(a) it will bear all the costs, charges and expenses (including all legal costs, stamp duty, rating fees, legal fees, trusteeship fees, "know-your-customer" compliance related costs, and any costs, fees and charges related to asset audit, discretionary audit, due diligence, monitoring, structuring, compliance and arranging/structuring the transactions contemplated under this Agreement and the other Securitisation Documents), levies and duties including stamp duty expenses and all fees including legal and tax counsel fees, fees of the Approved Bank, fees of the Collection Bank, the Trustee, and of any other expenses incurred/to be incurred with respect to and prior to the assignment of the Assigned Assets;

(b) it will bear all such duties and taxes which may be levied, by any Governmental Authority (whether before or after the Execution Date), pertaining to or in respect of the assignment of the Assigned Assets;

(c) it will not provide any additional facility to any Obligor for so long as the relevant Facility assigned to the Trust in accordance with the terms of this Agreement is outstanding;

(d) it will bear all such duties and taxes which may be levied, with respect to a period prior to the Commencement Date, by any Governmental Authority, pertaining to or in respect of the Receivables. All rights thereunder with the understanding that all such duties and taxes which may be levied, with respect to a period after the Commencement Date will be borne by and be to the account of the Trust;

(e) it will, if so required by the Trustee or the Investors, lend its name as plaintiff or co-plaintiff to any proceedings that the Trustee or the Investors may institute with respect to the Receivables;

(f) as required by Applicable Law including the Securitisation Directions and other accounting principles, it will make proper disclosures in its books of accounts regarding the assignment of the Assigned Assets and the Trustee's rights and claims therein for the benefit of the Investors. Further, it will, in case of other assignment of receivables transactions where the assignee has recourse against it, make proper disclosures in its books of accounts regarding the assignment of such Receivables;

(g) it will instruct the Due Diligence Auditor to submit all future audit reports directly to the Trustee and shall make available to the Due Diligence Auditor all information necessary for it to prepare the reports pertaining to the existence of the Receivables,; the adequacy of the documentation pertaining to the Receivables and any other information sought by the Trustee:

(h) it will provide a certificate, in a form and manner acceptable to the Trustee (acting on the instructions of the Investors), from the management of the Seller and/or from an independent chartered accountant, inter alia, confirming (i) compliance of the Facilities comprising the Pool with the eligibility criteria set out in the Trust Deed and this Agreement, (ii) each Facility comprising the Pool has been categorised as a loan/advance provided to Obligors engaged in "agricultural" or "agriculture allied" activities (each determined in accordance with the criteria prescribed by the RBI under the Microfinance Directions read with the Priority Sector Master Direction), as confirmed on the basis of the "end use" of the Facility and the occupation of the Obligor, (iii) each Facility comprising the Pool has been provided to Obligors that are classified as being/belonging to the "weaker section" (determined in accordance with the criteria prescribed under the Priority Sector Master Direction), as confirmed on the basis of the Obligor category; (iv) each Obligor underlying any Facility comprising the Pool is classified as an individual woman borrower/beneficiaries; and (v) the amount sanctioned/disbursed to any Obligor underlying any Facility comprising the Pool does not exceed INR 2,00,000 (Indian Rupees Two Lakh) per Obligor;

(i) it will be bound by and will perform all or any of its obligations under the Underlying Documents or imposed by Applicable Law with respect to the Assigned Assets and will not take or omit to take any action that causes or could cause a breach in terms of such Underlying Documents or Applicable Law;

(j) it will preserve and maintain its corporate existence, rights and qualifications to do business;

(k) it will (i) execute and deliver a power of attorney to the Trustee in a form and manner acceptable to the Trustee, inter alia, authorising the Trustee to do all such acts, deeds and things as may be required to effectively vest in the Trustee full legal title to the Assigned Assets including but not limited to do all such acts, deeds and things in its capacity as the legal titleholder of the Assigned Assets, and (ii) from time to time execute and deliver such further documents and perform such further acts, as the Trustee may reasonably request, 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;

(l) 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 with respect to such an Obligor;

(m) it will hold all documents, writings, agreements, amounts, Underlying Documents, and Receivables coming to its power or possession pursuant to or in connection with this Agreement in trust and as agent for the Trustee;

(n) it will continue to report all defaults/delinquencies with respect to the Obligors comprising the Pool with relevant agencies/Governmental Authorities, credit information bureaus (such as but not limited to TransUnion CIBIL Limited). If the Seller is unable to report such defaults/delinquencies, it shall intimate the Trustee by way of a notice and provide all information as may be required by the Trustee to comply with such reporting requirements;

(o) 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;

