Common use of Form of financial statements Clause in Contracts

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Company. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company Issuer must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company Issuer must notify the Facility Agent Trustee of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement are prepared which relate is relevant to the financial statements of the Companycovenant under Clause 13 (Financial Covenants). (c) If requested by the Facility AgentTrustee, the Company Issuer must supply to the Facility AgentTrustee: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information (in form and substance as may be reasonably required by the Trustee) to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent Trustee under this Agreement. (d) If requested by the Facility AgentTrustee, the Company Issuer must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company Issuer and the Lenders Bridge Noteholders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company Issuer and the Facility Agent Trustee will be, with the prior consent of the Majority LendersBridge Noteholders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company Issuer must supply with each set of its financial statements another set of its an audited reconciliation statement indicating the changes that would be made to those financial statements if they had been prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company must Borrowers will use all reasonable efforts to ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company Borrowers must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement manner in which relate to the financial statements of the Companyreferred to above are prepared. (c) If requested by the Facility AgentAgent (acting upon the request of a Lender), the Company Borrowers must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility AgentAgent (acting upon the request of the Majority Lenders), the Company Borrowers must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company Borrowers and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company Borrowers and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set Borrowers will use all reasonable efforts to ensure that the Parent’s auditors certify those amendments; the certificate of its financial statements another set the auditors will be, in the absence of its financial statements prepared manifest error, binding on all the same basis as the Original Financial StatementsParties.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects are prepared, unless such change would, when taken with any other change described in this paragraph (b), be immaterial in the calculation context of the financial covenants or any provisions of this Agreement which relate matters referred to the financial statements of the Companyin paragraph (d) below. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to the definition of Material Subsidiary in Clause 1.1 (Definitions), Clause 20.12 (Financial statements), Clause 21 (Information Covenants) (other than Clauses 21.4(a)(iv) (Information – miscellaneous), 21.5 (Notification of Default) and 21.7 (Know your customer requirements)), Clause 22 (Financial Covenants) and Clause 22.5 (Additional Guarantors) of this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company Security Group Agent must ensure that each set of financial statements Financial Statements supplied by it under Paragraph 1 (Financial Statements) of this Agreement Part 1 (Information Covenants) of Schedule 2 (Security Group Covenants): (i) is prepared in accordance with the Accounting Standards and includes a cashflow statement, a profit and loss statement and a balance sheet; and (ii) gives (if audited) a true and fair view ofof or, or (if unaudited) in the case of any unaudited Financial Statement, fairly represents, the presents its financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements Financial Statements were drawn upup and of the results of its operations during such period. (b) The Company Security Group Agent must notify the Security Trustee, each PP Noteholder, the Initial ACF Agent and any other Facility Agent Agent, the Hedge Counterparties and the Bond Trustee of any material change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements that affects the calculation Financial Statements of the financial covenants or any provisions of this Agreement which relate to the financial statements of the CompanyElenia are prepared. (c) If requested by In respect of the Facility Agentcalculation of any financial ratio, if the Company must supply to the Facility Agentchange notified under Paragraph (b) above results in or could reasonably be expected to: (i) result in a full description deviation of equal to or greater than 3 per cent. from the result of the calculation of such financial ratio if such change had not occurred, the Security Group Agent may; or (ii) result in a deviation of equal to or greater than 5 per cent. from the result of the calculation of such financial ratio if such change had not occurred, the Security Group Agent shall, in each case, subject as provided below, appoint an international firm of auditors (acting as expert and not as an arbitrator) to determine the amendments required to be made to the Trigger Event Ratios and/or the Default Ratios contained in this Agreement to place the Security Group and the Secured Creditors in a comparable position to that in which they would have been if the change notified in Paragraph (b) above had not happened and the determination of any such auditors shall be final and binding upon the parties to this Agreement. Prior to the Security Group Agent appointing