TP/2309643/2018

D'EBENTURE TRUST DEED CUM MORTGAGE OffD

This deberrt.ure trust deed{"OTD"}!s made at Coimbatore, li1dia on March 13,Z018{"Effe~ive Date")between:

1. VASTU HOUSING FINANCE CORPORATION UMITED,a company incorporated un-det the Con'lpanies Act, 1956 with CIN ·U65922MH2005PLC27Z501 and registered with the National Housing B.arik as a housing finance company, haVihg its registered office at Unit Nos, 203 & 204, Z"d floor,- A wing, Navbharat Estates, Zakaria Bunder Road, Sewti {West) Mumbai -400015,Maharashtralndia(herelnafter· referred to as the "Company'', whkh expression shall include its successors ahd perm_itted assigns wherever the context or meaning shall so require or permit};rep!'E:sented by Srivdstan Bhaskaran S/0 T S Bhaskaran with- PAN. card AUWPB2665£

AND

2. MllESTONEmUSTEESHIP SERVltEs PRIVATE LIM11ED, a company incorporated under the Companies Act, 19S6 (1 of 1956) with C!N U93000MH2008PTC182600, having its registered office at 402-A, Hallmark Business Ptaza, Sant Dhyaneshwar Marg, Opp, Guru Nanak Hospfta!, Bandta {East), Mumbai - 400051, Maharashtra, India, (hereinafter called the "Debenture Trustee", which expression shall lndude its successors and assigns for the t,ime being wherever the context or meaning shall so require, or permit}.; represented by Jagdish Poshanna KondurS/0 Posh;mrta-Sinaawa Kondur with PAN CARD ARRPK2401M

(The Company and the Debenture 'frustee are hereinafter collectively referred to as "Parties" and individually referred to as a "Party".}

BACKGROUND:

A With a view to raising debt for ~enet',al corporate purposes of the Companv inch,1ding repayment and/or refinancing of existin~ debtand costs/expenses r-elated to the functioning of the Company and 1:osts/expenses to be incurred for the purcliase of any assets required

' -the Company ("Purpose"), the Company proposes to issue

(a)SOO rated, secured, senior, redeemable, taxable, transferable, listed, non-convertible debentures denominated in Indian Rupees ("INR") each having a face value -of INR 10,00,000/- (Indian Rupee's Ten Lakhs Only)aggregatingto a.face value of !NR 50,00,00,000/­(lndian RupeesFiftyCrores Only)(the. "Series ADebent.ures"), ·

(b}SOO rated, secured, senior, redeemabfe, taxable, transferable, listed, non-convertible debentures denominated in JNR.each having a face value of INR 10,00,000/- (Indian Rupees Ten Lakhs Only) i'l&gregating to a face vah.1e of JNR 50,00,00,000/- {Indian Rupees Fifty Crores Only)(tlie ''.Series BDebentures''},

(c)400 r-ated1 secured, senior1 redeemable, .taxable, transferable, listed, non-convertible debentures denominated in lNR eai;:h having a face value of INR 10,00,000/- {Indian Rupees Ten Lakhs only) · aggregating to a face v.alue\of INR 40,00,00,000/- (tndian Rupees Forty Crores Only){the "Series CDebentures,") and

For·Vastu Housing Finance Corporation Lt~;

Document No. /h/P:S of ;2&)8.of Book

...1:-contains -9.J_ Sheets. I ;,sr

Regrsterinfofficer

~ ✓--Authorised Si0natmy

TP/2309643/2018

(df600 rated, secured, senior, redeemable, taxable, transferable, listed, no~convertlb!e debentures denominated-in l~ each havlng a face -Value -of INR 10,00,000/~ \lndian Rupees Ten Lakhs Only) aggregating to a face value of INR 60,00,00,000/- {lndi,m RupeesSixtyCn:.ires Only)(the "Serles OOebentures"},

fur cash .at par, in demateriaill'.ed form Qn a private placement basis to certain Identified Investors ("tssue~l,The Serles A Debentures, Series B Debentures, Series C Debentures and Series D Debentures are hereinafter coUecttvefy referred W as the "Debentures". The aggregate face value of the Debentures Is !NR2,00,00,00,000/- {lndian Rupees Two Hundred crores Only}. -

B, In relation to the Series A Debentures,the Company has issued a debt disclosure document dated February Z7,201fi\''Series A lpformatfon Memorandum")to potential irive!.tors who may subscribe to the Series A Debentures, on a private placement basls, and which, inter u/ia ,rel$ out the broad terms and conditions on which the Series A Debentures are to be issued. ln relatioh to the Series A Debentures, the Company has issued a pdvate placement offer fetter dated February 27,201.Bf'Series APrivate Placement Offer Letter") prepared as per Sect'lort 42 af the Act {detlt.led below}, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014. For each of the Series B Debentures,the Serles C Oebenturns, and the Series D Debentures, the Company shall issue a debt disclosure document find a private placement ofter letter prepared as per Section 42 of the Act {defined beltiw}, read with the Companies !Prospectus. and Allotment of Securities) Rules, 2014, to potential investors who may subscribe to the Series Bbebentures, Serles C Debentures, .ind/oi· the Series D Debentures {as the case may be), -Ott a prlvat€ placement basis, and whtch shall, inter a!Ja set out the broad terms and conditions on whkh the Series B Debentures, the Serles c Debentures, and/or the Serres O Debenturesshail be issued.

c. The Company iS duly empowered by Its Memorandum of Association and Articles of Association-, and proposes to aliot and issue the flebentures pursuant to the authority granted by the spedal resolurton datedMay 10, 2017 passed pursuant In section 42 of the Act and the resolution of the Board of Directors Of the Company passed at their meeting held on February 21, 2018to the parties det«iled In Schedule I he<eto who have applied to subsr.r!be to, :tn th!'! ~te~ all ofthr.2,000\TwoThousand) Debenturesln a:ccordance with the Offer schedule (as defined bElow}.

D. The Debentures wm be issued in dematerialized form and are 5ubject to the provisions of the Depositories Act 1996 and rn!~ notified by the Central Oeposfto"Y Services {fnd1a) Umlted {"CDSL") and the National Securities Depository limited {"NSDL") from time to time, The -cmnpaoy has entered Into/will enter into- an agreement w.ith -COSL .1nd NSOL for Issuing the Debentures in the detnater!allsed form.

E.. The Company has obtatned credit rating for the Debentures from the Rating Ager'\("( {defined below), whlch has affirmed a rating of "BWR A" (pronounced "BWR 3-ingle A"} to the !ssuethrough its letter dated February 16, 2018-

F. Each of the Series A Debentures, the Series B Debentures, Seri,es C Debentures, and/or the Serles D Debentures: are prdposed to be listed on the whole.sale debt market segment of the BSE {defined below} within a period of 20 (Twenty) calendar days from the relevant Deemed Date of Affotmcnt (defined below).

G. Tho Debenture Trustee Is regi5tered with th~ Sm:urttles EXchange 3¢;J(d of India ("S£81") as a 2

For-Vastu Housing Pif":ar.ce -Corpo;•&!ion Ud.

)\ -.k Authorised Signatory

Dccurnent No. /f,/,S of2Bi,4_of Book

~contains c,7 Sheets 2--if heet

Registering officer

TP/230964312018

debenture trustee under the Securities and Exchange Board of India (Debenture Trustee) Regt,J!ations, 19$3 Pf1d. pu.-s.uant to the consent letter dated Febn,iary 20, 1018received from the Debenture Trustee, :the Debenture Trustee has agreed to act as the trustee in trust for and on behalf of ;md for the benefit of the Debenture Holder{s) (defined below) from tfme to time, and each of their successors and assigns.

H. The Debenture Trustee and the Company have entered into a Debenture Trustee Agreement dated February 27, 2018("0ebeht1,1re Trustee Agreetnent") e><ecuted between the Debenture Trustee and the Company, whereby the Company has appointed the Debenture Trustee and the Debenture Trustee has agreed to be appointed as a debenture trustee on beh::.ilf of and for the benefit of the Debenture Holder{s} forpurpose1, set out therein.

l, One of the terms of the Issue is that the redemption of the principal arnounts~ interest, the retm,merat1on of the Debenture Trustee, and all ctists, c;harges, expenses and other mon1es payable by the Comp;:iny in respect of the Debentures will be inter afia secured by way of a first ranking. exclusive and continuing ch<!rge over the Charged Receivables (defined below)and by way of a first ranking pari passu mortgage created over the Immovable Property (defined below}.The aforementioned mortgage over the lmmovabfe Property shall be by way of a mortgag~ created under this DTD and registered with the jurisdictional sub~ registrar of assurances;and the Oebentures will be issued in terms hereof.

J. The Company is desirous of executing a debenture trust deed to record the terms and conditions of the lssue, the creation of the aforementioned mortgage over the Immovable Property, theappointment of the Debenture 'Trustee, and the Company's obligations in respect of the Debentures (including Without limitation, terms and conditions of the offer for each of the5eries A Debentures, the Serfes B Debentures, the Series C Debentures, and/or the Series D "Dehentures,the redemption of the Debentures and payment of all costs and expenses th'E!reof). '

K. Accordingfy, the Dt!benture Trustee has called upon the -Company to execute a debenture trust deed on the tenns contained herein.

OPERAll_Vl: TERMS~

1. DEFINITIONS and INTERPRETATION

1.1 Definitions

In this DTD, the following terms shan have the fo!fowlrrg meanings:

{1) 11Act" means the Companies Act, 2013 {"2013 Act'1, and for ;;my matters or affairs prior to the notlffcation of the relevant provisions of the Companies Act, 2013, the C-ompanles Act, 1956 ("1956 Act"), and shall include ;;my rtHmactment, amendment or modification of the Companies Act, 2013, as in effect from time to time.

(2} "Applicant" means a person who has submitted a comj:Jleted Application Form to the Companyin relation to any of the Series A Oebentures1 the Series B Deben_tures., the Series C Debentures or the Series D Debentures (as the case may be) in accordance with the relev;:int Private Pia.cement Offer Letters. The names of the Applicants for the Serles A Debentures and the proposed Applicants for the Series B­Debentures, Series C Debentures and Series D Debentures.are set out in Schedule I.

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. Registering officer

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ForMi1estoneTru~ ~ Pvt I.Id.

(Authorise~/ Din,clor)

TP/2309643/2018

(3) "Applicatipn Forni" means the application form in therelevant Information Memorandums.

{4) "Applic::atton Money" means the subscription monies paid by the Debenture Holders at the time of submitting the Application Form.

(.5} "Ap~llcable Law(s}" includes ;:J!j applicable statutes, enactments or acts of any legislative body in Indra, laws, ordinances., rules, bye•!aws, regulation.s, notifications, guidelines, policies, dlrectlons, directives and orders of any Governmental Authority and any modifications or re-enactments thereof.

(6) "Assets" means, fol" any date of determination, the assets of the Company on such date as the same would be determined in accordance with Indian GAAP.

(7) "Beneficial Owner(s)" mean.!i the hblder{s) ofthe Debentures in dematerialized form whose names is recorded as such with the Depository in the Register of tlenefidal owners.

(.8) "SSE" meahs the BSE Limited.

(9) "Business Day"meansa day {other than a Sunday) on which banks clre normally open for business in Murnbal.

(10) "Call Option" ha:, the meaning ascribed to it in Clause 2.10(b);

(11) "Call Option Interest Rate" means, if the Cal! Optio~ is exercised, 10.40%per annum payable monthly, gross of withholding taxes.

(12) "Capital Adequacy RatlO"means the capital adecruacy ratio as prescribed bV Supervisory Authorities from time to time.

(13) "CERSAI" means Central Registry of Securitisatlon Asset Reconstruction and Security Interest of India.

(14) "CDSL" has the rneaning ascribed ta it in Recital A above.

(15) "CJTES"means the Convention on International Trade in Endangered Sp~cies or Wild t-=auna and Flora, including the protected flora and faunae as demonstrat.ed on the website:www.cites.org.

(16) "Clientloan"means Cilth loan made by the Compa"ny as a lender including managed portfolio.

(17) "Con1-titutional Documents" means the Certificate of Incorporation of the Company, the Memorandum of Association of th-e Company, the Articles of Association of the Company and the ·Certlfici;lte of Registration issued by the S'up_ervisory A.Lrthoritiesto the Company. ·

(18) "Controf'' has the rne.anlng giver: to it in the Act.

(19..) "Condltion5'.Precedent'1 means the conditions set out in Schedule V Part A.

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For·Vastu ~10.usir.g ~inar:ce Corporation Ltd.

R~ 19

) l ;,uthorised Sign~ro __ "_Y __ ""7

Document No. 16 lli' of~of Book

.!3'.ccontains 3J._ Sheets If -)iheet

Regist~9 officer

POr;Je4

F«MilestalleT~P'lt.Lld.

(Authori~etory I Dir9Clor)

TP/2309643/2018

(20) "Conditions.Subsequent" means the -conditions set out in Schedule V Part B.

{21) "Debentures" h.ave the meaning specified in Recital A.

(22) "Debenture Holders"mean collettivefy, the Series A Debenture Holders, the Series B Debenture Holders, the Series C Debenture Holders and the Series D Debenture Holders.

{23"} "Deemed Oates of Allotment"mean the Serles A Deemed Date of Allotment, the Series B Deemed Date of Allotment, the Series C Deemed Date of Allotment and the Series D Deemed Date of Allotment and "Deemed Date of Allotment" shall mean any one of them.

{24) "Depository" means the depository with whom the Company has made arrangernents for demateriali2ing the Debentures, being Natrona! Securities Depositoty limited(NSDL}.

(25} "ORR" has the meaningsp:edfied in Clause 2.l9.

(26) "Due Date"means the date on which any interest or f!qufdated damages, any Redemption Paymentamourrt. and/ot any other mt:mies payable, are -due and payable.

(27) "Early Redemption Date" mean the early redemption date referred in Clause 2.l•{a)(iil) or Clause 2.lO{b)(i!i), a.s the context may require~ and shall be construed accordingly.

(28) "Event of Default" shall have the meaning set forth in Clause 4.2.

{29) "Exclusion Ust'!meaTls any actiVity indudii-ig

{a) production or trade in any product or activity deemed illegal under host country Jaws or regulations or internatiohal conventions and agreements, or subject to internammal bans, such as pharmaceuticals, pesticides/herbicides,ozone deptaing substances, PCBs, wildlife or products regulated under CITES;

(bl production or trade in weapons and munitions;

{cl production or trade in alcQholic beverages {excluding beer and wine);

{d) production or trade in.tobacco;

(e) gambling, casinos and equivalent enterprises;

(f) production or trade in radioactive materials (this does not appty to the purchase of medical equipment, quality control (measurement) equipment),;

(g) production or tra.de Jn- unbonded a:!ibestos fibers {this does not apply to purc;ha5e and use of bonded asbestos cement sheeting where the asbestos content is less than 20%};

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TP/2309643/2018

(h) drift net fishing in the marine environment using nets in excess of 2.5 km. in J~ngth;

{i) . prnduction or activitie, involving harmful °' exploitative forms of forced labor, or harmful child labor;

Ii) prnductlon, trnde, stotage, or ttansport of significant volumes of hamdous chemicals, or commercial !iCa!e usage of hazardous chemic;;i!s (h92ardo~s chemicals include gasofine, kerosene, and other petroleum products);

(k) production or activities that impinge on the lands owned, or claimed un-der adjudlc:ation, by indigenous peoples, without full documented consent of such peoples;and/or

(i) whlch may resu..!t in funa1ng or supporting any individual or organisation designated as:

(i) terrnr•ts or terrorist organizations by the United Nations, the European Union and any other app!h:able country;and/or

{ii) per.oonsJ groups or entttles which are subject to United Nation_s, European Union and the US Office of Foreign Asset Control (OFAC) sanctlons.

(30} "Exercise Date", means the date occurring·on the expiry 'Of a period of 35 (thirty six) months or the expiry of a Period of 60 {shd:y) months from the Serl.es A Deemed Date of Al!otment,as more particularly specified in Schedul'e IV.

{31) "Financial Year~ means each period of 12 (Twelve) months commencing on April 1 of any r;:alendar year and ending on- March 31 of the subsequent calendar year.

(32) ,;Final Redemption Dates" mean the Series A Final Redemption Date, the Series 13 Ftnal Redemption Date, the Series C Final Redemption Date and the Series D Final Redemption Date and Hfinal Redemption Date" shall m~n any one of them.

(33) nFinal Settlement Date" means the date on Which al! obligations of the Company have been irrevoca"bly and uncohditionally paid and discharged in full to the satisfaction of the Debenture Holders.

(34) "Government;d Authorlty"shaU mean any government (central,. state or other.vise) or any governmental agency, semi-governmental or judicial or quasi~judicia! or administrative entity, department or authority, agency or authority including any s.tock exchange or any self-regulatory organization, established und€r any Applicable Law.

(35) "Gross. Loan Pott.folio" means and lndudes the outstanding principal amount of all Client Loans originat-ed by the Company on its own books and the Off Balance Sheet Portfolio.

(36) "Gros$ NPA"shall mean the .ehtire outstanding prfncipal value of the relevant portfofio of the- Issuer that has one 0-r tnore instalments of payments (including principal or interest) overdue for 90 days or more and any restructured loans .

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(37) J•tNR" has the meaning specified in Recital A

{38) "Immovable PropeJrty"shall mean al! that hereditaments and premises which aremore particularly described in Schedule Vias to which Immoveable Property is being mortgaged in favour of the Debenture Trustee in terms of this DID.

{39} "lndebtedness"means any obligation of the -Company (whether incurred as principal, independent guarantor or as a surety} for the paynient or repayment of borrowed money, whether present or future, actual or contingent.

{40) nlndlan GJ!..AP" shall mean the generally accepted accounting principles as prescribed by the Institute of Chartered Accountants of India from time to time and consistently appHed by the Company.

(41) "Information Memorandums" mean coliect!vely the Series A Information memorandum, Series B Information Memorandum, Serles C Information Memorandum and the Series D Information Memor~'.<i.dum.

(41) "Interest" means the interest p;iyable on the Debentures on the Interest Payment Dates-, at the Interest Rate or the Revised Interest Rate as the case may be.

{43) '11nitial Debenture Holders" means an.y one or more of the fundswhose asset management company is Franklin Templeton Asset Management {India} Private Limited, including without limitation, the Franklin India Short Term Income Plan and the Franklin India Income Opportunities Fund.

- {44} "Interest Rate" means 9.95%per annum payable monthly, gross of withholding taxes.

{45) "Interest Payment Dates" mean collectively, the Series,A Interest Payment Dates, the Series B Interest Payment Dates, the Series (Interest Payment Dates and the Series Dlnter'est Payment Dates and"lnterest Payment Date" shall be construed accordingly.

(46) "Issue" has the meaning ascribed to it in Recital A above.

{47) "Key Shareholders" means, collectively, Plenty Private Equity Fund I Limited and Multiples Private Equity Fund II LU>, and "Key Shareholder" means any one of them.

{4B) "liability"means, for any date of determination, the liabilities of the Company on such date as the same would be determined in accordance with the Indian GAAP at such date.

{49) "LODR Regulations" means the SERI (listing Obligations ,md Disclosure Requirements) Regulatio.ns, 2015.

(SO/ "listing Period" has the meaning gfven to it in Clause 2.18.

\51) "Majority Debenture Holders"means such number of Debenture "Holders co!fectivety holding more than 50% {Fifty percent) of. the value of the Outstanding Prindpol Amciurrts of the Debentures.

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r v· i-or ·astu Housing F

l~a::rorafion LfiJ:

P·ll /fl Authorised Signatory

Document No. lh 18 of~of Book

-.:k-contains _:r}_ Sheets 7 ce t -++-- ~~, ice

Registeriiofficer

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For Milestone Trustees~~ Lid.

(Authorised S~ry / Oireci«)

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(52) "M~jodty Resolution" means a resolution approved by such nurriber of Debenture HQ!d~rs that represent more than 50% (tffty percent} of the value of the Outstanding Principal Amounts of the Debehtures held by the Debenture Holders who ate present and voting or if a pol! ls demanded, by such number of Debenture Holders that represent more than 50% (Fifty percent) of the value of the Outstanding Principal Amounts of the D!?bentures held by the Debenture Holders who are present at,d voting in such poiJ.

{53) "Management Team,;means collectively, Mr. San deep Menon and Mr. Sujay Patil.

(54} ':Material 'Adverse Effect" shall mean the effect or consequence of i:'ln event, circumstance, occurrence or condition which h.as caused, as of any date of determination, a material and adverse effect:

{a} on the rights or remedies of the Debenture Trustee acting for the benefit of the DebentUf!= Ho!der_s hereunder or under any other Transaction Document. or

(b) on the ability of the Company to perform its. Qbligations under the Transaction Documents, or

(cl on the ·validity or enforceability of any of the Transaction Documents (including the ability of any party to enforce any of its remedies thereunder).

(SS) "Net Worth" has the meaning ascribed to it in the Act,

(56) "NHS" means the National Housing Bank,

(57} "NHB NCD Directions" means the master circular oh the Housing Finance Companies Issuance of Non-Convertible Oebentures on Private Placement Basis {NHB) Directions, 2014 issued by the NHB {as amended, updated, modified or restated from time to time) and the Housing ~inance Companies (NHB) Directions, 2010(as am.ended, updated, modified or restated from time to time).

(58} "Nominee Director" shall have the meaning given to the term in Clause 5.8.

(59) "NonRPetforming Assets" or "NPAJ1 has the meaning given to it in the Housing Finant.e Companies {NHB} Directions, 2010{as amended, updated" modified or restated from time to time).

(60) "NSOL" has the meaning ascribed to It in Rec[ta! A above ..

(61} "Obligation$"rneans an present and future obligations (Whether actual or contingent and whether owed jointly or severally or ln any capacity whatsoever) of the Company to the Oebenti,ire Holders or th~ Debenture Trustee under the Transaction Documents, including without lim.itation, all costs-, charges, expenses and other monies payable by the Company in respect of the Debentures.

{62) "Off Balance Sheet Portfolio" means the outstanding printipal balance of all Client loans securitized, assigned, originat~d on behalf of other institutions otherwise sold off in respect of which the Company has provtded credit enhancements in any form or manner whatsoever lndul'.ling Client loans originated on behalf of other entities

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by ehtering into partnershjp agreements but not included on the Company's own book1 excluding tnterest receivables ..ind accrued interest.

(63) "9ffer Schedule" means collectively, the Series A Offer Schedule, the Series- B Offer S-chedufe, the Series C Offer Sched.ule and Serie_s D Offer Schedule.

(64) ]]Outstanding Principal Amounts"means, at any date, the principal amounts outstanding un_der the Debenturesbeing the aggregate of the series A Outstanding Principal Amounts, Serles B Outstanding Principal Amounts, S~ries c Outstanding P-rincipa!Amo.unts and the Series D Outstanding Principal Amounts.

(SS) "Outstanding Amountsu means, at any date, the Outstanding Pr'lncipal Amounts together' with any accrued interest, additional interests, costs, fees, charges, and other amounts payable by the Company in respect of the Debentures.

(66) "Payment Default" shall mean any event, act or condition which, with notice or lapse of time, or both, would constitute an Event of Default under Clause4.2.

(67} "PersonH shaJI mean ail'( individual, partnership, joint venture, firm, corporation, ass~iation, limited liability company, trust or ottier-enterprise or any government or political subdivision oran_y agency, department or instrumentality thereof.

(68) "Private Placement Offer letters"mean collectfveiy, the Series A Priv~te Placement Offer Letter, the Serles B Private Placement Offer Letter, the Series C Private Placement Offer letter and the Series D Private Placement Offer Letter.

169} "Put Option" shall have the meaning ascribed to it in Clause 2.10{a}.

(70) "P1,1t Option Interest Rate" rneans, if the Put Option !s ex~rcised, 9.50% per annum payable monthly, gross of Withholding taxes.

{71) "quarterly Date" means each of January 31, Aprii 30, July 31 and October 31 and Quarterly Oates shalt be-construed accordingly.

{72) "RBI" means the Reserve Bani< of India.

{73) 1'RatingAgency" means Bric:kwork Ratings. lrid!a Private limited, having its registered office atNo. 29/3 & 32/2., 3rd Ftdor, Raj Afkaa i='ark, Kalena Agrahara, Bannerghatta Road, Bangalore - 560076,

(74) "Rating Downgrade1' means the rating of the Company .is downgraded to "8BB+1' or below {or its equivalent rating).

{75} "Redemption Payment" means the payrnerit of the Outstanding Principal Amounts of the Debentures on the Exercise Date or the respective Final Redemption Dates.

{76) "Register of Beneficial owners" means the register of beneficial owners of the Debentures maintained in the records of the Depository, as the case may be.

(77} "Register of Debenture Holders" means the register maintained by the Company in accordance witfl Section 88 of the Act.

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For Vasiu Housi.1g Fina,ie!:Jration Ltd.

For MIiestone Trusteeship Services Pvt. Ltd.

. (Authorised ~i~)

P,i/1<1 Authorised Signatory

Doi:ument No. /t, /'i? of~&/if Book

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Regfster/;(g"officer

TP/230964312018

{78) '-'Registrar" shall mean the registrar and transfer agent appointed for the issue of Debentures, being BigShare Services Private Limited.

(79) '1R~vised Interest Rate" means the Put Option Interest Rate or the Call Option ltiterest Rate.

(80) "ROC" means the jurisdictio.na! Registrar of Companies.

(81) "SEBJ" tneans the Securities and -Exchange Board of India.

{82) "Secured ObligatiQns" means the Obligatlons, and indudes the making of payment of any interest, redemptfon of principaJ amounts, default interest, additional interest, liquidated damages and anYother costs, charges and expenses •

. (83) "Securjty" tneans the security created in favour of the Debenture Trustee to secure this Issue, details of which are provided for in Clause 2.9.

(84} "Security Cover" shall have the meaning set forth in Clause 2.9.

(85} "Series, A Debenture Holders"has thef meaning specified in Clause 2.1 and for any subsequent Series A Debenture Holders, each person that fulfils the following requirements:

(i) Persons-who are registered as Beneficial Owner$; and

(ii) Persons who are registered as a debenture holder in the Register of Debenture Holders.

Sub-paragraphs {a) and (b) shall be deemed to include transferees of the Series A Debentures registered with the Company and the Depository from time to time, and in the event of any inconsistency between sub-paragra.ph (a) and {bJ above-, sub parag,raph (a) shall prevail.

(85) "SErtes AOeemed Date of Allotment"has the meaning specified in Clause 2.3.

{87) "Series Alnfonnation Memor:1ndum" shall have the meaning assigned to the term in Recital 13 above.

{88} "Series Alnterest Payinent Dates'; means th'e dates as specified in Schedule HI Part A on which payment of Interest shall be made jn respect of the Series A Debenturesand includes the revised Interest pursuant to any Step up or Step Down in accordance with Clause Z.7A.

{89) "SEries. A Off~r Schedule" means the schedule of offer and allotment of Series A Debehtures as specified 1n Schedule VIII.

(90) "Series AOutstanding Prlnclpal Amounts" means, at any date, the principal amounts outstanding under the Series A Debentures.

{91) "Series APrivate Placement Offer Letter" shall have the meaning assigned to the term in Recital B above.·

10

Document No. . I b[ of.2.!2l..!bf Book

1_1::-contains .1]__ Sheets / Al veet

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Page10

ForMilestoneTru$1eesh~/ Lid.

(~.uthnrised Sig~/ DI~)

TP/2309643/2018

(92) "Serles AFlnal Redemption Date" means February 27, 2025, unless the Put Option or can Option are exercised In accordance with Cl:iuse 2.lQ{a} or {b}, in which case. the Series A Fina! Redtimption Date shall be that date occurring on th(? expiry of 36 (thirty .s-ix) or 60 {sixty) months from the Series A Deemed Date of Allotment as more parti'cularlyspedfied in Schedule JV Part A,

(Sl3} ~Series 8 Oebenture Holders9 has. the meaning specified in Clause 2,.l and for any .!;Ubse_quent Series B Debentllre I-folders, each person that fulfils the foliowing requirements:

{i} Persons who are registered as Beneficial Owners; and

(ii) Persons who are registered as a debenture holder in the Register of Debenture Holders.

Sub--.paragraphs {a} and (b) shall be deemed to include transferees of the Series B Debentures registered with the Company and the Depository from time to time, and in the event of any inconsistency between sub-paragraph {c1) and (b) above, sub paragraph {a} shall prevail.

(94) "Series BDeeffled Date of AJlotrnent"has the meaning specified in Clause 2.3.

(95) "Serles B Interest Payment Dates" me<ms· the date~ a·s _specified in Schedule Ill Part B on which payment of Interest shalt be made in respect pf the Serles B DebentuTT!sand in.dudes the revised Interest pursuant to any Step up or Step Down in accordance with Clause 2.7A.

(96) 11SeriesBlnfonnqtion Memorandurt1" means the debt discfosure documentin relation to the S~r:ies -B Debentures to be prepared and issued fn accordance with the Series 8 Offer Schedule.

(97) "Series B ~r Schedule'' means the schedule of offer and allotment of series B

Debentures as specified in Schedule VIII.

(9B) "~erie,5, BOutstandiog Principal Amounts" means, at any date, the principal amounts outstanding under the Serf es B Debentures.

(99)

(100)

(101)

''Series a.Private Placemel"lt Offer Letter" means the ))riv.ate placement offer letter in relation to the Series B Debentures to be prepared as per Section 42 of the Companies Act, l013 read with the Companies {Prospectus and Allotment of Securities} Rules, 2014 and to' ,be issued in accordance with the Series B Offer Schedule.

"Series BFinal "'demption Date" means February 27J 2025, unless the Put Option or Call Option are exercised in accorctance with Clause 2.lO{a) or (b), in which case the Series B Final Redemption Date shall be that date occurring on the expiry of 36 {thirty sb:) ar 60 (sixty) months from the .Serles A Deemed Date of Allotment as more particularly specified in Schedule IV Part B.

"Series -C bebenture Holdel'$."has the meaning specified in Clause 2.1 aM for aiw subsl?quertt Series C Oebf!nture Holders, each person that fulfils the followlng requirements;

11

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For MlleSIOnfl Trusteeship

Document No. ({q l% o~6f Book

~ contains ..3.1 Sheets~eet

Re.gist~ring officer '---------·--··- . .

TP/2309643/2018

(i) Persons who are registered as Beneficial owners; and

{ii) Persons who are registe,ed as a debenture holde, in the Registe, of Debenture Holders.

Sub-paragraphs (a) and (b) shalt be deemed to include transf~rees of the Series C Debentures registered with the Company and the Depository from time to time, and in the event of any inconsistency between sub-paragraph (a) and {b) above, sub paragraph (a) shall prnvail.

{102) "Series CDeemed Date of Allotment"has tile meaning specified in Clause 2.3.

{103) "Serles tlnterest Pavment Dates" means the dates as specified fn Sr.hedu!e Ill Part C on which paymetit of Interest shall be made !n respect of the Serles C Debenturesand includes the revised Interest pursuant to any Step up or Step Down ih accordance with Clause 2.7A.

(104) "SeriesClnformation Memorandum" means the debt disclosure documentin relation to the Series B Debentures to be prepared and issued in accordance with the Series C Offer Schedule.

{105) "Series C Offer Schedule" means the schedule of offer and allotment of Series C Debentures as specified in Schedule VIit

{106) "Series COutstanding Principal Amour:rts" means, at any date, the principal amounts outstanding under the Series C Debentures.

{107} "Series (Private Placement Offer Letter" means the private placement offer letter in relation to the Series C Debehtures to be prepared as per Section 42 of the Companies Act, 2013 read with the Companies {Prospectus and Allotment of Securities) Rules, 2014 and to be is.sued in accordance with the Series C Offer Schedule.

{108) "Series C Final Redemption Date" means February 27, 2025, unless the Put Option or Call Option are exercised in accotdance with Clause 2.10{a) or (b), in which case the Series t Final Redemption Date shall be that date occurring on the expiry of 36 {thirty six} or 60 (sixty) months from the Series A Deemed Date of A!!otment as more particularly specified in Schedule !V Part C.

{109) "Series D D11benture Holders"has the meaning spectfied in Clause Z.1 and for any subsequent Series D Debenture Holders, each person that fulfils the following requirements:

{i) Persons who are registered as eeneflclal Owners; and

{ii) Persons who are registered as a debenture holder in the Register of Debenture Holders.

Sub-paragraphs (a) and (b) shall be deemed to include transferees of the Series D Debentures registered with- the Company and the Depository from time to time, and in the event of any incons"rstency between sub-paragraph {a} and (bl abo~. sub paragraph {a) sha!! prevail.

12

P(lr,e 12

ForVastu I-lousing F;na ~ .., , nc,e Corporatfon Ltd

»--J- .

I Authorised Signatory

''il B DocumentNo. /'21:E "'-L" 1 o,....., <>of Book

contilins ..3l. Sheet ) '2..-s ~ veet

Registering officer

TP/2309643/2018

(110) "Series DDeemed Dateqf Allotment"has the meaning specified in Clause 2.3.

{111) ••series Dlnterest Payment Dates" means the dates ds specified in Schedule !JI Part Don which .payment of Interest shall be made in respect of the Series D Debentures.

{112) "SeriesDlnformation l\llem0randum" means the debt d_isi;losure documentin relation to the Series B DebentiJr:es to be prepared and issued in a,cordance with the Series D Offer Schedule.

\113) "Series D Offer Schedllle" means the schedule of offer and allotment of Series D Oebentures as specified in Schedule V!II.

{114) "Series OOutstanding Principal Amount!ii" means, at any date, the principal ;3mounts outstanding under the Serles D Debentures.

(115) "Series -OPrivate Placement Offer Letl;er" means the private placement offer letter in relation tQ the Series D· Debentures to be prepared as per Section 42 of the -Companies Act, 2013 read With the Companies {Prospectus and Allotment of' Securities) ftuh~$, 2014 and to be tssued in accordan~ with. the Series D Offer Schedule.

{116) I/Series DFinal ~edemption Date" rneans February 27, 202S, unless the Put Option or Gall Option <1re exercised in accordance with Clause 2.10(a) or (b), in which case the Serles D Final Redemption Date shall be that date occurring on the expiry of 36 {thjrty six) or 60 (sixty} months from the _Series A Deemed Date of Allotment as more particularly specified in Schedule IV Part D.

{117) "Special Majority Debenture t-tolders" mer.ms such number of Debenture _Hofders col!ectfvety holdin~ more than 75% {seventy fl\/e percerit} of the value of the Outs.t;:inding Principal Amounts of the Debentures.

{118j "Special Resolution" means resolution approved by such 11urr:ber of Debenture Molders that represent more than 75% (seventy five perce.nt) of the vatue of the Outstanding Principal Amounts of the Debentures held by the Debenture Holders who are present and voting or if a poll is demanded, by such number of Debenture_ Holders that represent more than 7$% (seventy five percent) of the value of the Outstanding Principal Amounts of the Debentures held by the Debenture Holders who are present and-Voting in such poU.

{119) ''Step Down Rate'1 has the meaning given to it under Clause 2.7A(b).

{120} "Step Dawn"· means the payment of interest at the Step Down Rate in accordance with Clause 2.7A(b}.

{121) "Step Uf m~ans th.e payment of interest at the Step Up Rate in accordance with Clause 2?A(a).

{122} "Step Up Rate" has th.e me<mlng given to lt under Clause 2.7A{a).

{123} "SUbordinated Debtn has the meaning given to it in the Housing Finarn::e Companies {NHB) Directions, 2010{as amended, updated, modified or restated from time to time].

13

Authorised Signatorv P,2 ~ .

Page13

for t,li\eSIOll8 Trusteeship Sel'lices Pvt. L~­

~;rect<>r) (Authorised Sig~IY I D

Document No. I~ Ill of~of Book

__!E..contains 3l Sheets I 'l 7 Register:ng officer

i\

TP/2309643/2018

{124) "Supervfs:ory Authorities" means the NHB and, to the extent applicable, the RBI.

j125) "Tax1' means any present or future tax, levy, duty, charge, fees, ded_uctions,

witl,hofding.s, surcharges, cess, tum•ver tax, transacti'on tax, stamp tax or other .charge of a similar nature {including any penalty or.interest payable on account of anyfaflure to pay or delay in paying the same), now or hereafter imposed by Law by any Governmental Authority and as maybe applicable in relation to the payment obligations of the company under this DTD,

(126) "Tax Deductloh" me:ans a deduction orwlthholding for or on account ofTaxfrom a payment under a Transaction Document pursuant to Applicable Law.

{127} "Testing Date" means each of March 31 an:d 5e.ptember 30 and "Testing Dates" shall be construed accordingly.

{128) "Total Assets" me::ms, for any date of determination, the total Assets of the Company on such date.

{129) "Transaction Dotu111ents'1 has the me<ming given to it in Clause 2.S(f).ahd

{130} "Trust" has the meaning given to it in Clause 2.S{b).

1.2 Interpretation

(a) The recitals and schedules constitute an integral and operative part ofthisDTD.

(b) Unless the context otherwise requires reference to Clause and Schedule is to a clause and schedule of this OTO.

{c) Headings to Clauses1 parts and p!3ragra,phs of schedules iare for convenience only and .do not affect the interpretation of this DTD.

ld.l Reference-to at'ly statllte, regulation, or such provision shall include:

{[) all statutory and regulatory instruments or orders including subordinate or delegated legislation (Wh~ther by way of rules, notifications, bye•laws and guidelines) made from time to time under that provision (whether or not amended, modified, re-enqcted or consolidated); and

lii) stlch provision as frorn time to time amended, modified, re-enacted or -consolidated ta the elCtent such amendment, modification, re-enactment or consofidation applies or is capable of applying to any transactions entered into under this OTO and (to the extent liability thereunder may exist or can arise) shall include any past statutory provision (as from time to time amended, modified, re~ enacted or consolidated) which the provision referred to has directly or indirectly J'eplaced.

(e) Reference to any docum~nt includes an amendment or suppiernent to, or replacement or 11ovation of, that document, but disregarding any amendment, suppiement, rep!a"Cement or novatlon- made in breach of this OTD.

(f) Reference to an ,.,arnendment" includes a _supp!ernent, modification, novation, 14

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P,£ IR Document No: ~,g f.'c,..,/1> f . r,, ::--:::~"--"-- 0 -et/,.!!O Book

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For Milestone Trus\ee$h1p SetvlceS ~ Lid.

(Authonsed ~rector)

TP/2309643/2018

replacement or re-enactment ;md "amended" lsto be tonstrued accordingly.

(g) Words denoting the singular shall lm;:lude the plura:t and vice Ver.ia.

{h) Words denoting any gender include all genders.

(i) References to the Wtird "include" or "including" shall be construed without llmltation.

U) References to a "per-sonlt or "Person"(nr to a word importing a person) shall be construed so as to include:

(i) individual, sole prnprietorship, firm, p,rtnership, limited liability partnership, trust, jQint \lenture, company, corporation, body torporate, unincorporated body, association, organisation, any governmental agency or other entity or organisation /whether or not in each case having separate !!;!gal personality);

(ii) that person's successors in title, executors, and permitted transferees and permitted assignees: and

(iii) 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) Words. "hereqf", "herein", "hereto", "hereunder" and words of similar import when used with reference to a specific Clause in this DTD shaU refer to such Clause in this DTD and when used otherwise than in connection with specific Clauses shall refer to this DTD as a whole.

(l) In the computation of periods of time from a specified <fate to a later specified date, the words "from" and ''commencing on•t mean "from and including" and "commencing ort and including", respectively, and the words "to'\ "until" and "ending on" each mean "to but not including", "unt_il but not including" and "ending on but not including" respectively.

{m) Unless otherwise specified, wh~never any payment to be made or action to be taken under this DTD, is required to be made or taken on a day other than a Business Day, such payment shall be made or action be takeh on the immediately following Business Day.

(n) Words or phrases used herein and not defined shall have the same meaning as assigned to such Words or phrases in the Information Memorandums.

(o) Where a wider construction is possible, the words "other" and "otherwise" shall not be construed ejusdem generis with any foregoing words.

(p) All references in this DTD or other Transaction Documents to the Debenture Trustee taking any actions, exercising any powers or rights, executing any documents or instrument or pro\lidlng any confirmations shall be interpreted at all times as acting 011 the prior written instructions of the Debenture Holder.

15

Document No /01!? o~of Book

&contains .3J.. Sheets. ,IS:. ;ti:et Regrs::e~ of1 rce.r

Page15

' TP/23096431;l018

{q) All references in this OTO 'ci.nd/or other Transaction Documents to the determination or discretion or opinion to be exercised, ln relation to the happening or non­happening of any event or exercise ofanv rights, would mean, at the determination or discretion or opinlon of the Debenture Holders {in .attordance with a Special Resolution) or of the Debenture Trustee (in atcordarrce the instwctions of Speda! Majority Debenture Holders or a• Special Resolution passed by Debenture Holders) and such determination shall be final and binding upon the Company~

1.3 Conflict

(a) 1he provisions contained in this DTD· shall be read together with the provisions contained in the Information Metnorandums, the Transaction Documents and any oHier agreement entered lnto among the Company, the Debenture Holders, and/or the Debenture Trustee. The terms alld conditions of the issue of Debentures pursuant to the Information Memorandums and any other agreement, entered into between the Company and tlie Debenture Holders/Debenture Trustee, shall be binding on the Company and the Debenture Holders/Debenture Trustee, as the case may be and a!/ persons daimir:i~ by, throllgh or undar any of them until execution of this DTD. The Oebent1,1re Trustee. shall be entitied to enforce the obligations of the Company contained in the !nfonnation Memorandums.

{b)_ In case of any repu_gnancy, inconsistency or where there is il conflict between the tertns in the Information Memara11dqms, and the provisions contained in this DTD and any other agreement, entered into betl.yeen the Company and the Debenture Holders,_the provisions (;ont;::iined ln this DTP shalt prevail,

2. AMOUNT AND TERMS OF DEBENTURES; SECURJTV

These terms shaU be binding on the Company, the Debenture Trustee, the Debenture Holders ,and all persons cl;::ifroing by, through or under any of them and theDeberitureTrustee sh-all be entitled tp enforce the Obligations of the Company under Or pursuant to these tetms.

2.1 Amount of Debentures; Purpose

(a) Series A Debentt1re5 ·

,Ii} For the Purpose an__d at the request of the Comp;::iny, the Applicants whose names. and addresses are set· out in the AppUcaticln Form (herein;::ifter refurred to as ~he "Serie;; AD.ebenture Holders.") have agreed to subscribe to the Com1;1any's S00(five hundred} secured, senior, rated, listed, taxable, transferable, redeemable, non-convertible debentures of the face value of JNR 10,0D-,OOOf(lndian Rupees Teri Lakhs. Dnly)each aggregating to 1NR 50,00,00,000/- {lndi\ln RupeesFiftyCrores Only)in accordance with the Series A Offer Schedule for cash at par b,,' way of private placement, to the rnax!mum extent set out against itsname in Schedule t on the- terms and conditlo.ns tc:mt;::iined ln the Serles A lnforrnation Memorandum for private pl;::icement issu_ed by the Company.

(ii) Each Series A Debenture shall be ·a fully paid up debt capftal instrument.Each Series A Debentureis asecured debt capil:al instrument. Each of the S.eries A

16

Poge16

For MilestOne Tru

Document No. lb 1-8 of~of Book

....1::-contains _-5[]_ Sheets. lb - S1'1t

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c\

TP/2309643/2018

Debentures constitutes direct, unconditional, senior, secured obligations of the Campany (without any preference tnti=:r se whatsoever on account of date of issue or allotment or otherwise).

(b) Sel'ies B Debentures

(i) For the Purpose and at the request of the Company, the Applicants whose names and addresses are set out in the Application Form (hereinafter referred to as the "S~ries BDebenture Holders") have agreed to subscribe to the Company's 500 tflve hundred) secured, senior, rated, listed, taxable, transferable, redeemable, non~convertible debentures of the face value of INR 10,00,000/-{lndian Rupees Ten lakhs Only) each aggregating to INR 50,00,00,000/- (Indian Rupees Fifty Crores Only}in accordance with the Series B Offer Schedule for cash at par by way of private placement, to the maximum extent set out againrt Its name in Schedule I on the terms and conditions contained in the Series B Information Memorandum for private. placement issued by the Company.

(ii) Each Series B Debenture shall be a fully paid up debt.capital instrument.Each Series B Debenture is a secured debt capita! instrument. Each of the Series B Debentures constitute direct, unconditional, senior, secured obligations of the Company (without any preference inter se whatsoever on account of date of issue or aHotment or otherwise).

{cl Series C Debentures

{i) For the Purpose and at the request of the Company, the Applicants whose names and addresses ar.e set out in the Application Form (hereinafter referred to as the "Series (Debenture Holders") have agreed to subscribe to the Company's 400{four hundred) secured, senior, rated, fisted, taxable, transferable, redeemable, non-.convertible- debentures of the face value of INR 10,00,000/-{lndian Rupees Ten Lakhs Only) each aggregating to INR 40,00,00,000/- (Indian RupeesFortyCrores Only)in accordance with the Serles C Offer Schedule for cash at par by way of private placement, to the maximum extent set out against its name in Schedule I on the terms and conditions contained in the Series C Information Memorandum for private placement issued b',' the Company.

{ii) Each Series C Oebenture shall be a fully paid up debt capital instrument.Each Serles C Oebenture is a secured debt capital instrument. Each of the Series C Debentures constitute direct, unconditional, senior, secured obligations of the Company (without any preference inter se whatsoever on account of date of issue or allotment or ?therwise).

(d) Series D Debentures

{I) For the Purpose and .at the request of the Company, the Applicants whose names and addresses are set out in the Application Form {hereinafter referred to as. the "Series OOeb1mture Holders") have agreed to subscribe to the Company's GOO{six hundred} secured, senior, rated, listed, taxable, transferable, redeemable, non-convertible debentures of the face value of

17

Authorised Signatory

~ Document No. /6 /B of~of Book

...Q'..,,contains ft Sheets I 1 ~t

Reglstc::·ing officer

Page17

For Milestone Trus~ l'vt. Ltd.

(Authoris..;-~tory I Director)

TP/2309643/2018

lNR 10,00,000/-(lndian Rupees Ten Lakh OnfyJ each aggregating to !NR 60,00,00,000/- {Indian RupeesSi)<J;y Cron:! OnlyJin accordance With the Series D Offer Schedule for ca.sh at par by way .of private placement, to the maximum extent set out against it~ name in Schedule I on the terms and conditions contained in the Series D Information Memorandum for private placement issued by the Company,

(\1) Each Series D Debenture shall be a fully paid up debt capital instrument.Each Series D Debenture is a se,cured debt capital instrument. Each of the Series D Debentures constitute direct, unconditional, senior, secured obligations of the -Company (without ahy preference inter se whatsoever on account of date of issue or allotment or otherwise),

(e) Security

The Debentures are secured byway of the security created by the Company over the Char.ged Receivables which is an -exclusive~ continuing and first ranking security created solely far the benefit of the Debenture Ho!dersand by way of a first rankingpari passu charge by way of l'llottgage over the Jmmovable Property under this DTO,

{f) Conditiohs Precedent

The subscription to each of Series A Debentures, the Series B Debentures, Series C Debentures, and/or the Series D Debenturesby the Debenture Holders/Applicants on the relevant Deemed Date of Allotment is subject to and conditional upon the fulfillment of the Conditions Precedent to the satisfaction of the relevant Debenture Holders/Applicants unless specifically waived or modified in writing.

(g) Conditions Subsequent

The Company further undertakes to fulfill the Conditions Subsequent to the satisfaction of the Debenture Holders within thetimelines prescribed therein.

(h) Purpose

The funds raised by the Issue sh;ill be utilized by the Company solely for the Purpose and the Company shalt not use the proceeds of the Issue towards:

(i} any capital market instrument such as equity, debt, debt linked and equity linked instruments or .af'TY other capital market related activities; or

{ii) any speculative purposes; or

,(iii) any activity on the E;xdusion List;

(iv) investment in the real estate sector; or

M in 'Contravention of any guideHnes, rules or regulations of the Supervisory Authorities.

PROVIDED HOWEVER THAT the Company shall be entitled to temporarily invest _the

1S

Page :1.B

~v-,.,...,,.. TrusteesE· Servmes Pvt. Lid, Form,==~· •

(Authortsed SI atory / Dlreclot)

Authoris,ed Signatory

Document No. g f.•"~" r, . 0 =of Book

...lk-contains ...JJ.. Sheets I/? Sl1eet

Regist~mcer

TP/230964312018

funds raised by the Issue in liquid mutual funds and deposits held with scheduled commercial banks for a period not exceedtng 60 calendar days from the relevant Deemed Dates of Allotment.

{f) rhe Company covenants wjth the Debenture Tru~ee that it shall pay to the Debenture Holders the applicable interest at the Interest R.ate,in respect of the Debentures on each l!lterl;!st Payment Date as spl;!cified in Schedule m, or earlier in case of any default, and shall also pay all other amounts due in respect of the Debentures as stipulated and in aci:ordance with Clause 2. the Company shall make / re[ease all p2iyments due by the Company in terms of the Transaction Documents to the respective Deb~nture Holders in proportion to their dues.

2.2 Face Value and TitJe

(a) The face value of each Oebenture is INR 10,00,000/-(lndian Rupel;!s Ten Lakhs Only).

(b) The issue price of each Debenture ls INR 10,00,000/· (Indian Rupees Ten Lakhs Only).

2.3 Allttttneht of Debentures

The Series A Debentures will be deemed to be allotted to the Series A Debl;!nture liolders on February 27, 2018("Series ADeemed Date of Allotment").The Series B Debentures wlll be .deemed to be allotted to the Series B Debenture Holders on March 28, 2018("Series BDeemed Date of Allotment"). The Series C Debentures will be deemed to be allotted to the Series C Debenture Holders On April 30, 2018{"S'eries CDeemed Date of Allotment'l The Series D Debentures will be deemed to be allotted to the Series O Debenture Holders on May 28, 2018 ("Series DDeemed Date of Allotment;').A!I benefits relating to the relevant series of Debent1.1res will be available to the Debenture Holders from the respective Deemed Dates af Allotment, If the Company fails to allot the relevant Debentures to the Applicants within 60 (sixty) days from the date of receipt of the Appli.:atioh Money ("Allotment Period"), 'it shall repay the Application Money to the Applicants within 15 (Fifteen) days from the expiry of the Allotment Period ("Repayment Period"}. If the Company fails to repay the Application Money within the Repayment Period, then Campany shall be liable to repay the Application Money along with interest at the rate of 12% (Twelve Percent) per annum, gross of withholding t;i,ces) from the expiry of the Allotment Period. PROVIDED HOWEVER THAT, no interest shall be payable if the Co.rnpany is paying interest under the provisions ·of Clause 2.6 •

.2.3A Offer Schedule

(a]

{bl

(c)

(d)

The Company .shall offer and allot the Series A Debentures in accordance with the Serie_s A Offet Schedule.

The Comp2iny shat! offer and allot the Series B Debentures in ac-cordance with the Series ,B Offer Schedule (including the issuance of the Series B Private Placement Offer Letter In accordance with the Series B Offer Schedule).

The Company shall offer and allot the Series C Debentures in accordance with the Series C Offer Schedule (including the issuance of the Series C Private Placement Offer Letter in accordance with the Series c Offer Schedule).

The Company shall .offer and allot the Serles D Debentures in accordance with the 19

Page.l9

ForVastu 1--;0,,",·"" F' "" •k; /nan"e ~ .., -., ..... - vorcorstfon Ltd.

~✓ f,S Im Auiharisea Signatory

lb/ n of n-•""f Book Document No. r,, "- -~

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TP/2309643/2018

Series D Offer Schedule (including the issuanCi:! of the Series D Private Placement Offer Letter in act-0rdan.ce WLth the Series D Offer Schedule).

