Common use of FINANCIAL DISTRESS Clause in Contracts

FINANCIAL DISTRESS. 28.1 During the Term the Supplier shall regularly monitor its own credit ratings or (where used as proxies for credit ratings) Dun & Bradstreet rating, which at the Effective Date are as follows: Supplier Standard & Poor's BBB Moody's Baa2 28.2 The Supplier shall promptly notify (or shall procure that its auditors promptly notify) the Authority in writing following the occurrence of a Financial Distress Event (and in any event ensure that such notification is made within ten (10) Working Days of the date on which the Supplier first becomes aware of the Financial Distress Event). 28.3 In the event that the Authority reasonably believes that the Financial Distress Event could adversely impact the performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this Contract, at the request of the Authority the Supplier shall: 28.3.1 meet with the Authority as soon as practicable to review the effect of the Financial Distress Event on the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this Contract; 28.3.2 as soon as practicable and in any event within ten (10) Working Days (taking into account any discussions and any representations made pursuant to Clause 28.3.1), provide a draft Financial Distress Event Remedial Plan for approval by the Authority explaining how the Supplier will remedy the potential adverse impact of the Financial Distress Event on the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this Contract; and 28.3.3 provide such financial information as the Authority may reasonably require to support Clause 28.3.2. 28.4 The Supplier shall incorporate any reasonable comments provided by the Authority on the draft Financial Distress Event Remedial Plan and provide such number of revised drafts as may reasonably be required until the Authority has approved the Financial Distress Event Remedial Plan (which approval shall not be unreasonably withheld or delayed). 28.5 Following approval of any Financial Distress Event Remedial Plan pursuant to Clause 28.4, the Supplier shall implement the plan in accordance with its terms and review the plan on a regular basis and assess whether it remains adequate and up to date so as to ensure the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted). 28.6 The Authority's rights set out in this Clause 28 shall be without prejudice to the Authority's termination rights set out in Clause 61. 29 NOT USED 30 NOT USED

FINANCIAL DISTRESS. 28.1 During the Term the Supplier shall regularly monitor its own and each of its Key Subcontractors' credit ratings or (where used as proxies for credit ratings) Dun & Bradstreet rating, which at the Effective Date are as follows: Supplier BT Group Standard & Poor's BBB Moody's (treble B flat) Xxxxx'x Baa2 28.2 The Supplier shall promptly notify (or shall procure that its auditors promptly notify) the Authority in writing following the occurrence of a Financial Distress Event (and in any event ensure that such notification is made within ten (10) Working Days of the date on which the Supplier first becomes aware of the Financial Distress Event). 28.3 In the event that the Authority reasonably believes that the Financial Distress Event could adversely impact the performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this Contract, at the request of the Authority the Supplier shall: 28.3.1 (and shall procure that the relevant Key Subcontractors shall) meet with the Authority as soon as practicable to review the effect of the Financial Distress Event on the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this Contract; 28.3.2 as soon as practicable and in any event within ten (10) Working Days (taking into account any discussions and any representations made pursuant to Clause 28.3.1), provide a draft Financial Distress Event Remedial Plan for approval by the Authority explaining how the Supplier and/or relevant Key Subcontractor will remedy the potential adverse impact of the Financial Distress Event on the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this Contract; and 28.3.3 provide such financial information as the Authority may reasonably require to support Clause 28.3.2. 28.4 The Supplier shall incorporate any reasonable comments provided by the Authority on the draft Financial Distress Event Remedial Plan and provide such number of revised drafts as may reasonably be required until the Authority has approved the Financial Distress Event Remedial Plan (which approval shall not be unreasonably withheld or delayed). 28.5 Following approval of any Financial Distress Event Remedial Plan pursuant to Clause 28.4, the Supplier shall implement the plan in accordance with its terms and review the plan on a regular basis and assess whether it remains adequate and up to date so as to ensure the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted). 28.6 The Authority's rights set out in this Clause 28 shall be without prejudice to the Authority's termination rights set out in Clause 61. 29 29. NOT USED 30 30. NOT USED

