Common use of Other documents and evidence Clause in Contracts

Other documents and evidence. (a) Evidence that any process agent referred to in Clause 42.2 (Service of process), if not an Original Loan Party, has accepted its appointment. (b) The Group Structure Chart which shows the Group assuming the Closing Date has occurred, the Material Companies and the Unrestricted Subsidiaries. (c) A copy, certified by an authorised signatory of the Parent to be a true copy, of the Original Financial Statements of each Loan Party. (d) A certificate of the Parent addressed to the Finance Parties confirming which companies within the Group are Material Companies or Unrestricted Subsidiaries and that the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in Clause 22 (Financial Covenants)) (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) of the Original Loan Parties represents 75 per cent. or more of the Consolidated EBITDA (as defined in Clause 22 (Financial Covenants) (excluding the EBITDA of the India Business Companies). (e) Evidence that the fees, costs and expenses then due from the Parent pursuant to Clause 13 (Fees), Clause 14.5 (Stamp taxes) and Clause 18 (Costs and expenses) have been paid or will be paid by the Utilisation Date. (f) The Funds Flow Statement in a form agreed by the Borrower and the Agent detailing the proposed movement of funds on or before the Closing Date. (g) Utilisation Requests relating to any Loans to be made on the Closing Date.

Other documents and evidence. (a) Evidence that any the process agent referred to in Clause 42.2 39.2 (Service of process), if not an Original Loan Party, ) has accepted its appointment.; (b) The Group Structure Chart a copy of any other Authorisation or other document, opinion (of Lenders’ counsel) or assurance which shows the Group assuming Agent reasonably considers to be necessary (if it has notified the Closing Date has occurred, Borrower accordingly) in connection with the Material Companies entry into and performance of the Unrestricted Subsidiaries.transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document; (c) A copy, certified by an authorised signatory of the Parent to be a true copy, of the Original Financial Statements of each Loan Party.Statements; (d) A certificate of the Parent addressed to the Finance Parties confirming which companies within the Group are Material Companies or Unrestricted Subsidiaries and that the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in Clause 22 (Financial Covenants)) (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) of the Original Loan Parties represents 75 per cent. or more of the Consolidated EBITDA (as defined in Clause 22 (Financial Covenants) (excluding the EBITDA of the India Business Companies). (e) Evidence evidence that the fees, costs and expenses then due from the Parent Borrower pursuant to Clause 13 11 (Fees), Clause 14.5 (Stamp taxes) and Clause 18 16 (Costs and expenses) have been paid or will be paid by the proposed Utilisation Date.; (e) the Group Structure Chart; (f) The Funds Flow Statement in a form agreed by the Borrower and the Agent detailing the proposed movement copy of funds on or before the Closing Date.all applicable Acquisition Documents; (g) Utilisation Requests relating evidence that the Acquisition Closing Date has occurred and no material conditions have been waived or consents given under the Acquisition Documents; (h) copies of all applicable Broadcasting Licences of the Target Group; (i) certificate of closing indebtedness and disclosure schedule in relation to the Acquisition; (j) evidence, based on the Group’s annual forecast (in the form and substance satisfactory to the Agent), that the Group does not breach any Loans Financial Covenant on a pro forma basis for the next four succeeding test dates; (k) copies of the latest annual audited financial statements of each Russian Obligor (if applicable) and the 2007 audited financial statements of the Target Group (if available); (l) copies of the latest available financial statements of each Russian Obligor prepared in accordance with RAS; (m) extract from the Unified State Register Of Legal Entities in relation to each Russian Obligor issued by the competent tax authority no earlier than 30 days prior to the date of each of the Finance Documents; (n) an extract from the share register of the Borrower; and (o) such other documents or evidence as the Agent considers to be made on necessary or desirable (if it has notified the Closing DateBorrower accordingly).

