Common use of Conditions Precedent to Subscription Clause in Contracts

Conditions Precedent to Subscription. 3.1.1 Subscription to the Notes by the Investor in terms of this Agreement is subject to compliance by the Issuer of the following conditions precedent, to the satisfaction of the Investor: (i) that the Issuer has the necessary power to enter into this Agreement, and that the execution and delivery of this Agreement by the Issuer and Issuing the Notes / Commercial Paper is duly authorized by a resolution of the Board of Directors of the Issuer passed in a meeting; (ii) that the signatories of this Agreement on behalf of the Issuer are duly empowered to sign this Agreement and to bind the Issuer into the covenants and undertakings herein contained or which arise as a consequence of the entering into this Agreement by the Issuer; (iii) completion and fulfilment of all the legal formalities for the documentation and the Issue by the Issuer and the IP Agent; (iv) compliance with all legal requirements and regulations, including compliance with the Regulation and the Guidelines, and all actions / consents including corporate actions for the issuance of the Notes; (v) the IPA Agreement is valid, binding, effective and enforceable against the parties in terms thereof; (vi) the Issuer has obtained a current credit rating of “A-” (long term) and “A-2” (short term) from VIS Credit Rating Company Limited; (vii) the Issuer has issued a certificate that there is no Event of Default or Material Adverse Effect as on the date thereof; (viii) the authorized person of the Issuer has issued a certificate that the Issuer is not in breach of any representation, warranty or covenant made under this Agreement; (ix) the Issuer has a clear eCIB Report (Electronic Credit Information Bureau report of the SBP), evidenced by a current eCIB Report from SBP and which report is not more than 2 (two) months old; (x) that the Issuer has provided copies of the following to the Investor and the IP Agent: (a) SECP certified Memorandum and Articles of Association; (b) SECP certified Certificate of Incorporation; (c) SECP certified latest Form 29 and Form A; (d) Copies of CNIC of all directors duly certified by the Company Secretary; (e) Company Secretary certified list of authorized signatories along with specimens of their signatures; and (f) Company Secretary certified list of directors; (xi) The IP Agent (upon receiving the necessary confirmations /documentation from the Issuer) has issued a certificate stating that: (a) the Issuer has obtained a long term rating of “A-” (A Minus) and a minimum short term rating of “A-2” (A Two) from VIS Credit Rating Company Limited (provided that the same is approved by SBP as a credit rating company); (b) that the aggregate amount of Commercial Paper raised by the Issuer is within the limit, as approved by its Board of Directors; (c) it has verified all the documents submitted by the Issuer i.e. a copy of the resolutions passed by the Board of Directors of the Issuer, signatures of authorized representatives, and certified that the documents are in order; and (d) it has entered into the IPA Agreement with the Issuer which is valid and binding; (xii) that the Issuer has issued irrevocable instructions to the Escrow Agent in the form and substance acceptable to the IP Agent for the operation of the Escrow Account in terms of this Agreement; (xiii) that the Issuer has issued instruction to the Payment Account Bank in form and substance acceptable to the IP Agent for the operation of the Payment Account by the IP Agent in terms of this Agreement; and (xiv) a legal opinion has been obtained from the Transaction Legal Counsel confirming, inter alia, the validity, enforceability and binding effect of the obligations of the relevant parties under IPA Agreement and this Agreement. 3.1.2 The Investor shall confirm to the IP Agent in writing upon all conditions precedent as provided in Clause 3.1 above being met to the satisfaction of the Investor. Upon receipt of such confirmation from the Investor, the IP Agent shall inform the Issuer of the same.

Conditions Precedent to Subscription. 3.1.1 Subscription to the Notes by the Investor Investors in terms of this Agreement is subject to compliance by the Issuer of the following conditions precedent, to the satisfaction of the Investor: (i) that the Issuer has the necessary power to enter into this Agreement, and that the execution and delivery of this Agreement by the Issuer and Issuing issuing the Notes / Commercial Paper is duly authorized by a resolution of the Board of Directors of the Issuer passed in a meetingIssuer; (ii) that the signatories of this Agreement on behalf of the Issuer are duly empowered to sign this Agreement and to bind the Issuer into the covenants and undertakings herein contained or which arise as a consequence of the entering into this Agreement by the Issuer; (iii) completion and fulfilment of all the legal formalities for the documentation and the Issue by the Issuer and the IP Agent; (iv) compliance with all legal requirements and regulations, including compliance with the Regulation Regulations and the Guidelines, and all actions / consents including corporate actions for the issuance of the Notes; (v) the IPA Agreement is valid, binding, effective and enforceable against the parties in terms thereof; (vi) the Issuer has obtained a current credit rating on of “A-” AA+ (Double A plus) (long term) and “A-2” A1+ (A One Plus) (short term) from VIS Pakistan Credit Rating Company LimitedAgency; (vii) the Issuer has issued a certificate that there is no Event of Default or Material Adverse Effect as on of the date thereof; (viii) the authorized person of the Issuer has issued a certificate that the Issuer is not in breach of any representation, warranty or covenant made under this Agreement; (ix) the Issuer has a clear eCIB CIB Report (Electronic Credit Information Bureau report of the SBP), evidenced by a current eCIB CIB Report from SBP and which report is not more than 2 (two) months old; (x) that the Issuer is in compliance with the Prudential Regulations of the SBP (to the extent applicable); (xi) that the Issuer has provided copies of the following to the Investor Investors and the IP Agent: (a) SECP certified Memorandum and Articles of Association; (b) SECP certified Certificate of Incorporation; (c) SECP certified latest Form 29 and Form A; (d) Copies of CNIC of all directors duly certified by the Company Secretary; (e) Company Secretary certified list of authorized signatories along with specimens of their signatures; and (f) Company Secretary certified list of directors; (xixii) The IP Agent (upon receiving the necessary confirmations /documentation / documentation from the Issuer) has issued a certificate stating that: (a) the Issuer has obtained a rating of AA+ (Double A plus) (long term) and “A1+” (A One Plus) (short term) from Pakistan Credit Rating Agency, which satisfies the rating requirement as provided under the Guidelines; (b) the Issuer, with respect to the Issue, has obtained a long-term rating of “A-AA+” (Double A Minusplus) and a minimum short term rating of “A-2A1+” (A TwoOne Plus) [from VIS Pakistan Credit Rating Company Limited Agency (PACRA)], which satisfies the rating requirement as provided that under the same is approved Guidelines; (c) the Issuer has met all regulatory requirements as prescribed by the SECP and SBP (as a credit rating companycommunicated to the Issuer by the IP Agent); (bd) that the aggregate amount of Commercial Paper raised by the Issuer is within the limit, as approved by its Board of Directors, in accordance with the Prudential Regulations; (ce) it has verified all the documents submitted by the Issuer i.e. a copy of the resolutions passed by the Board of Directors of the Issuer, signatures of authorized representatives, and certified that the documents are in order; and (df) it has entered into the IPA Agreement with the Issuer which is valid and binding; (xii) that the Issuer has issued irrevocable instructions to the Escrow Agent in the form and substance acceptable to the IP Agent for the operation of the Escrow Account in terms of this Agreement;. (xiii) that the Issuer has issued instruction to the Payment Account Bank in form and substance acceptable to the IP Agent for the operation of the Payment Account by the IP Agent in terms of this Agreement; and (xiv) a legal opinion has been obtained from the Transaction Legal Counsel confirming, inter alia, the validity, enforceability and binding effect of the obligations of the relevant parties under IPA Agreement and this Agreement. 3.1.2 The Investor Investors shall confirm to the IP Agent in writing upon all conditions precedent as provided in Clause 3.1 above being met to the satisfaction of the Investor. Upon receipt of such confirmation from the Investor, the IP Agent shall inform the Issuer of the same.