FINANCIAL DISTRESS. 28.1 27.1 During the Term the Supplier shall regularly monitor its own and each of its Key Subcontractors' credit ratings or (where used as proxies for credit ratings) Dun & Bradstreet rating, which at the Effective Date are as follows: Supplier Standard & Poor's Poors Moody’s BBB Moody's Baa2 28.2 27.2 The Supplier shall promptly notify (or shall procure that its auditors promptly notify) the Authority and Programme Authority in writing following the occurrence of a Financial Distress Event (and in any event ensure that such notification is made within ten (10) Working Days of the date on which the Supplier first becomes aware of the Financial Distress Event). 28.3 27.3 In the event that the Authority reasonably believes that the Financial Distress Event could adversely impact the performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this Contract, at the request of the Authority the Supplier shall: 28.3.1 27.3.1 (and shall procure that the relevant Key Subcontractors shall) meet with the Authority as soon as practicable to review the effect of the Financial Distress Event on the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this Contract; 28.3.2 27.3.2 as soon as practicable and in any event within ten (10) Working Days (taking into account any discussions and any representations made pursuant to Clause 28.3.127.3.1), provide a draft Financial Distress Event Remedial Plan for approval by the Authority explaining how the Supplier and/or relevant Key Subcontractor will remedy the potential adverse impact of the Financial Distress Event on the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this Contract; and 28.3.3 27.3.3 provide such financial information as the Authority may reasonably require to support Clause 28.3.227.3.2. 28.4 27.4 The Supplier shall incorporate any reasonable comments provided by the Authority on the draft Financial Distress Event Remedial Plan and provide such number of revised drafts as may reasonably be required until the Authority has approved the Financial Distress Event Remedial Plan (which approval shall not be unreasonably withheld or delayed). 28.5 27.5 Following approval of any Financial Distress Event Remedial Plan pursuant to Clause 28.427.4, the Supplier shall implement the plan in accordance with its terms and review the plan on a regular basis and assess whether it remains adequate and up to date so as to ensure the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted). 28.6 27.6 The Authority's rights set out in this Clause 28 27 shall be without prejudice to the Authority's termination rights set out in Clause 61. 29 NOT USED 30 NOT USED60.

FINANCIAL DISTRESS. 28.1 17.1 During the Term the Supplier shall regularly monitor its own credit ratings or (where used as proxies for credit ratings) its Dun & Bradstreet rating, which at the Effective Date are as follows: Supplier Standard & Poor's BBB Moody's Baa2: 28.2 17.1.1 [•]; 17.1.2 [•]. 17.2 The Supplier shall promptly notify (or shall procure that its auditors promptly notify) the Authority in writing as soon as practicable following the occurrence of a Financial Distress Event (and in any event ensure that such notification is made within ten (10) Working Days of the date on which the Supplier first becomes aware of the Financial Distress Event). 28.3 17.3 In the event that the Authority reasonably believes that the Financial Distress Event could adversely impact the performance of this Contract and/or Framework Agreement the security of public subsidy already granted (or to be granted) pursuant to this Contract, Supplier shall at the request of the Authority the Supplier shallAuthority: 28.3.1 17.3.1 meet with the Authority as soon as practicable to review the effect of the Financial Distress Event on the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this ContractFramework Agreement; 28.3.2 17.3.2 as soon as practicable and in any event within ten (10) Working Days (taking into account any the discussions and any representations made pursuant to Clause 28.3.117.3.1), provide a draft Financial Distress Event Remedial Plan for approval by the Authority explaining how the Supplier will remedy the potential adverse impact of the Financial Distress Event on the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this ContractFramework Agreement; and 28.3.3 17.3.3 provide such financial information as the Authority may reasonably require to support Clause 28.3.217.3.1. 28.4 17.4 The Supplier shall incorporate any reasonable comments provided by the Authority on the draft Financial Distress Event Remedial Plan and provide such number of revised drafts as may reasonably be required until the Authority has approved the Financial Distress Event Remedial Plan (which approval shall not be unreasonably withheld or delayed). 28.5 17.5 Following approval of any Financial Distress Event Remedial Plan pursuant to Clause 28.417.4, the Supplier shall implement the plan in accordance with its terms and review the plan on a regular basis and assess whether it remains adequate and up to date so as to ensure the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted)Framework Agreement. 28.6 17.6 The Authority's rights set out in this Clause 28 17 shall be without prejudice to the Authority's termination rights set out in Clause 61. 29 NOT USED 30 NOT USED32.1.

