Undertaking to Create Registered Mortgage

This UNDERTAKING executed at this day of by , a company registered under the Indian , and having its Registered Office at in the state of hereinafter referred to "the Company" (which expression shall unless excluded by or repugnant to the subject or context thereof be deemed to include its successors and assigns) in favour of (1) a Corporation constituted under the and having one of its local Head Ofrice at (hereinafter referred to as "SBI") (which expression shall include wherever the context so admits its successors and assigns), (2) a body corporate constituted under the Banking Companies (Acquisition & Transfer of Undertakings) and having its Head Office at and one of its Branch Offices at (hereinafter referred to as "SB") (which expression shall include wherever the context so admits its succesorss and assigns) and (3) a body corporate constituted under the Banking Companies (Acquisition & Transfer of Undertakings) and havings its Head Office at , and having one of its Branch Offices at (hereinafter referred to as CB) - (which expression shall include wherever the context so admits its successors and assigns), (4) a corporation constituted under the Banking Companies (Acquisition and Transfer of undertakings) and having its Head Office at and having one of its branch offices at (hereinafter referred to "IB") (which expression shall unless excluded by or repugnant to the context be deemed to include its successors and assigns) and (5) a corporation constituted under the Banking Companies (Acquisition and Transfer of Undertakings) and having its Head Office at and one of its Branch Offices at hereinafter referred to as "IOB" (which expression shall unless-excluded by or repugnant to the context be deemed to include-its successors and assigns); (SBI, SB, CB, IB and IOB are hereinafter collectively referred to as "the Banks" which expression shall include where the context so admits each of them and any one of them on behalf of all of them and their respective successors and assigns);

WHEREAS;

(1) By an Agreement dated the day of (hereinafter referred to as "the Common Loan Agreement) made between the Company and the Banks have agreed to lend and advance to the Company and the Company has agreed to borrow from the Banks the term loans as specified

(the SBI Loan, the SB Loan, the CB Loan, the IB Loan, and the IOB Loan are hereinafter collectivelly referred to as "the Financial Assistance") for the purposes and subject to the terms and conditions and carrying interest at the respective agreed rates as set out therein.

(2) The Company has requested the Banks to lend and advance to the Company the Financial Assistance which the Banks have agreed to do on the Company inter alia agreeing to execute an undertaking in favour of the Banks undertaking if so required by the Banks jointly and/or severally inter alia to execute a Registered First Legal Mortgage in English form on all its immoveable and moveable assets (situate at in the State of ), both present and future including its lands, hereditaments and premises, unfixed plant and machinery and other moveable, machinery, machinery spares, tools and accessories stocks of raw materials, goods in process, semi finished and finished goods, stores, not relating to plant and machinery or any spare parts thereof and the entire undertaking of the company including its with power to the Banks uncalled capital, goodwill, book debts and other outstandings and all other assets to take over the managment of the whole of the business concern and undertaking of the Company in certain events as security for the Financial Assistance together with interest thereon at the respective agreed rate, compound additional interest in case of default, commitment charge, liquidated damages, commission, costs, charges, expenses and all other moneys payable by the Company to the Bank as stipulated in the Common Loan Agreement and also to executes and cause to be registared if necessary all related deeds and documents in that behalf but so that such mortgage and charge in favour of the Banks shall rank pari passu with the mortgages, charges and securities created and/or to be created by the Company in favour of the Financial Institutions viz :-

(hereinafter collectively referred to as "the Financial Institutions) as mentioned in the Common-Loan Agreement.

