Common use of Duties of the Debenture Trustee Clause in Contracts

Duties of the Debenture Trustee. The Debenture Trustee shall perform the following obligations in relation to the Debentures: (i) perform its duties and obligations, and exercise its rights and discretions, in keeping with the trust reposed in the Trustee by the Debenture Holder(s), and shall further conduct itself, and comply with the provisions of all Applicable Law, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustee; (ii) carry out its duties and perform its functions as required to discharge its obligations under the terms of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (Debenture Trustees) Regulations, 1993, SEBI Defaults (Procedure) Circular, the SEBI REF Circular, the Debenture Trustee Agreement, SEBI Operational Framework Circular, the Disclosure Documents/ Offer Letter/ Prospectus and all other related Debenture Documents, with due care, diligence; (iii) call for and obtain periodic status/ performance reports / valuation reports / utilization reports or any other documents from the Company, as may be required by the Debenture Trustee to comply with its obligations under the Applicable Laws including for monitoring of the Security Coverage Ratio and the creation and maintenance of Security, Recovery Expense Fund and Debenture Redemption Reserve in relation to the Debentures; (iv) issue letters / confirmations / no objection certificate, or any other communication as requested by the Company in accordance with the Debenture Documents; (v) satisfy itself that the Information Memorandum does not contain any matter which is inconsistent with the terms of the issue of Debentures or this Deed; (vi) satisfy itself that the covenants in this Deed are not prejudicial to the interest of the Debenture Holders; (vii) seek the status of payment from the Company and/or conduct independent assessment (viz., from the Account Bank, Debenture Holders, rating agencies etc.,) to determine if the Company fails to intimate the status of payment of the Debentures within 1(one) working day of the Scheduled Redemption Date. Based on such assessment, the Debenture Trustee shall intimate stock exchange(s) and Depository the status of payment within 9 (nine) working days of the Scheduled Redemption Date or within such other revised timelines as may be prescribed under Applicable Law, Further, for continuous assessment of default status, the Debenture Trustee shall conduct independent assessment as given above and intimate the status of payment to the stock exchange(s) and Depository within 7th working day of April of each financial year, if the Company fails to provide the updated status of the payment of the Debentures within the 2nd working day of April of the relevant financial year; (viii) communicate promptly to the Debenture Holder(s) defaults, if any, with regard to payment of interest or Redemption of Debentures or occurrence of any other Event of Default which is known to the Trustee alongwith all information relating to cure periods (if any) and action taken or proposed to be taken by the Trustee therefor; (ix) subject to these presents, perform its duties and obligations, and exercise its rights and discretions, in keeping with the trust reposed in the Debenture Trustee by the Debenture Holders, and shall further conduct itself, and comply with the provisions of the SEBI Regulations and all other Applicable Laws; (x) ensure that the Company does not commit any breach of the terms of issue of Debentures or covenants of this Deed and take such reasonable steps as may be necessary to remedy any such breach; (xi) carry out all its obligations, duties and functions as the Debenture Trustee in accordance with the terms set out in the Debenture Documents and where the same is silent or contrary to any other provision of the Debenture Documents, on the instructions of the Majority Debenture Holders; (xii) ensure the implementation of the conditions regarding creation of the Security and the Debenture Redemption Reserve; (xiii) inform the Debenture Holders of any breach of the terms of issue of the Debentures or covenants of this Deed alongwith all information relating to cure periods (if any) being availed by the Company under the Transaction Documents and any steps the Company is taking / proposes to take to remedy the default; (xiv) it shall not do any act, deed or thing which is prejudicial or detrimental to the interest of the Debenture Holders; (xv) ensure that the Secured Property is sufficient to discharge the interest and principal at all times and that such assets are free from any other encumbrances except those which are specifically agreed to by the Debenture Holders; (xvi) do such acts as are necessary in the event the Security becomes enforceable; (xvii) call for reports on the utilization of funds raised by the issue of Debentures; (xviii) ensure that the Debentures have been redeemed in accordance with the terms of the issue; (xix) take possession of Secured Property in accordance with the provisions of this Deed; (xx) to take appropriate measures for protecting the interest of the Debenture Holders as soon as any breach of this Deed or law comes to its notice; (xxi) ascertain and satisfy itself that: a) the Debentures have been allotted / credited in the demat accounts of the Debenture Holders in accordance with the provisions of SEBI Regulations; b) interest warrants for Interest due on the Debentures have been dispatched to the Debenture Holders on or before the due dates; and c) Debenture Holders have been paid the monies due to them on the Debenture Payment Dates. (xxii) inform SEBI immediately of any breach of this Deed or provision of any Applicable Law, which comes to its knowledge; (xxiii) exercise due diligence to ensure compliance by the Company, with the provisions of the Act, SEBI LODR Regulations, this Deed or any other SEBI Regulations; (xxiv) exercise independent due diligence as required under Applicable Law, to ensure that Security to be created is free from any encumbrance or that Company has obtained the necessary consent from other charge-holders if the Security has an existing charge, prior to creation of the Security pursuant to this Deed; (xxv) shall not relinquish its assignment unless and until another debenture trustee has been appointed in its place; (xxvi) monitor utilization of funds raised in the issue; (xxvii) obtain a certificate from the Auditor in respect of utilization of funds. Such certificate shall be provided at the end of each year until the funds are fully utilized; (xxviii) it shall be responsible for and covenants to keep all customary books and records relating to the receipt and distribution of all moneys which it may receive or be entitled to hereunder or under any Transaction Documents; (xxix) perform such acts as may be necessary for the protection of the interest of the debenture holders and do all other acts as may be necessary in order to resolve the grievances of the Debenture Holders; and (xxx) convene a meeting of the Debenture Holder(s) in accordance with Applicable Laws; take steps to convene a meeting of the Debenture Holders on: a) requisition in writing signed by at least one-tenth of the Debenture Holders in value for the time being outstanding; and b) the happening of any event, which constitutes an Event of Default or a Potential Event of Default or which in the opinion of the Debenture Trustee affects the interest of the Debenture Holders. (xxxi) subject to the approval of the Debenture Holder(s) and the conditions as may be specified by SEBI from time to time, enter into inter-creditor agreements provided under the framework specified by the RBI on behalf of the Debenture Holders; (xxxii) issue a ‘No Objection Certificate (NOC)’ to the designated stock exchange for refund of balance in the Recovery Expense Fund to the Company upon occurrence of Final Settlement Date. The Debenture Trustee shall satisfy that there is no ‘default’ on any other listed debt securities of the Company before issuing such NOC; (xxxiii) keep the information (pertaining to the details of bank account(s)) provided to it pursuant to the SEBI Operational Framework Circular as confidential and shall use the same only to the extent as required under the SEBI Operational Framework Circular and Applicable Laws; and (xxxiv) perform such acts as may be necessary for the protection of the interest of the Debenture Holder(s) and do all other acts as may be necessary in order to resolve the grievances of the Debenture Holder(s).

Duties of the Debenture Trustee. 8.4.1 The Debenture Trustee declares that it shall not revoke the trust created pursuant to the terms of the Debenture Trustee Agreement and this Deed till all Debt is irrevocably discharged and paid in full to the Debenture Holders and the Debenture Trustee under the Transaction Documents. 8.4.2 The Debenture Trustee pursuant to the SEBI Regulations shall intimate the Stock Exchange and the Depository(ies) about the status of the Redemption of the Debentures within 9 (nine) working days of the Redemption Date of the Debentures. 8.4.3 The Debenture Trustee shall perform the following obligations in relation to the Debentures: (i) perform its duties and obligations, and exercise its rights and discretions, in keeping with the trust reposed in the Debenture Trustee by the Debenture Holder(s), and shall further conduct itself, and comply with the provisions of all Applicable Law, provided that, that the provisions of Section 20 of the Indian Trusts Act, 1882Xxx 0000, shall not be applicable to the Debenture Trustee;. 