MODEL DOCUMENTATION 30 December 2013

Transcription

1 MODEL DOCUMENTATION 30 December 2013 Corporate bond markets need to be developed, inter alia, to encourage increasing the number of companies issuing debt instruments as an alternative source of financing and to provide investors with more alternative investment possibilities. The documentation provides a platform for drafting terms and conditions for bond issues by a non-investment grade issuer. The documentation includes alternative model terms and conditions that can be used where applicable. The model terms are also intended to form a basis for discussion in planning an issue and thus improve the efficiency of the bond markets. The aim is also to decrease issuers' and investors' costs related to the documentation by facilitating the development of best bond market practices on market terms. The model documentation is not binding on any party. The model documentation consists of two parts: A template including model terms and conditions (other than commercial undertakings) for a non-investment grade issue. A list of alternative model conditions for commercial undertakings (Model Terms for General Undertakings). Model terms and conditions for non-commercial parts include essential choices that need to be made based on the characteristics of the planned issue. In addition to specific explanations included in the document, the following is to be noted: It is assumed in the template that a third party agent represents the bondholders and the bond is entered into the book-entry system. The terms and conditions necessitate elections to made on key matters such as whether the issued notes are listed on the stock exchange or an alternative market (such as First North) as well as whether the loan is secured or guaranteed. The terms and conditions require no modification if retail investors are included in the issue to widen investor base. The list of alternative model conditions for commercial undertakings is not meant to be included in all issues and the content of the list does not indicate or imply any attempt to standardize commercial undertakings to be included in the terms of non-investment grade issues. The purpose is solely to provide model wordings for some possible undertakings. The need for undertakings varies between secured and unsecured issues. Undertakings need to take into consideration the financial position, financing structure and future financing needs of the issuer and allow for the flexibility needed for the issuer's business. Including an undertaking in a specific issue is a decision that is subject to commercial negotiation between the parties and requires that the undertaking in question is relevant and balanced in the context of the particular issue and with respect to the issuer in question. Typically, only few financial undertakings are used in a single issue, if any. The Confederation of Finnish Industries (EK) and the Advisory Board of Listed Companies established a working group to draft model terms and undertakings to facilitate the development of the Finnish corporate bond market as an alternative source of corporate finance, and especially focusing on non-investment grade issues. Swedish and Norwegian market practices were benchmarked by the working group. The working group included representatives of EK, issuers, bond investors, banks involved in arranging bond issuances and law firms. A public consultation was also organized on the final draft by the working group. These documents, dated xxx December 2013 are the result of this work.

2 MODEL TERMS AND CONDITIONS 30 December 2013 [Individual parties are always free to depart from the terms and conditions in this document and should always ascertain that they understand the implications of its use.] [The purpose and use of this document is described in a separate cover sheet. These terms and conditions have been drafted assuming that the issuer is a private or public limited liability company, the Notes are denominated in euro and issued in the Finnish book-entry securities system. If the issuer is in a legal form other than a limited liability company or Notes denominated in another currency or not issued in the Finnish book-entry securities system, these terms and conditions will have to be amended accordingly.] [Logo] TERMS AND CONDITIONS 1 FOR [ISSUER] [[UP TO] EUR [ ]] [SENIOR UNSECURED / SENIOR SECURED] [FIXED / FLOATING] RATE NOTES ISIN: FI[ ] [Appropriate disclaimers to be included] 2 A working group established by the Confederation of Finnish Industries ( EK ) has prepared these outline Terms and Conditions. EK accepts no legal liability of the usage of these Terms and Conditions and recommends that issuers and lenders should always have the benefit of independent legal advice. EK consents to the use and reproduction of this document for issuances of debt securities. EK does not consent to the use, reproduction, distribution or communication to the public of this document for any other purpose, in any other manner and expressly reserves all other rights. Confederation of Finnish Industries. All rights reserved. 1 This document does not contain terms and conditions for the offering or subscription of the Notes. The users of this document should familiarise themselves with and observe the requirements applicable to the offering and/or listing of the Notes, e.g. where applicable Commission Regulation (EC) No 809/2004, as amended, regulating the content of an offering or listing prospectus. 2 If the Terms and Conditions are available as a separate document in accordance with Clause 10.3, the need to include in these Terms and Conditions disclaimers typically set out in prospectuses should be considered.

3 MODEL TERMS AND CONDITIONS 30 December 2013 TABLE OF CONTENTS 1. DEFINITIONS AND CONSTRUCTION ISSUANCE AND STATUS OF THE NOTES USE OF PROCEEDS [CONDITIONS FOR DISBURSEMENT] NOTES IN BOOK-ENTRY FORM PAYMENTS IN RESPECT OF THE NOTES INTEREST REDEMPTION AND REPURCHASE OF THE NOTES [TRANSACTION SECURITY AND GUARANTEE] INFORMATION TO NOTEHOLDERS GENERAL UNDERTAKINGS ACCELERATION OF THE NOTES DISTRIBUTION OF PROCEEDS RIGHT TO ACT ON BEHALF OF A NOTEHOLDER DECISIONS BY NOTEHOLDERS NOTEHOLDERS MEETING WRITTEN PROCEDURE AMENDMENTS AND WAIVERS APPOINTMENT AND REPLACEMENT OF THE AGENT NO DIRECT ACTIONS BY NOTEHOLDERS PRESCRIPTION NOTICES AND PRESS RELEASES [FORCE MAJEURE AND LIMITATION OF LIABILITY GOVERNING LAW AND JURISDICTION... 31

4 MODEL TERMS AND CONDITIONS 30 December (34) 1. DEFINITIONS AND CONSTRUCTION 1.1 Definitions In these terms and conditions (the Terms and Conditions ): Accounting Principles means [international financial reporting standards (IFRS) within the meaning of Regulation 1606/2002/EC on the application of international accounting standards (or as otherwise adopted or amended from time to time, except where specifically stated to refer to such standards as in force on the [First] Issue Date)]/[the generally accepted accounting principles, standards and practices in Finland as applied by the Issuer in preparing its annual [consolidated] financial statements]. Adjusted Nominal Amount means the Total Nominal Amount less the Nominal Amount of all Notes owned by a Group Company [or an Affiliate of the Issuer], irrespective of whether such Group Company [or an Affiliate of the Issuer] is directly registered as owner of such Notes. Affiliate means, in relation to any specified Person, another Person directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purpose of this definition, control when used with respect to any Person means the power to direct the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agency Agreement means the agency agreement entered into on or before the [First] 3 Issue Date, between the Issuer and [name of the initial Agent], or any replacement agency agreement entered into after the [First] Issue Date between the Issuer and a replacing Agent. Agent means [Name], incorporated under the laws of [Jurisdiction] with corporate registration number [number], acting for and on behalf of the Noteholders in accordance with these Terms and Conditions, or another party replacing it, as Agent, in accordance with these Terms and Conditions. [ Applicable Premium 4 means the higher of: [1.00/[ ]] per cent. of the Nominal Amount; and an amount equal to (i) (ii) [100/[ ]] per cent. of the Nominal Amount [plus [ ] per cent. of the Interest Rate (calculated on the Nominal Amount for one year)]; plus all remaining scheduled Interest payments [(assuming that the Interest Rate for the period from the relevant Redemption Date to the [First Call Date/Final Maturity Date] will be equal to the Interest Rate in effect on the 3 If the Subsequent Notes mechanism is not included in these Terms and Conditions, references to First Issue Date should be replaced with the term Issue Date and Initial Notes and Subsequent Notes should be replaced with Notes. Additionally, the definition of Issuance Certificate and any references to the same may then be removed. 4 Used in Clauses and 12.6.

5 MODEL TERMS AND CONDITIONS 30 December (34) date on which the applicable notice of redemption is given)] on the Note until the [First Call Date/Final Maturity Date] (but excluding accrued but unpaid Interest up to the relevant Redemption Date), discounted (for the time period starting from the relevant Redemption Date to the [First Call Date/Final Maturity Date] or the relevant Interest Payment Date, as the case may be) using a discount rate equal to the yield to maturity of [Bundesobligation]/[the Finnish Government Bond] with a maturity date on or about the [First Call Date/Final Maturity Date] plus [0.50] per cent., minus (iii) the Nominal Amount. [The Applicable Premium shall be calculated and determined by [ ].]] Book-Entry Securities System means the [RM/OM] system being part of the bookentry register maintained by the CSD or any other replacing book-entry securities system. Book-Entry System Act means the Finnish Act on Book-Entry System and Clearing Operations (Fin: Laki arvo-osuusjärjestelmästä ja selvitystoiminnasta 749/2012, as amended). Business Day means a day on which the deposit banks are generally open for business in Helsinki. Business Day Convention means [the first following day that is a CSD Business Day] / [the first following day that is a CSD Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a CSD Business Day]. [ Change of Control Event 5 means the occurrence of an event or series of events whereby [one or more Persons, [not being the present shareholders (or an Affiliate of the present shareholders),] acting in concert (Fin: yksissä tuumin toimiminen), acquire control over]/[the [present controlling shareholder(s)] cease to control] the Issuer and where control means acquiring or controlling, directly or indirectly, more than [50] per cent of the total voting rights represented by the shares of the Issuer (being votes which are capable of being cast at general meetings of shareholders), or the right to, directly or indirectly, appoint or remove at least a majority of the members of the board of directors of the Issuer.] CSD means Euroclear Finland Oy, business identity code , Urho Kekkosen katu 5 C, P.O. Box 1110, Helsinki, Finland or any entity replacing the same as a central securities depository. 5 A shareholder in a listed company has to make a mandatory takeover bid when the voting rights held by the same exceed 30 or 50 per cent of the total voting rights in the company. The definition should be revised if it is intended to be applied in connection with the mandatory takeover bid.