2.4 Application Money

The Application Money re,eived by the Corrlpany shall be kept in a separate bank account maintained by the Cotnpi:lny with a scheduled bank and shall not be utilised for any purpose. other than for:

(a) adjustment ag'ainst al!ottn~nt of Debentures; or

{b) repayment of Application Mon~y in case the Company fs unable to allot the Debentures.

2.5 Debenture Trustee for ttie Debenture Holders

{a) l-1ursuanttothe Debenture Trustee Agreement, the Debenture Trustee has agreed to act as the trustee for the benefit of the Oebenture 1-lolders in respect of the Debentures. The Debenture Trustee is authorized to:

(i) to execute and deliver this DTD, all _other Transaction Oncuments _and all other documents, agreements, instruments and certifil;ates contemplated by this DTD or other Transaction Docutnents, which are to be executed and delivered by the Debenture Trustee;

{ii) to take whatever action as may be required to be taken by the Debenture Trustee by the terms <1nd provisions of the Tra-nsact1on Documents in accordanLe with the terms and ptovisions of the Transaction Documents, to exercise its rights and perform Its duties and obligations under each of the tlocuments, qgreements, instruments -and certificates referred to in sub­Clause {i) above in such documents, agreements,, instruments and certificates; andsubject to the terms and provisions of this DTD and th:e other Transilction Documents, to take such other action ln connection with the foregoirtg as the Debenture Holders may from time to time direct.

(b) The Company hereby settles in trust with the Debenture Trustee the amount of !NR 1,0•0/· (Indian Rupees One Thou-sand Only). The Debenture Trustee has accepted the a,bove amount of INR t,000/- {Indian Rupees One Thousand Only) in trust declared and, subject to the terms and conditions in this DTD, agreed to act as trustee for the benefit of tl")e Debenture Holders in relation to alt amounts received by it in respect oftl,e Debenture 1-Jofders {the ''Tru!lit"}.

{cj The Debenture Trustee shall act as the trustee for the benefit and interest of the hofder(s) of the Debentures and their successors, transferees and subject to the terms and provisions of this DTD a-nd otl")er Transaction Documents.The Debenture Trustee shall, at all times, exercise the authority, power and discretiOn granted to it under this DTD for the benefit and in the best interest of the holder(s) of the Debentures and their successors and transferees.

(d) The Debenture Trustee declares that it shall not revoke the b"ust{s) hereby declared until all the Obligations in respect of the Debentures are irrevocably distharged and paid in fuU by the CoMpahy to the Debenture Holders and the Debenture Trustee

. 20

Page20

ForVastu Housing ~nano/ ;orporation u/01 MUestoneTrustee~shiA Services~ Lid.

R~ . (Autholised Sig atory I Director)

I Authorised Signatory p,g r'I.

. Document No. 16 H1 of .2!1,/Jof Book

~ontains ..!1J.. Sheets 2JO 5,_ - .ieet

Regist~ficer

TP/2309643/2018

under the Transaction Documents.

(e) The Debetiture Trustee shall hold upon trust the monies which shall arise or may be obtained by tbe enforcement of the repayment obligations and shall apply such proceeds in accordance with Clause 2.11.

{f) By signing the Application Farm, the Debenture Holders shall be deemed to h2lve irrevocably given their consent to- the Debenture Truste~ or ~ny of thelr ag_ents or authorized offo;ials to inter a/ia do all a,;ts, deeds and things necessary to complete the tssudnce and allotment of the Debentures offered in terms of the Jnfonnation Memorandums to the Debenture HOiders, and to do any a,;t or deed on their behalf in accordance With the provisions of the Transaction Documents. The terms and cohditlons s.et out in the Information Memorandums and this DTD shall be binding on the Company and any permitted assignees or successors in Applicable Law. Thls DTD, the Information Memorandums1 the Deed of Hyp• thecation, the Debenture Trustee. Agreement, the letters issued by the Rating Agency and the Registrar and all other documents in relation to the issuance of the Debentures sh.11! be collectively referred to as the "Transacti!:m Documents".

2.6 Interest

(a) lnterest-onApplic:atto,, Money

Interest at the Interest Rateper annum, payable monthlywill be paid on Application Money to the AppHcants from the date of receipt of such Application Money up to 1 {one} day prior to the Deemed Date of Allotment for a!! valid appUcations, within ?(Seven) Business Days from the rele\iant DE!emed Date of Allotment. Where the entire subscription amount has .been refunded, the interest on Application Money will be paid along with the refunded amount Where an Applicant is allotted a lesser m.1mber of Debentures than applied for, the excess amount paid on application will be refund'ed to the applicant in the bank account of the Applicant as described ln the App!lcation Form towards interest on the refunded money by electronic mode of transfer like RTGS/NfFT/direct credit. Details of allotment will be :sent to every sutcessfuf Applicant. In all cases, the interest instruments will be sent, at the sole risk of the Applicant/first Applicant,

(b) lnteteston lJebentures

Interest on the Series A Outstanding Principal Amounts s.hall accrue monthfy at the Interest Rate and shall be payable from the Series A Deemed Date of Allotment until the Series A Debentures are repaid in full.

Interest on the Serles .B Outstanding Principal Amounts shall accrue mnnthlyat the Interest f:l.ate and shall be payable from the Series B Deemed Date of Allotment until the Series B Debentures are repaid in full,

lnteres.t On the Series C Outstanding Principal Amounts shall .accruemonthly at the Interest Rate and shall be payable from the Series C Deemed Date of Allotment until the Series C Debentures are repaid in full.

Interest on the Series D Outstanding Principal Amounts shall aa:ruemonth!y at the

21

Authorised Signatory

Document No. fbHl f n ·~WLI..-.....__ 0 f2&/.,Pof Book

.:.L=contains .:ti_ Sheets 2./ - ss_pe _· . - v· et ._____ Rr;gfstennq office•, -·-------------~

Page21

For M\leslon9 Tru,rteeship Services Pvt. Lid.

(l\uthmised Si~~r)

TP/2309643/2018

Interest Rate and shall be payable from the Series D Deemed Date of Allotment until the Series D Debentures are repaid In full.

(c) Revised Interest R,:;,te

{i) Put Option Interest Rate

In the event the Put Option with respect to any of the Series A Debentures, the Series B Debentures, Series. C Debentures, and/or the Series D Debentures is exercised at the end of 36 {thirty six} months from Series A Deemed Date of Allotment, in accordance with Cfause 2.lO(a):

(A) Interest payable on the relevant Debentures shall be determined on the basis. of the Put Option fnterest Rate for the entire tenure of the Series A Debentures, the Series B Debentures, Series C Debentures, and/or the Series D Debentures (as the case may be); and

(B) the difference of the amounts of Interest payable an the relevant Debentures being the differente between the Interest determined on the basis of the Interest Rate and the Interest determined.on the basis of the Put Option Interest Rate for the entire tenure of the Series A Debentures, the Series B Debentures, Series. C Debentures, and/or the Series D Debentures (as the case may be}, shall be paid by the Debenture Holders to the Company by way of a one-time payment on the relevant Final Redemption Date as more particularly set out iri Schedule IV.

For the avoidance of doubt, it ls hereby darlfied that this sub-Clause (i) will not appty if the Put Option with respect to any of the Series A Debentures, the Series B Debentures, Series C Debentures, and/or the Series D Debentures is exercised at the end of 60 (sixty} months from Series A Deemed Date of Allotment.

{fi} c,111 Option Interest Rate

In the event the Call Option with respect to any of the Series A Debentures, -the· Series 8 Debentures, Series C Debentures, and/or the Serles D Debentures is exercised at the end of 36 {thirty six} months from Series A Deemed Date of Allotment, in accordance with Clause 2.lO{b}:

(A) Interest payable on the relevant Debentures shall be determined on the basis of the C.all Option Interest Rate for the entire tenure of the Series A Debentures, the Series B Debentures, Serles C Debentures, and/or the Series D Debentures {as the case may be); and

(B) the difference of the amounts of Interest payable on the relevant Debentures beine the difference between the Interest determined oh the basis of the Call Option Interest Rate and the Interest determined on the basis of the Interest Rate for the entire tenure of the Series A Debentures, the Series B Debentures, Series C Debentures, and/or the Series. D Debentures {as the case may be),

22

Page22

For-Vastu Housing Finance Corporation ltd.

t,~ Authorised Signatory

~cument No. lb Ifs of ~f Book

~contains _fl Sheets~

Regiolcring officer ·-----

/ TP/2309643/2018

shall be paid by the ·comp;,iny to the Debenture Hold~rs by way of a one-time p.ryment on the relevant Ffni:.!I Redemptfon Date as more particularly set oiJt in Schedule JV.

For the avoidance of doubt, lt is hereby clarified that this sub-Cl<J"Use (lij will not apply if the Call Option with respect to any of the Series A Debentures~ the Series B Debentures, Series C Debentures, and/or the Series D Debentures is e'Xercised at the end of 60 {sixty) months from Serles A. Deemed Date of Allotment.

~d) Paymentaflnterest

Interest at the Interest Rate or the Aevised lnterest Rate, as app!icable,shatl accruetnonthly and shall be payable in arrearson each .Jnterest Payment Date in accordance withSCherlule Ill.

(e) Payments

(i} All payments to be made by the Compant to the Debenture Holders under the Transaction Documents shall be made free and clear of and without any Ta)( Deduction unless the Company is required to make a Tax Deduction pursuant to Applkabfe Law.

{ii) The Company shall promp.tly upon becoming aware that it must make a Tax Deduction (or that there is any change in the tate or the basis of a Tax Deduttion) notify the Debenture Trustee accordingly.

(tu) lhhe Company is required to make a Tax Ded.uction, it shall make that Tax DeductioM .and any payment rej;julred in connection with that Tax Deduction within the time allowed and in the minimum amount required by Applicab!e Law~

{iv) Withrn the earlier of {Aj 60 {sixty) days of making either a Tax Deduction or any payment required In connection with that Tax Deduction or (BJ 60 (sixty) days of each Due Date, the Company shall deliver to the Debenture Trustee evidence reasonably satisfactory to the Debenture Trustee thct the Tax Deduction has been made or {as applicable) any appropriate payment paid to the relevant taxing authority.

2.7 Default Interest and Additional Interest

(a)

lb)

{c)

The Company agree5 to pay a default intere-st rate. of 2% {Two. per cent) per annum above the applicable Interest Rat1= on the Outstanding Principal Amounts from the date of tlie occurrence-of a Payment Default or any other Event of Default unti! such Payment Default or Event of Default fs cured.

The Company agrees to pay an additional interest rate of 2% (Two per cent) per annum above the applicable Interest Rate on the Outstanding Principal Amounts from the.date of the occurrence of any breach of its obligations set out under the Transaction Documents until such breach is cured.

lf the Company fails to -create and perfect security on the Charged Receivables 23

Page23

L\d.

ForVastu Housing Finaic~aiion Ltd:

{Authorised Sig .. t~ry I Director}

Authorised Signatory

Document No. I of2&Ji_of Book

<J'<rontains _jJ. Sheets_ 23 _ s~

Regrste:-~fficer ·---~-

TP/2309643/2018

Within 30 {Thirty} d,iys from the Deemed Date of Allotment, the Company will either refund the subscription amounts with interest at the Interest Rate, or the Company will pay default interest at the rate of 2% {Two Percent} per annum above the Interest Rate on the Out.standing Prlncipal Amounts until the security is created in accordance with this DID and the security is perfected ln accor_dance with Applicable Law,

2.7A StepUpandStepDown

ta) Step Up

(i) If the Company fails to issue any of the Series 8 Debentures, Serles C Debentures, and/or the Ser/es D Pebenturesin accordance with the respective Offer Schedule to the Initial Debenture Holders, the lnterest Rate shall be increased by 5% per annum {"Step Up Rate") and such increased -Interest Rate (i.e. 14.95% per annum) shall be applicable on the Outstanding Principal Amounts from the date on which any of the Series B Debentures, Series C Debentures, and/or the Series D Debentureswere proposed to be issued as set out in the respective Offer Scheduleto the Initial Debenture Holders, Step Up, in .accordance with this Clause 2.7A(aj shall not require any notice, intimation or action on behalf of the Debenture Trustee or the Debenture Holders.

(ii} The Company agrees that the Step Up shall occur automatically in .case of default by the Company to issue any of the Series B Debentures, Serles C Debentures, and/or the Series D Debenturesin accordQnce with the Offer Schedule and the Debenture Trustee shall not be required to gfve any notice thereof to the Company.

{iii) It is agreed, understood and acknowledged that the benefit of this Clause 2.7A Is limited to the Initial Debenture Holders only.

(bf Step Down

(i) If the Company issues any of the Serles B Debentures, Series C Debentures, and/or the Series D Debenturesin accordance with the respective offer Schedule, and the Initial Debenture Holderstai! to subscribe to the relevant series of Debentures in accordance with the respective Offer Schedule, the Interest Rate shall be decrea.c;ed by 5% per annum ("Step Down Rate") and such decreased Interest Rate {i.e. 4'.95% per annum)sha11 be applicable on the Outstanding Principal Amounts from the date on which any of the Series B Debentures, Series C Debentures, and/or the Series D Debentureswere proposed to be subscribed by the Initial Debenture Holdersas set out in the respective Offer Schedule. Step Down, in accordance with this Clause 2.7A{b} shall not require any notice, Intimation or action on behalf of the Company.

{ii) The Company agrees that the Step Down shall occur automatically in case of default by the Initial Debenture Ho!dersto subscribe to any of the Series B Debentures, Series C Debentures, iJnd/or the Series D Debentures.in accordance with the Offer Schedufe and the Company shall not be required

24

For Vastu Housing Fi;;o~ation Ltd.

Authorised Signatort

, g/12 Document No. (loCE !l.c contains ![]_ - 0~oF Book

Sheets 2-~et

--.~R~nng officer --~--~

Page24

For Milestone TrustT/'Pvt. Ltd.

(Authoris.:~t~iy / Director)

TP/2309643/2018

to give any notice thereof to tile Debenture Trustee or the Initial Debenture Hotdefs.

2.S Comi,utation of lnterett and Other Ch.arges

(ci) Interest and all other t;h<Jrges shall accrµe based on .an actual/actual basis.

(b) If any Due Date falls on a day whith IS not a Business Day, the payment to be made on such Due Date shall be made on the 1mrriediately succeedlng Business Day, except where s.uch Due Date is for the payment of a Redemption Payment, In which case such payment shall be made on the immediately preceding Business Day.

2:9 Security

(a) The Debentures sflall be s_ecured by way-of

(i) a first ranking exdusive and continuing chprge to be crepted p1,.trSUi,tnt to an lJhattested deed of hypothecation, dated on or <1bout the Series A Deemed Date of Allotment, executed or to. be executed and deliv~red by the Company ·in a form acceptable-to the Debenture Trustee("Deed oi Hypathecation") over thebook debts / toan receiVables of the Company as described therein (the "Charged Receivabl_es'') and

{ii) a first ranking pori passu mortgage created over the Immovable Property by and under this Omand such other security interest as may be agreed betl.veen the CQmpany and the Debenture Holders

I(i) and (il) above ar.e hereinafter collectively referrfld to as the "Security"].

(b) The ,;;harge over the Charged Receivablesat a!! times bo {I) at least 1,10 (One Decimal One Zero) times th.e value of the outstanding Amounts; 1:1;nd {ii) the principal receivables of the Client_ loans comprising-the Charged Receivables shall be at !east 1.1D {One 01::ctmal One Zero) times the value of the Outstanding Amounts{collectively, the "Security Cover") and shall be maintained at all titnesuntil all the Obligations are satisfied by .the Company.The value of the Charged Receivables for this purpose {for both initial and subsequent valuations) shall be the amount reflected as the 11alue thereof in the btioks of accounts of the Company.

(.c) The Company is hereunder creating the mortgage over the Immovable Property in terms of this DTDand shall register the OTO with the jurisdictional sub-registrar of assurances and shall file Form CHG-9 with the ROC and Form J with CERSAI in respect of the mortgage over the Immovable Property within 30 {Thirty) days of the Series A Deemed Date of Allotmeht.

!d) The Company shall create the charge over the Charged Receivable.sand perfect such security by filing Form CHG-9 with the ROC and Form I with CERSAI ln respect thereofwithin 30 (Thirty} calendar days from the relevant Deemed Date of Allotment.

;2.1D RedemptiQn; Put/Call

{a) Put Optian 25

For Vastu Housing Finance Corporation Ltd:

. ~~ Authorised Signatory

Document No •. _~/ (,~f-q_ of ~f Book

.£k.contains S{J_ Sheets 2 C~

Registering officer I

Page2$

f'\'1-ll!I.

" ,, · . .,...,_

TP/2309643/2018

H) The Debenture Trustee {acting on the instructions of the Special Majority Debenture Holders] stlaJI (a}on the Exercise Date or (b) in the event of a Rating Downgrade, have the right to seek redemption of any Qf the Serfes A Debentures, the Serles B Deb~ntures, Series C Debentures, and/or the Series D Debenturesby exercl,sing the "l'ut Option" on behalf of the Debenture }folders,

{ii) To exercise the Put Option on the El(.erdse Date, the Debenture Trustee {ilcting on the instructions of the Special Majority Debenture Holders) or the Special Majority Debenture Holders shall send a notice to the Company (with a copy to the Debenture Trustee) in writing at !east 30 ffhirty) calendar days prior to the Exercise Date informing the Company of the exercise of the Put Option. If the Put Option is exercised, the relevant series of Debentures w111 be redeemed on the. Exercise Date in accordance with Schedule IV Part B.

(iii) To exercise the Put Option in the event of a Rating Downgrade, the Debenture Trustee {acting on the instructions of the Specla! Majority Debenture Holders} or the Special Majority Debenture H9lders shall send a notice lo the Company {with a i;:opy to the Debenture Trustee) in writing at least 30 ffhirty) calendar days prior to the date on wh{ch the Debentures are to be redeemed {"Early Redemption Date''}, and informing the Company of the exercise of the Put Option, If the Put Option is exercisedunder thi:S sub­Clause {iii}, the refevah.t series of Debentures will be redeemed on the Early Redemption Date.

{iv} Any notice given by Debenture_ Trustee under this Clause 2.10 (a) is irtevocable.

(b) Cati Optlrm

{i} The Company sha!l,(a) on the Exercise Date or (b) in the event of a Rat[ng Dow11grade, have the right to redeem any of the Series A Debentures, the Series B Debentures, Series C Debentures, and/or the Series D Debentures, by exen;ising the "Call Option" .

. (Ji) To exelds.e the Ca_H Option on the Exercise Date, the Company shat! serid a notice to the Debenture Trustee -and all Debenture Holders in writing at least 30 (Thirty) calendar days prior to the Exercise Date informing them of the exercise of the Call Option. If the caH Option is exercised underthls sub­Clause (ii}, the refevant series of Debentures will be redeemed on the Exercise Date in accordani:.e wlth Schedule IV Part 13,

(iii) To exercise the Ca!t Option in. the event of a Rating Downgrade, the Company sh.:;ill send a notice to the Debenture Trustee and all Debenture Holders in writing at feas-t 30 (Thirty) calendar days prior to the. date on which it wants to redeem the Debentures {"Early Redemption Date"), informing them of the exercise of the Call Option. If the Call Option is exercisedunder this sub-C{ause (iii}, the relevant series of Debentures will be redeemed on the: Early Redemption Date.

26

Page26

V , 'ioc1s·1ng cinance c. orporation Ltd:

For asiu, , ' ' lfi~ , • ...I r•tnn"'lO!Y Autnonseu 0,;,j' ,r-

Pvt.Ltd.

f. l Sl Document No. /6/fi of'2<>/lof Book

s:I.-contains _!11_ Sheets 2d, ~ ~~. . Registeri~fficer

TP/2309643/2018

{iv) Any notfce given by the Company to the Debenture Holders and the Debenture Trustee under this Oause 2.lO(b} ls irrevocable.

(c) Redemptions on Final· Redemption Dates

If neith€r the Put Option nor the Call Option are exercised on the Exercise Date:

(i) the Series A Debentures shall be futfy redeemed on a pati passu basis by the Company by way of a bullet repayment on the Series A final RedemptfonDate in accardan~e with Schedule IV,

(il) the Series B Debentures shall be fully redeemed on a pari passu basis by the Company by way of a."bUllet repayment on the Series B Final RedemptronDate in actordance with Sthedule IV,

{iii) the Series C Debentures sha[I be fully redeemed on a pari pa55u basis by the Company by way of a bullet repayment on the Series C Final RedemptionDate in accordance with Schedule 1y,

(iv)the Serles D Debentures shall be fully redeemed on a pari passu basis by the Company by way of a bullet repayment on the Series D Fina[ RedemptionDate in accordance with Schedule IV.

{e) The redemption of any of the SeriE:S A Debentures, the Serles B Debent1,1res, Series(: Debentures,,and/or the Serles D Debentures is subject to Applicable Law (including without !Imitation, the NHB NCD Directions).

2.11 AppllCation of Paymenl!i

Unless otherwise agreed to by the Debenture Holders or unless otherwise provided by applicable law o; by a decree of a competent court or tribunal, c1ny payments due and payable to the Debenture Holders and made by the Company or realized. from the .enforcement of Security shall be applied in the followi,ng order:

(a} firstly, towards default interest, additiona! interest and liquidated damages payable to the Debenture Holders;

(b) secondly, towards payment of interest;

(c) third/yJ towards redemption of the Debenturesby payment of the Outstanding Principal Amounts; and

(d) lastly; towards payment of any pending costs, charges- and expenses incurred by the De_benture Trustee,

2.12 Restriction of Preferential Payments

The Debentures shalt rank paripassuinter se and the Company shall pay and discharge all its liabilities to the Debenture Holders under this DTD without preference or priority of one over the other.

2.13 Place and Mode of Payrt,ent by the-Company 27

!')It.Lid.

: Document No, of,:JQUof Book

· Jl.<:ontains JJ._ Sheets 2?

Registerin<; offirnr

TP/2309643/2018

All interest, principal repayments, penal interest and other amounts, 'if any, payable by the Company to the Debenture Holders shall- be paid to the Debenture Holders by electronic mode of transfer like RTGS/NEFi"/direct credit to such bank account within fndia as the Debenture Holders' ll1form the Company in writing ~nd which details are available with the Registrar. Credit fur all payments will be given only oh realisation.

2.14 Transfer of Debenture·s

Transfer and transmission of the Debentures shalt b.e subjec:t tc the Depositories Act, 1996', the rules.made thereunder, the bye-lsws, rules and: regulations of the Depository (each as amended, modified or restated from time to time). The Debentures shall be free[y transferable and transmittable by the Debentur.e Holder(s) in whofe or in part without the prior consent of the Company. The Debenture Holder{s) shall also have the right to novate, transfer or assign its rights and/or the benefits under the Transaction Documents upon such transfer/transml$s1on of the Debentures.

It is clarified that the Company shall not assign any dfthe rights, duties or obUgations under this DTD or in relation to the Debentures without the prior written consent of the Debenture lrustee (acting on the instructions of all the Debenture Holder{sl).

2.15 Debentures free from E~uity

The Debenture Holders will be entitled to their Debentures free from equities or cross claims by the Company against the original oi: any intermediate holders thereof.

2.16 Debenture Holders nat entitled to shareholders' rights

The Debenture ·Holders will not be entitled to any .of the rights and prfvileges aV<1llable to the shareholders including the right to receF\l'e notices of or to attend and vote at general meetings ·of the Company_. otherthanthos-e available to them underAppHcable law.

PROVIDED THAT' ff <my resolution affecting the rights attached to the Debentures is placed before the shareholders, such resolution will first be placed before the Debenture Holders for their consideration.

2.17 Issuance of Debentures

The Debehtures shall be in a dematerialized form but are f1,mgible and are represented by the statement issued through the electronic mode. The Company has made depository arrangements with the Depository for the !ssLle of the Debentures in a dematerialized form pursuant to the tripartite agreements .between ttie Company, the Depository and the Registrar. The Debenture Holders will hold the Debentures only in dematerialized form and deal with the Debentures in accordance with the provisions of the Depositories Actr 199!:i and/or rules as notified by the Depository from time to time.

2.18 listing of Debentures

an the wholesale debt market segment of the BSE Limited:

{a) Within 15 t:alendar days of the each D.eemed Date of Allotment, the Company shall submit alt duly completed documents to the BSE;, SEBI, ROC or any other Governmental Authority, as are required 1,1nc(er Applicable law anQ obtain the listing

2B

Page28

Author\sed Signatory

,g)ie, Document Na. {bl of~/8nf Book

.a., contains li Sheets 2EI~

Regist.?ring officer

TP/2309643/2018

of the Debentures within 20 (Twenty} calendar days from the Deemed Date of Allotment {''Listing Period"), PROVIDED THAT, if any of the Debenture Holders are foreign portfolio investors then the Listing Period shall be deemed to be 15 (Fifteen) calendar days from the Deemed Date of Allotment and if the Debentures are not listed within the Listing Period for any reason whatsoever, then the Company will immediately redeem and/or buyback the Debentures from the Debenture Holders. that are foreign. portfolio investors.

!b) If the Company fails to redeem or buyback thE: Debentures in accordance with (a) above, then any Debenture Holder that ls a foreign portfolio investor, may, at its option, sell the Debentures to a third party. The Company shall (i} indemnify such Debenture Holders for any loss, damage, costs, charges, expenses and liability that the Debenture HoJder(s} may incur in relation to s.uch sale to a third party, and {ii) co-operate in such u1!e by taking all necessary corporate actions, and other actions required by Applicable law,

(c) 'Tht:! Company shall ensure that the Debentures continue to be listed on the wholesaie debt market segment of the BSE.

(d) The Company shall ensure that th.e Debentures at al! times are rated in :accordance with the provisions of the Transact.fan Documents and that the rating of the Debentures is not downgraded or withdrawn throughout the tenor of the Debentures.