Other documents and evidence. (a) List of intra-group loans (accepted by the Agent) granted to and by the Borrowers. (b) Competition clearance relating to acquisition by the Guarantor of the Group. (c) Evidence that the Borrowers and the Group have no Financial Indebtedness other than Permitted Financial Indebtedness. (d) Evidence that any process agent referred to in Clause 42.2 43.2 (Service of process), if not an Original Loan Party, ) has accepted its appointment. (be) The Group Structure Chart which shows Evidence that the Group assuming Guarantor controls (directly or indirectly through the Closing Date has occurred, Borrowers) the Material Companies and the Unrestricted SubsidiariesGroup. (c) A copy, certified by an authorised signatory of the Parent to be a true copy, of the Original Financial Statements of each Loan Party. (d) A certificate of the Parent addressed to the Finance Parties confirming which companies within the Group are Material Companies or Unrestricted Subsidiaries and that the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in Clause 22 (Financial Covenants)) (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) of the Original Loan Parties represents 75 per cent. or more of the Consolidated EBITDA (as defined in Clause 22 (Financial Covenants) (excluding the EBITDA of the India Business Companies). (ef) Evidence that the fees, costs and expenses then due from the Parent Obligors pursuant to Clause 13 16 (Fees), Clause 14.5 16.3 (Fees payable in respect of Letters of Credit), Clause 16.4 (Interest, commission and fees on Ancillary Facilities), Clause 17.5 (Stamp taxes) and Clause 18 21 (Costs and expenses) have been paid or will be paid by the first Utilisation Date. (f) The Funds Flow Statement in a form agreed by the Borrower and the Agent detailing the proposed movement of funds on or before the Closing Date. (g) Utilisation Requests relating Only with respect to Loans under Facility A (and not to any Loans Ancillary Facilities) and Facility B, evidence that acquisition of Apatinska pivara d.o.o. by Molson Coors Serbia d.o.o. has been completed (including cash settlement). From: [Borrower] To: [Agent] Dated: Dear Sirs 1. We refer to the Facilities Agreement. This is a [Further ]Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this [Further ]Utilisation Request. 2. We wish to borrow a Loan on the following terms: (a) Borrower: [·] (b) Proposed Utilisation Date: [·] (or, if that is not a Business Day, the next Business Day) (c) Facility to be made utilised: Facility A (d) Currency of Loan: EUR (e) Amount: [·] or, if less, the Available Facility (f) Interest Period: 1 Month 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the Closing date of this [Further]Utilisation Request. 4. [The proceeds of this Loan should be credited to [account]]. 5. This [Further]Utilisation Request is irrevocable. authorised signatory for [insert name of Borrower] From: [Borrower] To: [Agent] Dated: Dear Sirs 1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to arrange for the Letter of Credit to be issued by the Issuing Bank specified below (which has agreed to do so) on the following terms: (a) Borrower: [·] (b) Issuing Bank: ING Bank N.V. (c) Proposed Utilisation Date.: [·] (or, if that is not a Business Day, the next Business Day) (d) Facility to be utilised: Facility B (e) Currency of Letter of Credit: EUR (f) Amount: [·] or, if less, the Available Facility in relation to Facility B (g) Term: [·] (h) Beneficiary: Bank Mendes ▇▇▇▇

Other documents and evidence. (a) Evidence that any process agent referred to in Clause 42.2 38.2 (Service of process), if not an Original Loan PartyObligor, has accepted its appointment. (b) The Group Structure Chart A copy of any other Authorisation or other document, opinion or assurance which shows the Group assuming Facility Agent considers to be necessary or desirable (if it has notified the Closing Date has occurred, Company accordingly) in connection with the Material Companies entry into and performance of the Unrestricted Subsidiariestransactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (c) A copy, certified by an authorised signatory of the Parent to be a true copy, of the The Original Financial Statements of each Loan PartyOriginal Obligor. (d) A certificate of the Parent addressed to the Finance Parties confirming which companies within the Group are Material Companies or Unrestricted Subsidiaries and that the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in Clause 22 (Financial Covenants)) (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) of the Original Loan Parties represents 75 per cent. or more of the Consolidated EBITDA (as defined in Clause 22 (Financial Covenants) (excluding the EBITDA of the India Business Companies). (e) Evidence that the fees, costs and expenses then due from the Parent Company pursuant to Clause 13 11 (Fees), Clause 14.5 (Stamp taxes) and Clause 18 16 (Costs and expenses) have been paid or will be paid by or on the first Utilisation Date. (e) The obligations of the Company and the Borrower under the Commitment Letter and each Fee Letter shall have been complied with by the Company and the Borrower and be in full force and effect and the Arranger shall have agreed that the conditions set out in the Commitment Letter have been satisfied. (f) The Funds Flow Statement Confirmation satisfactory to the Facility Agent that: (i) the Company has received net proceeds from the Rights Issue of at least US$157,500,000 (after payment of up to US$ 7,500,000 in a form fees and expenses) taking into account any hedging entered into in relation thereto; (ii) such net proceeds are held in the Cash Collateral Account in an amount which is (when added to the Loans) sufficient to pay to the Settlement Trust the amount referred to in sub paragraph (iii) below, and all fees costs and expenses agreed by the Borrower Facility Agent; and (iii) an irrevocable instruction has been sent (which instruction shall be given in the Utilisation Request) by the Company to the Facility Agent instructing it to transfer $722,252,807.08 (as such amount may be adjusted after the date hereof in accordance with the terms of the Settlement) comprising amounts credited to the Cash Collateral Account and the Agent detailing proceeds of the proposed movement Loans, to the Settlement Trust in accordance with the terms of funds on or before the Closing DateSettlement Agreement. (g) Approval satisfactory to the Facility Agent shall have been given by the United States of America with respect to the Facility Documents pursuant to the Medicare Security Agreement and the subordination of the claims and security of the United States of America to the claims and Security of the Lenders pursuant to the Intercreditor Agreement. (h) Execution of the Working Capital Facility Agreements in a form and substance satisfactory to the Facility Agent (acting reasonably). (i) Confirmation that the CCI has not been issued. (j) The Facility Agent having received, reviewed, and been satisfied with the following information: (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each of the three latest Fiscal Years ended prior to the Utilisation Requests relating Date and unaudited consolidated balance sheets and related statements of income (including sales and EBITDA by business unit as reported by the Company), stockholders’ equity and cash flows of the Company for the 12 months ended as of June 30, 2002; (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each fiscal quarter since the end of the last Fiscal Year prior to any Loans the Utilisation Date and for the comparable periods of the preceding Fiscal Year; (iii) pro forma consolidated financial statements of the Company for the last Fiscal Year for which audited financial statements are required pursuant to clause (i) and each subsequent fiscal quarter prior to the Utilisation Date and for the comparable periods of the preceding Fiscal Year, after giving effect to the transactions contemplated hereby, and (iv) financial performance forecasts for the Company and its consolidated subsidiaries for the period up to and including period ending December 31, 2007. The financial statements referred to in clauses (i), (ii) and (iii) above shall be made prepared on a basis consistent in all material respects with the Closing Dateprojections and forecasts provided to the Lenders. All financial information required under subparagraphs (i) and (iii) of this paragraph (j) shall be prepared in accordance with IAS reconciled to GAAP (in accordance with SEC reporting requirements).

