Manager Representations. On the 2006 Closing Date, the Manager represents and warrants to the Owner, the Indenture Trustee and the Lead Arrangers that: 8.1.1 The Manager is a company duly organized, validly existing and in compliance under the laws of Bermuda; 8.1.2 The Manager has the requisite power and authority to enter into and perform its obligations under this Agreement, the Master Lease, the Equipment Management Agreement and the other Transaction Documents to which it is a party, and all requisite corporate authorizations have been given for it to enter into this Agreement, the Master Lease, the Equipment Management Agreement and the other Transaction Documents to which it is a party and to perform all the matters envisaged hereby, each of this Agreement, the Master Lease, the Equipment Management Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered and constitutes the valid, legally binding and enforceable obligation of the Manager, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; 8.1.3 Except as set forth on Schedule 8.1.3, the Manager has not breached its Memorandum of Association or Bye-Laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs and has not breached any applicable laws and regulations of Bermuda in such manner as would in any such case have a materially adverse effect on its ability to perform its obligations under this Agreement, the Master Lease, the Equipment Management Agreement and the other Transaction Documents to which it is a party; 8.1.4 There are no Proceedings or investigations to which the Manager or any of its Affiliates is a party pending or, to the best of the Manager’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, the Master Lease, the Equipment Management Agreement or any other Transaction Documents, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the Master Lease, the Equipment Management Agreement or the other Transaction Documents or (C) seeking any determination or ruling that is reasonably likely to materially and adversely affect the performance by the Manager of its obligations under, or the validity or enforceability of, this Agreement, the Master Lease, the Equipment Management Agreement or the other Transaction Documents to which it is a party; 8.1.5 The Manager shall comply with the procedures set forth in Section 3 hereof with respect to the leasing and management of the Managed Containers; 8.1.6 The Manager will comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any governmental authority that are applicable to the Lease Agreements, the Equipment Management Agreement and the Managed Containers or any part thereof; provided, however, that the Manager may contest any act, regulation, order, decree or direction in any reasonable manner which shall not materially and adversely affect the rights of the Noteholders or the Lead Arrangers therein; and provided, further, that such contests shall be in good faith by appropriate proceedings and as to which adequate reserves in accordance with GAAP have been established, but only so long as such proceedings shall not, individually or in the aggregate, subject the Lead Arrangers, any Noteholder, the Indenture Trustee to any civil or criminal liability or involve any risk of loss of any Collateral. 8.1.7 The Manager shall execute and file such registration of charges, UCC financing statements or documents of similar import (and take such actions as may be necessary to maintain in full force and effect such charges, financing statements or documents of similar import) in such manner and in such places as shall be (i) reasonably requested by the Indenture Trustee, the Administrative Agent or either Lead Arranger or (ii) required by applicable law, in order to fully preserve, maintain and protect the security interest of the Indenture Trustee, on behalf of the Noteholders, the Administrative Agent, the Lead Arrangers and each Eligible Interest Rate Hedge Counterparty, in and to the Collateral. 8.1.8 The Manager will fulfill all of its obligations as lessor under any Lease Agreement and the Equipment Management Agreement to which a Managed Container is subject. 8.1.9 Immediately upon becoming aware of the existence of any condition or event which constitutes a Manager Default, Trigger Event or an Event of Default, or any event which, with the lapse of time or the giving of notice, would constitute a Manager Default, Trigger Event or an Event of Default and which, in each case, has not been waived in writing by the Control Party, the Manager shall deliver to the Owner, each Noteholder, the Indenture Trustee and the Lead Arrangers a written notice describing the nature of such event and period of existence and, in the case of a Manager Default, the action the Manager is taking or proposed to take with respect thereto. 