Common use of Provision and contents of Compliance Certificate Clause in Contracts

Provision and contents of Compliance Certificate. (a) The Borrower shall supply a Compliance Certificate to the Agent with each set of Annual Financial Statements and each set of Quarterly Financial Statements. (b) Each Compliance Certificate shall, amongst other things, set out (in reasonable detail): (i) computations as to compliance with the Group Interest Cover Covenant and the Group Leverage Covenant (if supplied with financial statements of the Borrower) or the LTV Covenant (if supplied with financial statements of the Guarantors and Portfolio Companies) as at the last day of the Financial Quarter or Financial Year to which it relates; (ii) a list of Eligible Operating Companies as at the last day of the Financial Quarter or Financial Year to which it relates, showing the computations of PC EBITDA, PC Xxxxxxxx and PC Interest Cover for each such Eligible Operating Company; (iii) if supplied with Annual Financial Statements of the Borrower, confirmation of the computations of the LTV Covenant in respect of the last Financial Quarter of the relevant Financial Year shown in the relevant Compliance Certificate supplied for that Financial Quarter; (iv) if supplied with the Quarterly Financial Statements of the Borrower, for each Operating Company: (A) the percentage of its shares, if any, held (directly or indirectly) by Minority Shareholders during the relevant Financial Quarter, and any change to such percentage during that Financial Quarter (including the date of change and the corresponding impact on the calculation of the PC EBITDA of that Operating Company); and (B) in the case of an Operating Company that was (or the Holding Company of which was) the subject of a PC Acquisition or PC Disposal during that Financial Quarter, the date of closing and the corresponding impact on the calculation of the PC EBITDA of that Operating Company; and (v) if supplied with the Quarterly Financial Statements of the Borrower a report on the Transaction Accounts for the relevant Financial Quarter, showing : (A) the balance of each Transaction Account as at the end of that Financial Quarter; (B) the amount of any PC Disposal Proceeds withdrawn from the Holding Account during that Financial Quarter, referencing the applicable PC Disposal Proceeds Spend Period, the PC Acquisition against which they were applied and the date of application; (C) the remaining amount of any PC Disposal Proceeds standing to the credit of the Holding Account as at the end of that Financial Quarter, in each case referencing the PC Disposal from which they derive, and the start and end date of the applicable PC Disposal Proceeds Spend Period; and (D) in respect of any amounts withdrawn from the Distributions Account during that Financial Quarter, and: 1) representing the proceeds of a Utilisation made to fund a Funded PC Acquisition and related PC Acquisition Costs, the amounts so withdrawn, the Funded PC Acquisition against which they were applied and the date of application; or 2) representing Permitted Borrower Costs or Cure Deposits, the amounts so withdrawn. (c) Each Compliance Certificate shall be accompanied by an updated Group Structure Chart (unless there has been no change since the date the previous Group Structure Chart was delivered under this Agreement, and the Borrower certifies in that Compliance Certificate that this is the case). (d) Each Compliance Certificate shall be signed by two directors of the Borrower.