auditors as described above, the Security Group Agent shall propose to the Security Trustee and the Secured Creditor Representatives its proposed amendments to the Trigger Event Ratios and/or Default Ratios to place the Security Group and the Secured Creditors in a comparable position to that in which they would have been in if the change notified under in paragraph (b) above; and (ii) sufficient information to enable above had not happened and the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared Security Trustee acting on the changed basis direction of the Qualifying Secured Creditors, and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions Secured Creditor Representatives shall for a period of not more than 30 60 days consider such amendments with a view to agreeing any amendments required to be made to the Trigger Event Ratios and/or the Default Ratios contained within this Agreement to place the Company Security Group and the Lenders Secured Creditors in the same a comparable position as to that in which they would have been in if the change notified under paragraph Paragraph (b) above had not happened. Any agreement between the Company Security Group Agent and the Facility Agent Security Trustee in respect of such calculation will be, be subject to receipt by the Security Trustee of a direction given in accordance with the prior consent clause 24 (Qualifying Secured Creditor Instructions) of the Majority Lenders, STID and will be binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the represents its financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person Company as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information in form and substance as may be reasonably required by the Facility Agent, to enable the Finance Parties Lenders to determine whether Clause 17 (Financial Covenants) has been complied with and make a proper an accurate comparison between the financial position shown by the set of indicated in those financial statements prepared on and the changed relevant audited consolidated financial statements. Any reference in this Agreement to “financial statements” shall be construed as a reference to the financial statements of the Company adjusted to reflect any change in the basis and its most recent upon which the relevant audited consolidated financial statements delivered to the Facility Agent under this Agreementwere prepared. (d) If there is any change in the basis on which the audited financial statements of the Company are prepared and if requested by the Facility AgentAgent or the Company, the Company and the Facility Agent must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified had not happened. (e) If the Company provides any notification under paragraph (b) above had not happened. Any agreement between it must ensure that its audited financial statements provide an explanation from the Auditors which is consistent with any description provided by the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (dc) above on for any change to the required amendments to this Agreement, manner in which the Company must supply with each set of its Company’s audited consolidated financial statements another set of its financial statements prepared on the same basis as the Original Financial Statementsare prepared.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the its financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any material change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate are prepared, to the financial statements of extent they are not referred to in the Companynotes thereto. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing agree on any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, Lenders binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, any necessary determination under this Agreement will be made as if the Company must supply with each set of changes to the basis on which its audited financial statements another set of its financial statements are prepared on the same basis as the Original Financial Statementshad not occurred.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, represents the relevant Obligor’s financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any material change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this AgreementAgreement in so far as it impacts the financial covenants under Clause 19 (Financial Covenants). (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of ensure that its financial statements another set of its financial statements prepared on auditors certify those amendments which would be necessary to place the Company and the Lenders in the same basis position as they would have been in if the Original Financial Statementschange had not happened; the certificate of the auditors will be, in the absence of manifest error, binding on all the Parties and the certified amendments shall be deemed to be incorporated into this Agreement.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the represents its financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this AgreementAgreement in so far as it impacts the financial covenants under Clause 19 (Financial Covenants). (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of ensure that its financial statements another set of its financial statements prepared on auditors certify those amendments which would be necessary to place the Company and the Lenders in the same basis position as they would have been in if the Original Financial Statementschange had not happened; the certificate of the auditors will be, in the absence of manifest error, binding on all the Parties and the certified amendments shall be deemed to be incorporated into this Agreement.