8.1.10 The Manager has prepared a business plan and container cash flow projection, delivered to the Lead Arrangers on July 20, 2006 and August 22, 2006, respectively, (the “Business Plan”), which includes certain strategies and financial alternatives, including a potential refinancing or permanent restructuring of the Manager’s unsecured financial obligations. The Manager has prepared unaudited financial statements for the year ended 31 December 2005, delivered to the Lead Arrangers on July 7, 2006 (the “Unaudited 2005 Financial Information”). The Unaudited 2005 Financial Information has been prepared in good faith by the Manager by reference to the books and records of the Manager and, subject to the following, the Manager believes that the Unaudited 2005 Financial Information is indicative of the results of operations for the periods included therein: (i) the Manager had significant asset write-offs in 2005, as noted in the Unaudited 2005 Financial Information; the amount and timing of such write-offs may require adjustment; (ii) the Manager is in default under agreements in respect of substantially all of the Manager group borrowings, and as a result most if not all of its indebtedness would be treated as current and due under US GAAP; such a change would affect the Unaudited 2005 Financial Information; (iii) Assets held for sale are recorded in the Unaudited 2005 Financial Information at values determined at the time of preparation of the Unaudited 2005 Financial Information; these values would require updating, which may result in adjustments; (iv) Certain adjustments identified by the Manager and other advisors that may have been considered immaterial adjustments at the time of preparation of the Unaudited 2005 Financial Information may be material in respect of the Manager’s financial position; such adjustments, if made, would amend the Unaudited 2005 Financial Information; (v) the Manager has not completed its internal processes to support certifications required to be filed with the Manager’s annual report on Form 10-K for the year ended 31 December 2005; disclosures determined during that process may effect the Unaudited 2005 Financial Information; and (vi) the Manager management has not delivered a management representation letter in respect of the financial information included in the Unaudited 2005 Financial Information. The projections were prepared in good faith based on assumptions that are believed by the Manager to be reasonable. The Manager believes that the information in the Business Plan, and the management presentation of July 18, 2006, copies of which have been given to the Lead Arrangers, are accurate based on the information available to the Manager at the time such Business Plan and management presentation were prepared. 8.1.11 The consummation of the transactions contemplated by the Indenture to be consummated on the 2006 Closing Date will not violate any Applicable Law or any contractual obligation of the Manager (including without limitation, the Manager’s public indentures in respect of the Manager’s 10¾% Senior Notes Due 2006, 7 7/8% Senior Notes Due 2008, 12½% Senior Notes Due 2009 and 10½% Senior Notes Due 2012). 8.1.12 The Manager shall not amend, supplement or otherwise modify the Shareholder Agreement of SPC Parent without the prior written consent of the Lead Arrangers.
Appears in 1 contract
Manager Representations. On the 2006 Closing Date, the The Manager represents and warrants to the Owner, the Indenture Trustee and the Lead Arrangers each Series Enhancer that:
8.1.1 The Manager is a company corporation duly organized, organized and validly existing and in compliance organized under the laws of Bermudathe State of Delaware;
8.1.2 The Manager has the requisite power and authority to enter into and perform its obligations under this Agreement, the Master Lease, the Equipment Management Agreement and the other Transaction Documents to which it is a party, and all requisite corporate authorizations have been given for it to enter into this Agreement, the Master Lease, the Equipment Management Agreement and the other Transaction Documents to which it is a party and to perform all the matters envisaged hereby, each of this Agreement, the Master Lease, the Equipment Management Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered and constitutes the valid, legally binding and enforceable obligation of the Manager, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles;
8.1.3 Except as set forth on Schedule 8.1.3, the The Manager has not breached its Memorandum certificate of Association incorporation or Byeby-Laws laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs and has not breached any applicable laws and regulations of Bermuda in regulations, except for such manner as breaches which would in any such case not have a materially adverse effect on its the Manager's ability to perform its obligations under this Agreement, the Master Lease, the Equipment Management Agreement and the other Transaction Documents to which it is a party;
