Common use of Financial testing Clause in Contracts

Financial testing. Subject to paragraph (b) below, the financial covenant set out in Clause 24.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph (a)(ii) of Clause 23.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 (Provision and contents of Compliance Certificate).

Financial testing. (a) Subject to paragraph (b) below, the financial covenant covenants set out in Clause 24.2 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia)(i) and (b) of Clause 23.1 21.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (b) below, the financial covenant set out in Clause 24.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph (a)(ii) of Clause 23.1 (Financial statements) and/or each 110 Compliance Certificate delivered pursuant to Clause 23.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (ba) below, the The financial covenant covenants set out in Clause 24.2 25.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia)(i) and (b) of Clause 23.1 24.1 (Financial statementsStatements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 24.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (b) below, the The financial covenant covenants set out in Clause 24.2 23.2 (Financial condition) shall be calculated in accordance with the Accounting Principles (save as used in the preparation of the Financial Model varied by this Agreement) and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia)(i) and (b) of Clause 23.1 22.1 (Financial statementsStatements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 22.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (b) below, the The financial covenant set out in Clause 24.2 21.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used accounting practices and financial reference points consistent with those applied in the preparation of the Original Financial Model Statements and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia) and (b) of Clause 23.1 20.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 20.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (ba) below, the The financial covenant covenants set out in this Clause 24.2 22 (Financial conditionCovenants) shall be calculated in accordance with the Accounting Principles as used and, in the preparation respect of the financial covenants set out in Clause 22.2 (Financial Model and condition), tested on a rolling four quarter basis by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia) and (b) of Clause 23.1 21.1 (Financial statements) and/or and each Compliance Certificate delivered pursuant to Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. (a) Subject to paragraph (b) below, the financial covenant covenants set out in Clause 24.2 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia) and (b) of Clause 23.1 21.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (ba) below, the The financial covenant covenants set out in Clause 24.2 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia)(i), (b)(i) and (c) of Clause 23.1 21.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. (a) Subject to paragraph (b) below, the financial covenant covenants set out in Clause 24.2 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraphs (a)(i)(A) and paragraph (a)(iia)(ii)(A) of Clause 23.1 21.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. (a) Subject to paragraph (b) below, the financial covenant covenants set out in Clause 24.2 25.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia) and (b) of Clause 23.1 24.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 24.2 (Provision and contents of Compliance Certificate).

Financial testing. (a) Subject to paragraph paragraphs (bc) and (d) below, the financial covenant covenants set out in Clause 24.2 23.2 (Financial condition) shall be calculated in accordance with the Accounting Principles (as used applied in the preparation of the Financial Base Case Model except as changed in accordance with this Agreement) and tested by reference to each of the financial statements delivered pursuant to paragraph (a)(ii) of Clause 23.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 22.2 (Provision and contents of Compliance Certificate).. No item shall be taken into account more than once in any calculation. 106

Financial testing. 24.3.1 Subject to paragraph (b) below, Clause 24.3.2 the financial covenant covenants set out in Clause 24.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph (a)(iiClauses 23.1.1(a) of Clause 23.1 (Financial statements) and 23.1.2 and/or each Compliance Certificate delivered pursuant to Clause 23.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (b) below, the The financial covenant covenants set out in Clause 24.2 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia)(i) and (b)(i) of Clause 23.1 21.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (b) below, the The financial covenant covenants set out in Clause 24.2 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested in relation to the Group on a consolidated basis by reference to each of the financial statements delivered pursuant to paragraph (a)(ii) of Clause 23.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to in accordance with Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (b) below, the The financial covenant covenants set out in Clause 24.2 clause 21.3 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model on a consolidated basis and tested by reference to each of the financial statements delivered pursuant to paragraph (a)(ii) of Clause 23.1 (Financial statements) Statements and/or each Compliance Certificate delivered pursuant to Clause 23.2 clause 20.4 (Provision and contents of Compliance CertificateCertificate ).

Financial testing. Subject to paragraph (ba) below, the The financial covenant covenants set out in Clause 24.2 19.1 (Financial condition) shall be calculated in accordance with the Accounting Principles (as used in applied to the preparation of the Original Financial Model Statements) and tested by reference to each of the financial statements delivered pursuant to paragraph (a)(ii) of Clause 23.1 (Financial statements) and/or Company In-Place Quarterly Rent Tape and each Compliance Certificate delivered pursuant to Clause 23.2 18.2 (Provision and contents of Compliance Certificate).