(p) it will immediately hand over all the documents, writings, agreements, amounts, Underlying Documents, and Receivables held by it (whether in its capacity as the Seller or as the Servicer) to the Trustee on a demand being made for any of them;

(q) it will incur all costs (including all legal costs and stamp duty) payable or incurred in connection with the preparation, negotiation and execution of this Agreement and any of the Securitisation Documents and all costs of the issuance of the PTCs;

(r) it will comply with the requirements under the Securitisation Directions including the MRR;

(s) it will comply, on an ongoing basis, with the requirements under the Securitisation Directions (including the MRR), wherein it shall ensure and procure that (including for the purposes of paragraph 15 of the Reserve Bank of India (Non-Banking Financial Companies) - Securitisation Transactions Directions, 2025):

    (i) the MRR shall be maintained by way of the Credit Enhancement and that proper documentation in respect of the MRR is made in accordance with Applicable Law;

    (ii) the MRR shall not be reduced either through hedging of credit risk or selling or encumbering the MRR;

    (iii) the MRR shall be maintained by the Seller itself and not by/through any of its group entities; and

    (iv) the form of the MRR shall not change until the Maturity Date, and the MRR as a percentage of unamortised principal shall be maintained on an ongoing basis except for reduction of retained exposure due to repayment or through the absorption of losses;

(t) for the purposes of ensuring compliance with paragraph 112 of the Reserve Bank of India (Non-Banking Financial Companies - Securitisation Transactions) Directions, 2025, on September 30 and March 31 of each calendar year, it shall provide such disclosures and confirmations that may be required in the format prescribed in the Securitisation Directions confirming that it is in compliance with the Minimum Holding Period and the MRR prescribed in the Securitisation Directions;

(u) for the purposes of ensuring compliance with paragraph 115 of the Reserve Bank of India (Non-Banking Financial Companies - Securitisation Transactions) Directions, 2025, it shall report the securitisation transactions undertaken by it to the RBI in such format as may be prescribed in the Securitisation Directions, on a quarterly basis or such other periodicity as may be prescribed by the RBI;

(v) while originating the Facilities comprising the Pool, the Seller has complied with the applicable provisions of the Reserve Bank of India

(w) for the purposes of paragraph 22 of the Reserve Bank of India (Non-Banking Financial Companies - Securitisation Transactions) Directions, 2025, if the evented actions of any of the counterparties or institutional intermediaries associated with the transactions contemplated under the Securitisation Documents (including without limitation, the Seller, the Trustee and/or the Trust, the Servicer, and the providers of any credit enhancement), result in, at any point, a material alteration of the risk profile of the PTCs, the Seller shall ensure that adequate details about such occurrence are provided to the PTC Holders, the Rating Agency and any other service providers, promptly, and in no case later than within 14 (fourteen) calendar days of occurrence;

(x) for the purposes of paragraph 110 of the Reserve Bank of India (Non-Banking Financial Companies - Securitisation Transactions) Directions, 2025, the Seller hereby confirms and declares as follows:

    (i) the weighted average holding period of the Facilities comprising the Pool is 6.56 (six decimal five six) months. As the Facilities comprising the Pool are unsecured Facilities, the Minimum Holding Period in respect of (A) each of the Facilities comprising the Pool with an original maturity of up to 24 (twenty four) months has been calculated as 3 (three) months from the date of first repayment, and (B) each of the Facilities comprising the Pool with an original maturity of more than 24 (twenty four) months has been calculated as 6 (six) months from the date of first repayment; and

    (ii) the minimum retention requirements (as determined in accordance with the Securitisation Directions) for the Pool is 5% (five percent) of the book value of the Facilities being securitised (as prescribed in paragraph 10 of the Reserve Bank of India (Non-Banking Financial Companies - Securitisation Transactions) Directions, 2025) and the MRR is being maintained by way of the Credit Enhancement;

(y) where the underwriting standards applied while originating the Facilities comprising the Pool change at any time after origination and before all the claims associated with the PTCs are paid-off, the Seller shall disclose to the Investors and the Trustee, the timing and purpose of such changes;

(z) where any Facility comprising the Pool is covered by the Credit Guarantee Fund for Micro Units (CGFMU), it will, including in its capacity as the lender on record for the Facilities comprising the Pool, take all such actions and/or steps (including the payment of any fees and/or commission, and complying with any prescribed filing/other requirements) as may be required to ensure and procure that the guarantee(s) provided by the Credit Guarantee Fund for Micro Units (CGFMU) in respect of the Facilities comprising the Pool are valid and continue in accordance with the terms of the guarantee(s); and

(aa) it shall, make available, a copy of the Trust Deed and the accounts and statement of affairs of the Trust to the RBI, if required to do so.

*Total income equals to Net Interest Income plus other income
**FY25 financials have been restated