• Collection performance of the underlying pool
• Credit quality of the originator
• Decrease in cover available for PTC payouts from the credit enhancement

OBLIGATIONS AND COVENANTS OF THE SELLER

The Seller hereby covenants and undertakes the obligations set out below:

1. It will bear all the costs, levies and duties including all legal costs, stamp duty expenses, rating fees, depository fees, legal fees, trusteeship fees, "know-your-customer" compliance related costs, any costs, fees and charges related to asset audit, due diligence, monitoring, structuring compliance arranging/structuring the transactions contemplated under this Agreement and the other Deeds of Securitisation and all fees including legal and tax counsel fees; fees of the Approved Bank; fees of the Collection Bank; the Trustee; Arranger; KYC auditor; banker Rating Agency; and of any other expenses incurred/to be incurred with respect to and prior to the assignment of the Assigned Assets;
2. It will bear all such duties and taxes which may be levied by any Governmental Authority (whether before or after Execution Date), pertaining to or in respect of the assignment of Assigned Assets;
3. It will bear all such imposts, duties and taxes which may be levied with respect to a period prior to Effective Date by any Competent Authority pertaining to or in respect of Receivables assigned to it by Trustee under this Agreement and all rights thereunder with understanding that all such imposts, duties, levies, taxes which may be levied with respect to a period after Commencement Date will be borne by and be to the account of theTrust.
4. Series A1 Investors may appoint advisors/consultants/experts (including but not limited to legal, tax experts) for purpose of consultation, advice, negotiation, finalization of Transaction Documents. The findings and recommendations of appointed advisors/consultants/experts shall be relied upon by Seller.
5. It will, if so required by Trustee or Series A1 Investors, lend its name as plaintiff, co-plaintiff,or as a creditor/creditor's representative to any proceedings that the Trustee or the Series A1 Investors may institute with respect to the Receivables.
6. It shall also, in its capacity as Servicer and at the cost of the Trustee ( on behalf of the Beneficiaries), take enforcement proceedings against Obligors, in its own name, if so, requested by Trustee.
7. It shall make proper disclosures in its books of accounts as required by Applicable Law and any accounting principles regarding Assigned Assets assigned to it by Trustee under Agreement and Trustee’s rights and claims therein.
8. It will instruct the Auditor to submit audit reports directly to Trustee.
9. It will be bound by and will perform all or any of its obligations under Underlying Documents or imposed by Applicable Law relating to Assigned Assets assigned to it by Trustee under Agreement and will not take or omit to take any action that could cause breach of provisions of Underlying Documents or Applicable Law.
10. It will preserve and maintain its corporate existence, rights, and qualifications to conduct business as being conducted by it as of the Commencement Date;
11. From time to time, as the Trustee may reasonably request, it will execute and deliver such further documents and perform such further acts at its own expense in order to fully effect the purposes of this Agreement and to perfect, protect and more fully evidence the Trust's title over the Assigned Assets.
12. It will not exercise any lien (general or specific), set off or any other right that it is entitled to in law or otherwise against any Obligor which may prejudice the collection of the Receivables assigned by it to the Trustee under this Agreement with respect to such an Obligor.
13. It will hold all documents, writings, agreements, amounts, Underlying Documents and the Receivables assigned by it to the Trustee under this Agreement coming to its power or possession pursuant to or in connection with this Agreement in trust and as agent for the Trustee.
14. It will make the relevant filings with any Governmental Authority as may be required in relation to the Assigned Assets and the transactions contemplated under the Securitisation Documents, and as and when required by the Trustee;
15.  To comply with Securitisation Directions and NBFC Directions.
16. It will immediately hand over all the documents, writings, agreements, amounts, Underlying Documents and Receivables (assigned by it to the Trustee under this Agreement) held by it (whether in its capacity as Seller or as Servicer) to the Trustee on a demand being made for any of these above.
17.  It will provide within such timelines prescribed by Trustees/Series A1 Investors (including on a quarterly basis), such assistance, cooperation and documents as may be required to Trustees/Series A1 Investors to conduct due diligence and audits;
18.  It will incur all costs (including all legal costs and stamp duty) payable or incurred in connection with the preparation, negotiation, execution of this Agreement or any of the Deeds of Securitisation and all costs of the issuance of PTCs.
19. The Seller has complied with minimum holding period and minimum retention requirements prescribed under Securitisation Directions.
20.  It will comply on an ongoing basis with requirements under Securitisation Directions including MRR wherein, for the purposes of paragraph 17 of the Securitisation Directions:

37. It shall not provide any additional loan to Obligors (or other person(s)) against security (if any) of Secured Assets for so long as the relevant Facility comprising the Pool is outstanding. However, the Seller shall be at liberty to extend/facilitate Obligors other security interest.

38. It will make (and ensure/procure making) all relevant filings/notings with relevant Governmental Authorities (including without limitation CERSAI, jurisdictional sub-registrar of assurances), as may be required under Applicable Law in relation to Underlying Security (other than Security Interests in transactions contemplated in Transaction Documents when required by Trustee).