Other documents and evidence. (a) Evidence that any the process agent referred to in Clause 42.2 (Service of process), if not an Original Loan Party, ) and/or required to be appointed under the Transaction Security Documents referred to in paragraph 3 above and/or required to be appointed under any Finance Document required to be delivered under this Part IA of Schedule 2 (Conditions Precedent) confirming it has accepted its appointment. (b) The Group Structure Chart which shows the Group assuming the Closing Date has occurred, the Material Companies and the Unrestricted SubsidiariesChart. (c) A copy, certified by an authorised signatory of the Parent to be a true copy, of the Original Financial Statements of each Loan PartyThe Base Case Model. (d) A certificate of the Parent addressed to the Finance Parties confirming which companies within the Group are Material Companies or Unrestricted Subsidiaries and that the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in Clause 22 (Financial Covenants)) (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) of the Original Loan Parties represents 75 per cent. or more of the Consolidated EBITDA (as defined in Clause 22 (Financial Covenants) (excluding the EBITDA of the India Business Companies)The Funds Flow Statement. (e) The Reports. (f) The Original Financial Statements. (g) Evidence that the fees, costs and expenses then due from the Parent Borrower pursuant to Clause 13 (Fees), Clause 14.5 14 (Stamp taxesTax gross-up and indemnities) and Clause 18 (Costs and expenses) have been paid or will be paid by the Utilisation Date. The Facility Agent shall have received the following evidence and documents (in each case, in form and satisfactory to it (acting reasonably)): (a) Evidence that the aggregate amount of Available Cash (as defined in the Acquisition Agreement) shall equal or exceed the Required Available Cash Amount (as defined in the Acquisition Agreement) as at the Closing Date (except to the extent the corresponding condition is waived under the Acquisition Agreement, and where such waiver would not reasonably be expected to be materially adverse to the interests of the Finance Parties and would not result in any of paragraphs (c)(ii) and (c)(iii) below not being complied with). (fb) The Funds Flow Statement Evidence that: (i) Holdco has received (prior to the making of the Loan under this Agreement) cash proceeds directly or indirectly from the Sponsors (by way of cash contribution) of not less than U.S.$2,460,000,000 (the “Cash Contribution”), and such Cash Contribution includes the proceeds of utilisation of the Management Facility provided to Group & Cloud Limited in a form agreed an amount not less than U.S.$240,000,000; (ii) the Cash Contribution has been injected by (A) Holdco into the Parent (and by way of subscription for ordinary shares in the Parent by Holdco and/or the making of loans by Holdco to the Parent (constituting “Subordinated Liabilities” under and as defined in the Intercreditor Agreement) and (B) in turn by the Parent to the Borrower (by way of subscription for ordinary shares in the Borrower by the Parent or the making available of Parent Loans to the Borrower); and (iii) the Cash Contribution has been received (prior to the making of the Loan under this Agreement) by the Borrower and is standing to the Agent detailing credit of an account subject to Transaction Security (from which withdrawals may only be made in accordance with the proposed movement Funds Flow Statement) and has been applied (or will, simultaneously with the making of funds on or before the Closing DateLoan under this Agreement, be applied) in accordance with the Funds Flow Statement. (gc) Utilisation Requests relating to any Loans A certificate of the Parent or the Borrower (signed by a director) certifying (and including reasonable particulars demonstrating) that: (i) the Cash Contribution received by the Borrower (together with the proceeds of the Loan proposed to be made drawn on the Utilisation Date) will be sufficient to pay in full the aggregate of: (A) the Merger Consideration, (B) all fees, costs and expenses in relation to the Facility and all other related Merger Costs (whether or not paid on the Closing Date) and (C) the amount required to be funded into the DSRA (the aggregate of (A), (B) and (C) being the “Pro Forma Uses”), and the percentage borne by such Cash Contribution to the Pro Forma Uses is not less than 70%; (ii) the Cash Contribution received by the Borrower (less any portion thereof required to be included within paragraph (c)(i) in order for the requirements under paragraph (c)(i) to be satisfied) together with the Offshore Available Cash (as defined in the Acquisition Agreement) shall be sufficient to enable all of the Existing Indebtedness (incurred by Target Group Members outside the PRC) to be repaid and discharged in full; and (iii) the Onshore Available Cash (as defined in the Acquisition Agreement) shall be sufficient to enable all of the Existing Indebtedness (incurred by Target Group Members in the PRC) to be repaid and discharged in full. (d) A certificate of Borrower (signed by a director) certifying that the contents of the certificate of the Borrower delivered under paragraph 4(c)(i) of Part IA of Schedule 2 (Conditions Precedent) remain true and accurate as of the Utilisation Date.

