BANCA TRANSILVANIA S.A. Romanian joint-stock company ...

(i) the Tranche A Purchaser shall have received from it legal counsel a legal opinion, datedthe date of the start of the Primary Offer Period, addressed to the Tranche A Purchaser, in formand substance acceptable thereto;(j) the Issuer shall have issued a letter, dated the date of the start of the Primary Offer Periodand addressed to its external auditors, in a form pre-agreed pre-agreed provided , for theavoidance of doubt, that nothing in that letter shall contain any information the communicationof which to the Tranche A Purchaser may be in violation of the applicable capital markets law(k) before 7:00 a.m. (Bucharest time) on the date of the start of the Primary Offer Period,there shall not have occurred any national or international calamity or development, crisis of apolitical or economic nature, or change in the money or capital markets in which the Bonds arebeing offered, the effect of which on such money or capital markets, in the judgment of theTranche A Purchaser or the Issuer, shall be such as materially and adversely to affect the abilityof the Issuer to perform its obligations under the Tranche A Bonds;(l ) the Prospectus shall have been registered with, and approved by, the CNVM; and theIssuer shall have delivered to the Tranche A Purchaser three (3) copies of the Prospectus and ofeach amendment or supplement thereto, signed by two ((2) authorized representatives of theIssuer;( m) the Issuer shall have notified the Tranche A Purchaser if at any time during which theProspectus is used in connection with the Offer and sale of the Tranche A Bonds (in the view ofthe Tranche A Purchaser), any event shall have occurred as a result of which, in the judgment ofthe Issuer, the Prospectus would include any untrue statement of a material fact or omit to stateany material fact necessary to make the statements therein, in the light of the circumstancesunder which they are made when such Prospectus is delivered, not misleading and, upon requestfrom the Tranche A Purchaser, shall have promptly prepared and furnished, without charge to theTranche A Purchaser, as many copies, as the Tranche A Purchaser may from time to timereasonably request, of an amended Prospectus or a supplement to the Prospectus which willcorrect such statement or omission;(n) the Issuer shall have promptly furnished to the Tranche A Purchaser copies of financialstatements and other periodic reports that the Issuer may furnish generally to all holders of itsdebt securities;(o) the Issuer shall not have made, or permitted to become effective, any amendment to anyof the Bonds Agreements which may adversely affect the interests of the Tranche A Purchaser inthe Tranche A bonds, and shall have promptly notified the Tranche A Purchaser of anytermination of, or amendment to, any of the Bonds Agreements, and of any replacement orsubstitution of the Paying Agent;(p) the Issuer shall have furnished to the Tranche A Purchaser the Certificate of Incumbencyand Authority, , evidencing the authority of the person or persons who will, on behalf of theIssuer, sign the requests and certifications provided for, the Prospectus, any of the relevantBonds Agreement to which the Issuer is a party signatory, or take any other action or execute any125