Provision and contents of Compliance Certificate. (a) The Borrower Parent shall supply a Compliance Certificate to the Administrative Agent quarterly with each set of Annual Financial Statements and each set of Quarterly Financial Statementsits financial statements delivered under Section 5.01 above. (b) Each The Compliance Certificate shall, amongst among other things, (i) certify that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specify the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) set out (in reasonable detail): (i) computations as to (x) compliance with Section 6.02 and (y) the Group Interest Cover Covenant Available Amount (as defined in each of this Agreement, the French Revolving Facility Agreement and the Group Leverage Covenant U.S. Term Loan Credit Agreement, in each case as of the Amendment Effective Date) as of the end of the fiscal period then ended and any uses of each such Available Amount during such period (if supplied and, in the event that any Permitted Acquisition, Permitted Loan, Permitted Investment or Restricted Payment for which any such Available Amount could have been used but for the existence of a basket has occurred during such period, the usage and remaining amount of such basket), (iii) in the case of a Compliance Certificate delivered with the financial statements required by Section 5.01(a), set forth (A) Parent’s calculation of Excess Cash Flow for the Fiscal Year then ended, (B) Parent’s calculation of the Borroweraggregate net book value of the Transaction Security as of the last day of the Fiscal Year then ended and (C) or the LTV Covenant Available Amount Not Otherwise Applied (if supplied with as defined in each of this Agreement, the French Revolving Facility Agreement and the U.S. Term Loan Credit Agreement (in the case of the French Revolving Facility Agreement and the U.S. Term Loan Credit Agreement, as of the Amendment Effective Date)) at the date of the applicable financial statements and (iv) in the case of a Compliance Certificate delivered with the Guarantors and Portfolio Companies) financial statements required by Section 5.01(b), attaching the Updated Group Structure Chart updated as at the last day of the Financial Quarter or Financial Year to which it relates; (ii) a list of Eligible Operating Companies as at the last day of the Financial Quarter or Financial Year to which it relates, showing the computations of PC EBITDA, PC Xxxxxxxx and PC Interest Cover for each such Eligible Operating Company; (iii) if supplied with Annual Financial Statements of the Borrower, confirmation of the computations of the LTV Covenant in respect of the last Financial Quarter of the relevant Financial Year shown in the relevant Compliance Certificate supplied for that Financial Quarter; (iv) if supplied with the Quarterly Financial Statements of the Borrower, for each Operating Company: (A) the percentage of its shares, if any, held (directly or indirectly) by Minority Shareholders during the relevant Financial Quarter, and any change to such percentage during that Financial Quarter (including the date of change and the corresponding impact on the calculation of the PC EBITDA of that Operating Company); and (B) in the case of an Operating Company that was (or the Holding Company of which was) the subject of a PC Acquisition or PC Disposal during that Financial Quarter, the date of closing and the corresponding impact on the calculation of the PC EBITDA of that Operating Company; and (v) if supplied with the Quarterly Financial Statements of the Borrower a report on the Transaction Accounts for the relevant Financial Quarter, showing : (A) the balance of each Transaction Account as at the end of that Financial Quarter; (B) the amount of any PC Disposal Proceeds withdrawn from the Holding Account during that Financial Quarter, referencing the applicable PC Disposal Proceeds Spend Period, the PC Acquisition against which they were applied and the date of application; (C) the remaining amount of any PC Disposal Proceeds standing to the credit of the Holding Account as at the end of that Financial Quarter, in each case referencing the PC Disposal from which they derive, and the start and end date of the applicable PC Disposal Proceeds Spend Period; and (D) in respect of any amounts withdrawn from the Distributions Account during that Financial Quarter, and: 1) representing the proceeds of a Utilisation made to fund a Funded PC Acquisition and related PC Acquisition Costs, the amounts so withdrawn, the Funded PC Acquisition against which they were applied and the date of application; or 2) representing Permitted Borrower Costs or Cure Deposits, the amounts so withdrawn. (c) Each Compliance Certificate shall be accompanied signed by an updated Group Structure Chart (unless there has been no change since two authorized officers of Parent and, if required to be delivered with the date consolidated Annual Financial Statements of Parent, shall be reported on by Parent’s Auditors in a form acceptable to the previous Group Structure Chart was delivered under this Agreement, Auditors and reasonably acceptable to the Borrower certifies in that Compliance Certificate that this is the case)Administrative Agent. (d) Each Compliance Certificate delivered with financial statements provided under Section 5.01(a) above shall be signed by two directors contain (i) details of any reclassification of Financial Indebtedness between clauses of the Borrowerdefinition of Permitted Financial Indebtedness and (ii) the list of Material Subsidiaries as of the last day of the applicable Fiscal Year.

