Corporate Guarantee

CORPORATE GUARANTEE

THIS DEED OF GUARANTEE executed at ______on ______day of ______20__ by ______, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at ______hereinafter referred to as “the Guarantor”, (which expression shall include its successors and assigns) in favour of IL&FS Financial Services Ltd (“IFIN ”), which expression shall include its successors, nominees, agents, trustees and assigns) having its Registered Office at The IL&FS Financial Center, Plot C-22, G Block, Bandra-Kurla Complex, Bandra East, Mumbai 400051 and a Branch Office among other places at Core-4B, 4th Floor, India Habitat Centre, Lodi Road , New Delhi-110003

WHEREAS IFIN has lent and advanced and/or agreed to lend and advance and make available financial assistance against pledge of demat shares for an aggregate sum of Rs.______(Rupees ______only) to ______, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at ______(hereinafter referred to as “the Borrower”, which expression shall include its successors in interest and assigns) to be repaid in the manner and on the terms and conditions set out in the Agreement-cum-pledge dated ______entered into/to be entered into between IFIN and the Borrower (hereinafter referred to as “the said Agreement”)

AND WHEREAS IFIN has requested the Borrower to furnish a Guarantee in its favour for the due payment of the aforesaid sum alongwith interest and other monies due and payable by the Borrower as detailed in the said Agreement

AND WHEREAS at the request of the Borrower, the Guarantor has, in consideration of the said financial assistance from IFIN to the Borrower, agreed to issue a Guarantee accordingly in favour of IFIN on the terms and conditions hereinafter appearing:

NOW IN CONSIDERATION OF THE ABOVE

(1) The Guarantor hereby agrees and undertakes to make, without delay, demur or protest and on first demand and without recourse to the Borrower, within 24 hours of demand by IFIN, the payment of the principal amount not exceeding Rs.______, alongwith interest and other monies payable by the Borrower as per the said Agreement or Promisory Note towards the outstanding principal amount and interest and other monies and such other costs, charges and expenses which may become due and payable at any point in time, even if the Borrower in any way refuses, defaults, denies, disputes or fails to pay/reimburse the due amounts to the Guarantor or to IFIN or otherwise;

(2) This Guarantee is irrevocable and unconditional and shall not be prejudiced or in any way affected by any changes in the constitution of IFIN or of the Borrower, howsoever arising, and shall not be revoked or cancelled till the claim of IFIN under this Guarantee is fully met and paid by the Guarantor;

(3) This Guarantee shall be subject to the following general conditions:

(a) The Guarantor's obligation to pay is to arise first when notice in writing is given by IFIN and/or its successors, agents, trustees, nominees or assigns requiring the Guarantor to make payment hereunder and after such notice is given by IFIN, IFIN may if necessary proceed to enforce the Guarantor's obligations and liabilities hereunder without first proceeding against and resorting to all or any of IFIN's remedies against the Borrower;

(b) The Guarantor hereby confirms and declares that notwithstanding anything between the Borrower and the Guarantor, the Guarantor shall be considered as surety only for the Borrower, yet as between IFIN and the Guarantor, the Guarantor be considered as principal debtor to IFIN to the extent mentioned above for payment of all the monies as specified in the said Agreement or Promissory Notes

(4) Neither the Guarantor nor successors or assigns of the Guarantor shall be discharged or exonerated, (except to the extent of the payments actually made to IFIN or its nominees by or on behalf of the Guarantor) :-

(a) by any variance, alterations, modifications, waiver or release made even without the Guarantor's consent in any one or more of the terms of the said Agreement, security, security documents, any contract, discharge or transaction whatsoever whether between IFIN and the Borrower, or otherwise, or

(b) by any contract, deed or writing made between IFIN and the Borrower by which the Borrower be in any way released or excused, or

(c) by any act or omission or waiver of IFIN, the legal consequence of which may be discharge of the Borrower, or

(d) by IFIN making a composition with, or promising to give time to sue or not to sue the Borrower without any previous consent of the Guarantor thereto, or

(e) by any other act, omission, dealings or arrangement between the Borrower and IFIN, whereby the Guarantor, as surety for the Borrower, may claim/be entitled to claim as discharged or exonerated, or

(f) by any invalidity in or irregularity or unenforceability of the obligations of the Borrower under the said Agreement or under any security/security documents given, obtained or executed by the Borrower in this regard

5. The Guarantor agrees and confirms that:

(a) The Guarantors liability hereunder is joint and several and co-extensive with that of the Borrower;

(b) The Guarantor shall not revoke this Guarantee and this Guarantee shall remain in force till all the dues of the Borrower have been finally paid in full;

(c) If the Guarantor has taken or hereafter takes any security from the Borrower in respect of the Guarantors liability under this guarantee, the Guarantor will not prove in the liquidation proceedings of the Borrower in respect thereof to the prejudice of IFIN and such security/securities shall stand as security/securities for the benefit of IFIN and shall be forthwith deposited by the Guarantor with IFIN;

(d) The Guarantor hereby irrevocably authorises IFIN to act as the Guarantor’s agent and to consent on the guarantors behalf to any variation in the terms and conditions of any agreement between the Borrower and IFIN and such variation shall be deemed to have been made with the Guarantors specific consent notwithstanding that such consent may not have been made with the Guarantors specific consent and notwithstanding that such consent may not have been specifically given;

(e) For the purpose of limitation any admission or acknowledgment in writing given or part payment made by the Borrower or any payment made by the Borrower to IFIN in respect of or towards repayment of the Borrower’s dues or otherwise in relation to the facility shall be binding on the Guarantor and, notwithstanding that the same may be made by the Borrower shall be treated as given on behalf of the Guarantor also;

(f) This Guarantee shall be in addition to and not by way of limitation of or substitution for and shall not prejudice or be prejudiced by, any other Guarantee or other security by way of mortgage, charge, pledge, hypothecation, lien or otherwise which IFIN may now or at any time hereafter have or hold from the Guarantor, the Borrower or any other party for all or any of the monies hereby secured

(6) , IFIN is not to be concerned to see or inquire into the powers of the Borrower or its, directors, officers, executives or other agents acting or purporting to act on its behalf, and any monies in fact borrowed from IFIN in professed exercise of such powers shall be deemed to form part of monies guaranteed, even though the borrowing or obtaining of such monies be in excess of the powers of the Borrower, or of the, directors, officers, executives or other agents aforesaid, or may be in any way irregular or defective or informal;

(7) The Guarantor hereby consents to IFIN:-

(i) Making any variance, change or modification of the facility agreement and/or any other agreement with the Borrower and/or the terms and conditions of the facility which IFIN thinks fit;

(ii) Being giving time to the Borrower for payment of any sums due from the Borrower;

(iii) Making any composition with the Borrower;

(iv) Granting any indulgence to the Borrower;

(v) Releasing or parting with any security; and/or

(vi) Agreeing not to sue the Borrower

The Guarantor irrevocably agrees that the Guarantors guarantee shall not be avoided, released or prejudicially affected and the Guarantor shall not be discharged from the Guarantors liability hereunder to IFIN by reason of any act or omission by IFIN, the legal consequence whereof may be to discharge the Borrower and/or the Guarantor by any act or omission by IFIN which would, but for this provision, be inconsistent with the Guarantors right as surety. The Guarantor agrees that the Guarantors guarantee shall remain valid and enforceable notwithstanding any forbearance or delay in the enforcement of the terms of the Agreement between IFIN and the Borrower. The Guarantor waives all the rights available to the Guarantor as surety under Sections 133, 134, 135, 139 and 141 of the Indian Contract Act, 1872. The Guarantor also agrees that the Guarantor shall not be entitled to the benefit of subrogation to any security held by IFIN until the Borrowers dues are fully paid to IFIN and also if the same security is held by IFIN for any other indebtedness of the Borrower. IFIN shall be under no liability to marshall in the Guarantors favour any securities or the funds or assets which IFIN may be entitled to receive or upon which IFIN has a claim

(8) The Guarantor agrees that IFIN shall have a charge, lien and right of set-off on all monies, securities, deposits and other assets and properties belonging to the Guarantor or standing to the Guarantors credit (whether singly or jointly with any other person) for any purpose or any reason whatsoever

(9) Any accounts settled, or stated by or between IFIN and the Borrower, or admitted by the Borrower or on its behalf, may be adduced by IFIN at its option and shall in that case be accepted by the Guarantor, and by the respective successors, or assigns as conclusive evidence that the balance or amount thereby appearing is actually due from the Borrower to IFIN or its Nominees

(10) A certificate in writing under the hand of any of the Officers of IFIN stating the designated amount at any particular time is due and payable to it under the Guarantee shall be conclusive and binding evidence as against the Guarantor and its successors or assigns of the Guarantor

(11) As to the Guarantor, any notice under this Guarantee may be sufficiently served on the Guarantor, or successors, or assigns of the Guarantor either personally by hand or by sending the same through post or by courier in an envelope addressed to the last known address of the person to be served and/or by fax, and a notice so sent shall be deemed to be duly served and assumed to have reached the addressee on the day following that on which it is posted and no period of limitation shall commence to run against the Guarantor, until after the demand for payment in writing has been made as aforesaid

(12) This Guarantee is a continuing guarantee and is without prejudice to and in addition to any other security or security documents already held or which IFIN may hold hereafter on account or in relation to the financial assistance to the Borrower in terms of said Agreement, as amended from time to time

(13) In the above conditions unless there is anything repugnant in the context, the words imposting the singular only shall also include the plural, and vice-versa

(14) Any demand for payment or notice shall be deemed sufficiently given if it is sent by post or delivered by hand or by courier to the last known address of the Guarantor or by fax

(15) In the event of renewal of the Loan in future, this Guarantee shall remain in full force and effect and binding on the Guarantor till the Loan together with interest and all other monies payable in respect of the Loan are repaid by the Borrower in full

IN WITNESS WHEREOF THE WITHIN NAMED GUARANTOR HAS EXECUTED THESE PRESENTS UNDER ITS COMMON SEAL ON THE DAY, MONTH AND YEAR FIRST HEREINABOVE WRITTEN:

THE COMMON SEAL OF ) (S E A L )

______)

as the Guarantor herein has been )

affixed pursuant )

to the Resolution passed at )

meeting of its Board of )

Directors held on the ______)

day of ______20_ in )

the presence of )

Mr.______Director, )

Mr.______Director )

& Mr. ______Director )

and Company Secretary/ )

Authorised Official, who have )

in token thereof signed / )

countersigned these presents )

on ______20_ )

Address for service of Notice on the Guarantor :

Pin : ______

Telephone : ______

Telex : ______

Fax : ______

Signature(s) of the Officials

of the Guarantor verified by :

Note : (1) The Memorandum of Association of the Guarantor Company will have to be examined with a view to find out whether the Guarantor Company has the necessary powers to give the guarantee

(2) The Guarantor Company will have to pass a special resolution in its General Body meeting in terms of Section 372A(1) of the Companies Act, 1956, if so required

RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF THE GUARANTOR COMPANY

(1) RESOLVED THAT in consideration of IL&FS Financial Services Ltd (IFIN) having agreed to advance and make available financial assistance to ______Limited (the Borrower) for an aggregate sum of Rs ______(Rupees ______only) on the terms and conditions set out in the Agreement-cum-pledge (draft copy whereof duly signed by the Chairman for identification was placed on the table of the meeting) the Company do execute in favour of IFIN a Guarantee to guarantee the repayment of the said financial assistance, interest and all other monies payable by the said Borrower to IFIN in terms of the said draft Agreement-cum-Pledge

(2) THAT the draft of the Guarantee received from IFIN/the said Borrower alongwith draft of the Agreement-cum-Pledge (copy whereof duly authenticated by the Chairman for identification was placed on the table of the meeting) be and is hereby approved and any of the Directors of the Company be and are hereby severally authorised to accept singly on behalf of the Company such modifications therein as may be acceptable to IFIN