Conditions Precedent to Subscription. 3.1.1 Subscription to the Notes by the Investor in terms of this Agreement is subject to compliance by the Issuer of the following conditions precedent, to the satisfaction of the Investor: (i) that the Issuer has the necessary power to enter into this Agreement, and that the execution and delivery of this Agreement by the Issuer and Issuing the Notes / Commercial Paper is duly authorized by a resolution of the Board of Directors of the Issuer passed in a meeting; (ii) that the signatories of this Agreement on behalf of the Issuer are duly empowered to sign this Agreement and to bind the Issuer into the covenants and undertakings herein contained or which arise as a consequence of the entering into this Agreement by the Issuer; (iii) completion and fulfilment of all the legal formalities for the documentation and the Issue by the Issuer and the IP Agent; (iv) compliance with all legal requirements and regulations, including compliance with the Regulation and the Guidelines, and all actions / actions/consents including corporate actions for the issuance of the Notes; (v) the IPA Agreement is valid, binding, effective and enforceable against the parties in terms thereof; (vi) the Issuer has intimated the Financiers along with all Investors about the Issue Amount and Maturity Date and copies of such intimation have been provided to the IP Agent; (vii) the Issuer has obtained a current minimum credit rating of “A-A‐” (long term) and “A-2A2” (short term). The rating should be current and not more than 6 (six) from VIS Credit Rating Company Limited;months old at the time of issue of the Notes. (viiviii) the Issuer has issued a certificate that there is no Event of Default or Material Adverse Effect as on the date thereof; (viiiix) the authorized person of the Issuer has issued a certificate that the Issuer is not in breach of any representation, warranty or covenant made under this Agreement; (ixx) the Issuer has a clear eCIB CIB Report (Electronic Credit Information Bureau report of the SBP), evidenced by a current eCIB CIB Report from SBP and which report is not more than 2 (two) months old; (xxi) that the Issuer is in compliance with the Prudential Regulations of the SBP (to the extent applicable); (xii) that the Issuer has provided copies of the following to the Investor and the IP Agent: (a) SECP certified Memorandum and Articles of Association; (bc) SECP certified Certificate of Incorporation; (cd) SECP certified latest Form 29 and Form ACertificate of Commencement of Business; (d) Copies of CNIC of all directors duly certified by the Company Secretary; (e) Company Secretary certified list of authorized signatories along with specimens of their signatures; and (f) Company Secretary certified list of directors; (xi) The IP Agent (upon receiving the necessary confirmations /documentation from the Issuer) has issued a certificate stating that: (a) the Issuer has obtained a long term rating of “A-” (A Minus) and a minimum short term rating of “A-2” (A Two) from VIS Credit Rating Company Limited (provided that the same is approved by SBP as a credit rating company); (b) that the aggregate amount of Commercial Paper raised by the Issuer is within the limit, as approved by its Board of Directors; (c) it has verified all the documents submitted by the Issuer i.e. a copy of the resolutions passed by the Board of Directors of the Issuer, signatures of authorized representatives, and certified that the documents are in order; and (d) it has entered into the IPA Agreement with the Issuer which is valid and binding; (xii) that the Issuer has issued irrevocable instructions to the Escrow Agent in the form and substance acceptable to the IP Agent for the operation of the Escrow Account in terms of this Agreement; (xiii) that the Issuer has issued instruction to the Payment Account Bank in form and substance acceptable to the IP Agent for the operation of the Payment Account by the IP Agent in terms of this Agreement; and (xiv) a legal opinion has been obtained from the Transaction Legal Counsel confirming, inter alia, the validity, enforceability and binding effect of the obligations of the relevant parties under IPA Agreement and this Agreement. 3.1.2 The Investor shall confirm to the IP Agent in writing upon all conditions precedent as provided in Clause 3.1 above being met to the satisfaction of the Investor. Upon receipt of such confirmation from the Investor, the IP Agent shall inform the Issuer of the same.