Provision and contents of Compliance Certificate. (a) The Borrower Issuer shall supply a Compliance Certificate to the Agent with each set of Annual Financial Statements and each set of Quarterly Financial Statements. (b) Each Compliance Certificate shall, amongst other things, set out (in reasonable detail): (i) computations as to compliance with the Group Interest Cover Covenant and the Group Leverage Covenant (if supplied with financial statements of the BorrowerIssuer) or the LTV Covenant (if supplied with financial statements of the Guarantors and Portfolio Companies) as at the last day of the Financial Quarter or Financial Year to which it relates; (ii) a list of Eligible Operating Companies as at the last day of the Financial Quarter or Financial Year to which it relates, showing the computations of PC EBITDA, PC Xxxxxxxx Lxxxxxxx and PC Interest Cover for each such Eligible Operating Company; (iii) if supplied with Annual Financial Statements of the BorrowerIssuer, confirmation of the computations of the LTV Covenant in respect of the last Financial Quarter of the relevant Financial Year shown in the relevant Compliance Certificate supplied for that Financial Quarter; (iv) if supplied with the Quarterly Financial Statements of the BorrowerIssuer, for each Operating Company: (A) the percentage of its shares, if any, held (directly or indirectly) by Minority Shareholders during the relevant Financial Quarter, and any change to such percentage during that Financial Quarter (including the date of change and the corresponding impact on the calculation of the PC EBITDA of that Operating Company); and (B) in the case of an Operating Company that was (or the Holding Company of which was) the subject of a PC Acquisition or PC Disposal during that Financial Quarter, the date of closing and the corresponding impact on the calculation of the PC EBITDA of that Operating Company; and (v) if supplied with the Quarterly Financial Statements of the Borrower Issuer a report on the Transaction Accounts for the relevant Financial Quarter, showing : (A) the balance of each Transaction Account as at the end of that Financial Quarter; (B) the amount of any PC Disposal Proceeds withdrawn from the Holding Account during that Financial Quarter, referencing the applicable PC Disposal Proceeds Spend Period, the PC Acquisition against which they were applied and the date of application; (C) the remaining amount of any PC Disposal Proceeds standing to the credit of the Holding Account as at the end of that Financial Quarter, in each case referencing the PC Disposal from which they derive, and the start and end date of the applicable PC Disposal Proceeds Spend Period; and. (D) in respect of any amounts withdrawn from the Distributions Account during that Financial Quarter, and: 1) representing the proceeds of a Utilisation Subscription made to fund a Funded PC Acquisition and related PC Acquisition Costs, the amounts so withdrawn, the Funded PC Acquisition against which they were applied and the date of application; or 2) representing Permitted Borrower Issuer Costs or Cure Deposits, the amounts so withdrawn. (c) Each Compliance Certificate shall be accompanied by an updated Group Structure Chart (unless there has been no change since the date the previous Group Structure Chart was delivered under this Agreement, and the Borrower Issuer certifies in that Compliance Certificate that this is the case). (d) Each Compliance Certificate shall be signed by two directors of the BorrowerIssuer.

Provision and contents of Compliance Certificate. (a) The Borrower shall supply supply: (i) commencing with the First Test Date, a Compliance Certificate to the Agent with each set of its audited consolidated Annual Financial Statements and each set of its consolidated Quarterly Financial Statements; and (ii) commencing from the first full month end after the Closing Date, an officer’s certificate to the Agent with each set of bank statements delivered pursuant to paragraph (d) of Clause 21.1 (Financial statements). (b) Each The Compliance Certificate shall, amongst other things, set out (in reasonable detail): (i) computations as to compliance with Clause 22 (Financial covenants) (including, where relevant, the effect of any election under Clause 22.4 (Equity cure)), Clause 23.44 (Required Distribution Amount), 23.45 (Payment Waterfall) and 23.46 (Onshore VLN Accounts and Offshore VLN Account), any amount which is required to be prepaid under Clause 8.2 (Disposal, Insurance and Recovery Proceeds and Excess Cashflow), the list of Material Companies, the key operating data of all material operating games of the Group Interest Cover Covenant and the Group Leverage Covenant compliance with Clause 23.43 (if supplied with financial statements of the