Form of financial statements. (a) The Company must ensure Borrower ensures that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company must Borrower shall notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must Borrower shall supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must Borrower shall enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company Borrower and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company Borrower and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must Borrower shall supply with each set of its the financial statements another set of its the financial statements prepared on the same basis as the Original Financial StatementsAccounts.

Form of financial statements. (a) The Company CDFCUK must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company CDFCUK must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements are prepared if that affects change is either material or might affect 45 the calculation of the financial covenants or set out in Clause 18 (Financial covenants) and of any provisions of this Agreement which relate change to the its financial statements of the Companyyear end. (c) If requested by the Facility Agent, the Company CDFCUK must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company CDFCUK must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement the financial covenants set out in Clause 18 (Financial covenants) to place the Company CDFCUK and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company CDFCUK and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, CDFCUK must ensure that its auditors confirm the Company must supply with each set appropriateness of its financial statements another set those amendments; the confirmation of its financial statements prepared the auditors will be, in the absence of manifest error, binding on all the same basis as the Original Financial StatementsParties.

Form of financial statements. (a) The Company Each Obligor must ensure that each set of its financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, represents the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn upup and that each set of audited financial statements required to be delivered by an Obligor pursuant to Clause 15.1 (Financial Statements) have been audited by the Auditors of that Obligor. (b) The Company Parent must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company Parent must supply or procure that the following are supplied to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties Facility Agent to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company Parent must enter into discussions for a period of not more than 30 thirty days with a view to agreeing to any amendments required to be made to this Agreement to place the Company and the Lenders Facility Agent in the same position as they it would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company Parent and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Partiesparties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company Parent must supply with each set ensure that its Auditors certify those amendments; the certificate of its financial statements another set the Auditors will be, in the absence of its financial statements prepared manifest error, binding on all the same basis as the Original Financial StatementsParties.

Form of financial statements. (a) The Company must ensure shall procure that each set of financial statements supplied under this Agreement (including the Extracts) gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person person, accounting group or the Plc Group as at the date to which those financial statements were drawn up. (b) The Company must notify shall procure that the Facility Agent is notified of any change to GAAP, the accounting practices and/or reference period relating to basis on which and any departure from the Accounting Principles adopted on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply shall procure that there is supplied to the Facility Agent: (i) a full description of any change or departure notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed or different accounting basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility AgentAgent or the Company, the Company or the Facility Agent must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply shall procure that there is supplied with each set of its the Plc Group's financial statements another set of its financial statements prepared on the same basis of the Accounting Principles as used in the Original Financial Statements. (f) If required by the Facility Agent if there are reasonable grounds for believing that it is materially inaccurate the Company will procure that the Auditors (at the cost of the Company) confirm to the Facility Agent the accuracy of information supplied pursuant to paragraphs (c) or (e) above and the effect of any changes or proposed changes to the financial ratios set out in Clause 22 (Financial covenants).

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives represents (if audited) a true and fair view offairly in all material respects, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn upup and the results of operations of the relevant person for the period covered by those financial statements. (b) The Company must notify the Coordinating Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Coordinating Facility Agent, the Company must supply to the Coordinating Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Coordinating Facility AgentAgent or the Company, the Company and the Coordinating Facility Agent must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Coordinating Facility Agent will be, with the prior consent of the Majority Lenders, acting reasonably, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn upup except (to the extent relevant in the case of the Company in relation to accounts relating to a period ending before 31st December, 2002) as disclosed to the contrary in the letter to the Facility Agent and the Arrangers referred to in paragraph 5(n) of Part 1 Schedule 2 (Condition Precedent Documents). (b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement manner in which relate to the financial statements of the Companyany Obligor are prepared. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated such financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its such financial statements another set of its such financial statements prepared on the same basis as the Original Financial StatementsStatements and certified by its auditors.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement Agreement: (i) gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up; and (ii) is prepared in accordance with accounting principles and practices generally accepted in its jurisdiction of incorporation, consistently applied. (b) The Company must notify the Facility Agent of any material change to GAAP, the accounting principles or practices and/or reference period relating to used in the preparation of its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companystatements. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person Company as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information in form and substance as may be reasonably required by the Facility Agent, to enable the Finance Parties Lenders to determine whether Clause 32 (Financial Covenants) has been complied with and make a proper an accurate comparison between the financial position shown by the set of indicated in those financial statements prepared on and the changed relevant audited consolidated financial statements. Any reference in this Agreement to “financial statements” shall be construed as a reference to the financial statements of the Company adjusted to reflect any change in the basis and its most recent upon which the relevant audited consolidated financial statements delivered to the Facility Agent under this Agreementwere prepared. (d) If there is any change in the basis on which the audited financial statements of the Company are prepared and if requested by the Facility AgentAgent or the Company, the Company and the Facility Agent must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified had not happened. (e) If the Company provides any notification under paragraph (b) above had not happened. Any agreement between it must ensure that its audited financial statements provide an explanation from the Auditors which is consistent with any description provided by the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (dc) above on for any change to the required amendments to this Agreement, manner in which the Company must supply with each set of its Company’s audited consolidated financial statements another set of its financial statements prepared on the same basis as the Original Financial Statementsare prepared.

