Common use of Additional Financial Information Clause in Contracts

Additional Financial Information. (a) If requested by Lender in connection with a public securitization in which the Loan constitutes at least ten percent (10%) of the assets of the securitization, Borrowers, at Borrowers’ expense, shall provide Lender with all financial statements and other financial, statistical or operating information, to the extent required pursuant to Regulation S-X of the Securities Act or any other Legal Requirements in connection with any (1) preliminary or final private placement memorandum or other offering documents or (2) preliminary or final prospectus, as applicable (each, a “Disclosure Document”) or any filing under or pursuant to the Securities Act or the Exchange Act in connection with or relating to a securitization (each, a “Securities Filing”). All financial statements provided by Borrowers pursuant to this Section shall be prepared in accordance with GAAP and shall meet the requirements of Regulation S-X and other applicable Legal Requirements. All financial statements reporting for a full operating year (i) shall be audited by the independent accountants in accordance with generally accepted auditing standards, Regulation S-X and all other applicable Legal Requirements, (ii) shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation S-X and all other applicable Legal Requirements, and (iii) shall be accompanied by a manually executed written consent of the independent accountants, acceptable to Lender, that authorizes the inclusion of such financial statements in any Disclosure Document or Securities Filing and permits the use of the name of such independent accountants and reference to such independent accountants as “experts” in any Disclosure Document and Securities Filing, all of which shall be provided, at Borrowers’ expense, at the same time as the related financial statements are required to be provided. All other financial statements shall be certified by the chief financial officer of Borrowers, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (b) If requested by Lender, Borrowers shall provide Lender, promptly upon request, with any other or additional financial statements or financial, statistical or operating information as Lender determines to be required pursuant to Regulation S-X or other legal requirements in connection with any Disclosure Document or any Securities Filing.

Additional Financial Information. (a) If requested by Lender in connection with a public securitization in which the Loan constitutes at least ten percent (10%) of the assets of the securitization, BorrowersBorrower, at Borrowers’ Borrower’s expense, shall provide Lender with all financial statements and other financial, statistical or operating information, to the extent required pursuant to Regulation S-X of the Securities Act or any other Legal Requirements in connection with any (1) preliminary or final private placement memorandum or other offering documents or (2) preliminary or final prospectus, as applicable (each, a “Disclosure Document”) or any filing under or pursuant to the Securities Act or the Exchange Act in connection with or relating to a securitization (each, a “Securities Filing”). All financial statements provided by Borrowers Borrower pursuant to this Section shall be prepared in accordance with GAAP and shall meet the requirements of Regulation S-X and other applicable Legal Requirements. All financial statements reporting for a full operating year (i) shall be audited by the independent accountants in accordance with generally accepted auditing standards, Regulation S-X and all other applicable Legal Requirements, (ii) shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation S-X and all other applicable Legal Requirements, and (iii) shall be accompanied by a manually executed written consent of the independent accountants, acceptable to Lender, that authorizes the inclusion of such financial statements in any Disclosure Document or Securities Filing and permits the use of the name of such independent accountants and reference to such independent accountants as “experts” in any Disclosure Document and Securities Filing, all of which shall be provided, at Borrowers’ Borrower’s expense, at the same time as the related financial statements are required to be provided, or as soon thereafter as reasonably practicable. All other financial statements shall be certified by the chief financial officer of BorrowersBorrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph. (b) If requested by Lender, Borrowers shall provide Lender, promptly upon request, with any other or additional financial statements or financial, statistical or operating information as Lender determines to be required pursuant to Regulation S-X or other legal requirements in connection with any Disclosure Document or any Securities Filing.

