Common use of Conditions to the Manager’s Obligations Clause in Contracts

Conditions to the Manager’s Obligations. The obligations of the Manager to purchase and pay for the Securities on the Closing Date are subject to the performance by the Issuer and the Guarantor of each of their respective obligations hereunder and to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) the Notes shall have been rated BBB by Standard & Poor's Ratings Service and Baa2 by Moody's Investors Service (each, a "Rating Agency"); (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Issuer or the Guarantor or any of the Notes or any securities of either the Issuer or the Guarantor or in the rating outlook for either of the Issuer or the Guarantor by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Guarantor and the Issuer, taken as a whole, from that set forth in the Final Circular that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Final Circular. (b) The Manager shall have received from each of the Issuer and the Guarantor on the Closing Date a certificate, dated the Closing Date and signed by an executive officer thereof, to the effect set forth in Section 5(a)(i) and to the effect that its representations and warranties in this Agreement are true and correct as of the Closing Date and that it has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Manager shall have received on the Closing Date an opinion of Harney Westwood & Riegels LLP, British Virgin Islands counsel for txx Issuer, dated the Closing Date, to the effect set forth in Exhibit A. Such opinion shall be rendered to the Manager at the request of the Issuer and shall so state therein. (d) The Manager shall have received on the Closing Date an opinion of Davis Polk & Wardwell, U.S. counsel for the Issuer and the Guarantox, xxted xxx Xxxsing Date, to the effect set forth in Exhibit B. Such opinion shall be rendered to the Manager at the request of the Guarantor and shall so state therein. (e) The Manager shall have received on the Closing Date an opinion of Simmons & Simmons, Hong Kong counsel for the Issuer and the Guarantxx, dxxxx xxe Closing Date, to the effect set forth in Exhibit C. Such opinion shall be rendered to the Manager at the request of the Guarantor and shall so state therein. (f) The Manager shall have received on the Closing Date an opinion of Allen & Overy, U.S. counsel for the Manager, dated the Closing Date, xx xxx effect set forth in Exhibit D. (g) The Manager shall have received on each of the date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, from KPMG, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in each Circular substantially in the form attached hereto as Exhibit E; provided that the letter delivered on the Closing Date shall use a "cut-off date" not earlier than the date hereof. (h) DTC shall have approved the form of the Securities and each of DTC, the Issuer and the Guarantor shall have executed a letter of representations with respect to the Securities and such letter shall be in full force and effect. (i) The Indenture shall have been duly executed and delivered and shall be in full force and effect, and true and complete copies thereof shall have been delivered to the Manager. (j) The Securities shall have been duly executed and delivered and shall be in full force and effect, and true and complete copies thereof shall have been delivered to the Manager. (k) On or prior to the Closing Date, the Guarantor and the Issuer shall have furnished to each of you such further certificates and documents as you may reasonably request.

Conditions to the Manager’s Obligations. The obligations of the Manager under this Agreement shall be subject to purchase the accuracy of the representations and pay for the Securities warranties on the Closing Date are subject part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time and Settlement Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Issuer and the Guarantor Company of each of their its respective obligations hereunder and to the following additional conditions: (a) Subsequent The Prospectus, and any supplement thereto have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Securities; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Section 3(y) of this Agreement; any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Xxxxxxx X. Xxxxxxx, Associate General Counsel—Capital Markets of the Company, to have furnished to the execution Manager, on each Representation Date an opinion, dated as of such date and delivery addressed to the Manager, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Manager may reasonably require. (c) The Manager shall have received on each date specified in Section 3(o), such opinion or opinions of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Manager, dated such date and addressed to the Manager, with respect to the sale of the Securities, the Registration Statement, the Prospectus, the Disclosure Package and other related matters as the Manager may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Manager, on each Representation Date a certificate of the Company, signed, in the case of the Company, by the Chairman, any Vice Chairman, the President, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Controller or any Deputy Controller and by the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, the Disclosure Package and any supplements or amendments thereto, and this Agreement and prior to the Closing Datethat: (i) the Notes shall have been rated BBB by Standard & Poor's Ratings Service representations and Baa2 by Moody's Investors Service (each, a "Rating Agency")warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) there shall not have occurred any downgrading, nor shall no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible changeinstituted or, in the rating accorded the Issuer or the Guarantor or any of the Notes or any securities of either the Issuer or the Guarantor or in the rating outlook for either of the Issuer or the Guarantor by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Actto their knowledge, threatened; and (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto). (e) The Company shall have requested and caused KPMG LLP to have furnished to the Manager, on and as of on every date specified in Section 3(p) of this Agreement and to the extent requested by the Manager in connection with any offering of the Securities, customary “comfort letters” that are satisfactory in content and form to the Manager. (f) Subsequent to the date hereof or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any supplement thereto), there shall not have occurred been (i) any change or decrease specified in the letter or letters referred to in paragraph (c) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition, condition (financial or otherwise), or in the earnings, business or operations properties of the Guarantor Company and the Issuerits subsidiaries, taken as a whole, whether or not arising from that transactions in the ordinary course of business, except as set forth in or contemplated in the Final Circular thatDisclosure Package and the Prospectus (exclusive of any supplement thereto) the effect of which, in your judgmentany case referred to in clause (i) or (ii) above, is is, in the sole judgment of the Manager after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and that makes it, in your judgment, impracticable the Prospectus (exclusive of any supplement thereto) and any Issuer Free Writing Prospectus. (g) The Company shall have made application to market list the Securities on the terms and in the manner contemplated in the Final CircularNYSE. (bh) The Manager Prior to each Settlement Date, the Company shall have received from each furnished to the Manager such further information, certificates and documents as the Manager may reasonably request. If any of the Issuer conditions specified in this Section 6 shall not have been fulfilled when and the Guarantor on the Closing Date a certificate, dated the Closing Date and signed by an executive officer thereof, to the effect set forth in Section 5(a)(i) and to the effect that its representations and warranties as provided in this Agreement are true and correct as with respect to the offering of the Closing Date and that it has complied in all material respects with all Securities, or if any of the agreements opinions and satisfied all of the conditions on its part to certificates mentioned above or elsewhere in this Agreement shall not be performed or satisfied hereunder on or before the Closing Date. The officers signing reasonably satisfactory in form and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Manager shall have received on the Closing Date an opinion of Harney Westwood & Riegels LLP, British Virgin Islands counsel for txx Issuer, dated the Closing Date, to the effect set forth in Exhibit A. Such opinion shall be rendered substance to the Manager at the request of the Issuer and shall so state therein. (d) The Manager shall have received on the Closing Date an opinion of Davis Polk & Wardwell, U.S. counsel for the Issuer and the Guarantox, xxted xxx Xxxsing Date, to the effect set forth in Exhibit B. Such opinion shall be rendered to the Manager at the request of the Guarantor and shall so state therein. (e) The Manager shall have received on the Closing Date an opinion of Simmons & Simmons, Hong Kong counsel for the Issuer and the Guarantxx, dxxxx xxe Closing Date, to the effect set forth in Exhibit C. Such opinion shall be rendered to the Manager at the request of the Guarantor and shall so state therein. (f) The Manager shall have received on the Closing Date an opinion of Allen & Overy, U.S. counsel for the Manager, dated the Closing Date, xx xxx effect set forth in Exhibit D. (g) The Manager shall have received on each this Agreement and all obligations of the date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case Manager hereunder may be, from KPMG, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters be canceled with respect to such offering at, or at any time prior to, any Settlement Date by the financial statements and certain financial information contained in each Circular substantially in the form attached hereto as Exhibit E; provided that the letter delivered on the Closing Date Manager. Notice of such cancellation shall use a "cut-off date" not earlier than the date hereof. (h) DTC shall have approved the form of the Securities and each of DTC, the Issuer and the Guarantor shall have executed a letter of representations with respect be given to the Securities and such letter Company in writing or by telephone, electronic mail or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be in full force and effect. (i) The Indenture shall have been duly executed and delivered and shall be in full force and effectat the office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, and true and complete copies thereof shall have been delivered to counsel for the Manager, at Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, by 9:00 a.m. (New York Time) on each such date as provided in this Agreement. (j) The Securities shall have been duly executed and delivered and shall be in full force and effect, and true and complete copies thereof shall have been delivered to the Manager. (k) On or prior to the Closing Date, the Guarantor and the Issuer shall have furnished to each of you such further certificates and documents as you may reasonably request.

