Common use of Accountants’ Comfort Letters Clause in Contracts

Accountants’ Comfort Letters. The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, on behalf of the Underwriters, at the Execution Time and on the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the date hereof and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act stating in effect, that: (i) in their opinion the audited financial statements and financial statement schedules, if any, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Guarantor and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards), which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit committee of the Guarantor; and inquiries of certain officials of the Guarantor who have responsibility for financial and accounting matters of the Guarantor and its subsidiaries as to transactions and events subsequent to [ ], nothing came to their attention, after due inquiry, that caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus; (2) with respect to the period subsequent to December 31, 20[ ], there were any changes (provided that the requested information was available in response to such inquiry), at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Guarantor and its subsidiaries or capital stock of the Guarantor as compared with the amounts shown on the December 31, 20[ ] consolidated balance sheet included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, except in each instance for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Guarantor as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) the information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus in response to Form 20-F, Item 3.A. (Selected Financial Data) and Regulation S-K, Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Form 20-F and Regulation S-K, respectively; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Guarantor and its subsidiaries) set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, including the information set forth under the captions “Ratios of Earnings to Fixed Charges” in the Preliminary Prospectus and the Final Prospectus, the information included or incorporated by reference in Items 3, 4, 5 and 6 of the Guarantor’s Annual Report on Form 20-F, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, agrees with the accounting records of the Guarantor and its subsidiaries, excluding any questions of legal interpretation.

Accountants’ Comfort Letters. The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, on behalf of the Underwriters, at the Execution Time and on the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the date hereof and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act stating in effect, that: (i) in their opinion the audited financial statements and financial statement schedules, if any, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act;; Table of Contents (ii) on the basis of a reading of the latest unaudited financial statements made available by the Guarantor Company and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards), which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit committee of the GuarantorCompany; and inquiries of certain officials of the Guarantor Company who have responsibility for financial and accounting matters of the Guarantor Company and its subsidiaries as to transactions and events subsequent to [ ], nothing came to their attention, after due inquiry, that caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus; (2) with respect to the period subsequent to December 31, 20[ ], there were any changes (provided that the requested information was available in response to such inquiry), at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Guarantor Company and its subsidiaries or capital stock of the Guarantor Company as compared with the amounts shown on the December 31, 20[ ] consolidated balance sheet included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, except in each instance for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Guarantor Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) the information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus in response to Form 20-F, Item 3.A. (Selected Financial Data) and Regulation S-K, Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Form 20-F and Regulation S-K, respectively; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Guarantor Company and its subsidiaries) set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, including the information set forth under the captions “Ratios of Earnings to Fixed Charges” in the Preliminary Prospectus and the Final Prospectus, the information included or incorporated by reference in Items 3, 4, 5 and 6 of the GuarantorCompany’s Annual Report on Form 20-F, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, agrees with the accounting records of the Guarantor Company and its subsidiaries, excluding any questions of legal interpretation.. Table of Contents

Accountants’ Comfort Letters. The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, on behalf of the Underwriters, at the Execution Time and on the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the date hereof and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act stating in effect, that: (i) in their opinion the audited financial statements and financial statement schedules, if any, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Guarantor Company and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards), which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit committee of the GuarantorCompany; and inquiries of certain officials of the Guarantor Company who have responsibility for financial and accounting matters of the Guarantor Company and its subsidiaries as to transactions and events subsequent to [ ], nothing came to their attention, after due inquiry, that caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus; (2) with respect to the period subsequent to December 31, 20[ ], there were any changes (provided that the requested information was available in response to such inquiry), at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Guarantor Company and its subsidiaries or capital stock of the Guarantor Company as compared with the amounts shown on the December 31, 20[ ] consolidated balance sheet included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, except in each instance for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Guarantor Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) the information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus in response to Form 20-F, Item 3.A. (Selected Financial Data) and Regulation S-K, Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Form 20-F and Regulation S-K, respectively; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Guarantor Company and its subsidiaries) set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, including the information set forth under the captions “Ratios of Earnings to Fixed Charges” in the Preliminary Prospectus and the Final Prospectus, the information included or incorporated by reference in Items 3, 4, 5 and 6 of the GuarantorCompany’s Annual Report on Form 20-F, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, agrees with the accounting records of the Guarantor Company and its subsidiaries, excluding any questions of legal interpretation.

Accountants’ Comfort Letters. The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, on behalf of the Underwriters, at the Execution Time and on the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the date hereof and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act stating in effect, that: (i) in their opinion the audited financial statements and financial statement schedules, if any, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Guarantor and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards), which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit committee of the Guarantor; and inquiries of certain officials of the Guarantor who have responsibility for financial and accounting matters of the Guarantor and its subsidiaries as to transactions and events subsequent to [ ], nothing came to their attention, after due inquiry, that caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus; (2) with respect to the period subsequent to December 31, 20[ ], there were any changes (provided that the requested information was available in response to such inquiry), at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Guarantor and its subsidiaries or capital stock of the Guarantor or decreases in the equity shareholders’ funds of the Guarantor as compared with the amounts shown on the December 31, 20[ ] consolidated balance sheet included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, or for the period from December 31, 20[ ] to such specified date there were any decreases, as compared with the corresponding period in the preceding year or the corresponding period in the preceding quarter in turnover or trading profit or profit on ordinary activities before taxation or in earnings (profit attributable to shareholders) or per share amounts of earnings of the Guarantor and its subsidiaries, except in each instance all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Guarantor as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) the information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus in response to Form 20-F, Item 3.A. (Selected Financial Data) and Regulation S-K, Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Form 20-F and Regulation S-K, respectively; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Guarantor and its subsidiaries) set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, including the information set forth under the captions “Ratios of Earnings to Fixed Charges” in the Preliminary Prospectus and the Final Prospectus, the information included or incorporated by reference in Items 3, 4, 5 and 6 of the Guarantor’s Annual Report on Form 20-F, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, agrees with the accounting records of the Guarantor and its subsidiaries, excluding any questions of legal interpretation.

Accountants’ Comfort Letters. The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, on behalf of the Underwriters, at on the Execution Time date hereof and on the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the date hereof and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act stating in effect, that: (i) in their opinion the audited financial statements and financial statement schedules, if any, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Guarantor and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards), which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit committee of the Guarantor; and inquiries of certain officials of the Guarantor who have responsibility for financial and accounting matters of the Guarantor and its subsidiaries as to transactions and events subsequent to [ ]December 31, 2003, nothing came to their attention, after due inquiry, that caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus; (2) with respect to the period subsequent to December 31, 20[ ]2003, there were any changes (provided that the requested information was available in response to such inquiry), at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Guarantor and its subsidiaries or capital stock of the Guarantor or decreases in the equity shareholders' funds of the Guarantor as compared with the amounts shown on the December 31, 20[ ] 2003 consolidated balance sheet included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus, or for the period from December 31, 2003 to such specified date there were any decreases, as compared with the corresponding period in the preceding year or the corresponding period in the preceding quarter in turnover or trading profit or profit on ordinary activities before taxation or in earnings (profit attributable to shareholders) or per share amounts of earnings of the Guarantor and its subsidiaries, except in each instance all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Guarantor as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) the information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus in response to Form 20-F, Item 3.A. (Selected Financial Data) and Regulation S-K, Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Form 20-F and Regulation S-K, respectively; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Guarantor and its subsidiaries) set forth in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus, including the information set forth under the captions “"Ratios of Earnings to Fixed Charges” " in the Preliminary Prospectus and the Final Prospectus, the information included or incorporated by reference in Items 3, 4, 5 and 6 of the Guarantor’s 's Annual Report on Form 20-F, incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus, agrees with the accounting records of the Guarantor and its subsidiaries, excluding any questions of legal interpretation.