8.4.4 The Debenture Trustee shall carry out its duties and perform its functions as required to discharge its obligations under the terms of the SEBI Regulations, the Applicable Law and all other related Transaction Documents, with due care and diligence. 8.4.5 The Debenture Trustee shall provide to the Debenture Holders the details of all information (iias well all documents/ certificates/ reports) provided by the Issuer to the Debenture Trustee in relation to the Issue or pursuant to the terms of the Transaction Documents. 8.4.6 The Issuer shall provide all assistance to the Debenture Trustee and provide all relevant documents/ information, as may be required by the Debenture Trustee, to carry out the necessary due diligence and monitor the asset cover in the manner as may be specified by SEBI from time to time, including pursuant to the SEBI Monitoring Circular, to enable the Debenture Trustee to submit the following reports/ certifications to the Stock Exchange: Asset cover certificate Half yearly basis within 45 days from end of each half year or within such timelines as prescribed under Applicable Law Half yearly basis within 60 days from end of each half year or within such timelines as prescribed under Applicable Law 8.4.7 The Debenture Trustee shall carry out its duties and perform its functions as required to discharge its obligations under the terms of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (Debenture Trustees) Regulations, 1993, SEBI Defaults (Procedure) Circular, the SEBI REF Circular, Circular the Debenture Trustee Agreement, SEBI Operational Framework Circular, the Disclosure Documents/ Offer Letter/ Prospectus Information Memorandum and all other related Debenture Transaction Documents, with due care, care and diligence;. (iii) 8.4.8 The Debenture Trustee shall call for and obtain periodic status/ performance reports / reports/ valuation reports / reports/ utilization reports or any other documents from the Company, as may be required by the Debenture Trustee to comply with its obligations under the Applicable Laws including for monitoring of the Security Coverage Ratio and the creation and maintenance of Security, Recovery Expense Fund and Debenture Redemption Reserve in relation to the Debentures; (iv) 8.4.9 The Debenture Trustee shall issue letters / confirmations / letters/ confirmations/ no objection certificate, or any other communication as requested by the Company in accordance with the Debenture Transaction Documents; (v) satisfy itself that the Information Memorandum does not contain any matter which is inconsistent with the terms of the issue of Debentures or this Deed; (vi) satisfy itself that the covenants in this Deed are not prejudicial to the interest of the 8.4.10 The Debenture Holders; (vii) Trustee shall seek the status of payment from the Company and/or conduct independent assessment (viz., from the Account Bank, Debenture Holders, rating agencies Credit Rating Agency etc.,) to determine if the Company fails to intimate the status of payment of the Debentures within 1(one1 (one) working day of the Scheduled Redemption Date. Based on such assessment, the Debenture Trustee shall intimate the stock exchange(s) and Depository the status of payment within 9 (nine) working days of the Scheduled Redemption Date or within such other revised timelines as may be prescribed under Applicable Law, . Further, for continuous assessment of default status, the Debenture Trustee shall conduct independent assessment as given above and intimate the status of payment to the stock exchange(s) and Depository within 7th 7 (seven) working day of days from April of each financial year, if the Company fails to provide the updated status of the payment of the Debentures within the 2nd working day of April of the relevant financial year; (viii) communicate promptly to the Debenture Holder(s) defaults, if any, with regard to payment of interest or Redemption of Debentures or occurrence of any other Event of Default which is known to the Trustee alongwith all information relating to cure periods (if any) and action taken or proposed to be taken by the Trustee therefor; (ix) subject to these presents, perform its duties and obligations, and exercise its rights and discretions, in keeping with the trust reposed in the Debenture Trustee by the Debenture Holders, and shall further conduct itself, and comply with the provisions of the SEBI Regulations and all other Applicable Laws; (x) ensure that the Company does not commit any breach of the terms of issue of Debentures or covenants of this Deed and take such reasonable steps as may be necessary to remedy any such breach; (xi) carry out all its obligations, duties and functions as the Debenture Trustee in accordance with the terms set out in the Debenture Documents