1.

1 Events of Default

1.1.1 In the event that one or more of the events specified below occurs (“Event of Default”), the
Debenture Trustee shall, if such an Event of Default is not cured by the Obligors within the
Cure Period (as available in terms of Clause [] shall be entitled to exercise any and all rights
as contained in Clause [] of this Deed (in addition to the rights specified in the other
Transaction Documents):

(i) any breach of Clause [] (Use of Funds);

(ii) in the event of reduction in the Revenue, as represented by the Obligors in the
Transaction Documents;

(iii) a default in payment of any Outstanding Amounts by the Company on the

relevant due date/s (“Payment Default”);

(iv) any Financial Indebtedness of the Company and/or the Promoters, including
Permitted Indebtedness, is not paid when due or within any applicable grace period or
is declared to be or otherwise becomes due and payable prior to its specified maturity
as a result of a default (however described) or any commitment for any Financial
Indebtedness of the Company and/or the Promoters is cancelled or suspended as a
result of a default (however described) or if any creditor of the Company and/or the
Promoters becomes entitled to declare any Financial Indebtedness due and payable
before its specified maturity or if there is a breach of any loan or other finance
agreement entered into by the Company or the Promoters or the Company / Promoters
are unable or has admitted in writing their inability to pay their debts as they mature;

(v) the market value of the Receivables depreciates in the reasonable opinion of any
reputed chartered accountant appointed by the Debenture Trustee to less than the
Minimum Security Cover and if further security to the satisfaction of the Debenture
Trustee is not provided by the Obligors so as to maintain the Minimum Security
Cover;

(vi) Any breach of Clauses [] (Marketing Expenses) and/or [] (Admin Expenses);

(vii) Any breach of Clause [] or the occurrence of an event of default (by whatever name
called) under the terms of any Financial Indebtedness including any Permitted
Indebtedness;

(viii) any breach of Clause [] (Repayment of Loans/ Indebtedness);

(ix) A deviation of 15% (Fifteen percent) or more in the projections and budgets specified
in the Business Plan or the Quarterly Cost Plan, Receivables from the Project, and
cost budget or delay of 6 (Six) months or more of any construction milestone
specified in the Business Plan;

(x) any breach of any of the terms of the Transaction Documents by the Obligors which
in the view of Debenture Trustee or Debenture Holders may result or may have
resulted in Material Adverse Effect;

(xi) any breach or material misrepresentation of Warranties or any other material

representation made by the Obligors in the Transaction Documents;
(xii) Failure to collect the payments from customers of the Units, in accordance with the
milestone-linked payment schedule agreed in the Business Plan;

(xiii) the Obligors commit a breach of Clause [] (Lock in);

(xiv) Any of the Promoters: (i) cease to be associated with the Company; or (ii) are no
longer actively involved in the Company and/or its business.

(xv) any breach of Clause [] (Non-compete) and/or Clause [] (Ownership and Control
of the Company) and/or [] (Monitoring and Reporting);

(xvi) any of the Obligors (or their agents, employees or other Persons acting on their
behalf) commits or has committed at any time any (a) fraud or malfeasance; or (b)
gross negligence or willful misconduct in relation to the Obligors, the Transaction
Documents, the Project, or their business;

(xvii) any of the Obligors create or attempt to create any Encumbrance on the OFCD
Security or any part thereof without the prior written consent of the Debenture
Trustee;

(xviii) any Affirmative Action Items carried out without the Affirmative Consent of the
Debenture Trustee or any other action carried out that requires the consent of the
Debenture Trustee pursuant to any provision of any of the Transaction Documents
including without limitation any change in the composition of the Board or
shareholding pattern of the Company;

(xix) Any breach or default of the obligations specified in Clause [] (Compliance with
Applicable Laws);

(xx) Any breach by the Obligors of any Applicable Laws or if any of the Obligors are in
breach of any material contract to which it is a party or any material Approval held by
or in its favour in relation to any Agreement or the conduct of their business is
terminated, revoked or breached;

(xxi) Any failure by the Obligors to comply with the Business Plan, subject to the
permissible deviations provided therein, it being clarified that no deviation in the
Minimum Rate shall be permissible unless specifically agreed by the Debenture
Trustee in writing, or the Company abandoning or threatening to abandon the Project;

(xxii) Failure to create any part of the Security within the timelines specified in this Deed;

(xxiii) The Security Documents, once executed and delivered, fail to provide the Security
Interests, rights, title, remedies, powers or privileges intended to be created thereby
(including the priority intended to be created thereby) or failure to maintain valid
legal title to assets necessary for creation, maintenance and enforcement of OFCD
Security created in favour of the Debenture Trustee or the OFCD Security being
jeopardised, endangered or impaired in any manner whatsoever including if any
restriction, imposition, attachment of any similar event has been levied on the OFCD
Security or any part thereof or certificate proceedings have been taken or commenced
for recovery of any dues from the Obligors;

(xxiv) failure to complete the conditions subsequent to Completion specified in

SCHEDULE [] within the timelines specified therein;
(xxv) any information required to be provided by the Obligors to the Debenture Trustee in
terms of the Transaction Documents is not provided by the relevant due date and
thereafter is not provided to the Debenture Trustee within the timelines specified in
this Deed;

(xxvi) any of the Transaction Documents ceases to be in full force and effect;

(xxvii) any of the Security is discharged, compounded, released or claims have been
compromised which have given or may give rise to any Encumbrance, charge or lien
or other claim on any part of the Security or if in the opinion of the Debenture
Trustee, any part of the Security is in jeopardy or ceases to have effect or if any of the
Security Documents becomes invalid, unenforceable or otherwise fails or ceases to be
in effect or otherwise fails or ceases to provide the benefit of the Security Interest
purported to be created thereby;

(xxviii) the Company ceases or threatens to cease to carry on all or substantial part of its
business or materially changes or threatens to materially change the general nature or
scope of its business from that which is carried on at the Execution Date or gives a
notice of its intention to do so;

(xxix) any Legal Proceedings or disputes (including without limitation any income tax
proceeding or any other statutory proceeding) are commenced in relation to the
Transaction Documents or the transactions contemplated therein or which otherwise
restrains the Obligors’ entry into or compliance by any Obligors with any of their
obligations under the Transaction Documents and/or the Obligors or their assets
which might have an Material Adverse Effect;

(xxx) failure to procure and maintain insurance in terms of Clause [];

(xxxi) the occurrence of a Material Adverse Effect;

(xxxii) Any of the Obligors,

(a) is unable to, is presumed or deemed to be under Applicable Law, unable to or

admits its inability to, pay its debts as they fall due;
(b) has winding up, insolvency, bankruptcy or similar proceedings initiated against
it/them and which has not been set aside or dismissed within 30 (Thirty) days
from the date of admission thereof;
(c) passes any resolution for initiating proceedings for voluntary winding up;
(d) has a receiver, administrator or liquidator appointed over material assets or
undertaking or any substantial part thereof;
(e) has liabilities (taking into account contingent and prospective liabilities) in
excess of the value of their assets; or
(f) entered into or resolved to enter into an arrangement, composition or
compromise with or assignment for the benefit of its creditors generally or any
class of creditors or proceedings are commenced to sanction such an
arrangement, composition or compromise.

(xxxiii) The Promoters being convicted of any criminal offence by any Court in India;

(xxxiv) the Obligors commit a breach or default of any of the obligations and/or covenants
and/or Secured Obligations under the Transaction Documents not expressly provided
for in this Clause [];