Other documents and evidence. (a) Evidence that any process agent referred upon the date that the first Loan is made: (i) all Financial Indebtedness under the Senior Notes will be immediately repaid in full; (ii) all Financial Indebtedness under the Existing Bank Facility will be immediately repaid in full and all commitments under the Existing Bank Facility cancelled; (iii) all of the existing Security relating to in Clause 42.2 (Service of process), if not an Original Loan Party, has accepted its appointmentthe Existing Bank Facility will be immediately released. (b) The Group Structure Chart which shows the Group assuming the Closing Date has occurred, the Material Companies and the Unrestricted Subsidiaries. (c) A copy, certified by an authorised signatory of the Parent to be a true copy, of the Original Financial Statements of each Loan Party. (d) A certificate of the Parent addressed to the Finance Parties confirming which companies within the Group are Material Companies or Unrestricted Subsidiaries and that the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in Clause 22 (Financial Covenants)) (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) of the Original Loan Parties represents 75 per cent. or more of the Consolidated EBITDA (as defined in Clause 22 (Financial Covenants) (excluding the EBITDA of the India Business Companies). (e) Evidence that the fees, costs and expenses then due from the Parent pursuant to Clause 13 12 (Fees), Clause 14.5 (Stamp taxes) and Clause 18 17 (Costs and expensesExpenses) have been paid or will be paid by or on the first Utilisation Date. (c) Either (i) a letter from the Parent to the Agent (attaching supporting advice from the Borrower’s English solicitors) confirming that each of the Original Obligors incorporated in England is not prohibited by Section 151 of the Companies ▇▇▇ ▇▇▇▇ from entering into the Finance Documents and/or (ii) evidence that each of the Original Obligors incorporated in England has done all that is necessary (including, without limitation, by re-registering as a private company) to follow the procedures set out in Sections 155 to 158 of the Companies ▇▇▇ ▇▇▇▇ in order to enable it to enter into the Finance Documents and perform its obligations under the Finance Documents. (d) A certificate of solvency signed by the chief financial officer of each Original Obligor incorporated in the US. (e) Evidence that the Original Guarantors satisfy the requirements of paragraph (b) of Clause 22.24 (Guarantors and Security) (by reference to the consolidated accounts of the Parent for the year ending 31 December 2000). (f) The Funds Flow Statement Business Proposal for JV in a form agreed India. Table of Contents Part II 1. An Accession Letter, duly executed by the Borrower Additional Obligor and the Agent detailing the proposed movement of funds on or before the Closing DateParent. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (ga) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter; (b) authorising a specified person or persons to execute the Accession Letter on its behalf; and (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Requests relating Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents. 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. Where the Agent’s relevant counsel deems such to be either necessary or desirable either in place of or in addition to the resolution referred to in paragraph (b) above, a certificate or extract from a public commercial registry or other evidence setting out the names and signatures of the persons authorised to sign, on behalf of the Additional Obligor, each Finance Document to which such company is or is to be a party and any documents to be delivered by such company pursuant to any Loans of the Finance Documents. 6. Where the Agent’s relevant counsel deems such to be made either necessary or desirable, either a copy of a resolution signed by all the holders of the issued shares in such company or a resolution of the supervisory board, work council or equivalent supervisory body of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that company is a party. 7. A certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on the Closing Dateit to be exceeded.

