I.

REPRESENTATION AND WARRANTY

I. GOVERNMENTAL APPROVAL
(a) All the necessary governmental approval shall be taken before
the closing date and deferred governmental approval prior to the
requirement.
(b)All the necessary governmental approval are in full force and
effect
(c) All the necessary governmental approval is neither in violation of
Material Adverse Effect nor in material non- compliance to law.
(d)All the necessary and deferred governmental approval will be
true, correct and full force prior to the Financial Closing.
II.

ENVIROMETNAL APPROVAL
(a) All the environmental approval shall be in material compliance
with the Environmental law and will be applicable as per the
Material Adverse Effect.
(b)All the environmental approval has to be certified executed and
delivered to the lenders before the first disturbance and the
subsequent and on the relevant dates.
(c) All the necessary and deferred governmental approval will be
true, correct and full force prior to the Financial Closing

III.

INSURANCE
(a) All the necessary insurance (listed in the Schedule) shall met by
the borrower or the project company including floods and
earthquake before the closing date.
(b)All the insurance taken by the borrower should be in full force
and effect and borrower shall renew the insurance scheme when
required.

IV.

LITIGATION
(a) There is no litigation in respect of the Material Adverse Effect
against the each of the Project Company before the Closing date

(c) List of all the pending, threatening in writing and on going litigation
against the each of the Project parties which the borrower are in
knowledge of needs to be notified to the lender (in the set forth
schedule) before the closing date.
V.

FINANCIAL INFORMATION
(a) All the financial information of the each of the project
company shall in accordance with GAAP.
(b)All the financial statement provided by the project company
should be certified and executed by the independent as well
as the companies own auditors.
(c) All the financial information given to the lenders by the
borrowers should be true and should disclose all the financial
information that adversely effects the project company.

VI.

COLLATERAL
(a) There shall be no liens other than certain permitted lien and
statutory liens taken by the each of the project company.
(b)In the any case if any of the project company needs to take lien
their collateral to the other lender then the second lender will
subordinated and the current lender will given the first perfected
priority.
(c) The project company shall have either all the easementary right
or ownership of all the collateral before the closing period.

VII.

INDEBTEDNESS
The borrowers shall ensures that it has not taken any other debts
other then the 2 loans taken for the 2 project company by the
lenders. The money borrowed by the lenders shall be the only
outstanding indebtedness other than the permitted lien.
VIII. SOLVENCY
The neither the borrower or/and the project company nor lender
after this transaction or in the course of the transaction shall not be
bankrupt as per the laws of their jurisdiction.

IX.

VALIDITY CLAUSE

Each transaction document to borrower or/and to each of the project

party has been duly authorized, validly executed and in the best
interest of the borrower or/and to each of the project party.

X. NO DEFUALT REPRESENTATION
The each of the project company shall represent and warranty that
there is neither any defaults nor event of default had been occurred
or are continuing before the closing date.

III.

COVENANTS

AFFIRMATIVE COVENANTS
III.I Government Approval
(a) Each of the Project companies shall have necessary approval
required to have been obtained as of the closing date (as forth
attached in the Schedule below).
(b)All the necessary required approval will be in valid, full force and
effect and will be renewed as and when required.
(c) Each and every deferred approval shall be obtained prior to its
requirement it will not lead to the failure unless in it Material
Adverse Effect.
(d)All the necessary and deferred approval will be in compliance to
the current law.
III.II Litigation
(a) If any of the pending or filed litigation claims or controversy or
threat against or involving borrower or any of the Project
Company or directly affects the Project, or any litigation of which
Borrower or any Project Company has knowledge involving any
other party of any of the transaction document which litigation is
a reasonable to Material Adverse Effect has to be notified to the
lender.
(b)If any of the litigations against the Project Company which bear
the cost more than 1 million dollar then it will be indemnified by
the borrowers. In the case where the cost incurred for litigation is
less than 1 million dollar then the cost will be beard by the
lenders.
III.III Material Project Document
Lender