(e) Jn the event there is any delay En listing of the Debentures beyond 20 (twenty) calendar days from anyDeemed Date of A!lotment, the Company will pay to the Debenture Holders, penal interest of 1% per annum over the Interest Rate, from the expiry of 30 {thirty) calendar days from the Deemed Date of Allotment tl!I the listing of the Debentures ls completed.

2.19 Debenture Redemption R€$erve

The Company hereby agrees and undertakes that, if required to do so as per applicable Law, it will create a debenture redemption reserve ("DA.R'') as per the provisions of the Act {and the rules and regulations made thereunder) and the guide!lnes issued by the SEBI. Further, if during the tenor of the Debentures, any guidelines are formulated (or modified or revised) by any Governmental Authority in respect of creation of DftR, the Company shall abide by such guidelines and shall do al/: dee'd, -acts and things as may be required by the Debenture Trustee. Where applicable, the Company shall submit to the Debenture Trustee a certificate duly certified by a chartered accountant certifying that the Company has transferred the required amount to the DRR at the end of each Financial Year.

2.20 Creation of Security; Enforcement

(a) In pursuance of the DTD and in consideration of the Debenture Holders having subscribed to and/or agreed to subscribe to the Debentures issued by the Company for the purpose, the Company does hereby covenant with the Debenture Trustee that it shall pay/repay the Secured Obligations to the Debenture Holders or the Debenture Trustee, and as continuing security for the payment and dischargeof the Secured Obligations, the Company as the legal and beneficial owner of the Immovable Property does hereby charge, in favour of the Debenture Trustee by way

29

For Vastu Housing Finance Co(pcratfon Ltd;

~✓ Authorised S!gnatory

Document No. {(,(£. of~of Book

~ontains q7 Sheets 24 r7' Registering officer

Page29

(AuthorisE'.d Signat I Director)

TP/230964312018

of first ranking and continuing security by way of a pari possu charge by way of mortg·age, all of its right, title, interest, benefit, claims and demands inlmmovable Propertytogether with all buildings, erections, godowns, fixtures, fittings, eq1Jipments and constructiohs of every descrJption which now arlor hereafter may at anytime during the continuance of this security be attached t Cir affbled to the Immovable Propertyand. all trees, fences, ·h.edges, ditches, ways sewages, drains, waters, water-courses, liberties, .privil~es, easements an appurtenances_ whatsoever to the aforesaid lands or any part thereof belonging to or in anywlse appertaining or usually held, occupied, enjoyed therewith or reputed to belong or be appurtenant thereto or any part thereof including all rights, liberties and easements ih respect_thereof and all the estate, -rlgf:lt, title, Interest, claim and demand whatsoever of the Company into and upon the Immovable. Propertyand the fi><tures, fittings and equipments thereon,

{b} This DTD and the mortgage created hereunder shall be registered with the relevant sub-registrar of a_ssurances and the Debentures shall be issued pursuant to and in accordance with the terms ofthts DTD.

(c) The Debenture Tru$e shall be entitled to enforce the Obligations of the Company underthfs OTO arid/or pUn.uant to any other Transaction Document as if the same were set out- and contained in this om. The Charged Receivables shall be and remain as security to the Oebenture Trustee and shall be held in trust on behalf of and for the benefit of the Debenture Holders for the due repayment of alt amounts under the Debentures including. the interest, redemption price, default interest, additional interest, remuneration of the Debenture trustee, all agreed fees, costs, charg_es, expenses and all other monies payable unde-rthe Debentures.

2.21 Fees and Costs

The Company sha!i bear the t:osts and expenses incurred·tn connection with the transactions contemplated hereb.yincluding·stamp duty an th!s OTO, all wire fees and applicable .charges, and the legal advisors' fees and e:w:p.ense:s incurrl;O in the preparation of the Transaction Documents.

2.22 Variation in Debetatl.lre H.olders' Rights

The rights, privileges, terms and conditions attached to the Debentures may be,varied, modified or abrogated With 100% {One Hundred percent} of Debenture Holders approving such modification· by way of a unanin1ous resolution. PROVIDcD THAT nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the· terms and conditions governing the Debentures and the' same are not acceptable to the Company.

2.23 Further Charge

{a) If the Company is desirous of creating any further charge on. the Immovable Property, the Company shall be entitled to do so by (1) -obtaining a no-objection ce1tificate from the Debenture Trustee. TheDebenture Trustee shalf be entitled to provide such no-objection certificate to the Comp,;iny without requiring the consent of, the Debenture Holders, subject to the Security Cover being maintained, and (ii) the Debenture Holders being !ntimatedof such further charge prior ta the issuance

For \lastu H11using Finance ::rtion Ud:

,Pu.horised Signatory

30

Document No. / o~f Book

.Q:__contains _n Sheets~

Regrstenn'J officer

Puge30

TP/230964312018

of the aforementioned no-objection certificate, it is clarified that no prior consent or approval from the Debenture Holders shall be reciuired for the purposes of provtdihg the no-objection C!=!rtificate by the DebenturE: Trustee.

(b) No charge or encumbrance other than the security interest created pursucmt to the TransacUon Documents can be cre-ated in respect of the Charged Receivables.

2.i.4 Trust of the Si;icuritv

(a) The Security shall be held bv the Debenture Trustee for the beheflt of the l;)ebenture Holders for the due discharge of the Obligations and the Debenture Trustee shall permit the.Company, until the occurrence of an Ell'ent of Default to hold and enjoy the Immovable Property over which the Security has been created. lfany Event of Default occurs, the Security shall become enforceable in the rnanner provided in this OTO 11nd the other Transaction Documents.

(b) The Jmmo\leable Property shall remain security to the Debenture Trusteefor the ben(:'fit of the Debenture Holders for the due performance of the Obligations of the Company.The Debenture Trustee shall permit the Company, until the occurrence of an Event of Default to hold and enjoy the fmmoveable Property. Upon the occurrence of any such Event of Default, the Debenture Trustee may, subject to the provisions of this OTO, enter upon or take possession of or· receive the rents, profits income of the Immovable Property or any of them or any part thereof and subJect to the provisions of Section 69. of the {lhdian} Transfer of Property Act, 188l,enforce the Security in respect of the Immovable Property without the intervention of a court qr tribunalinduding disposal af the Immovable Property in accordance with Applicable law.

{c) The Company has not handed over possession of the Immovable Property to the Security. Trustee and mortgagee is not in possession of the Immovable Property which is mortgaged.

2 .25 Trust of Pro.ceeds of 5ale/Reallsatlon out of the Immoveable Property

lhe Deb~nture. Trustee jn case of default shall hold upon trust the monies, received by it or by the receiver so appointed by it, in respect of the Immovable Property or any part thereof arising out of:

(a) · any sale, calling In, collection or conversion under the under the right of making any entry or taking possession or making sale, calling in, collection or conversion under the power contained herein in that behalf;

(b) intome frorn the Immovable Property;

(c) any other realisation whatsoever;

and it shall utilise the same in accordance wlth Clause 2.11.

2.26 Covenant for Rl!lease of Sec1,1rity

on or after all Obligations ofthe Company to the Debenture Holders have be~n discharged In full to the !.iltisfaction of the Debenture Holders~ the Debenture Trustee shall at the

31

Authorised Signatory

Document No. {h /£ of::kij_&)f Book

5k. contains _j]_ Sheets. 3/ U . Registering 0fflcer

Page 31.

For Milestone Trustees~ Lid.

{Authonsed Slg4 / Direclor)

TP/2309643/2018

request and -cost of the Company, release, the Security{lnduding the Immovable Propertyjcreated in-faVour oftheDebentureTrustee, free and discharged from the trusts and charge created In terms of the TransacUon Documents.

2.27 .Binding effect

Any sale or other conveyance of th_e right, title and interest in any part of the Security made in accordance with the provisions of thfs DTD or other Transaction Documents shaft bind the Company and· shall be effective, to the extent-of any such sale or conveyance or assignment, to transfer and convey aU rights, title and interest of theDebentureTrustee acting for and on behalf of the DebentUre Holders, in and tb ~uch part of the Sf:cuiity that is the subject of any such sale or con11eyance.

2.28 ~urchasersand Persons Dealing with the Debenture Trustee not put on Enquiry

No purch.aser, mortgagee or other person dealing with the Debenture Trustee or any Receiver appointed by them or their attorneys or agents shall be concerned to inquire whether the power exercised or' purported to be exercised by the Debenture Trustee has became exerc1sable or whether any money remains due under this DTD and/ or the other Transaction Document$ or as to the necessity or expediency of the stipulations -and conditions subJect to which any safe shall have been made or otherwise as to the propriety or r-egu\arity of any invo,catlon, sale, calling iii, cotfectlon or conversion or to see to the applfcation of any money paid to the Debenture Trustee or Receiver and in the absence of mala /ides on the part of such pun::haser, mortgagee or other Persot1. Such dealing shall be deemed, so far as regards the safety and protection of such Person, to be within the powers hereby conferred and be val!d and effectual accordingly and the remedy of the Company or their respective assigns in resp!;'!ct of any impropriety or irregularity whatsoever in the exercise of such power sha!f be in damages only.

2.29 Receiptof The Debenture Trustee t~ beEtfectual Discharge

The ret":e[pt of the DebentureTrustee for the purchase money of any of the Immovable Property sold and for any other monies paid otherwise howsoever to it shall effectually discharge the purchaser from being answerable for the loss or misapp!icatfon or non­application ther1?of.

2.3-0 Continuing Nature ofSecurity Interest

All the Securityis i;ontlm.ling security and shall remafh In full force and effect until the Final Settlement Date.

2.31 First Recourse Enforcement

The Security or af'JV part therf;'!of may be enforced without theDebentureTrustee being obllgated cir having to take retour.se to any other secudt~ or right or ti:ik!ng any other steps or proceedins'> ag.ilnst the Companv or anv mher Person~ and may be enforced for any balance due after resorting to any one or roore means of obtaining payment or discharge of the obligations owed under the Trc111saction Documents.

2.32 Other Security

The Security or any part thereof shall .not be merged fn, or in any way excluded or 32

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For Var;tu r-'.o'JSing Finance Cor;;ecrr::ion Ud.

i~ Aulhcr!sed Si:;mrtcry

For Milestone Tru~ F\'11. Lid.

, {Authoris.e~!"Y / Director)

TP/2309643/2018

prejudiced, or be affected by, a_ny other sewrity interest, right of recourse or other right (or the invalidity thereof) which the Debenture Trustee may hold.

2,33 Powe:t of the Debenture Trustee to AJ>point a Receiver

~a) Subject to the pro\li:sions of Section 69A of the Trans.fer of Property Act, :l.882 and n.\ Applicable Law, and only after recei\/ing written consent frorn the Debenture

~ c_,~ = ~ Ho!ders,Aat any tirne after the security over the Jmmovable Property he_reby ~ ,,,...- " \ \::_ cqf™_it~ffi~ becomes enforceable and iri addition to the power-. hereinbefore

'- \ ~ cot9Gt'o'4iterred upon the Debenture lrustee after such entry into or taking possession, ~. :r;g f\ '!.\.Ge th. e Debenture Trustee may in writing,_appcint officer{s) of the De. benture Trustee as

1, s\'J. r\O\f.a.\{\ rec~iver{s},.C,'Receiver"j of the Immovable Property or any part thereof and remove 1;'.Dt'\J3. , ~~~\J313~'wJr{s) sa 11µpointed. Unless the Debenture Trustee .shaH otherwise

f>_l).\\;\Ot\Sprescribe fn Writing such Receiver(s) shall have all the powers hereinbefore '\J · · conferred upon the 0.ebenture Trustee. In addition to- the foregoing the following ' "--w\S t"l\.~visions shalt also apply to such Receiver, subject to the provisions {if applicable)

..... -- of the Act: h...-, b~ w,f- 1-,...,.,._ ""~ +i,..,,,i.f-e..,....,) Iii.,. A,,•UJ.•o, , \\\\es , <!:-+ Pn:l!I<•~!' . Orf v '-" <'.<Lw. ,pal- d.,lat,.(k ' ~) Appointment before or after p05session

~JOI . /1,J $\0"9 Such appointment may be made either before or after theDebenture ~ Tr!,lstee shall have entered Into -0r taken possession of the Immovable

Property or any part thereof. LJ'\ C...,...,S,c.. s,1,- ~ ~u.l.-1--~

(HJ Recei11er to be inw:sted with powers of~benture Trustee

TheOebenture Trustee may invest .such Receiver, with such powers and discretion including powers of management as the Debenture Trustee may think expedient.

{iii} Receiver to aercisl!! powers veited in Debenture Trustee

Unless otherv.rise directed by the Debenture Trustee, the Receiver shall have an.d may ex~rcise all th~ powers and authorities vested in theDebenture Trustee with reference to the Immovable Property.

(iv) Receiver to wn.fotm to. regulations made by Trustee

The Re-celver shall, in the exercise of his powers, authorities and discretion1

conform to the regulations imd directions made and given by the Debenture Trustee fi'om time to time.

(\I} Rl!ceiver's remt.1neratian

TheDebenture Trustee may, from time to time, fix remuneratio,n of the Receiver 11nd direct payment thereof out of the Immovable Property,. but the Company alone shall be liable for the payment of such remu_neration,

(vi) Rer:eiverto giliestcurity

TheDebehtlJre Ttustee may, from time to time and ;;it any tfme, require the Receiver to give security for the due performance of his duties as such

33.

For·Vas\1 Housing Flnanc2 Corpr-ro\,on Ltd.

. ~~ t\utllorisf,d -Signatory

D,ocument No .. Uo{8 of2.Ql!of Book

..,,L contains __!l] Sheets_ 3-2~et

'---~ Registering officer -----'--------..!

flage33

For Milestone T~~f'Yl Ltd,

'{Authorised ~~ry / Director)

(bl

TP/2309643/2018

Receiver'and may fix the nature and the amount of the security to be given, but the Debenture Trustee shall not be bound in any case to require any such security.

(vii} Receiver to pay the monies

Unless otherwise directed by the DebentureTrustee al! monies from time to time received by such Receiver shall be paid over to theDebenture Trustee who shall utilise the monies for making payments -due to the Debenture Holders and any monies remaining after making payments of ail amounts due to the Debenture Holders shall be returned to the Company.

(viii) Trustee may pay monies ro. Receiver

TheDebenture Trustee may pay over to the Receiver any monies constituting part of the Immovable Property with the intent that the same may be olpplied for the purposes hereof by such Receiver and the Debenture Trustee may, from time to time, determine what funds the Recef\l'er shall be at liberty to keep in hand with a view to the performance of his duties as such Receiver.

(ix) Receiver ta be an agent n/ the Campany

Every s,ich Receiver shall be the agent of the Company for all purposes and the Company alone shall be responsible for his acts and defaults, losses or misconduct and liable on any contr.:ict or engagement made or entered into by him and for his remuneration and the Debenture Holders shall not incur any liability or responsibility thereof by reason of their making or consenting to his appointment as :;uch Receiver.

(x) Applicability of provJ~ions of Tra~er of Property Act_. 1882

Subject as aforesaid the provisions of the Transfer of Property Act, 1882 and the powers thereby Conferred on a mortgagee or Receiver shall, so far as applicc1b!e, apply to such Receiver.

ln addition to the powers provided herein, the Debenture Trustee may subject to Applicable Law, enter into or take possession of and hold or appoint a Receiver to take possesslon of ..ind ho!d any part or parts of the Immovable Property which may at any time appear to it to be In danger of being taken und_er any process of !aw by any creditor of the Company or be otherwise in jeopardy, The Debenture Trustee shall not, nor shall any Receiver, be Hable by re..ison of the Debenture Trustee or such Receiver entering into or· taking possession of the Immovable Property to account as mortgagees in possession or be liable for any loss upon realisation or for any default or omission for w~ich a r'nortg~g~e--in-pos.:iession mi~ht be. liable.

If and when the Debenture Trustee make~ an entry or takes possession of the lmmo\lable P:roperty under the powers conferred upon the Debenture Trustee under this DTD, the Debent1Jre Trustee, with the authority of the Debenture Holders in terms of this DTO {approved by way of a Special Resolution}, may at any time afterwards give up possession of the lmmo1,1able Property or part thereof, to the

34

Page34

For,Vastu Housing Finance Corporation Ltd. . fl* l1uthor1sed Signatory

Document No. [bl& of ~of Book

-1 contarns ...El Sheets-Vt

Registering officer

TP/2309643/2018

Company, either unc.onditionally or upon such terms and conditions as may be specified in such resolution or corrsent.

(d) Nothing contained in this di!USe wtth respect to the liability of the Receiver shall exempt the Receiverfrorn indemnifying the Compahy, the Debenture Holders or the Debenture Trustee, as the case ma'{ be, against any liability for breach of trust nor any l_iabilfty whfch by virtue of any rule or law w.ould otherwise attach to the Receiver in respect of any negligeni;e, default or breach of trust which the Recei\1er may be guilty ofin relation to duties and obHgatfons of the Receiver hereunder.

3. REPRESENTATIONS, WARRANTIES, AND COVENANTS

3.1 Utilization of Proceeds of the Debentures

The Company shall utilise the moneys received towards subscription oftheDebentures for the Purpose and procure and furnish to the Debentl!re Trustees a certificate from the Company's auditors ,in respect. of the utilisation of funds raised by the issue of the Debentures. The tlebenture Trustee shall provide a copy of the aforementioned certificate to the Debenture Holders within 5 (Five) days of receipt.

3.2 RepTesentations: and Warranties. of the Company

The Company makes the representations and warranties set out in this Clause 3.2 to the Debenture Trustee for the benefit of the ·Debenture Holders as on the date- of this DTD, which representations shall be true and va1id until the Final Settlement Date.

(a) Status

{i) It is a company, duly incorporated, registered and validly e:xisting under Applitable Law.

(ii) It fsa holising finance company registered with the NHB.

{iii) It has the pawer to own its Assets and carry on its business as it is being conducted.

M Binding obligations

i!,e obligations expressed to be assumed by it underthe Transaction Documents are !egal, valid, binding and enforceable obligations,

(c} Issue

(i) The Issue and the Debentilres comply with the requirements prescribed by the NHB (including without limitation, the eligibility and other criteria prescribed in thE! NHB NCD Directions}.

{ii) The Company has obtained the Rating, and the Rating is current and has not fallen due forh~view.

{ili) The Rating fulfills the tequirements prescribed under the NHB NCD Directions.

35

Authorised Sfg['lato1y

f,<2 /is Document No. /bl'?. ofai!1..of Book

_i.contains _jJ_ Sheets~

· Registering officer

Page35

For Milestone Trust~-Pvt Lid.

(Authorised ~lory / Director)

TP/2309643/2018

{iv) 1he amount of the Debentures is within the limit prescribed by the board of directors of the Company or the amount prescribed in the Rating, whichever is lower.

(v) ihe Company has .t policy approved by its board of directors for resource raising, which, inter a/io, covers the hori20n and the periodicity of private placement of non-convertible deberltures by the Company.

(d) Non~conflict with other obligations

(el

ihe entry into and performance by it of, and the transactions contemplated by the Transaction Documents do not and will not conflict with:

(v) any Applicable Law or regulation applicable to it{induding without limitation, the NHB NCO Directions);

(\Ii) its- Cgnstitutional Do_cuments; or

(vii} any agreement or instrument binding upon it or any of its Assets.

Power and authority

It has the power to enter into, perform and deliver, and has taken aU necessary action to author'ize its entry into, performance and delivery of, the Transal;l:ion Documents to which it is a party and the transactions contemplated by those Transaction Documents.

(!) Validity and admissibility in evidence

Al[ approvats, authorizations, consE;nts, permits {third party, statutory or otherwise) required or desirable;

(i) to enab[e it lawfully to enter into, e;.:ercise its rights and comply with its obligations in the Transaction Documents to which it fs a party;

~ii) to make the Transaction Documents to which it is a party admissible in evidence in its jurisdiction of incorporiltion; and

{iii} for itto carry on its business, and which are materfal,

have been obtained or effected and are in full force- and effect.

(g) N,o default

No Event of Default has occurred and is continuing or would reasonably be expected ,

1 to result from the elj'.ec:ution or performance of any Transaction Documents or the J

issuance of the Debentures. No other event or circumstance is outstanding which j constitutes {or which would, with the lapse oft!me, the giving of.notice, the making j of any determination under the relevant document or any combination of the \ \ fo.regoing, constitute) a default or term. ination 1:vent (however described) under any \, other agreement or instrument which is binding on the Company or any of its Assets or which might have a Material Adverse Effect.

36

For·Vastu Housing finance Corporation Ltd.

ir--Jv A thorfs-ed S\gnatory

,i I& Document No. /6/ 'ii of ~of Book

-l,.contains-5U_ Sheets 3o~ Reglstenno officer ...._ ___ ,--____ _,:_ __ :;_-_~

Page36

For .Mileslone Trusteeship Services Pvt Lid.

(Au!horise~Director)

TP/2309643/2018

{h} PatJ passu ranking

lts payment obligations under the Transcu;tion Doc1;1ments rank at least pari passu With the claims of al! of its ·other senior secured creditors, except for obligations mandatorily preferred by Applicable law applying to companies generally.

{ii No proceed;ngs pending

Except as dist!osed by the Company in its Information Memorandums, annual reports and· finandal statements, no litigation, arbitration or administrative proceedings of or before any court, al'bitra! body or agency which have been st;;irted agafnst the company or its OfficersJ which if adversely determined, may have a Material Adverse Effect.

0) No. misleading injormatit;m

All information provided by the Company to the Debenture Trustee/Debenture Holders for the purposes of this f!isue is true and accurate in c1U mateTial respects as at the d:crte it was provided or as at the date (if any) at which it is stated and is not misleading due to omission of material fact or otherwise.

{k) Compllrince

{il To the best of its knowledge, the company has compiled with Applicable Law(fncluding without limitation, the NHB NCD Directions). There has not been and there is no investigation or enquiry by., or order, decree, decision or judgment of any Governmental Authoritv issued or outstanding or to the hest of the Company's knowledge {after making due and careful enquiry/, ant]cipated against the Camp<my which would haue a Material Adverse Effect, nor has ilny notice or other communi~tion {official or otherwise) from any Governmental Authority been lssJJed or is outstanding or to the best of the Company's knowledge fatter tnaklng due and careful enquiry), anticipated wlth respect to an alleged, actual or potential Violation and/or fallure to comply with any such Applicable laws or requiring them to take or omit any action.

{ii) The Company shall complete all necessary formalities including all filings with the relevant regulatory authorities, including but not limited to the SEB1, the BSE, CERSA! and the ROC and obtain al! consents and approvals required for the CQmpletioll ofthe lsstle.

(IJ Assets

Except for the security interests and encumbrances created and recorded with the ROC, the Company has, free from -any security Interest or encumbrance, the absolute tega! and beneficial title-to, or valid leaseS or licenses of, or is otherwise entitled to use {in each case, where relevant, on arm's length terms}, all material Assets necessary for the conduct of its business as it is being, and is proposed to be, conducted.

{ml Financial statements·

37

Page37

For Vcistu Housing Finan@ Corporation Ltd.

Do~ument No. / /fl of~of Book

-l.-contains .3l Sheets_ f!:,7 ~

Registering officer

TP/2309643/2018

(i) Its financial statements most recently supplied to the Debenture Trustee a;. of March 31,2017were· prepared In accordance with Indian GAAP consistenffy: applied save-to the extent-e>Cpressly disclosed in such financial statements. ·

{ii) lts financial statements as of March 311 2017 supplied .to the Debenture Trustee, giVe a true and. fair view and represent its financial condition and operations during the Financial Year save to the e,1tent express fl( disclosed ln such financial statements,

{h) Solvency

!il

Iii)

(Iii)

•(iv)

{v)

(Iii)

The Comp,;1ny is- able to, and has not admitted its inability to, pay its debts asthey mature and has not suspended making payment on any of its _debts and 1t has not been deemed by a court to be unable to pay lts debts for the purposes- of applicable Law, nor will it beCQme unable to pay its debts for the purposes of Applicable law as a ·consequence of entering into this OTO or any other Transaction Document.

"The Company, by reason of actual or anticipated financial difficulties, h;:is not comr,'tenced, and does not intend to commence, negotiations with one or more of its creditors with Q view to rescheduling its Indebtedness.

I The Value of the Assets of th_e Company is more tflan its liabilities (taking into account contingent and prospective !Jabilitie~) and it has sufficient capital to carry otl its bu_sin.es.!i. [

rhe Company has not taken any .corporate action n~r- has it taken ,;1ny legal proceedirigs or other procedure or steps in relat

1

;ion to any bankruptcy proceedings.

No insolvency or bankruptcy proc.ess has comme~ced under the (Indian) Insolvency and Bankruptcy •Code, 2016 {to the extept applicable} in respect of.any of the Company. i

I

No reference has- been m1;1de, or enquJry or pro.c~edlngs commenced, in respect of the Comp;:iny, before the National conjpanies Law Tribunal or under any mechanism or prescription of th~ RB! in respect of resofutfoh/restructuring of stressed assets (including wfthout lirn1tation, under the RBl's circular no. DBR.No.BP.BC.101/2i.04.048/2017·18 dated Febn.Jary 12, 2018 on "Resolution of Stressed Assets i-- Revised Fr~mework").

io) Security

(i)

\ii)

As of the Effective Date, the Immovable Proberty and theCharged Receivables- are the sole and absolute property of the Company and are free from any other mortga_ge, charge or encumbra"nce! and are not subject to any Hs pendens, attachment~ Qr other order or !process issued by any Governmental Authority.

The Company h,;1s power to grant, convey, ti"ar"!sfer) assure and assign unto

the. Trustee the lmmave;;ible Pro. perty.in the mannel contemplated by these presents. ,..,_ 1?1>-U e,!. c\c,_~u.lt-.

38

\/4 . I j l I I ' .

Page38

For·Vc1s.tu Housing Finance Gorpomtlon Ltd:

~ ..Jr Autborlsed Slgnatory

.~),!? Document No. //,/9.

