Draft a specimen irrevocable power of attorney to be executed by a borrower company in favour of a lender company. Assume facts, if required.

Irrevocable Power of Attorney This Power of attorney granted at this ............ day of ............ 2021 by 'A Limited' a company within the meaning of the Companies Act and having its registered office at ............ (hereinafter referred to as 'the Borrower' which expression shall, unless excluded by or repugnant to the context include its successors and assigns) in favour of ............ a corporation constituted by ............ and having its Head office at ............ (hereinafter referred to as 'the LENDER', which expression shall include its successors and assigns). WHEREAS by an Agreement dated the ............ day of ............ 2021 (hereinafter referred to as 'the said Agreement') made between the 'Borrower' and the 'Lender'. 'Lender' has agreed to grant the 'Borrower' financial assistance by way of a term of ₹ ............ (Rupees ............) (hereinafter referred to as 'the financial assistance') for the purposes and on the terms and conditions set out therein. 'Lender' has stipulated, inter alia, that if so required by 'Lender' at any time, the 'Borrower' shall secure Lender's loan of ₹ ............ (Rupees ............) together with interest, commitment charge and other money payable by the Borrower to Lender under the said Agreement by a registered legal mortgage in English form of all the properties of the Borrower immovable and movable, present and future and other assets, including uncalled capital and the charge in favour of the Lender to rank pari passu with the charge or charges created and/or to be created by the Borrower in favour of the Lender, AND the charge of Lender on movables to be subject to the charge or charges created and/or to be created by the Borrower in favour of its bankers on stocks of raw- materials or other movables as may be permitted by Lender in writing to secure borrowings for working capital requirements. Lender has also stipulated that the Borrower shall, for the aforesaid purpose, execute an undertaking in favour of the Lender and shall simultaneously with the execution of such undertaking, grant an irrevocable power of attorney to the Lender, being these presents, authorising the Lender to execute in favour of itself a first legal mortgage in English form for and on behalf of the Borrower in the event of the Borrower failing, when required by the Lender, to duly execute and register a first legal mortgage in English form of all its immovable and movable properties as aforesaid. NOW THIS DEED WITNESSETH THAT in consideration of the Lender having sanctioned the said financial assistance to the Borrower, the Borrower hereby irrevocably appoints the Lender to be the true and lawful attorney of the Borrower in the name and for and on behalf of the Borrower to do, execute and perform the following acts, deeds and things, namely: (i) To make, execute, sign, seal and deliver in favour of the Lender, at the expense of the Borrower, in all respects, a first legal mortgage in English form of all its immovable and movable properties agreed to be mortgaged to the Lender, with all conditions as may in absolute discretion of the Lender, be deemed necessary or expedient and in particular granting in favour of the Lender a right to take over the management of the Borrower, a right to appoint a receiver of the undertaking of the Borrower and a right to sell the Borrower's properties without intervention of the Court, for the purposes of securing to the Lender all the moneys payable by the Borrower's under the said Agreement, as aforesaid, the charge of the Lender to rank pari passu with the charge created and/ or to be created by the Borrower in favour of the Lenders for the purposes and in the manner mentioned therein. (ii) To apply for and obtain necessary clearance certificates under Section 230A of the Income Tax Act, 1961. (iii) To do or cause to be done all such acts, deeds and things as may be necessary or proper for the effectual completion and registration of the said mortgage. (iv) The Borrower hereby agrees that all or any of the powers hereby conferred upon the Lender may be exercised by any officer or officers of the Lender nominated by the Lender in that behalf. (v) ............ (vi) ............ (vii) AND the Borrower does hereby declare that this power of attorney shall be irrevocable. IN WITNESS WHEREOF the Borrower Company has caused its Common Seal to be hereunto affixed the day and year first hereinafter written. The Common Seal of the Borrower Company was hereunto affixed pursuant to the resolution of its Board of Directors passed on the ............ in the presence of Shri ............ Director and Shri ............ Director who have signed these presents in token thereof. Witness 1. ............ 2. ............ Director