BorrowerDSRA) or the LTV Covenant and Clause 23.45 (if supplied with financial statements of the Guarantors Payment Waterfall) and Portfolio Companies) as at the last day of the Financial Quarter or Financial Year to which it relates; (ii) a list of Eligible Operating Companies as at the last day of the Financial Quarter or Financial Year to which it relates, showing the computations of PC EBITDA, PC Xxxxxxxx and PC Interest Cover for each such Eligible Operating Company; (iii) if supplied with Annual Financial Statements of the Borrower, confirmation of the computations of the LTV Covenant in respect of the last Financial Quarter of the relevant Financial Year shown shall be otherwise in the relevant form set out in Schedule 8 (Form of Compliance Certificate supplied for that Financial Quarter; (iv) if supplied with the Quarterly Financial Statements of the Borrower, for each Operating Company: (A) the percentage of its shares, if any, held (directly or indirectly) by Minority Shareholders during the relevant Financial Quarter, and any change to such percentage during that Financial Quarter (including the date of change and the corresponding impact on the calculation of the PC EBITDA of that Operating CompanyCertificate); and (B) in the case of an Operating Company that was (or the Holding Company of which was) the subject of a PC Acquisition or PC Disposal during that Financial Quarter, the date of closing and the corresponding impact on the calculation of the PC EBITDA of that Operating Company; and (v) if supplied with the Quarterly Financial Statements of the Borrower a report on the Transaction Accounts for the relevant Financial Quarter, showing : (A) the balance of each Transaction Account as at the end of that Financial Quarter; (B) the amount of any PC Disposal Proceeds withdrawn from the Holding Account during that Financial Quarter, referencing the applicable PC Disposal Proceeds Spend Period, the PC Acquisition against which they were applied and the date of application; (C) the remaining amount of any PC Disposal Proceeds standing to the credit of the Holding Account as at the end of that Financial Quarter, in each case referencing the PC Disposal from which they derive, and the start and end date of the applicable PC Disposal Proceeds Spend Period; and (D) in respect of any amounts withdrawn from the Distributions Account during that Financial Quarter, and: 1) representing the proceeds of a Utilisation made to fund a Funded PC Acquisition and related PC Acquisition Costs, the amounts so withdrawn, the Funded PC Acquisition against which they were applied and the date of application; or 2) representing Permitted Borrower Costs or Cure Deposits, the amounts so withdrawn. (c) Each Compliance Certificate shall be accompanied by an updated Group Structure Chart (unless there has been no change since the date the previous Group Structure Chart was delivered under this Agreement, and the Borrower certifies in that Compliance Certificate that this is the case). (d) Each Compliance Certificate shall be signed by two directors (one of such directors to be the Chief Financial Officer) of the Borrower and: (i) (if required to be delivered with the consolidated Annual Financial Statements of the Borrower) shall be reported on by the Borrower’s Auditors on the proper extraction of the numbers used in the financial covenant calculations; and (ii) (if required to be delivered with (x) the consolidated financial statements for the second Financial Quarter in a Financial Year or (y) the consolidated Annual Financial Statements of the Borrower) shall be reported on by the Borrower’s Auditors on whether or not a Subsidiary is a Material Company and whether the requirements of Clause 23.32 (Guarantors) were satisfied in respect of the Financial Year to which those financial statements relate, unless the Auditors in the relevant jurisdiction have adopted a general policy of not providing such reports or, if the Borrower’s Auditors as a matter of practice in respect of such reports require the Finance Parties to sign a letter of engagement with them, the Finance Parties have confirmed that they will not enter into such engagement letters with the Borrower’s Auditors.

Provision and contents of Compliance Certificate. (a) The Borrower Parent shall supply a Compliance Certificate to the Agent Agent, who will distribute to each Lender: (i) with each set of Annual financial statements delivered pursuant to paragraphs (a) and (b) of Clause 21.1 (Financial Statements statements) if the Public Debt Ratings are equal to or higher than BBB- and Baa3 (with at least a stable outlook); provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BBB- or Baa3 as applicable; or (ii) otherwise with each set of Quarterly financial statements delivered pursuant to paragraphs (a), (b) and (c) of Clause 21.1 (Financial Statements.statements), (b) Each a Compliance Certificate shallsetting out (in reasonable detail) computations as to compliance with Clause 22 (Financial Covenants) as at the date as at which those financial statements were prepared, amongst other thingsincluding, prior to the completion of the Mergers, an explanation as to how the average US$/€ rate has been calculated and disclosure of items included in EBITDA, Total Net Debt and Total Net Interest Costs with an indication of the value of each item expressed as per the consolidated financial statements. (c) Commencing with the Compliance Certificate that is deliverable with respect to the first Financial Quarter ending after the date on which the Mergers are completed, the Compliance Certificate delivered in respect of the Financial Quarters ending in June and December in each Financial Year shall set out (in reasonable detail): (i) computations as to compliance with Clause 23.24 (Guarantor Threshold Test and Additional Guarantors). (d) Commencing with the Group Interest Cover Covenant and the Group Leverage Covenant (if supplied Compliance Certificate that is deliverable with financial statements of the Borrower) or the LTV Covenant (if supplied with financial statements of the Guarantors and Portfolio Companies) as at the last day of respect to the Financial Quarter or Financial Year to which it relates; (ii) a list of Eligible Operating Companies as at ending on 31 March 2015, the last day of the Financial Quarter or Financial Year to which it relates, showing the computations of PC EBITDA, PC Xxxxxxxx and PC Interest Cover for each such Eligible Operating Company; (iii) if supplied with Annual Financial Statements of the Borrower, confirmation of the computations of the LTV Covenant Compliance Certificate delivered in respect of the last Financial Quarter of the relevant Quarters ending December in each Financial Year shown in shall list the relevant Compliance Certificate supplied for Material Subsidiaries or confirm that Financial Quarter; (iv) if supplied with the Quarterly Financial Statements of the Borrower, for each Operating Company: (A) the percentage of its shares, if any, held (directly or indirectly) by Minority Shareholders during the relevant Financial Quarter, and any change to such percentage during that Financial Quarter (including the date of change and the corresponding impact on the calculation of the PC EBITDA of that Operating Company); and (B) in the case of an Operating Company that was (or the Holding Company of which was) the subject of a PC Acquisition or PC Disposal during that Financial Quarter, the date of closing and the corresponding impact on the calculation of the PC EBITDA of that Operating Company; and (v) if supplied with the Quarterly Financial Statements of the Borrower a report on the Transaction Accounts for the relevant Financial Quarter, showing : (A) the balance of each Transaction Account as at the end of that Financial Quarter; (B) the amount of any PC Disposal Proceeds withdrawn from the Holding Account during that Financial Quarter, referencing the applicable PC Disposal Proceeds Spend Period, the PC Acquisition against which they were applied and the date of application; (C) the remaining amount of any PC Disposal Proceeds standing to the credit of the Holding Account as at the end of that Financial Quarter, in each case referencing the PC Disposal from which they derive, and the start and end date of the applicable PC Disposal Proceeds Spend Period; and (D) in respect of any amounts withdrawn from the Distributions Account during that Financial Quarter, and: 1) representing the proceeds of a Utilisation made to fund a Funded PC Acquisition and related PC Acquisition Costs, the amounts so withdrawn, the Funded PC Acquisition against which they were applied and the date of application; or 2) representing Permitted Borrower Costs or Cure Deposits, the amounts so withdrawn. (c) Each Compliance Certificate shall be accompanied by an updated Group Structure Chart (unless there has been no change to the list of Material Subsidiaries since the date the previous Group Structure Chart was delivered under this Agreement, and the Borrower certifies in that Compliance Certificate that this is for the case)Financial Quarter ending 31 December. (de) Each Compliance Certificate shall be signed by two directors duly authorised signatory of the BorrowerParent and shall be reported on by the Auditors with respect to the information provided pursuant to Clause 20.2(a) (in the form agreed by the Auditors) when the audited consolidated Financial Statements for the Group are delivered pursuant to paragraph (a) of Clause 21.1 (Financial statements).

