 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 other documents, agreements, instruments and certificates

referred to in Clause 5.2 (a) (Authority of the Trustee);

(iii) without prejudice to the above, allow any bank or other institution providing

safe custody services or any professional provider of custody services to retain

any of those documents in its possession;

(iv) enforce the Security Interest in accordance with the provisions of the

Transaction Documents;

(v) monitor and require, from time to time, compliance by the Obligors with the

terms contained in the Transaction Documents (to which each of them are a

party) and apprise the Debenture Holders of any significant or persistent

defaults committed by the Obligors; and

(vi) subject to the terms and provisions of the Transaction Documents, to take such

other action in connection with the foregoing pursuant to the Approved

Instructions from time to time.

PROVIDED that before taking any action or exercising any right under any Transaction

Document, the Trustee shall seek Approved Instructions, and unless the inaction or non-

exercise of any right immediately by the Trustee would harm the interests of the

Debenture Holders or be in violation of the Applicable Law, the Trustee shall take such

action or exercise such right only upon the receipt of such Approved Instructions. In

the event of any action or inaction by the Trustee, it shall notify the Debenture Holders

as soon as reasonably practicable.

30

(b) Upon the occurrence of an Insolvency Event and the constitution of the committee of

creditors under the IBC, to the extent permitted by Applicable Law, the Debenture

Holders reserve the right to:

(i) attend the meetings of the committee of creditors;

(ii) vote on behalf of themselves to the extent of their voting share; and

(iii) appear before any court, tribunal or Governmental Authority,

in their own capacity or authorise the Trustee in writing to carry out such actions on

their behalf.

5.3 Declaration of Trust by the Trustee

(a) The Company hereby settles in trust with the Trustee a sum of INR 1,000 (Rupees One

Thousand) being the initial corpus (“Initial Contribution”). The Trustee hereby

declares and confirms that it has, simultaneously with the execution of this Deed, kept

apart the Initial Contribution of the trust created in terms of this Deed, to have and hold

the same together with all additions or accretions thereto including the investments

representing the same, subject to the provisions herein contained.

(b) The Trustee hereby declares that in relation to the Debenture Holders, it shall, as the

case may be, hold:

(i) the Initial Contribution;

(ii) the Transaction Security;

(iii) all of its rights under or pursuant to the Transaction Documents and all sums

received by it under the Transaction Documents (save for any sums received

solely for its own account); and

(iv) all monies received by it out of, whether prior to or as a result of enforcement

of the Transaction Security or the exercise of rights and remedies under the

Transaction Documents,

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

contained herein, for due payment and discharge of the Debt.

(c) The Trustee declares that it shall not revoke the trust hereby declared till the Debt is

irrevocably discharged in full as per the Transaction Documents to the satisfaction of

the Trustee (acting on Approved Instructions).

5.4 Compliance with Applicable Law

The Trustee shall be guided in discharge of its duties and exercise of its rights by the Debenture

Trustee Regulations, the Debenture Regulations and the Companies Act.

5.5 Remuneration of Trustee

The Company shall pay to the Trustee, remuneration as mentioned in the Debenture Trustee

Agreement or in any separate fee letter executed with the Trustee.

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6. POWERS AND DUTIES OF THE TRUSTEE

6.1 Power to make Permitted Investments

(a) The Trustee shall, acting on the Approved Instructions, invest (i) the monies referred

to in Clause 8 (Realisation of Trust Proceeds and Appropriation) of this Deed and (ii)

any unclaimed amounts after provision for payment and satisfaction of the Debt in

accordance with this Deed, in the name of the Trustee in any of the investments in

which trust monies can invest under Applicable Law (“Permitted Investments”) 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 bank which has been included in the Second Schedule of the Reserve Bank of

India Act, 1934.

(b) The Trustee shall have the power, at its discretion, to, from time to time, vary the

Permitted Investments and resort to any Permitted Investments for any purpose for

which such proceeds are authorised under this Deed to be expended. Subject as

aforesaid, the Trustee shall stand possessed of the Permitted Investments to hold the

Permitted Investments and income thereof upon the trust and purposes hereinbefore

expressed concerning the monies to arise from any sale, calling in, collection and

conversion of the Debenture Trust Property or any part thereof.

6.2 Power to accumulate Trust Proceeds

(a) If the amount of the monies at any time apportionable under Clause 8 (b)

(Appropriation of Realisation Proceeds) is less than 10% (ten per cent) of the nominal

amount of the Debentures then outstanding, the Trustee may (acting on the Approved

Instructions), at its discretion, invest such monies in any Permitted Investments with

power, from time to time, at its discretion to vary such investments.

(b) The investments with the resulting income thereof may be accumulated until the

accumulations together with any other fund for the time being under the control of the

Trustee and available for the purpose shall amount to a sum sufficient to pay at least

10% (ten per cent) of the nominal amount of the Debentures, and then outstanding and

the accumulations and funds shall be applied in the manner aforesaid.

(c) The Trustee shall not be liable for any loss which may be occasioned by any investment

or variation thereof made by it pursuant to this Clause 6.2 (Power to accumulate Trust

Proceeds) except for the losses arising due to the negligence, wilful misconduct, fraud,

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

6.3 Power to delegate

(a) 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 its officer or officers for the time being.

(b) The Trustee may also, whenever it thinks it is expedient, delegate by power of attorney

or otherwise, to any such officer all 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.

(c) 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.

32

6.4 Power to employ agents

(a) The Trustee may, at its own expense, in carrying out the trust business employ and pay

any Person to transact or concur in transacting any business and do or concur in doing

all acts required to be done by the Trustee including the receipt and payment of monies.

(b) The Trustee shall be entitled to charge and be paid all usual professional and other

charges for business transacted and acts done by it in connection with the trusts hereof

and also its reasonable charges in addition to the expenses incurred by them in

connection with matters arising out of or in connection with these presents.

6.5 Nominee Director

(a) The Debenture Holders and the Trustee shall have a right to appoint a nominee director

on the board of directors of the Company (hereinafter referred to as the “Nominee

Director”) in accordance with Applicable Laws upon the occurrence of:

(i) 2 (two) consecutive defaults in payment of Interest to the Debenture Holders;

(ii) default in creation of Transaction Security in terms of the Transaction

Documents;

(iii) default in redemption of Debentures; or

(iv) any other Event of Default.

(b) The Company shall appoint the Nominee Director forthwith on receiving a nomination

notice from the Trustee (acting upon Approved Instructions).

(c) The Nominee Director shall be appointed on all committees of the board of directors,

unless otherwise agreed by the Trustee (acting on the Approved Instructions).

(d) The Nominee Director shall not be liable to retire by rotation nor required to hold any

qualification shares. The Company shall ensure that the Nominee Director is not and

not deemed to be an “officer in default” or “person in-charge” or “key managerial

personnel” of the Company.

(e) The Nominee Director shall not be personally liable and responsible for day to day

management or affairs of the Company to the public or any Governmental Authority,

or for any inaction, mistake or non-compliance relating to the management of the affairs

of the Company by the Board of Directors or otherwise.

6.6 Observer

(a) The Parties agree that on and from the Deemed Date of Allotment, the Trustee shall

have a right to depute an observer (acting on Approved Instrutions) (the “Observer”)

to attend the meetings of the board of directors in person or telephonically.

(b) The Parties further agree and acknowledge that the Company, at its own costs shall

undertake all such actions including any corporate authorisations and filings, as may

be required under Applicable Law for such appointment.

(c) The Observer shall be entitled to receive notices, agenda, etc. of and attend all general

meetings and Board meetings of the Company of which they are members including

any correspondence with the Governmental Authorities including the RBI.

33

(d) The Observer shall be appointed/removed/ replaced/ substituted by a notice in writing

by the Trustee addressed to the Company which shall (unless otherwise indicated by

the Trustee) take effect as soon as reasonably practicable, upon such a notice being

delivered to the Company.

(e) The Observer shall not be personally liable and responsible for day to day management

or affairs of the Company to the public or any Governmental Authority, or for any

inaction, mistake or non-compliance relating to the management of the affairs of the

Company by the Board of Directors or otherwise.

(f) The Observer shall, at the costs of the Company, have all the rights and privileges as

may be required for the discharge of his responsibilities pursuant to the Transaction

Documents.

(g) Pending the appointment of the Observer by the Trustee, upon the request of the

Trustee, the Company shall provide access to, at its corporate office, all documents as

may be required by the Trustee including the minutes / observations of all the meetings

of the Board within 5 (five) days of the date of the relevant meeting.

(h) The Company, shall bear and promptly reimburse all fees, costs, expenses, operational

charges including any out of pocket expenses incurred by the Observer in relation to

the exercise of any rights, remedies, powers or duties under any Transaction

Documents.

(i) The Observer shall be bound by standard confidentiality obligations and execute a

standard non-disclosure agreement if required by the Company, on mutually agreeable

terms.

(j) The Observer shall not be a Person who is a director or observer on the board of

directors of a Competing Firm.

For the purpose of this Clause, the term “Competing Firm” means: (i) any Person engaged in

the business of securitisation and reconstruction of financial assets and enforcement of security

interests under the SARFAESI Act; or (ii) an Affiliate of the Person mentioned in (i) above; or

(iii) any Person who has entered into any managed account partnership or co-investment

agreement or any other arrangement with similar economic or commercial effect with Persons

specified in (i) or (ii) above for acquiring and/or investing in and/or managing distress assets;

or (d) any Affiliate of any Person specified in (iii) above.

6.7 Consultants and Representatives

(a) The Company agrees and undertakes that the Trustee shall have the right to appoint any

agents, representatives or any other professional advisor in the manner and on such

terms as prescribed by the Trustee for exercising the specific powers available to the

Trustee pursuant to this Deed. Further, the Company agrees that any reasonable costs

and expenses in relation to such appointment shall be borne by the Company and shall

be promptly paid to the Trustee upon demand.

(b) The Company agrees that the Trustee shall have the right to appoint an Independent

Valuer to carry out the functions and actions as expressly contemplated in this Deed to

be performed by the Independent Valuer.

6.8 Duties of the Trustee

In performing its obligations in relation to the Debentures:

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(a) The Trustee shall, subject to these presents, perform its duties and obligations, and

exercise its rights and discretions, in keeping with the trust reposed in the Trustee by

the Debenture Holders, and shall further conduct itself, and comply with the provisions

of the Indian Trusts Act, 1882 and all other Applicable Laws.

(b) The Trustee shall carry out all its obligations, duties and functions as the Trustee in

accordance with Applicable Law and the terms set out in the Transaction Documents

on the Approved Instructions. It is hereby clarified that the Trustee shall seek written

instructions from the Debenture Holders and only upon receipt of Approved

Instructions from the Debenture Holders, shall the Trustee exercise such rights and

perform such duties and obligations referred to in the Transaction Documents.

Notwithstanding such requirement for instructions in writing, the Trustee shall never

take any action inconsistent with the best interests of the Debenture Holders. The

Trustee shall not act contrary to the Approved Instructions.

(c) If the Trustee shall have knowledge of the occurrence or continuance of any Event of

Default or Potential Event of Default, the Trustee shall promptly notify the Debenture

Holders.

(d) The Trustee shall provide the Debenture Holders with information relating to any cure

periods (if any) being availed by the Company under the Transaction Documents and

any steps the Company takes or proposes to take to remedy the Event of Default or

Potential Event of Default, as the case may be.

(e) The Trustee shall promptly provide and notify all Debenture Holders once it receives

any information or documents in relation to any Obligor.

(f) The Trustee shall not do any act, deed or thing which is prejudicial or detrimental to

the interest of the Debenture Holders.

(g) The Trustee shall do any act, deed or thing or refrain from doing any act, deed or thing,

which may be reasonably expected of the Trustee under the given circumstances at that

point in time, in exercise of its rights and to perform its duties and obligations under

this Deed and the other Transaction Documents, including, for the management,

administration, preservation or maintenance of the Security.

(h) The Trustee shall forward notice of any Tax or Security Interest received by the Trustee

in respect of any of the assets over which a Transaction Security has been created or in

respect of the Obligors, to the Debenture Holders.

(i) Except as otherwise provided herein, or in the other Transaction Documents and under

written instructions from the Debenture Holders, monies received by the Trustee

hereunder (or pursuant to the other Transaction Documents) for the benefit of the

Debenture Holders shall be kept segregated from the other assets of the Trustee;

provided however that the Trustee shall not be liable to make payment of any interest

thereon.

(j) The Trustee shall keep copies of all reports and returns delivered to it by the Company

or filed by it on behalf of the Company, at the cost of the Company.

(k) The duties and obligations of the Trustee as set forth in the Companies (Share Capital

and Debentures) Rules, 2014 shall be deemed to be incorporated herein by reference.

7. SECURITY AND UNDERTAKINGS

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7.1 Description of Transaction Security

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

secure the repayment of the Debt, the Company agrees and shall procure that the following

Security Interests shall be created in favour of the Trustee for the benefit of the Secured Parties:

(a) a first ranking sole and exclusive charge by way of hypothecation of the Hypothecated

Assets by the Company pursuant to the Deed of Hypothecation;

(b) a first ranking sole and exclusive charge by way of pledge over the Pledged SRs

pursuant to the Company Pledge Agreement; and

(c) any other Security Interest as may be mutually agreed between the Company and the

Secured Parties.

7.2 Ranking of Transaction Security

The Transaction Security created or to be created in favour of the Trustee (for the benefit of the

Secured Parties) shall at all times be in the nature of a first ranking and exclusive Security

Interest.

7.3 Execution of Security Documents

The Company shall, and shall procure that the other Obligors shall, execute the relevant

Security Documents for creation, or evidencing the creation of, and perfection of Transaction

Security in favour of the Trustee (for the benefit of the Secured Parties) to secure all obligations

in relation to the Debentures in accordance with the terms of the Transaction Documents.

7.4 Filing and Registration

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 each

Obligor shall make, all such filings and registrations (at its own cost and expense) with the

relevant Governmental Authorities and take all other steps necessary to ensure that the Security

Interest created under the Security Documents is created, perfected and maintained in full force

and effect, in each case in accordance and compliance with Applicable Laws.

7.5 Security Cover Ratio

(a) The Company undertakes and shall procure that, at all times, until the Final Settlement

Date, the Security Cover Ratio (Net) shall not be less than 2.00 (“Required Security

Cover Ratio”).

(b) The Parties agree and acknowledge that the Security shall not be released until the Final

Settlement Date notwithstanding the Security Cover Ratio (Net) being in excess of the

Required Security Cover Ratio except in accordance with Clause 7.7 (d) (i) (Permitted

Security Release pursuant to a Partial Voluntary Redemption Event).

7.6 Testing

(a) The Company shall ensure that the Security Cover Ratio shall be tested as of the last

date of each Financial Half Year and as of one additional date per Financial Year falling

on the expiry of any calendar month as notified by the Trustee 15 (fifteen) days prior

to such testing (each, a “Testing Date”).

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(b) The Company shall procure that the Company Auditor, within 10 (ten) days from the

expiry of timelines prescribed under Applicable law for preparation of audited financial

statements of the Company (which is currently 60 days from end of Financial Half Year

as on the date of this Deed), shall provide to the Company, a report prepared by the

Company Auditor in accordance with the generally accepted accounting principles

(GAAP) which sets out the calculation of the Security Cover Ratio (Company) as at

the relevant Testing Date, and in accordance with the format as set out in Schedule 14

(Format of Company Auditor Report). The Company shall then forward the aforesaid

report to the Trustee along with a compliance certificate from the Company in the

format as set out in Schedule 19 (Format of Testing Compliance Certificate).

(c) The Trustee shall within 28 (twenty eight) days from the expiry of timelines prescribed

under Applicable law for preparation of audited financial statements of the Company

(which is currently 60 days from end of Financial Half Year as on the date of this Deed),

ensure that the Independent Valuer acceptable to and appointed by the Trustee

furnishes a report which sets out the calculation of the Security Cover Ratio (Debenture

Holder) as at the relevant Testing Date, and in accordance with the format as set out in

Schedule 15 (Format of the Independent Valuer Report), setting out the calculation of

the Security Cover Ratio (Debenture Holder) maintained as at the relevant Testing

Date. The Company agrees and confirms that it shall provide to and authorise access

by the officers or authorized representatives of the Trustee or Independent Valuer, (as

the case may be), all information, documents, records and shall extend all co-operation,

as may be required by the Trustee or the Independent Valuer for such computation.

(d) The Independent Valuer shall, promptly but no later than 28 (twenty eight) days from

the date the Company submits the report pursuant to paragraph (b) above, to the

Trustee, provide a report (“Testing Report”) which sets out the calculation of the

Security Cover Ratio (Net) as at the relevant Testing Date, and in accordance with the

format as set out in Schedule 19 (Format of Testing Compliance Report) to the Trustee

which shall be forwarded to each Debenture Holder by way of an electronic mail within

no later than 1 (Business Day) of receipt by the Trustee. The Parties agree and

acknowledge that if the Security Cover Ratio (Net) is less than 2 (two), the Company

shall create the following additional Security Interest within 15 days of the Testing

Report:

(i) pledge over additional Company SRs as may be acceptable to the Trustee as

Transaction Security wherein the valuation of such additional Company SRs

shall be in accordance with the methodology adopted for the calculation of the

Security Cover (Debenture Holder) above; and/or

(ii) any other Security Interest over other assets which an Obligor is willing to

provide and is acceptable to the Trustee (acting on Majority Resolution),

wherein the value thereof shall be confirmed and certified by the Independent

Valuer in accordance with general business valuation principles,

so as to ensure that the Security Cover Ratio (Net) is equal to or greater than the

Initial Required Security Cover Ratio (as certified and confirmed by the

Independent Valuer) (a “Top-up”).

For the removal of doubts, the Trustee may in its sole discretion reject the

additional Company SRs offered by the Company pursuant to paragraph (i)

above and require the Company to provide any alternate Company SRs, as

acceptable to the Trustee.

(e) The Company irrevocably undertakes that upon completion of the Top-Up in the

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manner as set out in paragraph (d) above, the Company shall provide the Trustee an

updated report (“Updated Report”) prepared by the Independent Valuer certifying the

Security Cover Ratio (Net) maintained by the Company in relation to the Debentures.

(f) The Parties further acknowledge that upon the receipt of a Testing Report or the

Updated Report, as applicable, the Trustee, acting on the Approved Instructions may

provide a response disputing any provision of the Testing Report or the Updated

Report, as the case may be (“Response”).

(g) The Company agrees and undertakes that upon the receipt of such Response, it shall

discuss with the Trustee to arrive at a consensus in relation to the Response within 30

days of the Response, as the case may be (“Resolution Period”). The Parties agree that

in case of receipt of a Response, the Investment Limit shall be calculated in accordance

with the values agreed between the Parties during this Resolution Period.

(h) In the event the Parties do not arrive at a consensus on the disputed portion of the

Response within the Resolution Period, the Company shall, within 15 (fifteen) days

from the expiry of such Resolution Period:

(i) redeem such Debentures in accordance with the paragraph 2.4 (Other

Voluntary Redemption) of Schedule 1 (Terms and Conditions) of this Deed; or

(ii) provide any security in the form of term deposits, liquid mutual funds, bank

guarantee, cash collateral, or such other Security acceptable to the Trustee

(acting on Approved Instructions) which shall be excluded from sum of the

Nominal Value of each of the outstanding Debentures, accrued but unpaid

Interest, Default Interest and Redemption Premium, with respect to each

outstanding Debenture under Security Cover Ratio.

(i) Without prejudice to anything contained in this Deed or any other Transaction

Document, the Parties hereby agree and acknowledge that no prepayment or

redemption pursuant to this Deed will be considered a valid payment unless

accompanied by all regulatory and other approvals (if required) under Applicable Laws

in connection with such payment to the satisfaction of the Trustee.

7.7 Additional Security

(a) Permitted Company SRs

(i) The Company shall, simultaneously with the submission of the Testing Report

furnish a certificate setting out the Investment Limit for the Investment Period

in respect of such Testing Date to the Trustee in the format as set out in

Schedule 20 of this Deed (Investment Limit Certificate) (such certificate, the

“Investment Limit Certificate”).

(ii) So long as: (i) no Potential Event of Default or Event of Default has occurred

or is continuing; and (ii) the Corporate Guarantee has been executed in a

manner satisfactory to the Trustee, the Company may invest the Cash Balance

available in the Escrow Account during the Investment Period provided that:

(A) the aggregate investments made during the relevant Investment Period do

not exceed the Investment Limit; (B) such Cash Balance is utilized for either

(x) acquisition of further Company SRs and/or for making Permitted Loans

(collectively, “Permitted Company SRs”); or (y) any payout pursuant to

paragraph 3.25 (b) (Permitted Payouts) of Schedule 3 (Covenants and

Undertakings) of this Deed; (C) the Company has submitted the Investment

38

Limit Certificate to the Trustee, along with the Independent Valuer having

submitted the Independent Valuer Report in accordance with Clause 7.6 (c)

(Testing) (in a form and substance satisfactory to the Trustee); (D) other than

in respect of the first Investment Period (which commences on and from the

Deemed Date of Allotment and ends on June 30, 2020), such investment is

made on a date that falls after the expiry of 15 (fifteen) days from the

submission of the report by the Independent Valuer pursuant to Clause 7.6 (c)

above; and (E) if a Response has been provided by the Trustee, all

disputes/disagreement in such Response have been adequately resolved to the

satisfaction of the Trustee.

(iii) The Company hereby further agrees and acknowledges that the value of the

Permitted Company SRs along with the Pledged SRs shall be reviewed by the

Secured Parties on each Testing Date in the manner as set out in Clause 7.6 (c)

(Testing). The Company hereby undertakes that it shall, within 3 (three) days

from the acquisition of the Permitted Company SRs (if in dematerialised form)

and in any event no later than 15 (fifteen) days from such acquisition of the

Permitted Company SRs (if in physical form at the time of such acquisition),

create and perfect a Security Interest (other than filing of Form-CHG 9) by way

of a first ranking exclusive pledge on all such Permitted Company SRs, in a

form and substance satisfactory to the Trustee and execute such documents,

deeds and undertaking and make such filings as may be required by Applicable

Law or by the Trustee to create and perfect a Security Interest by way of a first

ranking exclusive pledge on all such Permitted Company SRs.

(b) Restricted Company SRs

(i) So long as: (i) no Potential Event of Default or Event of Default has occurred

or is continuing; and (ii) the Corporate Guarantee has been executed in a

manner satisfactory to the Trustee, the Company may invest any Cash Balance

available in the Escrow Account during the relevant Investment Period for an

amount exceeding the Investment Limit to acquire further Company SRs only

with the prior approval of the Trustee. In the event the Company proposes to

acquire further Company SRs pursuant to this paragraph (b) (i) (Restricted

Company SRs), it shall submit an investment proposal to the Trustee prepared

and certified by an Independent Valuer, identifying the Company SRs (such

security receipts “Restricted Company SRs”) along with all other relevant

details of such security receipts of Trusts that it proposes to acquire

(“Investment Proposal”).

(ii) If the Investment Proposal is acceptable to the Secured Parties, the Company

shall be permitted to make investments in such Restricted Company SRs.

(iii) The Company further undertakes that where the Investment Proposal is

approved by the Secured Parties, and the Company acquires any Restricted

Company SRs, pursuant to the approved Investment Proposal, the Company

shall, within 3 (three) days from the acquisition of the Restricted Company SRs

(if in dematerialised form) and in any event no later than 15 (fifteen) days from

such acquisition of the Restricted Company SRs (if in physical form at the time

of such acquisition), create and perfect a Security Interest (other than filing of

Form-CHG 9), by way of a first ranking exclusive pledge on all such Restricted

Company SRs, in a form and substance satisfactory to the Trustee and execute

such documents, deeds and undertaking and make such filings as may be

required by Applicable Law or by the Trustee to create and perfect a Security

Interest by way of a first ranking exclusive pledge on all such Restricted

39

Company SRs.