1 ......L. contains ..!i.l

of~of Book Sheets •y;z

Rcgisterin

TP/2309643/2018

{iii) The Transaction Documents executed or to be executed constitute legal, \lalid and enforceable security interest in favour of the Debenture Trustee and for the benefit of the Debenture Holders on a~~Lllifilby secured __ and _all "!!!'.~S-':!i'l['LiIDd appropriate consents for the Cre"iitlOn,_. eff;;c"ti'J~ri~S~~ -Priority and enforcement of such security have been obtained.

(p) Material Ad11erse Effect

No Material Adverse Effect has occurred, including without limitation, in relation to the business, condition or operations of the Cotnpany.

(q) Illegality

It is not illegal or unlawful for the Company to perform anv of its obligations under the Transaction Documents.

(r) Ex~uticm of Transaction Documents

Ii) This •TD and the Transactioll Documents executed or to be executed rnnstitute legal, valid and enforceable security interest in favour of the Debenture Trustee for the benefit of the Debenture Holders on all the assets thereby secured.

(11) This DTDand the Transaction Documents executed or to be executed constitute legal, valid and enforceable obligations of the Company and all necessary and appropriate consents for the creation, effectiveness, priority and enforcement of the Transaction Documents and the Securitvthereunder have been obtained.

3.3 Financial Covenants

(a} Until the Final Settlement Date, the Company shall maintain such capital Adequacy Ratio as may bE! prescribed bv the Supervisory Authoritiesfrom time to time.

(b} For a period of two years carnmencing from the Series A Deemed Date of Allotment {"Initial Period"), ttie Companv shall maintain a Debt to Equity' Ratio of less than 5 (f!ve) times.

(c) For a period of two vears from the expiry of the Initial Period ("Subsequent Period"), the Company shall maintain the Debt to Equity Ratio of less than 8 (eight) times.

(d} From the end of the Subsequent Period upto the expiry of a period of seven years from the Series A Deemed Date of Allotment, the Company shall maintain the Debt to Equity' Ratio of less than 10 (tet1) times.

(e) Until the Final Settlement Date, ensure and procure that the Gross NPA of the Company shall be less than 5% (Five percent) of the Gross Loan Portfolio.

{f) Commencing from March 31, 2018until the Final Settlement Date, the covenants prescribed in sub~C!auses (a) to (e}above shall be tested for each TestingDat-eon the basis of consolidated and standalone balance sheets of the Cpmpany.

39

For,Vastu Hcl:sin_g Finance Cor9oration Ltd:

\~,____.J, A\lthorised Signatory

f ·ll /fi Document No. /01 ll o~of Book

_j__ contains _31.. Sheets g'j ~et

Registering officer

Page39

For Miestone Trusteeship Services I'll Ltd.

(Auttlor1*1 D:rector)

TP/230964312018

(g) The Company shall provide a certificate confJrming compliance of the Company with the financlalcovenants set otJt in this Clause 3.:J- within 30 (thirty days) from each Testing Date.

For the purpose of this Clause 3,3, the following terms shall have the following meanings:

"Debt" means aggregate of:

(a) all long-term outstanding, whether secured or unsecuredj

(b} all contingent liabilities pertaining to corporate or financial guarantees given on behalf of any company, specfal purpose vehfde> subsidiary, or affiliate of the Con,pany {to the extent of outstanding of such guaranteed debtj;

(c) any short term debt outstanding whether secured or, Unsecured, avafled of in lieu of long term debt or by way of bridge financing for'long term debt;

{d) any amount raised by acceptance Under any acceptance credit facility;

(e) receivables said or discounted (other than receivables to the extent they are sold on a non-reco1Jrse basis};

(f) any put option, !;hortfaH/liquidity support undertaking, debt service reserve account undertaking, keep fit letter(s), letter of comfort issued in favour of any person(s), which gfve or may give rise to any financial obligation(s); and

(g) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commerciat effect of a borrowing.

"Equity" means (A) the aggregate of the issued and paid up equity shares of the Company, al! compulsorily convertible instruments and preference share capital of the Company, and all reserves (excluding revaluation reserves) of the Company, Jess {!3) the aggregated of any dividend declared, any deferred tax liability, deferred tax assets, intangibles {including but not restricted to brand valuation, goodwill etc.) as per the latest audited financials of the Company.

3A Reporting Covenants

The Company shall provide or cause to De provided to the DeDenture Tru!;tee and to the Debenture Holders {including ori any online reporting platform notified Dy the Debenture Trustee or any Debenture Holder), in forrn and substance reasonably satisfactory to the Debenture Trustee, each of the following items:

(al

(bl

at least 2 (twD) Business· Days prior to anvDeemed Date of Allotment, all documents and informatton and confirmations comprising the Conditions Precedent;

At least 2 (Two} days pl'iorto anyDeemed Date of Allotment and on each anniversary of suchDeemed Date of Allotment1 (where applicable):

(i) duly certified copies of the latest business plan and financial projections of the Company;

40

Page40

D~cument No. [{,Jg of f.ru&of Book

-1 contains ..31._ Sheets 40 Sheet

Registerin~er

,~.

(ii)

(iii)

(iv)

M

(v!)

(vii)

TP/2309643/2018

a duly certified copy of a detailed list of sources of funding for the Companv;

duly certified copy of the rating letterr provided by a recognized Rating. Agency;

the Cot1stitutional Documents of the Company;

duly certified copies of the authorizations held by the Company to conduct its business;

Hst of management tearn including CVs.and organi;:ational chart; and

any other legal or operational document or information as the Debenture Trustee may reasonably request .

. PROVIDED THAT if the Company obtains or reasonably should have obtained actual knowledge or notice of the occurrence of any event or circumstance, which would render any information provided in the docu_ments listed above, to be incorrect, inaccllrate or untrue, then the ·C"OmpaMy Sh~II as soon as practicable, provide: the relevant information to the Debenture Trustee..

{c) As soon as available, and in .any event within 120 (One Hundred and Twenty} ca.lendar days after the end of each Financial Year of the Company:

{i} c;ertified copies of its audited consolidated and non-consolidated (if any) financial statements for its most recently completed fiscal year, prepared in accordance with lndian GAAP including its ba!ani:e sheet, inc0me statement and statement of -cash flow. All such information shall be complete and correct in alf material respects and shall fairly repre!;Ent the finandal condition, results of operation and changes in cash flow and a list comprising all material financial liabilities of the Company whether absolute or cot1tlngent as of the date thereof;

{ii) a certificate from an authorized offiCEr of the Company mnfirrning that there fa no existing potential Default or Event of Default;

{Iii} copies of all annual information submitted to the. Supervisory Authoritiesby the Company; and

(iv) such additional information or documents as the oebenture Trustee may reasonably request.

(dJ within 45 (forty five) calendar days after each Quarterly Date:

{i} certified copies of its l,m-audited consolidated and non-consolidated (if any) quarterly financial statements for the preceding fiscal quarter, prepared in accordance With Indian GAAP including its balance sheet, income statement and statement of cash flow;

(ii) d~tclils: of opera_tions, portfolio growth and asset quality {including sti:ltic portfolio cuts, collection efficiency and portfolio at risk data), funding data, 1n such form and rnanner as rnay be acceptable to the Debenture Holders;

41

Page-41

For-Vastu Housing Fin~c:::z:lion Ltd.

l>vt. Lid.

Authorised Signatory

1atory I Director)

/, /R of ~of Book

Document No.'9

I contains _.9J__ Sheets ~ I -7eet

- Regis~9 officer

TP/2309643/2018

,(ili) a certlficate signed by an authorised officer of the Company stating that the Company is in compliance with all the (;'.ovenants prescribed In Clause 3.3;

(Jv) details of ·the shareholding structure and composttfon of the board of directors in the Company {h1cluding_any changes from the previous instance where such infonnat/on was provided);

M copies afthe quarterly returns filed with the RBI and SEBI;

{vi) information in such form a_nd manner acceptable to the Debenture Holders on;

(A) new products Introduced or change in existing product features by the Company;

{B) new bus,iness correspondent relationships or discontfnuance of existing relationships by the Companyi

(C} geographical expansion to any new state/dty/dlstrict/!ocation by the Company;

(b) material changes to any lnfotmation technology system or monthly reporting/information systems used by the Company;

(E) chartge in credit burea1..1s used by the Company;

(Fl revisions in business plans otttie Company;

(G) changes in accountitlg poHcy of the Company; and

(H) any fraud amounting to more than 1% of Gross Loan Portfol!o.

(e) As soo,n as practicable, and in any event within 10 (Ten) Business Days after the Company obtains or reasonably should have obtained actual knowledge thereof, hotice of the oceurrence of any event or circumstance that could reasonably be exi:;ected to resu·lt in a Material Adverse Effect.

(f) As soon as practicable, and in any event within 10 {Ten) Business Days after the Company obtains or reasonably should have obtained actual knowledge thereof, notice of any dispute, litigation, investigation or pther proceeding affecting the Co.mp-any· or its property or operations, which, if adversely determined, could result in _a Material Adverse Effect.

(g) As soon as practltable, and ln any event withln 10 {Ten} Business Days after the Company obtains or reasonably should have obtained actual knowledge thereof obtains or reasonably, notice of the occurrence of any Event of Default or potential event of default inducting any steps taken to cure such event.

(h) Af. soon as prai:ticable~ and in any .event within 10 (Ten) eusiness Days, a.ny prepayment, or the receipt of notice of any Indebtedness of the Company declared to be due and payable or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof.

42

ForVastu Housing Finenee ::rtion Lid.

. i Aut'nar\sed Signatory

Document No._~=-- of 2.Q.llof Book

_L contains _j]_ Sheets 4 2- Sheet v---Registering officer

Page42

for Milestone Tru. s~~~~U~.

(Authoris~ory I Directer)

TP/2309643/2018

(i) As soon as practicable, and ill any event within 10 (Ten} Business Days after such default, notice of any default in the observance or performante of any agreement ot condition relating to any Jndebtedness or contained in any instrument or agreement evidencing, securing or -r'elatfng thereto or any other event shall occur or condition exist, the effect of which defauft or other event or condition is to cause or to permit the holder or holders of such lndebtedne_ss to cause {determined without regard to whether any notice is required) .:1ny such Indebtedness to become due prior to its stated maturity.

(JI As soon as practicable,and in any event within 10(Ten) Business Days of attY change in its Constituti.onal Documents.

(k) As soon as practicable and in any event within 10(ien) Busitiess Days of any i;:hange in:

(1) Key'Shareholders-'shareholding in the Campany;

(ii) any change in the board of directors of the Company;

iiii) any change in senior management officials of the Company being the chief executive officer or any other official discharging similar functions and resporlsibilities;

{iv). approval by the bbard of directors of the annual business plan of the Company;

M any change in the accounting policy of the Company, which may have a Material Adverse Effect. PROVIDED lHA'f nothing in this Clause shall apply to a change in the accounting policy of the Company pursuant to Applicable Law;

{vi) detalls of the occurrence of any fraud amolmting to more than 1% of_ Gross loan Portfolio;

{vii) new prodocts introduced or change in existing product features by the Company;

{viii) new busities.<; correspondent relationships or discontinu<m'ce of existing relationships by the Company;

(ix) geographical expanslon to ar1y new state/dty/district/locatlon by the Company;

{x) material changes to any information technology system or monthly teporting/information systems used by the Company;

(xi) any change in credit bureaus used by the Company; and

(xii) any revisions in business plans of the Company.

(I) As soon as practicable and in any event within 30 (Thirty) calendar days of receipt of a request, such additional rlocuments or information as the l;)ebenture Trustee or

43

Document No. 16/9 of ~of Book , I

.l- contains ..3J_ Sheets. 4{-~t

Reg1stet officer ,__ _______________ _

Page43

T. stees~i Se~l'Yt.Ud, POI Mi\eSIOl19 ru

. • · f Director) (t..,1,1t.h0!"1sed. ,_ g.t story

TP/2309643/2018

the Debenture Holders, may reasonably request from time to time.

(m) As soon as practicable and in any event within 5 {five) calendar days from the end of every calendar month, a monthly final'Jdal statement including a short balance sheet, a profit and Joss account, key operational information and key portfolio data in the format prescribed by the Debenture Trustee from time to trme {the "Reports"),

3.S Affirmative Covenants

lhe Company shall:

(a} Use of Proceeds

Use the proceeds of the Issue only for the Purp.ose and in accordance with C!au!>e 2.i{d);

{b) Notice of winding up or other legal procfS$

Promptly, and in a:lly case not laU:,r than 10{Ten) Business Dcfl/s, inform the Debenture Trustee lf it has notice of any appllcation for winding up having been made or any statutory notl-ce of wir.ding up 1.1r1.de,r the provisions of the Act or any other notice under any other statute relating to winding up or otherwise of any suit or other legal process intended to be filed or initiated <1.gainst the Company;

~c) Loss or damage by uncovered risks

prcimptly infom, the Debenture Trustee of any material loss or significant damage which the Company may suffer due to any fori:e majeure circumstances or act of God, such i;!ls earthqm1ke, flood, tempest or typhoon, etc. against which the Company may not have insured its properties;

(d} Costs and expenses

pay all costs, charges and expenses Jn any way incurred by the Debenture Trustee towards protection of o·ebenture- Holders.' interests, including traveling and other allowances and such taxes,. duties, costs, charges and expenses in connection with or re/atihg to the Deb-entures subject to such expenses, costs or charges being approved In writing by the Company before they are incurred and shall not include any foreign.travel costs;

{e) Payment of Rents, etc.

punctually pay a'U rents, royalties, taxes, rates, tevies, cesses, assessments, Jmpositions and outgoings, governmental, municipal or otherwise imposed upon or payable by the Company as and when the same shall becorne payable and when required by the Debenture_ Trustee produce the receipt!, of such payment and also punctually pay and dfscharge al! debts and obligations and liabilities which may have priority over the Debentures and observe, perform and cornply with all covenants and obligations which. ought to b.e observed and performed by the Cornpany under this OTO;

44

Page44

PYt.Ltd.

p, 9,/,~ Document No. ((,!'l of 2.2liof Boak

i contains 97 Sheets~

nog;ste•i110 ofci,,; r-,~L l .(. :,, I,•~'-'-------·---

TP/2309643/2018

{f) Prese111e corporate status

dtligentty preserve and maintain its corpot-ate. existence and status and all rights, .contracts, privileges, franchises and concessions now held or hereafter acquired by it in the conduct of its bU5iness and comply with each and every term of the said franchises and concessions and all acts, .authorizations, consents, permissions, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to its Assets or any part thereof provided that the Company tnay contest in good faith the validity of any such acts, rules, regulations, orders and directlons and .pending the determination of such c;ontest may postpone compliance therewith if the rights enforceable under the Debentures are not thereby materially endangered Cir impaired. The Company wlfl not do or volunt~rily suffer or permit to be done any act or thing whereby.its right to transact its business might or could be tl:!rminated or whereby payment of the principal of or interest on the Debentures might or would be hindered or del:ayed;

(g) Pay stamp duty

pay all such stamp duty- (including any additional stamp duty), other duties, taxes, charges and penalties, if:and when the Company may be required to pay according to the applicable stiltf! laws and ·in the event of the Company failing to pay such stamp· duty, other duties, taxes and penalties as aforesaid, the Debenture Trustee will be at liberty {but shall not be bound} to pay the same and the Company shall reimburse the same_ to the Debenture Trustee on demand;

{h) furnish Information n, Debenture Trustee

{i) pro"'.ide to the Debentl)re Trustee or its nominee(s)/ agent{s} such information/copies of re[evant extracts as they may require on any matters relating to the business of the Company or to Investigate the affairs of the Company. The Company shall allow th~ Debenture Trustee to make such examination and investigation as and when deemed necessary and shall furnish the Debenture Trustee with all such informdtlon as they may requfre and shall pay all"re-asonable·costs, charges and expenses incidental to such e,;amlnation and investigation. Without prejudice to the foregoing, the Company undertakes that Jt will permit the Debenture Trustee to examine the books and records of the Company and to discuss the affairs, finances and accounts of the Company with, and be advised ;:is to the same by, officers and Independent :accountants of the Company, all upon reasonable prior notke and at such reasonable times and intervals as the Debenture Trustee may reasonably request;

(ii) shall furnish quarterly report to the Debenture Trustee (as may be required in accordance with SEBI/BSE guidelines or regulations} containing the following particufars:

(A) updated list of the names and addresses of the Debenture Holders;

{B) details of the interest due, but unpaid and reasons thereof;

(C) the number- and nature -of grievances received from the Oebenture

45

For.Vastu Hot.;si:ig Fi11anc0 Corroration Ltd.

v~ Authoris1:d Signatory

Document No .. _ ___..l,,.b~W~- of ~of Book

l- contains _j} Sheets L6 V_et

Registering .officer

Page45

TP/2309643/2018

Holders and resolved by the Company; and

(D) a statement that the Charged Receivablesare sufficient ta discharge the claims of the Debenture Holders as and when they become due;

(iii) inform and prov}de the Debenture Trustee with applicable doci..iments. in respect of the following:

(A) notice of any Event of Default or potential Event of Default; and

(B) ahy and all information required to be provided to the Debenture Holders under the listing agreemeht to be entered Into betw,een the Company and the BSE;

(iv) Redressal ofgrieval'lces

promptly and ,elCpeditious!y attend to and redress the grievances, if any, of the Debenture Holders. The Company further undertakes that it sha!J promptly comply with the suggestion-; and directions that may be given in this regard, from time to time, by the Debenture Trlls.tee and shall advise t_he Debenture 1"rustee periodically of the compllance.

(v) Comply With Investor Education ond Protection Fund requirements

comply with the provisio~s of the Act refatin& to transfer of unclaimed/ unpaid amounts _of interest on Debentures and redemption of Debentures to Investor Educatlonand Protection Fund, if applicable to it.

The Company hereby further agrees and undertakes that during the turrem;:y of thfs DTO it shall abide by the guidelines/listing requirements if any, issued from time to time b'y the SEBI/RBI.

(vi) Corporate Gaa,ernance

com_ply with any corporate govemaru;:e requirements applicable to the Company {.as may be prescribed by the RBI. SEBl, or :any stock exchange) and the fair practices wde prescribed by the Supefviscrv Authorities.

(vii} Further a&5uronces

(A) Provide detaUs of any litigation, arbitration or administrative proceedings that if determined adversely could have a Material Adversl:! Effect on the Company;

(B) comply with anv monitoring and/or servicing requests from DebenJure tlolders;

{C} comply and execute and/or do, at their own expense, aU such deeds, assurances, documents, instruments, acts, matters and things, in :m,h form ~nd otherwise as the Debenture Trustee may reasonably or by [aw n:quire or consider necesst!ry in rel;:ition to e.nfordng or exercising any Of the rights and authorities of the Debenture

46

for 'lasL '. :ousing FinsB~:x::rion L'd.

Auth~rised Signatory

,g/ If? D~cument No. 1(,18 of ~of Book

~ contains _j]_ Sheets-Vt

Registering officer

Page46

For Milestone T~~ Pvt. Lid.

(Authonse~~tory / Director)

TP/2309643/2018

Trustee;

(D) obtain, comply with the terms of and do all that is necessary to maintain in full force and effect att authorisations necessary to enable it to lawfully enter into and perform its obligations under this DTD orto ensure the legality, vaiidlty, enforceabillty or admissibility in evidence in India of this DTD;

(E) comply with:

{1) all laws, rules, regulations and guidelines (including but not limited to environmental, social and taxation related Jaws), as applicable in respect of the Debentures and obtain such regulatorv approvals as may be required from time to time;

{i) Security

(2) the Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993 as in force from time to time, in so far as they are_app!icable to the Debentures and furnish to the Debentllre Trustee suth data, information, statements and reports as may be deemed necessary by the Debenture Trustee in order to enable them to comply with the provisions of :Regulation 15 thereof in performance of their duties in accordance therewith to the extent applicable to the Debentures;

{3) the provisions of the Act in relation to the issue of the Debentures;

(4) procure that the Q{lbentures are rated and ;;i rating is continued until redernptlon of the Debentures; and

(S) ensure that, at time of lnaki;ig any payment of interest or repayment of the principal ainount of the Debentures in fuU or in part, the Company shalt do so in the manner that is most tax efficieht for the Debenture Holders but without, in any way requiring the Company to incur any additional costs, expenses or taxes and the Company shall avail of all the benefits available under any treaty applicable to th~ Company :and/or the Debenture Holders.

The Company hereby further agrees, declares and covenants with the Debenture Trustee as follows:

{i) the Debentures shalt be secured by (A) a fir:st ranking exclusive continuing security by way of a first ranking exclusive charge on the Charged Receivables in favour of the Debenture Trustee for the benefit of the Debentur-e Holders, and (B)a first ranking pari passu charge over the Immovable Property created by way of a mortgage {without possession) under this DTD in favour of the debenture Trustee in favour of the

47

Page47

Document No. l(QIB of 2.o.J£.~;_'-:k S contains !LL Sheets l 1 ~et

Registerino r;fficer 1

For Vostu

TP/2309643/2018

Debenture Holders;

(ii) that all the Charged Receivables that will be charged to the Debenture Trustee shall always be kept distinguishable and held as the exclusive property of the Company specifically appropriated to this Security and be dea[t with only under the dfrectlons of the Debenture Trustee. The Company shall not create any charge, Hen ot other encumbrance upon or over the Charged Receivables or any part thereof except in favour of the Debenture Trustee nor will it do or allow anything that may prejudice this Security. The Debenture Trustee shall be at liberty to incur all costs and .FiXpenses as may be necessary to preserve this Security and to maintain the same i.mdiminished .:ind claim reimbursement thereof;

(iii) to create the security over the Charged Receivables as tontemplated in the Transaction Documents. by executing the required duly stamped documents/in.struments and to register and·perfect the security interest created thereunder by filing Form CHG-9 with the concerned ROC and Form ! with CERSA! in relatio_n thereto as soon as practic;::ibte and no later than 30 (Thirty) calendar di)y"s after the date of execution thereof;

(iv) to create the security over the Immovable Property as contemplated in this DTD by duly Stamping, executin_gand registering this DTD and to perfect the security interest created under thisOTD by filing Form CHG-9 with the concerned ROCand Folln l with -CERSAI in relation thereto as soon as practicable and no later than 30 {Thirty) calendar days after the date of execution· of this OTD;

M until the Final Settlement Date, the Company shall, within 10 (ten) calendar days of the end of each month, provide a list of specific !oan receivabtes / identified book debt to the Debenture Trustee over which charge 1s created and subsisting bv way of hypothecation in favour of the Debenture Trustee (for the benefit of the Debenture Holders) and sufficient to maintain the Security Cover {"Monthfy Hypothecated Assets Report"};

ivi) to keep the Application Money in ii designated bank accountin the event this DID and the other Trans;i.ction Documentsare not e~ecuted or in the event the value of the Sec:l!rity Cover is not maintained/provided;

{vii) the Company shall, on each Top~up Date {as defined in the Deed of Hypotheration), add fresh t'eceivables to the Charged Receivables so as to ensure that the Security Cover i:,; maintained or to replace such Charged Receivables that do not satisfy the ellgibility criteria prescribed in the Transaction Documents;

{viii) the Company shall, on a half yearly basis, ;::is also whenever required by the Debenture Trustee, give full particulars to the Debenture Trustee of all the Charged Receivables from· time to time and shall furnish and verify all statements, reports, returns, certificates and information from time to time and as required by the Debenture Trustee and furnish and execute all necessary documents to give effect to the Charged Receivables;

Page48

iina,~omtion Ltd.

Authorised Signatcry

f,,;i)lll 1 big of }s,LEof Book

Document No. 48 ~ .L contains $ Sheets - .. She -Registering officer

L-------

TP/230964312018

{ix) the &:ecurity interest created on the Charged Receivables shall be a continuing security;

(x) the Charged Receivables shall satisfy the eligibrlity criteria set out in the !rar.sadion ,Documents;

(xi) nothing contained herein shall prejudi~ the rights or remedies of the Debenture Trustee and/ or the Debenture Holders in respect of any present or future security, guarantee obligation or decree for any indebtedness or liability of the Company to'the Debenture Trustee and/ or the Debenture Holders;

fxii) the Debenture Holders shall have a beneficial interest in the moveable Assets of the Company which have been charged to the Debenture Trustee to the extent of the outstanding Amounts of the Debentures under this DiD; and

{xiii) forthwith Upon demand by the Debenture Trustee, reimburse to the Debenture Trustee ell amounts paid by the Debenture Trustee to reasonably protect the Charged Receivables and such amounts shall be deemed to be secured bytheCharged Receivables;

(j) Filings; Compliqnr.e with BSI! requirements

The Company hereby further agrees, declares and covenants with the Debenture Trustee QS follows:

Ii) whil_e submitting half yearly / annual financial resu(ts in accordance with Regulation 52 of the LODR Regulations, the Company shall file with the BSE for dissemination, along with a noting certificate of the Debenture Trustee, containing inter aliu the following information:

(A) credit iating{and any change thereto);

(B) ..!sset cover, if re(juiredT accompanied with a half yearfy -certificate reg-arding mai'ntenance of 100% asset cover in respect of the DebentLires, by either a practicing company secretary or a practicing chartered accountant, within one month from the end of the half year;

(C) debt to equity ratio accompanied With a certificate of a practicing chartered a.ccourrtant confirming such debt to equity ratio;

(D) previous· Due Date for the payment of interest/princfpal ;and whether the same has been paid or not; and

(El ne)rt Due Date. for the payment ofirtterest/principal;

{F) net worth;

(G} net profit aftertaic

49

Page49

D,?cument No. / 6/'r., of kof Book

....L. contains 31... Sheets. I./) I/ Reg1sterina officer

TP/2309643/2018

(H) earnings p·er share;

{fl) in ao;:ordance with Regufation 52 of the LDDR Regulations, the Company .shall file with the 851:: the prescribed statements, finandal statements and noting certificate of the 0-ebenture Trustee within the timelines prescribed therein;

(iii) in -accordance with Regulation 56 of the LODR Regulations, the Company shall submit the following to the Debenture Trustee:

(A) a .copy of the ann.ual rep.art at the same time as it is issued and a copy of the certificate from the Company's auditors in respect of utilisation of funds raised by the issue of the Debentures/at the same tfme or at the end of each Financial Year Ontit such funds have been fu!!y utmzed or the purpose for vihich such funds were intended has beeri achieved;

(B) a copy of all Mtices, resolutions and circulars rel::iting to any new Issue of non-convertible debt securities {at the same time as they ;;,;re s~nt to shareholders/holders af non-convertible debt securities), the meetings of holders. of non-convertible debt seturitfes (at the same tirne as they are sent to the holders of non-convertible debt securities or advert;ised in the media including those relating to proceedings of the meetings);

(C) intimations regarding any reVislon in the rating or any default in timely payn,ent of interest ·or redemption or both In respect of the non-convertible debt securities issued by the Compahy or ahy failure to create charge on the assets; .and

ID} a copy of the statement, if any filed with the BSE in compliance of Regulation 52(7) Of the LDDR Regulations Indicating material devf,;ltions, if .any, in the use of funds raised by th~ issue of theDebentures · froin the object stated in the Information Memorandums.