Form of financial statements. (a) The Company must ensure (or in the case of the BIL as Construction Contractor or O&M Contractor (as the case may be), the Company must use all reasonable endeavours to ensure) that each set of financial statements supplied under this Agreement Agreement: (i) includes income statements, balance sheets and cash flow statements; and (ii) gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) Each set of annual or quarterly financial statements delivered pursuant Clause 16.1 (Financial statements) in respect of (i) AquaVenture and (ii) the AquaVenture Parent Co shall be certified by a director of the relevant company as having been prepared by management and, to the best of management’s knowledge and belief, being fairly stated in all material respects in accordance with United States GAAP as at the date of those financial statements. (c) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (cd) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information information, in such detail and format as may reasonably be required by the Facility Agent, to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated (consolidated, if applicable) financial statements delivered to the Facility Agent under this Agreement. (de) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders Finance Parties in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (ef) If no agreement is reached under paragraph (de) above on the required amendments to this Agreement, the Company must supply with each set ensure that its auditors certify those amendments; the certificate of its financial statements another set the auditors will be, in the absence of its financial statements prepared manifest error, binding on all the same basis as the Original Financial StatementsParties.

Form of financial statements. (a) The Company CDFCUK must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company CDFCUK must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements are prepared if that affects change is either material or might affect the calculation of the financial covenants or set out in Clause 19 (Financial covenants) and of any provisions of this Agreement which relate change to the its financial statements of the Companyyear end. (c) If requested by the Facility Agent, the Company CDFCUK must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company CDFCUK must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement the financial covenants set out in Clause 19 (Financial covenants) to place the Company CDFCUK and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company CDFCUK and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, CDFCUK must ensure that its auditors confirm the Company must supply with each set appropriateness of its financial statements another set those amendments; the confirmation of its financial statements prepared the auditors will be, in the absence of manifest error, binding on all the same basis as the Original Financial StatementsParties.