6 MODEL TERMS AND CONDITIONS 30 December (34) CSD Business Day means a day on which the Book-Entry Securities System is open in accordance with the regulations of the CSD. 6 [ Debt Instruments means bonds, notes or other debt securities (however defined), which are or are intended to be or capable of being quoted, listed, traded or otherwise admitted to trading on a regulated market or multilateral trading facility (each as defined in Directive 2004/39/EC on markets in financial instruments)] 7. Euro and EUR means the single currency of the participating member states in accordance with the legislation of the European Community relating to Economic and Monetary Union. [ EURIBOR means: the applicable percentage rate per annum displayed on Reuters screen EURIBOR01 (or through another system or website replacing it) as of or around a.m. (Brussels time) on the Quotation Day for the offering of deposits in Euro and for a period comparable to the relevant Interest Period; or if no screen rate is available for the relevant Interest Period, the arithmetic mean of the rates (rounded upwards to four decimal places), as supplied to the Issuing Agent at its request quoted by [[bank], [bank], and [bank] (or such other banks as may be appointed by the Issuing Agent in consultation with the Issuer)] / [banks reasonably selected by the Issuing Agent], for deposits of EUR 10,000,000 for the relevant period; or if no quotation is available pursuant to paragraph, the interest rate which according to the reasonable assessment of the Issuing Agent best reflects the interest rate for deposits in Euro offered for the relevant period[; and if any such rate is below zero, EURIBOR will be deemed to be zero 8 ].] Event of Default means an event or circumstance specified in paragraphs to ([ ]) of Clause Final Maturity Date means [ ]. Finance Documents means these Terms and Conditions, [each Issuance Certificate,] [the Security Documents] [, the Guarantee] and any other document designated by the Issuer and the Agent as a Finance Document. 9 6 The business hours of the OM and RM systems are not similar. In the OM system, the registration days are basically all days on which the deposit banks are generally open for the public in Finland for the purpose of carrying banking business. As for the RM system, the system is open when also the TARGET2 subsystem is being operated. The Managing Director of Euroclear Finland may, however, for special reasons change the opening hours of the systems from the said principal rules with certain limitations. 7 Used only in Clause (d). 8 To be verified that the proposed wording works with possible interest rate hedging. 9 Agency Agreement is not a Finance Document but the liabilities under the Agency Agreement enjoy priority according to the waterfall in Clause 13.1.

