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DEED OF HYPOTHECATION

THIS UNATTESTED DEED OF HYPOTHECATION (Deed) executed at __________ on

________________, 2014 by:

[SPV] PRIVATE LIMITED, a company incorporated under the provisions of the


Companies Act, 2013

and having its registered office at []1(hereinafter referred to as the Company


or Issuer, which

expression shall include its successors and permitted assigns);

IN FAVOUR OF

[], a company registered under the Companies Act, 1956 and having its
registered office at []

(hereinafter referred to as the Debenture Trustee, which expressions should


unless repugnant to

the context include its respective successors, substitutes and assigns)

(The Company and the Debenture Trustee are hereinafter collectively referred to
as Parties and

individually as a Party.)

WHEREAS:

A. By and under a Debenture Subscription Agreement dated [] (DSA or


Debenture

Subscription Agreement) executed between, amongst others, the Company and


the

Subscribers, the Subscriber(s) have agreed to invest a cumulative sum of Rs.


________

(Rupees ___ Crores only) (Subscription Amount) towards the subscription of

non-convertible debentures of the face value Rs. [] (Rupees [] only) to be


issued by the

Company (collectively referred to as the Debentures), in accordance with the


terms and

conditions set out under the DSA (hereinafter referred to as the Transaction).

B. The Company has/ will issue the Debentures under the Debenture Subscription
Agreement
pursuant to: (i) the authority granted by the resolutions of its board of directors
passed at its

meeting held on [], for the issuance of the Debentures, and (ii) the terms and
conditions of

the Debenture Subscription Agreement.

C. [] has been appointed as the Debenture Trustee to accept, hold and enforce
the security

for the benefit of the Holders on the terms and conditions contained in the
Debenture Trust

Deed dated [] between the Debenture Trustee and the Company (the
Debenture Trust

Deed) and the other Debenture Documents upon trust and for the benefit of the
Holders.

D. One of the conditions of the Debenture Documents is that the Debentures and
other

Amounts Due, from time to time, are to be secured inter alia by a charge on the

Hypothecated Property (as defined herein).

E. Accordingly, the Debenture Trustee has called upon the Company to execute
these presents,

which the Company has agreed to do in the manner hereinafter expressed.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1. DEFINITIONS AND CONSTRUCTION

1.1 Definitions

Capitalised terms used in this Deed unless otherwise defined herein shall have
the meanings

accorded to such terms in the Debenture Trust Deed. In this Deed, the following
terms shall

have the following meanings:

Debenture Trust Deed shall mean the trust deed dated _______________,
2014, entered

between the Company and the Debenture Trustee, read with amendments /
supplements
thereto.

Hypothecated Property shall mean the First Hypothecated Property, the


Second

Hypothecated Property and the Third Hypothecated Property.

Proceedings shall mean any litigation, judicial, quasi-judicial, administrative,


or arbitral

proceedings or proceedings with respect to any commission of inquiry.

Receiver shall have the meaning assigned to such term in Clause 7 of this
Deed.

1.2 Principles of Construction in this Deed

Clause 1.2 of the Debenture Subscription Agreement shall apply hereto as if the
provisions

thereof have been expressly set out (mutatis mutandis) in this Deed and with
each reference

to this Agreement therein being deemed to be a reference to this Deed.

2. COVENANT TO REPAY

In consideration of the Debenture Holders having agreed to subscribe to the


Debentures for

the purposes of, and subject to the terms and conditions set out in the
Debenture

Subscription Agreement, and the other Debenture Documents, the Company


does hereby

covenant with the Debenture Trustee that it shall repay the Amounts Due to the
relevant

Holders in accordance with the provisions contained under the Debenture


Subscription

Agreement and the other Debenture Documents as stipulated and in the manner
set out

therein.

3. CHARGE
As continuing security for the payment and discharge of the Amounts Due and
the other

obligations of the Issuer, the Company as the legal and/or beneficial owner of the

Hypothecated Property does hereby hypothecate by way of charge, in favor of


the

Debenture Trustee upon trust for the benefit of the Holders:

(a) all moveable assets of the Company including all current assets, furniture,
fixtures,

book debts, bills, whether documentary or clean, (both present and future),

whether in the possession or under the control of the Company or not, and all
other moveable assets of whatever description, whether affixed to the earth or
not,

whether installed or not and whether lying loose or in cases, or which are lying or

are stored in or are to be stored in or are to be brought into or upon any of the

Companys premises, or at any other place(s) or wherever else situated or


wherever

else the same may be, whether now belonging to and/or that may at any time

during the continuance of this Deed, together with all benefits, rights and

incidentals attached thereto which are now or shall at anytime hereafter be


owned

or acquired by the Company, and all the estate, right, title, interest, benefit,

property, claims and demands whatsoever of the Company (together the First

Hypothecated Property) unto and upon the same, both present and future;

(b) all cash flows, revenues, Companys receivables and investments of the
Company,

including investments in mutual funds and fixed deposits, monies receivable


from

any person in respect of any flats or other property sold / agreed to be sold by
the

Company, any fees, charges and/or commissions paid / payable by any vendor /

Person to the Company, operating cash flows and all rights, title, interest,
benefit,
claims and demands whatsoever of the Company in, to, under and in respect of
all

such investments, operating cash flows, receivables, commissions, revenues of

whatsoever nature, all the rights, title, interest, benefits, claims and demands

whatsoever of the Company under insurance contracts in relation to the


Company

[BMR Legal: a carve-out should be included for insurance proceeds which are
required for

the Project.] and/or the Project and all the estate, benefit, property whatsoever of

the Company (together the Second Hypothecated Property) unto and upon the

same, both present and future; [BMR Legal: the above charge on the Second

Hypothecated Property should be subject to the provisions of the Debenture


Documents

i.e. any payments permitted or required to be made from the Company revenue
under the

Debenture Documents should be excluded.]

(c) all the bank accounts (Accounts) and all rights, title, interest, benefit, claims
and

demands whatsoever of the Company in, to, under and in respect of all such

Accounts of the Company or any replacement thereof, including all monies,

securities, instruments, investments, and other properties deposited in, credited


to

and/or required to be deposited in or credited to or lying to the credit of such

Accounts or liable to be credited to such Accounts (the Third Hypothecated

Property) unto and upon the same, both present and future.

4. RANKING OF CHARGE

The hypothecation and charge created hereunder over the Hypothecated


Property in favour

of the Debenture Trustee for the benefit of the Holders shall be first ranking. The
Security

Interest created here under shall rank pari passu inter se amongst all the
Holders, without
any preference or priority whatsoever on account of date of issue or allotment, or

otherwise.

5. SECURITY

5.1 Continuing Security

5.1.1 This Deed and the security created hereunder, is and shall be a continuing
security for

repayment of the Amounts Due and fulfilment of the other obligations and shall
remain in

full force until the Settlement Date.

5.1.2 The Debenture Trustee shall not be responsible in any way for the
quantum, quality,

conditionality of defect in or of the Hypothecated Property.

5.2 Effectiveness of hypothecation and perfection of security

This Deed shall become effective on the date of this Deed without the
requirement of any

further action by any of the Parties on the terms and conditions contained herein.

The Company shall forthwith, and in any case within 30 (thirty) Business Days of
the date of

this Deed or within such number of days as may be permitted under applicable
Law,

whichever is shorter, take all steps and actions to perfect the security created by
the

Company in the Hypothecated Property in the terms of this Deed including


without

limitation, filing of form(s) or document(s) as may be applicable, with the


Registrar of

Companies.

6. AFFIRMATIVE COVENANTS OF THE COMPANY

The Company does hereby further agrees, declares and covenants with the
Debenture

Trustee as follows:
(a) Inspection

The Debenture Trustee and/or their authorised officials shall be entitled at all
times,

to enter any place of business of the Company and inspect, value, insure,

superintend the disposal of and take particulars of all or any part of such

records/documents in respect of the Hypothecated Property and check any


relevant

statement, accounts, reports and information.

(b) Realisation of security

The Hypothecated Property shall be and remain as security to the Debenture

Trustee for the due repayment of the amounts intended to be hereby secured
and

the Debenture Trustee shall permit the Company, until the occurrence of and
during

the continuance of an Event of Default, to hold and enjoy the Hypothecated

Property and upon the happening of any such event, the Debenture Trustee may,

subject to the Debenture Trust Deed, sell or transfer or dispose-off the

Hypothecated Property, at the cost of the Company, and may apply the net

proceeds of any such sale or transfer or disposition towards the payment of the

Amounts Due. The Debenture Trustee shall be entitled to exercise such power in

such manner and at such time or times and for such consideration as deemed fit
or

required by it in terms of the Debenture Trust Deed, including as required by the

Majority Holders and whether such sale and/or transfer occurs by public auction
or

private sale or otherwise and the Hypothecated Property (or any part thereof)
may

be sold (i) subject to any conditions which the Debenture Trustee and/or Majority

Holders may think fit to impose, (ii) to any Person (including any Person
connected

with the Holders or any of them or any person connected to shareholders or any
of
the shareholders of the Company) and (iii) at any price which the Debenture
Trustee

in its reasonable discretion, considers to be appropriate for , provided however,


that

any amounts in excess of the Amounts Due recovered from such sale shall be

returned to the Company.

(c) Further Assurances

The Company will execute such further writings and take all such further actions
as

may be necessary for giving effect to the rights of the Debenture Trustee and the

Holders in accordance with the terms of these presents.

(d) Title to Hypothecated Property

TheSubject to the provisions of this Deed, the Company shall at all times ensure
that

the Hypothecated Property continues to remain the absolute property of the

Company.

7. APPOINTMENT OF RECEIVER

7.1 The Debenture Trustee at anytime, after the occurrence and during the
continuance of an

Event of Default and in addition to the powers hereinbefore conferred upon the
Debenture

Trustee, may have a receiver or receivers appointed for the Hypothecated


Property or any

part thereof (the Receiver).

7.2 Unless otherwise directed by the Debenture Trustee, such Receiver shall have
and exercise

all powers and authorities vested in the Debenture Trustee under the Debenture
Documents

or under applicable Law and shall be deemed vested with all such powers as are
required by

any person to hold, possess, deal with and/or sell and transfer any part or whole
of the
Hypothecated Property.

7.3 The Debenture Trustee may from time to time fix the remuneration of such
Receiver and

shall direct payment thereof from the Company and upon failure of the Company
to make

any such payments promptly, make the same out of the Hypothecated Property
and/or

other Encumbered Assets, and the Receiver shall be entitled to earn interest on
any sums

not paid on time at the rate as may be agreed by the Debenture Trustee but not
exceeding

the interest payable on the Debentures. The Debenture Trustee may, at its
discretion

without being obliged to do so, arrange for funds to make payment to the
Receiver against

security of the Hypothecated Property and/or other Encumbered Assets, at such


interest

rates and other terms as is obtainable at such time.

7.4 The Debenture Trustee may pay over to such Receiver any monies
constituting part of the

Hypothecated Property to the intent that the same may be applied by such
Receiver in the

course of discharge of its duties and the Debenture Trustee may from time to
time

determine what funds the Receiver shall be at liberty to keep in hand with a view
to carrying

on the performance of his duties as such Receiver.

7.5 Every such Receiver shall be the agent of the Issuer for all purposes and the
Issuer shall be

responsible for its acts and defaults, losses or misconduct and liable (other than
in cases of

gross negligence, fraud or wilful default by such Receiver) and the Debenture
Trustee and

the Holders shall not incur any liability or responsibility therefor by reason of
their making or
consenting to its appointment as such Receiver.

8. REPORTING REQUIREMENTS

The Company shall, whenever required by the Debenture Trustee, give full
particulars to the

Debenture Trustee of the Hypothecated Property and shall furnish and verify all
statements,

reports, returns, certificates and information from time to time and as required
by the

Debenture Trustee and make, furnish and execute all necessary documents to
give effect to

this security.

[BMR Legal: A regular interval should be agreed to between the Parties for
complying

with the reporting requirement other than an instance when the Security Interest
has

become enforceable.]

9. REPRESENTATIONS

9.1 The Company hereby declares that the Hypothecated Property is and will at
all times be the

absolute property of the Company for use of the Company.

9.2 The Company acknowledges and accepts that the Debenture Trustee has
agreed to enter

into this Deed on the basis of, and in full reliance of the representations and
warranties

made in this Deed.

9.3 This Deed executed by the Company in favour of the Debenture Trustee is its
legal, valid and

binding obligation, enforceable against it.

9.4 The Company acknowledges and agrees that it is generally subject to civil
and commercial

law and to legal proceedings and neither it nor any of its assets or revenues is
entitled to any
immunity or privilege (sovereign or otherwise) from any set-off, judgment,
execution,

attachment or other legal process.

9.5 No steps have been taken for the liquidation, winding up or dissolution or
insolvency of it or

for the appointment of a receiver, trustee or similar officer in respect of it or its


assets.

9.6 No actions, suits, proceedings, investigations, litigation, arbitration or


administrative

proceedings of any kind in any court or before any arbitrator or any other
government

authority are at present current or pending against it or to its knowledge, which


have or are

likely to have a material adverse effect except as specifically disclosed to the


Debenture

Trustee.

