Common use of Representations and Warranties by the Issuer Clause in Contracts

Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative that as at the date hereof and as of the Issue Date: (a) it is a public company duly incorporated with limited liability in Thailand and validly existing under the laws of Thailand with full power and authority to own its property and conduct its business; (b) the issue, the offering and the execution of the Bonds and the issue, entry into or delivery by the Issuer of each of the Transaction Documents to which it is a party and the performance of the obligations expressed to be assumed by it thereunder have been duly authorised by all necessary corporate or other actions of the Issuer as required by applicable laws and are still in full force and effect; (c) the Bonds and each of the Transaction Documents to which it is a party, when executed and delivered as contemplated therein, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws; (d) no event has occurred or circumstance arisen which, had the Bonds already been issued, would constitute an Event of Default under the Conditions; (e) all consents, approvals, authorisations or other orders of all regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents to which it is a party have been duly obtained and are in full force and effect; (f) except as disclosed in the prospectus for the Bonds, the Issuer is not involved in any litigation, arbitration or other proceedings nor, so far as the Issuer is aware of, any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds or the Transaction Documents to which it is a party, or which are otherwise material in the context of the offering of the Bonds; and (g) it is not under liquidation or bankruptcy proceedings and has not taken any corporate action, nor, to the best of the Issuer's knowledge, has any other action been taken or legal proceedings commenced or threatened against it, for its winding-up, bankruptcy, rehabilitation, dissolution, reorganisation, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.

Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative that as at the date hereof and as of the Issue Date: (a) it the Issuer is a public company duly incorporated with limited liability in Thailand and validly existing under the laws of Thailand with full power and authority to own its property and conduct its business; (b) the issue, the offering and the execution of the Bonds and the issue, entry into or delivery by the Issuer of each of the Transaction Documents to which it is a party and the performance of the obligations expressed to be assumed by it thereunder have been duly authorised by all necessary corporate or other actions of the Issuer as required by applicable the laws of Thailand and are still in full force and effect; (c) the Bonds and each of the Transaction Documents to which it is a partyDocuments, when executed and delivered as contemplated thereinherein contemplated, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws; (d) no event has occurred or circumstance arisen which, had the Bonds already been issued, would constitute an Event of Default under the Conditions; (e) all consents, approvals, authorisations authorizations or other orders of all regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents to which it is a party have been duly obtained and are in full force and effect; (f) except as disclosed in the prospectus for the Bonds, the Issuer is not involved in any litigation, arbitration or other proceedings nor, nor so far as the Issuer is aware of, of any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds or the Transaction Documents to which it is a partyDocuments, or which are otherwise material in the context of the offering of the Bonds; and (g) it is not under liquidation or bankruptcy proceedings proceeding and has not taken any corporate action, nor, to the best of the Issuer's ’s knowledge, has any other action been taken or legal proceedings proceedings, commenced or threatened against it, for its winding-up, bankruptcy, rehabilitation, dissolution, reorganisationreorganization, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.

Representations and Warranties by the Issuer. The Issuer represents and warrants to the BondholdersDebentureholders’ Representative that as at the date hereof and as of the Issue Date: (a) it is a public an exempted company duly incorporated with limited liability in Thailand under the laws of the Cayman Islands and validly existing under the laws of Thailand the Cayman Islands with full power and authority to own its property and conduct its business; (b) the issue, the offering and the execution of the Bonds Debentures and the issue, entry into or delivery by the Issuer of each of the Transaction Documents to which it is a party and the performance of the obligations expressed to be assumed by it thereunder have been duly authorised by all necessary corporate or other actions of the Issuer as required by applicable laws and are still in full force and effect; (c) the Bonds Debentures and each of the Transaction Documents to which it is a party, when executed and delivered as contemplated therein, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws; (d) no event has occurred or circumstance arisen which, had the Bonds Debentures already been issued, would constitute an Event of Default under the Conditions; (e) all consents, approvals, authorisations authorizations or other orders of all regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents to which it is a party have been duly obtained and are in full force and effect; (f) except as disclosed in the prospectus for the BondsDebentures, the Issuer is not involved in any litigation, arbitration or other proceedings nor, so far as the Issuer is aware of, any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds Debentures or the Transaction Documents to which it is a party, or which are otherwise material in the context of the offering of the BondsDebentures; and (g) it is not under liquidation or bankruptcy proceedings and has not taken any corporate action, nor, to the best of the Issuer's knowledge, has any other action been taken or legal proceedings commenced or threatened against it, for its winding-up, bankruptcy, rehabilitation, dissolution, reorganisation, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.

Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative that as at the date hereof and as of the Issue Date: (ai) it is a public private company duly incorporated with limited liability in Thailand and validly existing under the laws of Thailand with full power and authority to own its property and conduct its business; (bii) the issue, the offering and the execution of the Bonds and the issue, entry into or delivery by the Issuer of each of the Transaction Documents to which it is a party and the performance of the obligations expressed to be assumed by it thereunder have been duly authorised by all necessary corporate or other actions of the Issuer as required by applicable laws and are still in full force and effect; (ciii) the Bonds and each of the Transaction Documents to which it is a party, when executed and delivered as contemplated therein, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws; (div) no event has occurred or circumstance arisen which, had the Bonds already been issued, would constitute an Event of Default under the Conditions; (ev) all consents, approvals, authorisations authorizations or other orders of all regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents to which it is a party have been duly obtained and are in full force and effect; (fvi) except as disclosed in the prospectus for the Bonds, the Issuer is not involved in any litigation, arbitration or other proceedings nor, so far as the Issuer is aware of, any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds or the Transaction Documents to which it is a party, or which are otherwise material in the context of the offering of the Bonds; and (gvii) it is not under liquidation or bankruptcy proceedings and has not taken any corporate action, nor, to the best of the Issuer's knowledge, nor has any other action been taken or legal proceedings commenced or threatened against it, for its winding-up, rehabilitation, bankruptcy, rehabilitation, dissolution, reorganisation, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.

Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative that as at the date hereof and as of the Issue Date: (a) it the Issuer is a public company duly incorporated with limited liability in Thailand Lao PDR and validly existing under the laws of Thailand Lao PDR with full power and authority to own its property and property, conduct its businessbusiness and execute and perform its duties and obligations hereunder; (b) the issue, the offering and the offering of the Bonds, the execution of the Bonds, the authentication of the Bonds (where appropriate) and the issue, the entry into or the delivery by the Issuer of each of the Transaction Documents to which it is a party Document and the performance of the obligations expressed to be assumed thereunder by it thereunder the Issuer have been duly authorised by all necessary corporate or other actions of the Issuer as required by applicable the laws of Lao PDR and are still Thailand (if any) and do not and will not conflict with, or result in full force a breach of, any of its memorandum of association, articles of association or other constitutional documents and effectany laws by which it is bound; (c) the Bonds and each of the Transaction Documents Document to which it the Issuer is a party, when executed executed, authenticated (where appropriate) and delivered as contemplated thereinherein contemplated, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws; (d) there exists no Event of Default and no event has occurred or circumstance arisen which, had the Bonds already been issued, would that may constitute an Event of Default under the Conditions;Conditions and the Issuer is not in breach or default under any Transaction Document; and (e) all consents, approvals, authorisations or other orders of all governmental and/or regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents to which it is a party and the due performance by the Issuer of its obligations under such documents, the issue and offering by the Issuer of the Bonds and the due performance by the Issuer of its obligations thereunder have been duly obtained and are in full force and effect; (f) except as disclosed in the prospectus for the Bonds, the Issuer is not involved in any litigation, arbitration or other proceedings nor, so far as the Issuer is aware of, any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds or the Transaction Documents to which it is a party, or which are otherwise material in the context of the offering of the Bonds; and (g) it is not under liquidation or bankruptcy proceedings and has not taken any corporate action, nor, to the best of the Issuer's knowledge, has any other action been taken or legal proceedings commenced or threatened against it, for its winding-up, bankruptcy, rehabilitation, dissolution, reorganisation, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.

Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative that as at the date hereof and as of the Issue Date: (a) it the Issuer is a public company duly incorporated with limited liability in Thailand and validly existing under ministry responsible for the laws finance sector of Thailand administration of the Government of Lao PDR with full power and authority to own conduct financial activities on behalf of the Government of Lao PDR and to execute and perform its property duties and conduct its businessobligations under the Transaction Documents; (b) the issuecreation of the Bonds, the offering and of the Bonds, the execution of the Bonds, the authentication of the Bonds (where appropriate) and the issue, the entry into or the delivery by the Issuer of each of the Transaction Documents to which it is a party Document and the performance of the obligations expressed to be assumed thereunder by it thereunder the Issuer have been duly authorised by all necessary corporate action required by the laws of Lao PDR and of Thailand and do not and will not conflict with, or other actions result in a breach of, any of the Issuer as required by terms or provisions of the Decree of the Prime Minister Office of Lao PDR on Organization Structure and Activities of Ministry of Finance No. 600/PM, dated 14 October 2021 or any existing law applicable laws and are still in full force and effectto the Issuer; (c) the Bonds and each of the Transaction Documents Document to which it the Issuer is a party, when executed executed, authenticated (where appropriate) and delivered as contemplated thereinherein contemplated, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws; (d) there exists no Event of Default and no event has occurred or circumstance arisen which, had the Bonds already been issued, would that may constitute an Event of Default under the Conditions;Conditions and the Issuer is not in breach or default under any Transaction Document; and (e) all consents, approvals, authorisations or other orders of all regulatory authorities (including, but not limited to, the Ministry of Finance of Thailand and the Office of the SEC) required for or in connection with the execution by the Issuer of the Transaction Documents to which it is a party and the due performance by the Issuer of its obligations under such documents, the issue and offering by the Issuer of the Bonds and the due performance by the Issuer of its obligations thereunder have been duly obtained and are in full force and effect; (f) except as disclosed in the prospectus for the Bonds, the Issuer is not involved in any litigation, arbitration or other proceedings nor, so far as the Issuer is aware of, any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds or the Transaction Documents to which it is a party, or which are otherwise material in the context of the offering of the Bonds; and (g) it is not under liquidation or bankruptcy proceedings and has not taken any corporate action, nor, to the best of the Issuer's knowledge, has any other action been taken or legal proceedings commenced or threatened against it, for its winding-up, bankruptcy, rehabilitation, dissolution, reorganisation, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.