(iv) The Company further undertakes that where the Investment Proposal is

approved by the Secured Parties, and the Company acquires any Restricted

Company SRs, pursuant to the approved Investment Proposal, the Company

shall, within 3 (three) days from the acquisition of the Restricted Company SRs

(if in dematerialised form) and in any event no later than 15 (fifteen) days from

such acquisition of the Restricted Company SRs (if in physical form at the time

of such acquisition), create and perfect a Security Interest (other than filing of

Form-CHG 9), by way of a first ranking exclusive pledge on all such Restricted

Company SRs, in a form and substance satisfactory to the Trustee and execute

such documents, deeds and undertaking and make such filings as may be

required by Applicable Law or by the Trustee to create and perfect a Security

Interest by way of a first ranking exclusive pledge on all such Restricted

Company SRs.

(c) Concentration Limits

(i) Other than as set out in (ii) and (iii) below, the Company shall ensure that at all

times, the amounts invested in the Pledged SRs and the Permitted Loans

attributable to a single Person or entities Controlling it or Controlled by it shall not

exceed INR 358,00,00,000 (Indian Rupees three hundred and fifty eight crores

only) on an aggregate basis at any given time.

(ii) In respect of the entities set out in Schedule 18 (Specified Exposure Limit), the

Company shall ensure that at all times the amounts invested (on and from the

Deemed Date of Allotment) in the Pledged SRs and the Permitted Loans

attributable to a single Person or entities Controlling it or Controlled by it, shall not

exceed the limits set out in Schedule 18 (Specified Exposure Limit) applicable to

each such entity on an aggregate basis.

(iii) The Company shall ensure that in respect of BILT Graphic Paper Private Limited,

the amounts invested at all times in the Pledged SRs and the Permitted Loans

attributable to BILT Graphic Paper Private Limited or entities Controlling it or

Controlled by it, shall not exceed INR 500,50,00,000 (Rupees Five Hundred Crores

and Fifty Lakhs only).

(d) The Transaction Security created over the Secured Assets shall not be released at any

time until the Final Settlement Date other than upon the occurrence of the following

events:

(i) Permitted Security Release pursuant to a Partial Voluntary Redemption

Event

The Parties agree and acknowledge that in the event the Company does not

have sufficient Cash Balance in the Escrow Account to make all payments

pursuant to the occurrence of a Partial Voluntary Redemption Event in

accordance with paragraph 2.3 (Partial Voluntary Redemption) of Schedule 1

(Terms and Conditions) of this Deed, the Company may request the Trustee

and the Trustee may acting on Critical Majority Resolution, consent to release

the Security Interest created by the Company over the Partial Voluntary

Redemption Release Pledged SRs, provided that, the Trustee shall not be

required to give its consent unless it is satisfied that:

(C) the Company shall utilize the Partial Voluntary Redemption Release

Pledged SRs solely to secure further Financial Indebtedness availed by the

40

Company (to the extent of the insufficient Cash Balance in the Escrow

Account) for making payments pursuant to the Partial Voluntary

Redemption Event;

(D) such further Financial Indebtedness obtained by the Company in accordance

with the provisions of this Deed, shall be utilized solely to make all

payments in relation to the Partial Voluntary Redemption Event in

accordance with paragraph 2.3 (Partial Voluntary Redemption) of Schedule

1 (Terms and Conditions) of this Deed, on the same Business Day as when

the Security Interest is released on the Partial Voluntary Redemption

Release Pledged SRs;

(E) Either the proceeds of the proposed Financial Indebtedness are deposited

into the Escrow Account or the Company has put in place an escrow

mechanism to the satisfaction of the Trustee to ensure that the proceeds from

any further Financial Indebtedness shall be credited only to the account of

the Debenture Holders.

(ii) Any release of Security Interest only after receiving the prior written consent

of the Trustee in connection with any Financial Indebtedness to be availed by

the Company to facilitate Permitted Voluntary Redemption Event on such

terms and conditions as may be acceptable to the Trustee.

(iii) For permitting any payouts from the Escrow Account, in accordance with and

pursuant to paragraph 3.25 (Permitted Payouts) of Schedule 3 (Covenants and

Undertakings) of this Deed.

8. REALISATION OF TRUST PROCEEDS AND APPROPRIATION

(a) Realisation of Trust Properties

The Trustee shall hold upon trust the monies received by it in respect of the Trust

Properties (“Realisation Proceeds”) or any part thereof arising out of:

(i) any sale, disposal, transfer, release, calling in, collection or conversion under

the power of sale in relation to any Secured Asset;

(ii) any income, dividends, rent or profits arising in respect of the Debenture Trust

Properties;

(iii) any insurance contracts or proceeds or claims paid under any insurance contract

in relation to the Secured Assets;

(iv) compensation money in respect of any acquisition, requisition or

nationalisation or take-over of the management of the Company as provided in

Clause 8 (c) (Claims for compensation monies);

(v) enforcement or invocation of any guarantee provided by any Corporate

Guarantor;

(vi) enforcement of Transaction Security; and

(vii) any other realisation whatsoever.

(b) Appropriation of Realisation Proceeds

41

(i) All Realisation Proceeds received or recovered by the Trustee from time to time

shall be distributed by the Trustee in the following order of priority:

(A) firstly, in discharging any sums owing to the Trustee, the Account

Bank, and any Receiver or any Delegate;

(B) secondly, in payment of all costs and expenses incurred by the Trustee

or any other Secured Party or any of their Receiver or any Delegate in

connection with any realisation or enforcement of any guarantee or

Transaction Security taken in accordance with the terms of the Security

Documents or exercise of rights under any Transaction Documents;

(C) thirdly, towards payment to the Secured Parties, pari passu, of all

further or Default Interest in case of an Event of Default and liquidated

damages remaining unpaid under the Transaction Documents;

(D) fourthly, towards payment to the Debenture Holders, pari passu, of all

arrears of Interest remaining unpaid on the Debentures held by them;

(E) fifthly, in or towards payment to the Debenture Holders, pari passu, of

all principal amounts owing on the Debentures held by them and the

Redemption Premium and whether such amounts shall or shall not then

be due and payable; and

(F) the surplus (if any) of such monies to the Company or any other

Obligors as the Company may request in writing to the Trustee;

Provided that if the Trustee is of the opinion that it is expedient to do so,

payments may be made on account of principal before the whole or any part of

the Interest due on the Debentures or Default Interest, Redemption

Premium and liquidated damages have been paid off, but such alteration in the

order of payment of principal and Interest herein prescribed shall not prejudice

the right of the Debenture Holders to receive the full amount to which they

would have been entitled if the ordinary order of payment had been observed.

(ii) Clause 8 (b) (Appropriation of Realisation Proceeds) above will override any

appropriation made by any Obligor.

(iii) The Trustee shall not be affected by any notice, express or implied, of the right,

title or claim of any Person to the Realisation Proceeds other than the Debenture

Holders.

(c) Claims for compensation monies

In the event of a Governmental Authority taking over the management of the Company

and/or the entire undertaking of the Company and/or in the event of nationalisation of

the Company or its business or a moratorium being passed or in case the running of the

Business of the Company or its management or control is taken away either as part of

any unemployment relief scheme or for any other reason whatsoever or any Applicable

Law, the Trustee shall be entitled to receive the whole of the compensation to which

the Company shall be entitled and to apply the same or a sufficient portion thereof in

accordance with the provisions set out in Clause 8 (b) (Appropriation of Realisation

Proceeds) and the Debt shall become immediately payable and the Transaction

Security created under the Security Documents shall become enforceable.

42

(d) Receipt by Trustee to be effectual discharge

Upon any dealing or transaction under the provisions herein contained, the receipt by

the Trustee of the proceeds upon any of the Debenture Trust Property or any part

thereof sold or realised and for any other monies paid otherwise howsoever, to it shall

effectually discharge the purchaser or purchasers or person paying the same therefrom

and from being concerned to see to the application or being answerable for the loss or

misapplication or non-application thereof.

9. LIMITATION OF LIABILITIES OF TRUSTEE

In 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:

(a) Reliance on opinion and advice

(i) The Trustee may, in relation to these presents, act on the opinion or advice of

or any information obtained from any solicitor, counsel, advocate, valuer,

surveyor, broker, auctioneer, qualified accountant, or other expert whether

obtained by the Company or by the Trustee or otherwise.

(ii) The Trustee shall not be responsible for any loss occasioned by so acting and

any such advice, opinion or information and any communication passing

between the Trustee and their representative or attorney may be obtained or

sent by letter, email, facsimile transmission, telex or telephonic message and

the Trustee, their representative or attorney shall not be liable for acting on any

advice, opinion or information purporting to be conveyed by any such letter,

email, facsimile transmission, or telephonic message.

(b) Reliance on certificates

(i) Unless otherwise instructed pursuant to the Approved Instructions, the Trustee

shall be at liberty to accept a certificate signed by any one of the directors of

the Company:

(A) as to any act or matter conclusive as sufficient evidence thereof;

(B) that any property or assets are in the opinion of the director so

certifying worth a particular sum or suitable for the Company's

purpose or business, as sufficient evidence that it is worth that sum or

so suitable;

(C) that any particular dealing or transaction or step or thing is in the

opinion of the director so certifying expedient, as sufficient evidence

that it is expedient.

(ii) Unless otherwise instructed pursuant to the Approved Instructions, the Trustee

shall not be bound in any such case to call for further evidence or be responsible

for any loss that may be occasioned by its failing to do so, unless otherwise

required by the Debenture Holders pursuant to a Majority Resolution.

(c) Not bound to exercise any rights or powers

43

Except as mandatorily required by Applicable Law, the Trustee shall not be bound in

any way to exercise any of its rights or powers under the Transaction Documents and

Applicable Law unless authorised by Approved Instructions.

(d) Custody of documents

The Trustee, at its own costs and expenses, shall be at liberty to keep this Deed, the

other Transaction Documents and all other deeds and documents of title relating to any

portion of the Debenture 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, unless

such loss is incurred due to negligence, wilful misconduct, fraud, illegal act, breach of

trust or bad faith of the Trustee.

(e) Not bound to ascertain defaults

Unless (a) the Trustee receives Approved Instructions; (b) required under Applicable

Law; or (c) required under the Transaction Documents, the Trustee shall not be bound

to take any steps to ascertain whether any Event of Default or Potential Event of Default

has occurred.

(f) Not bound to supervise use of application monies

Unless required under Applicable Law or the Transaction Documents, the Trustee shall

not be responsible for the monies paid by the applicants for the Debentures or be bound

to see to the application thereof.

10. REPRESENTATIONS AND COVENANTS

(a) Representations and Warranties of the Company

(i) The Company makes the representations and warranties set out in Schedule 4

(Representations and Warranties) (“Warranties”) to the Trustee and each

Debenture Holder on the date of this Deed.

(ii) Unless specified otherwise in the Warranties, each of the Warranties are

deemed to be repeated by the Company to the Trustee and each Debenture

Holder, by reference to the facts and circumstances then existing, on the Pay In

Date, the Deemed Date of Allotment, each Interest Payment Date and each

Redemption Date until the Final Settlement Date.

(iii) The Company acknowledges that the Warranties, when they are made or

deemed to be made as above, are an integral part of this Deed and each

Debenture Holder has agreed to subscribe or subscribed to the Debentures by

relying on the same.

(iv) Each of the Warranties is separate and independent and none of the Warranties

shall be treated as qualified by any actual or constructive knowledge on the part

of any Debenture Holder or the Trustee or any of their agents, representatives,

officers, employees or advisers.

(v) 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 any Debenture Holder or the Trustee or any of its agents,

44

representatives, officers, employees or advisers.

(b) Representation and Warranties of the Trustee

The Trustee hereby warrants that:

(i) it is duly organised and validly existing under the laws of the jurisdiction in

which it is incorporated and has full power and authority to enter into this Deed

and other Transaction Documents to the extent it is a party thereto and to

perform its obligations under this Deed and other Transaction Documents to

the extent it is a party thereto in accordance with their respective terms;

(ii) this Deed constitutes a legal, valid and binding obligation, enforceable against

it in accordance with its terms;

(iii) there are no pending proceedings for the dissolution, bankruptcy, liquidation,

insolvency or rehabilitation of it whether voluntary or involuntary and to the

best of its knowledge, there are no reasonable grounds on which a petition or

application could be based for winding up or appointment of a receiver;

(iv) it does not beneficially hold any shares in the Company;

(v) it is not a promoter, director or key managerial personnel or any other officer

or an employee of the Company or its Holding Company, Subsidiary or

Associate company;

(vi) it is not beneficially entitled to moneys which are to be paid by the Company

otherwise than as remuneration payable to the Trustee;

(vii) it is not indebted to the Company, or any of its Subsidiaries or Holding

Company or Associate, or any Subsidiary of such Holding Company;

(viii) it has not furnished any guarantee in respect of the principal debts secured by

the Debentures or coupon thereon;

(ix) it does not have any pecuniary relationship with the Company amounting to

2% (two per cent) or more of its gross turnover or total income of INR

50,00,000 (Rupees Fifty Lakhs only) during the 2 (two) immediately preceding

Financial Years or during the current Financial Year;

(x) it is not a Relative of the promoter or any person who is in the employment of

the Company as a director or key managerial personnel; and

(xi) it is not disqualified under Applicable Law to act as a debenture trustee in

connection with the Debentures.

(c) Covenants and Undertakings

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

out in Schedule 3 (Covenants and Undertakings) on the date hereof and at all times

until the Final Settlement Date.

11. EVENTS OF DEFAULT

Each of the events or circumstances set out in the following sub-clauses of this Clause 11

(Events of Default) (other than Clauses 11 (w) (Consequences of Event of Default), 11 (y)

45

(Trustee to be Indemnified), 11 (z) (Fees and Expenses)) and 11 (aa) (Communication with third

party, etc.) is an Event of Default.

(a) Non-payment

Any Obligor does not pay on the due date any amount payable pursuant to a Transaction

Document to which it is a party.

(b) Financial Covenants

Any requirement of paragraph 2 (Financial Covenants) of Schedule 3 (Covenants and

Undertakings) is not satisfied subject to a cure period of 15 (fifteen) days from the date

of its occurrence.

(c) Non-compliance with Terms and Conditions

Any Obligor fails to comply with any Terms and Conditions or does not comply with

any of its obligations under any of the Transaction Documents (other than in relation

to the Specified Covenants) to which it is a party, subject to a cure period of 30 (thirty)

days from the date of notice of its occurrence.

(d) Misrepresentation

Any representation, warranty, covenant, undertaking or certification, confirmation,

information made or repeated by the Company or an Obligor under or pursuant to the

Transaction Documents, including but not limited to any representation or statement

with respect to the Secured Assets or any certificate or statement delivered by the

Company pursuant hereto, is found to have been incorrect or misleading or untrue when

made or deemed to have been made, such that it has a material impact on the ability of

the Company to fulfil its payment obligations under the Transaction Documents,

subject to a cure period of 45 (forty five) days from the date of occurrence of such

misrepresentation provided that such misrepresentation is capable of being remedied.

(e) Cross Default

(i) Any Financial Indebtedness of the Company or an Obligor is not paid when

due within any originally applicable grace period.

(ii) Any Financial Indebtedness of the Company or an Obligor is declared to be or

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

an actual default, event of default or any other similar event (however

described).

(iii) Any commitment for any Financial Indebtedness of the Company or an Obligor

is cancelled or suspended by a creditor of the Company or an Obligor as a result

of an event of default (however described).

(iv) Any creditor of the Company or an Obligor becomes entitled to declare any

Financial Indebtedness due and payable prior to its specified maturity as a result

of an event of default (however described).

(v) The Company or an Obligor is declared a wilful defaulter.

(f) Insolvency

46

(i) The Company or an Obligor is, or if under Applicable Law, is presumed or

deemed to be unable, or admits inability to pay its debts (or any class of them)

as they fall due, suspends making payments on any of its debts or, by reason of

its inability to repay dues to any financial creditor, commences negotiations

with one or more of its financial creditors (or any class of them) with a view to

(i) rescheduling any of its indebtedness; or (ii) in respect of any compromise,

restructuring, settlement or such arrangement with any financial creditor of

such Obligor.

(ii) If the Company or an Obligor commences a voluntary proceeding under any

applicable bankruptcy, insolvency, reorganisation, winding up or other similar

law now or hereafter in effect, or consents to the entry of an order for relief in

an involuntary proceeding under any such law, or consent to the appointment

or taking possession by a receiver, liquidator, assignee (or similar official) for

any or a substantial part of its property.

(iii) Initiation of any actions or proceedings against the Company or an Obligor

pursuant to the any guidelines issued or framework set up by the RBI or any

other Governmental Authority in relation to resolution of stressed assets.

(iv) Initiation of any actions or proceedings against the Company or an Obligor by

the RBI or any other Governmental Authority in relation to the initiation of any

insolvency resolution process against the Company or an Obligor under the

IBC or any other Applicable Laws.

(v) An application in relation to the insolvency resolution process of the Company

or any Obligor has been initiated by a financial creditor of the Company or any

Obligor, as the case may be, under the IBC or any other Applicable Laws or

any proceedings have been filed by such financial creditor in relation to the

same before any Governmental Authority or any court or tribunal or a petition

being presented or analogous proceeding being taken including for the

liquidation, winding up or dissolution of the Company or any Obligor by a

financial creditor.

(vi) An application in relation to the insolvency resolution process or any similar

proceedings have been initiated including for the liquidation, winding up or

dissolution of the Company or any Obligor by an operational creditor of the

Company or any Obligor (as the case may be) for an amount exceeding (i) INR

10,00,00,000 (Rupees ten crores only) in respect of the Company; or (ii) INR

50,00,00,000 (Rupees fifty crores) in respect of any other Obligor, as the case

may be, under the IBC or any other Applicable Laws which is not vacated or

stayed within a period of 10 (ten) days from date of filing of such petition.

(vii) An application in relation to the insolvency resolution process or any similar



Company or any Obligor with respect to a crystallised undisputed liability

aggregating for an amount not exceeding (i) INR 10,00,00,000 (Rupees ten

crores only) in respect of the Company; or (ii) INR 50,00,00,000 (Rupees fifty

crores) in respect of any other Obligor, as the case may be, under the IBC or

any other Applicable Laws which is not vacated or stayed within a period of 10

(ten) days from date of filing of such petition.

(viii) An application in relation to the insolvency resolution process or any similar


47


Company or any Obligor for an amount not exceeding (i) INR 10,00,00,000

(Rupees ten crores only) in respect of the Company; or (ii) INR 50,00,00,000

(Rupees fifty crores) in respect of any other Obligor, as the case may be, under

the IBC or any other Applicable Laws which is not vacated or stayed within a

period of 30 (thirty) days from date of filing of such petition.

(ix) Any analogous procedure or step (to what is set out above) is taken in any

jurisdiction outside India by or against the Company or any Obligor, which in

respect of any insolvency action is not vacated before the earlier of (i) the

maximum time period that exists under applicable law of that jurisdiction for

the admission of such action; or (ii) the time period within which a general

moratorium will become applicable in relation to the relevant Obligor; or (iii)

10 (ten) Business Days from the initiation of such proceeding.

(g) Insolvency proceedings

Any corporate action, legal proceeding or other procedure or step which has resulted

in:

(i) Any suspension of payments, a moratorium of any indebtedness, or

reorganisation (by way of voluntary arrangement, scheme of arrangement or

otherwise) of the Company or any Obligor except any demerger permitted

under any Transaction Document;

(ii) Any financial creditor lawfully taking possession or an insolvency resolution

professional, liquidator, receiver (appointed on behalf of a financial creditor),

or any analogous officer being appointed in respect of the whole or any part of

the property of any Obligor;

(iii) An attachment, sequestration, distress or execution (or analogous process in

any jurisdiction) being levied or enforced upon or issued against of any assets

or property of the Company or any Obligor in any jurisdiction, which has or is

likely to have a Material Adverse Effect in the reasonable opinion of the Trustee

acting on Approved Instructions;

(iv) Declaration of any Obligor as a relief undertaking or commencement of any

moratorium, insolvency resolution process or liquidation process under the IBC

or any other Applicable Laws or any order for winding up, bankruptcy or

dissolution being passed under the IBC or any other Applicable Laws, as may

be applicable;

(v) Enforcement of any Transaction Security over any assets of the Company or

any Obligor or any analogous procedure or step in any jurisdiction; or

(vi) Any analogous procedure or step is taken in any jurisdiction against or in

relation to the Company or any Obligor.

(h) Unlawfulness and Invalidity

(i) It is or becomes unlawful for any Obligor to perform any of its obligations

under the Transaction Documents;

(ii) Any obligation or obligations of any Obligor under any Transaction Documents

are not or cease to be legal, valid, binding or enforceable; or

48

(iii) Any Transaction Document ceases to be in full force and effect or is alleged by

a party to it (other than the Secured Parties) to be ineffective.

(i) Repudiation and Rescission of agreements

Any Obligor rescinds or purports to rescind or repudiates or purports to repudiate a

Transaction Document or evidences an intention (in writing) to rescind or repudiate a

Transaction Document.

(j) Litigation and Final Judgments or Court Orders

Any litigation, arbitration, administrative, governmental, regulatory or other

proceeding or dispute is commenced or pending:

(i) in relation to the Transaction Documents or the transactions contemplated therein

against any Obligor or its assets which has or is likely to have, in the reasonable

opinion of the Debenture Holders pursuant to a Majority Resolution, has or is

likely to have a Material Adverse Effect in the reasonable opinion of the Trustee

acting on Approved Instructions; or

(ii) which adversely affects the Secured Assets, unless the Company is able to cure

any breach in respect of the maintenance of the Required Security Cover Ratio

within 15 days of the relevant Testing Report.

(iii) Any Obligor fails to pay or perform or comply with any final judgment or court

order unless the relevant Obligor has filed an appeal against such judgment or

order.

(iv) Any adverse decision or judgment by any court of law or tribunal or any

Governmental Authority has been issued in relation to any litigation, arbitration,

investigative or administrative proceeding against the Company, the Transaction

Documents or any obligor’s title to any part of the Secured Assets which have a

Material Adverse Effect.

(v) If any of the Governmental Authority including the SEBI and the RBI initiates

any proceedings (by way of prosecution or filing of a chargesheet) against the

Company or their respective promoters or directors (as applicable) under

Applicable Laws which has or is likely to have a Material Adverse Effect in

the reasonable opinion of the Trustee acting on Approved Instructions.

(k) Moratorium on Indebtedness

The Government of India or any relevant Governmental Authority declares a general

moratorium or “standstill” (or makes or passes any order or regulation having a similar

effect) in respect of the payment or repayment of any Financial Indebtedness (whether

in the nature of principal, interest, redemption premium or otherwise) which impacts

the Debentures (and whether such declaration, order or regulation is of general

application, applies to a class of persons which includes any Obligor alone) unless such

moratorium or standstill is vacated or set aside.

(l) Cessation of Business and Expropriation

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

or cease to carry on or to dispose of) all or a material part of its business.

49

(ii) The authority or ability of any Obligor to conduct its business is limited or wholly

or substantially curtailed by any seizure, compulsory acquisition, expropriation,

nationalisation, intervention, restriction or other action by or on behalf of any

Governmental Authority or other person in relation to any Obligor or any of its

assets.

(iii) Any material act of fraud, embezzlement, misstatement, misappropriation or

siphoning off of funds or revenue of any Obligor or any other act having a similar

effect being committed by the management or an officer, employee or agent of

any Obligor.

(iv) Any change in general nature of the business carried out by the Company from

that carried on at the date of this Deed

(m) Material Adverse Effect

Any event or circumstance occurs with respect to the Company or any Obligor which

has had or is likely have a Material Adverse Effect in the reasonable opinion of the

Trustee acting on Approved Instructions.

(n) Revocation of Licences or Authorisations

(i) Any license or Authorisation required by the Company to operate its business

as an asset reconstruction company is revoked, suspended or cancelled or not

renewed within the time prescribed under Applicable Law.

(ii) Any license or Authorisation required by any Obligor to conduct its principal

business is revoked, suspended or cancelled or not renewed within the time

prescribed under Applicable Law.

(o) Security

(i) The Pledged SRs cease to be validly issued;

(ii) 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,

Transaction 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;

(iii) If there is any impairment of any Transaction Security or any part thereof

(whether actual or reasonably anticipated), which causes the Transaction

Security or any part thereof, to be in jeopardy or the Secured Assets are not

capable of being dealt with in any manner including the sale of the Secured

Assets due to any action on the part of the Company adversely affecting the

marketability of such Secured Assets;

(iv) Any Transaction Security created pursuant to, or evidenced by, any Security

Document ceases to inure to the benefit of the Secured Parties;

(v) Acquisition of any Secured Assets by the Company is or becomes invalid,

illegal or unenforceable or the Company has repudiated or terminated (before

the stated termination date thereof) or any other Person has taken any action to

50

challenge the validity or enforceability of such acquisition of the Secured

Assets by the relevant Company,

Provided that where: (A) the value of Secured Assets affected does not exceed INR

600,00,00,000 (Rupees six hundred crores only) (calculated based on the last available

Testing Report); and (B) there has been a breach of the Required Security Cover Ratio

(calculated based on the last Testing Report), the Company shall create and perfect a

pledge over additional Company SRs as may be acceptable to the Trustee as Transaction

Security (wherein the valuation of such additional Company SRs shall be in accordance

with the methodology adopted for the calculation of the Security Cover (Debenture

Holder) above) so as to ensure that the Security Cover Ratio (Net) is equal to or greater

than the Initial Required Security Cover within a cure period of 15 days from the earlier

of: (X) date the Company becomes aware of such event; and (Y) the Trustee notifies

the Company of the occurrence of any such event as set out in paragraphs (i) to (v)

above.

(p) Listing of the Debentures.

(i) The Company fails to get the Debentures listed on the Stock Exchange within

15 (fifteen) days from the Deemed Date of Allotment.

(ii) The Debentures are ceased to be listed, delisted or are suspended for trading

from the Stock Exchange during the tenure of the Debentures for any reason.

(q) Purpose

All or any part of the Subscription Amount is not utilized in accordance with the

Transaction Documents subject to a cure period of 30 (thirty) days from its occurrence.

(r) Trust related matters

(i) The Company is discharged or removed in writing, or discharged and/or

removed in its capacity as the trustee or manager (howsoever described) in

relation to any Secured Trust;

(ii) The holders of any Company SRs in respect of the Secured Trusts initiating or

intending to initiate any action which, at the sole discretion of the Trustee, is

detrimental to the interest of the Secured Parties (including convening any

meeting for revocation of contributions made in relation to the Secured Trusts);

(iii) Any security receipts, notes or securities issued by the Secured Trusts, ranking

in priority (in relation to payments or otherwise) to the Pledged SRs without

the consent of the Trustee;

(iv) The Company resigns or notifies its intent in writing to resign in capacity of the

trustee in relation to any Secured Trust;

(v) The Trust incurs any Financial Indebtedness or creates Security Interest over

the Receivables which is likely to or could adversely affect the Debenture

Holders without the consent of the Trustee in accordance with this Deed; or

51

(vi) The Company deals, assigns, transfers or disposes, in any manner, the Trust

Funds, which is under the control of the Company as on the date of this Deed,

to any Person other than as permitted under the Trust Documents,

Provided that where: (A) the value of Secured Assets affected does not exceed INR

600,00,00,000 (Rupees six hundred crores only) (calculated based on the last available

Testing Report); and (B) there has been a breach of the Required Security Cover Ratio

(calculated based on the last Testing Report), the Company shall create and perfect a

pledge over additional Company SRs as may be acceptable to the Trustee as Transaction

Security (wherein the valuation of such additional Company SRs shall be in accordance

with the methodology adopted for the calculation of the Security Cover (Debenture

Holder) above) so as to ensure that the Security Cover Ratio (Net) is equal to or greater

than the Initial Required Security Cover subject to a cure period of 15 (fifteen) days

from the earlier of: (X) date the Company becomes aware of such event; and (Y) the

Trustee notifies the Company of the occurrence of any such event as set out in

paragraphs (i) to (v) above.

(s) Audit Qualification

The Company Auditor issues any audit qualification in relation to the Financial

Statement or passes any adverse remark with respect to the Financial Statements or the

accounting policies of the Company which has or is likely to have a Material Adverse

Effect in the reasonable opinion of the Trustee acting on Approved Instructions.

(t) Amendment to constitutional documents

Any constitutional document of the Company is amended in any way which materially

impacts the interests of the Debenture Holders without the prior written consent of the

Secured Parties.

(u) Change of Control

Any Change of Control of the Company and/or Corporate Guarantor.

(v) Key Covenants

Any breach in compliance with any obligations of any Obligors pursuant to the Key

Covenants.

(w) Consequences of Event of Default

(i) Upon the occurrence of an Event of Default, the Company shall immediately

inform the Trustee of such occurrence, together with all details related thereto.

The Trustee shall thereafter or upon becoming aware of an Event of Default

immediately notify the Debenture Holders of the occurrence of such Event of

Default in the form set out in Schedule 9 (Request for Approved Instructions

for EOD), requesting Approved Instructions as to whether immediate payment

by the Company of the Debt is required and other actions to be taken in relation

to the Event of Default.

(ii) Upon receipt of Approved Instructions for declaring the Debt due and payable,

whether pursuant to the delivery of the notice under Clause 11 (w)

52

(Consequences of Event of Default) above or otherwise, the Trustee shall

declare all or any part of the Debt to be immediately (or on such dates as may

be specified in the Approved Instructions) due and payable whereupon it shall

become so due and payable, and simultaneously send the Company a notice in

the form set out in Schedule 10 (Form of Acceleration Notice) (“Acceleration

Notice”) requiring the Company to immediately pay all or part of the

outstanding Debt to the Debenture Holders.

(iii) If the Company fails to pay the outstanding Debt in accordance with the

Acceleration Notice, the Trustee shall exercise one or all of the following rights

in accordance with the Approved Instructions:

(A) require the Company to mandatorily redeem the Debentures and repay

all or part of the Debt due and including the principal amount on the

Debentures, along with accrued but unpaid Interest, the Default

Interest, the Redemption Premium, and other costs, charges and

expenses incurred under or in connection with the Transaction

Documents;

(B) enforce the Security Interest created pursuant to the Security

Documents including but not limited to initiating the sale of all the

Pledged SRs in accordance with the Company Pledge Agreement

subject to Applicable Laws;

(C) exercise voting rights in relation to the Pledged SRs;

(D) invoke the Corporate Guarantee and enforce any Transaction Security

towards discharge of the Debt;

(E) transfer, assign or appropriate the amounts lying in the Escrow

Account in relation to the Secured Assets;

(F) appoint one Nominee Director on the board of directors of the

Company in accordance with Applicable Laws; or

(G) appoint a representative on the investment committee of the board of

directors of the Company in the manner as set out in this Deed.

(iv) Notwithstanding anything contained above, upon the occurrence of an Event of

Default as set out in paragraph (p) (i) of Clause 11 (Events of Default), the

Company shall pay a penal interest of atleast 1 % p.a. (one per cent. per annum)

over the Interest Rate from the date falling on the expiry of 30 (thirty) days

from the Deemed Date Of Allotment until the listing of the Debentures.

(x) Board Committee

The Company shall procure that, upon the occurrence of an Event of Default, the

Trustee shall have the remedies as available under Applicable Laws including but not

limited to:

(A) exercise complete control over the Secured Assets and do all things as may be

required in this regard; and

(B) take such other action, or exercise such rights, as the Trustee may deem fit,

53

under Transaction Documents or Applicable Law.

(y) Trustee to be Indemnified

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

this Clause 11 (Events of Default) above, the Trustee shall, on receipt of Approved

Instructions, and without further notice to any Obligor institute proceedings against any

Obligors to enforce repayment of the Debt but it shall not be bound to take any such

proceedings unless:

(i) sufficient monies are advanced by the Debenture Holders to the Trustee for

enforcement of the Transaction Documents and the Security; and

(ii) the Trustee is reasonably indemnified, under separate undertaking in writing, by

the Debenture Holders pursuant to a Majority Resolution.

(z) 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 the Debt including in

relation to:

(i) preservation of the assets (whether then or thereafter existing) of any Obligor;

(ii) preservation or enforcement of Secured Assets or the invocation of the Corporate

Guarantee;

(iii) collection or any repayment of Debt; and

(iv) any litigation, proceeding, steps or action taken, initiated and defended by the

Trustee or any Debenture Holder in connection with (i) to (ii) above,

shall be payable by the Company to the satisfaction of the Trustee.

(aa) Communication with third party, etc.

Upon the occurrence of an Event of Default, the Trustee shall be entitled to

communicate, in any manner as it may deem fit, to or with any person or persons with

a view to receiving assistance of such person or persons in recovering the defaulted

amounts.

12. REDRESSAL OF DEBENTURE HOLDERS GRIEVANCES

The Company shall furnish to the Trustee details of all grievances received from the Debenture

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

Debenture Holder, 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.

13. RETIREMENT & REMOVAL OF TRUSTEE

(a) Resignation of Trustee

(i) The Trustee may, at any time, without assigning any reason and without being

responsible for any loss or costs occasioned thereby, resign as the trustee by

54

providing a written notice of at least 90 (ninety) calendar days in this regard;

provided that it shall continue to act as the Trustee until a successor trustee,

acceptable to the Debenture Holders (acting on Majority Resolution), (“Successor

Trustee”) is appointed by the Company.

(ii) Upon receipt of the notice of resignation from the Trustee, the Debenture Holders

shall acting on Majority Resolution, within 20 (twenty) Business Days of the

resignation, approve another entity to act as the Successor Trustee and notify the

Company of its decision. The Company shall within 5 (five) Business Days of

receipt of notice from the Debenture Holders acting on Majority Resolution, take

all necessary steps to appoint the entity approved by the Debenture Holders acting

on Majority Resolution as the Successor Trustee and complete all necessary

formalities to give effect to such appointment.

(iii) In the event that the Company fails, for any reason whatsoever, to take requisite

steps or actions required to appoint the Successor Trustee in terms of this Clause

13 (Retirement and Removal of the Trustee), the Debenture Holders (acting on

Majority Resolution) may, but without being bound to do so, appoint the Successor

Trustee in accordance with the terms stated and by following the procedure set out

above in this Clause 13 (Retirement and Removal of the Trustee) and shall have all

the rights and powers set out therein. All costs, fees, charges and expenses

whatsoever related to such appointment of the Successor Trustee shall be borne

solely on the account of the Company and the Company shall forthwith reimburse

to the Debenture Holders (acting on Majority Resolution) any amounts expended

by the Debenture Holders (acting on Majority Resolution) in this regard on receipt

of a written notice from the Successor Trustee in this behalf (acting on behalf of

the Debenture Holders (acting on Majority Resolution).

(b) Successor Trustee as the Trustee

On appointment of the Successor Trustee pursuant to paragraph (c) (Removal of the

Trustee) below or paragraph (a) (Resignation of the Trustee) above, all references in

this Deed to the Trustee shall, unless repugnant to the context thereof, mean and refer

to the Successor Trustee and the Successor Trustee shall without any further act or deed

succeed to all the powers and authorities of the Trustee as if it had been originally

appointed as the Trustee.

(c) Removal of Trustee

The Trustee hereof may be removed by the Debenture Holders by a resolution passed

by, or written instructions given by, Debenture Holders representing 75% (seventy five

per cent) of the nominal value of the Debentures then outstanding. The Company shall

appoint such person or persons as may be nominated by Debenture Holders

representing 75% (seventy five per cent) of the nominal value of the Debentures then

outstanding as new Trustee or Trustee hereof who shall accede to all the Transaction

Documents.

(d) Convening meeting of Debenture Holders

For the purposes aforesaid, forthwith upon receipt of the notice of retirement from the

Trustee for the time being hereof or on the occurrence of a vacancy in the office of the

Trustee or Trustee hereof, the Company shall convene a Meeting of the Debenture

Holders. A company, body corporate or a statutory corporation, which is a financial

institution in the public sector, may be appointed to be a Trustee hereof. If there are

55

more than two Trustees appointed hereof, the majority of such Trustees shall be entitled

to exercise the powers, authorities and discretions hereby vested in the Trustee.

14. COSTS AND EXPENSES

(a) Obligation to bear costs and expenses

The Company shall bear and promptly pay the following:

(i) All reasonable fees for services performed by Trustee, all out of pocket, and

travelling expenses and so long as no Event of Default has occurred, other

reasonable costs, charges and expenses in any way incurred 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

limitation, due diligence and costs of investigation of title as may be mutually

agreed;

(ii) all legal fees for drafting, preparation and stamping of this Deed and all other

Transaction Documents, costs, charges and expenses of the external legal counsel

of the Trustee, or of the Debenture Holders and all such sums incurred or paid by

Trustee and the Debenture Holders or any of them in connection with and incidental

to or in connection with these presents including all reasonable transaction and out

of pocket related expenses related to due diligence, documentation and execution

for the issuance of the Debentures regardless of whether the Debentures have been

allotted to the Subscribers in accordance with the terms of the Transaction

Documents;

(iii) all fees, costs and expenses incurred in connection with the enforcement of any

rights hereunder and/or under any other Transaction Document including any cost

incurred in the assertion or defence of the rights of Trustee as such for itself and for

the benefit of the Secured Parties, for the protection and preservation of whole or

any part of the Transaction Security and for the demand, realisation and recovery

of the Debt; and

(iv) all stamp duty, taxes, charges and penalties on any Transaction Documents if and

when the Company or any other Obligor may be required to pay the same according

to the Applicable Laws.

(b) Consequences of failure to pay

If the Company fails in defraying the costs, expenses, charges, duties or fees referred

to in Clause 14 (a) (Obligations to bear costs and expenses) as and when required, the

Trustee may (but is not obligated to) make such payments on behalf of the Company

or other Obligors, 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 per cent) per annum from the end of 5 (five) days’ notice period until the date

such amounts are actually reimbursed by the Company.

56

(c) Debt

All costs and expenses and fees referred to in this Clause 14 (Costs and Expenses)

which are to be borne by the Company shall be part of the “Debt” and shall be a charge

upon the Debenture Trust Property in priority to the charge securing the Debentures.

15. INDEMNITY

(a) General Indemnity

(i) The Company shall, without protest or demur, irrevocably and unconditionally pay,

indemnify, defend and hold harmless, the Debenture Holders and the Trustee, and

each of their attorneys, agents, directors, officers, representatives and advisors

(collectively the “Indemnified Parties”), promptly upon demand at any time and

from time to time, against any and all direct (and not indirect or inconsequential)

losses, liabilities, obligations, damages, judgments, costs, expenses (including,

without limitation, advisors’ fees), claims, fines, penalties, proceedings, actions or

demands, of any kind or nature whatsoever incurred or likely to be incurred by any

of the Indemnified Parties arising out of or in connection with:

(A) the issuance and subscription to or purchase of the Debentures;

(B) illegality or any occurrence of an Event of Default or a Specified Early

Redemption Event;

(C) any stamp duty, registration and other similar Taxes payable in respect

of any Debentures or any Transaction Document at any time;

(D) exercise of any rights or performance of any obligations of the

Indemnified Parties under any Transaction Documents, including

enforcement of any Security;

(E) any delay, omissions, variations, mutilations or other errors in the

transmission of the form of communication and instructions; and

(F) a sale of the Debentures due to non-listing of the Debentures within 15

(fifteen) days of the Deemed Date of Allotment at a price which is

lower than the face value of Debentures till the date of realisation of

proceeds by sale of Debenture Holders.

(ii) The Trustee or Receiver may retain and pay out of any money in its possession all

sums necessary to effect the indemnities contained in this Clause 15 (Indemnity)

and all sums payable by the Company under this Clause 15 (Indemnity) shall form

a part of the Debt.

(iii) Any indemnification payment made by the Company shall be grossed up to take

into account any Taxes, payable by the Indemnified Parties or deductible by the

Company on such payment.

(iv) The indemnification rights of the Indemnified Parties under this Deed are

independent of, and in addition to, such other rights and remedies as the

Indemnified Parties may have at law or in equity or otherwise, including the right

to seek specific performance or other injunctive relief, none of which rights or

remedies shall be affected or diminished thereby.

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(v) The Company acknowledges and agrees that any payments to be made pursuant to

this Clause 15 (Indemnity) are not in the nature of a penalty but merely reasonable

compensation for the loss that would be suffered, and therefore, the Company

waives all rights to raise any claim or defense that such payments are in the nature

of a penalty and undertakes that it shall not raise any such claim or defense.

16. TAX GROSS UP

16.1 Definitions

In this Clause 16 (Tax Gross Up):

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment

under a Transaction Document, other than a FATCA Deduction.

“Tax Payment” means a payment made by the Company to a Secured Party under Clause 16.3

(Tax Indemnity).

Unless a contrary indication appears, in this Clause 16 (Tax Gross Up) a reference to

“determines” or “determined” means a determination made in the absolute discretion of the

person making the determination.

16.2 Tax Gross-up

(a) All payments to be made by the Company to a Secured Party under the Transaction

Documents shall be made free and clear of, and without any Tax Deduction unless the

Company is required to make a Tax Deduction.

(b) The Company shall, promptly upon becoming aware that it must make a Tax

Deduction, or that there is any change in the rate or the basis of a Tax Deduction, notify

the relevant Secured Party accordingly. Similarly, the relevant Secured Party shall

notify the Company on becoming so aware in respect of a payment payable to that

Secured Party.

(c) If the Company is required to make a Tax Deduction, it shall make that Tax Deduction

and any payment required in connection with that Tax Deduction within the time

allowed and in the minimum amount required by Applicable Law. The Debenture

Holders shall provide such documents and information including the income tax

registration details and tax remittance letter, as may be reasonably requested by the

Company from time to time in connection with this Clause 16.2 (Tax Gross- up).

(d) If a Tax Deduction is required by Applicable Law to be made by the Company in

respect of any payments to be made by it to a Debenture Holder, the amount of the

payment due from the Company shall be increased to an amount which leaves an

amount equal to the payment which would have been due if no such Tax Deduction

had been required.

(e) Within 120 (one hundred and twenty) days or any other period as may be prescribed

under Applicable Law of making either a Tax Deduction or any payment required in

connection with that Tax Deduction, the Company making that Tax Deduction or

payment, shall deliver to the Secured Party evidence reasonably satisfactory to such

Secured Party that the Tax Deduction has been made or (as applicable) any appropriate

payment paid to the relevant taxing authority.

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16.3 Tax Indemnity

(a) Without prejudice to Clause 16.2 (Tax Gross-up), if the Secured Parties are required to

make any payment of, or on account of, Tax on or in relation to a Tax Deduction or in

relation to any sum received or receivable under the Transaction Documents (including

any sum deemed for purposes of Tax to be received or receivable by such Secured Party

whether or not actually received or receivable) or if any liability in respect of any such

payment is asserted, imposed, levied or assessed against the Secured Party, the

Company shall, within no later than 10 (ten) days of demand of such Secured Party,

promptly indemnify, without protest or demur, the relevant Secured Party which suffers

a loss or liability as a result against such payment or liability, together with any interest,

penalties, costs and expenses payable or incurred in connection therewith as determined

by the Secured Party. The Debenture Holders / Trustee shall, to the extent reasonably

practicable, inform the Company in writing prior to incurring any such cost or expense

such that the Company has the opportunity to defend itself and contest any such claims

or liability and the Debenture Holders / Trustee shall, to the extent reasonably

practicable, provide such documents as may be reasonably requested by the Company

in connection with such liability and (ii) this Clause 16.3 (Tax Indemnity) shall not

apply to:

(i) any Tax imposed on and calculated by reference to the net income actually received

or receivable by the Secured Parties (but, for the avoidance of doubt, not including

any sum deemed for purposes of Tax to be received or receivable by the Secured

Parties but not actually receivable) by the jurisdiction in which such Secured Party

is incorporated; or

(ii) any Tax imposed on and calculated by reference to the net income of the Secured

Party actually received or receivable by such Secured Party (but, for the avoidance

of doubt, not including any sum deemed for purposes of Tax to be received or

receivable by the Secured Parties but not actually receivable) by the jurisdiction in

which such Secured Party is located; or

(iii) a FATCA Deduction required to be made by a Party.

(b) If a Secured Party makes a claim under paragraph (a) above, it shall notify the Company

of the event giving rise to the claim.

(c) The Company further irrevocably and unconditionally represents, warrants and

confirms to the Trustee that for the purposes of Section 281 of the Income Tax Act,

1961 and Section 81 of the Central Goods and Services Tax Act, 2017, the Company

has satisfactorily paid all its dues as on date for or on account of income tax due and

payable to the Governmental Authority, and as such there are no outstanding dues

payable by the Company to any Governmental Authority for or on account of income

tax except those that are being contested in good faith aggregating up to such amount

as disclosed in the Tax Certificate, as of the Deemed Date of Allotment.

(d) The Company has not received any notice or intimation till date of any Taxes or any

other sums due and payable by the Company to any Governmental Authority; and/ or

any proceedings pending and/ or initiated or threatened in writing against the Company

for or on account of any taxes or any other sums, which may be due and payable by the

Company to any Governmental Authority except those that are being contested in good

faith aggregating up to such amounts, as of the Deemed Date of Allotment as disclosed

in the Tax Certificate.

(e) The Company hereby indemnifies and undertakes to irrevocably and unconditionally

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indemnify the Secured Parties and keep the Secured Parties indemnified without protest

or demur for any actual direct (and not indirect or consequential)expenses, costs, losses,

claims, actions, damages arising out of or in connection with any inaccuracy or breach

of any representation or warranty contained in this Clause 16.3 (Tax Indemnity) or non-

receipt of any no-objection certificate from the Assessing Officer under Section 281 of

the Income Tax Act, 1961 which has an adverse impact on the Secured Assets, or by

virtue of any notice being enforced against the Company rendering the Company

incapable of making any payment to the Secured Parties. Provided however, the terms

of this paragraph (e) of Clause 16.3 (Tax Indemnity) shall not apply against any actions,

proceedings, claims, demands, judgments, costs, charges, liabilities and expenses

incurred by any Secured Party arising directly from, and solely on account of its own

gross negligence, wilful misconduct, fraud or illegal act and the Company shall not be

liable on any theory of liability for any consequential, indirect or punitive damages

under this Clause 16.3 (Tax Indemnity) or under any provision of this Deed.

16.4 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and

any payment required in connection with that FATCA Deduction, and no Party shall

be required to increase any payment in respect of which it makes such a FATCA

Deduction or otherwise compensate the recipient of the payment for that FATCA

Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA

Deduction (or that there is any change in the rate or the basis of such FATCA

Deduction), and in any case at least 3 (three) Business Days prior to making a FATCA

Deduction, notify the Party to whom it is making the payment and, on or prior to the

day on which it notifies that Party in addition, shall also notify the Company, the

Trustee and the other Secured Parties.

16.5 Indirect Tax

(a) All consideration expressed to be payable under a Transaction Document by the

Company to the Secured Party shall be deemed to be exclusive of any Indirect Tax.

(b) Where a Transaction Document requires the Company to reimburse a Secured Party for

any costs or expenses, the Company shall also at the same time pay and indemnify the

Secured Party, without protest or demur against any Indirect Tax incurred by such

Secured Party in respect of the costs or expenses to the extent the Secured Party

reasonably determines that it is not entitled to credit or repayment in respect of the

Indirect Tax.

17. NOTICES

17.1 Communications in Writing

Any communication to be made under or in connection with the Transaction Documents shall

be made in writing and, unless otherwise stated, may be made by fax or letter or, under Clause

17.6 (Electronic Communication), by email.

17.2 Addresses

The address and fax number and (if applicable) email address (and the department or officer, if

any, for whose attention the communication is to be made) of each Party for any communication

or document to be made or delivered under or in connection with the Transaction Documents

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is:

(a) in the case of the Company, that identified with its name below; and

(b) in case of the Trustee, that identified with its name below.

17.3 Delivery

(a) Any communication or document made or delivered by one person to another under or

in connection with the Transaction Documents will only be effective, if sent:

(i) by way of fax, when received in legible form; or

(ii) by way of letter, when it has been left at the relevant address or 2 (two) Business

Days after being deposited in the post postage prepaid in an envelope addressed to

it at that address; or

(iii) by way of email, if it complies with the rules set out in Clause 17.6 (Electronic

Communication),

and, if a particular department or officer is specified as part of its address details

provided under Clause 17.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Trustee, will be

effective only when actually received by the Trustee (or any substitute department or

officer as the Trustee shall specify for this purpose).

(c) Any communication or document which becomes effective, in accordance with Clause

17.3 (a) (Delivery) and 17.3 (b) (Delivery) above, after 5:00 (five) p.m. in the place of

receipt shall be deemed only to become effective on the following day.

17.4 Notification of Address and Fax Number

Promptly upon receipt of notification of an address and fax number or change of address or fax

number pursuant to Clause 17.2 (Addresses) or changing its own address or fax number, a Party

shall notify the other Party.

17.5 English Language

(a) Any notice given under or in connection with any Transaction Document must be in

English.

(b) All other documents provided under or in connection with any Transaction Document

must be:

(i) in English; or

(ii) 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.

17.6 Electronic Communication

(a) Any communication to be made between the Parties under or in connection with the

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Transaction Documents may be made by electronic mail or other electronic means, if

the Parties:

(i) agree that, unless and until notified to the contrary, this is to be an accepted

form of communication;

(ii) notify each other in writing of their electronic mail address and/or any other

information required to enable the sending and receipt of information by that

means; and

(iii) notify each other of any change to their address or any other such information

supplied by them.

(b) When a Party includes an email address as part of the “administration details” it

provides to the other Party from time to time in connection with the Transaction

Documents, such Party shall be deemed to have agreed to the receipt of

communications from the other Party by electronic mail to such address.

(c) Any electronic communication made between the Parties shall be effective only when

actually received in readable form and, in the case of any electronic communication

made by the Trustee only, if it is addressed in such a manner as the recipient shall

specify for this purpose.

(d) A Party shall notify the affected other Party promptly upon becoming aware that its

electronic mail system or other electronic means of communication cannot be used due

to technical failure (if such failure is likely to last for more than 24 (twenty four) hours).

Until that Party has notified the other affected Party that the failure has been remedied,

all notices between those parties shall be sent by fax or letter in accordance with this

Clause 17 (Notices).

18. DISCLOSURE

18.1 Disclosure of Information

(a) To the extent such information does not constitute Unpublished Price Sensitive

Information, the Secured Parties may deliver copies of the Transaction Documents

and/or disclose any information received by them under or pursuant to any Transaction

Document and any other information about any Obligor as the Secured Parties shall

consider appropriate in accordance with Applicable Laws to:

(i) any Affiliate of such Secured Party (together with such Secured Party, the

“Permitted Parties”);

(ii) professional advisers, auditors, insurers, insurance brokers and service

providers of a Permitted Party on a need to know basis who are under a duty of

confidentiality to a Permitted Party;

(iii) whom information is required to be disclosed by any court or tribunal of

competent jurisdiction or any governmental or regulatory authority or similar

body, or pursuant to any Applicable Law or regulation (including, without

limitation, any information utility);

(iv) any hedge counterparty or any actual or potential participant, assignee or other

transferee in relation to a Secured Party’s rights and/or obligations under any

agreement (or any of its agents or professional advisers) on a need to know

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basis;

(v) any rating agency or direct or indirect provider of credit protection to a

Permitted Party (or its brokers);

(vi) any actual or potential sub-participant (of its obligations, economic interest,

synthetic transfer or other interest under any Transaction Document or the

Debentures) in relation to any of that Permitted Party’s rights and/or obligations

under any agreement (or any agent or adviser of any of the foregoing);

(vii) any actual or potential purchaser or transferee of the Debentures;

(viii) any person for the purpose of giving effect to the transactions as contemplated

herein (including, without limitation, such information as is requested or

required by agent, correspondent, intermediary or beneficiary banks for the

purpose of effecting payment or transfers of funds) who are under a duty of

confidentiality to a Permitted Party;

(ix) any host server and storage provider of the Permitted Party in any jurisdiction

for the purpose of processing transactions and storing statements of accounts,

advices, transaction records and other documents, data or records on which the

Company’s name or other particulars appear who are bound by a duty of

confidentiality to the Permitted Party;

(x) any court or tribunal or regulatory, supervisory, governmental or quasi-

governmental authority with jurisdiction over the Permitted Parties, or any

party as required by law, regulation or directive (including, without limitation,

any information utility);

(A) if required to do so under any Applicable Law or regulation (including,

but not limited to any regulation applicable for the prevention of

money laundering and/or countering the financing of terrorism);

(B) to any Obligor.

(b) For the purpose of this Clause 18 (Disclosure) a "person" includes any individual, firm,

company, corporation, government, state or agency of a state or any association, trust,

joint venture, consortium, partnership or other entity (whether or not having separate

legal personality).

18.2 Regulatory Disclosure

(a) The Company agrees and gives consent to the disclosure by any Secured Party of all or

any:

(i) information and data relating to the Company;

(ii) the information or data relating to the Debentures or the Debt and the Company’s

obligations in under the Transaction Documents; and

(iii) default, if any, committed by the Company in discharge of any obligation under

the Transaction Documents,

as the Secured Party may deem appropriate and necessary, to disclose and furnish to

CIBIL, any information utility formed under Applicable Law and any other agency

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authorized in this behalf by the RBI or any other Governmental Authority.

(b) The Company further declares that the information, data and documents (including

faxed copies and by electronic means) furnished by the Company to any Debenture

Holders or the Trustee or any of its consultants and advisors is/shall be true, correct,

complete and the copies conform in all respects to the originals and further undertakes

and declares that:

(i) CIBIL, SEBI, RBI, any information utility formed under Applicable Law and

any other agency so authorized may use, process the said information and data

disclosed by any Secured Party in the manner as deemed fit by them; and

(ii) CIBIL, any information utility formed under Applicable Law and any other

agency so authorized may furnish for consideration, the processed information

and data or products thereof prepared by them to banks/financial institutions and

other credit grantors or registered users, as may be specified by the RBI in this

behalf.

(c) Upon the occurrence of any Event of Default, any Secured Party may disclose the name

of the Obligors and the directors of the Company as defaulters to the RBI, CIBIL, any

credit information registered with the RBI any information utility formed under

Applicable Law, or any other credit information bureau. The Company acknowledges

and also hereby provides its consent to the Secured Parties, RBI, CIBIL or any other

credit information bureau to publish its name and the names of its directors as defaulters

in such manner and through such medium as the Secured Parties, RBI, CIBIL or any

other credit information bureau may in their absolute discretion think fit.

18.3 Other Conditions

(a) This Clause 18 (Disclosure) shall not be deemed to constitute, an express or implied

agreement by the Secured Parties with the Company for a higher degree of

confidentiality than that prescribed by Applicable Law, if any.

(b) This Clause 18 (Disclosure) supersedes any previous confidentiality undertaking given

by a Secured Party in connection with the Debentures.

19. GOVERNING LAW AND JURISDICTION

19.1 Governing law

This Deed shall be governed by Indian law.

19.2 Jurisdiction

(a) The courts and tribunals of New Delhi shall have exclusive jurisdiction to settle any

dispute arising out of or in connection with this Deed (including a dispute regarding the

existence, validity or termination of this Deed) (a “Dispute”).

(b) The Company agrees that the courts and tribunals of New Delhi

(c)

(d) are appropriate and convenient courts and tribunals to settle Disputes and accordingly

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the Company shall not argue to the contrary.

(e) This Clause 19.2 (Jurisdiction) is for the benefit of the Secured Parties only. As a result,

the Secured Parties shall not be prevented from taking proceedings relating to a Dispute

in any other courts and tribunals with jurisdiction. To the extent allowed by Applicable

Law, the Secured Parties may take concurrent proceedings in any number of

jurisdictions.

(f) For the avoidance of doubt, the Secured Parties shall be entitled to enforce their rights

under the Transaction Documents including, their rights in relation to the Secured

Assets and to seek any and all remedies under the Applicable Law prevailing in India

from time to time including, without limitation, the remedies under the SARFAESI

Act, 2002.

19.3 Waiver of Immunity

The Company waives generally all immunity it or its assets or revenues may otherwise have in

any jurisdiction, including immunity in respect of:

(a) the giving of any relief by way of injunction or order for specific performance or for

the recovery of assets or revenues; and

(b) the issue of any process against its assets or revenues for the enforcement of a judgment

or, in an action in rem, for the arrest, detention or sale of any of its assets and revenues.

19.4 Waiver of Consequential Damages

In no event shall the Secured Parties or any of their representatives be liable on any theory of

liability for any special, indirect, consequential or punitive damages and the Company hereby

waives, releases and agrees not to sue upon any such claim for any such damages, whether or

not accrued and whether or not known or suspected to exist in its favour.

20. LIABILITY TO SECURED PARTIES FOR DEFICIENCY

The Company shall remain liable to the Secured Parties for any deficiency occurring, arising or

existing under the Transaction Documents.

21. MISCELLANEOUS

21.1 Amendments

(a) Amendments

Subject to paragraphs (b), (c) and (d) of this Clause 21.1 (Amendments) below, this

Deed may be amended only by an instrument in writing signed by duly authorised

representatives of the Company and the Trustee (acting on Approved Instructions).

(b) Critical Majority Resolution Items

An amendment or waiver that has the effect of changing or any action which relates to

(each of the items specified in Clauses 21.1 (b) (i) to 21.1 (b) (vi) (Critical Majority

Resolution Items) below will be referred to individually as a “Critical Majority

Resolution Item” and collectively, as the “Critical Majority Resolution Items”):

(i) any change in or addition to the Obligors (excluding such change that is already

65

permitted in the Transaction Documents);

(ii) the rate of Interest;

(iii) the release of Security Interest other than the release or modification of the terms

of the Corporate Guarantee;

(iv) extension of the Scheduled Redemption Date and any Interest Payment Date;

(v) change, waiver of, or any modification to the Redemption Premium;

(vi) the provisions of this Clause 21.1 (b) (Critical Majority Resolution Items),

shall not be made without the prior written consent of the Debenture Holders pursuant

to the Critical Majority Resolution.

(c) Super Majority Resolution Items


(each of the items specified in Clauses 21.1 (c) (i) to 21.1 (c) (v) (Super Majority

Resolution Items) below will be referred to individually as a “Super Majority

Resolution Item” and collectively, as the “Super Majority Resolution Items”):

(i) amendment to the Transaction Documents;

(ii) removal of the Trustee;

(iii) exoneration of liability of the Trustee

(iv) appointment of a new debenture trustee; and/or

(v) the provisions of this Clause 21.1 (c) (Super Majority Resolution Items),

shall not be made without the prior written consent of the Debenture Holders pursuant

to a Super Majority Resolution.

(d) Majority Resolution Items


(each of the items specified in Clauses 21.1 (d) (i) to 21.1 (d) (iv) (Majority Resolution

Items) below will be referred to individually as a “Majority Resolution Item” and

collectively, as the “Majority Resolution Items”):

(i) acceleration of the Debentures upon the occurrence of an Event of Default or on

an Early Redemption Date, as the case may be;

(ii) initiation of any process with respect to the commencement of any restructuring,

resolution and/or any insolvency process with respect to the Obligors in

accordance with Applicable Laws;

(iii) execution of amendments, modifications, supplements, waivers and any other

documents with respect to the Transaction Documents; and

(iv) any other matter save and except the Critical Majority Resolution Items and the

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Super Majority Resolution Items,

(v) shall not be made without the prior written consent of the Debenture Holders

pursuant to a Majority Resolution.

21.2 Further Assurances

The Company shall, and shall procure that each other Obligor shall, at its own cost and expense,

promptly upon receiving a request from the Trustee:

(a) execute such further writings and take all such further actions as may be necessary for

creating the Security Interest over the Secured Assets or over any assets provided in

lieu thereof;

(b) execute all transfers, conveyances, assignments, assurances and other instruments of

security 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 Transaction Security under the Security Documents;

(c) provide all information as may be required by the Trustee for making all requisite

filings in relation to the Security Interest created under the Deed of Hypothecation with

the Central Registry set up under The Security Interest (Enforcement) Rules, 2002;

(d) otherwise do all things that the Trustee may, or shall on receipt of Approved

Instructions, specify for the purpose of complying with any obligations under any

Transaction Document.

21.3 Successors and Assigns

The Company shall not assign or transfer all or any of its rights or obligations under this Deed

except with the prior written consent of the Trustee. The Trustee shall (subject to written

consent of the Debenture Holders pursuant to a Majority Resolution) be entitled to freely assign

its rights under this Deed to any person without the prior consent of the Company.

21.4 Effectiveness and Survival

(a) This Deed shall be effective on and from the date first hereinabove written and shall be

in force till the Final Settlement Date.

(b) The provisions of Clause 15 (Indemnity), Clause 16.3 (Tax Indemnity), Clause 17

(Notices), Clause 19 (Governing Law and Jurisdiction), to the extent relevant or

applicable, shall survive the termination of this Deed.

21.5 Waivers

(a) No implied waiver or impairment

No delay or omission of the Trustee in exercising any right, power or remedy accruing

to it upon any default hereunder shall impair any such right power or remedy or be

construed to be a waiver thereof or any acquiescence in such default, nor shall the action

or inaction of the 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 remedy

preclude any further exercise thereof or the exercise of any other right, power or

remedy.

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(b) Express waiver

A waiver or consent granted by the Trustee, acting on Approved Instructions, under this

Deed will be effective only if given in writing (after receiving the Approved

Instructions) and only in the instance and for the purpose for which it is given.

(c) 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.

21.6 Set-off

Subject to Applicable Law, until such time as the Debt remain outstanding, in addition to all

liens upon, and rights of set off against the monies, securities or other property of the Company

given to any Secured Party by Applicable Law, each Secured Party shall have a lien upon and

a right of set off against, all monies, securities and other property of the Company now or

hereafter in the possession of or on deposit with such Secured Party, whether held in a general

or special account or deposit, or for safe keeping or otherwise; and every such lien and right of

set off may be exercised without demand upon or notice to the Company, as the case may be.

No lien or right of set off shall be deemed to have been waived by any act or conduct on the

part of any Secured Party, or by any neglect to exercise such right of set off or to enforce such

lien, or by any delay in so doing and every rights of set off and lien shall continue in full force

and effect until such rights of set off or lien is specifically waived or released by an instrument

in writing executed by such Secured Party. In case any Debenture Holder exercises the right of

set–off under this Clause 21.6 (Set-Off), it shall share the proceeds received by it upon exercise

of such right with all the other Debenture Holders on a pari passu basis.

21.7 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 unenforceable in any respect under any Applicable Law, the validity, legality

and enforceability of the remaining provisions hereof shall not be in any way be affected or

impaired thereby nor the validity or enforceability in other jurisdictions of that or any other

term or provision shall be in any way affected or impaired.

21.8 Counterparts

The Deed may be executed in any number of counterparts, each of which shall constitute an

original and all of which together shall constitute one and the same instrument. Delivery of an

executed counterpart of the signature page to this Deed by facsimile shall be as effective as

delivery of a manually executed counterpart of this Deed.

[Rest of the page is left blank intentionally]

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SCHEDULE 1: TERMS AND CONDITIONS

1. STATUS AND PARI PASSU RANKING

1.1. The Debentures constitute direct, unconditional, senior, unsubordinated and secured obligations

of the Company and shall at all times rank pari passu inter se without any preference or priority

of one over the other or others of them.

1.2. The Debentures issued under this Deed are ‘secured debentures’ for the purposes of the

Companies Act, read with the Companies (Share Capital and Debentures Rules, 2014).

1.3. The Debentures shall at all times rank pari passu with all other present and future direct,

unconditional, unsubordinated and unsecured obligations of the Company (save for such

exceptions as may be provided by mandatory provisions of Applicable Law).

2. REDEMPTION

2.1 Final Redemption

Unless redeemed earlier in accordance with this Deed, the Company shall mandatorily redeem

all the outstanding Debentures in full, and shall pay the Scheduled Redemption Amount on the

Scheduled Redemption Date.

2.2 Redemption upon occurrence of an Event of Default

Notwithstanding anything contained to the contrary contained in this Deed, the Debentures shall

be redeemable at the option of the Trustee at any time prior to the expiry of the term of the

Debentures upon the occurrence of an Event of Default. Upon the occurrence of an Event of

Default, the Company shall redeem all Debentures and discharge all Debt including all accrued

but unpaid Default Interest, Redemption Premium, costs and expenses, as determined by each

such Debenture Holder in accordance with the Transaction Documents.

2.3 Partial Voluntary Redemption

(a) The Company shall have the right but not the obligation to redeem the Debentures in the

following manner upon issuing a prior written notice of not less than 10 (ten) days to the

Secured Parties (“Partial Voluntary Redemption Notice”) from the date of proposed

redemption:

(i) Redemption of 10% (ten per cent.) of the Nominal Value of the Debentures

on the Partial Voluntary Redemption Date with payment of the Partial

Voluntary Redemption Amount; and

(ii) Redemption of all outstanding Debentures on the date falling on the date

which is 36 (thirty six) months from the Pay In Date with payment of:

(A) the Full Voluntary Redemption Amount (A) if 10% (ten per cent.) of

the Nominal Value of the Debentures have been redeemed pursuant to

paragraph (a)(i) above in accordance with this Deed,

(B) the Full Voluntary Redemption Amount (B) if 10% (ten per cent.) of

the Nominal Value of the Debentures have not been redeemed

pursuant to paragraph (a)(i) above in accordance with this Deed,

wherein the above event is referred to as “Partial Voluntary Redemption Event”.

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(b) The Partial Voluntary Redemption Notice shall be irrevocable.

2.4 Other Voluntary Redemption

The Company shall have the right but not the obligation to redeem the Debentures, in part or

full, as may be acceptable to the Trustee after issuing a prior written notice for no less than 10

(ten) days to the Secured Parties (“Voluntary Redemption Notice”), upon the occurrence of

any of the following Voluntary Redemption Events::

(a) the failure of the Parties to arrive at a consensus on the disputed portion of the Response

within the Resolution Period, and for a period of 15 (fifteen) days from the expiry of

the Resolution Period in accordance with Clause 7.6 (h) (Testing) of this Deed,

(“Specified Voluntary Redemption Event”) upon the payment of such Voluntary

Redemption Amounts that shall not exceed the amount required to reduce the Debt such

that the Security Cover Ratio is equal to the Required Security Cover Ratio (as more

particularly set out in the Voluntary Redemption Notice); and/or

(b) any early redemption of the Debentures as may be approved by the Trustee subject to

Applicable Laws, (“Permitted Voluntary Redemption Event”) upon payment of the

relevant Voluntary Redemption Amount as set out in the Voluntary Redemption

Notice.

2.5 Specified Early Redemption

(a) Without prejudice to anything contained herein, the Company shall have the obligation,

if required by the Debenture Holder, to redeem all outstanding Debentures, if, at any

time, it becomes unlawful, in the relevant jurisdiction for any Debenture Holder to hold

the Debentures (“Specified Early Redemption Event”), upon payment of the

Specified Early Redemption Amount.

(b) The Trustee, upon the occurrence of a Specified Early Redemption Event set out in (a)

above, shall, if so required by the relevant Debenture Holder, provide the Company

with a notice (“Specified Early Redemption Notice”) setting out the following

information:

(i) the total number of Debentures outstanding and sought to be redeemed by

such Debenture Holder on the date as specified by the Debenture Holder

which shall be no later than 5 (five) Business Days from the date of the

Specified Early Redemption Notice (“Specified Early Redemption Date”);

(ii) the relevant Specified Early Redemption Amount, which shall include (i)

applicable Redemption Premium (Pro Rata) (and not Redemption Premium

(Make Whole)) if such unlawfulness is caused due to gross negligence or

wilful misconduct of the relevant Debenture Holder; or (ii) applicable

Redemption Premium in all other cases.

(c) The Specified Early Redemption Notice shall be binding on the Company.

For avoidance of doubt, it is clarified that the obligation of the Company to redeem the

Debentures and payment of Specified Early Redemption Amount pursuant to above shall be in

relation to the relevant Debenture Holder for whom it has becomes unlawful to hold the

Debentures, in the relevant jurisdiction in accordance with the above clause and who has issued

a notice in accordance with the above.

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2.6 Others

(a) Any part redemption pursuant to paragraph 2.3 (Partial Voluntary Redemption) and 2.4

(Other Voluntary Redemption) of this Schedule 1 (Terms and Conditions) shall be

made in the reverse chronological order of the redemption instalments and shall be

made on a pro-rata basis to all the Debenture Holders.

(b) Any Debentures redeemed pursuant to this paragraph 2 (Redemption) of this Schedule

1 (Terms and Conditions) shall not be reissued by the Company.

(c) The Company shall promptly obtain all Authorisations, if required required under

Applicable Law in order to effect any redemption under this Deed.

2.7 Redemption Mechanics

(a) No action is required on the part of any Debenture Holder(s) at the time of redemption

of the Debentures. On the relevant Redemption Date, the relevant amounts shall be paid

by the Company, in accordance with paragraph 6 (Payments) of this Schedule 1 (Terms

and Conditions), to those Debenture Holders whose names appear on the Register of

Beneficial Owners as on the Record Date and, for these purposes, a statement issued

by the Depository shall be conclusive evidence in respect thereof.

(b) All Debentures that are redeemed in full on any Redemption Date will forthwith be

cancelled and extinguished through appropriate corporate action. Any partial

redemption of a Debenture on any Redemption Date will to that extent be a good

discharge to the Debenture Holder in respect of the amounts payable by the Company.

3. INTEREST

3.1 Interest payments

(a) The Company shall pay the Interest to the Debenture Holders at the Interest Rate on

each Interest Payment Date.

(b) At the time of redemption of the Debentures on a Redemption Date, the Company shall

pay the Debenture Holders the unpaid Interest on such Debentures accrued up to such

Redemption Date, without requiring any notice or intimation from any Debenture

Holder or the Trustee in this regard.

3.2 Interest on Application Money

The Company shall pay Interest on the Subscription Amount received by it till the applicable

Pay In Date. If the Pay In Date is the same day as the Deemed Date of Allotment, then no

additional Interest shall be payable by the Company on the Subscription Amount.

4. REDEMPTION PREMIUM

The Company shall pay Redemption Premium in relation to the Debentures in accordance with

the terms of this Deed.

5. TAX GROSS UP

The provisions of Clause 16 (Tax Gross Up) of this Deed shall be applicable in terms of tax

gross up.

6. PAYMENTS

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(a) Any payments to be made to the Debenture Holders, including payment of Interest and

payment upon redemption shall be made by the Company using the services of

electronic clearing services (ECS), real time gross settlement (RTGS), direct credit or

national electronic fund transfer (NEFT) into the Debenture Holders Account(s);

provided however, that where direct credit, ECS, RTGS, or NEFT service is not

available, such payment shall be made by the Company by way of bank draft or demand

drafts.

(b) Payment of the principal, all Interest 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 Beneficial Owners.

(c) The Company hereby agrees and covenants with the Trustee that it shall, pay to the

Debenture Holders (on a pro rata basis), a monitoring fee of INR 50,00,000 (Rupees

fifty lakhs only) per month payable on the date falling on the expiry of each Financial

Quarter.

7. SECURITY

The Debt shall be secured by the Transaction Security created or to be created under or pursuant

to the Security Documents or evidenced by the Security Documents.

8. ASSET COVER

The Company shall during the currency of the Debentures maintain an asset cover of at least

100% (one hundred per cent) as required under the Debenture Regulations.

9. TRANSFER OF DEBENTURES

(a) Transfer of Debentures in dematerialised form would be in accordance with the

rules/procedures as prescribed by the Depository and the relevant rules and regulations

of SEBI. The Debentures (or any Interest therein) shall be freely transferable and / or

transmitted in accordance with the provisions of Applicable Law including the

Depositories Act, 1996 and the regulations made thereunder and the rules, regulations

and byelaws of the Depository.

(b) The Debenture Holder(s) shall also have the right to novate, transfer or assign its rights

and/or the benefits under the Transaction Documents and upon such

transfer/transmission of the Debentures without the prior written notice to the Company

and at the Debenture Holders’ own cost and expense. For the avoidance of doubt, it is

clarified that the Company shall not be liable to bear any cost or expense (including

stamp duty on transfer instrument, if any) in relation to the transfer of Debentures or

assignment of any rights under the Transaction Documents.

10. BUSINESS DAY CONVENTION

(a) Any Interest, commission or fee accruing under a Transaction Document will accrue

from day to day and is calculated on the basis of 365 (three hundred and sixty five)

days’ year or where the year is a leap year a 366 (three hundred and sixty six) days’

year, and the actual number of days elapsed.

(b) Any payment (including any payment of Interest, Default Interest or Redemption

Premium) which is due to be made on a day that is not a Business Day shall, subject to

Applicable Law, be made on the preceding Business Day.

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SCHEDULE 2: PROVISIONS FOR MEETINGS OF DEBENTURE HOLDERS

The following provisions shall apply to a Meeting of the Debenture Holders:

1. A Meeting of the Debenture Holders may be convened at any time by the Trustee or the

Company, and shall by convened by the Trustee upon receipt of written request of Debenture

Holders representing not less than 1/10th in value of the nominal amount of the Debentures for

the time being outstanding.

2. The Trustee shall convene a meeting of the Debenture Holders on the happening of any event

which constitutes an Event of Default or the occurrence of any event which in the opinion of

the Trustee affects the interests of the Debenture Holders.

3. A Meeting of the Debenture Holders shall be held at such place in the city where the registered

office of the Company is situated or at such other place as the Trustee shall determine.

4. A Meeting of the Debenture Holders may be called by giving not less than 5 (five) days’ notice

in writing.

5. A meeting may be called after giving shorter notice than that specified in paragraph 4 above or

a meeting may be held by way of passing written resolutions by circulation, if consent is

accorded thereto by the Debenture Holders pursuant to a Majority Resolution.

6. Every notice of a meeting shall specify the place and day and hour of the meeting and shall

contain a statement of the business to be transacted thereat.

7. Notice of every meeting shall be given to:

7.1 every Debenture Holder in the manner provided in the Deed;

7.2 the persons entitled to a Debenture in consequence of the death or insolvency of a

Debenture Holder, addressed to them by name or by the title of ‘representatives of the

deceased’, or ‘assignees of the insolvent’ or by any like description at the address, if

any, in India supplied for the purpose by the persons claiming to be so entitled or until

such an address has been so supplied, by giving the notice in any manner in which it

might have been given if the death or insolvency had not occurred;

7.3 the auditor or auditors for the time being of the Company (wherever applicable) in the

manner authorized by the provisions of the Companies Act (for notice to members of

the company); and

7.4 the Trustee when the meeting is convened by the Company and to the Company when

the meeting is convened by the Trustee.

Provided that where the notice of a meeting is given by advertising the same in a newspaper

circulated in the neighbourhood of the registered office of the Company under the Companies

Act, the statement of material facts referred to in the Companies Act need not be annexed to the

notice as required by that section but it shall be mentioned in the advertisement that the

statement has been forwarded to the Debenture Holders.

8. The accidental omission to give notice to, or the non-receipt of notice by, any Debenture Holder

or other person to whom it should be given shall not invalidate the proceedings at the meeting.

9. There shall be annexed to the notice of the meeting an explanatory statement setting out all

material facts concerning each such item of business, including in particular the nature of the

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concern or interest, if any, therein of every director and the manager, if any, of the Company,

provided that where any item of special business as aforesaid to be transacted at a Meeting of

the Debenture Holders relates to, or affects, any other company, the extent of shareholding

interest in that other company of every director, and the managing director, if any, of the first

mentioned company shall also be set out in the statement if the extent of such shareholding

interest is not less than 20% (twenty per cent) of the paid up share capital of that other company.

10. Where any item of business consists of according of approval to any document by the meeting,

the time and place where the document can be inspected shall be specified in the statement

aforesaid.

11. Debentures Holders that represent 51% (fifty one percent) of the nominal value of Debentures

then outstanding Debentures shall constitute quorum for the Meeting of the Debenture Holders.

Notwithstanding anything to the contrary, it is clarified that for the purpose of passage or

approval of any Critical Majority Resolution, Super Majority Resolution or Majority

Resolution, prior written instructions of the relevant number of Debenture Holders holding the

outstanding Debentures shall be required (and not only on the basis of the Debenture Holders

that are present in a meeting).

12. If, within half an hour from the time appointed for holding a Meeting of the Debenture Holders,

a quorum is not present, the meeting, if called upon the requisition of the Debenture Holders

shall stand dissolved but in any other case the meeting shall stand adjourned to the same day in

the next week, at the same time and place, or to such other day and at such other time and place

as the Trustee may determine and if at the adjourned meeting also a quorum is not present

within half an hour from the time appointed for the holding of the meeting, the Debenture

Holders present shall be a quorum.

13. The nominee of the Trustee shall be the Chairman of the meeting and in his absence the

Debenture Holders personally present at the meeting shall elect one of themselves to be the

Chairman thereof on a show of hands or by way of a poll. It is clarified that any poll for the

purpose of the Debentures shall be undertaken by way of voting or written instructions wherein

each Debenture shall carry 1 (one) vote.

14. If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance

with the relevant provisions of the Companies Act and the Chairman elected on a show of hands

shall exercise all the powers of the Chairman under the said provisions.

15. If some other person is elected Chairman as a result of the poll, he shall be Chairman for the

rest of the meeting.

16. The Trustee and the directors of the Company and their respective solicitors may attend any

meeting but shall not be entitled as such to vote thereat.

17. At any meeting, a resolution put to the vote of the meeting shall be decided by way of a poll.

18. A poll demanded on a question of adjournment shall be taken forthwith.

19. 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 time

when the demand was made, as the Chairman may direct.

20. At every such meeting each Debenture Holder shall be entitled to 1 (one) vote in respect of

every Debenture of which he is a holder in respect of which he is entitled to vote.

21. Any Debenture Holder entitled to attend and vote at the meeting shall be entitled to appoint

74

another person (whether a Debenture Holder or not) as his proxy to attend and vote instead of

himself.

22. In every notice calling the meeting there shall appear with reasonable prominence a statement

that a Debenture Holder entitled to attend and vote is entitled to appoint one or more proxies,

to attend and vote instead of himself, and that a proxy need not be a Debenture Holder.

23. The instrument appointing a proxy and the power of attorney (if any) under which it is signed

or a notarily certified copy of the power of attorney shall be deposited at the registered office

of the Company not less than 48 (forty-eight) hours before the time for holding the meeting or

adjourned meeting at which the person named in the instrument proposes to vote or in case of

a poll, not less than 24 (twenty-four) hours before the time appointed for the taking of the poll

and in default, the instrument of proxy shall not be treated as valid.

24. The instrument appointing a proxy shall:

(a) be in writing; and

(b) be signed by the person appointing or his attorney duly authorised in writing, or if the

appointer is a body corporate, be under its seal or be signed by an officer or an attorney

duly authorised by it.

25. The instrument appointing a proxy shall be in any of the forms set out in the Companies Act

and related rules, and shall not be questioned on the ground that it fails to comply with any

special requirements specified for such instruments by the articles of association of the

Company.

26. Every Debenture Holder entitled to vote at a Meeting of the Debenture Holders of the Company

on any resolution to be moved thereat 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 to

inspect is given to the Company.

27. 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 its registered office before

the commencement of the meeting or adjourned meeting at which the proxy is used.

28. 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 all the votes he uses.

29. When a poll is to be taken, the Chairman of the meeting shall appoint 2 (two) scrutinisers to

scrutinise the votes given on the poll and to report thereon to him.

30. The Chairman shall have power, at any time before the result of the poll is declared, to remove

scrutinisers from office and to fill vacancies in the office of scrutinisers arising from such

removal or from any other cause.

31. Of the 2 (two) scrutinisers appointed under this Schedule 2 (Provisions for Meetings of

Debenture Holders), 1 (one) shall always be a Debenture Holder (not being an officer or

employee of the Company) present at the meeting, provided such a Debenture Holder is

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available and willing to be appointed.

32. Subject to the provisions of the Companies Act, the Chairman of the meeting shall have power

to regulate the manner in which a poll shall be taken.

33. The result of the poll shall be deemed to be the decision of the meeting on the resolution on

which the poll was taken.

34. In the case of joint Debenture Holders, the vote of the senior who tenders a vote whether in

person or by proxy shall be accepted to the exclusion of the other joint holder or holders.

35. 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 shall be transacted

at any adjourned meeting other than the business left unfinished at the meeting from which the

adjournment took place.

36. 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.

37. The Chairman of any meeting shall be the sole judge 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.

38. A Meeting of the Debenture Holders shall, inter alia, have the following powers exercisable in

the manner hereinafter specified in paragraphs 41 to 44 hereof:

(a) Power to sanction any Critical Majority Resolution Items, by way of a Critical Majority

Resolution;

(b) Power to sanction any Super Majority Resolution Items, by way of a Super Majority

Resolution; and

(c) Anything which does not constitute Critical Majority Resolution Items or Super

Majority Resolution Items 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 Resolution.

For the purpose of paragraph 41 above, the aggregate Nominal Value of the Debentures held

by any Affiliate of a Debenture Holder shall be aggregated with the Nominal Value of the

Debentures held by the Debenture Holders for passing any Critical Majority Resolution, Super

Majority Resolution or Majority Resolution, as the case may be.

39. A resolution, passed at a general Meeting of the Debenture Holders duly convened and 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 being that it shall rest with the

meeting to determine without appeal whether or not the circumstances justify the passing of

such resolution.

40. 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

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contained. Until the contrary is proved, every such meeting in-respect of the proceedings of

which minutes have been made shall be deemed to have been duly held and convened and all

resolutions passed thereat or proceedings taken, to have been duly passed and taken.

41. Notwithstanding anything herein contained, it shall be competent for the Debenture Holders to

exercise the rights, powers and authorities of the Debenture Holders under this Deed by a letter

or letters signed by or on behalf of the holder or holders of the applicable nominal value of

Debentures then outstanding without convening a Meeting of the Debenture Holders as if such

letter or letters constituted a Critical Majority Resolution or a Majority Resolution, as the case

may be, passed at a meeting duly convened and held as aforesaid and shall have effect

accordingly.

42. The Debenture Holders holding the Company Group Debentures will not be entitled to vote at

any meeting of the Debenture Holders or issue of written instructions to the Debenture Trustee,

and all Company Group Debentures will be ignored for the purpose of determining whether a

Critical Majority Resolution, a Majority Resolution or a Super Majority Resolution has been

passed. Provided that this paragraph 45 shall not apply on any day on which the Company

Group Debentures are the only outstanding Debentures.

For the purpose of this paragraph 45, the term “Company Group Debentures” means any

Debentures held by the Group or any of their Affiliates.

43. Where a decision has been taken on any matter pursuant to a Critical Majority Resolution, a

Majority Resolution or an Super Majority Resolution, as applicable, such decision shall be

deemed to be the decision of all Debenture Holders and each Debenture Holder shall in all

circumstances (including without limitation in relation to an insolvency resolution process of

the Company under the IBC or any other similar Applicable Law) shall exercise their voting

right and provide instructions in accordance with such decision.

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SCHEDULE 3: COVENANTS AND UNDERTAKINGS

1. INFORMATION UNDERTAKINGS

1.1 Financial Statements

The Company shall supply to the Trustee:

(a) audited consolidated Financial Statements of the Company, each Financial Half Year

within 60 (sixty) days of the end of the Financial Half Year; and

(b) un-audited consolidated quarterly Financial Statements of the Company for each

Financial Quarter within 30 (thirty) days of the end of each Financial Quarter or the

date falling in the immediately succeeding Financial Quarter when such statements are

furnished to the board of directors of the Company for their adoption, whichever is

later.

1.2 Compliance Certificate

(a) The Company shall supply to the Trustee, along with financial statements submitted by

it in accordance with paragraph 1.1 (Financial Statements) of this Schedule 3

(Covenants and Undertakings) above for Financial Quarter ending on June 30 and

December 31, a Compliance Certificate setting out (in reasonable detail), computations

as to compliance with the relevant covenants set out in paragraph 2 (Financial

Covenants) of this Schedule 3 (Covenants and Undertakings) as at the date as at which

those financial statements were drawn up.

(b) The Company shall furnish to the Trustee, within 7 (seven) days from the end of each

calendar month, a detailed appropriation of cashflows statement generated by the MIS

and the relevant bank statements setting out the breakup cashflows arising from the

Receivables received by the Company from the Secured Trusts (including but not

limited to an itemized statement of amounts received on account of redemption of the

Pledged SRs, the Trust Fees, the upside premium, incentive fees, management fees and

all other Receivables) cash outflows including for payment of taxes, operating

expenses, new investments during the immediately preceding calendar month in the

format as set out in Schedule 16 (Format of Cashflow Statements) of this Deed.

1.3 Requirements as to Financial Statements

(a) Each set of financial statements (both annual and quarterly) delivered by the Company

pursuant to paragraph 1.1 (Financial Statements) of this Schedule 3 (Covenants and

Undertakings) shall be certified by the Company in accordance with the provisions of

the Companies Act as fairly representing its financial condition as at the date as at which

those financial statements were drawn up.

(b) The Company shall ensure that each set of the financial statements supplied under this

Deed gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its

financial condition (consolidated or otherwise) as at the date on which those financial

statements were drawn up.

1.4 Audit report and access to auditors

If the Trustee wishes to discuss the financial position of the Company with the auditors or

accountants of the Company, the Trustee may notify the Company, stating the questions or

issues which the Trustee wishes to discuss with the auditors or accountants of the Company. In

78

this event, the Company must procure that the auditors or accountants are authorised (at the

expense of the Company):

(a) to discuss the financial position of the Company with the Trustee on request from the

Trustee; and

(b) to disclose to the Trustee for the benefit of the Secured Parties any information which

the Trustee may reasonably request.

1.5 Meetings

The Company shall have regular meetings with the Trustee and Debenture Holders pursuant to

a Majority Resolution to discuss any performance related and other issues as required by any

Secured Party.

1.6 Information: Debenture Regulations

(a) The Company shall promptly supply or inform (as the case may be) to the Trustee for

the benefit of each Secured Party (in sufficient copies for all the Secured Parties, if the

Trustee so requests):

(i) all documents filed with any Governmental Authority or Stock Exchange in

connection with the Transaction Documents; and

(ii) any other information or document required to be provided by the Company

and the Debenture Holders in accordance with the Debenture Regulations.

(b) The Company shall submit to the Stock Exchange for dissemination, along with the

half yearly financial results, a half-yearly communication, counter signed by the

Trustee as required under the Applicable Laws.

(c) The Company shall submit a quarterly report, certified by an independently practicing

chartered accountant, to the Trustee containing the following particulars:

(i) the list of names and address of all Debenture Holders;

(ii) the details of interest due but unpaid and reasons for the same;

(iii) the number and nature of grievances received from the Debenture Holders and

resolved by the Company;

(iv) a statement that the assets of the Company or any Obligor available as security

are sufficient to discharge the claims of the Debenture Holders as and when the

same become due; and

(v) a statement showing the manner in which the monies have been utilized and

such other information reasonably requested by the Trustee.

1.7 Information: Miscellaneous

The Company shall, supply or inform (as the case may be) , to the Trustee for the benefit of

each Secured Party (in sufficient copies for all the Secured Parties, if the Trustee so requests)

the following:

(a) within 15 (fifteen) days from the Deemed Date of Allotment, the End Use Certificate;

79

(b) promptly, all documents with respect to any notice of meeting, minutes, agenda and

such other documents which are dispatched by it generally to its shareholders or class,

if any or its creditors;

(c) promptly, any notice received by the Company in respect of payment of outstanding

taxes that are material in nature;

(d) promptly, such further information regarding the financial condition, business and

operations of the Company or its assets (including any transactions the Company enters

into and business integrity matters), as the Trustee may reasonably request;

(e) promptly, any event which has, or if adversely determined, has or is likely to have a

Material Adverse Effect, together with steps taken by the Company to cure the same;

(f) promptly, upon becoming aware of the breach by the Company of any covenants,

representations or warranties in the Transaction Documents including any change in

the factual position in relation to the subject matter thereto;

(g) promptly notify the Trustee, upon becoming aware of:

(i) any litigation, regulatory or administrative proceedings before any Authority or

arbitral body which has had or, if determined adversely, has or likely to have, a

Material Adverse Effect, notify the Trustee of that event specifying the nature of

that litigation or those proceedings and the steps it is taking or proposes to take

with respect thereto;

(ii) any litigation, administrative regulatory or criminal investigations or

proceedings or any freezing of assets by a governmental Authority in respect of

the Company or its Senior Management with regard to money laundering or

financing of terrorism;

(iii) any Event of Default and any steps the Company is taking, or proposes to take,

to remedy it;

(iv) any decision made by the Company or any Governmental Authority to initiate a

corporate insolvency process (by whatever name called) under the IBC or other

Applicable Laws in respect of the Company;

(v) upon receipt of any information, letter, communication or other document from

any creditor relating to a delay in payments due by the Company to such creditor

or any other document or other information of which the Company becomes

aware or has knowledge of in relation to initiation of a corporate insolvency

process (by whatever name called) by any creditor or an application made or

threatened in writing to be made by any financial creditor in relation thereto, and

(vi) any decision made by the Company to initiate a corporate insolvency process (by

whatever name called) or any discussions by the board of directors of the

Company in respect thereof,

in each case, by electronic mail of such communication or decision or discussions.

(h) promptly, of any material loss or damage, which the Company may suffer due to force

majeure circumstances or act of God against which the Company may not have insured

its properties;

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(i) promptly, copies of all notices of default, termination, or material claims or material

demands made against it or by it under any material 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 for the conduct of

the business by the Company or a default or event of default (howsoever described)

under any agreement in connection with any Financial Indebtedness of the Company;

(j) promptly, any such change that is likely to result in a Change of Control;

(k) promptly, the details of any proceedings, which are current, threatened or pending,

which materially affects or affect the Debenture Trust Property;

(l) promptly, notice of any change in the authorised signatories to the Escrow Account,

signed by any director or company secretary of the Company, whose specimen

signature has previously been provided to the Trustee, accompanied (where relevant)

by a specimen signature of each new signatory;

(m) promptly upon the happening of any labour strikes, lockouts, shut-downs, fires or any

event likely to substantially affect the Company’s profits or business and the reasons

thereof;

(n) promptly, without any demur or protest, such signed documents and writings and at

such periodic intervals, as may be required by any Secured Party, acknowledging the

outstanding amounts under the Transaction Documents, for the purpose of Section 18

of the Limitation Act, 1963;

(o) promptly, provide any information and documents that may be reasonably required by

the Trustee or the Debenture Holders from time to time under any requirements

imposed by any Governmental Authority or as may be required under Applicable Law;

(p) whenever required by any Secured Party, promptly, full particulars of the Transaction

Security or any part thereof and shall furnish and verify all statements, reports, returns,

certificates and information from time to time and as required by any Secured Party and

furnish and execute all necessary documents to give effect to and perfect the

Transaction Security created under the Transaction Documents; and

(q) provide all information as required under Applicable Laws including: (i) updated list

of holders of the Debentures Holders within 3 (three) days from the Deemed Date of

Allotment; (ii) an updated list of Debenture Holders every 7th (seventh) day of the

succeeding month until the Final Settlement Date; and (iii) each Interest Payment Date

and the relevant Redemption Date on the date falling on the commencement of each

Financial Year.

1.8 Notification of Event of Default and Potential Event of Default

(a) The Company shall, and shall ensure that each other Obligor shall, notify the Trustee

of any Potential Event of Default or any Event of Default (and the steps, if any, being

taken to remedy it) promptly upon becoming aware of its occurrence.

(b) Promptly upon a request by the Trustee, the Company shall, and shall ensure that each

other Obligor shall, supply to the Trustee a certificate signed by it (if an Obligor is a

natural person), the chief financial officer or any authorised signatory of the Company

on its behalf (if such Obligor is a company) or its authorised signatory (if such Obligor

is a body corporate other than a company) certifying that no Potential Event of Default

or Event of Default is continuing (or if a Potential Event of Default or Event of Default

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is continuing, specifying the Potential Event of Default, the Event of Default and the

steps, if any, being taken to remedy it).

1.9 Know Your Customer Checks

The Company shall, and shall ensure that each other Obligor shall, promptly, upon the Trustee’s

request supply, or procure the supply of, such documentation and other evidence as is

reasonably requested by the Trustee (for itself or on behalf of any Debenture Holder (including

for any Debenture Holder on behalf of any prospective new Debenture Holder)) in order for the

Trustee, such Debenture Holder or any prospective new Debenture Holder to conduct and be

satisfied with the results of all necessary “know your customer”, or other similar procedures

under Applicable Law.

1.10 Senior Management

(a) The Company shall promptly notify the Trustee upon becoming aware that any person in

a Senior Management position within the Company or an Obligor:

(i) is named on a Sanctions List;

(ii) is prosecuted by any Governmental Authority for an offence which could on

conviction carry a term of imprisonment exceeding three years;

(iii) is convicted of a criminal offence involving fraud or theft or found to be in material

breach of a regulatory or fiduciary duty;

(b) a director of the Company will change.

1.11 Pledged SRs

The Company shall, at its own costs, promptly upon request from the Trustee and on each

Testing Date provide all information as may be reasonably required by the Trustee in relation

to the Pledged SRs including but not limited to:

(a) all account statements and other documents, in relation to the details of the proceeds

arising out of the Specified NCDs which have been utilised by the Trusts for the

acquisition of the Pledged SRs;

(b) all details in relation to the exposure of the Pledged SRs including all information in

relation to the counterparty, the credit concentration in relation to the underlying loan

receivables, credit information and MIS statements and FMV of the Pledged SRs; and

(c) the register of debenture holders maintained by the Company in relation to the Specified

NCDs including the amounts outstanding, amounts collected as on such date and the

holders of such Specified NCDs.

1.12 Security/Guarantee

The Company shall, on each Testing Date, supply to the Trustee, a certificate issued by the

authorized signatory confirming that the Transaction Security and the Corporate Guarantee

created/granted pursuant to the relevant Security Documents remains in full force and effect.

1.13 Rating

The Company shall promptly, upon the request of the Trustee, furnish the latest available rating

of the Pledged SRs and the Debentures by such accredited rating agency registered with the

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SEBI, as may be required by the Secured Parties.

1.14 Definition

In this paragraph 1 (Information Undertakings) of this Schedule 3 (Covenants and

Undertakings):

“promptly” means:

(a) in relation to obligations of the Company to provide any information or documents

(other than with respect to paragraphs 1.7(g) and 1.8 above), within 5 (five) Business

Days of:

(i) the occurrence of the relevant event; or

(ii) the Company becoming aware of such event,

whichever is earlier.

(b) in relation to obligations of the Company to provide any information or documents set

out in paragraphs 1.7 (g) and 1.8 above, within 3 (three) Business Days of:

(i) the occurrence of the relevant event; or

(ii) the Company becoming aware of such event,

whichever is earlier; and

(c) where the obligation of the Company is triggered only upon demand from a Secured

Party, within 3(three) Business Days of the demand by the relevant Secured Party.

2. FINANCIAL COVENANTS

2.1 Capital Adequacy

The Company shall not breach the capital adequacy ratio of 15% (fifteen per cent.) or such

other applicable capital adequacy norms prescribed under Applicable Laws until the redemption

of all Debentures.

2.2 Security Cover Ratio

The Company shall ensure that at all times the Security Cover Ratio shall be at least equal to

the Required Security Cover Ratio.

2.3 Debt to Total Debt Ratio

The Company shall ensure that the Debt shall, at all times until the Final Settlement Date, not

be less than 34.5% (thirty four decimal five per cent.) of the Total Debt of the Company on a

proforma basis, which for the removal of doubts, shall include all amounts payable in relation

to crystallised and undisputed Financial Indebtedness availed from the operational creditors and

guarantors of the Company).

3. GENERAL UNDERTAKINGS

3.1 Authorisations

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The Company shall, and shall procure that each Obligor shall, promptly obtain, comply with the

terms of and do all that is necessary to maintain in full force and effect (and supply certified

copies to the Trustee of) any Authorisation required to:

(a) enable it to perform its obligations under the Transaction Documents to which it is a

party; and

(b) ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction

of incorporation of any Transaction Document to which it is a party.

