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Pari Passu Letter

Draft Pari Passu Letter

Pari Passu is a Latin phrase meaning 'ranking equally / on an equal footing'. In this context, it means all the banks have equal ranking and rights as a participant in the consortium.

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(Trustees for the Debenture Holders)

Dear Sirs;

Reg: M/s Limited

We, hereby agree and confirm that notwithstanding anything to the contrary contained in or by virtue of the mortgage and charge created by the Company in our favour in respect of the Company's immoveable and moveable properties to secure our Term Loan of inclusive of Interim Loans/Interim Disbursements sanctioned out of or against the said Term Loan with the interest and other monies payable by the Company to us, the mortgage and charge of in all respects rank pari passu with the mortgages and charges created/to be created by the Company in favour of

1. - Foreign Currency Loans of

2. Holders of Secured Debentures of the nominal value of each and of the aggregate nominal value of

3. for its Term Loan of

4. for its Term Loan of including any Bridge Loan/Interim Loan/Interim Disbursement together with interest thereon and other monies payable by the Company to you under your respective Loan Agreements/Letter of sanction etc. for all purposes and to all intents.

We also authorise you to make a mention of the Pari Passu Charge in favour of ourselves and your institution on the assets of the company in the form of particulars of charge required to be filed by the company with the Registrar of Companies pursuant to the .

We undertake and confirm that we shall enter into a Pari Passu Agreement with you defining the rights and obligations of the parties interse and also providing that the securities created/to be created by the Company under or by virtue of the aforesaid mortgages and the charges shall rank pari passu for all purposes and to all intents and without any preference or priority of one over the other or others including there custody of title deeds application and realisation of sale proceeds, etc. in such form and in such manner as may be mutually agreed upon.

We request you to issue a similar letter to us conceding Pari Passu Charge in our favour on the Companies Assets in respect of our above Term Loans, if not already issued.

Yours faithfully