and where the same is silent or contrary to any other provision of the Debenture Documents, on the instructions of the Majority Debenture Holders; (xii) ensure the implementation of the conditions regarding creation of the Security and the Debenture Redemption Reserve; (xiii) inform the Debenture Holders of any breach of the terms of issue of the Debentures or covenants of this Deed alongwith all information relating to cure periods (if any) being availed by the Company under the Transaction Documents and any steps the Company is taking / proposes to take to remedy the default; (xiv) it shall not do any act, deed or thing which is prejudicial or detrimental to the interest of the Debenture Holders; (xv) ensure that the Secured Property is sufficient to discharge the interest and principal at all times and that such assets are free from any other encumbrances except those which are specifically agreed to by the Debenture Holders; (xvi) do such acts as are necessary in the event the Security becomes enforceable; (xvii) call for reports on the utilization of funds raised by the issue of Debentures; (xviii) ensure that the Debentures have been redeemed in accordance with the terms of the issue; (xix) take possession of Secured Property in accordance with the provisions of this Deed; (xx) to take appropriate measures for protecting the interest of the Debenture Holders as soon as any breach of this Deed or law comes to its notice; (xxi) ascertain and satisfy itself that: a) the Debentures have been allotted / credited in the demat accounts of the Debenture Holders in accordance with the provisions of SEBI Regulations; b) interest warrants for Interest due on the Debentures have been dispatched to the Debenture Holders on or before the due dates; and c) Debenture Holders have been paid the monies due to them on the Debenture Payment Dates. (xxii) inform SEBI immediately of any breach of this Deed or provision of any Applicable Law, which comes to its knowledge; (xxiii) exercise due diligence to ensure compliance by the Company, with the provisions of the Act, SEBI LODR Regulations, this Deed or any other SEBI Regulations; (xxiv) exercise independent due diligence as required under Applicable Law, to ensure that Security to be created is free from any encumbrance or that Company has obtained the necessary consent from other charge-holders if the Security has an existing charge, prior to creation of the Security pursuant to this Deed; (xxv) shall not relinquish its assignment unless and until another debenture trustee has been appointed in its place; (xxvi) monitor utilization of funds raised in the issue; (xxvii) obtain a certificate from the Auditor in respect of utilization of funds. Such certificate shall be provided at the end of each year until the funds are fully utilized; (xxviii) it shall be responsible for and covenants to keep all customary books and records relating to the receipt and distribution of all moneys which it may receive or be entitled to hereunder or under any Transaction Documents; (xxix) perform such acts as may be necessary for the protection of the interest of the debenture holders and do all other acts as may be necessary in order to resolve the grievances of the Debenture Holders; and (xxx) convene a meeting of the Debenture Holder(s) in accordance with Applicable Laws; take steps to convene a meeting of the Debenture Holders on: a) requisition in writing signed by at least one-tenth of the Debenture Holders in value for the time being outstanding; and b) the happening of any event, which constitutes an Event of Default or a Potential Event of Default or which in the opinion of the Debenture Trustee affects the interest of the Debenture Holders. (xxxi) subject to the approval of the Debenture Holder(s) and the conditions as may be specified by SEBI from time to time, enter into inter-creditor agreements provided under the framework specified by the RBI on behalf of the Debenture Holders; (xxxii) issue a ‘No Objection Certificate (NOC)’ to the designated stock exchange for refund of balance in the Recovery Expense Fund to the Company upon occurrence of Final Settlement Date. 8.4.11 The Debenture Trustee shall satisfy that there is no ‘default’ on any other listed debt securities of the Company before issuing such NOC; (xxxiii) keep the information (pertaining to the details of bank account(s)) provided to it pursuant to the SEBI Operational Framework Circular as confidential and shall use the same only to the extent as required under the SEBI Operational Framework Circular and Applicable Laws; and (xxxiv) perform such acts as may be necessary for the protection of the interest of the Debenture Holder(s) and do all other acts as may be necessary in order to resolve the grievances of the Debenture Holder(s)Circular.