Representations and Warranties by the Issuer. 6.1 The Issuer has been duly incorporated and is validly existing as a public limited company under the laws of the Republic of India and no steps have been taken or proposed to be taken for its winding up, liquidation or receivership under the laws of the Republic of India and has all requisite corporate power and authority to own, operate and conduct its business as described in the Issue Documents and to enter into and perform its obligations under each of the Issue Documents. The Issuer is duly qualified or licensed to transact business in each jurisdiction in which it operates, except to the extent that a failure to be so would amount to a Material Adverse Change. 6.2 The Issuer warrants that all consents, sanctions, clearances, approvals, permissions, licenses, etc., in connection with the Issue as detailed in the Prospectus or required for completing the Prospectus have been obtained or will be obtained and the same shall remain effective and in force until the allotment of all the Equity Shares are completed. 6.3 In addition to any representations of the Issuer under the Draft Prospectus and Prospectus, the Issuer hereby represents and warrants to the Bondholders’ Representative that as at the date hereof and as of the Issue Datethat: (a) it is a public company duly incorporated with limited liability in Thailand has taken all necessary actions to authorize the signing and validly existing under the laws delivery of Thailand with full power and authority to own its property and conduct its businessthis Agreement; (b) the issueDraft Prospectus and the Prospectus comply or will comply, as the case may be, in all material respects with the Companies Act, SEBI Regulations, the offering rules and the execution regulations of the Bonds BSE Ltd and the issue, entry into or delivery by the Issuer of each of the Transaction Documents to which it is a party and the performance of the obligations expressed to be assumed by it thereunder have been duly authorised by all necessary corporate or other actions of the Issuer as required by applicable laws and are still in full force and effectLaws; (c) the Bonds Issuer has been duly incorporated and each is validly existing as a corporation under the laws of India to conduct their business as described the Transaction Documents to which it is a partyDraft Prospectus and Prospectus. No steps have been taken by the Issuer for their winding up, when executed and delivered as contemplated thereinliquidation, will constitute legalinitiation of proceedings or have not received notice under the Sick Industrial Companies (Special Provisions) Act, valid, binding and enforceable obligations 1985 or receivership proceedings under the laws of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws;India. (d) no event has occurred or circumstance arisen whichits Promoter and Promoter Group will not (i) subscribe to any Equity Shares in the Issue, had (ii) provide any financing to any person for subscribing to the Bonds already been issuedIssue; and (iii) provide any financing for the purposes of fulfilment of underwriting obligations, would constitute an Event of Default under the Conditions;if any. (e) Allotment shall be carried out in accordance with all consentsthe applicable laws and regulations in India at the time of such Allotment; (f) Each of the Issue Documents have been duly authorized, approvalsexecuted and delivered by, authorisations and are valid and legally binding obligations of, the Issue and is enforceable against the Issue in accordance with their respective terms. (g) the signing and delivery of this Agreement and the compliance with this Agreement does not violate any law, rule, regulation or agreement, document or instrument binding on or applicable to the Issuer; (h) it will comply with all of its respective obligations set forth in this Agreement; (i) it has not given any mis-statement or information, and / or not given any statement or information which it has ought to have given, nor has it omitted any information that is required to be given. 6.4 In addition to above the Issuer hereby represents and warrants that: (a) it shall ensure compliance with the applicable laws and rules laid down by the SEBI and BSE Ltd w.r.t role of the Issuer in the underwriting process in general and the underwriting process in the Equity Shares of the Issuer in specific; (b) it shall follow fair trade price practices and abide by the code of conducts and ethical standards specified by SEBI, BSE Ltd and other related associations from time to time. (c) except for the disclosures that would appear in the Prospectus or any supplement document thereto to be approved by the Board of Directors or its Committee (a) the Issuer is not in default of the terms of, or there has been no delay in the payment of the principal or the interest under, any indenture, lease, loan, credit or other orders of all regulatory authorities required for agreement or in connection with the execution by instrument to which the Issuer is party to or under which the Issuer's assets or properties are subject to and (b) there has been no notice or communication, written or otherwise, issued by any third party to the Issuer, with respect to any default or violation of the Transaction Documents or seeking acceleration of repayment with respect to any indenture, lease, loan, credit or other agreement or instrument to which it the Issuer is a party have to or under which the Issuer's assets or properties are subject to, nor is there any reason to believe that the issuance of such notice or communication is imminent. (d) the Issuer is not (i) in violation of its articles of association, (ii) except as described in Issue Documents, in default (and there has not been duly obtained any event that has occurred that with the giving of notice or lapse of time or both would constitute a default) in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Issuer is a party or by which it may be bound, or to which any of the property or assets of the Issuer is subject, or (iii) in violation or default (and are there has not been any event that has occurred that with the giving of notice or lapse of time or both would constitute a default) of any law, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuer. (e) except as disclosed in full force the Issue Documents, (i) no labour dispute with the employees of the Issuer exists; and effect;(ii) the Issuer is not aware of any existing labor disturbances by the employees of the Issuer's principal customers, suppliers, contractors or subcontractors; which would result in a Material Adverse Change. (f) except as disclosed in the prospectus for the BondsIssue Documents, the Issuer is has legal, valid and transferable title to all immovable property owned by it and legal and valid title to all other properties owned by it, in each case, free and clear of all mortgages, liens, security interests, claims, restrictions or encumbrances, otherwise secured to any third party except such as do not, singly or in the aggregate, materially affect the value of such property and do not involved in any litigation, arbitration or other proceedings nor, so far as interfere with the Issuer is aware of, any use made and proposed to be made of such litigation, arbitration or other proceeding pending or threatened which, if determined adversely property by the Issuer; and all of the leases and subleases material to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs business of the Issuer under which such properties are held are in full force and effect, and the Issuer has not received any notice of any material claim that has been asserted that is adverse to the rights of the Issuer under any of the leases or on subleases mentioned above, or affecting the ability rights of the Issuer to perform its obligations under the Bonds or the Transaction Documents to which it is a party, or which are otherwise material in the context continued possession of the offering of the Bonds; andleased or subleased premises under any such lease or sublease, except in each case, to hold such property or have such enforceable lease would not result in a Material Adverse Change. (g) it the Issuer has accurately prepared and timely filed, except where a delay or omission is not under liquidation material in the opinion of the Lead Manager, all tax returns, reports and other information which are required to be filed by or bankruptcy proceedings with respect to it or has received extensions with respect thereof. Except as would not have a Material Adverse Change in the opinion of the Lead Manager, the Issuer has paid all taxes required to be paid by it and has not taken any corporate actionother assessment, norfine or penalty levied against it, to the best extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is being contested in good faith and by appropriate proceedings, to the extent such tax, assessment, fine or penalty is disclosed in the Issue Documents. (h) except as disclosed in the Issue Documents, no indebtedness (actual or contingent) and no contract or series of similar contracts (other than employment contracts) is outstanding between the Issuer and (i) any Director or key managerial personnel of the Issuer, or (ii) such Director's knowledge, has any other action been taken or legal proceedings commenced key managerial personnel's spouse or threatened against it, for its winding-up, bankruptcy, rehabilitation, dissolution, reorganisation, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all parents or any of its material assets his or revenues.her children, or

Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative that as at the date hereof and as of the Issue Date: (a) it the Issuer is a public company duly incorporated with limited liability in Thailand and validly existing under the laws of Thailand with full power and authority to own its property and conduct its business; (b) the issue, the offering and the execution of the Bonds and the issue, entry into or delivery by the Issuer of each of the Transaction Documents to which it is a party and the performance of the obligations expressed to be assumed by it thereunder have been duly authorised by all necessary corporate or other actions of the Issuer as required by applicable the laws of Thailand and are still in full force and effect; (c) the Bonds and each of the Transaction Documents to which it is a partyDocuments, when executed and delivered as contemplated thereinherein contemplated, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws; (d) no event has occurred or circumstance arisen which, had the Bonds already been issued, would constitute an Event of Default under the Conditions; (e) all consents, approvals, authorisations authorizations or other orders of all regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents to which it is a party have been duly obtained and are in full force and effect; (f) except as disclosed in the prospectus for the Bonds, the Issuer is not involved in any litigation, arbitration or other proceedings nor, nor so far as the Issuer is aware of, of any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, operations general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds or the Transaction Documents to which it is a partyDocuments, or which are otherwise material in the context of the offering of the Bonds; and (g) it is not under liquidation or bankruptcy proceedings proceeding and has not taken any corporate action, nor, to the best of the Issuer's ’s knowledge, has any other action been taken or legal proceedings proceedings, commenced or threatened against it, for its winding-up, bankruptcy, rehabilitation, dissolution, reorganisationreorganization, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.

Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative that as at the date hereof and as of the Issue Date: (a) it the Issuer is a public company duly incorporated with limited liability in Thailand Lao PDR and validly existing under the laws of Thailand Lao PDR with full power and authority to own its property and property, conduct its businessbusiness and execute and perform its duties and obligations hereunder; (b) the issue, issue and the offering and of the Bonds, the execution of the Bonds, the authentication of the Bonds (where appropriate) and the issue, the entry into or and the delivery by the Issuer of each of the Transaction Documents to which it is a party Document and the performance of the obligations expressed to be assumed thereunder by it thereunder the Issuer have been duly authorised by all necessary corporate or other actions of the Issuer as required by applicable the laws of Lao PDR and are still Thailand and do not and will not conflict with, or result in full force a breach of, any of its memorandum of association, articles of association or other constitutional documents and effectany laws by which it is bound; (c) the Bonds and each of the Transaction Documents Document to which it the Issuer is a party, when executed executed, authenticated (where appropriate) and delivered as contemplated thereinherein contemplated, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws; (d) there exists no Event of Default and no event has occurred or circumstance arisen which, had the Bonds already been issued, would that may constitute an Event of Default under the Conditions;Conditions and the Issuer is not in breach or default under any Transaction Document; and (e) all consents, approvals, authorisations or other orders of all governmental and/or regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents to which it is a party and the due performance by the Issuer of its obligations under such documents, the issue and offering by the Issuer of the Bonds and the due performance by the Issuer of its obligations thereunder have been duly obtained and are in full force and effect; (f) except as disclosed in the prospectus for the Bonds, the Issuer is not involved in any litigation, arbitration or other proceedings nor, so far as the Issuer is aware of, any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds or the Transaction Documents to which it is a party, or which are otherwise material in the context of the offering of the Bonds; and (g) it is not under liquidation or bankruptcy proceedings and has not taken any corporate action, nor, to the best of the Issuer's knowledge, has any other action been taken or legal proceedings commenced or threatened against it, for its winding-up, bankruptcy, rehabilitation, dissolution, reorganisation, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.