(3) It has been also agreed to by the Company that it shall simultaneously with the execution of such an Undertaking in favour of the Banks as aforesaid also grant and execute an irrevocable Power of Attorney authorising the Banks to execute infavour of the Banks the said Legal Mortgage in English form as aforesaid for and on behalf of the Company in the event of the Company failing when required by the Banks to do so in pursuance of the terms of such Undertaking to duly execute and cause to be registered in favour of the Banks and delivered to the Banks a First Legal Mortgage in English Form on all its immoveable and moveable properties (situate at in the State of ) including its land hereditaments and premises unfixed plant and machinery and other moveable machinery, machinery spares. tools and accessories and other assets as aforesaid and to enter into a Pari Passu Interse Agreement with the Financial Institutions and the Banks so as to provide that the Mortgages, Charges and securities created and/or to be created respectively in favour of each of them shall all rank pari passu interse without any preference or priority of one over the other or others or them for all purposes and to all intents and also providing that all moneys resulting from the enforcement and realisation of the aforesaid securities or any of them shall (subject to the prior charge/s created and/or to be created in favour of the Company's Bankers for securing borrowings for working capital requirements) be distributed and shared amongst the aforesaid Financial Institutions/Banks without any preference or priority of one over the other of them for all purposes and to all intents and preparing for other incidental provisions in respect of their respective Loans as aforesaid.

(4) The Company has also agreed with the Banks to deduce a clear and marketable title to its immoveable properties which are to form, part of the mortgage security and carry out and comply with the various requisitions and requirements of the Banks in that behalf as mentioned hereinafter;

(5) Pending execution of these presents the Banks have at the request of the company made interim disbursements against the temporary security of Bank Guarantees furnished by the Company in favour of Banks;

(6) The Banks have called upon and required the company to execute these presents which the company has agreed to do in the manner hereinafter expressed;

Now therefore these presents witness that in pursuancs of the Common Loan Agreement and in consideration of the Banks having made interim disbursements out of the said Financial Assistance to the Company and having agreed to lend and advance to the Company the balance of the Financial Assistance for the purposes and subject to the terms and conditions set out in the Common Loan Agreement and in consideration of the promises the Company both hereby undertake and agree with the Banks as follows:-

1) That the Company shall upon default or if the Banks shall in their absolute discretion (which discretion shall be final and binding on the Company think that the-repayment of the Financial Assistance lent and advanced - and/or agreed to be lent and advanced as aforesaid - has been insufficiently secured and if the Banks shall decide - to take the security by way of a First Legal Mortgage in - English form as provided in the Common Loan Agreement at the Banks request and at the Company's own expenses complete all the requisite formalities in favour of the Banks and duly execute and cause to be registered jointly in favour of the Banks and delivered to the Banks a Contributory Legal - Mortgage in English form on all its immovable and movable properties both present and future including its lands - hereditaments and premises and fixed plant and machinery, - other movable machinery, machinery spares, tools and accessories stocks of raw materials, goods in process, semi finished and finished goods, stores not relating to plant and machinery or any spare parts thereof and the entire undertaking of the Company including its uncalled capital, goodwill, book debts and other outstandings and receivables and all other assets of the Company as security for the Financial Assistance together with interest thereon at the respective agreed rates, compound interest/additional interest in case of default, commitment charges, prepayment premia, liquidated damages. commission, costs, charges, expenses and all other moneys payable by the Company under the Common Loan Agreement with all such covenants, conditions and declarations agreements, provisions and stipulations as may in the absolute discretion of the Banks (which discretion shall be final and binding on the Company) be deemed necessary or expeditent in a form acceptable to the Banks including specifically the provisions relating to the taking over of the management of the whole of the business concern and undertaking of the Company in certain events, the power to give on lease or on leave and licence on such terms as may be found satisfactory by the Banks, power to appoint Receiver of the mortgaged properties and to sell or concur in selling the mortgaged - properties without the intervention of the Court and also execute and deliver and cause to be registered when necessary such other documents as the Banks may require and perform all other acts deeds and assurances in favour of the Banks as may be necessary or proper Provided However that such mortgage and charge in favour of the Banks shall rank pari passu with the mortgages and charges and securities created and/or to be created by the Company in favour of the Financial Institutions as specified in the Common Loan Agreement and in the manner mentioned therein Provided Further that such mortgage and charge in favour of the Banks shall be subject to the - charge and/or charges created and/or hereafter to be-created by the Company in favour of its Bankers over all its stocks of raw materials, goods in process, semi-finished-and finished goods, stores not relating to plant and machinery or any spare parts thereof, book debts and such other-moveables as may be specifically permitted by the Banks in writing to secure borrowings for working capital requirements and any extension, modification or renewal thereof made with the prior approval of the Banks.