Duties of the Debenture Trustee. 8.4.1 The Debenture Trustee declares that it shall not revoke the trust created pursuant to the terms of the Debenture Trustee Agreement and this Deed till all Debt is irrevocably discharged and paid in full to the Debenture Holders and the Debenture Trustee under the Transaction Documents. 8.4.2 The Debenture Trustee pursuant to the SEBI Regulations shall intimate the Stock Exchange and the Depository(ies) about the status of the Redemption of the Debentures within 9 (nine) working days of the Redemption Date of the Debentures. 8.4.3 The Debenture Trustee shall perform the following obligations in relation to the Debentures: (i) perform its duties and obligations, and exercise its rights and discretions, in keeping with the trust reposed in the Debenture Trustee by the Debenture Holder(s), and shall further conduct itself, and comply with the provisions of all Applicable Law, provided that, that the provisions of Section 20 of the Indian Trusts Act, 1882Xxx 0000, shall not be applicable to the Debenture Trustee;. 8.4.4 The Debenture Trustee shall carry out its duties and perform its functions as required to discharge its obligations under the terms of the SEBI Regulations, the Applicable Law and all other related Transaction Documents, with due care and diligence. 8.4.5 The Debenture Trustee shall provide to the Debenture Holders the details of all information (iias well all documents/ certificates/ reports) provided by the Issuer to the Debenture Trustee in relation to the Issue or pursuant to the terms of the Transaction Documents. 8.4.6 The Issuer shall provide all assistance to the Debenture Trustee and provide all relevant documents/ information, as may be required by the Debenture Trustee, to carry out the necessary due diligence and monitor the asset cover in the manner as may be specified by SEBI from time to time, including pursuant to the SEBI Monitoring Circular, to enable the Debenture Trustee to submit the following reports/ certifications to the Stock Exchange: Asset cover certificate Half yearly basis within 45 days from end of each half year or within such timelines as prescribed under Applicable Law Half yearly basis within 60 days from end of each half year or within such timelines as prescribed under Applicable Law 8.4.7 The Debenture Trustee shall carry out its duties and perform its functions as required to discharge its obligations under the terms of the Securities and Exchange Board of India (Issue and Listing of Debt Non-Convertible Securities) Regulations, 20082021, SEBI (Debenture Trustees) Regulations, 1993, SEBI Defaults (Procedure) Circular, the SEBI REF Circular, Circular the Debenture Trustee Agreement, SEBI Operational Framework Circular, the Disclosure Documents/ Offer Letter/ Prospectus Placement Memorandum and all other related Debenture Transaction Documents, with due care, care and diligence;. (iii) 8.4.8 The Debenture Trustee shall call for and obtain periodic status/ performance reports / reports/ valuation reports / reports/ utilization reports or any other documents from the Company, as may be required by the Debenture Trustee to comply with its obligations under the Applicable Laws including for monitoring of the Security Coverage Ratio and the asset cover, creation and maintenance of Security, Recovery Expense Fund and Debenture Redemption Reserve in relation to the Debentures; (iv) 8.4.9 The Debenture Trustee shall issue letters / confirmations / letters/ confirmations/ no objection certificate, or any other communication as requested by the Company in accordance with the Debenture Transaction Documents; (v) satisfy itself that the Information Memorandum does not contain any matter which is inconsistent with the terms of the issue of Debentures or this Deed; (vi) satisfy itself that the covenants in this Deed are not prejudicial to the interest of the 8.4.10 The Debenture Holders; (vii) Trustee shall seek the status of payment from the Company and/or conduct independent assessment (viz., from the Account Bank, Debenture Holders, rating agencies Credit Rating Agency etc.,) to determine if the Company fails to intimate the status of payment of the Debentures within 1(one1 (one) working day of the Scheduled Redemption Date. Based on such assessment, the Debenture Trustee shall intimate the stock exchange(s) and Depository the status of payment within 9 (nine) working days of the Scheduled Redemption Date or within such other revised timelines as may be prescribed under Applicable Law, . Further, for continuous assessment of default status, the Debenture Trustee shall conduct independent assessment as given above and intimate the status of payment to the stock exchange(s) and Depository within 7th 7 (seven) working day of days from April of each financial year, if the Company fails to provide the updated status of the payment of the Debentures within the 2nd working day of April of the relevant financial year; (viii) communicate promptly to the Debenture Holder(s) defaults, if any, with regard to payment of interest or Redemption of Debentures or occurrence of any other Event of Default which is known to the Trustee alongwith all information relating to cure periods (if any) and action taken or proposed to be taken by the Trustee therefor; (ix) subject to these presents, perform its duties and obligations, and exercise its