REPRESENTATIONS AND WARRANTIES

In consideration of the Lenders having agreed to provide / provided the Facility to the
Borrower in terms of the Facility Agreement, the Borrower makes the following
representations, warranties and agreements and confirms that (except unless otherwise
permitted by the Lenders or as otherwise disclosed to the Lenders in the Credit Application or
otherwise in writing) they are, true, correct, valid and subsisting in every respect as of the
date of the Facility Agreement, as of the date of each disbursement by the Lenders under the       
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Facility Agreement (in each case, before and after  giving effect to disbursements occurring
on such date) and as on each Due Date, which representations, warranties and agreements
shall survive the execution and delivery of the Facility Agreement and the provision of the
Facility under the Facility Agreement and repayment/payment in full of the Facility and all
monies in respect thereof: 
(a)  CREDIT APPLICATION
The Credit Application, if any, is true and accurate in all material respects, is not misleading
and does not omit any material fact, the omission of which would make any fact or statement
therein misleading and the Credit Application shall be deemed to form part of the warranties
herein contained.
(b)  STATUS AND AUTHORISATIONS
i) The Borrower is duly incorporated and validly existing under the laws of India and
has the power to enter into the Facility Agreement and the other Transaction Documents and
Project Documents and to own its assets and carry on its business and operations (including
the Project) as it is being or is proposed to be conducted.
ii) All acts, conditions and things required to be done, fulfilled or performed, and all
authorisations required or essential, for the purpose of the Project or for the entry and
delivery of the Facility Agreement and the other Transaction Documents or for the
performance of the Borrower's obligations in terms of and under the Facility Agreement and
the other Transaction Documents have been done, fulfilled, obtained, effected and performed
and are in full force and effect and no such authorisation has been, or is threatened to be,
revoked or cancelled. 
iii) The Borrower has not received any notice, nor is it aware that any authorisation from
concerned authority(ies) necessary or required to be obtained in present or in future, will not
be granted or obtained.
iv) The Borrower has, wherever necessary, obtained import licences with list of
equipment and/or necessary authorisation about eligibility, scope and validity of imports
under open general licence for equipment to be imported for the Project.
v) The Borrower is in compliance in all respects with all laws and regulations affecting
its assets, the Project and its business and operations.
(c)  LEGAL VALIDITY
The Facility Agreement, the Transaction Documents and the Project Documents have been
duly and validly executed by its authorised Directors/Members/Trustees   or executives and
the Facility Agreement constitutes, and each Transaction Document and the Project
Documents constitute or when executed in accordance with its terms will constitute, legal,
valid and binding obligations of the Borrower and the relevant parties thereto enforceable in
accordance with their respective terms. The Borrower has taken all steps and done all acts to
ensure that the Facility Agreement and each Transaction Document and Project Document is
admissible in evidence in India.
(d)  NON-CONFLICT
The entry into, delivery and performance by the Borrower of, and the transactions
contemplated by, the Facility Agreement and the other Transaction Documents do not and
will not conflict :
i) with any law; 
ii) with the constitutional documents of the Borrower; or
iii) with any document which is binding upon the Borrower or on any of its assets. 
(e)  NO DEFAULT
i) No default is subsisting or might result from the execution of, or the availing of the
Facility under, the Facility Agreement by the Borrower. 
ii) No other event or circumstance is subsisting which constitutes (or with the giving of
notice, lapse of time, determination of materiality or the fulfilment of any other applicable
condition or any combination of the foregoing, might constitute) a default under any
document which is binding on the Borrower or any of its assets. 
iii) The Borrower is not in breach of the terms of the Facility Agreement or any other
Transaction Document and no Event of Default is subsisting.
iv) The Borrower is not in breach of the terms of any Project Document nor (so far as it is
aware) is any other party thereto, to an extent which might have a Material Adverse Effect.
(f)  TAXES ON PAYMENTS
The Borrower agrees to pay any and all duties and all other applicable indirect taxes, duties,
or levies whether present or future, including but not limited to interest tax, service tax, cess,
sales tax, levied by Central/State Governments or any other statutory authority, under the
applicable laws as may be amended from time to time, which may be payable in connection
with the Facility Agreement.
(g)  OWNERSHIP OF ASSETS
The Borrower has good title to, or valid leases or licences of, or is otherwise entitled to use its
assets.
(h)  IMMUNITY
i) The execution or entering into by the Borrower of the Facility Agreement and the
other Transaction Documents constitute, and its exercise of its rights and performance of its
obligations under the Facility Agreement and the other Transaction Documents will
constitute, private and commercial acts done and performed for private and commercial
purposes.
ii) The Borrower is not, will not be entitled to, and will not claim immunity for itself or
any of its assets from suit, execution, attachment or other legal process in any proceedings in
relation to the Facility Agreement and/or the other Transaction Documents.

(i)  JURISDICTION/GOVERNING LAW
The Borrower's:
i) irrevocable submission to the jurisdiction of courts as specified in Facility Agreement,
and
ii) agreement that the Facility Agreement and the other Transaction Documents is
governed by Indian law (unless such Transaction Documents stipulate / specify otherwise), 
are legal, valid and binding on the Borrower under Indian law.
(j)  ACCOUNTS
The most recent audited accounts of the Borrower delivered to the Lenders:
i) have been prepared in accordance with accounting principles and practices generally
accepted in India, consistently applied;
ii) have been duly audited by the statutory auditors of the Borrower; and
iii) represent a true and fair view of its financial condition as at the date to which they
were drawn up
and there has been no Material Adverse Effect since the date on which those accounts were
drawn up.
