THIS DEED OF UNDERTAKING made this ______day of ______by ______Limited, a Company incorporated under the Companies Act, 1956 and having its Registered Office at ______(hereinafter called “the Borrower”, which expression shall where the context so admits include its successors-in-interest and permitted assigns)

in favour of

IL&FS Financial Services Limited, a Company incorporated under the Companies Act, 1956 and having its Registered Office at IL&FS Financial Centre, Plot C-22, Block G, Bandra Kurla Complex, Bandra East, Mumbai 400 051 and anoffice among other places at Core 4B, 4th Floor, India Habitat Centre, Lodhi Road, New Delhi-110003 (hereinafter called “IFIN”, which expression shall where the context so admits include its successors and assigns)

WHEREAS

  1. At the request of the Borrower, IFIN has granted financial assistance to the Borrower by way of aLoan of Rs. ______/- (Rupees ______only) (the "Facility") on the terms and conditions set out in the Loan Agreement dated ______.
  1. IFIN has advanced the Facility on the condition that the Borrower shall utilise the proceeds of the Facility for the specific purposes as mentioned herein and shall not use the proceeds of the Facility for any other purposes.
  1. The Borrower has agreed to execute an undertaking in favour of IFIN to utilise the proceeds of the Facility for the purposes mentioned herein.

NOW THESE PRESENTS WITNESSETH AS FOLLOWS

  1. The Borrower hereby confirms that they have availed of a LoanFacility of Rs. ______/- (Rupees ______only) on the terms and conditions set out in the Loan Agreement dated ______
  1. In consideration of IFIN advancing/agreeing to advanceto the Borrower financial assistance of Rs. ______/- (Rupees ______only) the Borrower does hereby undertake to IFIN, its nominees, successors and assigns, that it shall utilise the proceeds of the Facility for General Corporate Purposeonly.
  1. The Borrower further undertakes that theyshall not, directly or indirectly, utilise the funds availed from IFIN for the purposes of circular trading, insider trading or for any other purpose/s which are prohibited under law and/or by the Securities and Exchange Board of India and/or the Reserve Bank of India and/or under the Companies Act, 1956, the Foreign Exchange Management Act, 1999 and/or any other regulatory authority, Rules and regulations thereunder
  1. The Borrower further undertakes that the Borrower shall furnish a Statutory Auditor's Certificate/Chartered Accountant's Certificate to IFIN, within 30 days from the date of disbursement of the Facility by IFIN, certifying that the proceeds of the Facility has been utilised by the Borrower for the purposes mentioned herein. The said Certificate shall be in a manner and form acceptable to IFIN.
  1. The Borrower declares and confirms that in the unlikely event the aforesaid undertaking is not complied with, such event shall be treated as an Event of Default under any/all of the agreements executed/to be executed between the Borrower and IFIN and IFIN shall, at its option, be entitled to recall the said Facility and/or acceleration of all payments in respect of the aforesaid Facility and/or enforcement of the securities.
  1. This Undertaking is absolute and irrevocable till such time all amounts, costs and charges due and payable by the Borrower to IFIN are fully repaid and cleared to the satisfaction of IFIN.
  1. The Borrower does hereby declares and irrevocably and unconditionally further undertakes to IFIN, its successors and assigns, that the Borrower shall indemnify and keep IFIN fully indemnified saved and kept harmless from or against any losses, expenses, claims, demands, penalties, risks etc. that may be incurred by IFIN or against IFIN on account of IFIN advancing the said Facility to the Borrower on the assurances and undertakings of the Borrower contained herein and in the event of IFIN suffering any loss, risk, damage, expense, demand etc. whether directly or indirectly, on account of the Borrower committing any breach of covenants contained herein, the Borrower shall forthwith reimburse to IFIN the amount of any such claim, demand, damage, risk, etc. together with costs and interests, as the case may be.
  1. The rights conferred by this Undertaking shall in no way prejudice any other rights and remedies that IFIN may have against the Borrower under law or any other document or documents executed and or to be executed by the Borrower in favour of IFIN.

IN WITNESS WHEREOF the Borrower has hereunto set and subscribed its hand the day and year first hereinabove written.

SIGNED AND DELIVERED by
the withinnamed, “Borrower”
______Limited by the hand of:
Mr. ______
and Mr. ______
its duly Authorised Signatory; authorised under a resolution passed at the meeting of its Board of Directors held on ______. / )
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