Common use of Accounts and Reports Clause in Contracts

Accounts and Reports. (a) The Company shall make arrangements with respect to the installation and operation of an accounting and cost control system and for the appointment as auditors of a firm of independent chartered accountants reasonably acceptable to the GOB. (b) The Company shall permit representatives of the GOB, on reasonable notice, to enter upon and inspect the Facility and the design, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration of the Facility, which records shall be subject to inspection and audit by the GOB. (i) The Company shall, as soon as available but in any event within 60 (sixty) Days of filing or of the date that would be required for filing by a private limited company, furnish to the GOB 2 (two) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time. (ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB. (d) The Company shall, at least 14 (fourteen) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person. (e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least US$1,000,000 (one million Dollars) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous year, that might have occurred. (f) (i) The Company shall, within 7 (seven) Days of receipt thereof, provide a copy of any notice that the Company may be served under Chapter V (as such Chapter may be amended, modified or relocated) of the Companies Act of 1994 by any of the Lenders or the Company’s creditors.

Accounts and Reports. (a) The Company shall make arrangements with respect to the installation and operation of an accounting and cost control system and for the appointment as auditors of a firm of independent chartered accountants reasonably acceptable to the GOB. (b) The Company shall permit representatives of the GOB, on reasonable notice, to enter upon and inspect the Facility and the design, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration of the Facility, which records shall be subject to inspection and audit by the GOB. (i) The Company shall, as soon as available but in any event within 60 sixty (sixty60) Days of filing or of the date that would be required for filing by a private limited company, furnish to the GOB 2 two (two2) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time. (ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB. (d) The Company shall, at least 14 fourteen (fourteen14) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person. (e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least US$1,000,000 (one million DollarsDollars (US$1,000,000) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous year, that might have occurred. (f) (i) The Company shall, within 7 seven (seven7) Days of receipt thereof, provide a copy of any notice that the Company may be served under Chapter V (as such Chapter may be amended, modified or relocated) of the Companies Act of 1994 by any of the Lenders or the Company’s creditors.

Accounts and Reports. The Company will, and will cause each of its Subsidiaries to, maintain a standard system of accounts in accordance with generally accepted accounting principles consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to the Purchaser the information set forth in this Section 3.1. (a) The Within ninety (90) days after the end of each fiscal year, a copy of the consolidated and consolidating balance sheet of the Company shall make arrangements and its Subsidiaries as at the end of such year, together with respect to consolidated and consolidating statements of income, shareholders' equity and cash flow of the installation Company and operation of an accounting and cost control system and its Subsidiaries for such year, setting forth in each case in comparative form the corresponding figures for the appointment as auditors preceding fiscal year, all in reasonable detail and duly certified by a "big six" independent public accountant of a firm national recognition selected by the Board of independent chartered accountants reasonably acceptable to Directors of the GOBCompany. (b) The Company shall permit representatives Within thirty (30) days after the end of each calendar month, a preliminary consolidated and consolidating balance sheet of the GOB, on reasonable notice, to enter upon Company and inspect the Facility and the design, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration its Subsidiaries as of the Facilityend of such month and preliminary consolidated and consolidating statements of income, which records shall be subject to inspection shareholders, equity and audit by cash flow for such month and for the GOBperiod commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail. (ic) The Company shallPrior to the end of each fiscal year, as soon as available but in any event within 60 (sixty) Days of filing or a copy of the date that would be operating plan and budget for the next fiscal year required for filing by a private limited companyunder Section 3.7, furnish to the GOB 2 (two) copies of all documents filed or that would be required to be filed in compliance form consistent with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time. (ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s good business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDBpractice. (d) The Company shallPromptly upon receipt thereof, at least 14 (fourteen) Days prior to its becoming effectiveany written report, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officerso called "management letter", and (v) without prejudice any other communication submitted to Section 10.3the Company or any Subsidiary by its independent public accountants relating to the business, registration prospects or financial condition of a transfer of Ordinary Share Capital to any personthe Company and its Subsidiaries. (e) Together with Promptly after the periodic report required by Section 18.5(c)(i)commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instru- mentality, domestic or foreign, affecting the Company shall provide to the GOB (or any Subsidiary) which, if successful, could have a list of each of its Lenders and creditors to which material adverse effect on the Company owes and its Subsidiaries, taken as a sum equivalent whole; (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed; and (iii) any action, event or circumstance that is reasonably likely to at least US$1,000,000 (one million Dollars) including have a material adverse effect on the amount due under each loan to each of them. The list shall also indicate Company or any changesSubsidiary, taken as compared to the list submitted the previous year, that might have occurreda whole. (f) (i) The Company shallPromptly upon sending, within 7 (seven) Days of receipt thereofmaking available, provide a copy of any notice that or filing the same, all reports and financial statements as the Company may be served under Chapter V (or any Subsidiary) shall send or make available generally to the shareholders of the company as such Chapter may be amendedor to the commission. (g) Such other information with regard to the business, modified properties or relocated) the condition or operations, financial or otherwise, of the Companies Act of 1994 by any of Company or its Subsidiaries as the Lenders or the Company’s creditorsPurchaser may from time to time reasonably request.