Provision and contents of Compliance Certificate. (a) The Borrower Parent shall supply a Compliance Certificate to the Agent with each set of its audited consolidated Annual Financial Statements and each set of its consolidated Quarterly Financial Statements. (b) Each The Compliance Certificate shall, amongst other things, (i) set out (in reasonable detail): (i) computations as to compliance with Clause 26 (Financial covenants), (ii) confirm the amount of Capital Expenditure made by the Group Interest Cover Covenant in that Financial Quarter and in the Group Leverage Covenant current Financial Year to date, (if supplied with financial statements iii) confirm which of its Subsidiaries are Material Companies and confirm that the Borrower) or the LTV Covenant (if supplied with financial statements aggregate EBITDA and gross assets of the Guarantors (in each case calculated on an unconsolidated basis and Portfolio Companiesexcluding all intra-Group items) as at the last day exceeds 80% of those of the Financial Quarter or Financial Year to which it relates; Group (ii) on a list of Eligible Operating Companies as at the last day of the Financial Quarter or Financial Year to which it relatesconsolidated basis and excluding goodwill and intangible assets), showing the computations of PC EBITDA, PC Xxxxxxxx and PC Interest Cover for each such Eligible Operating Company; (iii) if supplied with Annual Financial Statements of the Borrower, confirmation of the computations of the LTV Covenant in respect of the last Financial Quarter of the relevant Financial Year shown in the relevant Compliance Certificate supplied for that Financial Quarter; (iv) if supplied with the Quarterly Financial Statements confirm how much cash is held in accounts by Obligors and members of the BorrowerGroup that are not Obligors, for each Operating Company: (A) the percentage of its shares, if any, held (directly or indirectly) by Minority Shareholders during the relevant Financial Quarter, and any change to such percentage during that Financial Quarter (including the date of change and the corresponding impact on the calculation of the PC EBITDA of that Operating Company); and (B) in the case of an Operating Company that was (or the Holding Company of which was) the subject of a PC Acquisition or PC Disposal during that Financial Quarter, the date of closing and the corresponding impact on the calculation of the PC EBITDA of that Operating Company; and (v) if supplied with confirm what the Quarterly Financial Statements Available Amount currently is and what the Available Amount is projected to be throughout the 12 Month period following delivery of the Borrower a report on the Transaction Accounts for the relevant Financial Quarter, showing : (A) the balance of each Transaction Account as at the end of that Financial Quarter; (B) the amount of any PC Disposal Proceeds withdrawn from the Holding Account during that Financial Quarter, referencing the applicable PC Disposal Proceeds Spend Period, the PC Acquisition against which they were applied and the date of application; (C) the remaining amount of any PC Disposal Proceeds standing to the credit of the Holding Account as at the end of that Financial Quarter, in each case referencing the PC Disposal from which they deriveCompliance Certificate, and (vi) confirm whether the start Revolving Facility is fully drawn, and end date if fully drawn, whether the Revolving Facility is projected to be fully drawn for a period of 3 consecutive months or more at any time during the applicable PC Disposal Proceeds Spend Period; and following 12 Month period. For the avoidance of doubt, nothing in this paragraph (Db) in respect of shall require any amounts withdrawn from Chargor to do anything that would be unlawful or require directors to breach their duties under the Distributions Account during that Financial Quarter, and: 1) representing the proceeds of a Utilisation made to fund a Funded PC Acquisition and related PC Acquisition Costs, the amounts so withdrawn, the Funded PC Acquisition against which they were applied and the date of application; or 2) representing Permitted Borrower Costs or Cure Deposits, the amounts so withdrawnAct. (c) Each Compliance Certificate shall be accompanied by an updated Group Structure Chart (unless there has been no change since the date the previous Group Structure Chart was delivered under this Agreement, and the Borrower certifies in that Compliance Certificate that this is the case). (d) Each Compliance Certificate shall be signed by two directors one of whom must be the Chief Financial Officer of the BorrowerGroup and, if required to be delivered with the consolidated Annual Financial Statements of the Parent, shall be reported on by the Parent's Auditors in the form agreed by the Parent and the Majority Lenders but only if at least five Business Days before the last date for the delivery of such Compliance Certificate the Lenders have agreed an engagement letter with the Auditors for the provision of such report.