7 MODEL TERMS AND CONDITIONS 30 December (34) Financial Indebtedness means: (d) (e) (f) (g) (h) moneys borrowed (including under any bank financing); the amount of any liability under any lease or hire purchase contracts which would, in accordance with the Accounting Principles be treated as a finance lease or a capital lease); receivables sold or discounted (other than on a non-recourse basis, provided that the requirements for de-recognition under the Accounting Principles are met); any amount raised pursuant to any note purchase facility or the issue of any bond or note or similar instrument; any other transaction (including the obligation to pay deferred purchase price) having the commercial effect of a borrowing or otherwise being classified as borrowing under the Accounting Principles; the marked-to-market value of derivative transactions entered into in connection with protection against, or in order to benefit from, the fluctuation in any rate or price (if any actual amount is due as a result of a termination or a close-out, such amount shall be used instead); counter-indemnity obligations in respect of guarantees or other instruments issued by a bank or financial institution; and liabilities under guarantees or indemnities for any of the obligations referred to in paragraphs to (g) above. [ First Call Date means [ ].] [ First Issue Date means [ ].] Force Majeure Event has the meaning set forth in Clause Group means the Issuer and its Subsidiaries from time to time (each a Group Company ). [ Guarantee means a guarantee issued or to be issued by [ ] on or prior to the [First] Issue Date in respect of the Secured Obligations.] [ Initial Nominal Amount has the meaning set forth in Clause 2.4.] [ Initial Notes means the Notes issued on the First Issue Date.] Insolvent means, in respect of a relevant Person, that it (i) is deemed to be insolvent within the meaning of Section 1 of Chapter 2 of the Finnish Bankruptcy Act (Fin: Konkurssilaki 120/2004, as amended) (or its equivalent in any other jurisdiction), (ii) admits inability to pay its debts as they fall due, (iii) suspends making payments on any of its debts, (iv) by reason of actual financial difficulties commences negotiations with its creditors (other than the Noteholders) with a view to rescheduling any of its indebtedness (including company reorganisation under the Finnish Act on Company Reorganisation (Fin: Laki yrityksen saneerauksesta 47/1993, as amended) (or its equivalent in any other jurisdiction)) or (v) is subject to involuntary winding-up, dissolution or liquidation.

8 MODEL TERMS AND CONDITIONS 30 December (34) Interest means the interest on the Notes calculated in accordance with Clauses 7.1 to 7.3. Interest Payment Date means [[date], [date],] [date] and [date] of each year or, to the extent such day is not a CSD Business Day, the CSD Business Day following from the application of the Business Day Convention. The first Interest Payment Date for the Notes shall be [date] and the last Interest Payment Date shall be the relevant Redemption Date. Interest Period means (i) in respect of the first Interest Period, the period from (and including) the [First] Issue Date to (but excluding) the first Interest Payment Date, and (ii) in respect of subsequent Interest Periods, the period from (and including) an Interest Payment Date to (but excluding) the next succeeding Interest Payment Date (or a shorter period if relevant). [An Interest Period shall not be adjusted by application of the Business Day Convention.] Interest Rate means [[ ] per cent. per annum]/[euribor] plus [ ] per cent. per annum]. [ Issuance Certificate means an issuance certificate relating to the issuance of Subsequent Notes, in the form of Appendix 1 hereto, duly completed and signed by the Issuer.] Issue Date means [ ] / [, in respect of the Initial Notes, the First Issue Date and, in respect of any Subsequent Notes, the date specified in the relevant Issuance Certificate]. Issuer means [Issuer], a [public] [limited liability company] incorporated under the laws of Finland with business identity code [number]. Issuing Agency Agreement means the agreement dated [ ] regarding services related to the Notes entered into by and between the Issuer and the Issuing Agent in connection with the issuance of the [Initial] Notes (as amended and restated from time to time). Issuing Agent means [Issuing Agent] acting as [issue agent (Fin: liikkeeseenlaskijan asiamies)] 10 / [issue administrator (Fin: liikkeeseenlaskun hoitaja)] 11 and paying agent of the Notes for and on behalf of the Issuer, or any other party replacing the same as Issuing Agent in accordance with the regulations of the CSD. [ Material Group Company means [ ].] Nominal Amount [has the meaning set forth in Clause 2.4] / [means in respect of each Note the Initial Nominal Amount, less the aggregate amount by which that Note has been redeemed in part pursuant to Clause 8.4 ([Voluntary/Mandatory] partial redemption (call option)).] Noteholder means the Person who is registered in the register maintained by the CSD pursuant to paragraph 2 of Section 3 of Chapter 6 of the Book-Entry System Act as direct registered owner (Fin: omistaja) or nominee (Fin: hallintarekisteröinnin hoitaja) with respect to a Note. 10 Applicable in OM system. 11 Applicable in RM system.