Accounts and Reports. (a) The Company shall make arrangements with respect to the installation and operation of an accounting and cost control system and for the appointment as auditors of a firm of independent chartered accountants reasonably acceptable to the GOB. (b) The Company shall permit representatives of the GOB, on reasonable notice, to enter upon and inspect the Facility and the design, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration of the Facility, which records shall be subject to inspection and audit by the GOB. (i) The Company shall, as soon as available but in any event within 60 sixty (sixty60) Days of filing or of the date that would be required for filing by a private limited company, furnish to the GOB 2 two (two2) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time. (ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s Company‟s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB. (d) The Company shall, at least 14 fourteen (fourteen14) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person. (e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least two hundrer thousand Dollars (US$1,000,000 (one million Dollars200,000) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous year, that might have occurred. (f) (i) The Company shall, within 7 seven (seven7) Days of receipt thereof, provide a copy of any notice that the Company may be served under Chapter V (as such Chapter may be amended, modified or relocated) of the Companies Act of 1994 by any of the Lenders or the Company’s Company‟s creditors.

Accounts and Reports. (a) The Company shall make arrangements with respect to the installation and operation of an accounting and cost control system and for the appointment as auditors of a firm of independent chartered accountants reasonably acceptable to the GOB. (b) The Company shall permit representatives of the GOB, on reasonable notice, to enter upon and inspect the Facility and the design, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration of the Facility, which records shall be subject to inspection and audit by the GOB. (i) The Company shall, as soon as available but in any event within 60 sixty (sixty60) Days of filing or of the date that would be required for filing by a private limited company, furnish to the GOB 2 two (two2) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time. (ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s Company‟s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB. (d) The Company shall, at least 14 fourteen (fourteen14) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person. (e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least US$1,000,000 (one million DollarsDollars (US$1,000,000) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous year, that might have occurred. (f) (i) The Company shall, within 7 seven (seven7) Days of receipt thereof, provide a copy of any notice that the Company may be served under Chapter V (as such Chapter may be amended, modified or relocated) of the Companies Act of 1994 by any of the Lenders or the Company’s Company‟s creditors.

Accounts and Reports. The following management standards of performance will be followed unless the Board by resolution specifically determines otherwise: (a) The Company Accounting as defined by generally accepted accounting principles, shall make arrangements with respect to the installation and operation of an accounting and cost control system and for the appointment as auditors of a firm of independent chartered accountants reasonably acceptable to the GOB.be employed; (b) The Company shall permit representatives Accounting and controls should conform to generally accepted accounting principles; (c) Cash accounts of the GOBAssociation shall not be commingled with any other accounts; (d) No remuneration shall be accepted by the managing agent from vendors, on reasonable noticeindependent contractors, or others providing goods or services to enter upon the Association, whether in the form of commissions, finders fees, service fees, prizes, gifts, or otherwise, unless first disclosed and inspect approved by the Facility and Board; (e) Any financial or other interest which the design, construction, operation, and maintenance thereof. The Company managing agent may have in any firm providing goods or services to the Association shall maintain complete and accurate records accounting for all transactions relating be disclosed promptly to any Restoration the Board of Directors; (f) Commencing at the end of the Facilitymonth in which the first Unit is sold and closed, which records financial reports shall be subject to inspection and audit by prepared for the GOB.Association at least quarterly containing: (i) The Company shall, as soon as available but in any event within 60 (sixty) Days of filing or of An income statement reflecting all income and expense activity for the date that would be required for filing by a private limited company, furnish to the GOB 2 (two) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time.preceding period on an accrual basis; (ii) The Company shall, as soon as available furnish to A statement reflecting all cash receipts and disbursements for the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB.preceding period; (d) The Company shall, at least 14 (fourteen) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change A variance report reflecting the status of all accounts in an "actual" versus "approved" budget format; (iv) A balance sheet as of the constitution last day of its the preceding period; and (v) A delinquency report listing all Owners who are delinquent in paying the monthly installments of assessments at the time of the report and describing the status of any action to collect such installments which remain delinquent (A monthly installment of the assessment shall be considered to be delinquent on the fifteenth (15th) day of each month unless otherwise determined by the Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person. (e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least US$1,000,000 (one million Dollars) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous year, that might have occurred. (f) (i) The Company shall, within 7 (seven) Days of receipt thereof, provide a copy of any notice that the Company may be served under Chapter V (as such Chapter may be amended, modified or relocated) of the Companies Act of 1994 by any of the Lenders or the Company’s creditors.;