3.2 Compliance with laws

(a) The Company shall, and shall procure that each Obligor shall, comply in all material

respects with all laws to which it may be subject and all regulations applicable to it

other than as set out in paragraph (b) below.

(b) The Company shall, and shall procure that each Obligor shall, comply with all Anti-

Money Laundering Laws and Anti-Terrorism Financing Laws.

(c) The Company shall obtain and maintain the SCORES id and password in accordance

with Applicable Law including any regulations made by the Stock Exchange or SEBI.

(d) Without prejudice to the generality of sub-paragraph (a) above, the Company shall, at

all times, be in compliance with all provisions of the Companies Act, the Debenture

Trustee Regulations and the Debt Listing Regulations, the debt listing agreement

entered into with the Stock Exchange and each Information Memorandum.

(e) Notwithstanding anything contained in this Deed, the Company shall not provide any

information which would constitute Unpublished Price Sensitive Information in respect

of the Obligor to the Trustee or any Debenture Holder. For the avoidance of doubt, the

Company agrees and confirms that the information required to be provided under

Clause 1 of Schedule 3 (Covenants and Undertakings) other than: (A) paragraph 1.1.

(Financial Statements); (B) paragraph 1.4 (Audit report and access to reports); and (C)

paragraphs (d) and (j) of Clause 1.7 (Information: Miscellaneous), shall not, in each

case, constitute Unpublished Price Sensitive Information.

3.3 Taxation

(a) The Company shall, and shall procure that each Obligor shall, duly and punctually pay

and discharge all Taxes imposed upon it or its respective assets within the time period

allowed without incurring penalties unless and only to the extent that:

(i) such payment is being contested by it in good faith and in accordance with

relevant procedures;

(ii) adequate reserves are being maintained for those Taxes and the costs required to

contest them which have been disclosed in its latest financial statements

delivered to the Trustee under paragraph 1.1 (Financial Statements) of this

Schedule 3 (Covenants and Undertakings) as required under Applicable Laws;

and

(iii) such payment can be lawfully withheld and failure to pay those Taxes does not

have or is not reasonably likely to have a Material Adverse Effect in the

reasonable opinion of the Trustee acting on Approved Instructions.

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(b) If required by the Trustee, the Company shall, and shall procure that each Obligor shall,

promptly provide the evidence of payment of any Taxes to the Trustee.

(c) The Company shall not, and shall procure that no Obligor shall, be materially overdue

in the filing of any Tax returns.

(d) The Company shall not, and shall procure that no Obligor shall, change its residence for

Tax purposes.

3.4 Change of Business

The Company shall not, and shall procure that no other Obligor shall, materially change the

general nature of its business from that carried on at the date of this Deed without the prior

written consent of the Trustee.

3.5 Merger

The Company shall not, and shall procure that no other Obligor shall, enter into any

amalgamation, demerger, merger, consolidation or corporate reconstruction without the prior

written consent of the Trustee; provided that prior consent of the Trustee shall not be required

for any demerger of any Corporate Guarantor in to one or more corporate entities, if:

(a) The Corporate Guarantee remains in full force and effect and enforceable post such

demerger;

(b) Each of the entities to which any of the assets of such Corporate Guarantor are

transferred pursuant to such demerger: (i) shall continue to be a member of the Group;

and (ii) issues an unconditional and irrevocable guarantee to secure the Debt in the same

form as the Corporate Guarantee, if any, promptly but no later than 1 Business Day

from such demerger becoming effective.

3.6 Preservation of Assets

The Company shall, and shall procure that each Obligor shall, maintain in good working order

and condition (ordinary wear and tear excepted) all assets necessary or desirable in the conduct

of its respective business.

3.7 Pari Passu Ranking

The Company shall, and shall procure that each Obligor shall, ensure that its obligations under

the Transaction Documents shall rank at least pari passu with the claims of all its other

unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law

applying to bodies corporate generally.

3.8 Payment Obligations

The Company shall, and shall procure that each Obligor shall, punctually pay all sums due from

it and otherwise comply with all its respective obligations under the Transaction Documents.

3.9 Disposals and Set-off

(a) The Company shall not, and shall ensure no Obligor shall, enter into a single transaction

or a series of transactions (whether related or not) and whether voluntary or involuntary

to sell, lease, transfer or otherwise dispose of the Secured Assets except as permitted

herein.

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(b) The Company shall not and shall procure that its Affiliates (including any funds managed

by such Affiliates subscribing into the Specified NCDs) shall not approve any

restructuring of any Financial Indebtedness availed by the Company (whether pursuant

to any statutory reorganization or otherwise) that adversely affects the Secured Assets or

the payment obligations of the Obligors in relation to the Debentures.

3.10 Related Party Transactions

The Company hereby confirms that it shall not enter into any arrangement, agreement,

commitment with any Related Party (including without limitation any derivative transaction or

the taking or granting of Financial Indebtedness or investment in any security receipts issued

by a Related Party or security receipts issued by any Person where the trustee, investment

advisor or manager (howsoever described) of such Person is a Related Party) other than any

Specifed Unsubordinated Indebtedness, Subordinated Indebtedness and the Permitted

Shareholder Payout.

3.11 Subordination

(a) All the payment obligations of the Company under the Transaction Documents to the

Secured Parties shall rank at all times senior in right of priority and payment over

Subordinated Indebtedness on or after the Deemed Date of Allotment.

(b) Until the Final Settlement Date, no interest, redemption premium or any other fees,

charges or payments though accrued shall be paid on the Subordinated Indebtedness

(or any part thereof).

(c) The Company undertakes that the Subordinated Indebtedness shall not be transferable

to any person by the Company or any other party thereto.

(d) The lenders of the Subordinated Indebtedness shall not initiate any recovery or

insolvency proceedings against the Company under Applicable Laws, until the Final

Settlement Date.

(e) The Company shall ensure that:

(i) If at any time prior to the Final Settlement Date, the lenders of the Subordinated

Indebtedness receive any payment in respect of the Subordinated Indebtedness (or

any part thereof) from the Company, they shall:

(A) notify the Trustee of such receipt;

(B) hold any payment so received on trust for the Secured Parties in a separate

account; and

(C) pay and distribute any payment so received, or (in the case of a set-off) pay an

equivalent amount, on demand, to the Secured Parties in or towards the balance

of the Debt in accordance with the Transaction Documents, immediately on

demand by the Trustee.

3.12 Books and Records

The Company shall:

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(a) keep proper records and books of account in respect of its business; and

(b) at the risk and cost of the Company, permit the Trustee and/or any professional advisers

and contractors appointed by the Trustee at all reasonable times upon reasonable prior

notice to examine the records and books of account of the Company.

3.13 Changes to Constitutional Documents

The Company shall, and shall procure that each Obligor (which is a body corporate) shall not

amend any of its constitutional documents which is likely to adversely affect the Secured Parties

in the opinion of the Trustee. Provided however, the Company shall have the obligation to

notify the Secured Parties in writing, no later than 7 (seven) days prior to such amendment to

the constitutional documents.

3.14 Intellectual Property

The Company shall, and shall procure that each Obligor shall:

(a) preserve and maintain the subsistence and validity of the intellectual property necessary

for its business;

(b) use reasonable endeavours to prevent any infringement in any material respect of its

intellectual property;

(c) make registrations and pay all registration fees and taxes necessary to maintain its

intellectual property in full force and effect and record its interest in that intellectual

property;

(d) not use or permit its intellectual property to be used in a way or take any step or omit

to take any step in respect of that intellectual property which may materially and

adversely affect its existence or value or imperil the right of the Company or the

relevant Obligor to use such intellectual property; and

(e) not discontinue the use of the intellectual property otherwise than in the ordinary course

of business.

3.15 Security

The Company shall, and shall procure that each relevant Obligor shall, make out a good and

marketable title to the relevant Secured Assets in favour of the Trustee to the satisfaction of the

Trustee and comply with all such formalities as may be necessary or required for the said

purpose within the relevant time periods as stipulated in this Deed.

3.16 Negative Lien

The Company shall not create or permit to subsist any Security Interest over the Secured Assets.

3.17 Inspection

(a) The Company shall, and shall ensure that each Obligor shall, subject to prior notice and

in accordance with Applicable Law, allow the authorised representatives, employees or

nominees of the Trustee, including any auditor, legal counsel, consultants or technically

qualified person, to visit and inspect any installations, sites, works, buildings, properties,

equipment and to conduct concurrent audit on the Company or the Obligors, examine the

records, documents and books of accounts of the Company or any Obligor showing the

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expenditure incurred, utilisation of the Subscription Amounts, the operations and

financial condition of the Company or any Obligor and discuss the affairs, finances and

accounts of the Company or any Obligor with, and be advised as to the same, by its

officers and shall also provide all facilities to enable such persons to report thereon and

take a copy/photocopy of any of such books, records and documents of the Obligors.

(b) All reasonable costs and expenses of inspection, including travelling and all other

expenses, shall be payable by the Company to the Trustee, as applicable, in this behalf.

3.18 Payment of Statutory Dues

The Company shall, promptly on demand, furnish to the Trustee, with a statement of

outstanding statutory liabilities (such as income tax payments, payment of provident fund,

additional emoluments, compulsory deposits, gratuity, etc.) as and when demanded by the

Trustee, in reasonable detail signed by its authorised signatory. Such statement shall also

contain the reasons for increase, if any, of such liabilities from the liabilities appearing in the

previous statement delivered to the Trustee.

3.19 Loans

The Company shall not out of the monies lying in the Escrow Account other than any Permitted

Loans, extend any loans, inter corporate deposit or any other kind of finance or capital

contribution to any Person, without the prior written consent of the Trustee.

3.20 Restricted payments

The Company shall not:

(a) declare, pay or make any dividend or other similar payment or distribution of any kind

(whether in cash, securities, property or other assets) on or in respect of any class of its

shares;

(b) declare or make any payments to any Related Parties other than any Specifed

Unsubordinated Indebtedness and the Permitted Shareholder Payouts;

(c) reduce, return, purchase, repay, cancel or redeem any of its share capital or equity

linked securities;

(d) make any payments to its shareholders other than the Specifed Unsubordinated

Indebtedness and Permitted Shareholder Payouts; or

(e) repay, prepay, or pay any interest or premium on, any Subordinated Indebtedness which

is subordinated to the Debentures.

without consent of the Trustee.

3.21 Acquisitions and Investments

(a) The Company shall not other than in the ordinary course of business, acquire all or part

of the business or undertaking of any other person (or, in each case, any interest in any

of them) or establish or acquire any company without the prior written consent of the

Trustee;

(b) Investment out of Cash Balance lying in Escrow Account shall be in accordance with

this Deed.

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3.22 Specified NCDs

(a) The Company hereby irrevocably undertakes that save and except the payments set out

below, it shall not make any payments to the holders of the Specified NCDs until the

discharge of the Debt to the full and final satisfaction of the Trustee:

(i) payment towards interest payable on the outstanding nominal value of such

Specified NCDs at the rate not exceeding 2% (Two per cent) per annum or the

Excluded Fees, whichever is higher; and

(ii) all Excluded Amounts other than the Excluded Fees.

(b) The Company further undertakes that in relation to a particular series of Pledged SRs,

the Excluded Fees when calculated as a percentage of nominal value of the Specified

NCDs should not be greater than the fees payable to the Company in respect of the

relevant series of Pledged SRs calculated as a percentage to the contribution made by

the Company in relation to such Pledged SRs.

(c) The Company shall not until the Final Settlement Date, issue any Specified NCDs to

any Person other than (i) those mentioned in Schedule 12 (Specified NCDs); and/or (ii)

EFSL and any of its Affiliates.

(d) The Company shall ensure that the ARC(R) for each Secured Trust in respect of a

specified series/tranche of Company SRs which have been funded partly by Specified

NCDs shall be at least equal to or greater than the SNCD(R) calculated in respect of the

same series of Company SRs.

For the purposes of this paragraph:

“ARC(R)” means the ratio obtained by dividing: (a) the total amounts received by the

Company in respect of the specified series of the Company SRs by that specific Secured

Trust less amounts paid to the holders of Specified NCDs; by the aggregate nominal

value of such Company SRs less the nominal value of the relevant Specified NCDs the

proceeds of which have been utilised by the Company to subscribe to such Company

SRs.

“SNCD(R)” means the ratio obtained by dividing: (a) the total amounts received by the

holders of the Specified NCDs in respect of the specified series of Company SRs by

that specific Secured Trust including all amounts received with respect to any

redemption amounts, upside, fees, incentive payment interest and any other monies in

relation to such Specified NCDs (but not including any interest amount paid by the

Company on such NCDs out of other cash accruals); by (b) aggregate nominal value of

the Specified NCDs paid by the subscribers of such Specified NCDs.

3.23 Anti-Bribery and Corruption Law

(a) The Company shall not and shall ensure that no other Obligor shall directly or indirectly

use the proceeds of the Debentures for any purpose which would breach the Bribery

Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar

legislation in other jurisdictions.

(b) Each Obligor shall:

(i) conduct its businesses in compliance with applicable Anti-Bribery and

Corruption Laws; and

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(ii) maintain systems, controls, policies and procedures designed to promote and

achieve compliance with such Anti-Bribery and Corruption Laws;

(c) The Company shall not, and shall ensure that none of its Subsidiaries shall directly or

indirectly use the transaction proceeds for any purpose that would breach any Anti-

Bribery and Corruption Laws.

(d) In connection with the transactions contemplated by this Agreement, no Obligor will,

directly or indirectly, authorize, offer, promise, or make payments of anything of value,

including but not limited to cash, cheques, wire transfers, tangible and intangible gifts,

favours, services, and those entertainment and travel expenses that go beyond what is

reasonable and customary and of modest value to: (i) an executive, official, employee

or agent of a governmental department, agency or instrumentality, (ii) a director,

officer, employee or agent of a wholly or partially government-owned or controlled

company or business, (iii) a political party or official thereof, or candidate for political

office, (iv) a foreign public official, or (v) any other person; while knowing or having

a reasonable belief that all or some portion will be used for the purpose of: (1)

influencing any act, decision or failure to act by any such person in his or her official

capacity, (2) inducing any such person to use his or her influence with a government or

instrumentality to affect any act or decision of such government or entity, or (3)

securing an unlawful advantage; in order to obtain, retain or direct business.

3.24 Accounts

(a) The Company shall, on or prior to the Deemed Date of Allotment establish the Escrow

Account with the Account Bank.

(b) The Company shall ensure that the Escrow Account shall be operated in accordance

with the Transaction Documents.

3.25 Permitted Payouts

(a) So long as no Potential Event of Default or Event of Default has occurred and is

subsisting, the Company shall be permitted to utilise the Cash Balance to:

(i) pay all Taxes (other than income tax) related to the Receivables arising out of the

Secured Trusts from the Escrow Account provided that in the opinion of the

Trustee such Taxes (other than income tax) are clearly accounted for in the

Receivables used for the purpose of Security Cover Ratio;

(ii) pay income taxes which in aggregate is capped at an amount equal to 25% (twenty

five per cent.) of the cumulative Receivables attributable to Trust Fees and which

have been received in the Escrow Account as actual cash; and

(iii) withdraw an amount aggregating up to INR 85,80,00,000 (Eighty Five Crores and

Eighty Lakhs only) per Financial Year from the Escrow Account for meeting its

operational expenses but not more than INR 14,30,00,000 (Rupees Fourteen

Crores and Thirty Lakhs only) in any given calendar month.

Provided that the Company shall not be permitted to make payments pursuant to

paragraphs (i), (ii) and (iii) above if such payments would result in the Security Cover

Ratio (Net) falling below 2.0x as on the most recent Testing Date pursuant to such

payment.

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(b) The Company may withdraw an amount aggregating up to INR 1,788,000,000 (Rupees

One Hundred and Seventy Eight crores and Eighty lakhs only) until the Final Settlement

Date, for the redemption of any Existing Financial Indebtedness and for which the

Company does not have sufficient cash for such redemption provided that any payments

permitted pursuant to this paragraph (b) shall be deducted from the limit reckoned for

the investment permitted to be made by the Company in Permitted SRs in accordance

with Clause 7.7 (a) (Permitted Company SRs) of this Deed.

(c) The Parties further confirm that within 3 (three) days of discharge of the relevant

Existing Financial Indebtedness upon any payments permitted under paragraph (b)

above, the amounts withdrawn from the Escrow Account shall be replaced with such

Secured Assets wherein valuation of such Secured Assets shall be in accordance with

the methodology adopted for the calculation of the Security Cover (Debenture Holder),

and the value of such replaced Secured Assets shall be equal to the amounts withdrawn

under paragraph (b) above. The Company shall provide the Trustee and Independent

Valuer with all reports, documents, information, calculations etc. in relation to the

Secured Assets as may be required by the Trustee..

3.26 Change in Control

The Company shall ensure that there is no Change in Control until the Final Settlement Date.

3.27 Financial Indebtedness

(a) The Company shall not incur or permit to subsist any Financial Indebtedness other than

the Company Permitted Indebtedness.

(b) The Company shall ensure that the Debt shall not be less than 34.5% (thirty four

decimal five per cent.) the Total Debt of the Company on a proforma basis, which for

the removal of doubts, shall include all amounts payable in relation to crystallised and

undisputed Financial Indebtedness availed from the operational creditors and

guarantors of the Company).

3.28 Compliance with the terms of the Transaction Documents

The Company shall comply, and shall procure that each Obligor shall comply with all the

relevant provisions of the Information Memorandum and the other Transaction Documents (to

which the respective Obligor is a party).

Without affecting the obligation of the Debenture Holder to provide documents required under

this Clause 16.2 (Tax Gross Up), it is hereby clarified that the Company shall continue to be

liable in respect of its obligations under this Clause 16.2 (Tax Gross Up) independent of any

information required to be provided by the Debenture Holder under Clause 16.2(c) (Tax Gross

Up) above.

3.29 Debenture Redemption Reserve

The Company agrees and undertakes to create a debenture redemption reserve, if required, in

accordance with the Companies Act and in accordance with any guidelines issued by SEBI, and

if during the currency of these presents any guidelines are formulated (for modified or revised)

by any Governmental Authority having authority under Applicable Law in respect of creation

of the debenture redemption reserve. The Company shall abide by such guidelines and issue

supplemental letters, agreements and deeds of modification, as may be required, by the

Debenture Holders or the Trustee and shall also cause the same to be registered, where

necessary subject to the same being applicable. If a debenture redemption reserve is created,

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the Company shall submit to the Trustee a certificate duly certified by the statutory auditor of

the Company.

3.30 Credit Rating

(a) The Company shall provide all information and extend all necessary cooperation to

such credit rating agency appointed by the Trustee for the purpose of rating of the

Debentures and renewal of the rating for the Debentures and the Company shall comply

with all the terms and conditions of the credit rating letter issued by such credit rating

agency.

(b) The Company shall ensure that the Debentures are rated by an accredited credit rating

agency to the satisfaction of the Trustee on an annual basis or as may be required by

the Trustee. The credit rating awarded by the relevant credit rating agency shall be

forthwith communicated to the Trustee by the Company and/or by the credit rating

agency.

3.31 Further assurance

(a) The Company shall, and shall procure that each Obligor shall, promptly do all such acts

or execute all such documents (including assignments, transfers, mortgages, charges,

notices and instructions) as the Trustee may reasonably specify (and in such form as

the Trustee may reasonably require in favour of the Trustee or its nominee(s)):

(i) to create and perfect the Security Interest created or intended to be created

under or evidenced by the Security Documents (which may include the

execution of a mortgage, hypothecation, charge, assignment or other Security

over all or any of the assets which are, or are intended to be, the subject of the

Security) or for the exercise of any rights, powers and remedies of the Trustee

or the Secured Parties provided by or pursuant to the Transaction Documents

or by Applicable Law;

(ii) to obtain all Authorisations required and do all acts and deeds (including

execution of any document requested by the Trustee) that may be required;

(iii) to confer on the Trustee rights over any property and assets of the relevant

Obligor located in any jurisdiction equivalent or similar to the Security

intended to be conferred by or pursuant to the Security Documents; and/or

(iv) to facilitate the realisation of the assets which are, or are intended to be, the

subject of the Security.

(b) The Company shall, and shall procure that each Obligor shall, take all such action as is

available to it (including making all filings and registrations) as may be necessary for

the purpose of the creation, perfection, protection or maintenance of any Security

conferred or intended to be conferred on the Trustee or the Secured Parties by or

pursuant to the Transaction Documents.

3.32 Change in registered office

The Company shall not, change its registered office to any place outside Mumbai, Maharashtra.

3.33 Insolvency

(a) The Company shall not, and shall procure that no Obligor shall, pass any resolution,

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take any other action in relation to or suffer any resolution of stressed assets,

restructuring, voluntary winding-up, voluntary liquidation, insolvency, insolvency

resolution or any analogues proceedings.

(b) The Company shall not, and shall procure that no Obligor (as applicable) shall, make

any reference (in respect of itself) to the RBI, National Company Law Tribunal or any

other Governmental Authority under IBC or under the Stressed Assets Framework or

any guidelines issued or framework set up by the RBI in relation to resolution of

stressed assets.

(c) The Company shall promptly inform the Trustee of occurrence of any event or action

set out in this paragraph.

3.34 Accounting systems and records

The Company shall maintain an accounting and control system, management information

system and books of account and other records to give a true and fair view of its financial

condition and the results of its operations in accordance with generally accepted accounting

principles.

3.35 Sanctionable Practices

(a) The Company shall not, and shall ensure that no Obligor shall, engage in (nor authorise

any other person acting on its behalf in accordance with authorized instructions) with

respect to the Transaction or any other transaction contemplated by this Deed, any

Sanctionable Practices.

(b) Should any Debenture Holder notify an Obligor of its concerns that there has been a

violation of the provisions of this paragraph or of paragraph 30 (Sanctionable

Practices) of Schedule 4 (Representation and Warranties), the Company shall (or shall

ensure that the relevant Obligor shall) cooperate in good faith with that Debenture

Holder and its representatives in determining whether such a violation has occurred,

and shall (or shall ensure that the relevant Obligor shall) respond promptly and in

reasonable detail to any notice from that Debenture Holder, and shall (or shall ensure

that the relevant Obligor shall) furnish documentary support for such response upon

that Debenture Holder’s request.

3.36 Sanctionable Practice Procedures

The Company shall (and shall ensure that the Obligor will) maintain internal policies and

procedures to ensure that the Company, the Obligor nor any of its directors, employees nor any

person (acting on its behalf in accordance with authorized instructions), engages in any

Sanctionable Practice.

3.37 Sanctions

The Company shall not and shall ensure that each Obligor shall not enter into any transaction

or engage in any activity that would constitute a breach of Sanctions of any Sanctioning Body.

3.38 Access

Upon any Debenture Holder’s request, and with reasonable prior notice to the Company, permit

representatives of the Debenture Holders, during normal office hours, to:

(a) visit any of the sites and premises where the business of an Obligor is conducted;

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(b) inspect an Obligor’s sites, facilities, plant and equipment;

(c) have access to an Obligor’s books of account and all records subject to restrictions

under Applicable Law; and

(d) have access to those employees, Trustees, contractors and subcontractors of an Obligor

who have or may have knowledge of matters with respect to which any Debenture

Holder seeks information,

provided that no such reasonable prior notice shall be necessary if an Event of Default or

Potential Event of Default is continuing or if special circumstances so require.

3.39 Trusts

(a) The Company shall obtain consent of the Trustee in the event the Trusts intend to issue

any security receipts which rank in priority to the Pledged SRs (in terms of payment or

otherwise).

(b) The Company shall forthwith, upon becoming aware of event which is likely to result

in: (i) the revocations of the Trust Funds arising out of the Trusts; (ii) discharge or

removal of the Company as the trustee, of any Trust; (iii) adverse tax consequence in

relation to any of the Trusts; (iv) issuance of security receipts by any of the Trusts which

ranks in priority to the Pledged SRs of such Trust (in terms of payment or otherwise);

or (v) winding up of the Company, notify the Trustee in writing.