2) That the Company shall make out to the satisfaction of the Banks a clear and marketable title to the properties which are to from part of the mortgage security free from encumbrances and reasonable doubts (save and-except the charges permitted by the Banks) and shall at its own expense remove all defects in title and obtain all such concurrences consents and approvals as may be necessary for creation of a mortgage security in favour of the Banks.

3) That notwithstanding anything to the contrary contained in the Common Loan Agreement or herein or in any of the documents recited in the Common Loan Agreement or the Joint Deed of Hypothecation dated the day of executed pursuant thereto, in the event of default on the part of the Company in executing or causing to be registered in-favour of the Banks and delivering to the Banks an effectual contributory Legal Mortgage in English form as aforesaid on the Company's immoveable and moveable properties as provided in Clause 1 hereinabove forthwith on being required so to do by the Banks, the Company shall within from the date of delivery by the Banks or any of them of a notice in writing of such default addressed to the Society or such extended date as may be permitted in writing by the Banks or any of them, repay to the Banks the respective outstanding principal amounts then due and owing under the Common Loan Agreement and all other moneys payable thereunder and shall indemnify and keep the Banks indemnified against all losses, demands, costs, charges, damages, claims and expenses whatsoever which the Banks may suffer, pay or incur in connection with the aforesaid Financial Assistance.

4) That the Company shail duly and punctually pay all rates, rents, taxes, cesses, assessments, revenues, duties and other outgoings whatsoever in respect of the said properties to be mortgaged and perform and observe all the terms, conditions, covenants and obligations which ought to be observed and performed in respect of the said properties to be mortgaged.

5) The Company shall duly perform and observe all the terms, conditions and covenants under the Common Loan Agreement and all other security documents executed from time to time by the Company jointly and/or individually in favour of the Banks and any breach or default of the provisions of these presents shall ipso facto be deemed to be a breach or default by the Company under the Common Loan Agreement.

6) That the Company shall carry on its business as a going concern in accordance with the recognised practice and pay all dues and fulfil all its liabilities and obligations and shall maintain and keep proper books of accounts, vouchers and papers.

7) That the Company shall not transfer its business and undertaking or any part thereof to or amalgamate or reconstruct with any other Company or otherwise without the previous consent in writing of the Banks or any of them having first had and obtained.

8) That the Company shall subject to the provisions of a Pari Passu Interse Agreement to be entered into as between the Company ICICI, IDBI, IFCI, SBI, SB, CB, IB and IOB as mentioned hereinafter (hereinafter referred to as "the Pari Passu Interse Agreement") at its own expense keep the properties hereby undertaken to be mortgaged in good and marketable condition and shall insure and keep insured the same as provided in the Common Loan Agreement with one or-more insurance company or companies and shall deliver the relative policy or policies of insurance duly assigned to the Banks and maintain such insurance throughout the continuance of the security of these presents and deliver to the Bank renewal receipts therefore and shall duly and punctually pay all premia in respect thereof and shall not do or suffer to be done or omit to do or be done any act which may invalidate or avoid such policy or policies of insurance. Save as otherwise agreed to by the Banks in writing and subject to the provisions of the Pari Passu Interse Agreement any sum or sums received in pursuance of any claim under such insurance policy or policies shall be applied in or towards the liquidation of the amount for the time being due from the Company to the Bank in the following manner :-

(a) Firstly, towards the commitment charge due and payable under the Common Loan Agreement;

(b) Secondly, towards any other costs, charges, expenses and other moneys due and payable under the Common Loan Agreement;

(c) Thirdly, towards compound interest due and payable and calculated in accordance with the Common Loan Agreement;

(d) Fourthly, towards interest due and payable under the Common Loan Agreement, and

(e) Lastly towards repayment of instalments of the principal amount of the respective Financial Assistance

9) That the Company shall, from time to time, on demand by the Banks in writing furnish to the Banks/or any of them in writing full and correct statement with such particulars as the Banks call for or require of the said properties agreed to be mortgaged together with the market values and replacement values thereof and produce such evidence in respect thereof as the Banks/or any of them may from time to time call for and require.