9 MODEL TERMS AND CONDITIONS 30 December (34) Noteholders Meeting means a meeting among the Noteholders held in accordance with Clause 16 (Noteholders Meeting). Notes means debt instruments, each for the Nominal Amount and of the type referred to in paragraph 1 of Section 34 of the Act on Promissory Notes (Fin: Velkakirjalaki 622/1947, as amended) (Fin: joukkovelkakirja) and which are governed by and issued under these Terms and Conditions[, including the Initial Notes and any Subsequent Notes]. [ Obligor means the Issuer and [ ].] Person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, unincorporated organisation, government, or any agency or political subdivision thereof or any other entity, whether or not having a separate legal personality. [ Quotation Day means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period.] Record Time means: in relation to a payment of Interest, default interest and/or redemption of the Notes when such payment is made through the Book-Entry Securities System, the end of the first CSD Business Day prior to, as applicable, (i) an Interest Payment Date, (ii) the day on which default interest is paid, (iii) a Redemption Date or (iv) a date on which a payment to the Noteholders is to be made under Clause 13 (Distribution of proceeds); and in relation to a Noteholders Meeting and Written Procedure, the end of the CSD Business Day specified in the communication pursuant to Clause 16.3 or Clause 17.3, as applicable; and otherwise, the end of the [fifth] CSD Business Day prior to another relevant date. Redemption Date means the date on which the relevant Notes are to be redeemed or repurchased in accordance with Clause 8 (Redemption and repurchase of the Notes). [ Relevant Market means the [Helsinki Stock Exchange/First North Finland] maintained by NASDAQ OMX Helsinki Ltd.] [ Secured Obligations means all present and future obligations and liabilities of the Issuer to the Secured Parties under the Finance Documents[, the Issuing Agency Agreement] 12 and the Agency Agreement.] [ Secured Parties means the Noteholders [and] the Agent (including in its capacity as Agent under the Agency Agreement) [and the Issuing Agent].] Security means a mortgage, charge, pledge, lien, security assignment or other security interest securing any obligation of any Person, or any other agreement or arrangement having a similar effect. 12 If the Issuing Agency Agreement is included in this definition, the Issuing Agent should also be included in the definition of the Secured Parties. Further, the obligations of the Issuing Agent should be included in Clause 13.1.

10 MODEL TERMS AND CONDITIONS 30 December (34) [ Security Documents means [description].] [ Subsequent Notes means any Notes issued after the First Issue Date on one or more occasions.] Subsidiary means, in relation to any Person, any Finnish or foreign legal entity (whether incorporated or not), [which at the time is a subsidiary (Fin: tytäryhteisö) to such Person, directly or indirectly, as defined in the Finnish Companies Act (Fin: Osakeyhtiölaki 624/2006, as amended)] / [in respect of which such Person, directly or indirectly, (i) owns shares or ownership rights representing more than fifty (50) per cent. of the total number of votes held by the owners, (ii) otherwise controls more than fifty (50) per cent. of the total number of votes held by the owners, (iii) has the power to appoint and remove all, or the majority of, the members of the board of directors or other governing body, or (iv) exercises control as determined in accordance with the international financial reporting standards (IFRS) within the meaning of Regulation 1606/2002/EC on the application of international accounting standards (or as otherwise adopted or amended from time to time)]. Total Nominal Amount means the aggregate Nominal Amount of all the Notes outstanding at the relevant time. [ Transaction Security means the Security provided for the Secured Obligations pursuant to the Security Documents.] Written Procedure means the written or electronic procedure for decision making among the Noteholders in accordance with Clause 17 (Written Procedure). 1.2 Construction Unless a contrary indication appears, any reference in these Terms and Conditions to: (d) (e) (f) assets includes present and future properties, revenues and rights of every description; any agreement or instrument is a reference to that agreement or instrument as supplemented, amended, novated, extended, restated or replaced from time to time; an Event of Default is continuing if it has not been remedied or waived; a provision of law is a reference to that provision as amended or re-enacted; words denoting the singular number shall include the plural and vice versa; and a time of day is a reference to Helsinki time [When ascertaining whether a limit or threshold specified in Euro has been attained or broken, an amount in another currency shall be counted on the basis of the rate of exchange for such currency against Euro for the previous Business Day, as published by the European Central Bank on its website ( If no such rate is available, the most recent rate published by the European Central Bank shall be used instead.] No delay or omission of the Agent or of any Noteholder to exercise any right or remedy under the Finance Documents shall impair or operate as a waiver of any such right or remedy.