8.1.4 There are no Proceedings or investigations to which the Manager or any of its Affiliates is a party pending or, to the best of the Manager’s 's knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, the Master Lease, the Equipment Management Agreement or any other Transaction DocumentsDocument, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the Master Lease, the Equipment Management Agreement or the any other Transaction Documents Document or (C) seeking any determination or ruling that is reasonably likely to materially and adversely affect the performance by the Manager of its obligations under, or the validity or enforceability of, this Agreement, the Master Lease, the Equipment Management Agreement or the any other Transaction Documents Document to which it is a party;
8.1.5 The Manager shall comply with the procedures set forth in Section 3 hereof with respect to the leasing and management of the Managed Containers;
8.1.6 The Manager will comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any governmental authority that are applicable to the Lease Agreements, the Equipment Management Agreement Agreements and the Managed Containers or any part thereofthereof except for any noncompliance which would not reasonably be expected to result in a Material Adverse Change; provided, however, that the Manager may contest any act, rule, regulation, order, decree or direction in any reasonable manner which shall not materially and adversely affect the rights of the Noteholders or any Series Enhancer (if such Series Enhancer is then the Lead Arrangers thereinControl Party for a Series of Outstanding Notes) in the Lease Agreements and the Managed Containers; and provided, further, that such contests shall be in good faith by appropriate proceedings and as to which adequate reserves in accordance with GAAP have been established, but only so long as such proceedings shall not, individually or in the aggregate, subject the Lead Arrangersany Series Enhancer, any Noteholder, the Noteholder or Indenture Trustee to any civil or criminal liability or involve any risk of loss of any Collateral.
8.1.7 8.1.6 The Manager shall execute and file such registration of charges, UCC financing statements or documents of similar import (and take such all actions as may be necessary to maintain in full force and effect such charges, financing statements or documents of similar import) in such manner and in such places as shall be (i) reasonably requested by perform the Indenture Trustee, the Administrative Agent or either Lead Arranger or (ii) required by applicable law, in order to fully preserve, maintain and protect the security interest Issuer's obligations under Section 604 of the Indenture Trustee, on behalf of the Noteholders, the Administrative Agent, the Lead Arrangers and each Eligible Interest Rate Hedge Counterparty, in and to the CollateralIndenture.
8.1.8 8.1.7 The Manager will fulfill all of its obligations as lessor under any Lease Agreement and the Equipment Management Agreement to which a Managed Container is subjectsubject except where any such nonfulfillment would not reasonably be expected to materially and adversely affect the rights of the Owner under such Lease. The Manager shall use commercially reasonable efforts to perform all of the Owner's duties and obligations under the Transaction Documents to which the Owner is a party; provided, however, that nothing contained herein shall be construed as an express or implied guaranty by the Manager of the Notes or any other Outstanding Obligation incurred by the Owner.
8.1.9 Immediately upon 8.1.8 Promptly, but in any case within five (5) Business Days of becoming aware of the existence of any condition or event which constitutes a Manager Default, Trigger Early Amortization Event or an Event of Default, or any event which, with the lapse of time or the giving of notice, would constitute a Manager Default, Trigger Event or an Event of Default and which, in each case, has not been waived in writing by the Control PartyRequisite Global Majority, the Manager shall deliver to the Owner, each Noteholder, Owner and the Indenture Trustee and the Lead Arrangers a written notice describing the nature of such event and period of existence and, in the case of a Manager Default, the action the Manager is taking or proposed to take with respect thereto.
8.1.9 Since March 31, 2005, there has been no Material Adverse Change in the financial condition of the Manager.
8.1.10 The Manager has prepared will operate the Managed Containers so as not knowingly cause a business plan and container cash flow projectionviolation of the Trading With the Enemy Act (50 U.S.C. Section 1 et seq., delivered to the Lead Arrangers on July 20, 2006 and August 22, 2006, respectively, as amended) (the “Business Plan”"Trading With the Enemy Act") or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the "Foreign Assets Control Regulations") or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "Executive Order") and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore, none of the Manager or its Affiliates (i) is or will become a "blocked person" as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will engage in any dealings or transactions, or be otherwise associated, with any such "blocked person."