(c) Without generality of the foregoing, the Company shall not initiate any action to

liquidate or to dispose off (other than as permitted under the Trust Documents) the

relevant Trust Funds without the prior written consent of the Trustee (acting on

Approved Instructions) and shall promptly inform the Trustee in the event any such

action is initiated by any holder of security receipts issued by the Trusts.

(d) The Company shall ensure that it shall not initiate any action or undertake any step for

revocation of the contributions to the Trusts and shall promptly inform the Trustee if

any action or step is undertaken for revocation of the contributions to the Trusts by any

holder of security receipts issued by the Trusts subject to Applicable Laws.

(e) Except as disclosed from time to time, the Company hereby agrees and acknowledges

that it shall not resign or cease to carry out its functions as the trustee of the Trusts

under the Trust Documents until the Final Settlement Date without the prior approval

of the Trustee.

(f) The Company shall ensure that all payment/repayment or reimbursement of any credit

facilities (in the nature of advances or otherwise) extended to or expenses incurred by

the Company for the Secured Trusts shall be deposited in the Escrow Account and shall

be subject to the Security Interest created pursuant to the relevant Security Documents.

3.40 Information Utility

Without prejudice to anything contained in the Transaction Documents, the Company shall,

from time to time as may be required by the Trustee or any of the Debenture Holders in

accordance with Applicable Laws:

(a) supply to the Secured Parties all information as required by them for submission to the

Information Utilities in such manner and form as may be required under Applicable

Laws (including the provisions of Insolvency and Bankruptcy Code, 2016 and the rules

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and regulations made thereunder (as amended, modified or varied from time to time));

(b) at their own cost, perform (or procure the performance of) all further acts and things

and execute and deliver (or procure the execution and delivery of) such further

documents as may be required by the Trustee or any of the Debenture Holders in terms

of paragraph (a) above; and

(c) not dispute: (i) any information or documents supplied by the Secured Parties for

submission to the Information Utilities, and/or (ii) any other information related to the

Debentures or the Security Interest created under the Transaction Documents submitted

by the Secured Parties to the Information Utility pursuant to the Applicable Laws. In

the event of any disagreement or dispute between the Company and the Secured Parties

regarding any information submitted by the Secured Parties to an Information Utility,

the information supplied by such Secured Parties shall be final and binding on the

Company in the absence of any manifest error.

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SCHEDULE 4: REPRESENTATIONS AND WARRANTIES

1. Status

1.1 The Company is a public limited under the Companies Act.

1.2 The Company is not a non-banking financial company or a core investment company nor is it

required to be registered under Chapter III B of the Reserve Bank of India Act, 1934.

1.3 The Company and each Obligor is a body corporate duly incorporated and validly existing

under the laws of its jurisdiction.

1.4 The Company and each Obligor has the power to own its assets and carry on its business as it

is being conducted.

2. Compliance with Law

2.1 The issuance of Debentures is in compliance with Applicable Laws (including, the Companies

Act and the Debenture Regulations).

2.2 The obligations expressed to be assumed by each Obligor in each Transaction Document (to

which it is a party) are its legal, valid, binding and enforceable obligations.

2.3 No Obligor has violated any Applicable Law that will adversely affect the issuance of the

Debentures or its obligations under the Transaction Documents.

2.4 The Company and each Obligor has not breached any Anti-Money Laundering Laws and Anti-

Terrorism Financing Laws.

2.5 The Company is in compliance with the conditions as set out in its certificate of registration to

operate as an asset reconstruction company in accordance with Applicable Laws.

3. Non-conflict with Other Obligations

3.1 The entry into and performance by each Obligor, and the transactions contemplated by, the

Transaction Documents to which it is a party do not and shall not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets.

3.2 The issuance of the Debentures does not cause any borrowing, collateralising or similar limits

binding on the Company under Applicable Laws to be exceeded.

4. Power and Authority

Each Obligor has the power to enter into, perform and deliver, and has taken all necessary

action to authorise its entry into, performance and delivery of, the Transaction Documents to

which it is a party and the transactions contemplated by those Transaction Documents.

5. Validity and Admissibility in Evidence

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All Authorisations required or desirable:

(a) to enable each Obligor to lawfully to enter into, exercise its rights and comply with its

obligations in the Transaction Documents to which it is a party;

(b) to make the Transaction Documents to which any Obligor is a party admissible in

evidence in its jurisdiction of incorporation; and

(c) for each Obligor to carry on its business, and which are material,

have been obtained or effected and are in full force and effect.

6. Governing Law and Enforcement

In any proceedings in relation to any Transaction Documents, the choice of Indian law as the

governing law of the Transaction Documents and any judgment obtained in India will be

recognized and enforced in its jurisdiction of incorporation.

7. No Filing or Stamp Taxes

Under Applicable Law it is not necessary that the Transaction Documents be filed, recorded or

enrolled with any court or other authority in that jurisdiction or that any stamp, registration or

similar tax be paid, on or in relation to, the Transaction Documents or the transactions

contemplated by the Transaction Documents in any jurisdiction, except:

(a) filing of the relevant Transaction Documents with the Registrar of Companies, SEBI

and the Stock Exchange;

(b) filing of Form CHG-9 with the relevant Registrar of Companies, in relation to the

Security Interest created under the Deed of Hypothecation;

(c) the filing of each Information Memorandum with the relevant Registrar of Companies

and SEBI;

(d) filing of PAS 3 with the Registrar of Company along with the Information

Memorandum prior to utilisation of Subscription Amounts;

(e) filing of the relevant board resolution and the shareholders resolution with the Registrar

of Companies in form MGT 14 in accordance with the Companies Act;

(f) notarisation of any powers of attorney issued in relation to any Transaction Document;

(g) filings with the depository participants in Form 28 in relation to the Company Pledge

Agreement;

(h) filing with the Central Registry set up under The Security Interest (Enforcement) Rules,

2002 in relation to the Security Interest recorded/created under this Deed;

(i) the stamp duty payable in India on an executed original and counterpart of a Transaction

Document prior to the execution of Transaction Document (in original and counterpart)

by any Party in India.

8. Authorisations

8.1 Except for the Final Listing Approval, no consent is required from any person or any

Governmental Authority for the issue of Debentures or for consummating the transactions

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contemplated under the Transaction Documents.

8.2 Each Obligor has obtained all Authorisations that are required for carrying out its business

activities pursuant to Applicable Law.

8.3 There has been no breach of any of the conditions of any of the Authorisations obtained by any

Obligor and there is no event existing, outstanding or to its knowledge, anticipated, or any event

likely to arise or any allegation of such a thing, which is likely to give rise to any revocation,

suspension, variation, cancellation, termination or rejection of such Authorisation and there is

no event existing, outstanding or anticipated, or any event likely to arise or any allegation of

such a thing, which has or is likely to have a Material Adverse Effect in the reasonable opinion

of the Trustee acting on Approved Instructions.

8.4 No notice has been received, is outstanding or anticipated by it in respect of any revocation or

cancellation or termination or rejection of any Authorisation obtained by any Obligor from any

Governmental Authority.

9. No Potential Event of Default or Event of Default

9.1 No Event of Default or Potential Event of Default has occurred or is continuing.

9.2 No Event of Default or Potential Event of Default might reasonably be expected to result from

issuance of Debentures.

9.3 No other event or circumstance is outstanding which constitutes a default under any other

agreement or instrument which is binding on it or to which its assets are subject.

9.4 No statutory dues are pending in relation to the Secured Assets or any Obligor.

10. No Misleading Information

10.1 All information supplied by the Company or any Obligor and on their behalf, is true, complete

and accurate in all material respects as at the date it was given and was not misleading in any

respect.

10.2 Any financial projections provided by or on behalf of any Obligor in connection with the issue

of the Debentures or any Transaction Document were prepared on the basis of recent historical

information and on the basis of reasonable assumptions.

11. Financial Statements

11.1 Each Obligor’s audited most recent Financial Statements delivered to the Trustee (a) have been

prepared in accordance with applicable GAAP, consistently applied; and (b) give a true and fair

view of its financial condition (consolidated, if applicable) as at the date to which they were

drawn up, except, in each case, as disclosed to the contrary in those Financial Statements.

11.2 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 material respect.

11.3 There has been no Material Adverse Effect to its business or financial condition since March

31, 2019.

12. Financial Indebtedness

12.1 The total Financial Indebtedness of each Obligor from whatsoever source does not exceed any

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limitation on its borrowings contained in the articles of association, or in any resolution of its

board of directors or shareholders, or in any deed or document binding on such Obligor.

12.2 No event or circumstance has occurred which is or, with the giving of notice or lapse of time,

determination of materiality or satisfaction of any other condition, would become an event of

default under or a breach of any terms of any Financial Indebtedness of any Obligor or would

entitle any Person to require the payment or repayment of any Financial Indebtedness before its

normal or originally stated maturity or which is or shall be such as to terminate, cancel or render

incapable of exercise any entitlement to draw money or other rights of such Obligor under an

agreement related to any Financial Indebtedness.

12.3 Except for Company Permitted Indebtedness, the Company has not incurred any Financial

Indebtedness and/or created any security in relation to any Financial Indebtedness.

12.4 As on the Deemed Date of Allotment, the Debt availed by the Company is not less than 34.5%

(thirty four decimal five per cent.) of the Total Debt of the Company on a proforma basis which

for the removal of doubts, shall include all amounts payable in relation to crystallised and

undisputed Financial Indebtedness availed from the operational creditors and guarantors of the

Company) excluding the Specified NCDs.

13. Pari Passu Ranking

Each Obligor’s payment obligations under the Transaction Documents to which it is a party

rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors,

except for obligations mandatorily preferred by law applying to companies generally.

14. Insolvency

No corporate action, legal proceeding or other procedure or step described in Clause 11 (g)

(Insolvency Proceedings) or Clause 11 (h) (Creditors’ Process) has been taken or is currently

pending or threatened in relation to any Obligor and none of the circumstances described in

Clause 11 (f) (Insolvency) applies to them.

15. No Proceedings Pending or Threatened

Save and except for any recovery action initiated by the Company as the petitioner in the

ordinary course of business, there are no litigations, arbitrations or administrative, regulatory

or criminal proceedings or investigations of or before any court, arbitral body or agency have

been started or threatened against it.

16. No Immunity

16.1 Each Obligor is subject to civil and commercial law with respect to its obligations under this

Deed and the other Transaction Documents.

16.2 The entry into and performance of this Deed and the other Transaction Documents by each

Obligor constitute private and commercial acts.

16.3 Neither any Obligor nor any of its assets enjoy any right of immunity from set-off, suit or

execution in respect of its obligations under this Deed and the other Transaction Documents.

16.4 The Company agrees that no immunity (if acquired) shall be claimed by it or on its assets in

any proceedings in relation to its obligations under this Deed and the other Transaction

Documents and shall waive any such right of immunity which it or its assets have or may

acquire.

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17. No Material Adverse Effect

No event which has a Material Adverse Effect has occurred or is subsisting or is likely to occur

of which it has knowledge since the date of this Deed.

18. Tax Liabilities

It has complied with all Tax laws in all jurisdictions in which it is subject to Tax and has paid

all Taxes due and payable by it unless contested in good faith and adequate reserves have been

set aside in respect thereof where required by applicable accounting requirements.

19. Insurance

The Company and other relevant Obligors have insured the Secured Assets (where insurable in

nature) and other assets with financially sound and reputable insurers against such risks and in

such amounts as are normally maintained by persons carrying on the same or a similar class of

business as per standard industry practices.

20. Ownership of Assets

The Company and each relevant Obligor has good and marketable title to all or substantially

all its assets, including, without limitation, the Secured Assets, free from any restriction or

onerous covenants. The Secured Assets are free from any Security Interest except the Company

Permitted Security Interest.

21. Security

21.1 The Security Cover Ratio of the Company is 2.26:1 as on the Deemed Date of Allotment

(“Initial Required Security Cover Ratio”).

21.2 The Security Documents when executed, delivered and registered (if applicable) and when

appropriate forms are filed as required under Applicable Law, shall create the Security Interest

expressed to be created thereby over the assets referred to therein and such assets are not subject

to any prior Security (other than the Permitted Security Interest).

21.3 The claims of the Secured Parties in respect of the Transaction Security created under the

Security Documents shall rank in the order of priority stipulated in the Security Documents.

21.4 Each relevant Obligor is the sole legal and beneficial owner of and has good, clear and

marketable title to, and has all rights, title and interests in the Secured Assets, and, has not

created any Security Interest on the Secured Assets in favour of any person other than the

Secured Party nor does it have any obligation to create any Security Interest on such Secured

Assets.

21.5 No Authorisation, consent, waiver, approval or permission of any person or Governmental

Authority is required to create or enforce the Security Interest contemplated under the Security

Documents.

21.6 No consents, waivers, approvals, permissions and Authorisations from any Governmental

Authority, lenders and other third parties is required by the Company in connection with, or in

relation to, (a) the execution and delivery of the Transaction Documents, (b) creation and

perfection of Security Interest pursuant to the Security Documents, (c) the consummation of the

transactions/obligations contemplated therein, (d) enforcement of the Security Interest created

under the Security Documents, and (e) transfer the assets subject to the pledge to any person in

accordance with the relevant Security Documents.

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22. Anti-Bribery and Corruption Laws

(a) Each Obligor has conducted its businesses in compliance with applicable Anti-Bribery

and Corruption Laws and has instituted and maintained systems, controls, policies and

procedures designed to:

(i) detect incidences of bribery and corruption; and

(ii) promote and achieve compliance with the Anti-Bribery and Corruption Laws.

(b) No Obligor shall nor any of its directors, officers, agents or representatives (where such

directors, officers agents or representatives are acting on authorised instructions) have,

for the purpose of gaining or maintaining unlawful or improper benefits for the Obligor:

(i) directly or indirectly, made, offered to make, promised to make or authorized

the payment or giving of, anything of value to any person, while knowing that

all or a portion of such money or thing of value will be offered, given or

promised, directly or indirectly, to a person to influence that person in his or her

official capacity, induce that person to do or omit an act in violation of his or

her lawful duty, or to secure any improper advantage in order to assist in

obtaining or retaining business for or with, or directing business to, any person

that may or may not constitute an “unlawful payment” or “improper transfer of

value” within the meaning of, and is not in any other way in violation of the

Anti-Bribery and Corruption Laws;

(ii) directly or indirectly used any corporate funds for any unlawful contribution,

gift, entertainment or other unlawful expense relating to political office or

activity;

(iii) made any direct or indirect unlawful payment or improper transfer of value to

any public official or any company employee from corporate funds;

(iv) received directly or indirectly any bribe, rebate, payoff, influence payment,

kickback or other unlawful payment or improper transfer of value prohibited

under any Anti-Bribery and Corruption Laws;

(v) been (as far as the Company is aware) or is subject to any litigation, arbitration

or administrative, regulatory or criminal proceedings or investigation with

regard to any actual or alleged unlawful payment, improper transfer of value or

other violation of any Anti-Bribery and Corruption Laws;

(vi) directly or indirectly, violated applicable Anti-Bribery and Corruption Laws or

made, undertaken, offered to make, promised to make or authorized the

payment or giving of a prohibited payment;

(vii) directly or indirectly, used funds or other assets, or made any promise or

undertaking in such regard, for the establishment or maintenance of a secret or

unrecorded fund; or

(viii) directly or indirectly, made any false or fictitious entries in any books or records

relating to any prohibited payment with respect to the transactions contemplated

by this Deed.

23. Anti-Money Laundering Laws and Anti-Terrorism Financing

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The operations of the Company and the Obligor are and have been conducted at all times in

compliance with all Anti-Money Laundering Laws and Anti-Terrorism Financing Laws and no

action, suit or proceeding by or before any court or Governmental Agency, authority or body

or any arbitrator involving the Company or the Obligor with respect to Anti-Money Laundering

Laws and Anti-Terrorism Financing Laws is pending and, to the best of the Company's

knowledge, no such actions, suits or proceedings are threatened in writing.

24. Regulatory Declarations

No Obligor and none of their respective directors or promoters is on RBI’s defaulters or caution

list; or on any lender’s defaulter list.

25. Authorised Signatories

Each person specified as an authorized signatory of an Obligor in 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.

26. Standard Asset

Each Obligor’s account is classified as a ‘standard asset’ by its bankers in accordance with the

guidelines issued by RBI in this regard.

27. Accounts

The Escrow Account has been duly opened with the relevant Account Bank and is being and

shall be operated as per the terms stipulated in the Transaction Documents.

28. Business of the Company and Company Auditor

(a) The Company does not carry out or conduct any business and operations other than the

Business.

(b) The Company Auditor is a Big Four accounting firm or such other internationally

reputed accounting firm as may be acceptable to the Trustee.

29. Transactions with Related Parties

The Company has not executed any contract, agreement, commitment or arrangement with a

Related Party except Specified Unsubordinated Indebtedness and Permitted Shareholder

Payouts.

30. Sanctionable Practices

None of the Obligors, the Company or any person acting on its or their behalf, has committed

or engaged in, with respect to any transaction contemplated by this Deed, any Sanctionable

Practice.

31. Compliance with Sanctions

None of the Obligors, the Company nor any person acting on their behalf (that is acting in

accordance with authorized instructions) has entered into any transaction (i) with, or for the

benefit of, any person or entity listed on any Sanctions List; or (ii) related to any activity

prohibited by any Sanctioning Body.

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32. Proceeds of illegal acts

To the best of its knowledge, no proceeds of any illegal act or act related to drug trafficking,

corruption, bribery, organised crime or terrorism have been received by it, an Obligor, directly

or indirectly, and used as an investment in (including, but not limited to, the purchase of shares

in the Company) or as a contribution to or otherwise to support the activities or business of, the

Company or any shareholder of the Company.

33. Trusts

(a) Each of the Company SRs have been validly issued and each of the Trusts have been validly

constituted in accordance with Applicable Law.

(b) No action has been initiated, or undertaken for revocation of the contributions to the Trusts.

(c) No action has been undertaken which results in the Company being discharged or removed

as a trustee of any of the Trusts.

(d) No action has been initiated or undertaken which may result into any of the Trusts issuing

security receipts which rank in priority to the Pledged SRs (in terms of payment or

otherwise).

(e) Except as disclosed to the Trustee from time to time, the Pledged SRs issued under each

Trust rank pari-passu to all other security receipts issued by such Trust.

34. Specified NCDs

(a) The Company represents that the Excluded Fees, in relation to a specified series/tranche

of Company SRs, when calculated as a percentage of nominal value of the Specified

NCDs should not be greater than the fees payable to the Company calculated as a

percentage to the contribution made by the Company in relation to such Pledged SRs.

(b) The Company represents and warrants that the ARC(R) for each Secured Trust in

respect of a specified series/tranche of Company SRs which have been funded partly by

Specified NCDs shall be at least equal to or greater than the SNCD(R) calculated in

respect of the same tranche/series of Company SRs.

(c) The Company confirms that all Specified NCD are presently held and if, issued in the

future will solely be held by (i) one or more of the entities as set out in Schedule 12

(Specified NCDs); and/or (ii) EFSL and any of its Affiliates.

35. Financial Obligations

The Company has not made any commitment to its shareholders to pay / distribute any minimum

amount of monies to such shareholders, whether as dividend or capital redemption or in any

other manner other than the Permitted Shareholder Payouts and Specified Unsubordinated

Indebtedness.

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SCHEDULE 5: CONDITIONS PRECEDENT

1. Corporate Documents

1.1 A certified copy of the constitutional documents of the Company and the other Obligors.

1.2 A certified copy of a resolution of the board or directors of the Company:

(a) specifically stating the purpose of issuance of the Debentures;

(b) approving the terms of, and the transactions contemplated by, the Transaction

Documents to which it is a party and resolving that it execute the Transaction

Documents to which it is a party in accordance with the provisions of the Companies

Act (including Section 179);

(c) authorising a specified Person or Persons to execute the Transaction Documents to

which it is a party on its behalf;

(d) authorising a specified Person or Persons, on its behalf, to sign and/or despatch all

documents and notices to be signed and/or despatched by it under or in connection with

the Transaction Documents to which it is a party; and

(e) noting that the disclosure document in relation to the Debentures shall be sent to the

initial subscriber in accordance with the provisions of the Companies Act (including

Section 42 of the Companies Act, 2013).

1.3 Specimen signatures of the persons authorised by the resolutions by the Company referred to

in paragraph 1.2 (Corporate Documents) of this Schedule 5 (Conditions Precedent).

1.4 A certified copy of the board resolution passed by the directors of the Company under Section

42 of the Companies Act.

1.5 A certified copy of the special resolution passed by the shareholders of the Company under

Section 180(1)(c) and Section 180 (1) (a) of the Companies Act.

2. Certifications

2.1 A certificate from an authorised signatory of the Company certifying/confirming that:

(a) each copy document relating to it specified in this Schedule 5 (Conditions Precedent)

is correct, complete and in full force and effect as at a date no earlier than the date of

this Deed and the date of the certificate;

(b) borrowing or securing the Debt, as applicable, would not cause any borrowing, security

or similar limit binding on the Company to be exceeded;

(c) assets to be charged as the security for securing the Debt, are the absolute property of

the Company and are free from any Security Interest other than the Company Permitted

Security Interest;

(d) directors of the Company are not disqualified from holding office on the board of

directors of the Company;

(e) the Company has the necessary powers under the constitutional documents of the

Company to issue the Debentures and to enter into the Transaction Documents;

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(f) that the Company has performed all its obligations under the Transaction Documents

to be performed on or before the Deemed Date of Allotment;

(g) the Company or its directors or shareholders or Corporate Guarantor are not on the

RBI's defaulters or caution list;

(h) no Material Adverse Effect has occurred;

(i) save and except for any recovery action initiated by the Company in the ordinary course

of business, there are no material litigations, arbitrations or or criminal proceedings

before any court, arbitral body or have been pending against it, except as disclosed in

the Information Memorandum;

(j) representations and warranties set out in the Transaction Documents are true and correct

in all material respects;

(k) no consents, waivers, approvals, permissions and Authorisations are required from any

Governmental Authority, other creditors, lessees/tenants and other third parties

including any financial creditors in connection with the execution and delivery of the

Transaction Documents, and the consummation of the transactions/obligations

contemplated therein, other than as set out in the Deed;

(l) no Potential Event of Default or Event of Default has occurred and is continuing or

would result from issue of Debentures;

(m) all licenses required by the Company to continue its business operations are in full force

and effect;

(n) as on the Deemed Date of Allotment, the Debt availed by the Company is not less than

34.5% (thirty four decimal five per cent.) of the Total Debt of the Company on a

proforma basis which for the removal of doubts, shall include all amounts payable in

relation to crystallised and undisputed Financial Indebtedness availed from the

operational creditors and guarantors of the Company) excluding the Specified NCDs;

(o) the Company is in compliance with the Initial Required Security Cover Ratio; and

(p) the issue of the Debentures (A) is permitted by the Applicable Law; and (B) does not

violate any Applicable Law.

2.2 A certificate issued by any authorised signatory setting out the aggregate liability in INR in

respect of pending notices, proceedings, claims, suits or such other demands against the

Company with respect to the Secured Assets under Applicable Laws including under Section

281 of the Income Tax Act, 1961.

3. Issue related documents

(a) A certified true copy of the credit rating letter.

(b) A certified true copy of the consent letter issued by the Trustee.

(c) Evidence that the Company has entered into a tri-partite agreement with the Stock

Exchange and the registrar to the issue of Debentures.

(d) Evidence of filing of the relevant board resolution and the shareholders resolution of

the Company with the registrar of companies in form MGT 14 prior to issuance of the

105

Information Memorandum.

4. Transaction Documents

4.1 The following documents duly executed by each of the relevant Parties:

(a) this Deed;

(b) the Debenture Trustee Agreement;

(c) the Company Pledge Agreement;

(d) the power of attorney to the Company Pledge Agreement and

(e) the Escrow Accounts Agreement; and

(f) the Deed of Hypothecation.

4.2 A copy of the duly executed Information Memorandum filed with the Stock Exchange.

4.3 Evidence in form and manner satisfactory to the Trustee that the Company has completed with

all other requirements (including rating, listing, electronic book building) that are to be

completed before the Deemed Date of Allotment as required under Applicable Laws.

5. Initial Pledged SRs

5.1 A certified true copy of the Form 28 filed by the Pledgors with the depository participant in

relation to creation of pledge on all the Initial Pledged SRs under the Company Pledge

Agreement.

5.2 A certified true copy of the pledge master report from the depository participants confirming

the creation of pledge over the Initial Pledged SRs held by the Company under the Company

Pledge Agreement.

6. Other Documents and Evidences

6.1. Evidence of the payment of a sum of INR 1,000 by the Company to the Trustee for settlement

of the trust.

6.2. Evidence that proper stamp duty has been paid on the relevant Transaction Documents.

6.3. Evidence that Escrow Account has been opened in accordance with the Transaction Documents.

6.4. Evidence of the issuance of the letter by the Company to the trustee of the Secured Trusts for

the deposit of the Receivables into the Escrow Account in the manner as set out in the Escrow

Accounts Agreement.

6.5. Evidence in relation to the completion of formalities required for the Debenture Holders to

subscribe to the Debentures under the voluntary retention route prescribed by the RBI including

the allocation of limits by the relevant Governmental Agency. For the avoidance of doubt, this

condition precedent shall not be required to be fulfilled by the Company.

106

SCHEDULE 6: CONDITIONS SUBSEQUENT

1. Initial Pledged SRs

Within 5 (five) Business Days from the Pay In Date, the Company shall provide the following

documents to the Secured Parties:

(a) receipt of the certified true copy of the Forms No. CHG-9 filed by the Company along

with the payment receipt thereof, filed with the relevant Registrar of Companies in

relation to the Transaction Security created under the Company Pledge Agreement;

(b) receipt of the certificate of registration of charge issued by such Registrar of Companies

in relation to the filing of the Transaction Security pursuant to paragraph (a) above.

2. Retiring Existing Financial indebtedness (External)

Within 5 (five) Business Days from the Pay In Date, the Company shall provide the following

documents to the Secured Parties:

(a) No dues- certificate from the lenders of the Retiring Existing Financial Indebtedness

(External).

(b) all the documents executed in relation to release of the relevant Existing Security

created with respect to the Retiring Existing Financial Indebtedness (External).

(c) a certified true copy of Form CHG- 4, along with the payment receipt thereof, filed

with the relevant Registrar of Companies in relation to satisfaction and release of the

relevant Existing Security created in relation to the Retiring Existing Financial

Indebtedness (External).

(d) a copy of the relevant extract of the updated register of charges of the relevant Obligor

in Form CHG-7 evidencing the relevant entries in relation to release of the relevant

Existing Security with respect to the Retiring Existing Financial Indebtedness

(External).

(e) evidence of creation and perfection of Security Interest over the Company SRs which

shall be pledged upon the discharge of the Retiring Existing Financial indebtedness

(External) including: (A) the certified true copy of the Form 28 filed by the Pledgors

with the depository participant in relation to creation of pledge on all the Pledged SRs

under the Company Pledge Agreement; (B) a certified true copy of the pledge master

report from the depository participants confirming the creation of pledge over the

Company SRs held by the Company under the Company Pledge Agreement; and (C)

within 5 (five) Business Days of the aforesaid pledge creation, a certified true copy of

the Form CHG-9 filed by the Company in relation to the pledge of the Company SRs

required to be pledged under this paragraph and the certificate of charge issued by the

relevant registrar of companies.

3. Acquisition of Company SRs from any member of the Group

(a) Within 1 (one) Business Day from the Pay In Date, the Company shall place the order

on the relevant recognised stock exchange to acquire the Company SRs from the

member of the Group pursuant to paragraph 2.8 (ii) (Purpose) of this Deed, and obtain

delivery of the security receipts within the ‘T+2’ settlement period of the relevant

recognised exchange.

107

(b) Within 5 (five) Business Days from the Pay In Date, the Company shall provide the

following documents to the Secured Parties:

(i) Evidence of creation of Security Interest over the Company SRs that are

acquired pursuant to paragraph 3(a) above, including: (A) the certified true copy

of the Form 28 filed by the Company with the depository participant in relation

to creation of pledge on all the Pledged SRs under the Company Pledge

Agreement; (B) a certified true copy of the pledge master report from the

depository participants confirming the creation of pledge over the Company

SRs held by the Company under the Company Pledge Agreement.

(ii) Within 5 (five) Business Days of Pay In Date, evidence of perfection of Security

Interest over the Company SRs pursuant to the creation of Transaction Security

as required under paragraph (i) above, a certified true copy of the Form CHG-9

filed by the Company in relation to the pledge of such Pledged SRs and the

certificate of charge issued by the relevant registrar of companies.

4. Hypothecation

(a) Within 5 (five) Business Days of Pay In Date, evidence of perfection of Security

Interest over the Hypothecated Assets pursuant to the creation of Transaction Security

as mentioned in the Deed of Hypothecation, a certified true copy of the Form CHG-9

filed by the Company in relation to the perfection of Security Interest of the

Hypothecated Assets.

(b) Receipt of the certificate of registration of charge issued by such Registrar of

Companies in relation to the filing of the Transaction Security pursuant to paragraph

(a) above within no later than 5 (five) days from the Pay In Date.

5. Other Documents and Evidences

(a) Within 15 (fifteen) days of the relevant Deemed Date of Allotment, a certified true copy

of the Final Listing Approval.

(b) Evidence that the fees, costs and expenses then due from the Company pursuant the

Transaction Documents have been paid or will be paid by the Deemed Date of

Allotment.

(c) Within 15 (fifteen) days of the relevant Deemed Date of Allotment, evidence of filing

of the return of allotment in Form PAS 3 with the concerned registrar of companies

(d) A copy of any other Authorisation or other document, opinion or assurance which the

Trustee considers to be necessary or desirable (if it has notified any Obligor

accordingly) in connection with the entry into and performance of the transactions

contemplated by any Transaction Document or for the validity and enforceability of

any Transaction Document.

(e) A certified and acknowledged copy of the prescribed application made by the Company

under Section 281 of the Income Tax Act, 1961 to the Company for creation of security.

(f) Within 30 days from the Deemed Date of Allotment, a certificate issued by an

independent chartered accountant setting out the liability in respect of tax matters

pending before the relevant Governmental Authority including any pending notices,

proceedings, claims, suits or such other demands against the Company with respect to

the Secured Assets under Applicable Laws including under Section 281 of the Income

108

Tax Act, 1961 (“Tax Certificate”).

109

SCHEDULE 7: END USE CERTIFICATE

Date: [●]

To,

[Insert name of the Trustee]

[Insert Address]

Dear Sirs:

Re: [●] (“Company”) – INR [●] debenture trust deed dated [●] (“Debenture Trust Deed”).

1. We refer to the Debenture Trust Deed. This is an End Use Certificate. Terms used in the

Debenture Trust Deed shall have the same meaning in this End Use Certificate.

2. We confirm that the proceeds of the Debentures have been utilised by the Company for the

following purpose:

[Insert Details]

3. This is in accordance with Clause 2.8 (Purpose) of the Debenture Trust Deed.

4. We confirm that no Potential Event of Default or Event of Default has occurred or is continuing.

Signed: …............

Authorised Signatory

Edelweiss Asset Reconstruction Company Limited

110

SCHEDULE 8: EXISTING FINANCIAL INDEBTEDNESS

PART A (COMPANY PERMITTED EXISTING FINANCIAL INDEBTEDNESS)

Name of the Existing

Term Lender

Nature of Credit

Facility

Outstanding Principal

amount of credit

facility as on

November 15,

2019

Security

NCDs issued pursuant

to Debenture

Trust Deed

dated August

12, 2016

NCD Rs. 2,308,400,000 General

hypothecation


to Debenture

Trust Deed

dated

December 7,

2017


hypothecation


to Debenture

Trust Deed

dated May 10,

2019


hypothecation

HDFC Bank Ltd Term Loan Rs. 312,500,000 Secured against

certain

specific

Company

SRs

HDFC Bank Ltd

(Overdraft

facility of Rs.

10 Cr.)

Overdraft Rs. 85,933,005 Secured against

certain

specific

Company

SRs

IDBI Bank Ltd

(Overdraft

facility of Rs.

32 Cr.)

Overdraft - Secured against

certain

specific

Company

SRs

IDBI Bank Ltd Working Capital

Demand

Loan

Rs. 480,000,000 Secured against

certain

specific

Company

SRs

Specified NCDs NCD Rs. 15,108,786,983 Secured against

certain

specific

Company

SRs

Commercial Paper CP Rs. 720,475,500 Unsecured


to Debenture

Trust Deed

dated May 13,

NCD Rs. 300,000,000 Secured against

certain

specific

Company

111


Term Lender

Nature of Credit

Facility


amount of credit

facility as on

November 15,

2019

Security

2016 SRs

PART B (RETIRING EXISTING FINANCIAL INDEBTEDNESS) (EXTERNAL)


Term Lender

Nature of Credit

Facility


amount of credit

facility as on

November 15,

2019

Security


to Debenture

Trust Deed

dated

December 4,

2018

NCD Rs. 4,500,000,000 Secured against

certain

specific

Company

SRs

PART C (RETIRING EXISTING FINANCIAL INDEBTEDNESS) (GROUP)

Name of the Existing Term

Lender

Nature of

Credit

Facility

Outstanding

Principal

amount of

credit

facility as on

November

15, 2019

Security

EDELWEISS RURAL &

CORPORATE

SERVICES

LIMITED

Inter Corporate

Deposit

Rs. 3,250,000,000 Unsecured

EDELWEISS RURAL &

CORPORATE

SERVICES LIMTED

NCD Rs. 1,500,000,000 Unsecured

ECAP EQUITIES LIMITED Loan Rs. 1,400,000,000 General

hypothecatio

n

112

SCHEDULE 9: REQUEST FOR APPROVED INSTRUCTIONS FOR EOD

[on the letterhead of the Trustee]

Date: [●]

To,

[Insert name of the Debenture Holder]

[Insert address]

Dear Sirs,


Sub: Requirement for Approved Instructions

1. We refer to the Debenture Trust Deed. All capitalized terms used herein, shall have the

meanings ascribed to them in the Debenture Trust Deed.

2. In accordance with Clause [●] of the Debenture Trust Deed, we would like to bring to your

attention that an [Event of Default/ Potential Event of Default] has occurred on [●]. [Specify

details of the Event of Default/ Potential Event of Default]

3. We therefore request your written instruction for actions required to be taken in respect of the

abovementioned [Event of Default/ Potential Event of Default].

4. Upon receipt of your assent, we will send the Company an Acceleration Notice.

Yours sincerely,

.............................................................................

For [Insert name of the Trustee]

113

SCHEDULE 10: FORM OF ACCELERATION NOTICE

[on the letterhead of the Trustee]

Date: [●]

To,

Edelweiss Asset Reconstruction Company Limited

[Insert address]

Attention: [●]

Dear Sirs,


Sub: Acceleration Notice



2. In accordance with Clause [●] of the Debenture Trust Deed, we understand that an Event of

Default [please specify] has occurred on [●].

3. Accordingly, the Debenture Holders require that you pay, all outstanding Debt immediately,

and in any event by [●]. Should such payment not be received in full [●], we will exercise our

rights in relation to the abovementioned Event of Default.

Yours sincerely,

.............................................................................

For [Insert name of the Trustee]

114

SCHEDULE 11: COMPLIANCE CERTIFICATE

To: [Insert name of the Trustee]

From: Edelweiss Asset Reconstruction Company Limited

Dated: [●]

Dear Sirs:

Re: [●] (“Company”) – INR [●]debenture trust deed dated [●] (“Debenture Trust Deed”).



2. In accordance with Clause 1.2 of Schedule 3 in the Debenture Trust Deed, we confirm that the

Security Cover Ratio (Company) is [●] as at [June 30 / December 31], [20xx], details of which

can be found in Appendix 1.

3. We confirm that the Security Cover Ratio (Company) is based on the unaudited consolidated

Financial Statements of the Company for the applicable Quarter, and which has been prepared

in accordance with GAAP. (only for June/December)

4. We confirm that no event has occurred or is subsisting which has resulted in the Security Cover

Ratio (Company) falling below the Required Security Cover Ratio as at [June 30 / December

31], [20xx], per Clause 2.2 of Schedule 3 in the Debenture Trust Deed.

5. We confirm that the Company has not breached the 15% capital adequacy ratio threshold Ratio

as at [June 30 / December 31], [20xx], per Clause 2.1 of Schedule 3 in the Debenture Trust

Deed

6. We confirm that the Debt is not less than 34.5% of the Total Debt of the Company Ratio as at

[June 30 / December 31], [20xx], per Clause 2.3 of Schedule 3 in the Debenture Trust Deed

7. We confirm that no Event of Default or Potential Event of Default is continuing, other than

[insert details of any Event of Default and the steps, if any, being taken or proposed to be taken

to remedy it]

Signed:

…............

115


Edelweiss Asset Reconstruction

Company Limited

116

SCHEDULE 12: SPECIFIED NCDs

Party Name Amount Outstanding

(As on 15 Nov 2019)

EC HOLDINGS PTE. LTD. 3,97,63,35,525

EC SPECIAL SITUATIONS FUND 1,74,96,73,422

EDELWEISS INDIA SPECIAL

SITUATIONS FUND 2,97,04,95,957

EW INDIA SPECIAL ASSETS FUND II

PTE. LTD. 2,49,71,48,381

ECAP EQUITIES LIMITED 17,80,00,000

ECL FINANCE LTD 96,63,32,652

EDELWEISS FINVEST PVT LTD 2,77,08,01,046

Total 15,10,87,86,983

It is clarified that in addition to the above entities, the Company is permitted to issue Specified NCDs to

EFSL and/or any of its Affiliates.

117

SCHEDULE 13: DETAILS OF THE TRUST ACCOUNTS

Trust Name Bank Name Account No IFSC Code Branch

EARC Trust SC 114 IDBI Bank Ltd 0004103000066741 IBKL0000004 Nariman point








































118











EARC Trust SC 266 ICICI Bank Ltd 000405114588 ICIC0000004 Nariman point

































119












120

SCHEDULE 14: FORMAT OF COMPANY AUDITOR REPORT

To: Edelweiss Asset Reconstruction Company Limited

From: [Company Auditor]

Dated: [●]

Dear Sirs:




2. In accordance with Clause 7.6 (b) of the Debenture Trust Deed, we confirm that the Security

Cover Ratio (Company) is [●] as at the Testing Date of [●], details of which can be found in

Appendix 1.

3. We confirm that the Security Cover Ratio (Company) is based on the audited consolidated

Financial Statements of the Company for the applicable Financial Half Year, and which has

been prepared in accordance with GAAP.

4. We confirm that the capital adequacy ratio threshold Ratio as at the Testing Date of [●], per

Clause 2.1 of Schedule 3 in the Debenture Trust Deed, is __

5. We confirm that the Total Debt of the Company as at the Testing Date of [●], is as given in

Appendix 2.

Signed:

…............


[Company Auditor]

121

As on [March 31 /

September 30] [20xx]

(In INR crore unless

otherwise stated)

Outstanding

SR Value

FMV of

Secured

Assets

[A]

Gain

(Loss)

FMV of

Trust

Fees

[B]

Cash

Balance

[C]

Security

Cover

(Company)

[A] + [B] +

[C]

Large Assets - Single

Asset Trusts

[•] [•] [•] [•] [•] [•]

Asset 1 [•] [•] [•] [•] [•] [•]

Asset 2 [•] [•] [•] [•] [•] [•]

Asset 3 [•] [•] [•] [•] [•] [•]

Large Assets - Portfolio

Trusts

[•] [•] [•] [•] [•] [•]

Asset 1 [•] [•] [•] [•] [•] [•]

Asset 2 [•] [•] [•] [•] [•] [•]

Asset 3 [•] [•] [•] [•] [•] [•]

Other Portfolio Assets [•] [•] [•] [•] [•] [•]

Asset 1 [•] [•] [•] [•] [•] [•]

Asset 2 [•] [•] [•] [•] [•] [•]

Asset 3 [•] [•] [•] [•] [•] [•]

Total [•] [•] [•] [•] [•] [•]

Sum of (1) Nominal Value ; (2) accrued but unpaid Interest; (3) accrued but

unpaid Default Interest; and (4) the Redemption Premium (Pro-Rata):

[•]

Security Cover Ratio (Company): [•]

122

SCHEDULE 15: FORMAT OF THE INDEPENDENT VALUER REPORT

To: [Trustee]

From: [Independent Valuer]

Dated: [●]

Dear Sirs:




2. In accordance with Clause 7.6 (c) of the Debenture Trust Deed, we confirm that the Security

Cover Ratio (Debenture Holder) is [●] as at the Testing Date of [●], details of which can be

found in Appendix 1.

3. In accordance with Clause 7.6 (d) of the Debenture Trust Deed, we confirm that the Security

Cover (Net) is [●] as at the Testing Date of [●], details of which can be found in Appendix 1.

4. In accordance with Clause 7.6 (d) of the Debenture Trust Deed, we confirm that the Security

Cover Ratio (Net) is [●] as at the Testing Date of [●], details of which can be found in Appendix

1.

Signed:

…............


[Independent Valuer]

APPENDIX 1

As on [March 31 /

September 30] [20xx]

(In INR crore unless

otherwise stated)

Outstanding

SR Value

FMV of

Secured

Assets

[A]

Gain

(Loss)

FMV of

Trust

Fees

[B]

Cash

Balance

[C]

Security

Cover

(Debenture

Holder)

[A] + [B] +

[C]

Large Assets - Single

Asset Trusts

[•] [•] [•] [•] [•] [•]

Asset 1 [•] [•] [•] [•] [•] [•]

Asset 2 [•] [•] [•] [•] [•] [•]

123

Asset 3 [•] [•] [•] [•] [•] [•]

Large Assets -

Portfolio Trusts

[•] [•] [•] [•] [•] [•]

Asset 1 [•] [•] [•] [•] [•] [•]

Asset 2 [•] [•] [•] [•] [•] [•]

Asset 3 [•] [•] [•] [•] [•] [•]

Other Portfolio Assets [•] [•] [•] [•] [•] [•]

Asset 1 [•] [•] [•] [•] [•] [•]

Asset 2 [•] [•] [•] [•] [•] [•]

Asset 3 [•] [•] [•] [•] [•] [•]

Total [•] [•] [•] [•] [•] [•]

Sum of (1) Nominal Value ; (2) accrued but unpaid Interest; (3) accrued but

unpaid Default Interest; and (4) the Redemption Premium (Pro-Rata):

[•]

Security Cover Ratio (Debenture Holder): [•]

Security Cover (Company): [•]

Security Cover (Net): [•]

Security Cover Ratio (Net): [•]

124

SCHEDULE 16: FORMAT OF CASHFLOW STATEMENT

Opening Cash Balance [•]

Cash Inflows INR

Repayment of Advances / Expenses [•]

Gross Management Fees (including GST) [•]

Gross Incentive Fees (including GST) [•]

SR Redemption [•]

SR Upside [•]

Interest / Repayment of Permitted Loans [•]

Further Financial Indebtedness Proceeds [•]

Other [•]

Total Cash Inflows [•]

Cash Outflows INR

Investments in Permitted Company SRs [•]

Investments in Restricted Company SRs [•]

Investments in Permitted Loans to Investee Companies [•]

Investments in Permitted Loans to Trusts for Advances / Expenses [•]

Direct Taxes [•]

Indirect Taxes (GST) [•]

Operational Expenses [•]

Redemption of Existing Financial Indebtedness [•]

Debt Service [•]

Other [•]

Total Cash Outflows [•]

Closing Balance [•]

125

SCHEDULE 17: PERMITTED SHAREHOLDER PAYOUTS

Particulars Annual Limits (in INR set out below)

Rating & Corporate Guarantee Support Fee 107,000,000

Rent, Shared Infrastructure & Other Miscellaneous Costs 250,000,000

Fund Raising Commission to Wealth/ IB 215,000,000

CSR Payment

INR 36,000,000 or as required under

Applicable Laws, whichever is

higher

Payouts towards Specified NCDs Not exceeding Excluded Amounts

CCPS Dividend

0.001% of CCPS amounts being INR

3320 (Rupees three thousand

and three hundred and twenty

only

Interest on Specified Unsubordinated Indebtedness Not exceeding 16% p.a.

Purchase of Loans/ SRs On arm’s length

126

SCHEDULE 18: SPECIFIED EXPOSURE LIMIT

Entity Maximum Exposure in

INR

Arshiya Group 358,000,000

Jai Balaji 358,000,000

GTL Limited 358,000,000

Kohinoor CTL 715,000,000

Tilaknagar Industries 358,000,000

Shah Group Builders Limited, Adhunik Power and Natural Resources

Limited and Modern Steels Limited

Nil

127

SCHEDULE 19: FORMAT OF TESTING COMPLIANCE REPORT

To: [Trustee]


Dated: [●]

Dear Sirs:




2. In accordance with Clause 7.6 (b) of the Debenture Trust Deed, we hereby attach the Company

Auditor Report which can be found in Appendix 1.

3. In accordance with Clause 7.6 (b) of the Debenture Trust Deed, we confirm that the Security

Cover Ratio (Company) is [●] as at the Testing Date of [●], details of which can be found in

Appendix 1.

4. We confirm that the Security Cover Ratio (Company) is based on the audited consolidated

Financial Statements of the Company for the applicable Financial Half Year, and which has

been prepared in accordance with GAAP.

5. We confirm that no event has occurred or is subsisting which has resulted in the Security Cover

Ratio (Company) falling below the Required Security Cover Ratio as at the Testing Date of [●],

per Clause 2.2 of Schedule 3 in the Debenture Trust Deed.

6. We confirm that the Company has not breached the 15% capital adequacy ratio threshold Ratio

as at the Testing Date of [●], per Clause 2.1 of Schedule 3 in the Debenture Trust Deed

7. We confirm the Debt is not less than 34.5% of the Total Debt of the Company Ratio as at the

Testing Date of [●], per Clause 2.3 of Schedule 3 in the Debenture Trust Deed

8. We confirm that no Event of Default or Potential Event of Default is continuing, other than

[insert details of any Event of Default and the steps, if any, being taken or proposed to be taken

to remedy it]

Signed:

…............



Company Limited

128

SCHEDULE 20: INVESTMENT LIMIT CERTIFICATE

To: [Trustee]


Dated: [●]

Dear Sirs:




2. In accordance with Clause 7.7 (a) of the Debenture Trust Deed, we hereby attach the

Independent Valuer Report which sets out the Security Cover (Net) of [●] as at the Testing Date

of [●], and which can be found in Appendix 1.

3. In accordance with Clause 7.7 (a) of the Debenture Trust Deed, we confirm that the Investment

Limit for the next Investment Period starting [July 16 / January 16], [20xx], is equal to 17.5%

(seventeen decimal five per cent.) of the Security Cover (Net) per paragraph 2 above or [●].

Signed:

…............



Company Limited

129

IN WITNESS WHEREOF the signatures of the authorised signatories of the Company has been

hereunto affixed and the Trustee has caused these presents to be executed by its authorised officers the

day and year first hereinabove written in the manner hereinafter appearing.

SIGNED FOR AND ON BEHALF OF

EDELWEISS ASSET RECONSTRUCTION

COMPANY LIMITED the within-named

COMPANY, pursuant to the resolution passed by

its Board of Directors at their meeting held on

_____________ in the presence of Ms.

______________________________, Authorised

Signatorywho has signed in token thereof.

Notice details:

Address: Edelweiss House, Off. CST Road,

Kalina

Email: [email protected]

Fax: +91 22 4019 4900

Attention: Mr. Deepak Nautiyal

130

SIGNED FOR AND ON BEHALF OF SBICAP

TRUSTEE COMPANY TRUSTEE

COMPANY LIMITED the within-named

TRUSTEE

Name: ___________________________

Designation: _______________________

__________________________

Signatory Name:

Designation:

DATED NOVEMBER 27, 2019 DEBENTURE TRUST DEED ......1 DEBENTURE TRUST DEED This DEBENTURE TRUST DEED...

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