Accounts and Reports. (a) The Company Trustee shall make arrangements keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions hereunder with respect to the installation Trust in accordance with specifications of the Company, and operation all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by any person designated by the Company or the PSD. Within ten (10) days following the close of each month, the Trustee shall file with the Company and the PSD a final written report setting forth all investments, receipts and disbursements and other transactions effected by it during the month and containing an accounting exact description of all cash and securities contributed, purchased, sold or distributed and the cost control system or net proceeds of sale, showing all cash, and for securities and other investments held at the appointment end of such month and the cost and fair market value of each item thereof as auditors carried on the books of a firm the Trustee, and showing any fees charged by the Trustee and investment manager(s). Such accounts and reports shall be based on the accrual method of independent chartered accountants reasonably acceptable to reporting net income and expenses and shall show the GOBassets of the Trust and shall also identify all disbursements from the Trust. (b) The Upon the expiration of ninety (90) days from the date of filing such written reports with the Company shall permit representatives of the GOB, on reasonable notice, to enter upon and inspect the Facility and the designPSD, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration of the Facility, which records Trustee shall be subject forever released and discharged from all liability or accountability to inspection anyone with respect to all acts and audit by the GOB. (i) The Company shalltransactions shown in such written reports, except such acts or transactions as soon as available but in any event within 60 (sixty) Days of filing or of the date that would be required for filing by a private limited company, furnish to the GOB 2 (two) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time. (ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB. (d) The Company shall, at least 14 (fourteen) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person. (e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least US$1,000,000 (one million Dollars) including or the amount due under each loan to each of them. The list PSD shall also indicate any changes, as compared take exception by written notice to the list submitted the previous yearTrustee within such ninety (90) day period; provided, however, that might nothing contained in this Section 6.05(b) shall be deemed to relieve the Trustee of any liability imposed pursuant to Section 6.09. In the event that any exception taken by the Company or the PSD cannot be amicably adjusted, the Company or the State may, within one (1) year of the date of such exception, file the written report in a court having jurisdiction and upon the audit thereof any and all such exceptions which may not have occurredbeen amicably settled shall be heard and adjudicated. Any exception not so filed within one (1) year shall be deemed waived and any liability of the Trustee with respect thereto shall be deemed released. (fc) (i) The All records and accounts maintained by the Trustee with respect to the Trust shall be preserved for such period as the Company shall, within 7 (seven) Days of receipt thereof, provide a copy shall specify and in the absence of any notice that instructions from the Company may shall be served under Chapter V preserved for a period of seven (as 7) years. Upon the expiration of any such Chapter may be amendedrequired retention period, modified or relocated) the Trustee shall have the right to destroy such records and accounts after first notifying the Company in writing of its intention and transferring to the Companies Act of 1994 Company any records and accounts requested by any of the Lenders or the Company’s creditors.

Accounts and Reports. (a) The Company shall make arrangements with respect to the installation and operation of an accounting and cost control system and for the appointment as auditors of a firm of independent chartered accountants reasonably acceptable to the GOB. (b) The Company shall permit representatives of the GOB, on reasonable notice, to enter upon and inspect the Facility and the design, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration of the Facility, which records shall be subject to inspection and audit by the GOB. (i) The Company shall, as soon as available but in any event within 60 sixty (sixty60) Days of filing or of the date that would be required for filing by a private limited company, furnish to the GOB 2 two (two2) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time.time.‌ (ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB. (d) The Company shall, at least 14 fourteen (fourteen14) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person. (e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least US$1,000,000 (one million DollarsDollars (US$1,000,000) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous year, that might have occurred. (f) (i) The Company shall, within 7 seven (seven7) Days of receipt thereof, provide a copy of any notice that the Company may be served under Chapter V (as such Chapter may be amended, modified or relocated) of the Companies Act of 1994 by any of the Lenders or the Company’s creditors.