8.1.11 The credit and collection policy used by the Manager as in effect on the Initial Closing Date (which includes certain strategies policy also addresses the criteria under which a lessee is allowed to self-insure for property and financial alternatives, including a potential refinancing or permanent restructuring liability risks) is attached as Exhibit C hereto. The credit and collection policy used by the Manager is subject to modification from time to time at the discretion of the Manager’s unsecured financial obligations. The Manager has prepared unaudited financial statements for "Credit and Collection Policy" shall mean the year ended 31 December 2005, delivered to the Lead Arrangers on July 7, 2006 (the “Unaudited 2005 Financial Information”). The Unaudited 2005 Financial Information has been prepared in good faith credit and collection policy used by the Manager by reference to the books and records of the Manager and, subject to the following, the Manager believes that the Unaudited 2005 Financial Information is indicative of the results of operations for the periods included therein:
(i) the Manager had significant asset write-offs in 2005, as noted in the Unaudited 2005 Financial Information; the amount and timing of such write-offs may require adjustment;
(ii) the Manager is in default under agreements in respect of substantially all of the Manager group borrowings, and as a result most if not all of its indebtedness would be treated as current and due under US GAAP; such a change would affect the Unaudited 2005 Financial Information;
(iii) Assets held for sale are recorded in the Unaudited 2005 Financial Information at values determined at the time of preparation of the Unaudited 2005 Financial Information; these values would require updating, which may result in adjustments;
(iv) Certain adjustments identified modified by the Manager and other advisors that may have been considered immaterial adjustments at the from time of preparation of the Unaudited 2005 Financial Information may be material in respect of the Manager’s financial position; such adjustments, if made, would amend the Unaudited 2005 Financial Information;
(v) the Manager has not completed its internal processes to support certifications required to be filed with the Manager’s annual report on Form 10-K for the year ended 31 December 2005; disclosures determined during that process may effect the Unaudited 2005 Financial Information; and
(vi) the Manager management has not delivered a management representation letter in respect of the financial information included in the Unaudited 2005 Financial Information. The projections were prepared in good faith based on assumptions that are believed by the Manager to be reasonable. The Manager believes that the information in the Business Plan, and the management presentation of July 18, 2006, copies of which have been given to the Lead Arrangers, are accurate based on the information available to the Manager at the time such Business Plan and management presentation were preparedtime.
8.1.11 The consummation of the transactions contemplated by the Indenture to be consummated on the 2006 Closing Date will not violate any Applicable Law or any contractual obligation of the Manager (including without limitation, the Manager’s public indentures in respect of the Manager’s 10¾% Senior Notes Due 2006, 7 7/8% Senior Notes Due 2008, 12½% Senior Notes Due 2009 and 10½% Senior Notes Due 2012).
8.1.12 The Manager shall not amend, supplement or otherwise modify the Shareholder Agreement of SPC Parent without the prior written consent of the Lead Arrangers.
Appears in 1 contract
Sources: Management Agreement (TAL International Group, Inc.)
Manager Representations. On the 2006 Closing Date, the The Manager represents and warrants to the Owner, Owner and the Indenture Trustee on the Closing Date and the Lead Arrangers each Series Issuance Date that:
8.1.1 The Manager is a company corporation duly organized, organized and validly existing and in compliance under the laws of Bermuda;the State of Delaware and is duly qualified and is authorized to do business and is in good standing (or its equivalent) in all jurisdictions where it is required by Applicable Law to be so qualified (or its equivalent) and has all licenses, permits, charters and registrations necessary for the operation of its container management business, except for any such jurisdiction where the failure to be so qualified or for any licenses the failure to hold which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
8.1.2 The Manager has the requisite power and authority to enter into and perform its obligations under this Agreement, the Master Lease, the Equipment Management Agreement and the other Transaction Documents to which it is a party, and all requisite corporate authorizations have been given for it to enter into this Agreement, the Master Lease, the Equipment Management Agreement and the other Transaction Documents to which it is a party and to perform all the matters envisaged hereby, each of this Agreement, the Master Lease, the Equipment Management Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered and constitutes the valid, legally binding and enforceable obligation of the Manager, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles;.
8.1.3 Except as set forth on Schedule 8.1.3, the The Manager has not breached its Memorandum certificate of Association incorporation or Byeby-Laws laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs and has not breached any applicable laws and regulations of Bermuda in regulations, except for such manner as breaches which would in any such case not have a materially adverse effect on its the Manager’s ability to perform its obligations under this Agreement, the Master Lease, the Equipment Management Agreement and the other Transaction Documents to which it is a party;.
8.1.4 There are no Proceedings or investigations to which the Manager or any of its Affiliates is a party pending or, to the best of the Manager’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, the Master Lease, the Equipment Management Agreement or any other Transaction DocumentsDocument, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the Master Lease, the Equipment Management Agreement or the any other Transaction Documents Document or (C) seeking any determination or ruling that is reasonably likely to materially and adversely affect the performance by the Manager of its obligations under, or the validity or enforceability of, this Agreement, the Master Lease, the Equipment Management Agreement or the any other Transaction Documents Document to which it is a party;.
8.1.5 The execution, delivery and performance of the transactions contemplated by and the fulfillment of the terms of this Agreement and the other Transaction Documents will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational documents of the Manager, or any material term of any indenture, agreement, mortgage, deed of trust, or other instrument to which Manager shall comply with is a party or by which it is bound, or result in the procedures set forth in Section 3 hereof with respect creation or imposition of any Lien upon any of its properties pursuant to the leasing and management terms of the Managed Containers;any such indenture, agreement, mortgage, deed of trust, or other instrument, or violate any law or any order, rule, or regulation applicable to Manager of any court or of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over Manager or any of its properties, in each case, other than any conflict, breach, default, Lien, or violation that would not reasonably be expected to result in a Material Adverse Change.
8.1.6 The Manager will comply, in shall take all material respects, with all acts, rules, regulations, orders, decrees and directions of any governmental authority that are applicable to the Lease Agreements, the Equipment Management Agreement and the Managed Containers or any part thereof; provided, however, that the Manager may contest any act, regulation, order, decree or direction in any reasonable manner which shall not materially and adversely affect the rights of the Noteholders or the Lead Arrangers therein; and provided, further, that such contests shall be in good faith by appropriate proceedings and as to which adequate reserves in accordance with GAAP have been established, but only so long as such proceedings shall not, individually or in the aggregate, subject the Lead Arrangers, any Noteholder, the Indenture Trustee to any civil or criminal liability or involve any risk of loss of any Collateral.
8.1.7 The Manager shall execute and file such registration of charges, UCC financing statements or documents of similar import (and take such actions as may be necessary to maintain in full force and effect such charges, financing statements or documents of similar import) in such manner and in such places as shall be (i) reasonably requested by perform the Indenture Trustee, the Administrative Agent or either Lead Arranger or (ii) required by applicable law, in order to fully preserve, maintain and protect the security interest Issuer’s obligations under Section 604 of the Indenture Trustee, on behalf of the Noteholders, the Administrative Agent, the Lead Arrangers and each Eligible Interest Rate Hedge Counterparty, in and to the CollateralIndenture.
8.1.8 8.1.7 The Manager will fulfill all of its obligations as lessor under any Lease Agreement and the Equipment Management Agreement to which a Managed Container is subjectsubject except where any such nonfulfillment would not reasonably be expected to materially and adversely affect the rights of the Owner under such Lease. The Manager shall use commercially reasonable efforts to perform all of the Owner’s duties and obligations under the Transaction Documents to which the Owner is a party; provided, however, that nothing contained herein shall be construed as an express or implied guaranty by the Manager of the Notes or any other Outstanding Obligation incurred by the Owner.