Other documents and evidence. (a) Evidence that any process agent the Existing Indebtedness (save for the Original Letter of Credit and Permitted Indebtedness) has been (or will simultaneously with the initial Utilisation) repaid or prepaid in full and all Security other than the Security referred to in Clause 42.2 (Service Part II of process), if not an Original Loan Party, this Schedule 2 relating thereto has accepted its appointmentbeen released. (b) The Group Structure Chart which shows the Group assuming the Closing Date has occurred, the Material Companies and the Unrestricted Subsidiaries. (c) A copy, certified by an authorised signatory of the Parent to be a true copy, of the Original Financial Statements of each Loan Party. (d) A certificate of the Parent addressed to the Finance Parties confirming which companies within the Group are Material Companies or Unrestricted Subsidiaries and that the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in Clause 22 (Financial Covenants)) (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) of the Original Loan Parties represents 75 per cent. or more of the Consolidated EBITDA (as defined in Clause 22 (Financial Covenants) (excluding the EBITDA of the India Business Companies). (e) Evidence that the fees, costs and expenses then due from the Parent Company pursuant to Clause 13 (Fees), Clause 14.5 (Stamp taxes) and Clause 18 (Costs and expensesExpenses) have been paid or will be paid by the first Utilisation Date. (fc) The Funds Flow Statement in a form agreed by Evidence that the Borrower and Minimum Guarantor Coverage pursuant to Clause 22.5 (Minimum Guarantor Coverage) amounts to at least eighty-five (85) per cent. of the Agent detailing Consolidated EBITDA and/or turnover of the proposed movement of funds on or before the Closing DateGroup. (gd) If an Original Obligor is incorporated in a jurisdiction other than the Federal Republic of Germany, evidence that the process agent specified in Clause 40.2 (Service of Process) has accepted its appointment in relation to that Original Obligor. (e) A certificate of the Company (signed by a director or other authorised officer, and in case of para. (ii) to (v) below, together with a bank certificate) confirming that: (i) no Material Adverse Change has occurred; (ii) the Company has received not less than [e] 266,000,000 in gross cash proceeds from the Rights Issue; (iii) the Company has received not less than [e] 270,000,000 in gross cash proceeds from the Bridge Loan or the High Yield Notes; (iv) the Company has irrevocably deposited not less than [e]125,300,000 into the Cartel Deposit Account; and (v) the Company has irrevocably deposited an amount sufficient to fund principal and interest (through maturity) of the Convertible Bond into the Convert Deposit Account, not less than [e]143,000,000, 146 provided that the requirements pursuant to para. (ii) to (v) above shall also be fulfilled if such amounts are funded concurrently with the initial Utilisation Requests relating to any Loans to be made on the Closing Dateherunder.

Other documents and evidence. (a) Evidence that any the process agent referred to in Clause 42.2 [●] [(Service of process), if not an Original Loan Party, ] of the Facility Agreement and/or required to be appointed under the Transaction Security Documents referred to in paragraph 3 (Security) of this Schedule 3 (Conditions Precedent) and/or required to be appointed under any Finance Document required to be delivered under this Schedule 3 (Conditions Precedent) confirming it has accepted its appointment. (b) The Group Structure Chart (which shows the Group assuming assume that the Closing Date has occurred, the Material Companies and the Unrestricted Subsidiaries). (c) A copy, certified by an authorised signatory of the Parent to be a true copy, of the Original Financial Statements of each Loan PartyThe Base Case Model. (d) A certificate The funds flow statement in a form agreed by the Borrower and the Facility Agent (or in a form agreed by the Company and the LBO Facility Agent) detailing the proposed movement of funds on or before the Parent addressed to Closing Date (the Finance Parties confirming which companies within the Group are Material Companies or Unrestricted Subsidiaries and that the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in Clause 22 (Financial Covenants)) (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) of the Original Loan Parties represents 75 per cent. or more of the Consolidated EBITDA (as defined in Clause 22 (Financial Covenants) (excluding the EBITDA of the India Business Companies“Funds Flow Statement”). (e) The Reports. (f) The Original Financial Statements. (g) The structure memorandum relating to the Acquisition in the agreed form or in the form agreed between the Company and the LBO Facility Agent (the “Structure Memorandum”). (h) Evidence that the fees, costs and expenses then due from the Parent Borrower pursuant to Clause 13 Clauses [●] [(Fees)], Clause 14.5 [●] [(Stamp taxes) )] and Clause 18 [●] [(Costs and expenses) )] of the Facility Agreement have been paid or will be paid by the Utilisation Initial Drawdown Date. (f, Provided that delivery of the documents and evidence referred to in paragraphs 8(b), 8(c), 8(d), 8(e), 8(f) The Funds Flow Statement in a form agreed and 8(g) by the Company to the LBO Facility Agent under the LBO Facility shall be deemed to constitute the delivery of the same documents and evidence by the Borrower and to the Facility Agent detailing under the proposed movement of funds on or before the Closing DateFacility. (g) Utilisation Requests relating to any Loans to be made on the Closing Date.