Form of financial statements. (a) The Company Security Group Agent must ensure that each set of financial statements Financial Statements supplied by it under Paragraph 1 (Financial Statements) of this Agreement Part 1 (Information Covenants) of Schedule 2 (Security Group Covenants): (i) is prepared in accordance with the Accounting Standards and includes a cashflow statement, a profit and loss statement and a balance sheet; and (ii) gives (if audited) a true and fair view ofof or, or (if unaudited) in the case of any unaudited Financial Statement, fairly represents, the presents its financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements Financial Statements were drawn upup and of the results of its operations during such period. (b) The Company Security Group Agent must notify the Security Trustee, each PP Noteholder, the Initial ACF Agent and any other Facility Agent Agent, the Hedge Counterparties and the Bond Trustee of any material change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements that affects the calculation Financial Statements of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Company.Elenia are prepared.‌ (c) If requested by In respect of the Facility Agentcalculation of any financial ratio, if the Company must supply to the Facility Agentchange notified under Paragraph (b) above results in or could reasonably be expected to: (i) result in a full description deviation of equal to or greater than 3 per cent. from the result of the calculation of such financial ratio if such change had not occurred, the Security Group Agent may; or (ii) result in a deviation of equal to or greater than 5 per cent. from the result of the calculation of such financial ratio if such change had not occurred, the Security Group Agent shall, in each case, subject as provided below, appoint an international firm of auditors (acting as expert and not as an arbitrator) to determine the amendments required to be made to the Trigger Event Ratios and/or the Default Ratios contained in this Agreement to place the Security Group and the Secured Creditors in a comparable position to that in which they would have been if the change notified in Paragraph (b) above had not happened and the determination of any such auditors shall be final and binding upon the parties to this Agreement. Prior to the Security Group Agent appointing auditors as described above, the Security Group Agent shall propose to the Security Trustee and the Secured Creditor Representatives its proposed amendments to the Trigger Event Ratios and/or Default Ratios to place the Security Group and the Secured Creditors in a comparable position to that in which they would have been in if the change notified under in paragraph (b) above; and (ii) sufficient information to enable above had not happened and the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared Security Trustee acting on the changed basis direction of the Qualifying Secured Creditors, and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions Secured Creditor Representatives shall for a period of not more than 30 60 days consider such amendments with a view to agreeing any amendments required to be made to the Trigger Event Ratios and/or the Default Ratios contained within this Agreement to place the Company Security Group and the Lenders Secured Creditors in the same a comparable position as to that in which they would have been in if the change notified under paragraph Paragraph (b) above had not happened. Any agreement between the Company Security Group Agent and the Facility Agent Security Trustee in respect of such calculation will be, be subject to receipt by the Security Trustee of a direction given in accordance with the prior consent clause 24 (Qualifying Secured Creditor Instructions) of the Majority Lenders, STID and will be binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If there is any change in the basis on which the audited financial statements of the Company are prepared and if requested by the Facility AgentAgent or the Company, the Company and the Facility Agent must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set ensure that the Auditors certify the description and information supplied to the Facility Agent referred to in paragraph (c) above; the certificate of its financial statements another set the Auditors will be, in the absence of its financial statements prepared manifest error, binding on all the same basis as the Original Financial StatementsParties.

Form of financial statements. (a) The Company Borrowers (aa) must ensure that prepare their combined and their consolidated (if any) financial statements in accordance with the accounting principles, practices and policies (consistently applied) which applied to the Original Financial Statements (consistently applied) and each set of financial statements supplied under this Agreement gives and (bb) must ensure that the financial statements delivered hereunder give (if audited) a true and fair view of, or (if unauditedunaudited or prepared in accordance with IFRS) fairly representsrepresent, the combined financial condition (consolidated or otherwise) of the relevant person Borrowers and any Acquired Entities as at the date to which those financial statements were drawn upup and: (i) in the case of the annual financial statements, shall be accompanied by any letter addressed to the management of the Borrowers by the Auditors and accompanying those financial statements; (ii) in the case of quarterly financial statements, shall be accompanied by a statement by the directors of the Borrowers comparing actual performance for the period to which the financial statements relate to the projected performance for that period set out in the Business Plans; (iii) in the case of quarterly financial statements, there may be immaterial subsequent changes made during the auditing process. (b) The Company Obligors’ Agent must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company Obligors must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated annual financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company Borrower must ensure that each set of its financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn upup and in accordance with GAAP (subject, in the case of the quarterly financial statements, to normal year end audit adjustments and the absence of footnotes). (b) The Company Borrower must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company Borrower must supply or procure that the following are supplied to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties other than the Security Trustee to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company each Obligor must enter into discussions for a period of not more than 30 thirty (30) days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders Facility Agent in the same position as they it would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, each Obligor must ensure that its auditors certify the Company must supply with each set of its changes to the basis on which the financial statements another set are prepared; the certificate of its financial statements prepared the auditors will be, in the absence of manifest error, binding on all the same basis as the Original Financial StatementsParties.