Conditions to the Manager’s Obligations. The obligations of the Manager under this Agreement shall be subject to purchase the accuracy of the representations and pay for the Securities warranties on the Closing Date are subject part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time and Settlement Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Issuer and the Guarantor Company of each of their its respective obligations hereunder and to the following additional conditions: (a) Subsequent The Prospectus, and any supplement thereto have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Securities; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Section 3(z) of this Agreement; any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Xxxxxxx X. Xxxxxxx, Associate General Counsel—Capital Markets of the Company, to have furnished to the execution Manager, on each Representation Date an opinion, dated as of such date and delivery addressed to the Manager, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Manager may reasonably require. (c) The Manager shall have received on each date specified in Section 3(o), such opinion or opinions of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Manager, dated such date and addressed to the Manager, with respect to the sale of the Securities, the Registration Statement, the Prospectus, the Disclosure Package and other related matters as the Manager may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Manager, on each Representation Date a certificate of the Company, signed, in the case of the Company, by the Chairman, any Vice Chairman, the President, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Controller or any Deputy Controller and by the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, the Disclosure Package and any supplements or amendments thereto, and this Agreement and prior to the Closing Datethat: (i) the Notes shall have been rated BBB by Standard & Poor's Ratings Service representations and Baa2 by Moody's Investors Service (each, a "Rating Agency")warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) there shall not have occurred any downgrading, nor shall no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible changeinstituted or, in the rating accorded the Issuer or the Guarantor or any of the Notes or any securities of either the Issuer or the Guarantor or in the rating outlook for either of the Issuer or the Guarantor by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Actto their knowledge, threatened; and (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto). (e) The Company shall have requested and caused KPMG LLP to have furnished to the Manager, on and as of on every date specified in Section 3(p) of this Agreement and to the extent requested by the Manager in connection with any offering of the Securities, customary “comfort letters” that are satisfactory in content and form to the Manager. (f) Subsequent to the date hereof or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any supplement thereto), there shall not have occurred been (i) any change or decrease specified in the letter or letters referred to in paragraph (c) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition, condition (financial or otherwise), or in the earnings, business or operations properties of the Guarantor Company and the Issuerits subsidiaries, taken as a whole, whether or not arising from that transactions in the ordinary course of business, except as set forth in or contemplated in the Final Circular thatDisclosure Package and the Prospectus (exclusive of any supplement thereto) the effect of which, in your judgmentany case referred to in clause (i) or (ii) above, is is, in the sole judgment of the Manager after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and that makes it, in your judgment, impracticable the Prospectus (exclusive of any supplement thereto) and any Issuer Free Writing Prospectus. (g) The Company shall have made application to market list the Securities on the terms and in the manner contemplated in the Final CircularNYSE. (bh) The Manager Prior to each Settlement Date, the Company shall have received from each furnished to the Manager such further information, certificates and documents as the Manager may reasonably request. If any of the Issuer conditions specified in this Section 6 shall not have been fulfilled when and the Guarantor on the Closing Date a certificate, dated the Closing Date and signed by an executive officer thereof, to the effect set forth in Section 5(a)(i) and to the effect that its representations and warranties as provided in this Agreement are true and correct as with respect to the offering of the Closing Date and that it has complied in all material respects with all Securities, or if any of the agreements opinions and satisfied all of the conditions on its part to certificates mentioned above or elsewhere in this Agreement shall not be performed or satisfied hereunder on or before the Closing Date. The officers signing reasonably satisfactory