DRAFT FOR DISCUSSION PURPOSES ONLYAugust07-VI

SHORTFALL / UNSECURED LOANS UNDERTAKING

To:

<Names and addresses of the lenders>

Dear Sirs :

In consideration of your having agreed to grant to 1[•] (the “Borrower", which expression shall, unless it be repugnant to the subject or context thereof, include its successors, permitted assigns, heirs, legal representatives, executors and administrators, as the case may be), the financial assistance by way of rupee term loan not exceeding in the aggregate Rs. [•] lacs (the “Facility”) in terms of the Facility Agreement dated the [•] day of [•], Two Thousand and [•] (the “Facility Agreement”, which expression shall include all amendments made thereto from time to time) entered into between the Borrower and yourselves, 2I / we, [•], the directors / promoters / partners / members of the Borrower, do hereby, in pursuance of the 3Facility Agreement, 4jointly and severally, undertake to you that :

5(a) if there is any shortfall in the resources of the Borrower for completing its project and/or for meeting working capital requirements due to any circumstances whatsoever either at the time of starting of the project or subsequently, 6I / we shall make arrangements satisfactory to you to provide to the Borrower in those events and when called upon by you such additional funds as may be required to complete its project 1 copy description of the Borrower from facility agreement2 delete whichever is not applicable3 delete whichever is not applicable4 delete if only person is furnishing this undertaking5 applicable only when shortfall undertaking is being furnished6 delete whichever is not applicable

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DRAFT FOR DISCUSSION PURPOSES ONLYAugust07-VI

and/or working capital requirements; the additional funds as and when provided by 7me / us shall be in the form and manner and on such terms as may be required by you;

OR

8(a) 9I/We shall bring in/provide Rs. [•] lacs as and by way of unsecured loans/ deposits on or before 10[•] to the Borrower.

(b)11I/We shall not demand or withdraw funds brought in by 12me/us by way of unsecured loans / deposits or any part thereof nor shall the Borrower repay such funds or any part thereof so long as any moneys remain due by the Borrower to you under the Facility Agreement and/or the other transaction documents or till the project is duly completed, whichever is later, without your prior written approval. The unsecured loans / deposits brought in by 13me / us shall not involve any charge or lien on or other interest in the assets of the Borrower.

14I/We agree if a dispute arises whether the project is duly completed or not, your decision shall be final and binding on 15me/us.

16I/We note that such unsecured loans/deposits shall carry interest as may be agreed to by you. 17I/We further agree that the Borrower shall not pay any interest on such unsecured loans / deposits if, at the time of such payment, there is a default in the payment of installments of principal and/or interest and/or any other amounts due and owing by the Borrower to you under the Facility Agreement and/or the other transaction documents.

Yours faithfully,

1.18

2.

Confirmation from the Borrower:

7 delete whichever is not applicable8 applicable only when unsecured loans undertaking is being furnished9 delete whichever is not apcable10 please incorporate date as per the terms of sanction11 delete whichever is not applicable12 delete whichever is not applicable13 delete whichever is not applicable14 delete whichever is not applicable15 delete whichever is not applicable16 delete whichever is not applicable17 delete whichever is not applicable18 promoters / directors / members / partners of the Borrower

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DRAFT FOR DISCUSSION PURPOSES ONLYAugust07-VI

19I/We note the above and agree and confirm that 20I/We shall not repay to the above mentioned persons / promoters / directors / members / any partners the unsecured loans / deposits or any part thereof when received by 21me/us so long as any moneys remain due by 22me/us to you under the Facility Agreement or till our project is duly completed, whichever is later, without your prior written approval.

23I/We shall pay such interest on the said unsecured loans/deposits as may be agreed to by you. 24I/ We agree not to pay any interest on the said unsecured loans/deposits if at the time of such payment there is a default in the payment of installments of principal and/or interest and/or any other amounts due and owing by 25me/us to you under the Facility Agreement and/or the other transaction documents.

For 26____________________________

(Signature)

Dated this [•] day of [•], 200[•]

19 delete whichever is not applicable20 delete whichever is not applicable21 delete whichever is not applicable22 delete whichever is not applicable23 delete whichever is not applicable24 delete whichever is not applicable25 delete whichever is not applicable26 copy description of the Borrower from facility agreement

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