Documents and evidence In connection with any additional security provided in accordance with this clause 8.2, the Agent shall be entitled to receive (at the Borrowers’ expense) such evidence and documents of the kind referred to in schedule 3 as may in the Agent’s opinion be appropriate and such favourable legal opinions as the Agent shall in its absolute discretion require.
Notice and Evidence Requirements (a) An Employee must give at least 10 weeks written notice of the intention to take parental leave, including the proposed start and end dates. At this time, the Employee must also provide a statutory declaration stating:
(i) that the Employee will become either the Primary Carer or non- Primary Carer of the Child, as appropriate;
(ii) the particulars of any parental leave taken or proposed to be taken or applied for by the Employee’s Spouse; and
(iii) that for the period of parental leave the Employee will not engage in any conduct inconsistent with their contract of employment.
(b) At least four weeks before the intended commencement of parental leave, the Employee must confirm in writing the intended start and end dates of the parental leave, or advise the Employer of any changes to the notice provided in subclause 80.6(a) , unless it is not practicable to do so.
(c) The Employer may require the Employee to provide evidence which would satisfy a reasonable person of:
(i) in the case of birth-related leave, the date of birth of the Child (including without limitation, a medical certificate or certificate from a registered midwife, stating the date of birth or expected date of birth); or
(ii) in the case of adoption-related leave, the commencement of the placement (or expected day of placement) of the Child and that the Child will be under 16 years of age as at the day of placement or expected day of placement.
(d) An Employee will not be in breach of this clause if failure to give the stipulated notice is occasioned by the birth of the Child or placement occurring earlier than the expected date or in other compelling circumstances. In these circumstances the notice and evidence requirements of this clause should be provided as soon as reasonably practicable.
Other documents and evidence (a) The Group Structure Chart.
(b) The Financial Model.
(c) The Ratings Presentation.
(d) The Investor Presentation.
(e) The Approved List.
(f) The Offering Memorandum.
(g) The Steps Paper, in a form agreed upon by the Company and the Agent.
(h) A copy of the Original Financial Statements.
(i) The Funds Flow Statement in a form agreed by the Company and the Agent setting out the proposed movement of funds on or around the Closing Date.
(j) Copies certified as true, complete and up-to-date of each of the Senior Secured Notes Documents to be entered into on or prior to the first Utilisation Date executed by the parties to those documents to the extent not previously delivered (which shall not be required to be in form and substance satisfactory to the Agent).
(k) A certificate of the Company (signed by a director) certifying that:
(i) the list of Material Companies of the Group set out in Schedule 11 (Material Companies) is correct, complete and up-to-date, as at the Closing Date;
(ii) the Coverage Test has been complied with as at the Closing Date; and
(iii) the full amount of the Senior Secured Notes (being an aggregate principal amount of not less than USD 325,000,000) has been advanced or will simultaneously with the first Utilisation under this Agreement be applied as shown in the Funds Flow.
(l) Evidence that the fees, costs and expenses then due and payable from the Company pursuant to Clauses 15 (Fees), 16.7 (Stamp taxes) and 20 (Costs and expenses) have been paid or will be paid on or by the Closing Date.
(m) Evidence that any process agent referred to in Clause 44.2 (Service of process) or clause 29.2 (Service of process) of the Intercreditor Agreement, if not an Original Obligor, has accepted its appointment.
(n) Other than Permitted Lien and Permitted Debt as defined in Schedule 15 (Incurrence Covenants Schedule) (not including paragraph (f) of the definition of Permitted Lien and paragraph (b) of the definition of Permitted Debt), evidence that all existing guarantees and Security of the Group will be discharged on or by the Closing Date, including:
(i) notice of prepayment and cancellation providing for the prepayment of all outstanding amounts under the Existing Facilities (including all fees, costs and expenses payable thereunder), other than any Existing Facilities which are Existing Ancillary Facilities and which are intended by the parties to form Ancillary Facilities for the purposes of this Agreement, on or before the Closing Date executed by the parties thereto; and
(ii) pay-off and security release (including all relevant local law release) documents and any notifications, filings or registrations required to be made in connection with the releases.
(o) A letter from the Company specifying the Mandatory Prepayment Account including details of such account name, account number and the name and address of the bank where such account is held.
(p) A copy of the constitutional documents of the British International School Bratislava s.r.o. (the “Slovak Company”).
(q) A copy of the resolution of the sole shareholder of the Slovak Company:
(i) approving the effective division of the existing shareholding interest of Nord Anglia Education Limited in the Slovak Company corresponding to the sole shareholder’s monetary contribution into the Slovak Company’s registered capital in the amount of EUR 6,639 to two separate shareholding interests, one of which shall be transferred to NA Schools Limited;
(ii) amending the Foundation Deed of the Slovak Company so as to allow the transfer of part of the shareholding interest vested in the Slovak Company to NA Schools Limited and to allow establishment of a pledge over the shareholding interest vested in the Slovak Company in favour of the Security Agent; and
(iii) amending the articles of association of the Slovak Company to delete the requirements under articles 4.2 and 4.3 of the articles of association.
(r) A copy of an up-to-date extract from the commercial register for the Slovak Company not older than three months at the time of submission.
(s) Directors’ Certificate of the executives of the Slovak Company certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Agreement.
(t) Confirmation issued by the District Court Bratislava I evidencing that no bankruptcy proceedings, bankruptcy, restructuring proceedings or restructuring have been applied for or commenced in relation to the Slovak Company or terminated due to insufficient assets of the Slovak Company, dated no earlier than three (3) Business Days prior to the date of this Agreement.
(u) Confirmation issued by the District Court Bratislava I evidencing that no liquidation has been commenced in relation to the Slovak Company, dated no earlier than three (3) Business Days prior to the date of this Agreement.
(v) Evidence of submission of an application to the relevant court maintaining the commercial registry upon which the security established over the ownership interest of Nord Anglia Education Limited in the Slovak Company will be registered.
(w) A copy of a per-rollam resolution of the shareholders of the Slovak Company:
(i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(x) A copy of an agreement on transfer of shareholding interest in the Slovak Company evidencing the effective transfer of the sole shareholder’s shareholding interest in the Slovak Company corresponding to the sole shareholder’s monetary contribution into the registered capital of the Slovak Company in the amount of EUR 750 onto NA Schools Limited, which represent 11.30 per cent of the total registered capital of the Slovak Company and evidence of its delivery to the Slovak Company.
(y) An evidence of submission of a complete application to the relevant commercial registry upon which the corporate change under paragraph (x) above will be registered.
(z) A certificate of good standing in respect of the Parent.
(aa) A copy of the constitutional documents of the English International School of Prague, s.r.o. (the “Czech Company”).
(bb) A copy of a resolution of the board of the Czech Company:
(i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
(cc) A certificate of an authorised signatory of the Czech Company certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Agreement.
(dd) The extract from the register of entrepreneurs (rejestr przedsiebiorców) of the National Court Register relating to The British School Sp. z o.o.
(ee) Certifications and extracts from the pledges register confirming the assets subject to the Transaction Security Documents governed by Polish law are not encumbered with any registered pledges, except for the registered pledges constituting Permitted Security and established under the Transaction Security Documents governed by Polish law.
(ff) Extracts from the register of treasury pledges issued not later than 10 Business Days before the date of the Agreement confirming that the assets subject to the Transaction Security Documents governed by the Polish law are not encumbered with any treasury pledges.
(gg) A certified copy of the certificate from the competent tax office for the registered office of The British School Sp. z o.o. confirming that there are no outstanding taxes due from each Borrower issued no more than 10 (ten) Business Days prior to the date of the Utilisation Request.
(hh) A certified copy of the certificate from the Polish social security office for the registered office of The British School Sp. z o.o. confirming that there are no outstanding social security premiums due from The British School Sp. z o.o. issued no more than 10 (ten) Business Days prior to the date of the Utilisation Request.
(ii) Duly completed and paid applications for the registration of the registered pledges established under the Transaction Security Documents governed by Polish law.
(jj) Appointment letter to appoint a sub-security agent residing in an EU or OECD country, stating that for the purposes of the Hungarian security interests, the parallel debt claims are held by the sub-security agent.
(kk) Consent of general meeting of English International School Prague, s.r.o. to the creation of the pledges over its shares.
(ll) Apostilled excerpt from the commercial register of the Citicorp International Limited and related power of attorney.
