The terms and conditions herein are subject to there being, in the opinion of the Joint Lead Managers, (a) no material adverse change in the domestic and international money, capital or bank syndication markets, or reputation of the Issuer that would materially affect the successful completion of the Debentures; (b) no material adverse change in the business activities and credit standing of the Issuer/Guarantor, and/or its subsidiaries and associated companies that would materially adversely affect the performance by the Issuer/Guarantor of their obligations under the debt instruments, or (c) no material adverse change in the socio-political and economic situation of the Kingdom of Thailand or any national or international outbreak or escalation of hostilities, insurrection, armed conflict or terrorism which could adversely affect the successful completion of the Debentures.