(k)  LITIGATION
No litigation, arbitration, administrative or other proceedings are pending or threatened
against the Borrower, its directors / partners / trustees, its assets or the Project, which, if
adversely determined, might have a Material Adverse Effect.
(l)  INFORMATION
i) All information communicated to or supplied by or on behalf of the Borrower to the
Lenders from time to time, whether in writing, electronic form or otherwise, is true, correct
and complete in all respects as on the date on which it was communicated or supplied. 
ii) Nothing has occurred since the date of communication or supply of any information
to the Lenders which renders such information untrue or misleading in any respect and
which, if disclosed, might adversely affect the decision of the Lenders to enter into, or to
make disbursements under the Facility Agreement.
(m)  PROJECT DOCUMENTS
i) All Project Documents delivered to the Lenders by or on behalf of the Borrower were
genuine and in the case of copies, such copies were, at the date of delivery, true, complete
and accurate copies in all material respects, of originals which had not been amended or
superseded in any way. The services to be provided, materials to be supplied, and the
easements, leases, licences and other rights granted or to be granted to the Borrower pursuant
to the terms of the Project Documents provide or will provide the Borrower with all rights
and property interests required to enable the Borrower to obtain all services, materials or
rights (including access) required for the design,  construction, start-up, operation and
maintenance of the Project, including the Borrower's full and prompt performance of its
obligations under the Project Documents other than those services, materials and rights that
reasonably can be expected to be obtained in the ordinary course of business without material
additional expense or delay. 
ii) Save for the Project Documents, there are no other material agreements or contracts to
which the Borrower is a party, copies of which have not been delivered to the Lenders and
there are no agreements or arrangements (whether in writing or otherwise) modifying or
amending any Project Document, other than those furnished to the Lenders.
(n)  INTELLECTUAL PROPERTY
i) The Borrower owns, has licence to use or otherwise has the right to use, free of any
pending or threatened liens, all Intellectual Property or Intellectual Property Rights, which are
required or desirable for the conduct of the Borrower's business and operations and the
Borrower does not, in carrying on its business and  operations, infringe any Intellectual
Property Rights of any person.
ii) None of the Intellectual Property or Intellectual Property Rights owned or enjoyed by
the Borrower, or which the Borrower is licensed to use, which are material in the context of
the Borrower's business and operations are being infringed nor, so far as the Borrower is
aware, is there any infringement or threatened infringement of those Intellectual Property or
Intellectual Property Rights licensed or provided to the Borrower by any person.
iii) All Intellectual Property or Intellectual Property  Rights owned by the Borrower or
which the Borrower is licensed to use are valid and subsisting. All actions (including
registration, payment of all registration and renewal fees) required to maintain the same in
full force and effect have been taken.
(o)  INSURANCES
i) All insurances which are required to be maintained or effected by the Borrower or any
other person pursuant hereto or any of the Transaction Documents are / will be in full force
and effect and no event or circumstance has occurred, nor has there been any omission to
disclose a fact, which would in either case entitle any insurer to avoid or otherwise reduce its
liability under any policy relating to the insurances.
ii) The Borrower has complied / shall comply with its obligations with respect to
insurances under the Facility Agreement and each Transaction Document.
(p)   NO OTHER BUSINESS
The Borrower has not engaged in any business or activities, either alone or in partnership or
joint venture.
(q)  TAX COMPLIANCE
The Borrower has complied in all material respects with all taxation laws in all jurisdictions
in which it is subject to taxation and has filed all tax returns and paid all taxes and statutory
dues due and payable by it and, to the extent any taxes are not due, has established reserves
that are adequate for the payment of those taxes and statutory dues. the Lenders shall not be
responsible for the compliance of direct and indirect tax obligations by the Borrower.
(r)  BANKRUPTCY
The Borrower has not taken any action and no other  steps have been taken or legal
proceedings started by or against it in any court of law for its winding-up, dissolution,
administration or re-organisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of the Borrower or of any or all of its assets.
(s)  ENVIRONMENT
i) The Borrower has obtained all authorisations under applicable environmental laws
and is and has been in compliance with all such authorisations and laws and there are no
circumstances that may at any time prevent or interfere with such compliance.
ii) As at the date of the Facility Agreement, no further environmental authorisations
other than those already obtained are required for  the carrying on of the business and
operations of the Borrower as currently conducted.
iii) There is no claim pending or threatened, against the Borrower for any breach of
environmental law which, if adversely determined, might have a Material Adverse Effect.
(t)      AFFILIATES
The Borrower is not a party to any contract or agreement with, or any commitments to,
whether or not in the ordinary course of business,  any affiliates or group companies other
than on a commercial basis and on terms no less favourable to the Borrower than those that
the Borrower would have obtained had the Borrower entered into any contracts or agreements
with any party other than such affiliates or group companies.
(u)  ENCUMBRANCES
There are no encumbrances subsisting or in existence on any of the Borrower's assets.
(v)  ARRANGING OF FINANCIAL ASSISTANCE
The Borrower has entered into effective agreements  or made arrangements for raising of
funds as per the Financing Plan.
(w)      WILFUL DEFAULTER
No director/partner/member/trustee, as the case may be, of the Borrower has been declared to
be a wilful defaulter and neither the name of the Borrower nor its director(s) figure in any list
of defaulters circulated by RBI or any bank and financial institution nor the names of its
directors appear in caution list issued by RBI, etc. 
(x) NO CONFLICT
None of the directors / partners / manager / trustee / employee of the Borrower is a director or
relative of a director of any of the Lenders nor does any director of the Lenders hold any
substantial interest in the Borrower.