9.7 All information which has been made available to the Debenture Trustee by
the Company in

connection with the transactions contemplated hereby, is, or has been


subsequently

supplemented so as to be, complete and correct in all respects and does not
contain any

untrue statement of a material fact or omit to state a fact necessary in order to


make the

statements contained therein not misleading in light of the circumstances under


which such

statements were made.

10. ENFORCEMENT

The security created hereunder in favour of the Debenture Trustee shall become

enforceable by the Debenture Trustee, subject to the prior approval of the


Majority Holders,

as specified in the Debenture Trust Deed, upon the occurrence of an Event of


Default and
after the expiry of any applicable cure period. It being clarified that only the
Debenture

Trustee alone may enforce the security created over the Hypothecated Property
in

accordance with the terms of this Deed.

11. RIGHTS OR REMEDIES OF THE DEBENTURE TRUSTEE

Nothing herein shall prejudice the rights or remedies of the Debenture Trustee
under

applicable Law or equity in respect of any present or future security, guarantee,


obligation

or decree for any indebtedness or liability of the Company to the Debenture


Trustee.

12. COSTS, CHARGES AND EXPENSES

The Company shall, from time to time, forthwith on demand pay to or reimburse
the

Debenture Trustee all costs, charges and expenses (including legal and other
fees on a full

indemnity basis) incurred by the Debenture Trustee in connection with the


preparation,

execution, registration, administration, modification and/or amendment of this


Deed and

any other document delivered hereunder and in exercising, protecting,


perfecting,

preserving or enforcing any of its rights or powers hereunder or thereunder or in


releasing

or re-assigning this Deed or the Security Interest created hereunder or pursuant


to this Deed

upon payment of the outstandings and all monies hereby secured and until
payment of the

same and all other amounts payable under the Debenture Documents in full in
cash, all such

costs, charges and expenses shall be secured by this Deed and shall form part of
the
amounts outstanding.

The Company shall pay all stamp duties, Taxes, fees, penalties or other charges
payable on

or in connection with the execution, issue, delivery, registration and enforcement


of this

Deed and any document, act and registration performed pursuant hereto. If the
Company

fails to pay any such stamp duties, Taxes, fees, penalties or other charges
payable, the

Debenture Trustee may (but is not obligated to) pay such amounts, on behalf of
the

Company whereupon the Debenture Trustee shall be entitled to be indemnified


out of the

Hypothecated Property for any such amounts paid by the Debenture Trustee as
aforesaid.

13. INDEMNITY

Subject to Section VI of the Debenture Trust Deed and in accordance with the
terms

specified therein, the Company shall indemnify and keep indemnified the Holders
and the

Debenture Trustee against any and all actual Losses. All sums necessary to effect
the

indemnity contained under this Clause 13 shall be secured by this Deed.

14. CONSTRUCTION

The provisions contained herein shall be read in conjunction with the provisions
of the

Debenture Trust Deed, and to the extent of any inconsistency or repugnancy the
latter shall

prevail to all intents and purposes.

15. APPLICATION OF MONIES

All monies received by the Debenture Trustee or any Receiver appointed under
these

presents whether prior to or as a result of the enforcement of the security


constituted
hereunder shall be held upon trust by the Debenture Trustee in favour of the
Holders in

accordance with the provisions of the applicable Law and be applied in


accordance with the

terms of the Debenture Documents provided however, that any amounts


received by the

Debenture Trustee or any Receiver in excess of the Amounts Due and any costs,
charges and

other monies required to be reimbursed to any person in relation to and/or


pursuant to the

Debenture Documents shall be paid over to the Company at the Settlement


Date.

16. LIABILITY TO HOLDERS FOR DEFICIENCY

The Company shall remain liable to the Holders for any deficiency occurring,
arising or

existing under the Debenture Documents in the event the monies received by
the Debenture

Trustee or the Holders or the Receiver hereunderfrom the Company towards


repayment of

the Amounts Due are insufficient to discharge the Amounts Due.

17. RELEASE

This Deed and the charge created over the Hypothecated Property in favour of
the

Debenture Trustee will terminate when all the Amounts Due have been
irrevocably paid and

discharged in full to the satisfaction of the Debenture Trustee. On the Settlement


Date, the

Debenture Trustee must release the Hypothecated Property to or to the order of


the

Company together with any instruments, consents, approvals, confirmations,


agreements

and deeds delivered or required to be delivered in connection with the charge


over the
Hypothecated Property.