Other documents and evidence. A copy of the following documents and evidence: (a) Evidence that any a process agent referred to in Clause 42.2 (Service of process), if not an Original Loan Party, has accepted its appointment. (b) The Group Structure Chart which shows the Group assuming the Closing Date has occurred, the Material Companies and the Unrestricted Subsidiaries. (c) A copy, certified by an authorised signatory of the Parent to be a true copy, of the Original Financial Statements of each Loan PartyThe Report Recoveries Letter (if applicable). (d) The Base Case Model. (e) The Reports. (f) The Original Financial Statements. (g) The Structure Memorandum. (h) The Funds Flow Statement. (i) Evidence that the Controlled Account has been opened. (j) A certificate of the Parent addressed Company (signed by a director) certifying that no Acquisition Document has been amended, varied, novated, supplemented, superseded, waived, rescinded, repudiated or terminated in a manner which would be material and adverse to the interests of the Finance Parties confirming which companies within except with the Group are Material Companies or Unrestricted Subsidiaries and consent of the Facility Agent, provided that any reduction in the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on purchase price between the same basis as Consolidated EBITDA, as defined in Clause 22 (Financial Covenants)) (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member signing of the GroupMerger Agreement and the Closing Date (the “Reduction”) of shall be deemed not to be materially adverse to the Original Loan Parties represents 75 Lenders or the Arranger (it being understood that such reduction shall be applied as follows (subject to and without prejudice to the condition precedent in paragraph (p) below): (i) first, 100 per cent. or more of such Reduction shall be applied to reduce the Consolidated EBITDA Equity Contribution, until the purchase price would equal an amount of US$8.50 per American Depositary Share (as defined “ADS”); (ii) second, an amount equal to 10 per cent. of such Reduction below the notional purchase price of US$8.50 per ADS shall be applied to reduce the Equity Contribution; and (iii) thereafter, pro rata between the Term Facilities and the Equity Contribution (based on the then applicable actual ratio of Term Facilities and the Equity Contribution (immediately after taking into account the reductions referred to in Clause 22 paragraphs (Financial Covenantsi) and (excluding ii) above) and the EBITDA available commitments of the India Business CompaniesFacility A and Facility B shall be cancelled (pro rata between such facilities). (ek) A certificate of the Company confirming that at least 50 per cent. of an amount equal to the aggregate of the Purchase Price has been made available to the Company by way of Equity Contribution and will be applied as agreed. (l) Utilisation Requests relating to any Utilisations under the relevant Term Facilities to be made on the first Utilisation Date. (m) Evidence that the Debt Service Reserve Account has been opened in the name of the Company with the Account Bank and the Required Interest Service Reserve Balance, has been or will be deposited into the Debt Service Reserve Account on the first Utilisation Date. (n) Evidence that the Equity Contribution and amounts to be drawn under the Term Facilities are sufficient to pay the total funded uses in accordance with the Funds Flow Statement. (o) Evidence that the fees, costs and expenses then due from the Parent pursuant to Clause 13 (Fees), Clause 14.5 (Stamp taxes) and Clause 18 (Costs and expenses) Company have been paid or will be paid by the Utilisation Date. (f) The Funds Flow Statement in a form agreed by the Borrower and the Agent detailing the proposed movement of funds on or before the Closing DateDate (or, in relation to any fees (other than subsequent instalments of such fees) set out in any Fee Letter entered into on or about the date of this Agreement, by the times set out in such Fee Letter). (gp) Utilisation Requests relating A certificate from a director of the Company confirming that an aggregate amount of not less than US$19,000,000 contribution of equity in cash has been received by the Company. (q) Evidence satisfactory to any Loans the Facility Agent that each Original Lender has carried out, and is satisfied with, the results of all customary and reasonably required “know your customer” or other similar checks in respect of the Original Obligors and the Parent under all applicable laws and regulations pursuant to be made on the Closing Datetransactions contemplated in the Finance Documents. (r) The Agreed Lender List.