Form of financial statements. (a) The Company FleetCor must ensure that each set of financial statements supplied under this Agreement Agreement, including the Original Financial Statements: (i) are prepared in accordance with US GAAP; and (ii) gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the its financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company FleetCor must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company FleetCor must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company FleetCor must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company FleetCor and the Lenders Finance Parties in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company FleetCor and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company FleetCor must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company Parent must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company Parent must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company Parent must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its the most recent audited consolidated financial statements of the Parent delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company Parent must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company Parent and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company Parent and the Facility Agent will be, with (acting on the prior consent instructions of the Majority Lenders, ) will be binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company Parent must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company Each Obligor must ensure that each set of its financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, represents the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn upup and that each set of audited financial statements required to be delivered by an Obligor pursuant to Clause 15.1 (Financial statements) have been audited by the Auditors of that Obligor. (b) The Company Borrower must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company Borrower must supply or procure that the following are supplied to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties Facility Agent to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company Borrower must enter into discussions for a period of not more than 30 thirty days with a view to agreeing to any amendments required to be made to this Agreement to place the Company and the Lenders Facility Agent in the same position as they it would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company Borrower and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Partiesparties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company Borrower must supply with each set ensure that its Auditors certify those amendments; the certificate of its financial statements another set the Auditors will be, in the absence of its financial statements prepared manifest error, binding on all the same basis as the Original Financial StatementsParties.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set ensure that its auditors certify any amendment that is required to be made to this Agreement as a result of its any change to the manner in which the Company’s audited consolidated financial statements another set are prepared; the certificate of its financial statements prepared the auditors will be, in the absence of manifest error, binding on all the same basis as the Original Financial StatementsParties.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, represents the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The audited financial statements of the Company provided to the Lender under this Agreement must be audited by a firm of auditors acceptable to the Lender. (c) The Company must notify the Facility Agent Lender of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (cd) If requested by the Facility AgentLender, the Company must supply to the Facility AgentLender, for the benefit of the Finance Parties: (i) a full description of any change notified under paragraph (bc) above; and (ii) sufficient information to enable the Finance Parties it to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent Lender under this Agreement. (de) If requested by the Facility AgentLender, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders Lender in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (ef) If no agreement is reached under paragraph (de) above on the required amendments to this Agreement, the Company must ensure that its auditors certify those amendments; the certificate of the auditors will be, in the absence of manifest error, binding on each of the Parties. (g) The Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, represents the relevant Obligor’s financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any material change to GAAP, the accounting practices and/or reference period relating to basis on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this AgreementAgreement in so far as it impacts the financial covenants under Clause 18 (Financial Covenants). (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of ensure that its financial statements another set of its financial statements prepared on auditors certify those amendments which would be necessary to place the Company and the Lenders in the same basis position as they would have been in if the Original Financial Statementschange had not happened; the certificate of the auditors will be, in the absence of manifest error, binding on all the Parties and the certified amendments shall be deemed to be incorporated into this Agreement.

Form of financial statements. (a) The Company must ensure shall procure that each set of financial statements supplied under this Agreement (including the Extracts) gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person person, accounting group or the Plc Group as at the date to which those financial statements were drawn up. (b) The Company must notify shall procure that the Facility Agent is notified of any change to GAAP, the accounting practices and/or reference period relating to basis on which and any departure from the Accounting Principles adopted on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply shall procure that there is supplied to the Facility Agent: (i) a full description of any change or departure notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed or different accounting basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility AgentAgent or the Company, the Company or the Facility Agent must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply shall procure that there is supplied with each set of its the Plc Group’s financial statements another set of its financial statements prepared on the same basis of the Accounting Principles as used in the Original Financial Statements. (f) If required by the Facility Agent if there are reasonable grounds for believing that it is materially inaccurate the Company will procure that the Auditors (at the cost of the Company) confirm to the Facility Agent the accuracy of information supplied pursuant to paragraphs (c) or (e) above and the effect of any changes or proposed changes to the financial ratios set out in Clause 22 (Financial covenants).