Provision and contents of Compliance Certificate. (a) The Borrower Parent shall supply a Compliance Certificate to the Agent Agent, who will distribute to each Lender: (i) with each set of Annual financial statements delivered pursuant to paragraphs (a) and (b) of Clause 21.1 (Financial Statements statements) if the Public Debt Ratings are equal to or higher than BBB- and Baa3 (with at least a stable outlook); provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BBB- or Baa3 as applicable; or (ii) otherwise with each set of Quarterly financial statements delivered pursuant to paragraphs (a), (b) and (c) of Clause 21.1 (Financial Statementsstatements) commencing with the Financial Quarter ending on 30 September 2017, a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 22 (Financial Covenants) as at the date as at which those financial statements were prepared, including an explanation as to how the average US$/€ rate has been calculated and disclosure of items included in EBITDA, Total Net Debt and Total Net Interest Costs with an indication of the value of each item expressed as per the consolidated financial statements. (b) Each Commencing with the Compliance Certificate shallthat is deliverable with respect to the Financial Quarter ending on 31 December 2017, amongst other things, the Compliance Certificate delivered in respect of the Financial Quarters ending in June and December in each Financial Year shall set out (in reasonable detail): (i) computations as to compliance with the Group Interest Cover Covenant Clause 23.23 (Guarantor threshold test and the Group Leverage Covenant (if supplied with financial statements of the Borrower) or the LTV Covenant (if supplied with financial statements of the Guarantors and Portfolio Companies) as at the last day of the Financial Quarter or Financial Year to which it relates; (ii) a list of Eligible Operating Companies as at the last day of the Financial Quarter or Financial Year to which it relates, showing the computations of PC EBITDA, PC Xxxxxxxx and PC Interest Cover for each such Eligible Operating Company; (iii) if supplied with Annual Financial Statements of the Borrower, confirmation of the computations of the LTV Covenant in respect of the last Financial Quarter of the relevant Financial Year shown in the relevant Compliance Certificate supplied for that Financial Quarter; (iv) if supplied with the Quarterly Financial Statements of the Borrower, for each Operating Company: (A) the percentage of its shares, if any, held (directly or indirectly) by Minority Shareholders during the relevant Financial Quarter, and any change to such percentage during that Financial Quarter (including the date of change and the corresponding impact on the calculation of the PC EBITDA of that Operating CompanyAdditional Guarantors); and (B) in the case of an Operating Company that was (or the Holding Company of which was) the subject of a PC Acquisition or PC Disposal during that Financial Quarter, the date of closing and the corresponding impact on the calculation of the PC EBITDA of that Operating Company; and (v) if supplied with the Quarterly Financial Statements of the Borrower a report on the Transaction Accounts for the relevant Financial Quarter, showing : (A) the balance of each Transaction Account as at the end of that Financial Quarter; (B) the amount of any PC Disposal Proceeds withdrawn from the Holding Account during that Financial Quarter, referencing the applicable PC Disposal Proceeds Spend Period, the PC Acquisition against which they were applied and the date of application; (C) the remaining amount of any PC Disposal Proceeds standing to the credit of the Holding Account as at the end of that Financial Quarter, in each case referencing the PC Disposal from which they derive, and the start and end date of the applicable PC Disposal Proceeds Spend Period; and (D) in respect of any amounts withdrawn from the Distributions Account during that Financial Quarter, and: 1) representing the proceeds of a Utilisation made to fund a Funded PC Acquisition and related PC Acquisition Costs, the amounts so withdrawn, the Funded PC Acquisition against which they were applied and the date of application; or 2) representing Permitted Borrower Costs or Cure Deposits, the amounts so withdrawn. (c) Each Commencing with the Compliance Certificate that is deliverable with respect to the Financial Quarter ending on 31 December 2017, the Compliance Certificate delivered in respect of the Financial Quarters ending 31 December in each Financial Year shall be accompanied by an updated Group Structure Chart (unless list the Material Subsidiaries or confirm that there has been no change to the list of Material Subsidiaries since the date the previous Group Structure Chart was delivered under this Agreement, and the Borrower certifies in that Compliance Certificate that this is for the caseFinancial Quarter ending 31 December (or, with respect to the first Compliance Certificate, the list of Material Subsidiaries delivered to the Agent under Clause 4.1 (Initial conditions precedent)). (d) Each Compliance Certificate shall be signed by two directors duly authorised signatory of the BorrowerParent and shall be reported on by the Auditors with respect to the information provided pursuant to Clause 21.2(a) (in the form agreed by the Auditors) when the audited consolidated Financial Statements for the Group are delivered pursuant to paragraph (a) of Clause 21.1 (Financial statements).