10) That any person or persons appointed by the Banks/or any of them in that behalf shall be at liberty at all reasonable times and after notice in writing of the intention to do so call for the information which shall be furnished forthwith by the Company and shall be at liberty without any previous notice to enter into and upon any place or places where the business or any of the businesses of the Company shall for the time being be carried on and where the properties agreed to be mortgaged or any part thereof shall be for the purpose of inspecting the same and taking inventories and particulars thereof and for all other purposes connected therewith.

11) That the Company shall not transfer its business or undertaking or any part thereof to or amalgamate or reconstruct with any other company or otherwise without the previous consent in writing of the Banks first had and obtained.

12) That during the continuance of these presents, if the Banks and the Company agree to an Amortization Schedule/Schedules different from the one given in the Common Loan Agreement then notwith- standing anything to the contrary contained in the Common Loan Agreement, in these presents and any other security documents executed/to be executed by the Company in favour of the Banks or any of them the Amortization Schedule/Schedules as subsequently agreed to will be effective and the Company is bound to make repayment to the Banks of Financial Assistance according to such revised Amortization Schedule/ Schedules.

13) That the Company shall within a period of three months from the date hereof or such extended time as may be permitted in writing by the Banks-

(a) make out a clear and marketable title free from reasonable doubts and encumbrances to the properties comprised in the mortgage security and to comply with all requisitions that may be made from time to time by or on behalf of the Banks that behalf;

(b) give such declarations, undertakings, indemnities and other writings as may be required by the Banks and satisfactorily comply with all other requirements and requisitions submitted by or on behalf of the Banks;

(c) arrange with the Financial Institutions for issuance of a letter ceding a pari passu charge in favour of the Banks in respect of the respective Loans of the Financial Institutions;

(d) will obtain necessary letters of consent from its Bankers for creation of the charges on the current assets of the Company in favour of the Banks subject to the prior charges created or to be created in favour of the Company's Bankers for securing borrowings for working capital requirements in such form as may be required by ICICI;

(e) at its own cost execute and procure the execution and registration of the Pari Passu Interse Agreement by the Banks and the Financial Institutions so as to provide that the mortgages charges and securities created and/or to be created respectively in favour of the Banks and the Financial Institutions, shall all rank pari passu interse without any preference or priority of one over the other or others of them for all purposes and to all intents and providing that all moneys resulting from the enforcement or realisation of the said securities or any of them out of the Mortgaged Premises, shall, subject to the prior charge of the Company's Bankers over specified moveables for securing borrowings for working capital requirements, be distributed and shared amongst the Bank and the Financial Institutions without any preference or priority of one over the other or others of them for all purposes and to all intents and including therein specifically the provisions regarding insurance, custody of insurance policies, custody of title deeds, prohibition of prepayment by the Company acceleration of debts and other usual terms, provisions and stipulations as may be agreed to by the Banks and Financial Institutions in that behalf;

IN witness whereof caused its Common Seal to be affixed hereto and the duplicates thereof at Madras the day and the year first hereinabove written.

The Schedule Above Referred To:

(Description of the properties intended to be mortgaged)

The Common Seal of , has been hereunto affixed pursuant to the Resolution passed at the meeting of its Board of Directors held on the day of in the presence of (1) and (2) two of the Directors of the Company and the Secretary of the Company all of whom have in token thereof subscribed their respective signatures hereto.