Additional Financial Information. (a) If requested by Lender in connection with a public securitization in which the Loan constitutes at least ten percent (10%) of the assets of the securitization, Borrowers, at Borrowers’ expense, shall provide Lender with In addition to all financial statements and other financial, statistical or operating information, information required to the extent required pursuant to Regulation S-X of the Securities Act or any other Legal Requirements in connection with any (1) preliminary or final private placement memorandum or other offering documents or (2) preliminary or final prospectus, as applicable (each, a “Disclosure Document”) or any filing under or pursuant to the Securities Act or the Exchange Act in connection with or relating to a securitization (each, a “Securities Filing”). All financial statements be provided by Borrowers pursuant to this Section Article 5, the Borrower promptly shall be prepared in accordance provide the Lender, with GAAP and shall meet such other additional information concerning the requirements of Regulation S-X and other applicable Legal Requirements. All financial statements reporting for a full operating year (i) shall be audited by Borrower, the independent accountants in accordance with generally accepted auditing standardsCollateral, Regulation S-X and all other applicable Legal Requirements, (ii) shall be accompanied by the manually executed report operation of the independent accountants thereon, which report shall meet the requirements of Regulation S-X and all other applicable Legal RequirementsBorrower's business, and (iii) shall be accompanied by a manually executed written consent the Borrower's financial condition, including original counterparts of the independent accountantsfinancial reports and statements, acceptable to Lender, that authorizes the inclusion of such financial statements in any Disclosure Document or Securities Filing and permits the use of the name of such independent accountants and reference to such independent accountants as “experts” in any Disclosure Document and Securities Filing, all of which shall be provided, at Borrowers’ expense, at the same time as the related financial statements are required Lender may from time to be provided. All other financial statements shall be certified by time request from the chief financial officer of Borrowers, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraphBorrower. (b) If requested by The Borrower may provide the Lender, Borrowers from time to time hereafter, with updated forecasts of the Borrower's anticipated performance and operating results. (c) In all events, the Borrower, no sooner than Ninety (90) nor later than Thirty (30) days prior to the end of each of the Borrower's fiscal years, shall provide the Lender with an updated and extended forecast which shall go out at least through the end of the then next fiscal year and shall include an income statement, balance sheet, and statement of cash flow, by month, and each prepared in conformity with GAAP and in a manner consistent with the Borrower's then current practices. (d) The Lender, promptly upon requestfollowing the receipt of any of such forecast, may, but shall not be under any obligation to, provide its written acceptance of such forecast (in which event, such forecast shall become the Business Plan). (e) The Borrower recognizes that all appraisals, inventories, analysis, financial information, and other materials which the Lender may obtain, develop, or receive with respect to the Borrower is confidential to the Lender and that, except for the physical inventories and collateral appraisals and as otherwise provided herein, the Borrower is not entitled to receipt of any of such appraisals, inventories, analysis, financial information, and other materials, nor copies or additional extracts thereof or therefrom. (f) The Lender agrees to keep all appraisals, inventories, analysis, financial statements information, and other materials which Lender may obtain, develop, or financial, statistical or operating information as Lender determines receive with respect to be required the Borrower in a confidential manner pursuant to Regulation S-X or other legal requirements in connection with any Disclosure Document or any Securities Filingthe terms of Section 14.2.

Additional Financial Information. Buyer acknowledges that Seller has prepared certain financial statements relating to the Systems which statements have been audited by Deloitte & Touche and delivered to Buyer for inclusion in the Prospectus and other Securities and Exchange Commission ( "SEC") filings related to the Buyer's offer of 11 7/8% Senior Discount Notes Due 2007 (athe "OFFERING"). At Buyer's request, if required by the SEC, Seller shall prepare certain other financial statements (which financial statements, together with those already prepared, audited and delivered to Buyer for inclusion in the Offering documentation, hereinafter referred to as the "ADDITIONAL FINANCIAL STATEMENTS") If requested by Lender relating to the Systems for use in connection with a public securitization in which the Loan constitutes at least ten percent (10%) of Offering, and if required by the assets of the securitizationSEC, Borrowers, at Borrowers’ expense, shall provide Lender with all to have such financial statements and other financial, statistical or operating information, audited. Buyer agrees to the extent required pursuant to Regulation S-X of the Securities Act or any other Legal Requirements in connection with any (1) preliminary or final private placement memorandum or other offering documents or (2) preliminary or final prospectus, as applicable (each, a “Disclosure Document”) or any filing under or pursuant to the Securities Act or the Exchange Act in connection with or relating to a securitization (each, a “Securities Filing”). All financial statements provided by Borrowers pursuant to this Section shall be prepared in accordance with GAAP and shall meet the requirements of Regulation S-X and other applicable Legal Requirements. All financial statements reporting for a full operating year (i) pay promptly upon receipt of invoices the cost of the audits and preparation of any of the Additional Financial Statements, which shall be audited by include fees of Seller's independent auditors, including the fees of Seller's independent accountants auditors for the preparation of comfort letters delivered in accordance with generally accepted auditing standardsconnection therewith, Regulation S-X as well as the reasonable and all other applicable Legal Requirements, actual costs of Seller's accountants' preparation of any such Additional Financial Statements; and (ii) shall be accompanied use the Additional Financial Statements solely and exclusively for the Offering. Buyer agrees to indemnify and hold Seller and its affiliates and their respective directors, officers, employees and agents harmless from any loss or expense incurred by the manually executed report any of them arising out of the independent accountants thereonOffering (other than claims relating to the accuracy of the Additional Financial Statements themselves). The parties agree that the procedures for indemnification contained in Section 9.4 shall apply to any claims for indemnification under the preceding sentence; provided, which report shall meet however, that the requirements other provisions of Regulation S-X and all other applicable Legal RequirementsArticle 9 (in particular, and (iiiSection 9.5) shall be accompanied by a manually executed written consent of the independent accountants, acceptable to Lender, that authorizes the inclusion of such financial statements in any Disclosure Document or Securities Filing and permits the use of the name of such independent accountants and reference to such independent accountants as “experts” in any Disclosure Document and Securities Filing, all of which shall be provided, at Borrowers’ expense, at the same time as the related financial statements are required to be provided. All other financial statements shall be certified by the chief financial officer of Borrowers, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraphnot apply thereto. (b) If requested by Lender, Borrowers shall provide Lender, promptly upon request, with any other or additional financial statements or financial, statistical or operating information as Lender determines to be required pursuant to Regulation S-X or other legal requirements in connection with any Disclosure Document or any Securities Filing.

Additional Financial Information. (a) If requested by Lender Vendor shall deliver to Purchaser the financial statements, adjustments and other information described in connection with a public securitization in which Schedule 9.24(a), no later than 35 days from the Loan constitutes at least ten percent (10%) of the assets of the securitization, Borrowers, at Borrowers’ expense, shall provide Lender with all date hereof. Such financial statements and other financial, statistical or operating information, to the extent required pursuant to Regulation S-X of the Securities Act or any other Legal Requirements in connection with any (1) preliminary or final private placement memorandum or other offering documents or (2) preliminary or final prospectus, as applicable (each, a “Disclosure Document”) or any filing under or pursuant to the Securities Act or the Exchange Act in connection with or relating to a securitization (each, a “Securities Filing”). All financial statements provided by Borrowers pursuant to this Section shall be prepared in accordance with GAAP and shall meet the requirements of Regulation S-X and other applicable Legal Requirements. All financial statements reporting for a full operating year (i) shall be audited by the independent accountants in accordance with generally accepted auditing standards, Regulation S-X and all other applicable Legal Requirements, (ii) shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation S-X and all other applicable Legal Requirements, and (iii) shall be accompanied by a manually executed written consent of the independent accountants, acceptable to Lender, that authorizes the inclusion of such financial statements in any Disclosure Document or Securities Filing and permits the use of the name of such independent accountants and reference to such independent accountants as “experts” in any Disclosure Document and Securities Filing, all of which shall be provided, at Borrowers’ expense, at the same time as the related financial statements are required to be provided. All other financial statements shall be certified by the chief financial officer of Borrowers, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraphIFRS consistently applied. (b) If requested by LenderVendor shall deliver the financial statements, Borrowers adjustments and other information described in the column entitled “Incremental Information Requirement” in Schedule 9.24(b), no later than the corresponding date specified in the column entitled “Date Required” in Schedule 9.24(b). Such financial statements shall provide Lenderbe prepared in accordance with IFRS consistently applied. (c) Except in respect of Material Claims under the indemnity contained in Section 10.1(a) for a breach of the representation and warranty set forth in Section 4.9 only, promptly upon request, with Vendor shall not have any liability to Purchaser or its Affiliates or any other Person in respect of the completeness or additional accuracy of any of the financial statements statements, adjustments and other information referred to in Sections 9.24(a) or financial(b), statistical and Purchaser shall be liable for and shall indemnify and save harmless Vendor and the other Vendor Indemnified Parties against any and all Claims, including Third Party Claims, Liabilities and Losses suffered or operating incurred by or made against Vendor or any of the other Vendor Indemnified Parties as a result of any use of or reliance upon such financial statements, adjustments and other information by Purchaser or a third party who receives such financial statements, adjustments and other information from or through Purchaser or its Affiliates provided that Purchaser shall not be liable for and shall have no obligation to indemnify and save harmless Vendor and the other Vendor Indemnified Parties against any and all Claims, including Third Party Claims, Liabilities and Losses suffered or incurred or made against Vendor or any of the other Vendor Indemnified Parties as Lender determines to be required pursuant to Regulation S-X a result of the use of or reliance upon such financial statements, adjustments and other legal requirements information by Vendor, the other Vendor Indemnified Parties or third parties who receive such financial statements, adjustments and other information from or through Vendor or its Affiliates. (d) The costs of KPMG incurred by Vendor or its Affiliates in support of preparing pro forma adjustments as outlined in Schedule 9.24(a) and the costs KPMG and Ernst & Young incurred by Vendor or its Affiliates in connection with the preparation of any Disclosure Document of the financial statements, adjustments and other information referred to in Sections 9.24(a) or any Securities Filing(b) (other than the costs of Ernst & Young incurred in connection with their review of the Interim Financial Statements which costs shall be for the account of Vendor) shall be deducted from “Net Cash Provided by Operating Activities” as defined in or contemplated by section 2A of Schedule 1.1M. In the event Closing does not occur all such costs shall be paid by Purchaser to Vendor at the earlier of the time of termination of this Agreement and the Outside Date. (e) Vendor and Purchaser shall cooperate to the extent reasonably required in connection with the preparation of the financial statements, adjustments and other information referred to in Sections 9.24(a) or (b).