rights and discretions, in keeping with the trust reposed in the Debenture Trustee by the Debenture Holders, and shall further conduct itself, and comply with the provisions of the SEBI Regulations and all other Applicable Laws; (x) ensure that the Company does not commit any breach of the terms of issue of Debentures or covenants of this Deed and take such reasonable steps as may be necessary to remedy any such breach; (xi) carry out all its obligations, duties and functions as the Debenture Trustee in accordance with the terms set out in the Debenture Documents and where the same is silent or contrary to any other provision of the Debenture Documents, on the instructions of the Majority Debenture Holders; (xii) ensure the implementation of the conditions regarding creation of the Security and the Debenture Redemption Reserve; (xiii) inform the Debenture Holders of any breach of the terms of issue of the Debentures or covenants of this Deed alongwith all information relating to cure periods (if any) being availed by the Company under the Transaction Documents and any steps the Company is taking / proposes to take to remedy the default; (xiv) it shall not do any act, deed or thing which is prejudicial or detrimental to the interest of the Debenture Holders; (xv) ensure that the Secured Property is sufficient to discharge the interest and principal at all times and that such assets are free from any other encumbrances except those which are specifically agreed to by the Debenture Holders; (xvi) do such acts as are necessary in the event the Security becomes enforceable; (xvii) call for reports on the utilization of funds raised by the issue of Debentures; (xviii) ensure that the Debentures have been redeemed in accordance with the terms of the issue; (xix) take possession of Secured Property in accordance with the provisions of this Deed; (xx) to take appropriate measures for protecting the interest of the Debenture Holders as soon as any breach of this Deed or law comes to its notice; (xxi) ascertain and satisfy itself that: a) the Debentures have been allotted / credited in the demat accounts of the Debenture Holders in accordance with the provisions of SEBI Regulations; b) interest warrants for Interest due on the Debentures have been dispatched to the Debenture Holders on or before the due dates; and c) Debenture Holders have been paid the monies due to them on the Debenture Payment Dates. (xxii) inform SEBI immediately of any breach of this Deed or provision of any Applicable Law, which comes to its knowledge; (xxiii) exercise due diligence to ensure compliance by the Company, with the provisions of the Act, SEBI LODR Regulations, this Deed or any other SEBI Regulations; (xxiv) exercise independent due diligence as required under Applicable Law, to ensure that Security to be created is free from any encumbrance or that Company has obtained the necessary consent from other charge-holders if the Security has an existing charge, prior to creation of the Security pursuant to this Deed; (xxv) shall not relinquish its assignment unless and until another debenture trustee has been appointed in its place; (xxvi) monitor utilization of funds raised in the issue; (xxvii) obtain a certificate from the Auditor in respect of utilization of funds. Such certificate shall be provided at the end of each year until the funds are fully utilized; (xxviii) it shall be responsible for and covenants to keep all customary books and records relating to the receipt and distribution of all moneys which it may receive or be entitled to hereunder or under any Transaction Documents; (xxix) perform such acts as may be necessary for the protection of the interest of the debenture holders and do all other acts as may be necessary in order to resolve the grievances of the Debenture Holders; and (xxx) convene a meeting of the Debenture Holder(s) in accordance with Applicable Laws; take steps to convene a meeting of the Debenture Holders on: a) requisition in writing signed by at least one-tenth of the Debenture Holders in value for the time being outstanding; and b) the happening of any event, which constitutes an Event of Default or a Potential Event of Default or which in the opinion of the Debenture Trustee affects the interest of the Debenture Holders. (xxxi) subject to the approval of the Debenture Holder(s) and the conditions as may be specified by SEBI from time to time, enter into inter-creditor agreements provided under the framework specified by the RBI on behalf of the Debenture Holders; (xxxii) issue a ‘No Objection Certificate (NOC)’ to the designated stock exchange for refund of balance in the Recovery Expense Fund to the Company upon occurrence of Final Settlement Date. 8.4.11 The Debenture Trustee shall satisfy that there is no ‘default’ on any other listed debt securities of the Company before issuing such NOC; (xxxiii) keep the information (pertaining to the details of bank account(s)) provided to it pursuant to the SEBI Operational Framework Circular as confidential and shall use the same only to the extent as required under the SEBI Operational Framework Circular and Applicable Laws; and (xxxiv) perform such acts as may be necessary for the protection of the interest of the Debenture Holder(s) and do all other acts as may be necessary in order to resolve the grievances of the Debenture Holder(s)Circular.

Duties of the Debenture Trustee. The Debenture Trustee shall perform the following In performing its obligations in relation to the Debentures: (i) perform its duties and obligations, and exercise its rights and discretions, in keeping with the trust reposed in the Trustee by the Debenture Holder(s), and shall further conduct itself, and comply with the provisions of all Applicable Law, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustee; (ii) carry out its duties and perform its functions as required to discharge its obligations under the terms of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (Debenture Trustees) Regulations, 1993, SEBI Defaults (Procedure) Circular, the SEBI REF Circular, : the Debenture Trustee Agreementshall, SEBI Operational Framework Circular, the Disclosure Documents/ Offer Letter/ Prospectus and all other related Debenture Documents, with due care, diligence; (iii) call for and obtain periodic status/ performance reports / valuation reports / utilization reports or any other documents from the Company, as may be required by the Debenture Trustee to comply with its obligations under the Applicable Laws including for monitoring of the Security Coverage Ratio and the creation and maintenance of Security, Recovery Expense Fund and Debenture Redemption Reserve in relation to the Debentures; (iv) issue letters / confirmations / no objection certificate, or any other communication as requested by the Company in accordance with the Debenture Documents; (v) satisfy itself that the Information Memorandum does not contain any matter which is inconsistent with the terms of the issue of Debentures or this Deed; (vi) satisfy itself that the covenants in this Deed are not prejudicial to the interest of the Debenture Holders; (vii) seek the status of payment from the Company and/or conduct independent assessment (viz., from the Account Bank, Debenture Holders, rating agencies etc.,) to determine if the Company fails to intimate the status of payment of the Debentures within 1(one) working day of the Scheduled Redemption Date. Based on such assessment, the Debenture Trustee shall intimate stock exchange(s) and Depository the status of payment within 9 (nine) working days of the Scheduled Redemption Date or within such other revised timelines as may be prescribed under Applicable Law, Further, for continuous assessment of default status, the Debenture Trustee shall conduct independent assessment as given above and intimate the status of payment to the stock exchange(s) and Depository within 7th working day of April of each financial year, if the Company fails to provide the updated status of the payment of the Debentures within the 2nd working day of April of the relevant financial year; (viii) communicate promptly to the Debenture Holder(s) defaults, if any, with regard to payment of interest or Redemption of Debentures or occurrence of any other Event of Default which is known to the Trustee alongwith all information relating to cure periods (if any) and action taken or proposed to be taken by the Trustee therefor; (ix) subject to these presents, perform its duties and obligations, and exercise its rights and discretions, in keeping with the trust reposed in the Debenture Trustee by the Debenture Holders, and shall further conduct itself, and comply with the provisions of the SEBI Regulations Indian Trusts Act, 1882 and all other Applicable Laws; (x) ensure that Law. the Company does not commit any breach of the terms of issue of Debentures or covenants of this Deed and take such reasonable steps as may be necessary to remedy any such breach; (xi) Debenture Trustee shall carry out all its obligations, duties and functions as the Debenture Trustee debenture trustee in accordance with the terms set out in the Debenture Documents and where the same is silent or contrary to any other provision of the Debenture Documents, on the instructions of the Debenture Holders. It is hereby clarified that the Debenture Trustee shall, unless otherwise provided for in the Debenture Documents, seek written instructions from the Majority Debenture Holders and only upon receipt of the relevant instructions from the Majority Debenture Holders; (xii) ensure , shall the implementation Debenture Trustee exercise such rights and perform such duties and obligations referred to in the Debenture Documents. Notwithstanding such requirement for instructions in writing, the Debenture Trustee shall never take any action inconsistent with the best interests of the conditions regarding creation of the Security and Debenture Holders. the Debenture Redemption Reserve; (xiii) inform Trustee shall provide to the Debenture Holders the details of any breach of all information (as well all documents / certificates / reports) provided by the Issuer to the Debenture Trustee in relation to the Transaction, Issuer or pursuant to the terms of issue of the Debentures or covenants of this Deed alongwith all Debenture Documents. the Debenture Trustee shall provide the Debenture Holders with information relating to cure periods Cure Periods (if any) being any)being availed by the Company Issuer under the Transaction Debenture Documents and any steps the Company Issuer is taking / proposes to take to remedy the default; (xiv) it . in the event the Debenture Trustee shall have knowledge of the occurrence or continuance of any Event of Default, the Debenture Trustee shall give prompt e-mail notice followed by prompt written notice by facsimile or by courier thereof to the Debenture Holders. the Debenture Trustee shall not do any act, deed or thing which is prejudicial or detrimental to the interest of the Debenture Holders; (xv) . the Debenture Trustee shall do any act, deed or thing or refrain from doing any act, deed or thing, which may be reasonably expected of the Debenture Trustee under the given circumstances at that point in time, in exercise of its rights and to perform its duties and obligations under this Deed and the other Debenture Documents, including, for the management, administration, preservation or maintenance of the Security. the Debenture Trustee shall forward notice of any tax or Security Interest received by it in respect of any of the Secured Assets, to the Debenture Holders. upon receipt of written instructions from the Majority Debenture Holders, the Debenture Trustee at the Issuer's cost, shall: file, record, register, inspect or deposit any Debenture Document, or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; and pay or discharge any Tax or any Security Interests as may be required with respect to or assessed or levied against any part of the Secured Assets. the Debenture Trustee shall ensure that except as otherwise provided herein, or in the Secured Property is sufficient to discharge other Debenture Documents and under written instructions from the interest and principal at all times and that such assets are free from any other encumbrances except those which are specifically agreed to Majority Debenture Holders, monies received by the Debenture Holders; Trustee hereunder (xvior pursuant to the other Debenture Documents) do such acts as are necessary in for the event the Security becomes enforceable; (xvii) call for reports on the utilization of funds raised by the issue of Debentures; (xviii) ensure that the Debentures have been redeemed in accordance with the terms of the issue; (xix) take possession of Secured Property in accordance with the provisions of this Deed; (xx) to take appropriate measures for protecting the interest benefit of the Debenture Holders as soon as any breach of this Deed or law comes to its notice; (xxi) ascertain and satisfy itself that: a) shall be kept segregated from the Debentures have been allotted / credited in the demat accounts other assets of the Debenture Holders in accordance with the provisions of SEBI Regulations; b) interest warrants for Interest due on the Debentures have been dispatched to Holders; provided however the Debenture Holders on or before the due dates; and c) Debenture Holders have been paid the monies due Trustee shall not be liable to them on make payment of any interest thereon. the Debenture Payment Dates. (xxii) inform SEBI immediately of any breach of this Deed or provision of any Applicable Law, which comes to its knowledge; (xxiii) exercise due diligence to ensure compliance by the Company, with the provisions of the Act, SEBI LODR Regulations, this Deed or any other SEBI Regulations; (xxiv) exercise independent due diligence as required under Applicable Law, to ensure that Security to be created is free from any encumbrance or that Company has obtained the necessary consent from other charge-holders if the Security has an existing charge, prior to creation of the Security pursuant to this Deed; (xxv) shall not relinquish its assignment unless and until another debenture trustee has been appointed in its place; (xxvi) monitor utilization of funds raised in the issue; (xxvii) obtain a certificate from the Auditor in respect of utilization of funds. Such certificate shall be provided at the end of each year until the funds are fully utilized; (xxviii) it Trustee shall be responsible for and covenants to keep all customary books and records relating to the receipt and distribution of all moneys which it may receive or be entitled to hereunder or under any Transaction Documents; (xxix) perform such acts as may be necessary for the protection of the interest of the debenture holders and do all other acts as may be necessary in order to resolve the grievances agreement, document or instrument contemplated hereby. The Debenture Trustee, upon written request of the Debenture Holders; and (xxx) convene a meeting of the Debenture Holder(s) in accordance with Applicable Laws; take steps to convene a meeting of , will furnish the Debenture Holders on: a) requisition in writing signed by at least one-tenth of the Debenture Holders in value for the time being outstanding; and b) the happening of any event, which constitutes an Event of Default or a Potential Event of Default or which in the opinion of with all such information as may be required from the Debenture Trustee affects in connection with the interest preparation of tax reports and tax returns with respect to Taxes due and payable by the trust created hereby in connection with the Transaction, the Debenture Holders. (xxxi) subject to the approval of the Debenture Holder(s) and the conditions as may be specified by SEBI from time to time, enter into inter-creditor agreements provided under the framework specified by the RBI on behalf of the Debenture Holders; (xxxii) issue a ‘No Objection Certificate (NOC)’ to the designated stock exchange for refund of balance in the Recovery Expense Fund to the Company upon occurrence of Final Settlement Date. The Debenture Trustee shall satisfy that there is no ‘default’ on Documents or any other listed debt securities of the Company before issuing such NOC; (xxxiii) keep the information (pertaining agreement, document or instrument referred to the details of bank account(s)) provided to it pursuant to the SEBI Operational Framework Circular as confidential and shall use the same only to the extent as required under the SEBI Operational Framework Circular and Applicable Laws; and (xxxiv) perform such acts as may be necessary for the protection of the interest of the Debenture Holder(s) and do all other acts as may be necessary in order to resolve the grievances of the Debenture Holder(s)herein.