Conditions Precedent to Subscription. 3.1.1 Subscription to the Notes by the Investor in terms of this Agreement is subject to compliance by the Issuer of the following conditions precedent, to the satisfaction of the Investor: (i) that the Issuer has the necessary power to enter into this Agreement, and that the execution and delivery of this Agreement by the Issuer and Issuing issuing the Notes / Commercial Paper is duly authorized by a resolution of the Board of Directors of the Issuer passed in a meetingIssuer; (ii) that the signatories of this Agreement on behalf of the Issuer are duly empowered to sign this Agreement and to bind the Issuer into the covenants and undertakings herein contained or which arise as a consequence of the entering into this Agreement by the Issuer; (iii) completion and fulfilment of all the legal formalities for the documentation and the Issue by the Issuer and the IP Agent; (iv) compliance with all legal requirements and regulations, including compliance with the Regulation Regulations and the Guidelines, and all actions / consents including corporate actions for the issuance of the Notes; (v) the IPA Agreement is valid, binding, effective and enforceable against the parties in terms thereof; (vi) the Issuer has obtained a current long-term credit rating of “A-” ‘A+’ (long termA plus) and “A-2” short-term credit rating ‘A1 (short term) A One)’ from VIS Credit Rating Company LimitedPACRA; (vii) the Issuer has issued a certificate that there is no Event of Default or Material Adverse Effect as on of the date thereof; (viii) the authorized person of the Issuer has issued a certificate that the Issuer is not in breach of any representation, warranty or covenant made under this Agreement; (ix) the Issuer has a clear eCIB CIB Report (Electronic Credit Information Bureau report of the SBP), evidenced by a current eCIB CIB Report from SBP and which report is not more than 2 (two) months old; (x) that the Issuer is in compliance with the Prudential Regulations of the SBP (to the extent applicable); (xi) that the Issuer has provided copies of the following to the Investor and the IP Agent: (a) SECP certified Memorandum and Articles of Association; (b) SECP certified Certificate of Incorporation; (c) SECP certified latest Form 29 and Form A; (d) Copies of CNIC of all directors duly certified by the Company Secretary; (e) Company Secretary certified list of authorized signatories along with specimens of their signatures; and (f) Company Secretary certified list of directors; (xixii) The IP Agent (upon receiving the necessary confirmations /documentation / documentation from the Issuer) has issued a certificate stating that: (a) the Issuer has obtained a long rating of ‘A+’ from PACRA with respect to the CP Issue, which satisfies the rating requirement as provided under the Guidelines; (b) the Issuer, with respect to the Issue, has obtained a long-term rating ‘A+’ and a short-term rating of “A-” ‘A1 (A Minus) and a minimum short term rating of “A-2” (A Two) One)’ from VIS Pakistan Credit Rating Company Limited Agency (PACRA), which satisfies the rating requirement as provided that under the same is approved Guidelines; (c) the Issuer has met all regulatory requirements as prescribed by the SECP and SBP (as a credit rating companycommunicated to the Issuer by the IP Agent); (bd) that the aggregate amount of Commercial Paper raised by the Issuer is within the limit, as approved by its Board of Directors, in accordance with the Prudential Regulations; (ce) it has verified all the documents submitted by the Issuer i.e. a copy of the resolutions passed by the Board of Directors of the Issuer, signatures of authorized representatives, and certified that the documents are in order; and (d) it has entered into the IPA Agreement with the Issuer which is valid and binding; (xii) that the Issuer has issued irrevocable instructions to the Escrow Agent in the form and substance acceptable to the IP Agent for the operation of the Escrow Account in terms of this Agreement; (xiii) that the Issuer has issued instruction to the Payment Account Bank in form and substance acceptable to the IP Agent for the operation of the Payment Account by the IP Agent in terms of this Agreement; and (xiv) a legal opinion has been obtained from the Transaction Legal Counsel confirming, inter alia, the validity, enforceability and binding effect of the obligations of the relevant parties under IPA Agreement and this Agreement. 3.1.2 The Investor shall confirm to the IP Agent in writing upon all conditions precedent as provided in Clause 3.1 above being met to the satisfaction of the Investor. Upon receipt of such confirmation from the Investor, the IP Agent shall inform the Issuer of the same.