{iv) in accordance with Regulation 58 of the LODR Regulations, the Company shall furnish the foliowfng to the Debenture Ho!dets in the manner prescribed therein;

{A) physical copies of full annual reports to those Debenture Holders who request the same;

{B) notice of all meetings of the- DE!benture Holders specifically stating that the provisions for appointment of proxy in accordance with Section 105 of the Comt:ranies Act, 1013 shall be applic<lble for such meeting; and

{C) proxy forms for the Debenture Holders clearly providing the Debenture Holders to vote for each resolution in such a manner that they rnay vote either for or a_gainst each resotutron;

so

Page SO

For v,.1:.iu HousJng Finance Corpcfaflo-n ltd:

\') "--I' Authorised Signatory

. p,9, JK Document No. I In I Y, of:?l&.of Book

'_L.contains _jJ_ Sheets 5D~t

Registering officer

TP/2309643/2018

'The Company shall, forthwith upon demand by the Debenture Trustee, reimburse to the Debenture Trustee all ,amounts paid bV the DebenturE Trustee to reasonably protect the Charged Receivables and such -amounts shall be .deemed to be secured by the Charged Receivables.

(k) Execution ·of Security Documents

In the event of any delay in the execution of the documentation in respect of the Charged ReceiVob!es, the Campany will, at the option of the Debenture Holders, either:

Ii) refund the Application Money as set out in this DTD, to the Debenture Holders; or

{ii) pay to the Debenture Holders penal interest at the rate of 2% p.a, (two percent) charged on the Outstanding Principal Amount in addition to the Interest Rate till the aforementioned documentation is duly eJ<ecuted.

UJ Internal Control

The Company sha!lmaintain 1nternaJ control for the purpose of:

{j) preventing fraud on tnon1es lent by the Company; and

{ii} preventing money being used for money !aundertng or illegal purposes.

lm) Audit and ln~pectian

The Company shall perm.it viSits and inspection of books of records, documents and . accounts to the Debenture Trustee and representatives of Debenture Holders as and

when required by them. The Company hereby authorizes the Debenture Holder to institute an audit on the Company cit the Debenture• Holder's cost, provided such audit and request for Information does not interfere with the operations of the Coinpany. Such audit shall be conducted after prior notice of 10 working days to the issuer. The Company agrees to render reasonable assistance at its own rnst to any enquiry, evaluation and/or audit performed by persons or fnstitutes indicated by the Debenture Holder, The Debenture Holder shall notify the Company in wri.t1ng if and when such an audit will take place. The findings of the audit will be discussed with the Company before finally being recorded in a report.

{n) Books and Records

The Company shall maintain its accounts and records in actotdan<;e with Applicable Law.

3.6 Negative CQ.venants

The Company shall not tak!:' any action ih relation to the items set tmt in this C[ause 3,6 without the prior written permission of the Debenture Trustee, ·except lf otherwise required mandatorily by Applicable Law. The Debenture Trustee shall give its prior written approval/dissent within 15 (fifteen) BuMness Days after receiving a request to provide its approval PROVIOED such request is accompanied by the relevant information substantiating

51

Page51

For·Vastu Hausing Flnz.nce Corporation Ltd:

~~ Pvt. LIii.

f, <;J /B Document No.,_..1.{.,.bc=c..- of 221tDf Book

3.J.. Sheets 15'1 Shee ,,.

. J,,. contains

Registerin

TP/2309643/2018

the request for the .Debenture Holders to make a conscious discussion. The Debenture Trustee re$erves the right to take the co1,sent of the .Major!ty Oebe·rwure Hoiden; prior to ar,y such approval/dissent, if it deems neCT:?ssary.

(a} Clmnge,0jbusJness

(i} Change the general nature of its bus!ness from that 1.vhi.:h is permitted as a housing finance company registered with the NHB.

{ii) Any changesto its Constitutional Oocumentswhere such changes will lead to or are likely to lead to a Material Adverse Effect.

{b) Dividend

If an Event of Default has occurred and is continuing, declare or pay any dividend to­its shareholders during any Financial Year unll:!ss it has paid or made arrangements to pay (to the satisfaction of the Debenture Trustee) all the dues to the Debenture Holders/ Debenture Trustee upto the date on which the dividend is proposed to be declared or paid or has made satisfactory provisions thereof.

(c) Merger, consolidation, etc.

{i} ln any Financial Vear, undertake or permit any mergl:!r, acquisition, re­structuring or dmalgamation in excess of 10% of the Net Worth of the Company; and

{ii) enter into any merger, de-merger, consolidation, re-organization, scheme of arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction. PROVIDED HOWEVER THAT, this shall not apply in case where due to the Company not entering into any such any merger, de-merger, consolidation, re-orga11ization, scheme of .arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction, shall lead to an Event of Default or potential Event of Default.

{d) Shareholding

Except if otherwise required by Applicable Law, issue any additional shares or equity interests or permit any of its existing shares or !:!quity interests to be transferred, sold, pledged or otherwise encumbered which would lead to:

{I) the Key Shareholders, directly or indirectly, ceasing to Control the Company; or

!ii) the shareholding of the Key Shareholders, directly or indirectly reducing below 51% ofthe aggregate shareholding of the Company.

( e) Disposal of Assets

Sell, transfer, or otherwise dispose of in any manner whatsoever any material Assets of the Company {whether in a single transactiort ot in a series of transactions {whether related .or not} or any other transactions which cumulatively have the

52

ForVastu H0Js1r.g Finance Co:;:'.~:·a:1::m Ltd'

1-,0 Autho:i;;ed Signatory

p,g/\'6 Document No .. _ _..Jlw.6<1./_,.~_ ofOOof Book

'.i- contains "17 Sheets 6Q-v Registering officer t..._ _________ _

PQge,52

For Mileslone Trus~/ Pvt Ltd.

(Authorised ~·ry / Director}

TP/2309643/2018

same effect} other than any securitization/portfolio sale of assets undertal:.en by the Company in its ordinary _course of business that has. the effect of exiting the current business of the Company or re-structuring ofthe existing business.

{f) Anti-money /aunderinr;, and exclusion list

Permiti!ny of the Debenture ptoceeOs to be used to fundanyform of violent political activity, terrorists or terrorist organizations, nor any money laundering process or scheme to disguise illegally obtained funds, nor any other criminal activity inducting arms. sales, drug trafficking, robbery, tra·ud or racketeering.

(g) Ch(lnge In Capital Struct1Jre

lO Permit or undertake any change in capital structure that would lead to a reduction in the paid-up capital or authorized capital of the Company.

{ii) Purchase o, ,edeem any of its issued shares o, reduce its share capital without the- prior·written consent of the Debenture Trustee {acting on the instruttions ofthe Debenture Holde!rs).

(h) Change in Financial Year

Except if otherwise required by Applicable Law, change its Financial Year end from March 31 of each year to any other date.

(i} Business

Undertake any new businesses e)(cept in relation to financial services or diversify its business outside the financfal s:er.iices sectQr where the undertaking of such business may result in a Material Advel'se Effect.

3.7 Make the Relevant Filings with the ROC/SEPI/CERSAI

Pursuant to the provisions of the Companies Act 2013 and the relevant rules thereunder, the Company undertakes to make the necessary filings of the documents mandated therein including the Private Placement Offer Letters (fo·rm PAS 4), return of allotment (1'-orm PAS 3), Forms CHG-9, and record of Private Placement Offer Letters (Form PAS 5) with the Registrar of Companles ·,md/orSEBI and form I with CERSAI within the tirnelines stipulated under the companies ALt, 2013 atid the relevant rules thereunder.

3.8 Register of Debenture Holders

A Register of Oebenture Holder5. shall be maintained in accordance with Section 88 of the A~t and the Register of Debenture Holders/ the Register of Beneficial owners, sjial! be closed 3 {Three) Business Days prior to each Interest Payment Date, the Final Redemption Dates or any other payment date by acceleration{includlng the Exercise Date, if the Put Option or the Call Optfon is exercised). In case of dissolution/bankruptcy/insolvency/winding up of Debenture Holders, the debenture certificates shall be transmittable to the legal representative(s) / succes.sar(s) or the !lqu1dator as the case may be in accordance with the applicable provisions of Applicable Law on such terms as may be deemed appropriate by the Company.

53

P11ge53

For Vastu ifousing Finani C::::J'-on ltd.

Document No. 16"6 of'ZQlBof Book

-1.. contains ~ Sheets 5~t

Registerinr:: officer -·-------------

TP/2309643/2018

3.B Fut11re Borrowings

The Company shall be entitled to borrow or raise [cans or create encumbrances or avait financial assistance in whatever form, and also issue promissory notes or debentures or other securitles, without the consent at or ihtimation to the Debenture Holders or the Debenture Trustee,

3.10 Costs

All reasonable expenses incurred by the Debenture Trustee prior to or following the occurrence of an Event of Default, indudirig in connection with:

{a) collection of amounts due under the Ttansaction·Docutnents; or

{b} engaging all interm~dlarles; or

{c) all eJ;:penses in relation to issue of Debentures; or

(d} legal· casts; ar

(e} stamp di.Jty on any lransaction Documents,

shall be payable by the Cotnpany under the Transaction Dotumentc,,

3,11 The Company and the Debenture Holders will pay the fees and disbursements regarding bank costs incurred by each of them respectively, fn connection with the disbursement(s), payment o1 interest and repayment cf the Application Money, Any cost or expense incurred by tht:; Oebenture Trustee pursuant to the Transaction Documents in excess of INR 10,000/­{!ndian Rupees Ten Thousand Only) excluding taxes, sh<ill be approved by the Majority Debenture'Holders.

3.12 Jndemnity

The Company shall, commencing from the Effective Date untj[ the Final Settlement Date,witliln 10 (ten) days of demand, indemnify the Debenture Holders• and theOebentureTrustee from time to time, against any and all losses, liabilities, obligations, damages, judgments, costs, expenses (including, without Hrnitatron, advisors' fees), claims, fines, penalties, proceedings:, actions or demands, of any kind or nature inturred by thE: DE!benture Trustee/Debenture Holders as a result of:

(a) occurrence of any Event of Default; or

fb) any demand far any stamp duty, registration fee or any other duty, fee, costs, or imports received from any Governmental Authority in re!at!on to the transactions contemplated under the Transaction Documents (includihg Without limitation, any dem.:ind from stamp duty arising because any Transaction Document has been taken or has been ·received (whether by way of facsimile, photocopy or electronic record) ill any st;,ite other than the State in which it h~ been executed; and

(cl a failure by the Company to pay any arnount_due under any transaction Document on its due date.

54

Page54

For Va.sft1 Hcuair.g Finance Co-;pcration ltd.

~ ·0-Authorised Signaicry

P• g/Jy Document No. /0 l:B of'2oliof Book

.i contains -31_ Sheets. 5:~

Registering officer ,.._ ______ ··-·-

4.1

TPl2309643/2018

Any indemnification payment made by the Company shall be grossed up to take into account anv t:;ixes, payable by the Debenture Trustee/Debenture Holders or deductible by the Compatiyon .such p:ayment. The fndemnfflcation rights of theDebentureTrustee/Debenture Holders L!nde'c this OTO are independent of, .and in addition to, such other rights and remedies as the Dehenture Trustee/Debenture Holders may have at law or in equity or otherwlse1 lnduding the right to se~k speclfic performance ot other injunctive r121ief, none of whith rlght5 or remedies shall be affect~d or diminfshed thereby. The Company acknowledges and agrees that any payments to be tnade pursuant to thfs Clause 3.12 are not in the nature of a penalty but tnerely reasonable- compensation for the loss th.at we1u!d be suffered.

EVENTS OF DEFAULT AND REMEDIES

If one or more ~enti specified in Clause 4.2 oc_cur{s), the Debenture Trustee may, in its discretion, and, upon request, in writing, of the Speda! Majority Debenture Holders or by a Special Re-solutfon duly passed at the meeting oHhe Debenture Holders he!d in accordance with the provisfons set out in- Schedule ti hereto by a notlce in writing to the Company initiate the following: course of action:

(a)

(bl

(c)

(d)

(el

(fl

(g)

(hj

{i]

subject to Applicable Law, require the Company to mandatorily redeem the Debentures and repay the principal amount on the Debentures, along with qccrued but unpaid interestand other costs, charges and expenses incurred under or in connection with this DTD artd other Transaction Documents;

subject to Appfic;ible Law, declare that all or part of the Obligatfons be immedfately due and payable, whereupon they shall became immediately due and payable;

to ;lppoint any independent agency to inspect and examine the working of the Company _and gh,ie a report to Debenture Holders/ the Debenture Trustee, The Company shall to give full co~operation and provide necessary assistance to such agency and bear 2111 costs. a.nd expenses of the examination indud!ng the professional fees and travet!ing and other expenses;

to take all such -.other action expressly permitted under this DTD or in the other Tr,ansaction Documentstlr permitted underthe Law;

to exercise such ot_her rights- as the Debenture Trustee may deem fit under appllcaWe Law to protect the Interest of the Debenture Holders;

to accelerate the redemption of the Debehtures;

enforce the charge over the Charged Receivables in accordance with the terms of the Transactton Documents; and

subject to Section 69 of the Transfer of Property Act, 1882, to sell, assign or otherwise liquidate or direct the Company to sell, assign- or otherwise liquidate any or all of the Immovable Property, in such manner, at such time, -at such place or places and on such terms as the.Debenture Trustee may, in compliance with the requirements of law, determine in its absolute discretion and to take possession of the proceeds of an.y such sale or liquidation;

to receive all rents and profits thereof without any disturbance or hindr.mce from 55

l(

Page55

For Milestone Trusteeship ltd. ' ,, . ., ' t1Uu1onseu 0ignAiory

Registering officer

'r's.

TP/2309643/2018

the Cofnpar\y ahd to retain all cash proceeds received or reteivable by the· Con'lpar'iy in respect of the Immovable PrQperty and to use such funds, iri whole or part, toWards repaytilent of the Compariy-'s obligations to the Debenture Holders- ahd/or the Debenture lrustee under these presents;

U} authority to execute documents Including re-conveyance and re-trrmsfer of lmn'lovable Property o_r the conveyance in case of sale, assign merit or transfer of the Immovable Property in exercise of the power of sale herein contained or transfer of mortgage or other assurance required to be executed by the Debenture Trustee shall if executed by any authorize:d officer of the Debenture Trustee be deemed as good and effectual as if theDebenture Trustee had authorized such person to execute the same; and/or

(k) exercise any other right that the Debenture irustee and / or Debenture Holder(s) may have under the Transaction Documents- or under Applicable Laws.

4.2 Events of Default

(a) Payment Defaults

The Company does not pay on the Due Date any amount payable pursuant to this DTD(lncluding all amounts payable pursuant to Step Up or Step Down) and the Debentures at the place and in the currehcy in which-it ls expressed to be payable, unless its failure to pay is cau_sed by technical error and payment is made within 3 (three) days of its due date.

(b} lns·o111ency / Inability to Pay Debts

(i) The Company is unable or admits,inability to pay its debts as they fall due, su_spends making payrrlents on any of its debts or, by reason of .actual or antfdpated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its lridebtednes:S.

{ii) Without ·prejudice to (i) above, the commencement of an insolvency resolution process under the (lndfan) lnso.lvency and Bankruptcy Oode, 2016 (to the extent applicabl~) in respect of the Company.

(c) Business

The Company without obtaining the prior consent of the $pedal Majority Debenture Holders ceases to carry on its business or gives notice of its intention to do so.

(d) Misreptesentatioi1

Ah'y representation. or warranty made by the COr'npany In any Transaction Document or in any certificate, financ1al statement or other document delivered to the Debenture Trustee/Debenture Holdl'!rs by the (;or'npany shall prove to have been incorrect, false or misleading lt'l any material respect. when made or deerlled made,

(e) Material Adverse Change

(i) There shall have ·occurred a change ir'I the business, operations, property, 56

Fo1··Vastu Ho'..ls!ng Fir,a~0r·2t;J11 Ltd.

•'il 1~ i ~cument No, lh/8 of~Mliii~ory

,, 1,-contains _j]_' Sheets .5"1 ~ l Registering offic_:r

TP/2309643/2018

Assets, liabilities, cond1tipn (financial or otherwise) or prospects of the Company since the date hereof that has resulted in a Material Adverse Effect.

{ii) The •occurrence of a Material Adverse Effect, iri the sole determination of the Debenture Trustee (acting on the instructions on. the Debenture Holders).

(f) Cross De/a.ult

Tne Company:

(i) defaults ifl ariy payment of a/1y Indebtedness beyond the period of grace

(not to exceed 30 (Thirty) days), if any, provided ill tl'ie instrurrieht or agreement under which such lndebtedfless was created;

(ii) defaults in the observance -or performance of any agreement or .condition relating to any Indebtedness or contained in any instrument or agreen:ient evidencing, securing or re'lating thereto -or any other event shall occur or condition exi_st, the effect of which default or other evei'lt or condition is t6 cause or to permit the holder or holders of such Indebtedness to cause {determined without regard to whether any notice is reejuired} any such Indebtedness to bei;ome due prior to its stated maturity; or

{iii) ahy lndebtedn.es-s ofthe Company shcal! be declared to be due and payable, or required to be prepa_id other than- by a regularly scheduled required prepayment, prior to the $tated maturity tt)ereof.

(g) Liqu/dation or Dissolution of the Company I Appointmen,t of Receiver or Uquidator

(i) Any corporare action, legal proceedings or other procedure or step is taken in relation to:

{A) the suspension of payrnents-, a moratoriLm, of any Indebtedness, winding-up., dfssolution, administration or re-Organisati'on {by way of voluntary arrange men~, scheme of arrangement or otherwise) of the Company;

(B) a cornpositior'i, compromise, assignment or arrangement with anv creditor of the Company;

(C) the appointment of a liquidator, receiver, administrative receiver, ad1ninistrator, compulsory rnanager or other similar officer in respect of the Company; or

(D) the Company, in respect of any reference or enquiry or proceedings commenced, before the National Companies Law Triburial or under any mechanism or prescription of the RBl in respect of resolution/restructuring · of stressed assets (including without limitation, under the RBl's circular no. DBR.No.BP.BC.101/21.04.048/2017-18 dated February 12, 2018 on "Resolution of Stressed Assets - Revised Fi'amework");

57

ForVastu Hous!r.g Finance Corprn·aUon Ltd,

~._Jr f,gj/ll D~cument No. !lol:9.'" 110"1',f/ "'ri.~~k

--1. contains '3.+- Sheets '57 6,.1eet

Registering officer

Pag.e57

TP/2309643/2018

{E) the commencement of an insolvency resolution process under the (Indian) Insolvency and Bankruptcy Code, 2016 (to the extent applfcable) or under any other_ Applicable Law, in respect of the Companyi or

(F) enforcement of any security over any Assets of the Company or any analogous procedure or step is taken in any jur'isd)ttiDn.

Any other event occurs or proceeding instituted under any applicable Law that woi.ild have an effect analogous to aliy of the events listed in sub­Clat,Jses (A) to (F) above.

(ii) Any petition for the reorganization, arrangeh1ent, adjustnient, winding- up or com·position of debts of the Company is filed on the Compatiy (voluntary or otherwise) or-have been admitted-or makes an assignment for the benefit of its. creditors generally and such proceeding is not contested by the Company for staying, qyashlng' or di5mjssed-within 15 (Fifteen} days.

(h) Creditors' Process and Expropriation

[l) Any expropriation, attachment, garnishee, sequestrati01l, distress or execution affec;ts any material Assetsof"the Company and is not discharged within 30 {Thirty) calendar days or as otherwise provided in any order of any competent court or tribunal relating to the aforementioned actions.

(ii) Any expropriation, attachment, garnishee, sequestration, distress or execution affects any Charged Receivables or part thereof.

(fii) All or a material part of the undertaking, Assets, r'ights or revenues of the Company are condemned, seized, nationalised, expropriated or compulsorily acquired, or shall have assumed custody oi- control of the business or operations. of the Company, or shall have takeh any actlon for. the dissolution of the Company, or any action that would prevent.the Cofnpany, their member, or their offic;ers from carrying on their business or operations or a substantial part thereof, by or llrlder the authority of any Governmel'lt or any Government AuthOrity.

(J) Judgment Defaults

One or more judgments or decrees entered against the Cornpany involving a Habrlity (not paid or not covered by a reputable and solvent insurance company), individually or in the aggregate, exceeding 10%. (Ten percent) of the Total Assets of the Company provided such judgments or decrees are either-final and non~appealable or have not been vacated, discharged or stayed pending appeal for any period of 30 (ihirty} consecutive calendar days.

Ll) Transaction Documents

For Vristu

Thls OTD or any other Transaction Document (jn whole or ir'I part), Is terminated or ceases to be effective or ceases to be in full force- or no longer constitutes valid, bihding and enforceable o_._bligatlons of the Company.

58

Page SB

f:i;-:2J1;:;c ~:)f;-'.-~S.·,:,,;n LIO.

Y) ~~.<;? 1)16 . '--, .

'''bf Book

TP/2309643/2018

(k) Unlt;1wfulness

lt Is or beconies unlawful f_or the Company to perform any of its obligations u!'lder the rransactiori Documents and/or any ob!igatton or obligations of the Company under any Transaction Oocume.nt are not or -cease to be valid, binding or enforceable.

(I) Repudiation

the Company repudiates any of ·the Transactiot'1 Oocuments, or evidences· an intention to repudiate any bf the Transaction Documents.

(m) Charged Receivables

The Compa!ly creates or attempts to create any Cha~ge ori the Cha·rged Receivables or any part thereof that is In addition to the charge created u.ndet' the relevant Transaction Do<;ument.PROVIDED THAT the foregoing will not apply in <;ase the lmmovable Property is mortgaged by the Company in favour of various lenders / debenture trustees as security in respect of the borrowings of the Company subJect to the Compahy obtaining the no objection certificate from the Debenture Trustee in this regard in accordance with the terms of this DTD and the Security Cover being maintained. It is clarified that-no charge or encun'lbrance other than the security

Jnterest created pursuant to the Transaction Documents can be created in respect of the Charged Receivables,

(n) Security in Jeopardy

In the opinion of the Debenture Trustee any Charged Receivable(s) is in jeopardy . including any depreciation in the value-of th.e Charged Receivables to .such an extent

that in the opinion of the Debenture Trustee,_ there is a requirement to provide further security to the satisfaction of the D.ebenture Trustee and Debenture Holders and such additional security is not provided within 15(Fifteen} Business Days of written notice served by the Debenture Trustee.

{o) Security

{i) The value of the Charged Receivablesis fnsuffici.ent to maintain the Security Cover and the Company faHs to maintain the Security Cover {including by way of _providing additional/alternate security to the satisfaction of the Debenture Trustee) within the stipulated timelines prescribed in the relevant Transaction Document.

(ii) Any of the Transaction Documents falls to provide the security interests, rights, title, remedies, powers. or ·privileges intended to be created thereby {including the priority lhtended to be created thereby), or such security intere_sts. _ fail to have the priority contemplated under the Transaction Docum-entS~· ··or- .,the security interests become unlawful, invalid or unenforceable.

(iii) The Company creates or attempts to Cf"eate any mortgage, charge, pledge, lien or other security Interest securing any .obligation of any person or any other agreement or arrangement havfng similar effect, over the Charged

59

Page 59

. f ,J r,o~ Vastu Housing Fina~oration Ltd:

Document No. I /'6 of~lilfri• '

[

l-- contains -3:1... Sheets ?~ Sh

·_ Registerin ' -----

TP/2309643/2018

Receivables, without the prior consent of the Debenture Trustee.

(p) Erosion of Net Worth

The Net Worth of the Company erodes by 50% or more(as determined on the basis of the most recent audited annual financial.Statements of the Company).

( q) Merger or Acquisition

The Company takes or permits to be taken any action for re-organisation of its capita! or any rearrangement, merger or amalgamation (except as otherwise permitted or taken in aCcordance with the terms of this .DTD).

(r) Fraud and Embez:zlement

The Company or aManagement Team member commits any material act of fraud, embezzlement, misstatement, misappropriation or siphoning off of the funds of the Company or revenues or any other act having a similar effect.

(s) Management TeamDefaults

(i) A Management Team member or any key management personnel of the Company being declared 'willful defaulters';

(ii) Management Team and/or the directors of the Company are convicted of a criminal offence involving moral turpitude, dishonesty or which otherwise impinges on the integrity of the Manageme_nt Team and/or director's conviction of any offence refatfng to bribery of a Public official as per Anti­

Corruption Laws of lndiaManagement Teamand/or the directors of the Company are accused, charged, arrested and convicted of a criminal offence involving moral turpitude~ dishonesty or which otherwise impinges on the integrity of the Management Team and/or director, including any accusations, charges and/or convictions of any offence relating to bribery.