8.1.9 Immediately upon 8.1.8 Promptly, but in any case within seven (7) Business Days of an Authorized Officer becoming aware of the existence of any condition or event which constitutes a Manager Default, Trigger Early Amortization Event or an Event of Default, or any event which, with the lapse of time or the giving of notice, would constitute a Manager Default, Trigger Event or an Event of Default and which, in each case, has not been waived in writing by the Control PartyRequisite Global Majority, the Manager shall deliver to the Owner, each Noteholder, the Transition Agent and the Indenture Trustee and the Lead Arrangers a written notice describing the nature of such event and period of existence and, in the case of a Manager Default, the action the Manager is taking or proposed to take with respect thereto.
8.1.9 Since the date of the most audited financial statements of TAL International Group delivered pursuant to Section 625 of the Indenture, there has been no Material Adverse Change in the financial condition of the Manager.
8.1.10 The Manager has prepared will operate the Managed Containers so as not knowingly cause a business plan and container cash flow projectionviolation of the Trading With the Enemy Act (50 U.S.C. § 1 et seq., delivered to the Lead Arrangers on July 20, 2006 and August 22, 2006, respectively, as amended) (the “Business PlanTrading With the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore, none of the Manager or its Affiliates (i) is or will become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person.”
8.1.11 The credit and collection policy used by the Manager as in effect on the Closing Date (which includes certain strategies policy also addresses the criteria under which a lessee is allowed to self-insure for property and financial alternatives, including a potential refinancing or permanent restructuring liability risks) is attached as Exhibit C hereto. The credit and collection policy used by the Manager is subject to modification from time to time at the discretion of the Manager’s unsecured financial obligations. The Manager has prepared unaudited financial statements for “Credit and Collection Policy” shall mean the year ended 31 December 2005, delivered to the Lead Arrangers on July 7, 2006 (the “Unaudited 2005 Financial Information”). The Unaudited 2005 Financial Information has been prepared in good faith credit and collection policy used by the Manager by reference to the books and records of the Manager and, subject to the following, the Manager believes that the Unaudited 2005 Financial Information is indicative of the results of operations for the periods included therein:
(i) the Manager had significant asset write-offs in 2005, as noted in the Unaudited 2005 Financial Information; the amount and timing of such write-offs may require adjustment;
(ii) the Manager is in default under agreements in respect of substantially all of the Manager group borrowings, and as a result most if not all of its indebtedness would be treated as current and due under US GAAP; such a change would affect the Unaudited 2005 Financial Information;
(iii) Assets held for sale are recorded in the Unaudited 2005 Financial Information at values determined at the time of preparation of the Unaudited 2005 Financial Information; these values would require updating, which may result in adjustments;
(iv) Certain adjustments identified modified by the Manager and other advisors that may have been considered immaterial adjustments at the from time of preparation of the Unaudited 2005 Financial Information may be material in respect of the Manager’s financial position; such adjustments, if made, would amend the Unaudited 2005 Financial Information;
(v) the Manager has not completed its internal processes to support certifications required to be filed with the Manager’s annual report on Form 10-K for the year ended 31 December 2005; disclosures determined during that process may effect the Unaudited 2005 Financial Information; and
(vi) the Manager management has not delivered a management representation letter in respect of the financial information included in the Unaudited 2005 Financial Information. The projections were prepared in good faith based on assumptions that are believed by the Manager to be reasonable. The Manager believes that the information in the Business Plan, and the management presentation of July 18, 2006, copies of which have been given to the Lead Arrangers, are accurate based on the information available to the Manager at the time such Business Plan and management presentation were preparedtime.
8.1.11 The consummation of the transactions contemplated by the Indenture to be consummated on the 2006 Closing Date will not violate any Applicable Law or any contractual obligation of the Manager (including without limitation, the Manager’s public indentures in respect of the Manager’s 10¾% Senior Notes Due 2006, 7 7/8% Senior Notes Due 2008, 12½% Senior Notes Due 2009 and 10½% Senior Notes Due 2012).
8.1.12 The Manager shall not amend, supplement or otherwise modify the Shareholder Agreement of SPC Parent without the prior written consent of the Lead Arrangers.
Appears in 1 contract
Sources: Management Agreement (TAL International Group, Inc.)