Accountants’ Comfort Letters. The Company shall have requested and caused PricewaterhouseCoopers Ernst & Young LLP to have furnished to the Representatives, on behalf of the Underwriters, at the Execution Time and on at the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives)letters, dated respectively as of the date hereof Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities 1933 Act, the 1933 Regulations, the 1934 Act and the Exchange 1934 Act Regulations stating in effect, effect that: (i) in their opinion the audited financial statements and financial statement schedules, if any, schedules of the Company included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package and the Final Prospectus Offering Memorandum and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities 1933 Act, the 1934 Act, the 1933 Act Regulations and the Exchange Act1934 Act Regulations; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Guarantor and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards), ) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; , a reading of the minutes of the meetings of the stockholders, directors and each of the compensation committee, executive committee and audit and review committee of the Guarantor; Company and the Subsidiaries and inquiries of certain officials of the Guarantor Company who have responsibility for financial and accounting matters of the Guarantor Company and its subsidiaries Subsidiaries as to transactions and events subsequent to [ ]December 31, 2006, nothing came to their attention, after due inquiry, that attention which caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus; (2) with respect to the period subsequent to December 31, 20[ ], there were any changes (provided that the requested information was available in response to such inquiry)changes, at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Guarantor Company and its subsidiaries Subsidiaries or capital stock of the Guarantor Company or decreases in the net assets or stockholders’ equity of the Company as compared with the amounts shown on the December 31, 20[ ] 2006 consolidated balance sheet included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package and the Final ProspectusOffering Memorandum, or for the period from January 1, 2007 to such specified date there were any decreases, as compared with the corresponding period in the preceding quarter or the corresponding period in the prior year in net revenues or income before income taxes or in total or per share amounts of net income of the Company and its Subsidiaries, except in each instance all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Guarantor Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or; (32) the information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package and the Final Prospectus Offering Memorandum in response to Form 20-F, Item 3.A. (Selected Financial Data) and Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), Item 402 (Executive Compensation) and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Form 20-F and Regulation S-K, respectively; andK applicable at the time such information was filed with the Commission; (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Guarantor Company and its subsidiariesSubsidiaries) set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, including the information set forth under the captions “Ratios of Earnings to Fixed Charges” in the Preliminary Prospectus and the Final Prospectus, the information included or incorporated by reference in Items 3, 4, 5 and 6 of the Guarantor’s Annual Report on Form 20-F, incorporated by reference in the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package and the Final Prospectus, Offering Memorandum agrees with the accounting records of the Guarantor Company and its subsidiariesSubsidiaries, excluding any questions of legal interpretation; and (iv) on the basis of a reading of the unaudited pro forma financial statements included or incorporated by reference in the Pricing Disclosure Package and the Final Offering Memorandum (the “pro forma financial statements”), carrying out certain specified procedures, inquiries of certain officials of the Company who have responsibility for financial and accounting matters, and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements. References to the Final Offering Memorandum in this paragraph (e) include any supplement thereto at the date of the letter.

Accountants’ Comfort Letters. The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, on behalf of the Underwriters, at the Execution Time and on the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the date hereof and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act stating in effect, that: (i) in their opinion the audited financial statements and financial statement schedules, if any, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Guarantor and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards), which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit committee of the Guarantor; and inquiries of certain officials of the Guarantor who have responsibility for financial and accounting matters of the Guarantor and its subsidiaries as to transactions and events subsequent to [ ]December 31, 2012, nothing came to their attention, after due inquiry, that caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus; (2) with respect to the period subsequent to December 31, 20[ ]2012, there were any changes (provided that the requested information was available in response to such inquiry), at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Guarantor and its subsidiaries or capital stock of the Guarantor as compared with the amounts shown on the December 31, 20[ ] 2012 consolidated balance sheet included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, except in each instance for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Guarantor as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (32) the information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus in response to Form 20-F, Item 3.A. (Selected Financial Data) and Regulation S-K, Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Form 20-F and Regulation S-K, respectively; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Guarantor and its subsidiaries) set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, including the information set forth under the captions “Ratios of Earnings to Fixed Charges” in the Preliminary Prospectus and the Final Prospectus, the information included or incorporated by reference in Items 3, 4, 5 and 6 of the Guarantor’s Annual Report on Form 20-F, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, agrees with the accounting records of the Guarantor and its subsidiaries, excluding any questions of legal interpretation.