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the its financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company Each Borrower must ensure that each set of financial statements supplied under this Agreement Agreement, including the Original Financial Statements: (i) are (with the exception of the Original Financial Statements of the Company, which are prepared in accordance with the Czech accounting standards) prepared in accordance with International Financial Reporting Standards; and (ii) gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the its financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Company Each Borrower must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company a Borrower must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company a Borrower must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company relevant Borrower and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company any Borrower and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company a Borrower must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company must shall ensure that each set of financial statements supplied under this Agreement gives (if audited) a true presents fairly in accordance with GAAP in all material respects its and fair view of, or (if unaudited) fairly represents, the its Subsidiaries’ financial condition (consolidated or otherwise) as of the relevant person as at the date to which those financial statements were drawn up. (b) The Company must notify At the Facility Agent time of any change to GAAP, the accounting practices and/or reference period relating to its audited consolidated financial statements that affects the calculation delivery of the financial covenants statements provided for in Section 5.1, a compliance certificate from the chief financial officer, vice president of finance, or treasurer of the Company certifying on behalf of the Company that, to such officer’s Knowledge, no Default or Enforcement Event has occurred and is continuing or, if any provisions Default or Enforcement Event has occurred and is continuing, specifying the nature and extent thereof, which certificate shall certify that there have been no changes to Schedules 1, 2, 3, 4, 5, 6, 7, 8 and 9 of the Inventory First Lien Security Agreement, Schedules 1 and 2 of the Membership Interests First Lien Pledge Agreement, Schedules 1, 2 and 3 of the ABL Loan Second Lien Security Agreement and Exhibits A-1 and A-2 of the Mortgage First Lien Security Agreement, in each case since the Initial Purchase Date or, if later, since the date of the most recent certificate delivered pursuant to this Agreement which relate Section 5.2, or if there have been any such changes, a list in reasonable detail of such changes (but only to the financial statements extent that such changes are required to be reported to the Inventory Collateral Agent pursuant to the terms of such Inventory Security Documents) and whether the CompanyHIE Parties have otherwise taken all actions required to be taken by them pursuant to such Inventory Security Documents in connections with any such changes. (c) The Company shall notify Barclays of any material change (or any change the cumulative effect of which, when taken with any other previous changes, is material) to the manner in which its audited financial statements are prepared. (d) If requested by the Facility AgentBarclays, the Company must shall supply to the Facility AgentBarclays: (i) a full description of any change notified under paragraph (b) aboveabove (including, as applicable, the cumulative effect of any change when taken together with any other previous changes); and (ii) sufficient reasonable information to enable the Finance Parties Barclays to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent Barclays under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person Company as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information in form and substance as may be reasonably required by the Facility Agent, to enable the Finance Parties Lenders to determine whether Clause 18 (Financial covenants) has been complied with and make a proper an accurate comparison between the financial position shown by the set of indicated in those financial statements prepared on and the changed relevant audited consolidated financial statements. Any reference in this Agreement to “financial statements” shall be construed as a reference to the financial statements of the Company adjusted to reflect any change in the basis and its most recent upon which the relevant audited consolidated financial statements delivered to the Facility Agent under this Agreementwere prepared. (d) If there is any change in the basis on which the audited financial statements of the Company are prepared and if requested by the Facility AgentAgent or the Company, the Company and the Facility Agent must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified had not happened. (e) If the Company provides any notification under paragraph (b) above had not happened. Any agreement between it must ensure that its audited financial statements provide an explanation from the Auditors which is consistent with any description provided by the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (dc) above on for any change to the required amendments to this Agreement, manner in which the Company must supply with each set of its Company’s audited consolidated financial statements another set of its financial statements prepared on the same basis as the Original Financial Statementsare prepared.

Form of financial statements. (a) The Company must ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person Group as at the date to which those financial statements were drawn up. (b) The Company must notify shall procure that the Facility Agent is notified of any change to GAAP, the accounting practices and/or reference period relating to basis on which and any departure from the Accounting Principles adopted on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply shall procure that there is supplied to the Facility Agent: (i) a A full description of any change or departure notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed or different accounting basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility AgentAgent or the Company, the Company or the Facility Agent must enter into discussions for a period of not more than 30 -------------------------------------------------------------------------------- days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply shall procure that there is supplied with each set of its the Group's financial statements another set of its financial statements prepared on the same basis of the Accounting Principles as used in the Original Financial Statements. (f) If required by the Facility Agent if there are reasonable grounds for believing that it is materially inaccurate the Company will procure that the Auditors (at the cost of the Company) confirm to the Facility Agent the accuracy of information supplied pursuant to paragraphs (c) or (e) above and the effect of any changes or proposed changes to the financial ratios set out in Clause 18.