18. 17. WAIVER

18.1 17.1 No implied waiver or impairment

No delay or omission of the Debenture Trustee or any Receiver in exercising any


right, power

or remedy accruing to the Debenture Trustee upon any default hereunder shall
impair any

such right, power or remedy or be construed to be a waiver thereof or any


acquiescence in

such default, nor shall the action or inaction of the Debenture Trustee or any
receiver in

respect of any default or any acquiescence by it in any default shall not 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 equity or in any of the other


Debenture

Documents.

18.2 17.2 Express Waiver

A waiver or consent granted by the Debenture Trustee under this Deed will be
effective only

if permitted under applicable Law, given in writing and only in the specific
instance and for

the purpose for which it is given.

19. 18. MISCELLANEOUS

19.1 18.1 Amendment

No modification or amendment to these presents shall be valid or binding unless


approved
by the Majority Holders and the Company and made in writing and duly executed
by the

Company.

19.2 18.2 Attorney

The Company hereby irrevocably appoints the Debenture Trustee and each
Receiver to be its

attorney and upon the occurrence of an Event of Default with full power of
substitution and

in its name or otherwise on its behalf to sign, seal, execute, deliver, perfect and
do all deeds,

instruments, acts and things which may be desirable or necessary or which the
Debenture

Trustee or the Receiver shall think proper or expedient for carrying out any
obligations

imposed on the Company hereunder or for exercising any of the powers hereby
conferred in

connection with any sale or disposition of any part of the Hypothecated Property
or the

exercise of any rights in respect thereof or for giving to the Debenture Trustee
the full benefit

of the security created herein and so that the appointment hereby made shall
operate to

confer on the Debenture Trustee, and the Receiver authority to do on behalf of


the Company

anything which it can lawfully do as its attorney and without prejudice to the
generality of the

foregoing the Company has appointed the Debenture Trustee, inter alia to:

(a) (a) execute and do all acts, deeds and things which the Company is
authorised to

execute and do under the covenants and provisions herein contained;

(b) (b) generally use the name of the Company in the exercise of all or any of the

powers conferred by these presents or by applicable Law and regulations on the

Debenture Trustee or any Receiver appointed by the Debenture Trustee; and


(c) execute on behalf of the Company such documents and deeds as may be
necessary to

give effect to the provisions of this Deed and for the preservation, enforcement
and

realisation of the security created hereby.

The Company ratifies and confirms and agrees to ratify and confirm any deed,
instrument, act

or thing which such attorney or substitute may execute or do.

20. 19. NOTICES

All notices to the Company and the Debenture Trustee may be given in
accordance with the

provisions of the Debenture Trust Deed.

21. 20. PROVISIONS SEVERABLE

Every provision contained in this Deed shall be severable and distinct from every
other

provision and if any provision of this Deed is prohibited or unenforceable in any


jurisdiction,

such prohibition or unenforceability shall not invalidate the remaining provisions


hereof or

affect the validity or enforceability of such provision in any other jurisdiction.

22. 21. GOVERNING LAW

This Deed and any disputes or claims arising out of or in connection with it, its
subject

matter or formation (including non-contractual disputes or claims) is governed by


and shall

be construed in accordance with the laws of India.

23. 22. JURISDICTION

The Parties agree that the courts and tribunals in [] shall have shall have
exclusive

jurisdiction to decide any disputes or adjudicate on any matter in relation to or


which may

arise out of or in connection with this Deed.

10
24. NO LEGAL TITLE FOR SECURED PARTIES

Nothing contained in this Deed shall confer upon the Holders, any legal title to
any part of

the Hypothecated Property; provided however, that the Holders shall have a
beneficial

interest in the Hypothecated Property.

25. LIMITATION ON RIGHTS OF OTHERS

Nothing in this Deed, whether express or implied, shall be construed to give to


any Person

other than the Debenture Trustee any legal or equitable right, remedy or claim
under or in

respect of this Deed, except as expressly provided in this Agreement, any


covenants,

conditions or provisions contained herein or in the Hypothecated Property, all of


which are,

and shall be construed to be, for the sole and exclusive benefit of the Debenture
Trustee.

11

IN WITNESS WHEREOF the Parties hereto have caused these presents to be


executed the day and

year first hereinabove written in the manner hereinafter appearing.

THE COMMON SEAL OF [] has pursuant to the

Resolutions of its Board of Directors passed in that

behalf on ________________________ unto been

affixed in the presence of

______________________ and

_____________________________, who have

signed these presents in token thereof.