Accountants’ Comfort Letters. The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, on behalf of the Underwriters, at the Execution Time and on the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the date hereof and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act stating in effect, that: (i) in their opinion the audited financial statements and financial statement schedules, if any, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Guarantor Company and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards), which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit committee of the GuarantorCompany; and inquiries of certain officials of the Guarantor Company who have responsibility for financial and accounting matters of the Guarantor Company and its subsidiaries as to transactions and events subsequent to [ ], nothing came to their attention, after due inquiry, that caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus; (2) with respect to the period subsequent to December 31, 20[ ], there were any changes (provided that the requested information was available in response to such inquiry), at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Guarantor Company and its subsidiaries or capital stock of the Guarantor Company or decreases in the equity shareholders’ funds of the Company as compared with the amounts shown on the December 31, 20[ ] consolidated balance sheet included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, or for the period from December 31, 20[ ] to such specified date there were any decreases, as compared with the corresponding period in the preceding year or the corresponding period in the preceding quarter in turnover or trading profit or profit on ordinary activities before taxation or in earnings (profit attributable to shareholders) or per share amounts of earnings of the Company and its subsidiaries, except in each instance all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Guarantor Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) the information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus in response to Form 20-F, Item 3.A. (Selected Financial Data) and Regulation S-K, Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Form 20-F and Regulation S-K, respectively; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Guarantor Company and its subsidiaries) set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, including the information set forth under the captions “Ratios of Earnings to Fixed Charges” in the Preliminary Prospectus and the Final Prospectus, the information included or incorporated by reference in Items 3, 4, 5 and 6 of the GuarantorCompany’s Annual Report on Form 20-F, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, agrees with the accounting records of the Guarantor Company and its subsidiaries, excluding any questions of legal interpretation.

Accountants’ Comfort Letters. The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, on behalf of the Underwriters, at the Execution Time and on the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the date hereof and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act stating in effect, that: (i) in their opinion the audited financial statements and financial statement schedules, if any, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Guarantor and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards), which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit committee of the Guarantor; and inquiries of certain officials of the Guarantor who have responsibility for financial and accounting matters of the Guarantor and its subsidiaries as to transactions and events subsequent to [ ], nothing came to their attention, after due inquiry, that caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus; ; Table of Contents (2) with respect to the period subsequent to December 31, 20[ ], there were any changes (provided that the requested information was available in response to such inquiry), at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Guarantor and its subsidiaries or capital stock of the Guarantor as compared with the amounts shown on the December 31, 20[ ] consolidated balance sheet included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, except in each instance for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Guarantor as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) the information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus in response to Form 20-F, Item 3.A. (Selected Financial Data) and Regulation S-K, Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Form 20-F and Regulation S-K, respectively; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Guarantor and its subsidiaries) set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, including the information set forth under the captions “Ratios of Earnings to Fixed Charges” in the Preliminary Prospectus and the Final Prospectus, the information included or incorporated by reference in Items 3, 4, 5 and 6 of the Guarantor’s Annual Report on Form 20-F, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, agrees with the accounting records of the Guarantor and its subsidiaries, excluding any questions of legal interpretation.

Accountants’ Comfort Letters. The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, on behalf of the Underwriters, at on the Execution Time date hereof and on the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the date hereof and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act and that they have performed a review of the unaudited consolidated interim financial information of the Company for the [-]-month period ended [-], and as at [-], in accordance with Statement on Auditing Standards No. 100, and stating in effect, that: (i) in their opinion the audited financial statements and financial statement schedules, if any, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Guarantor and its subsidiaries; their limited review, in accordance with standards established under Statement on Auditing Standards No. 100, of the unaudited interim financial information for the [-]-month period ended [-] and as at [-]; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards), which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit committee of the Guarantor; and inquiries of certain officials of the Guarantor who have responsibility for financial and accounting matters of the Guarantor and its subsidiaries as to transactions and events events, after due inquiry, subsequent to [ [-], nothing came to their attention, after due inquiry, that caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus; (2) with respect to the period subsequent to December 31, 20[ [-], there were any changes (provided that the requested information was available in response to such inquiry), at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Guarantor and its subsidiaries or capital stock of the Guarantor or decreases in the equity shareholders' funds of the Guarantor as compared with the amounts shown on the December 31, 20[ [-] consolidated balance sheet included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus, or for the period from [-] to such specified date there were any decreases, as compared with the corresponding period in the preceding year or the corresponding period in the preceding quarter in turnover or trading profit or profit on ordinary activities before taxation or in earnings (profit attributable to shareholders) or per share amounts of earnings of the Guarantor and its subsidiaries, except in each instance all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Guarantor as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) the information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus in response to Form 20-F, Item 3.A. (Selected Financial Data) and Regulation S-K, Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Form 20-F and Regulation S-K, respectively; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Guarantor and its subsidiaries) set forth in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus, including the information set forth under the captions “"Ratios of Earnings to Fixed Charges” " in the Preliminary Prospectus and the Final Prospectus, the information included or incorporated by reference in Items 3, 4, 5 and 6 of the Guarantor’s 's Annual Report on Form 20-F, incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus, agrees with the accounting records of the Guarantor and its subsidiaries, excluding any questions of legal interpretation.

Accountants’ Comfort Letters. The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, on behalf of the Underwriters, at on the Execution Time date hereof and on the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the date hereof and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act and that they have performed a review of the unaudited consolidated interim financial information of the Company for the [-]-month period ended [-], and as at [-], in accordance with Statement on Auditing Standards No. 100, and stating in effect, that: (i) in their opinion the audited financial statements and financial statement schedules, if any, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Guarantor and its subsidiaries; their limited review, in accordance with standards established under Statement on Auditing Standards No. 100, of the unaudited interim financial information for the [-]-month period ended [-] and as at [-]; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards), which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit committee of the Guarantor; and inquiries of certain officials of the Guarantor who have responsibility for financial and accounting matters of the Guarantor and its subsidiaries as to transactions and events subsequent to [ [-], nothing came to their attention, after due inquiry, that caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus; (2) with respect to the period subsequent to December 31, 20[ [-], there were any changes (provided that the requested information was available in response to such inquiry), at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Guarantor and its subsidiaries or capital stock of the Guarantor or decreases in the equity shareholders' funds of the Guarantor as compared with the amounts shown on the December 31, 20[ [-] consolidated balance sheet included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus, or for the period from [-] to such specified date there were any decreases, as compared with the corresponding period in the preceding year or the corresponding period in the preceding quarter in turnover or trading profit or profit on ordinary activities before taxation or in earnings (profit attributable to shareholders) or per share amounts of earnings of the Guarantor and its subsidiaries, except in each instance all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Guarantor as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) the information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus in response to Form 20-F, Item 3.A. (Selected Financial Data) and Regulation S-K, Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Form 20-F and Regulation S-K, respectively; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Guarantor and its subsidiaries) set forth in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus, including the information set forth under the captions “"Ratios of Earnings to Fixed Charges” " in the Preliminary Prospectus and the Final Prospectus, the information included or incorporated by reference in Items 3, 4, 5 and 6 of the Guarantor’s 's Annual Report on Form 20-F, incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Final Prospectus, agrees with the accounting records of the Guarantor and its subsidiaries, excluding any questions of legal interpretation.