Provision and contents of Compliance Certificate. (a) The Borrower shall supply a Compliance Certificate to the Facility Agent with each set of the Annual Financial Statements, each set of the Semi-Annual Financial Statements and each set of the Quarterly Financial Statements. (b) Each Compliance Certificate shall, amongst other things, : (i) set out (in reasonable detail): (i) computations as to compliance with the Group Interest Cover Covenant and the Group Leverage Covenant (if supplied with financial statements of the Borrower) or the LTV Covenant (if supplied with financial statements of the Guarantors and Portfolio Companies) as at the last day of the Financial Quarter or Financial Year to which it relates; (ii) a list of Eligible Operating Companies as at the last day of the Financial Quarter or Financial Year to which it relates, showing the computations of PC EBITDA, PC Xxxxxxxx and PC Interest Cover for each such Eligible Operating Company; (iii) if supplied with Annual Financial Statements of the Borrower, confirmation of the computations of the LTV Covenant in respect of the last Financial Quarter of the relevant Financial Year shown in the relevant Compliance Certificate supplied for that Financial Quarter; (iv) if supplied with the Quarterly Financial Statements of the Borrower, for each Operating Companyto: (A) commencing on and from the percentage of its sharesFirst Test Date, if anycompliance with Clause 22 (Financial covenants) (including, held (directly or indirectly) by Minority Shareholders during the relevant Financial Quarter, and any change to such percentage during that Financial Quarter (including the date of change and the corresponding impact on the calculation of the PC EBITDA of that Operating Company); and (B) in the case of an Operating Company that was (or the Holding Company of which was) the subject of a PC Acquisition or PC Disposal during that Financial Quarterwhere relevant, the date effect of closing and the corresponding impact on the calculation of the PC EBITDA of that Operating Company; and any election under Clause 22.4 (v) if supplied with the Quarterly Financial Statements of the Borrower a report on the Transaction Accounts for the relevant Financial Quarter, showing : (A) the balance of each Transaction Account as at the end of that Financial QuarterEquity cure)); (B) the any amount which is required to be prepaid under paragraph (b) of any PC Disposal Proceeds withdrawn from the Holding Account during that Financial Quarter, referencing the applicable PC Disposal Proceeds Spend Period, the PC Acquisition against which they were applied Clause 8.1 (Exit and the date of applicationFlotation); (C) the remaining amount of (1) any New Shareholder Injection and (2) any Acceptable Funding Source received by any Group Member since (in the case of the first Compliance Certificate) the date of this Agreement or (in the case of any subsequent Compliance Certificate) the expiry of the period of the Annual Financial Statements, Semi-Annual Financial Statements or Quarterly Financial Statements to which the immediately preceding Compliance Certificate relates; (D) the amount of any PC Disposal Proceeds Cure Amount received and the application of any amount standing to the credit of the Holding Cure Amount Account as at the end (including particulars of that Financial Quarterany person in favour of which such amount is withdrawn, in each case referencing the PC Disposal from which they derive, transferred or applied and the start nature of such withdrawal, transfer or application), since (in the case of the first Compliance Certificate delivered after the Amendment and end Restatement Effective Date) the Amendment and Restatement Effective Date or (in the case of any subsequent Compliance Certificate) the date of the applicable PC Disposal Proceeds Spend Periodimmediately preceding Compliance Certificate; and (DE) in respect compliance with Clause 23.27 (DSRA and Distribution Account); (ii) certify (A) the aggregate outstanding amount of Lionbridge Investments and the maturity date of each of such Lionbridge Investments and (B) whether any amounts withdrawn from the Distributions Account during that Financial Quarter, and: 1) representing the proceeds of a Utilisation Lionbridge Investment has been made to fund a Funded PC Acquisition and related PC Acquisition Costs, the amounts so withdrawn, the Funded PC Acquisition against which they were applied and on or after the date of application; the previous Compliance Certificate (or 2) representing Permitted Borrower Costs or Cure Deposits, in the case of the first Compliance Certificate, the amounts date of this Agreement) and if so withdrawnthe amount of such Lionbridge Investment and whether the condition set out in paragraph (b) of the definition of “New Lionbridge Investment” is satisfied with respect to such Lionbridge Investment; and (iii) confirm that no Default has occurred and is continuing or, if a Default is continuing, specify the nature of such Default and the steps being taken to remedy such Default, and shall be otherwise in the form set out in Schedule 8 (Form of Compliance Certificate). (c) Each Compliance Certificate shall be accompanied signed by an updated Group Structure Chart (unless there has been no change since the date the previous Group Structure Chart was delivered under this Agreement, and a director of the Borrower certifies in that Compliance Certificate that this is or the case)Chief Financial Officer. (d) Each Compliance Certificate shall be signed by two directors of the Borrower.