Form of financial statements. (a) The Company 22.2.1 Each Obligor must ensure that each set of financial statements supplied under this Agreement is prepared using GAAP/IFRS and gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to and for the period in respect of which those financial statements were drawn up. (b) The Company 22.2.2 Each Obligor must notify the Facility Agent of any change to GAAP/IFRS, the accounting practices and/or or reference period relating to periods which affect the basis on which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the audited financial statements of the Companyare prepared. (c) 22.2.3 If requested by the Facility Agent, the Company relevant Obligor must supply to the Facility Agent: (iA) a full description of any change notified under paragraph (b) aboveClause 22.2.2; and (iiB) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements or, as the case may be, audited financial statements delivered to the Facility Agent under this Agreement. (d) 22.2.4 If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company relevant Obligor and the Lenders Finance Parties in the same position as they would have been in if the change notified under paragraph (b) above Clause 22.2.2 had not happened. Any agreement between the Company and the Facility Agent will bewill, with the prior consent of the Majority Lenders, be binding on all the Parties. (e) 22.2.5 If no agreement is reached under paragraph (d) above Clause 22.2.4 on the required amendments to this Agreement, the Company must supply with each set of ensure that its financial statements another set of its financial statements prepared on auditors certify those amendments required to be made to this agreement to place the relevant Obligor and the Finance Parties in the same basis position as they would have been in if the Original Financial Statementschange notified under Clause 22.2.2 had not happened. The certificate of the auditors will, in the absence of manifest error, be binding on all the Parties.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement Agreement: (i) gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up; and (ii) is prepared in accordance with accounting principles and practices used in the Original Financial Statements or the audited consolidated financial statements of Arcelor for the year ended 31 December 2005, consistently applied. (b) The Company must notify the Facility Agent of any material change to GAAP, the accounting principles or practices and/or reference period relating to used in the preparation of its audited consolidated financial statements that affects other than the calculation adoption of the financial covenants or any provisions accounting principles and practices used in the preparation of this Agreement which relate to the audited consolidated financial statements of the CompanyArcelor referred to in paragraph (a)(ii) above. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement. (d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial StatementsStatements or the audited consolidated financial statements of Arcelor referred to in paragraph (a)(ii) above.

Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person Company as at the date to which those financial statements were drawn up. (b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to manner in which its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Companyare prepared. (c) If requested by the Facility Agent, the Company must supply to the Facility Agent: (i) a full description of any change notified under paragraph (b) above; and (ii) sufficient information in form and substance as may be reasonably required by the Facility Agent, to enable the Finance Parties Lenders to determine whether Clause 18 (Financial Covenants) has been complied with and make a proper an accurate comparison between the financial position shown by the set of indicated in those financial statements prepared on and the changed relevant audited consolidated financial statements. Any reference in this Agreement to “financial statements” shall be construed as a reference to the financial statements of the Company adjusted to reflect any change in the basis and its most recent upon which the relevant audited consolidated financial statements delivered to the Facility Agent under this Agreementwere prepared. (d) If there is any change in the basis on which the audited financial statements of the Company are prepared and if requested by the Facility AgentAgent or the Company, the Company and the Facility Agent must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified had not happened. (e) If the Company provides any notification under paragraph (b) above had not happened. Any agreement between it must ensure that its audited financial statements provide an explanation from the Auditors which is consistent with any description provided by the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (e) If no agreement is reached under paragraph (dc) above on for any change to the required amendments to this Agreement, manner in which the Company must supply with each set of its Company’s audited consolidated financial statements another set of its financial statements prepared on the same basis as the Original Financial Statementsare prepared.