Financial testing. (a) Subject to paragraph (b) below, the financial covenant covenants set out in Clause 24.2 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia), (b) and (c) of Clause 23.1 21.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (ba) below, the The financial covenant covenants set out in Clause 24.2 26.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph (a)(ii) of Clause 23.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 25.2 (Provision and contents of Compliance Certificate).) provided that:

Financial testing. (a) Subject to paragraph paragraphs (bc) and (d) below, the financial covenant covenants set out in Clause 24.2 28.2 (Financial condition) shall be calculated in accordance with the Accounting Principles (as used applied in the preparation of the Financial Base Case Model except as changed in accordance with this Agreement) and tested by reference to each of the financial statements delivered pursuant to paragraph (a)(ii) of Clause 23.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 27.2 (Provision and contents of Compliance Certificate).. No item shall be taken into account more than once in any calculation. 143

Financial testing. (a) Subject to paragraph (b) below, the financial covenant covenants set out in Clause 24.2 22.1 (Financial conditioncovenants) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia) and (b) of Clause 23.1 21.1 (Financial statementsStatements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. (a) (Subject to paragraph (bb)(i) below, ) the financial covenant covenants set out in Clause 24.2 21.2 (Financial conditionconditions) shall be calculated in accordance with the Accounting Principles (as used applied in the preparation of the audited Original Financial Model Statements of the Borrower) and tested quarterly on each Quarter Date by reference to each set of financial statements of the financial statements Borrower delivered pursuant to paragraph (a)(ii) of Clause 23.1 20.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 20.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (b) below, the The financial covenant covenants set out in Clause 24.2 23.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia), (b)(i) and (c)(i) of Clause 23.1 22.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 22.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (ba) below, the The financial covenant covenants set out in Clause 24.2 23.2 (Financial condition) shall be calculated in accordance with the Accounting Principles (save as used in the preparation of the Financial Model varied by this Agreement) and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia)(i) and (b) of Clause 23.1 22.1 (Financial statementsStatements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 22.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (ba) below, the The financial covenant covenants set out in Clause 24.2 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia)(i) and 21.1(b)(i) of Clause 23.1 21.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (ba) below, the The financial covenant covenants set out in Clause 24.2 19.1 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements and the Quarterly Rent Tape delivered pursuant to paragraph paragraphs (a)(iia)(i), (b) and (c) of Clause 23.1 18.1 (Financial statementsstatements and Quarterly Rent Tape) and/or and each Compliance Certificate delivered pursuant to Clause 23.2 18.2 (Provision and contents of Compliance Certificate).

Financial testing. (a) Subject to paragraph (b) below, the financial covenant covenants set out in Clause 24.2 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(i)(A) and (a)(ii) of Clause 23.1 21.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (b) below, the The financial covenant covenants set out in Clause 24.2 26.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph (a)(ii) of Clause 23.1 (Financial statements) , the Base Case Model, the Operating Budget and/or each Compliance Certificate delivered pursuant to Clause 23.2 25 (Provision and contents of Compliance CertificateInformation undertakings).

Financial testing. Subject to paragraph (b) below, the The financial covenant set out in Clause 24.2 21.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used accounting practices and financial reference points consistent with those applied in the preparation of the Original Financial Model Statements and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia) and (b) of Clause 23.1 20.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 20.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (ba) below, the The financial covenant set out in this Clause 24.2 22 (Financial conditionCovenant) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested on a rolling four quarter basis by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia) and (b) of Clause 23.1 21.1 (Financial statements) and/or and each Compliance Certificate delivered pursuant to Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (b) below, the The financial covenant covenants set out in Clause 24.2 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph paragraphs (a)(iia) and (b) of Clause 23.1 21.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 21.2 (Provision and contents of Compliance Certificate).

Financial testing. Subject to paragraph (ba) below, the The financial covenant covenants set out in Clause 24.2 clause 22.2 (Financial conditionCondition) shall be calculated in accordance with the Accounting Principles as used in the preparation of the Financial Model and tested by reference to each of the financial statements delivered pursuant to paragraph (a)(ii) of Clause 23.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 23.2 (Provision and contents of Compliance Certificate).to: