Common use of CHANGE IN BASIS OF ACCOUNTS Clause in Contracts

CHANGE IN BASIS OF ACCOUNTS. (in the case of the Original Borrower) ensure that all annual statements delivered under clause 12.1.6 are prepared in accordance with the accounting principles and practices used in the preparation of the financial statements referred to in clause 11.1.7(a) (the "ORIGINAL BASIS") consistently applied in respect of each financial year unless to do so would be inconsistent with the then current GAAP (the "NEW BASIS"). If the preparation of annual financial statements on the Original Basis is contrary to the New Basis then the Original Borrower shall promptly notify the Agent in writing of the relevant change and prepare and deliver to the Agent audited annual financial statements on the New Basis, in the opinion of the Agent, acting reasonably, such adjustments would affect the calculation of any amount used to determine compliance or otherwise with the covenants contained in clause 13.1 and/or the margin pursuant to clause 6.2 then, at its option, the Original Borrower shall either (i) deliver to the Agent with the relevant audited financial statements an unaudited reconciliation statement prepared by the Original Borrower (a "RECONCILIATION STATEMENT") showing those adjustments necessary in order to reconcile the financial statements produced on the New Basis to the Original Basis or (ii) request the Agent to enter into good faith negotiations for such amendments (if any) as are necessary to the covenants contained in clause 13.1 and/or the provisions of clauses 4.1 and 6.2 and any other provisions of this Agreement affected by such change, in which event the Agent will enter into such negotiations for a period of not more than 28 days. If agreement is reached between the Original Borrower and the Agent (acting on the instructions of the Majority Banks) within such period as to the amendment of any such covenants or provisions, then the

CHANGE IN BASIS OF ACCOUNTS. (in the case of the Original Borrower) The Borrower will ensure that all annual financial statements delivered under clause 12.1.6 12.1 are prepared in accordance with GAAP and in accordance with the accounting principles and practices used in the preparation of the financial statements referred to in clause 11.1.7(a) part A of schedule 3 (the "ORIGINAL BASIS") consistently applied in respect of each financial year unless to do so would be inconsistent with the then current GAAP (the "NEW BASIS"). If the preparation of annual financial statements on the Original Basis is contrary to the New Basis then the Original Borrower shall promptly notify the Agent in writing of the relevant change and at the option of the Borrower) shall either (1) prepare and deliver to the Agent audited annual financial statements on both the Original Basis and the New Basis or shall prepare and deliver financial statements on the New Basis, in the opinion of the Agent, acting reasonably, such adjustments would affect the calculation of any amount used to determine compliance or otherwise with the covenants contained in clause 13.1 and/or the margin pursuant to clause 6.2 then, at its option, the Original Borrower Basis only but shall either (i) also prepare and deliver to the Agent with the relevant an audited financial statements an unaudited reconciliation statement prepared by the Original Borrower (a "RECONCILIATION STATEMENT") showing those adjustments necessary in order to reconcile the financial statements produced on the New Basis to the Original Basis Basis) or (ii2) request the Agent to enter into good faith negotiations for such amendments (if any) as are necessary to the covenants contained in clause 13.1 and/or the provisions of clauses 4.1 and 6.2 15 and any other provisions of this Agreement affected by such change, in which event the Agent will enter into such negotiations for a period of not more than 28 days. If agreement is reached between the Original Borrower and the Agent (acting on the instructions of the Majority BanksLenders) within such period as to the amendment of any such covenants or provisions, then thethe parties hereto will enter into such documentation and take such other steps as are required to put such amendments into effect following which the Borrower shall then be obliged to produce financial statements on the New Basis only. If no such agreement is reached then the Borrower shall be obliged to prepare and deliver audited financial statements on the New Basis accompanied by a

CHANGE IN BASIS OF ACCOUNTS. (in the case of the Original Borrower) The Borrower shall ensure that all annual financial statements delivered under clause 12.1.6 Clause 15.1 and 15.2 are prepared in accordance with GAAP and in accordance with the accounting principles and practices used in the preparation of the financial statements referred to in clause 11.1.7(a) Clause 14.7.1 and the 2001 Budget (the "ORIGINAL BASIS") consistently applied in respect of each financial year unless to do so would be inconsistent with the then current GAAP (the "NEW BASIS"). If the preparation of annual financial statements on the Original Basis is contrary to the New Basis then the Original Borrower shall promptly notify the Facility Agent in writing of the relevant change and (at the option of the Borrower) shall either (1) prepare and deliver to the Facility Agent audited annual financial statements on both the Original Basis and the New Basis (or shall prepare and deliver financial statements on the New Basis, in the opinion of the Agent, acting reasonably, such adjustments would affect the calculation of any amount used to determine compliance or otherwise with the covenants contained in clause 13.1 and/or the margin pursuant to clause 6.2 then, at its option, the Original Borrower Basis only but shall either (i) also prepare and deliver to the Agent with the relevant an audited financial statements an unaudited reconciliation statement prepared by the Original Borrower (a "RECONCILIATION STATEMENT") showing those adjustments necessary in order to reconcile the financial statements produced on the New Basis to the Original Basis Basis) or (ii2) request the Facility Agent to enter into good faith negotiations for such amendments (if any) as are necessary to the covenants covenant contained in clause 13.1 and/or the provisions of clauses 4.1 and 6.2 Clause 16 (FINANCIAL CONDITION) and any other provisions of this Agreement affected by such change, in which event the Facility Agent will enter into such negotiations for a period of not more than 28 days. If agreement is reached between the Original Borrower and the Facility Agent (acting on the instructions of the Majority Banksan Instructing Group) 37 within such period as to the amendment of any such covenants or of provisions, then thethe parties hereto will enter into such documentation and take such other steps as are required to put such amendments into effect following which the Borrower shall then be obliged to produce financial statements on the New Basis only. If no such agreement is reached the Borrower shall be obliged to prepare and deliver financial statements on both the Original Basis and the New Basis (or shall prepare and deliver audited financial statements on the New Basis accompanied by a Reconciliation Statement). Where the Borrower is under an obligation to deliver financial statements under Clause 15.1 on both the Original Basis and the New Basis (or on the New Basis but accompanied by a Reconciliation Statement), Quarterly Management Accounts shall also be delivered on both bases or on the New Basis but accompanied by a Reconciliation Statement.