FINANCIAL DISTRESS. 28.1 During the Term the Supplier shall regularly monitor its own and each of its Key Subcontractors' credit ratings or (where used as proxies for credit ratings) Dun & Bradstreet rating, which at the Effective Date are as follows: Supplier Standard & Poor's BBB Moody's (Treble B flat) Xxxxx'x Baa2 28.2 The Supplier shall promptly notify (or shall procure that its auditors promptly notify) the Authority in writing following the occurrence of a Financial Distress Event (and in any event ensure that such notification is made within ten (10) Working Days of the date on which the Supplier first becomes aware of the Financial Distress Event). 28.3 In the event that the Authority reasonably believes that the Financial Distress Event could adversely impact the performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this Contract, at the request of the Authority the Supplier shall: 28.3.1 (and shall procure that the relevant Key Subcontractors shall) meet with the Authority as soon as practicable to review the effect of the Financial Distress Event on the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this Contract; 28.3.2 as soon as practicable and in any event within ten (10) Working Days (taking into account any discussions and any representations made pursuant to Clause 28.3.1), provide a draft Financial Distress Event Remedial Plan for approval by the Authority explaining how the Supplier and/or relevant Key Subcontractor will remedy the potential adverse impact of the Financial Distress Event on the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted) pursuant to this Contract; and 28.3.3 provide such financial information as the Authority may reasonably require to support Clause 28.3.2. 28.4 The Supplier shall incorporate any reasonable comments provided by the Authority on the draft Financial Distress Event Remedial Plan and provide such number of revised drafts as may reasonably be required until the Authority has approved the Financial Distress Event Remedial Plan (which approval shall not be unreasonably withheld or delayed). 28.5 Following approval of any Financial Distress Event Remedial Plan pursuant to Clause 28.4, the Supplier shall implement the plan in accordance with its terms and review the plan on a regular basis and assess whether it remains adequate and up to date so as to ensure the continued performance of this Contract and/or the security of public subsidy already granted (or to be granted). 28.6 The Authority's rights set out in this Clause 28 shall be without prejudice to the Authority's termination rights set out in Clause 61. 29 29. NOT USED 30 30. NOT USED

FINANCIAL DISTRESS. 28.1 During the Term the Supplier Grantee shall regularly monitor its own and each of its Key Subcontractors' credit ratings or (where used as proxies for credit ratings) Dun & Bradstreet rating, which at the Effective Date are as follows: Supplier Grantee Xxxxx’x Standard & Poor's BBB Moody's Baa2Poors Baa2 BBB 28.2 The Supplier Grantee shall promptly notify (or shall procure that its auditors promptly notify) the Welsh Ministers and Programme Authority in writing following the occurrence of a Financial Distress Event (and in any event ensure that such notification is made within ten (10) Working Days of the date on which the Supplier Grantee first becomes aware of the Financial Distress Event). 28.3 In the event that the Authority Welsh Ministers reasonably believes that the Financial Distress Event could adversely impact the performance of this Contract Agreement and/or the security of public subsidy already granted (or to be granted) pursuant to this ContractAgreement, at the request of the Authority Welsh Ministers the Supplier Grantee shall: 28.3.1 (and shall procure that the relevant Key Subcontractors shall) meet with the Authority Welsh Ministers as soon as practicable to review the effect of the Financial Distress Event on the continued performance of this Contract Agreement and/or the security of public subsidy already granted (or to be granted) pursuant to this ContractAgreement; 28.3.2 as soon as practicable and in any event within ten (10) Working Days (taking into account any discussions and any representations made pursuant to Clause 28.3.1), provide a draft Financial Distress Event Remedial Plan for approval by the Authority Welsh Ministers explaining how the Supplier Grantee and/or relevant Key Subcontractor will remedy the potential adverse impact of the Financial Distress Event on the continued performance of this Contract Agreement and/or the security of public subsidy already granted (or to be granted) pursuant to this ContractAgreement; and 28.3.3 provide such financial information as the Authority Welsh Ministers may reasonably require to support Clause 28.3.2. 28.4 The Supplier Grantee shall incorporate any reasonable comments provided by the Authority Welsh Ministers on the draft Financial Distress Event Remedial Plan and provide such number of revised drafts as may reasonably be required until the Authority has Welsh Ministers have approved the Financial Distress Event Remedial Plan (which approval shall not be unreasonably withheld or delayed). 28.5 Following approval of any Financial Distress Event Remedial Plan pursuant to Clause 28.4, the Supplier Grantee shall implement the plan in accordance with its terms and review the plan on a regular basis and assess whether it remains adequate and up to date so as to ensure the continued performance of this Contract Agreement and/or the security of public subsidy already granted (or to be granted). 28.6 The Authority's Welsh Ministers' rights set out in this Clause 28 shall be without prejudice to the Authority's Welsh Ministers' termination rights set out in Clause 61. 29 NOT USED 30 NOT USED.