(t} Breach of Certain Covenants

(ii Breach of any of the covenants set out 1n Clauses 3.5(f} (Preserve corporate status), (g) (Pay stamp duty), {h)(iv} (Redressaf of grievances), (h)(v) (Comply with Investor Education and Protection Fund reqvirements), (h)(vi) (Corporate Governance}, Li} (Filings; Compliance with BSE requirements), and {n) (Books and Records);

{ii) Breach of any of the covenants set out in Clauses 3.6 (a) (Change of business), (b) (Dividend), (d) (Key Shoreho!ders'Sharehofding);

(iii} Breach of any of the covenants set out iri Clause 2.18 (listing of Debentures) or Clause 3.7 (Make the Relevant Filings with the ROC/SEBI/CERSAl);

(iv) Breach of any covenants set out 1n Clause 3,3 and not cured within 60 (Sixty) calendar days.

(u) Breach of Other Covenants 60

f ':r;;astu Housing Finance Corporation Ltd:

Docwment No. 1 b !l Cll,~g~ s\~r\li y

i contains q7 Sheets (oo Sh t

Registering officer

~age 60

Ltd.

TP/2309643/2018

Any breach of any covenant or undertaking of the Com·pany in the Transaction Documents (other than Clauses 4.2(a} to 4.2(u) .above) which fs not cured within 30 (thirty) days of oCcurrence.

4.3 Notice on the Occurrence of an Event of Default

If any Event of Default or an'{ event which, after the notice, or !apse of time, or both, would constitute an Event of Default, has occurred, the Company shall, forthwith give notice thereof to the Debenture Holders and the Debenture Trustee in writing specifying the nature of such event or Event of Default (as. applicable),

5. TRUSTEE'S RIGHTS, POWERS, DISCRETIONS, REPRESENTATIONS AND RESPONSIBILITIES

5.1 Representations and Warranties of the Debenture Trustee

The Debenture Trustee hereby represents, warrants and covenants in favour of the Company that as an the date hereof:

{a) the De_benture Trustee is a company duly inc:orporated and validly existing under applicable Law and the Debenture Trustee is duly qualified and authorised to enter into the Transaction Documents,

{b) this DTD has been duly and validly executed and dellvered by Debenture Trustee and constitutes. a legal and binding obligation of Debenture lrustee, enforceable against Debenture Trustee· in accordanc:e with its terms.

(c) the execution, delivery and performance by Debenture Trustee of this DTD does not and will not, with or without the giving of notice or lapse of time or both, violate, conflict with, require any consent under or result in a· breach of or default under:

(i) any Applicable Law to which the Debenture Trustee is subject; or

(ii) any order, judgment or decree applicable to the Debenture irustee; or

(iii) any term, condition, covenant, undertaking, agreement or other instrument to which the Debenture Trustee is a party or by which the Debenture Trustee is bc=:,und;

(d} the Debenture Trustee is in a position to observe, comply with and carry out a!-1 its obligations hereunder to be performed and corn.plied with by it;

(e) the .Debenture Trustee is registered as a debenture trustee with the Securities and Exchange Board of India under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993and fulfills the eligibility criteria prescribed in the NHB NCD Directions;

(fl the Debenture Trustee does not have any, claim or exercise any right of deduction, lien or set-off on, over or in res-pe-ct of any of the amounts, writings or things held by it or continued to be held by it or coming within its power or possession pursuant to or in connection with these presents; and

(g) aH information set forth in this. DTD, and all Information furnished and/or to be 61

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Pvt.Lid,

ForVastu Housi~ F:J-Corpcrali:~ll;: Doc1.1milI!tiNtli'cn8tO 0 f? of'tJ2l1.of Bttal<'

_,i contains .J1_ Sheets In/ ~eet

,,, Registering officer

TP/2309643/2018

furnished by the Debenture Trustee to the Debenture Holders J,s ttue and correct and was/is not misleading whether by reason of omi_ssiori to state a r'naterial fact or otherwise.

5,2 General Rights, Power_s and Discretfons

In addition to the powers conferred on the Debenture Trustee in this DTDand Applicable Law, and without limiting the Tiabllity of the· Debenture Trustee, it is agreed as follows:

(a) the Debenture Trustee may, irr relation to these presents, act on the opinion or advlce of or any information obtained from any solicitor, counsel, advocate, valuer, surveyor, b~oker, auctioneer, q~al1fied qcco1.Jntant or other expert whether obtained by the Company or by the Debenture Trustee or otherwise and shall not be responsible· for ahy rOss occasioned by so acting. Any such advice, opinion or lnform~tfon and any communication passing between the Debenture Trustee and their representative-or attorney or' a receiver appointed by th.em may be obtained or sent by letter, telegram, tablegrarn, telex or telephonic message and the Debenture Trustee, their representative or attorney or the receiver sh.pl! not be liable for acting on al"ly advice, opinion or information purporting to be conveyed by any such letter, telegram, cablegram, telex or te!ephon1c message although the same shall contain some error or shall not be authenti~. PROVIDi:D THAT, the Debenture lrustee shall at all times a.ct with due care and diligence before relying upon any advice, opinion, information and communication received by it from ar:iy solicitor, counsel, advocate, valuer, surveyor, broker, auctioneer, qualified accountant or other expert its attorney, representative or receiver;

(b) the Debenture Trustee shall be the attorney of the ComPany and shall have the right to execute, sign and do any deeds, .documents, assurances, acts and things in the name and on behalf of the Company, which ~hall in the opinion of the Debenture Trustee be necessary or expedient that the Company should execute, sign and do for the purpose of carrying out any of the trusts or obligations declared or imposed upon the Deb,enture Trustee;

(.c) subject to the approval of the Debenture HoldE:rS by way of Special Resolution passed at a meeting of Debenture Holders held for determining the liability of the Debenture Tru:stee, the Debenture Trustee s_hall, as regards all trusts, powers, authorities and discretiohs, have the discretion as to the exercise thereof and to the mode a~d time of exercise thereof. ln the absence of any fraud, gross negligence, willful mistonduct or breach of trust the Debenture Trustee shall not be responsible for any loss, cost~, charges, expenses or inconvenience that may result from the aforementioned exerdse or non-exercJse thereof, The Debenture Trustee sha!I not be bound to act at the request or direction of the Debenture Holders under any provisions of the Transaction Documents unless sufficient monies shall have been provided or provisio.n to the satisfacti.on of the Debenture Trustee has been made for providing the same and the Debenture Trustee is indemnified to its satisfaction against all further costs, charges~ ·expenses and liability which may be incurred' in complying with such request or direction;

(d) with-a view to facilitating any dealing.under any provisions of these presehts, subject to the Debenture Trustee obtaini.ng the consent of the- Speciql Majority Debenture Holders, the Debenture frustee ·shall have (i) the power to consent (where such

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Far.\/astu Housing Flnance Corporation Ud.

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I' Document No. £' · of(!.QL£_of Book

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TP/2309643/2018

consent is required) to a specified transaction or class of transactions (with or without specifying additional conditions} and (ii) to determine all questions and doubts arisingTn relatlon ta the interpretation or construction any of the provisions of this DTD;

(e) the·Debenture Trustee shall not be responsible for the monies paid by Applicants for the Debentures;

(f) the Debenture Trustee shall not be responsible for acting upon any resolution purporting to have been .passed at any meetin·g of the Debenture Holders in respect whereof minutes have been made and signed even· though it may subsequently be found that there was some defect in the ·constitutio,h of the meeting -or the ·passing of the resolu:tion or that for any reason the resolution was not valfd or binding upon the Debenture Holders~

(g) the Debenture Trustee and every receiver, attorney, manager, agent or other person appointed by them shall, subject to the provisions of the Act, be entitled to be inOemnified by the Company i·ri respect of all liabilities and expenses incurred by them or him in the execution o-r purported execution of the powers and trusts thereof;

{h) subject to the app~oval of the Debenture Holder(s) by way of Special Resolution passed at a meeting of Debenture Ho/der{s) held for determining the liability of the Debenture Trustee and in the absence of fraud, gross negligence, willful misconduct or breach of trust, the Debenture Trustee shall not be liable for any of its actlons or deed in relation to the Transaction Documents;

{i) subject to the approval of the Debenture Holder(s) by way of Special Resolution passed at a meeting of Debenture Ho!Oers held for determining the liability of the Debenture lrustee and in the absence of fraud, gross negligence, willful misconduct or breach of trust,. the Debenture Trustee, sriall not be liable for any default, omission or delay in performing or Exercising any of the powers or trusts herein expressed or contained herein or in enforcing the covenants .contait"led herein or 1n giving notice to- any person of the execut1on hereof or ln taking any other steps which may be necessary, expedient or desirable or for any loss or injury which may be occasioned by reason thereof unless the Debenture Trustee shall have been previously requested by notice in wrlting to perform, exercise or do any of such steps as aforesaid given in writing by the Majority Debenture Holder(s) or by a Majority Resolution duly passed at a ~eeting of the Debenture Holders. The Debenture Trustee shall not. be bound to act at the request or direction of the Debenture Holders under any provisions of the Transaction Documents unless sufficient monies shall have been provided or provision to the satisfaction of the Debenture Trustee has been made for providing the same and the Debenture Trustee is indemn.lfied to its satisfaction against aH further costs, charges, expenses and liability which may be incurred in <;omp!yfng wlth such request or direction;

U) notwithstanding any contained to the contr.ary in this DTD, th€! Debenture Trustee shall before taking any action on behalf of the Debenture Holders or providing any consent on beh;;ilf of the Debenture Holders, obtai.n the written consent of the Majority Debenture Holders;

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(k) the Debenture Trustee shall submit to the NHB such information as required by it from time to time;and

'(I) . . the Debenture Trustee shall forward· to the Debenture HOiders copies of any info_rmatfon,. documents .from the Company pursuant to this DTD within 2 {Two) Busi.ness Days of (eceiving the sa·me from the ColTlpal'Jy.

PROVIDED THAT nothing contained in this Clause shall exempt the Debenture Trustee or any receiver~ attorney, manager, .agent or other person appointed by the Debenture Jrustee from or indemnify them against any liabil-ity for breai::h of trust nor any liability which by virtue of any rule or Law would otherwise attach to them in respect of any negligence, default or breach of trust which .they may be guilty of in relation to their duties hereunder,

5.3 Power of Oebenture Trustee to Delegate

The Debenture Trustee being a corporatfon may, in the execution and exercise of all or any of the trusts) powers, authorities and discretions vested in it act through an officer or officers· of the Debenture TrU:itee. The Debenture Trustee may also, whenever it thinks expedient,- delegate by power of attorney or otherwise to any such officer aH or any of the trusts, powers, authorities and discretions vested in it and any such delegation may be_made upon such terms and conditions. and subject to such regulations (including power to sub­delegate) as the Debenture Trustee may thlnk fit. H_owever, the Debenture Trustee shall be liable for any negligence, illegality, fraud, breach of trust, bad faith and wilful misconduct of the .officer to whom the Debenture Trustee has dele_gated its powersand shall not be absolved of its obllgations under this DTD. The Debe-nture Trustee shall ensure that any powers under th.is Clause shall be exercised with reasonable care to ensure the con'lpetency of the officer or Person to whom the Debenture Trustee has delegated its powers.

5.4 Powers. of Oebentu_re Trustee to Employ Agents

The D~benture Trustee hereof being a corporation may, in the execution and exercise of all or _ai;iy of the ·trusts, .powers, auth_orities and discretions vested in them act through an agent/agents.

5.5 Powers of Debenture Trustee to Inspect

.The Debenture Trustee or its authorized representatives may carry out inspectio.ns. of the Company's offices records, registers and books o-f accounts upon giving a 15 (Fifteen) calendar days' notice in writing to the Company, to the extent such inspection is necessary for exercising any of the powers or discharging any of the duties of the Debenture Trustee under this DTD and take copies of any documents thereto. Any representative of the Deb.enture Trustee shall have free access at all reasonable times to the Company's premises (including the Immovable Property), records, registers and accounts and :shall receive full co­operation and assistance fro-m the Company. The cost ofi-nspection, including travelling and other related expenses shall be borne and paid by the Company. 'rhe cost of inspection, including _travelling and other related expenses shall be borne and paid by the Company up to a maxim-um of INR 50,000/~ (Indian Rupees Fifty Thou-sand Only) per annum subject to maximum expense of INR 15,000/- (Indian Rupees Fifteen Thousand Only) per such inspection (s1.,1bject to the Debenture Trustee providing adequate receipts in respect of the same).

6:4

---,----------------------------·--------=--' Page 64

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TP/2309643/2018

5.6 Debenture Trustee may Contract with the Company

Subject to there being no conflict of interest, neither the Debenture Trustee nor any agent of the Debenture Trustee shall be precluded from

{a) making any contract or entering into any arrangement or transaction with the Company in the ordinary course of business of the Debenture Trustee or

{b) undertaking any banking, finandal or agency services for the Company or for itself or

(e,} underwriting or guaranteeing the subscription of or placing or subscribing for or otherwise acquiring, holding or dealing with any of the stocks or shares or debentures or bond stocks or any other securities whatsoever of the Company or in which the Company may be interested either with or Without a commission or other remuneration or otherwise or

(d) at any time entering into any contract of loan or deposit or any other contract or arrangement or transaction with the Company or

(e) being cohcerned or interested in any such contract or arrangement or transaction which any other company or person not being a Debenture Trustee would be ehtitled to enter into with the Company.

The Debenture Trustee shall not be liable to account either to the Company or to the Debenture Holders for any profits made by them thereby or In connection therewith and the Debenture Trustee or any agent of the Debenture Trustee shall also be allowed to r€tain for their or his own benefit any customary share of brokerage1 fee,· commission, interest, discount or other compensation or remuneration allowed to them or him. In the evem the Debenture Trustee or any agent of the Debenture TrUstee perceives that any activity mentioned above that the Debenture Trustee or the agent of the Debenture Trustee proposes to undertake could lead to a conflict of interest, then the Debenture Trustee or the agent of the Debenture Trustee shall take prior written consent of the Special Majority Debenture Holders prior to undertaking such actlvity.

5. 7 When Debenture Trustee may Interfere

Until the occurrence of one or more !:vents of Default, the Debenture Trustee shall not be required, bound or concerned to interfere with the management or the affairs of the Company or its business or any part thereof.

5.8 Nominee Director I

The Debenture Holders and the Debenture Trustee shall have a right to appoint a nominee director as per the Securities and Exchange Board of India (De_benture Trustee) Regulations, 1993 on the board of directors of the Company (hereinafter referred to as the "Nominee Director") upon the occurrence of any of the following:

(a) two consecuttve defaults in the payment of interest to the Debenture Holders; or

(b) default in creation of security for debentures; or 65

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For-Vastu Ho..JS!ng Finance Corporalion. ltd.

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TP/2309643/2018

(c) default in redemption- of Debentures,

The Nominee Director shall not be liable to retire by rotation nor be required to hold any qualification shares. The Company shall appoint the Nominee Director forthwith on receiving a nomination notice from the Debenture Trustee. The Nominee Director shall be appointed on all key committees of the boan:I of directors. of the Company,

5.9 Receipt of Debenture Holders

The receipt of each Debenture Holder or if there are more than one holder of any such Debentures, then ttie receipt of the first named Debenture Holder or of the survivor or survivors for the principal monies or of the nominee or nominees, if any, -of the Debenture Holder of s.uch Debentures for the interest payable in respect of each of such Debentures, shall be a good discharge to the Debenture Trustee.

5.10 Purchasers and Persons dealing with the Debenture Trustee not put on Snqujry

No purchaser or other Person dealing with the Debenture Trustee and/or the receiver appointed by them o.r their attorneys or agents shall be bound or concerned to .see or to inquire (a} whether the power exercised or purported to be exercised has become exercisable or (b) as to the ne~essity or expediency of the stipulations and c6nditions subject to which ar\y sale and/or assignment shall hc1ve been made or (c} as to the propriety or regularity of any sale and/or asslgnnient, calling in, collection or to see to the application of any money paid to the Debenture Trustee or receiver. In the absence of ma/a ffdes on the part of such purchaser or other Person such dealing shall be deemed, so far as regards the safety and protection of such Person, ta be within the powers hereby conferred and be valid and effectual accordingly and the remedy of the Company or its assigns in respect of any impropriety or irregularity whatsoever In the exercise· of such power shall be in damages Only.

5.11 Retirement and Removal of Debenture Trustee

(a) Jresfgnation

The Debenture Trustee may resign as the Debenture Trustee with the prior written approval of the Majority Debenture Holders. PROVIDED THAT they sha_ll continue to act as Debenture Trustee until a New Debenture Trustee (as defined. below) is appointed by the Company with consent of the Majority Debenture Holders and such New Debenture Trustee accepts !ts appointment pursuant to this Clause 5.11.

(b) Removal

The Debentur~ Holders may, afte·r giving hot less than 1 {one) months' notice in writing, rernove the Oebenture Trustee by passing a Special Resolution to that effect, and by the same resolution nominate an entity competerit to act as thei_r trustee and require the Company to appoint such entity as thedebenture trustee {the "New Debenture Trustee''), The Special Majority Debenture Holders will be entitled to remove the Debenture Trustee without any notice period in case of fraud, gross negligence,. willful misconduct or breach of trust on the part of the Debenture Trustee. The Company shall within 15 (Fifteen) Business Days of receipt of such reso!utfon passed by the Special Majority Debenture Holders take all

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For Vastu Hwslng Fi112:nc0 Corporation Ltd.

P·~ JR ?,~ Document No. / 01 I? · of ~f§u~@ natcry

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Registeri~cer

TP/2309643/2018

necessary.steps to appoint the entity named in the resolution as the New Debenture Trustee and complete all necessary formalities to give effect to such appointment.

(C) New Debenture Trustee as the debenture trustee

Upon appointment of the New Debenture Trustee pursuant to the preceding sub~ Clause (a) or (b), all references: in this DTD to the Debenture Trustee shall, unless repugnant to the context, mean and refer to the New Debenture 'trustee an.d the New Debenture Trustee shall without arlY further act or deed succeed to all the powers and authorities of the Debenture Trustee as if it had been originally appointed as the Debenture Trustee.

5.12 Debenture Tru'$tee's Remuneration

The remunerafion of the Debenture Trustee shall be· as per the terms of the fee letter executed between the Debenture Trustee and the Company dated July 11, 2017. Subject to Clause 5.5, the Company shall pay to the Debenture Trustee all legal, traveling and other costs, charges and expenses incurred by ·them, their officers, employees, agents in connection with execution.of these presents including costs, charges and expenses of and incidenta_1 to the approval and execution of these presents and all other documents affecting the Debentures and the obligations to be created herein and wilt indemnify them against a!/ actions1 proceedings1 costs1 charges, expenses, claims and demands whatsoever which may be brought or made against or incurred by them in respect of any matter or thing done or omitted to be done without their willful default in respect of the Debentures.

6. PROVISIONS FOR MEETING OF DEBENTURE HOLDERS

The provisions set out in Schedule II hereto·shall apply to the meetings of the Debenture Holders.

7. GOVERNING LAW AND JURISDICTION

(a) Governing Law

This DTD shall be governed by and construed in accordance With the laws of India.

(b) _Jurisdiction

(i) The Parties agree that the courts and tribunals at [Colmbatore]1, India shall have exclusive jurisdiction to settle any disputes in relation to the lmmova.ble Property.

(ii) The Parties agree that the courts and tribunals atMumbai, India shall have exclusive jurisdiction to seWe all disputesother than thos.e related to the Immovable Property which may arise out of or in connection with this OTD ("Dispute"). Accordlngly, any suit, action or proceedings relating to any Dispute (together referred to as "Proceedings") arising out of or in connection with this DTO may be brought in the courts and tribunals of Mumbai, lndiaand the Company irrevocably submits to and accepts for itself

PL Comment: Parties to confirm,

67

TP/2309643/2018

and in respect of its pr-operty, generally and unconditionally, the jurisdicticin of those courts and tribunals.

(iii) The Parties irfev9cably waive any objection now or in future, t-Q the laying of the venue of any Proceedings in the courts and tribunals at Mumbai, India and any claim that any such -Proceedings have been brought in an inconvenient forum and further irrevocably agree that a judgment in any Proceedings brought in the courts and tr:ibunals at Mumbai, lndi;:i shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction, (subject to the laws of such jurisdiction) by a suit upon such judgment, a certified copy of which shi'llf be conclusive evidence of such judgment, or in any other manner provided by Law.

{iv) Nothing contained in Clause 7{b)(ii), shall limit any right of the Debenture Trustee to take the Proceedings in an'y other court or tribunal of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdi~tion whether concurrently or not and the Company irrevocably submits to and actepts for itself and 1n respect of its property, generally and unconditionally, the jurisdiction of such court or tribunal, ar'Jd the Company irrevocably wai:ves any objection it may have now or in the future to the laying of the venue of any .. Proceedings and any claim that any such Proceedings have beeri brought ln an inconvenient forum.

(v) To th·e extent that the Company may in any jurisdiction claim for itself or its Assets immunity from suit, execution, attachment {whether in aid of execution, before judgment or otherwise} or other legal process and to the extent that in any such jurlsdictlon there may be attributed to itself or Its Assets such· immtJnity {whether or not claimed), the Company hereby irrevocably agrees not to claim and hereby lrrevoc;;ibly waives "Such immunity.

8. NOTICES

8.1 communJcations in writing

Any communication to be made under or in connection with this DTD and Trans;;iction Documents shall be made in writing and, ullless otherwise stated, may be made by fax, letter or electronic mail.

8.2 Addresses

lhe address and fax .number {and the department or officer, if any, for whose attention :the communication is to be mad·ej of each Party for any communication or document to be made or delivered under or in connection this DTD and Transactton Documents is that identified with its narne below, or any substitute add~ess, fax number or department or officer as the Party may notify to the oth:er Parties hy not less than 2 (Two} Busiriess Days' notice:

I tot e

Document No.~l'-'b"'l'-"8'--_ of~of Book

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Address

Telephone Attention E-rr'lail

Unit Nos. 203 & 2041 2n<1 Floor, A wing, Navbharat Estates, Zakaria Bunder Road, Sewri {West) Mumbai -400 015 llldla

022-24999911 Mr. Sandeep Menon, Managing Director

cs@vastuhfc.com

If to the Debenture trustee:

Address

Telephone Attention E-r'l'lail

402-A, Hallmark Business Plaza, Sant Dnyaneshwar Marg Opp. Guru Nanak Hospital, Sandra (East}, Mumbai - 400051 +91 Z2 67'.16 7000 Mr.Vehkatesh

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TP/2309643/2018

The address for service of the Debenture Holders will be as per the records of the Cornpany/ depository participant of the Debenture Holders.

8.3 Delivery

Any c:ommuhicatlon or document n'tade or delivered by any Party 3nd the Debenture Holders uhder or in connection with the Transaction Documents wlll only be effective:

(.a) if by way of fax, when received _in ,legible form on a Business Day durlng business hours; or

(b) if by way of letter, when it has been left at the relevant address ot 2 (Two) Business Days after being deposited in the speed post or registered post, in an envelope addressed to it at that address; and

(c) if a particular department or officer ls specified as part of its address details provided under Clause 8,2, if addressed to that department or officer.

8.4 Notification of Address, 'Fax Number and El'nail Address

Promptly upon receipt of notification of an address, fax number and email address or change of apdr!;!ss, fax number o.r email address pursuant to Cf a use 8.2o~ changing -its qw,n _address, fax number or email address, either Party .shall notify the other Parties.

8.5 Electronic- Communication

{a) Any communication to be made between the Company and the Debenture Trustee under or in connection with the Transaction Documents may be made by electronic mail or other electronic means, if the Company and the Debenture Trustee:

(i) agree that, unless-and µntfl notified to the contrary, this is to be an accepted form of communication;

notify each other ln writing of theLr electronic mail address and/or any other ,& /g information required to enable the serlding and receipt of information by

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(iii) notify each other of any change to their address or any other. such information supplied by them,

(b) Any electronic comrnunication made between the Company and the Debenture Trustee will be effective only when actually received in readable form and in the case of any electronic communication made by the Company to the Debenture Trustee only if it is addr'essed in such a manner as the Debenture Trustee shali specify for this purpose.

8.6 Reliance

(a) Any notice sent under this Clause 8 can be relied on by the recipient if the recipient reasonably believes the notice to be genuine and if it bears what appears to be the signature (original or facsimile) of an authorised signatory of the sender (in each case without the need for further enquiry or confirmation}.

(b) Each Party must take reasonable care to ensure that no forged, false or unauthorised notices a.re sent to another Party.

8.7 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 recipient, 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

9. MISCELLANEOUS

9.1 Effectiveness

This DTDshall be effective on and from the date first hereinabove written and shall be in force till the monies in respect of the Debentures have been fully paid-off.

9.2 Severability

Every provision contained in this indenture shall be severable and distinct from every other such provision and if at any time any one or more of such provisions is or becomes invalid illegal or unenforceable in any respect under Applicable Law, the validity, legality and enforceability of the remaining provisions hereof shall not be in any way affected or impaired thereby,

9.3 Waiver

(a) The Debenture Trustee may, from time to t1me, or at any time waive, on such terms

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arid conditions as to them ·shall seem expedient, any breach by the Company of any of the covenants and provisions contained in this DTD without prejudice to the rlghts of the Debenture Trustee 1~ respect of any subsequent breach thereof,

(b) No delay or omission of the Debenture Trustee or any receiver in exercising any right, power or remedy ac(;:ruing of the Debenture Trustee upon any default th~reunder shall ir'npair any such right, power or rertredy or be construed to be· a waiver thereof or any acquiescence in such default, nor shall the action or inaction of the Debenture Trustee or any receiver in respect of any default or ahy acquiescence by it in any default affect or impair any right power or remedy of the Debenture Trustee in respect of any other defaults nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies of the Debenture Trustee herein provided are cumulative and.not exclusive of any rights or remedies provided by Applicable law or e·quity.

9.4 Lien or pledge of Debentures

The Company shalf note any lien or pledge in respect of the Deber'ltures, if such lien or pledge in respect .of the Debentures is- required by any bank or institution for any loan provided to any Debenture Holder against th~ lien/pledge of such. Debentures.

9.5 Joint Holders

Where two or more persons are holders of any Debentures, they shall be deemed to hold the same as joint holders with benefits of survivorship subject to the Constitutional Documents of the Company and Applicable law,

9.6 Sharing of information

The Company may to the extent required by Applicable Law, use its own, as well as exchange, share· or part with .any financial or other information about the Debenture Holders available with the Company, lts subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company nor its subsidiaries and affiliates nor their agents shall be liab1e for use of the aforesaid information.

9.7 Custody Arrangement

The Debenture Trustee may keep the Debenture Trustee Agreement., this DTD and any Transaction Documents obt;;ifned by it pursuant to this DTD, at its officeor any of its other offices or if the Debenture Trustee so decides with any banker or company whose business ir)cludes undertaking the safe custody of documents or with any advocates or firm of solicitors and the Debenture Trustee shall not be responsible for any loss incurred on account of such custody, subject to such custody not resulting in any additional stamp duty on any Transaction Document.

9.8 Re,istrar and Transfer Agents

The Company has appointed BigShare Services Private Limitedas the Registrar and Transfer Agents for the Debentures.

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9.9 Inspection of Deed

{a) Arly Debenture Holder is entitled fo inspect this D1D or copy hereof during business hours, at such reasonable time on- every working day as the board of directors of the Company may deeide w_ithout payment of any fee.

{bl Any D.eber'ltu_re Halder iS entitled to obtain a copy of this D'rD on payment of such fee as may be specified. in the articles of association pf the Company but not exceeding INR ,10/-· for each page. Such copy shall be supplied to the aforementioned Debenture Holde-r wjthin seven days of deposit of such fees.

9.10 Amendments

{a) These presents shall- riot be modified or amended without the written conser'it of the Debe_hture Trustee provided tfiat the Debenture trustee shali cohseilt to a modificatioll or an at"liefidment only if such l'.nodifitation or amendr'nent is approved by a consent in writing ·of the Majority Debenture Holder(s) for the tir'ne being outstanding, or by a Majority Resolution duly passed at a rn.eetir'lg of the Debenture Holder(s) convened in accordance with the provisions set out in Schedule II hereto. The Debenture Trustee shall give effect to such modification or amendment by executing necessary deed(s) suppl·emerital to these presents.

{b) In case of any inconslstehcy between the terms set out in this DTD and the Series B Information Memorandum, Series C Information Memorandum and the Series D lnformatiM Metnorandurn, the Parties will execute and deliver such art1endr'nent deeds/supplementary deeds in relation to this OTO and each other tra-nsaction Document, as may be required to align the terms of this DTD and each ·other Transaction Docum~nt and any of the Series B Information Memorandum, Series C Information Memorandum and the Series D lnfo,rmation Memorandum (as the case may be).

9.11 Counterparts

This. DTD niay be executed. in any nurhber of counterparts. this has the same effect as if the signatures on the counterparts were on a Single copy of this DTD.

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72

Page 72

Franklin ln~lia Income Opporturiities Fund TOTAL

SCHEDULE I

PART A

150 500

PARTB

15,00,00,000 50,00,00,000

Franklin soo so,00100,000 iempleton

Mutual-Fund TOTAL

Templetdn Mutual Fund . TOTAL

Templeton Mutual Furid · TOTAL

500

400

600

PARTC

PARTD

73

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ATE FACEVA~: ''f!!t SERIES C

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40,'00,00,000

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TP/2309643/2018

Page 73

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SCHEDULE II PROVISIONS FOR THE MEETIN~S OF THE DEBENTURE HOLDERS

The following provisions shall apply to the meetings of the Debenture Holders:

1. The Debenture Trustee or the Company may, at any time, and the Debenture Trustee shall (a) at the happening of an event, whith constitutes, (i} a material breach of the DTD, (ii) an £vent of -Oefault1 or (iii) in its dpiniori affects the interest of the Debenture Holders, or (b) at the request in writing of the· Debenture Holders representing not ·less than one~ tenth in value of the Outstanding Principal Amounts of the. Debentures, corivene a meeting of the Debenture-holders. Any .such meeting shall be held at -such place in the city where the registered office of the Company is situate or at such other place as the Debenture Trustee shqll determine.

2. Due date for giving Notice:

{a) A meeting of the Debenture Holders may be called by giving not less than 21 (Twenty One) days' notice in writing to every Debenture Holder.

(b) A meeting r'nay be called after giving shorter notice than that specified in sub­paragraph (a), if consent is accorded thereto by Special Majority Debenture Holders.

3. Notice:

fa) Every notice of a meet.ing shall specify the place and day and hour of tt'le meeting and shall contain a statement of the business to be transacted thereat.

(b} Notice of every meeting shall be given to:

(i) every De'benture Holder in- the .manner provided fn the OTD. The Debenture Trustee shall sen_d the notice of every meeting convened by it to every Debenture Holder in accordance with Paragraph 2 above. The Debenture Trustee shall duly and promptly forward the notice of every meeting convened by then Company and received by lt to every Deberiture Holder;

{Ii} the persons entitled ttr a Debenture in consequence of death or insolvency of a Debenture Holder, by sending it through email ,!nd post in a. prepaid Jetter addressed to them ·by name or by the title of the representatives of the deceased, or assignees of the insolvent or by any like description at the address, lf any, in India supplied for the purpose by the persons c!a1riling to be so -entitled or untlJ 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;-and

(iii) the Debenture Trustee when the meeting is convened by the Company and to the Company when the meeting is convened by the Debenture Trustee.

4. Subject to Applicabfe Law, the Debenture Holders'·meetings may be hold by teleconference or videoconfe.rence.

5. Subject to Applicable law, the Debenture Holders' shall be entitled to adopt resolutions without holding a Debenture Holders' meeting provided such resolutions are approved by

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Majority Debenture Holders;

6, There shall be annexed to the notice of the meeting a statement setting out all material facts concerning each such Item of business, including in particular the nature of the concern or interest, if any, therein of every director and the manager, if any, of the Company, PROVIDED THAT where any item of business as aforesaid to be transacted at a meeting of the Debenture Holders relares to, or affects, any other company, the extent of shareholding interest in that company of every director, and the miinager, if any, of the first mentioned company shall also be set out in the statement lfthe extent.of such shareholding interest is not less than 20% (Twenty) per cent of the paid up share capital of that other company.

7. Where any item of business relates to the approval of any document by the meeting, said document should be attached to the notice of the meeting.

8. Quorum:

(a) Majority Debenture Holders, personally present shall be the quorum for the meeting of the Debenture Holders and the provisions of following sub~paragraph (b) shall apply with respect thereto.

(b} If, within half an how 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 Hofders shall stand dissolved but in any other case the meeting shall stand adjourned to the same day in the next week, at the same tirne and place, or to such other day and at such other time and place as the Debenture Trustee may determine and ff at the adjourned meeting also a quorum is not present within half an hour from the time appointed for holding the meeting, the Debenture Holders present shall be the quorum.

9. Chairman of Meeting:

(a) The nominee of the Debenture 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.

(b) If a poll is demanded on the election of the chairman, it shall be taken forthwith in accordance with the provisiom of the Act, the chairman elected on a show of hands exercising (for the time being} all the powers of the chairman under the said provisions.

(cl If some other person is elected chairman as a result of the pol!, he s-ha!I be chairman for the rest of the meeting.

10. The Debenture 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.

11. Debenture Holders may invite observers to attend the meetings; such observers shall be entitled to speak but shall not be entitled to vote at the meeting.

12. At any meeting, a ~esolutlon put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded in the manner hereinafter mentioned, and unless a poll is so demanded, a declaratlon by the chairman that on a show of hands the resolution has or

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}..,.b contains _jJ_ Sheets 72 Sheet

I Registeri~er

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has not been carried either unanimously or by a particular majority and an entry to that effect in the books contairtlng the minutes of the proceedings of the meeting, shall be cbnclusiVE! evidence of the fact, without proof of the nur'nber or proportion of the votes cast iii favour of o"r against such resolution.

13, Before or ot't the d_edaratjon of the result on voting on any resolutio.n an a show of hands, a poll may be ordered to be ta.ken by the chairman of the meetirig Df his own motion, arid shall be ordered to be taken by him on a demand made in that behalf by Debenture Holders representjng not less than one-ten-th in value of the Outstanding Principal Amounts of the Debentures, present in person or by proxy.

14. Poll:

{a} A poll demanded on a question c;,f .adjournment shall be taken forthwith,

(b) A poll detnanded 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,

15, At every such meeting each Debenture Holder shall, on a show of hands be entitled to 1 (Orie) vote only, but at a poll be entitled to one vote in respect of every Debenture of which he \s. a holder in respect of which he is entitled to vote ..

16, Proxy:

(a) Any Debenture.Holder entitled to attend and vote at the meeting shall be entitled to appoint another person (whether a Debenture Holder or not) as his proxy to attend and vote instead of himself.

(b) In every notice calling the meeting there shall appear with reasonable prominence a statement that a Debenture Holder entitled to attend and vote ls entitled to appoirit one or more proxies, to attend arid vote instead of himself, and that a proxy need not be a Debenture Holder.

(c) The instrument appointing a proxy and the power of attorney (if any) under which it is signed or a notary 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 Dr adjourned meeting at whlCh 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 shalt not be treated as valid.

(d) The instrument appointing a proxy sha!I:

(i) be in writing; and

(ii) be signed by the appointer 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,

(e) The instrument appointing a p(O'xy sha11 be substantially in the format set out in 76

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Form MGT~11 lh.the Con'lpanie? (Management and Administration) Rules, 2014 and shall n_ot be questioned on the ground that it fails to comply with any special require.n'lents specified for such instrl!tnents by the C{auses.

(f) Every Debenture Holder entitled to vote at a meeting of the Debenture Holders of the Cor:npany on any resolution to be moved thereat shall be entitled during the period beginning twenty four hours before the tltne 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 Cor'npany, provided not less than 3. ·(Three) days' notice in writing of the intention so to inspect is glvef'I to the Company.

(g) A vote given in accordance with the terms of an instrument of proxy shall be valfd notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority ur'lder which the proxy was executed or the transfer of the Debenture In respect of which the proxy is given provided that no intirr'Jation in writing-of such death, insanity, revocation or transfer shall have been rec.eived by the Company at the registered office before the commencement of the meeting or adJourned meeting at which the proxy 1s used.

17. On a poll taken cit any meeting of the Debenture Holders, a Debenture Holder entitled to more than 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 alt the votes he uses.

18. Scrutinizer:

(a) When a poll is to be taken, the Chairman of the meeting shall appoint two scrutinlz.:ers to scrutinize the votes given on the poll and to report thereon to him.

(b) The Chairman shall have power, at any time before the result of the poll is declared, to remove a scrutinizer from offic;e and to fill vacancies in the office of scrutinizer arising from such removal or from any other cause.

{c) Of the two scrutinizers appointed under this paragraph, 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 available and willing to be appointed.

19. Result of Poll:

(a) Subject to the provtsions of the Act, the Chairman of the meeting shall have power to regulate the manner in which a poll shall be taken.

{b) The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.

20. 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.

21. The Chairman of a m.eeting 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 tha_n the business left unfinished at the meeting from which the adjournment took place.

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. . f,i/llil i~,, f n · , 1u ;_,"" ' ~igna'mry i'D?cument No. . /fol r, · of o Book

/~contains _5f1. Sheets TI Shee

I Registeri

TP/2309643/2018

22. In the ca~e of equality of votes, whether on a show of hands, or on a poll, the Chairman of the meeting at whlch the show of hands takes place or at which the poll is dem_anded, shall be en-titled to a second or casting vote in addition to the vote or votes to which he may be entitled to as a Debenture Holder.

23. The demand of a poll shall not prevent the continµance of a meeting for the transaction of any business other than the question on which a poll has bee!). demanded.

24. The Chairfflan of any m_eeting shall be the sole judge of the validity of every ~ate 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.

25. A meeting of the Debenture Holders shall, inter alia, have the following powers exercisable in the manner hereinafter specified in paragraphs.26 to 29 hereof;

(a) Power to sanction any compromise or arranger'n-ent proposed to be r'nade betweerl the company and the Debenture Holders;

(b} Power to sanction any modification, alteration br abrogation of any of the rights of the Debenture Holders against the Company and whether such right shall arise under the DTD or Debentures or otherwise;

(c) Power to assent to any scheme for reconstruction or amalgamation of or by the Company whether by sale or transfer of Assets under any power in the Conipany's memoranduni of association or otherwise under the Act or provisions of any Law;

(d} Power to assent to any modification of the provisions contained in thePTD and to authorise the Debenture Trustee to concur in and execute any supplemental deed embodying any such modification;

(e} Power to remove the existing Pebenture Trustee and to appoint new trustee; alld

(f) Power to give any di.rection, sanction, request or approval which under any provision of theDTD is required to be given by a Special Resolution.

26. The powers set out in paragraph 23 hereof shall be exercisable by a Special Resolution passed .at a meeting of the Debenture Halder_s duly convened and held in_accordance with provisions herein contained and carried by a majority consisting of not less than three• fourths of the persons voting thereat upon a show of.hands or if a poll is demanded by_a majority representing not less than three-fourths in value of the votes cast on such poll.

27. A resolution, passed at a general meeting of the Debenture Holders duly convened and held in accordance with these presents shall be binding upon al! the Debenture Holders, whether pre-Sent or not at such meeting, and each of the Debenture Holders shall be bound to give effect thereto accordingly, and the pa:S:Sing of any such resolutions shall be conclusive evidence that the circurnstances justify the passing thereof, the intention being that .tt shall rest wlth the meeting to deterrnine without appeal whether or not the circums-tanceS justify the passing of such resolution,

28. Minutes of aU resolutions and proceedings at every such meeting as- aforesaid shall be made and duly entered' into books frorn time to time provided for the purpose by the Debenture Trustee at the expenses of the Company and any such minu_tes as aforesaid, lf purported to

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be signed by the chairnian Qf the meeting at which such resolutions were passed or proceeding held or by the chi3irman of the adjourned meeting shalf be conclusive evider'\ce of the matters therein contalned and until the contrary fs 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.

29., Notwithstanding anything herein contained, it shall be competent to. all the De_benture Holders to exercise the rights, powers and authorities of the Debenture Holders under theDTD by a letter or fetters signed by or on behalf of the Debenture Holders of more than 51% (Fifty One percent) of the vdl.ue of the Outstanding Principal Amounts of the Debentures or 75% (Seventy Five percent)of the yalue of the Outstanding Principal AniQunts of the Debenture~, as the tase may be, without convening a meeting of the Debenture Holders as ff such letter or letters constltLited a Majority Resolution or a Special Resolution, as the case rnay be1 passed at a meeting d-uly convened and held as aforesaid and shall have effect accordingly.

30'. For a_ny written·consent of the Debenture Holders, the Debenture Trustee (or as applicable, the Company or a Debenture Hofder). shall provide a written and signed notice by letter and by email to the last available address detailed in the- Application form of each Debenture Holder at least 10 (Ten) Business Days prior to the date on which any decision is required to be made or consent to be provided IS. The record date of SL1ch notice 5hall be the date falling 3 {Three) Business Days prior to the date of dispatch Of such notice. If the Mtice specifies any notice period, then any consents received after such notice period will not be accepted. The Debenture Holders are required to submit their consent only in written form to the Debenture Trustee. The Debenture Holders however can ratify any shorter notice depehdllig on the reasons given/prevailing circumstances on a case to case basis.

Document No. lb I ofZQl.[_of Book

S-cont~ns _37 Sheets 7 2 Sl1eet

Registering~r 79

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SCHEDULEV PART A

CONDITIONS PRECEDENT

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The Company shall fulfill the following conditions precedent, to the satisfaction of the Debenture Trustee/the Applicants, prior to the Series A Deemed Date of Allotment, and to the extent required/applicable, prior to each of the Series B Deemed Date of Allotment, the Series C Deemed Date of Allotment, and the Series •Deemed Date of Allotment:

(a) submit to the Debenture Trustee and the Applicants, a copy of resolution of the Company's board of directors and any resolution of any committee of directors authorizing the execution., delivery and performance of the Transaction Documents certified as correct, complete and in full force and effect by an appropriate officer of the C9mpany;

{bl submit to the Debenture Trusteeand the Applicants, copies of the resolutlon of the shareholders of the Company under 180(1)(c) and180(l){a) of the Act, certified as correct, complete and in full force and effect by ari appropriate officer of the Company;

{c) submit to the Debenture Trusteeand the Applicants, copies of the resolution of the shareholders of the Company under Section 42 of the Act, certified as correct, complete and in full force and effect by an appropriate officer of the Company;

(d) submit to the Debenture Trusteeand the Applicants, a copy of the Company's Constitutional Documents certified as correct, complete and in full force and effect by the appropriate officer;

{el submit to the Debenture Trusteeand the Applicants, an incumbency certificate of the Company indicating the officers or other Persons of the Company authorized to sign the Transaction Documents and any document to be delivered under or in connection therewith, on behalf of the Company, which certificate includes names, titles and specimen signatures of such officers;

(f) provide ·evidence satisfactory to the Debenture Trustee and the Applicants(including, without limitation, copies of all consents) that the Company has received all approvals, authorizations and licenses (governmenta[ or otherwise} to operate its lending program and to execute, deliver and perform its obligations under the Transaction Documents;

(g) provide such other information, documents, certificates, opinions and instruments as the Debenture Trustee and the Applicants may reasonably request;

(h) execution, delivery and stamping of the Transaction Documents in a form and manner satisfactory to the Debenture Trusteeand the Applicants;

(i) receipt and submission of the rating letter and the rating rationale issued by the Rating Agency in relation to the Debentures;

(j) receipt of consent from the Debenture Trustee to act as the debenture trustee for the issue of Debentures;

(kl receipt of consent from the Registrar to act as the registrar and transfer agent for the issue of Debentures;

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For·Vastu Housing Fina:ice Corporation Ltct

1--.JY • Iii g Authorised Signatory

Document No. lhl'r> of~of Book

..b. contains .3l Sheets ~ s~

RPnic:.t~ffi.,-or

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(l) submission of a legat opinion confirming the validity and enforceability of the Transact-ion Documents in a form a-nd manner satisfactory to the ~ebenture Trusteeand the Applicants;

(m) submission of all 'know your customer' requirements to the satisfaction of the Debenture Trusteeand the Applicants;

(n) submit to the· Debenture Trusteeand the Applicants, the audited financial statements of the Company for the Financial Year ended March 31, 2017;

(a) submission of a certificate from the director or company secretary of the Company addressed to the Debenture Trustee and the Applicantscertifying tha_t:

(i) the Company and its directors have the necessary power under the Articles and Memorandum of Association of the Company to borrow monies by way of the issuahce of the Debentures;

(ii) the issuance of the Debentures w111 not cause any limit binding on the Company to be exceeded {whether regulatory or internal);

(iii} no Material Adverse Effect has occurred in the Company and/or in the business of t~e Company;

(iv} the Company has obtained all necessary consents and approvals from its creditors for the Issuance of the Debentures;

(p) submission of a copy of the certificate of the auditor of the Company con.firming that the issuance of the Debentures complies with the eligibility and other criteria prescribed in the NHB NCD Directions;

(q) submission of a certificate from the authorised signatories of the Company addressed to the Debenture Trustee confirming:

{i) the incumbency and validity of signatures of the authorised signatories;

(ii) the representations and warranties containe·d in this DTD are true and correct tn all material respects as on the Deemed- Date-of Al!Cltment;

(iii) no Event of Default has occurred or is s.ubs.isting as at the Deemed Date of Allotment;

(iv) the non-occurrence of any Material Adverse Effect or force majeure event which shall restrict or prohibit the Company -from fulfilling its obligations. under the Transaction Documents; and

(v) the Company is in compliance with the provisions of the Transaction Documents.

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ForVasiu Housing Finance Corporation Ltd:

i----J/ Authorisod Sign-pfory

SCHEDULE V PARTB

CONDITIONS SUBSEQUENT

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The Company shall fulfill the following conditiol'l.S subsequent, to the satisfaction of the Debenture Trustee, following the Series A Deemed Date of Allotmeht1 and to the extent applicable, following each of the Series B Deemed Date of Atlotment, Series C Deemed Date of Allotment, and the SeriesD Deemed bate of Allotment:

(a) the ·company shall ensure that the Debentures are credited into the demat accounts of the respective Debenture Holders (of each series of Debentures) within 2 (two) Busirtess Daysfrorn the relevant Deemed Date of Allotment;

(b) the Company shall, inter alia, file a copy of Form P,:\5•4 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 in respect of1 the issue of each of the series of Debentures with the RDC and SEBI· with the prescrib~d fee within 30 (thirty) days from the date of the relevant Private Placement Offer Letters and file a return of allotment of securities under Form PAS-3 of the Companies \Prospectus and Allotment of Securities) Rules, 2014 with the RDC within 3D (thirty) days of the allotment of Debentures along with a list of the Debenture Holders and with the ·prescribed fee;

(c) the Company shall file a copy of Form PAS-5 of the Companies {Prospectus and Allotment of Securities) Rules, 2014 in respect of the issue of the Debentures along with a copy ·of the relevant Private PlacE;!ment Offer Letters with RDC and SEBI within 30 (thirty) days from the date of the relevant Private Placement Offer Letters;

(d) the Company shall file Form CHG 9 with the RDC and Form I with CERSAI within 30 (Thirty) days of Deemed Date of A116tment; and

(e) the Company shall obtain listing of each series ofthe Debentures within 20 {twenty) days of Deemed Date of AIJotment.

Document No. I I? I of ~of Book '

....1-contains ---9.J Sheets '.ill- Sheet I

Registering offi~J

For Vash.1 H0using Fin,yice CorporaHori Ltd:

t"-k . f,uthorised Signatory

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SCHEDULE VI DESCRIPTION OF IMMOVAaLE PROPERTY

DESCRIPTION

In Coimbatore Reg'i5tration District in Coimbatore Joint II Sub Registration District in Coimbatore Taluk within Coimbatore Corporation Limit in Telungupalayam Village, the area in which belonged to THE NANCO RUBBER & PLASTICS LTD vide the above cited Sale Deed No.2515/l.951 and 80/1960 are:

In 5.F. No.541- 0.41 Dry Acre and Jn S,F. No.543- 0.62 Dry Acre

Total - 1.03 Dry Acre

The Boundaries for the same

Bounded on

North By South By

East By -West By

Vacant Land, Joint Corner of Thadagam road &Jawahar Street, Jawahar Street, Thadagam Road,

Within these boundaries the total area admeasuring 1.03 Dry Acres which belong to the VENDOR with its entire common easement, pavement, pathway rights etc. The land is within Coimbatore Corporation Limit.

PART-B

All the piece and parcel of the land admeasuring 109sq.ft. common undivided share representingl/411.62share in the total area adrl'leasuring 103 cent:s mentioned in the Schedule I and R.C.C,Building area admeasuring 28Dsq.ft. Super Bu.ilt-up area bearing Shop No.40cons.tructed in the Semi BasementFloor of Sri Sai Complexwith all its Electric fitting, Common Pathway, Easement, Pavement, Watercourse and Drainage Rights,

The Land and Building Plan was approved by the Coimbatore Municipal Corporation vide their Order No.B.L.No.20/94/H9, B.A.No.174/93/H9 Ot: 28.2.1994.

Door No. 147/SB-40, Thadagarn Road, Coimbatore -641025.

The Property Tax Assessment No. 13163548

E.B. Service connection No, 022-010-1381

Water Tap Connection - Common.

The property is situated within the limits or Coimbatore Municipal Corporation.

93

Registering officer

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SCHEDULE VII

Beneficiary Name

Bank Account No. IFSC Code Bank Narne Branch Addres-.s

ACCOUNT DETAILS

·1 .. ·•' .. ·•·'·•·· ..

' ., . . ,-,,

Document No. /0/1? of'2Jlla.of Sook ' _L contains _3}__ Sheets 13b Sheet

~ Registering officer

94

TP/2309643/2018

SCHEDULE VIII

SERIES A OFFER SCHEDULE

Date of Series A Private Placement February 27, 2018 Offer Letter

Date of Series Alnformation February 27, 2018 Memorandum

Series A Offer Open Date February 27, 2018 Series A Offer Closing Date February 27, 2018

Series A Pay-in Date February 27, 2018 Si::ries A Deemed Oate of Allotment February 27, 2018

SERIES B OFFER SCHEDULE

Date of Series B Private Placement March 28, 2018 Offer Letter

Date of Series Blnformation .March 28, 2018 Memorandum

Series B Offer Open Date March 28, 2018 Series B Offer Closing Date March 28, 2018

Series B Pay~in Date March 28, 2018 Series B Deemed Date of Allotment March 28, 2018

SERIES C OFFER SCHEDULE

Date of Series C Private Placement April 30, 2018 Offer Letter

Date of Series C!nformation April 30, 2018 Memorandum

Series C Offer Open Date April 30, 2018 Series C Offer Closing Date April 30, 2018

Series C Pay-in Date April 30, 2018 Series C Deemed Date of Allotment April 30, 2018

SERIES D OFFER SCHEDULE

Date of Series D Private Placement May 28, 2018 Offer Letter

Date of Seti es • Information May 28, 2018 Memorandum

Serles D Offer Open Date May 28, 2018 Series D Offer Closing Date May 28, 2018

Series D Pay-in Date May 28, 2018 Series D Deemed Date of Allotment May 28, 2018

95

Fat Vastu Housing Finance Corporation Ltd

Regist

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Page 95

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SIGNATURE PAGE

IN WITNESS WHEREOF the Debenture Trustee and the Company have caused these presents and the dupl.icate thereof to be executed by their authorised officiaf on the day, month and year first above writte.n as hereinbefore 'qppearing.

SIGNED AND DELIVERED BY VASTU HOUSING FINANCE CORPORATION LIMITED the within named Company by its duly authorized officer Mr.Srivatsan Bhaskaran

SIGNED AND DELIVERED SY Milestone Trusteeship Services Ltd the Within named Company by its duly authorized officer Mr.Jqg_dish Po.Shanna Kondur

1/ I A,

f,uthorised Signatory

For MlleslooeTruM~ Pvt ltd.

(Authori~ato,y / Director)

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Registerin~<,isr

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~0 Authorised SignaiO'.Y

Page 96

ForMileslooe Trus~~PYt Ltd.

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