11 MODEL TERMS AND CONDITIONS 30 December (34) 2. ISSUANCE AND STATUS OF THE NOTES 2.1 The Notes are denominated in Euro and each Note is constituted by these Terms and Conditions. 2.2 The Notes are offered for subscription in a minimum amount of EUR [ ] [by way of a public offering]/[by way of a private placement]. 2.3 By subscribing for Notes, each initial Noteholder, and, by acquiring Notes, each subsequent Noteholder (i) agrees that the Notes shall benefit from and be subject to the Finance Documents and (ii) agrees to be bound by these Terms and Conditions [and the other Finance Documents]. 2.4 The [initial] nominal amount (Fin: arvo-osuuden yksikkökoko) of each [Initial] Note is EUR [amount] (the [Initial] Nominal Amount ). [The aggregate nominal amount of the [Initial] Notes is EUR [amount].] All [Initial] Notes are issued on the [First] Issue Date on a fully paid basis at an issue price of [amount] per cent. of the [Initial] Nominal Amount. 2.5 [Provided that [(i)] no Event of Default is continuing or would result from such issue [and (ii) [ ]], the Issuer may, on one or several occasions, issue Subsequent Notes the total Nominal Amount, issue price and the Issue Date of which shall be set out in an Issuance Certificate duly signed by the Issuer. Subsequent Notes shall benefit from and be subject to the Finance Documents, and, for the avoidance of doubt, the ISIN, the interest rate, the nominal amount and the final maturity applicable to the Initial Notes shall apply to Subsequent Notes. The issue price of the Subsequent Notes may be set at a discount or at a premium compared to the Nominal Amount. [[The maximum aggregate nominal amount of the Notes (the Initial Notes and all Subsequent Notes) may not exceed EUR [amount] unless a consent from the Noteholders is obtained in accordance with Clause 15.5]/ [The aggregate nominal amount of Subsequent Notes is not limited].] Each Subsequent Note shall entitle its holder to Interest in accordance with Clause 7.1, and such holder otherwise have the same rights as the holders of the Initial Notes.] 2.6 The Notes constitute direct, unconditional[, / and] [unsubordinated] [and [secured]/[unsecured] obligations of the Issuer and shall at all times rank pari passu and without any preference among them Each Note is freely transferable after it has been registered into the respective book-entry account of a Noteholder but the Noteholders may be subject to purchase or transfer restrictions with regard to the Notes, as applicable, under local laws to which a Noteholder may be subject. Each Noteholder must ensure compliance with such restrictions at its own cost and expense. 3. USE OF PROCEEDS The Issuer shall use the proceeds from the issue of the Notes, less the costs and expenses incurred by the Issuer in connection with the issue of the Notes, for [purpose]. 13 Potential contractual subordination of the Notes should be disclosed in connection with this Clause and reflected also elsewhere throughout these Terms and Conditions as appropriate.

12 MODEL TERMS AND CONDITIONS 30 December (34) 4. [CONDITIONS FOR DISBURSEMENT] 4.1 The Issuing Agent shall pay the net proceeds from the issuance of the [Initial] Notes to the Issuer on the later of (i) the [First] Issue Date and (ii) the day on which the Agent notifies the Issuing Agent that it has received the following, in form and substance satisfactory to it: (d) (e) (f) (g) the Finance Documents, the Issuing Agency Agreement and the Agency Agreement duly executed by the parties thereto; a copy of a resolution from the board of directors of the Issuer [and each other Obligor] approving the issue of the [Initial] Notes and [the terms of the Finance Documents, the Issuing Agency Agreement and the Agency Agreement, and resolving to enter into such documents and any other documents necessary in connection therewith][authorising specified Person(s) to approve and execute any documents and take any other action necessary to consummate such issue]; evidence that the Person(s) who has/have signed the Finance Documents, the Issuing Agency Agreement, the Agency Agreement and any other documents in connection therewith on behalf of the Issuer [and each other Obligor] is/are duly authorised to do so; [evidence that [existing financing] will be repaid in full on the [First] Issue Date [and that all Security provided for such financing will be simultaneously released];] [a legal opinion issued by a reputable law firm;] [other conditions]; and such other documents and information as is agreed between the Agent and the Issuer. 4.2 [The Issuing Agent shall pay the net proceeds from the issuance of any Subsequent Notes to the Issuer on the later of (i) the Issue Date of such Subsequent Notes and (ii) the day on which the Agent notifies the Issuing Agent that it has received the following in form and substance satisfactory to it: (d) a copy of a resolution from the board of directors of the Issuer approving the issue of the Subsequent Notes and resolving to enter into documents necessary in connection therewith; a certificate from the Issuer confirming that no Event of Default is continuing or would result from the issue of the Subsequent Notes [and [ ]] 14 ; [other conditions]; and such other documents and information as is agreed between the Agent and the Issuer]. 14 A reference to condition(s) potentially added in Clause 2.5.