(mm) Apostilled copy of the certificate of incorporation or equivalent relating to NA Schools Limited.
(nn) Apostilled copy of the certificate of incorporation or equivalent relating to Nord International Schools Limited.
(oo) Form A to evidence registration of Malaysian guarantee with Foreign Exchange Controller of Malaysia within 7 Business Days before issuance.
(pp) Lodgement of Form 34 (as prescribed in Companies Act, 1965 of Malaysia) at Companies Commission of Malaysia.
(qq) A copy of a resolution signed by all the holders of the issued shares in NAE Hong Kong Limited, approving the amendment to the articles of association to remove any restrictions on the transfer of shares.
(rr) A copy of a resolution signed by all the holders of the issued shares in the Company, approving the amendment to the articles of association to remove any restrictions on the transfer of shares.
Evidence of Compliance with Conditions Precedent The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate.
Statements and Confirmations The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Collateral Account and any financial assets credited thereto simultaneously to each of the Purchase Contract Agent and the Collateral Agent at their addresses for notices under this Agreement.
CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:
DESTRUCTION OF BORROWER'S DOCUMENTS Any documents, schedules, invoices or other papers delivered to Bank, may be destroyed or otherwise disposed of by Bank six (6) months after they are delivered to or received by Bank, unless Borrower requests, in writing, the return of the said documents, schedules, invoices or other papers and makes arrangements, at Borrower's expense, for their return.
Conditions Precedent to Loans The obligation of each Initial Lender to make its Initial Loan hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(iv) a favorable opinion of Vxxxxx and Exxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, Lead Arranger, each Co-Arranger and each Lender, as to the matters set forth in Exhibit E and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(v) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies, or an exhibit, of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in paragraphs (xvi) and (xvii) below have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(vii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the transactions contemplated by this Agreement and the incurrence of indebtedness related thereto and application of proceeds, from its chief financial officer;
(viii) audited consolidated financial statements of the Borrower for the 2004 and 2005 fiscal years and unaudited consolidated financial statements of the Borrower for any interim quarterly periods that have ended since the most recent of such audited financial statements, which in each case, (1) shall be satisfactory in form and substance to the Lead Arranger and the Lenders, (2) shall not be materially inconsistent with the Information heretofore provided to the Lenders, and (3) shall meet the requirements of Regulation S-X under the Securities Act, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1.
(ix) evidence of the receipt by the Borrower of not less than $250,000,000 cash proceeds from the issuance of Equity Interests of the Borrower;
(x) evidence that the Existing Agreement has been or concurrently with the Closing Date is being terminated and repaid in full;
(xi) such other certificates, documents, or opinions as the Administrative Agent or the Required Lenders reasonably may require;
(xii) any fees required to be paid on or before the Closing Date shall have been paid;
(xiii) unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent);
(xiv) the Closing Date shall have occurred on or before March 31, 2007;
(xv) there shall have been no change, occurrence or development since December 31, 2005 that could reasonably be expected to have a Material Adverse Effect;
(xvi) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Article IV, the representations and warranties contained in subsections 5.05(a) and (b) of
Conditions Precedent to All Borrowings The obligation of each Lender to make an Advance on the occasion of each Borrowing and of the Issuing Lender to issue, increase, or extend any Letter of Credit shall be subject to the further conditions precedent that on the date of such Borrowing or the date of the issuance, increase, or extension of such Letter of Credit:
(a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, or Letter of Credit Application and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance, increase, or extension of such Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or on the date of such issuance, increase, or extension of such Letter of Credit, as applicable, such statements are true):
(i) the representations and warranties contained in Article IV of this Agreement and the representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents are true and correct in all material respects on and as of the date of such Borrowing or the date of the issuance, increase, or extension of such Letter of Credit, before and after giving effect to such Borrowing or to the issuance, increase, or extension of such Letter of Credit and to the application of the proceeds from such Borrowing, as though made on and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date; and
(ii) no Default has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom, or would result from the issuance, increase, or extension of such Letter of Credit; and
(b) the Administrative Agent shall have received such other approvals, opinions, or documents reasonably deemed necessary or desirable by any Lender as a result of circumstances occurring after the date of this Agreement, as any Lender through the Administrative Agent may reasonably request.
CONDITIONS PRECEDENT TO LOAN The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:
