Common use of REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER Clause in Contracts

REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The Underwriter represents and warrants to the Company that: (a) (no registration) it understands that the Underwritten Shares have not been, and will not be, registered under the Securities Act and undertakes that neither it nor any of its Affiliates will offer any Underwritten Shares in the United States of America or to any US person and it undertakes, as specified by Rule 902(g)(1) under the Securities Act, that, prior to the expiration of the Distribution Compliance Period, all offers and sales of the Shares by it shall be made only in accordance with Rule 903 and Rule 904 under the Securities Act pursuant to an available exemption from the registration requirements of the Securities Act or in accordance with the No Action Letter and it will not engage in hedging transactions with regard to such Shares unless in compliance with the Securities Act; (b) (no directed selling efforts) with respect to Underwritten Shares, it and each of its Affiliates has not engaged in and will not engage, in any Directed Selling Efforts; and (c) (conduct of offer) without limitation to the foregoing, each offer of the Offer Shares by it shall be made in accordance with all applicable requirements of the jurisdiction in which the offer or sale is made; (d) (status) it is a company limited by shares and registered under the Corporations Act; (e) (power) the Underwriter has the power and authority to enter into and comply with all of the terms and conditions of this agreement; (f) (authorisations) the Underwriter has obtained all approvals and authorities that may be required to permit the Underwriter to enter into this agreement and to perform this agreement in accordance with its terms and all such approvals and authorities remain valid and subsisting; and (g) (validity of obligations) the obligations of the Underwriter under this agreement are valid and binding. (h) (sub-underwriting) if it enters an agreement with any other person to sub-underwrite its obligations under this Agreement, that other agreement will contain provisions equivalent to this clause 8.2.

REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The 5.1 Each of the Underwriter represents hereby, severally and warrants not jointly, makes the following representations, warranties, declarations, covenants, undertakings and agreements to the Company Issuer as of the date of this Agreement that: (a) it satisfies the net worth capital adequacy requirements specified under the SEBI (no registrationUnderwriter) Regulations, as amended or clarified from time to time or by-laws of the stock exchange of which such Underwriter is a member and that it understands that is competent to undertake the Underwritten Shares have not beenunderwriting obligations mentioned herein above; (b) SEBI has granted to it a certificate of registration to act as an underwriter in accordance with the Securities and Exchange Board of India (Merchant Bankers) Regulations,1992, as amended, SEBI (Underwriter) Regulations or the Securities and Exchange Board of India (Stock-brokers and Sub-brokers) Regulations, 1992 as amended, and will not be, registered such certificate is valid and in existence as of the date of this Agreement and that such Underwriter is entitled to carry on business as an underwriter under the Securities Act and undertakes that SEBI Act, 1992 as amended; (c) unless otherwise expressly authorized in writing by the Issuer, neither it nor any of its Affiliates nor any of its or their respective directors, employees or agents, has made or will offer make any Underwritten Shares verbal or written representations in connection with the Issue other than those representations made pursuant to the terms and conditions set forth in this Agreement or contained in the United States Issue Documents or in any other document the contents of America which are or have been expressly approved or provided for in writing for this purpose by the Issuer; (d) that all actions or things required to be taken, fulfilled or done (including, but without limitation, the making of any US person filing or registration) for the execution, delivery and it undertakes, as specified performance by Rule 902(g)(1) such Underwriter of its obligations under this Agreement and the Securities Act, that, prior to the expiration Escrow Agreement and performance of the Distribution Compliance Periodterms thereof have been taken, fulfilled or done and all offers consents, authorizations, orders or approvals required for such execution, delivery and sales performance have been unconditionally obtained and remain in full force and effect; (e) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of the Shares by such Underwriter, enforceable against it shall be made only in accordance with Rule 903 and Rule 904 its terms. 5.2 The LM hereby declares that it being a Merchant Bankers is entitled to carry on the business as an underwriter without obtaining a separate certificate under the Securities Act pursuant SEBI (Underwriter) Regulations framed under the SEBI Act, 1992 as amended; 5.3 The Underwriter confirms to an available exemption from the registration requirements Issuer that it is responsible and liable to the Issuer, for any contravention of the Securities Act SEBI Act, 1992, rules or in accordance regulations as amended thereof. The Underwriter further confirms that it shall abide with their duties, functions, responsibilities and obligations under the SEBI (Merchant Bankers) Regulations, 1992 and the SEBI (Underwriter) Regulations, as applicable. 5.4 In addition to any representations of the Underwriter under the Issue Documents filed with the No Action Letter BSE Ltd/ ROC / SEBI, as the case maybe, the Underwriter hereby represents and warrants that: (a) it will not engage in hedging transactions with regard has taken all necessary actions to such Shares unless in compliance with authorize the Securities Actsigning and delivery of this Agreement; (b) (no directed selling efforts) the signing and delivery of this Agreement and the compliance with respect this Agreement does not violate any law, rule, regulation or agreement, document or instrument binding on or applicable to Underwritten Shares, it and each of its Affiliates has not engaged in and will not engage, in any Directed Selling Efforts; andthe Underwriter; (c) (conduct of offer) without limitation to the foregoing, each offer of the Offer Shares by it shall be made in accordance will comply with all applicable requirements of the jurisdiction its respective obligations set forth in which the offer or sale is madethis Agreement; (d) (status) it is a company limited shall ensure compliance with the applicable laws and rules laid down by shares the SEBI and registered under BSE Ltd w.r.t. underwriting in general and underwriting in Equity Shares of the Corporations ActIssuer in specific; (e) (power) it shall follow fair trade price practices and abide by the Underwriter has the power code of conducts and authority ethical standards specified by SEBI, BSE Ltd and other related associations from time to enter into and comply with all of the terms and conditions of this agreement; (f) (authorisations) the Underwriter has obtained all approvals and authorities that may be required to permit the Underwriter to enter into this agreement and to perform this agreement in accordance with its terms and all such approvals and authorities remain valid and subsisting; and (g) (validity of obligations) the obligations of the Underwriter under this agreement are valid and bindingtime. (h) (sub-underwriting) if 5.5 The Underwriter acknowledge that it enters an agreement with is under a duty to notify the Issuer and the BSE Ltd immediately in case it becomes aware of any other person to sub-underwrite its obligations under this Agreement, that other agreement will contain provisions equivalent to this clause 8.2breach of a representation or a warranty.

REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The Underwriter represents and warrants to the Company that: (a) (no registration) it understands that 2.3.1 It is registered as a broker dealer with the Underwritten Shares have not beenSEC under the 1934 Act, and will not beis a member in good standing of the NASD. Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Securities Investment Advisers Act of 1940, as amended, and any applicable state securities law. 2.3.3 It undertakes that neither it nor and agrees to comply, and to take full responsibility in complying with any and all laws, regulations, and other requirements relating to money laundering in theUnited States, including, without limitation, the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (Title III of the USA Patriot Act), hereinafter, collectively with the rules, regulations and orders promulgated thereunder, the "Act," and any requirements and/or requests in connection therewith, made by regulatory authorities, the Company or its Affiliates will offer any Underwritten Shares duly appointed agents, either generally or in respect of a specific transaction, and/or in the United States context of America or a "primary money laundering concern" as defined in the Act. It agrees as a condition precedent to any US person transaction taking or continuing to be in effect, to comply with any and it undertakesall anti-money laundering laws, as specified by Rule 902(g)(1) regulations, orders or requirements, and without prejudice to the generality of the above, to provide regulatory authorities, the Company or their duly appointed agents, with all necessary reports and information for them to fulfill their obligations, if any, under the Securities Act for the purposes of the Company, or other third parties complying with any and all anti-money laundering requirements, including, without limitation, the enhanced due diligence obligations imposed by the Act, thatthe filing of Currency Transaction Reports and/or of Suspicious Activity Reports obligations required by the Act, prior to and/or the expiration sharing of information requirements imposed by the Act. In the event satisfactory reports and information are not received within a reasonable time period from the date of the Distribution Compliance Periodrequest, all offers the Company reserves the right to reject any transaction and/or cease to deal with itu and/or the Accounts. Further, it represents that it has not received notice of, and sales of the Shares by to its knowledge, there is no basis for, any claim, action, suit, investigation or proceeding that might result in a finding that it shall be made only in accordance with Rule 903 and Rule 904 under the Securities Act pursuant to an available exemption from the registration requirements of the Securities Act is not or in accordance with the No Action Letter and it will has not engage in hedging transactions with regard to such Shares unless been in compliance with the Securities Act; (b) (, and the rules and regulations promulgated thereunder. It agrees to notify the Company within a reasonable time period if the representation in the previous sentence is no directed selling efforts) with respect to Underwritten Shares, it and each of its Affiliates has not engaged in and will not engage, in any Directed Selling Efforts; and (c) (conduct of offer) without limitation to the foregoing, each offer of the Offer Shares by it shall be made in accordance with all applicable requirements of the jurisdiction in which the offer longer true or sale is made; (d) (status) it is a company limited by shares and registered under the Corporations Act; (e) (power) the Underwriter has the power and authority to enter into and comply with all of the terms and conditions of this agreement; (f) (authorisations) the Underwriter has obtained all approvals and authorities that may be required to permit the Underwriter to enter into this agreement and to perform this agreement in accordance with its terms and all such approvals and authorities remain valid and subsisting; and (g) (validity of obligations) the obligations of the Underwriter under this agreement are valid and binding. (h) (sub-underwriting) if it enters an agreement with any other person to sub-underwrite its obligations under this Agreement, has reasonable basis for believing that other agreement will contain provisions equivalent to this clause 8.2such representation may no longer be true.