CHANGE IN BASIS OF ACCOUNTS. (in the case of the Original Borrower) ensure that all annual statements delivered under clause 12.1.6 are prepared in accordance with the accounting principles and practices used in the preparation of the financial statements referred to in clause 11.1.7(a) (the "ORIGINAL BASIS") consistently applied in respect of each financial year unless to do so would be inconsistent with the then current GAAP (the "NEW BASIS"). If the preparation of annual financial statements on the Original Basis is contrary to the New Basis then the Original Borrower shall promptly notify the Agent in writing of the relevant change and prepare and deliver to the Agent audited annual financial statements on the New Basis, in the opinion of the Agent, acting reasonably, such adjustments would affect the calculation of any amount used to determine compliance or otherwise with the covenants contained in clause 13.1 and/or the margin pursuant to clause 6.2 then, at its option, the Original Borrower shall either (i) deliver to the Agent with the relevant audited financial statements an unaudited reconciliation statement prepared by the Original Borrower (a "RECONCILIATION STATEMENT") showing those adjustments necessary in order to reconcile the financial statements produced on the New Basis to the Original Basis or (ii) request the Agent to enter into good faith negotiations for such amendments (if any) as are necessary to the covenants contained in clause 13.1 and/or the provisions of clauses 4.1 and 6.2 and any other provisions of this Agreement affected by such change, in which event the Agent will enter into such negotiations for a period of not more than 28 days. If agreement is reached between the Original Borrower and the Agent (acting on the instructions of the Majority Banks) within such period as to the amendment of any such covenants or provisions, then thethe parties hereto will enter into such documentation and take such other steps as are required to put such amendments into effect following which the Original Borrower shall then be obliged to procure the preparation and delivery to the Agent of audited financial statements on the New Basis only. If no such agreement is reached then the Original Borrower shall be obliged to procure the preparation and delivery to the Agent of audited financial statements on the New Basis accompanied by, if required, a Reconciliation Statement.

CHANGE IN BASIS OF ACCOUNTS. (in the case of the Original Borrower) ensure that all annual financial statements delivered under clause 12.1.6 12.1(f) are prepared in accordance with GAAP and in accordance with the accounting principles and practices used in the preparation of the financial statements referred to in clause 11.1.7(a11.1(g) and the 1999 Budget (the "ORIGINAL BASISBasis") consistently applied in respect of each financial year unless to do so would be inconsistent with the then current GAAP (the "NEW BASIS"). If the preparation of annual financial statements on the Original Basis is contrary to the New Basis then the Original Borrower shall promptly notify the Agent in writing of the relevant change and (at the option of the Borrower) shall either (1) prepare and deliver to the Agent audited annual financial statements on both the Original Basis and the New Basis (or shall prepare and deliver financial statements on the New Basis, in the opinion of the Agent, acting reasonably, such adjustments would affect the calculation of any amount used to determine compliance or otherwise with the covenants contained in clause 13.1 and/or the margin pursuant to clause 6.2 then, at its option, the Original Borrower Basis only but shall either (i) also prepare and deliver to the Agent with the relevant an audited financial statements an unaudited reconciliation statement prepared by the Original Borrower (a "RECONCILIATION STATEMENT") showing those adjustments necessary in order to reconcile the financial statements produced on the New Basis to the Original Basis Basis) or (ii2) request the Agent to enter into good faith negotiations for such amendments (if any) as are necessary to the covenants contained in clause 13.1 and/or the provisions of clauses 4.1 and 6.2 and any other provisions of this Agreement affected by such change, in which event the Agent will enter into such negotiations for a period of not more than 28 days. If agreement is reached between the Original Borrower and the Agent (acting on the instructions of the Majority Banks) within such period as to the amendment of any such covenants or provisions, then thethe parties hereto will enter into such documentation and take such other steps as are required to put such amendments into effect following which the Borrower shall then be obliged to produce financial statements on the New Basis only. If no such agreement is reached then the Borrower shall be obliged to prepare and deliver financial statements on both the Original Basis and the New Basis (or shall prepare and deliver audited financial statements on the New Basis accompanied by a Reconciliation Statement). Where the Borrower is under an obligation to deliver financial statements under clause 12.1(f) on both the Original Basis and the New Basis (or on the New Basis but accompanied by a Reconciliation Statement), Monthly Information and Quarterly Management Accounts shall also be delivered on both bases or on the New Basis but accompanied by a Reconciliation Statement.