Execution of Further Documents Each party agrees to execute and deliver without further consideration any further applications, licenses, assignments or other documents, and to perform such other lawful acts as the other party may reasonably require to fully secure and/or evidence the rights or interests herein.
Further Documents Lender or its counsel shall have received such other and further approvals, opinions, documents and information as Lender or its counsel may have reasonably requested including the Loan Documents in form and substance satisfactory to Lender and its counsel.
Waivers and Further Agreements Any waiver of any terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof; provided, however, that no such written waiver, unless it, by its own terms, explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provision being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably require in order to effectuate the terms and purposes of this Agreement.
Other Documents The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Administrative Agent or its special counsel may reasonably request, and all such documents shall be in form and substance satisfactory to the Administrative Agent.
Further Agreements The Seller and the Purchaser each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.
Further Documentation At any time and from time to time, upon the written request of the Lender, and at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further action as the Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Loan Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Liens created hereby. The Borrower also hereby authorizes the Lender to file any such financing or continuation statement without the signature of the Borrower to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Loan Agreement shall be sufficient as a financing statement for filing in any jurisdiction.
Other Documents and Actions Each Debtor shall give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement, Mortgage or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party or its Representative) to create, preserve, perfect or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder, including with respect to Section 2(h) of this Agreement) or to enable the Secured Party or its Representative to exercise and enforce the rights of the Secured Party hereunder with respect to such pledge and security interest, provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below. Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Secured Party promptly upon request. Each Debtor also ratifies its authorization for the Secured Party to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
Execution of Other Documents The parties shall cooperate fully in the execution of any other documents and in the completion of any other acts that may be necessary or appropriate to give full force and effect to this Agreement.
Other Documentation Administrative Agent shall have received all documents and instruments that Administrative Agent has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Administrative Agent in form, substance and date.
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.