in form and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Manager shall have received on the Closing Date an opinion of Harney Westwood & Riegels LLP, British Virgin Islands counsel for txx Issuer, dated the Closing Date, to the effect set forth in Exhibit A. Such opinion shall be rendered substance to the Manager at the request of the Issuer and shall so state therein. (d) The Manager shall have received on the Closing Date an opinion of Davis Polk & Wardwell, U.S. counsel for the Issuer and the Guarantox, xxted xxx Xxxsing Date, to the effect set forth in Exhibit B. Such opinion shall be rendered to the Manager at the request of the Guarantor and shall so state therein. (e) The Manager shall have received on the Closing Date an opinion of Simmons & Simmons, Hong Kong counsel for the Issuer and the Guarantxx, dxxxx xxe Closing Date, to the effect set forth in Exhibit C. Such opinion shall be rendered to the Manager at the request of the Guarantor and shall so state therein. (f) The Manager shall have received on the Closing Date an opinion of Allen & Overy, U.S. counsel for the Manager, dated the Closing Date, xx xxx effect set forth in Exhibit D. (g) The Manager shall have received on each this Agreement and all obligations of the date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case Manager hereunder may be, from KPMG, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters be canceled with respect to such offering at, or at any time prior to, any Settlement Date by the financial statements and certain financial information contained in each Circular substantially in the form attached hereto as Exhibit E; provided that the letter delivered on the Closing Date Manager. Notice of such cancellation shall use a "cut-off date" not earlier than the date hereof. (h) DTC shall have approved the form of the Securities and each of DTC, the Issuer and the Guarantor shall have executed a letter of representations with respect be given to the Securities and such letter Company in writing or by telephone, electronic mail or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be in full force and effect. (i) The Indenture shall have been duly executed and delivered and shall be in full force and effectat the office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, and true and complete copies thereof shall have been delivered to counsel for the Manager, at Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, by 9:00 a.m. (New York Time) on each such date as provided in this Agreement. (j) The Securities shall have been duly executed and delivered and shall be in full force and effect, and true and complete copies thereof shall have been delivered to the Manager. (k) On or prior to the Closing Date, the Guarantor and the Issuer shall have furnished to each of you such further certificates and documents as you may reasonably request.

Conditions to the Manager’s Obligations. The obligations of the Manager to purchase and pay for the Firm Securities on the Closing Date are subject to the performance by the Issuer and the Guarantor of each of their respective obligations hereunder and to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) the Notes shall have been rated BBB by Standard & Poor's Ratings Service and Baa2 by Moody's Investors Service (each, a "Rating Agency"); (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Issuer or the Guarantor or any of the Notes or any Guarantor's securities of either the Issuer or the Guarantor or in the rating outlook for either of the Issuer or the Guarantor by any "nationally internationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and; (iiiii) there shall not have occurred any change, change or any development involving or event reasonably likely to involve a prospective change, change in the condition, financial or otherwise, or in the earnings, business or operations of the Guarantor and the Issuerits subsidiaries, taken as a whole, from that set forth in the Final Circular whole that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated contemplated; and (iii) there shall not have occurred any event making the representations and warranties of the Company and the Guarantor in this Agreement in the Final Circularjudgment of the Manager materially untrue or incorrect as though given and made on the Closing Date and the Company or the Guarantor, as applicable shall each have performed all the obligations to be performed by it under this Agreement. (b) The Manager shall have received from each of the Issuer and the Guarantor on the Closing Date (i) a certificate, dated the Closing Date and signed by an executive officer thereofof the Company, to the effect set forth in Section 5(a)(i) and to that the effect that its representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that it the Company has complied in all material respects with all of the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date; and (ii) a certificate, dated the Closing Date and signed by an executive officer of the Guarantor, to the effect that the representations and warranties of the Guarantor contained in this Agreement are true and correct as of the Closing Date and that the Guarantor has complied with all of the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Manager shall have received on the Closing Date an (i) the letter and opinion of Harney Westwood Cahill Gordon & Riegels Reindel, LLP, British Virgin Islands outside U.S. counsel for txx Issuerthe Company anx Xxxxxxxxx, dated and (xx) xhe opinions of (A) Jean Duval, General Counsel for the Guarantor, (B) Clifford Chance, oxxxxxx X.X. counsel for the Guarantor and Company, (X) X&X Goodbody Solicitors, outside Irish counsel for the Guarantor, and (D) Conyers Dill & Pearman, outside special Bermuda counsel for the Compaxx, xx exxx casx xxxxx the Closing Date, Date and in form and substance satisfactory to the effect set forth in Exhibit A. Such opinion shall be rendered to the Manager at the request of the Issuer and shall so state thereinManager. (d) The Manager shall have received on the Closing Date an the opinion of Davis Polk Cleary, Gottlieb, Steen & WardwellHamilton, outside U.S. counsel for the Issuer and the Guarantox, xxted xxx Xxxsing Date, to the effect set forth in Exhibit B. Such opinion shall be rendered to the Manager at the request of the Guarantor and shall so state therein. (e) The Manager shall have received on the Closing Date an opinion of Simmons & Simmons, Hong Kong counsel for the Issuer and the Guarantxx, dxxxx xxe Closing Date, to the effect set forth in Exhibit C. Such opinion shall be rendered to the Manager at the request of the Guarantor and shall so state therein. (f) The Manager shall have received on the Closing Date an opinion of Allen & Overy, U.S. U.K. counsel for the Manager, dated datex xxx Clxxxxx Xxte and in form and substance satisfactory to the Closing Date, xx xxx effect set forth in Exhibit D.Manager. (ge) The Manager shall have received on each of the date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Manager, from KPMG, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in each Circular substantially in or incorporated by reference into the form attached hereto as Exhibit EMemorandum; provided that the letter delivered on the Closing Date shall use a "cut-off date" not earlier than the date hereof. (hf) DTC The Indenture shall have approved been executed and delivered on or before the form Closing Date by or on behalf of all the parties thereto. (g) Admission of the Securities on or before the Closing Date subject only to their issue and each the receipt of DTCformal approval of the Memorandum by the Listing Authorities. (h) The Guarantor shall have consummated the offering and sale (the "Share Offering") of at least 30,000,000 Ordinary Shares, par value 5 Euro cents per share (the Issuer "Ordinary Shares"), pursuant to a subscription agreement dated as of the date hereof between the Manager and the Guarantor shall have executed a letter of representations with respect to (the Securities and such letter shall be in full force and effect"Shares Subscription Agreement"). (i) The Indenture Manager shall have been duly executed received copies of consents of the holders of a majority in aggregate principal amount of each of (i) the 9.56% Guaranteed Notes due 28 June 2004 issued by the Guarantor's indirect subsidiary, Elan Pharmaceutical Investments II, Ltd. and delivered and shall be in full force and effect, and true and complete copies thereof shall have been delivered to the Manager. (j) The Securities shall have been duly executed and delivered and shall be in full force and effect, and true and complete copies thereof shall have been delivered to the Manager. (k) On or prior to the Closing Date, guaranteed by the Guarantor and (ii) the Issuer shall have furnished Series B and Series C Guaranteed Notes due 15 March 2005 issued by the Guarantor's indirect subsidiary, Elan Pharmaceutical Investments III, Ltd. and guaranteed by the Guarantor to each the issuance of the Securities. The obligation of the Manager to purchase Additional Securities hereunder is subject to the delivery to you on the applicable Option Closing Date of such further certificates and documents as you may reasonably requestrequest with respect to the good standing of the Company and the Guarantor, the due authorization, execution and authentication and issuance of the Additional Securities to be sold on such Option Closing Date (including the related Guarantees) and other matters related to the execution, authentication and issuance of such Additional Securities. In the event that any of the foregoing conditions is not satisfied on or before the Closing Date, this Agreement shall (subject as mentioned below) terminate and the parties to this Agreement shall be under no further liability or obligation arising out of this Agreement save that the provisions of Sections 7, 12 and 13 shall survive termination. You may at your discretion and by notice to the Company and the Guarantor waive compliance with any of the foregoing conditions or part of them.

Conditions to the Manager’s Obligations. The obligations of the Manager to purchase and pay for the Securities on the Closing Date are subject to the performance by the Issuer and the Guarantor of each of their respective obligations hereunder and to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) the Notes shall have been rated BBB "BBB" by Standard & Poor's Ratings Service, "Baa2" by Xxxxx'x Investors Service and Baa2 "BBB+" by Moody's Investors Service (each, a "Rating Agency")Fitch Ratings; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Issuer or the Guarantor or any of the Notes or any securities of either the Issuer or the Guarantor or in the rating outlook for either of the Issuer or the Guarantor by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; Act (other than notice given by Fitch Ratings and disclosed to the Manager prior to the date hereof), and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Guarantor and the Issuer, taken as a whole, from that set forth in the Final Circular that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Final Circular. (b) The Manager shall have received from each of the Issuer and the Guarantor on the Closing Date a certificate, dated the Closing Date and signed by an executive officer thereof, to the effect set forth in Section Sections 5(a)(i) and (ii) and to the effect that its representations and warranties in this Agreement are true and correct as of the Closing Date and that it has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Manager shall have received on the Closing Date an opinion of Harney Xxxxxx Westwood & Riegels LLPRiegels, British Virgin Islands counsel for txx the Issuer, dated the Closing Date, to the effect set forth in Exhibit A. Such opinion shall be rendered to the Manager at the request of the Issuer and shall so state therein. (d) The Manager shall have received on the Closing Date an opinion of Davis Polk Xxxxx Xxxx & WardwellXxxxxxxx, U.S. counsel for the Issuer and the GuarantoxGuarantor, xxted xxx Xxxsing dated the Closing Date, to the effect set forth in Exhibit B. Such opinion shall be rendered to the Manager at the request of the Guarantor and shall so state therein. (e) The Manager shall have received on the Closing Date an opinion of Simmons Xxxxxxx & SimmonsXxxxxxx, Hong Kong counsel for the Issuer and the GuarantxxGuarantor, dxxxx xxe dated the Closing Date, to the effect set forth in Exhibit C. Such opinion shall be rendered to the Manager at the request of the Guarantor and shall so state therein. (f) The Manager shall have received on the Closing Date an opinion of Allen Xxxxx & Overy, U.S. counsel for the Manager, dated the Closing Date, xx xxx to the effect set forth in Exhibit D. (g) The Manager shall have received on each of the date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, from KPMG, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in each Circular substantially in the form attached hereto as Exhibit E; provided that the letter delivered on the Closing Date shall use a "cut-off cutoff date" not earlier than the date hereof. (h) DTC shall have approved the form of the Securities and each of DTC, the Issuer and the Guarantor shall have executed a letter of representations with respect to the Securities and such letter shall be in full force and effect. (i) The Indenture shall have been duly executed and delivered and shall be in full force and effect, and true and complete copies thereof shall have been delivered to the Manager. (j) The Securities shall have been duly executed and delivered and shall be in full force and effect, and true and complete copies thereof shall have been delivered to the Manager. (k) On or prior to the Closing Date, the Guarantor and the Issuer shall have furnished to each of you such further certificates and documents as you may reasonably request.