Common use of Original Financial Statements Clause in Contracts

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant period. (c) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements. (d) Its most recent financial statements delivered pursuant to clause 22.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (e) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (f) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. (a) Its The Original Financial Statements were prepared in accordance with the Accounting Principles consistently appliedapplied unless expressly disclosed to the Agent in writing to the contrary. However in the case of quarterly statements, normal year end adjustments were not made. (b) Its The unaudited Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of represents its financial condition and results of operations (consolidated in the case of the Parenta Target) during for the relevant period. (c) The audited Original Financial Statements give a true and fair view of its financial condition (consolidated, if applicable) and results of operations during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (d) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the ParentCompany) since the date of the Original Financial Statements. (de) Its The most recent financial statements delivered pursuant to clause 22.1 Clause 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial StatementsStatements and the Base Case Model; and (ii) give a true and fair view of (if audited) or fairly present represent (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (ef) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (fg) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to Clause 21.1 (Financial statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. Solely in respect of the Parent: (a) Its its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.applied unless expressly disclosed to the BPIAE Agent in writing to the contrary; (b) Its its unaudited Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of in all material respects its financial condition and results of operations (consolidated in the case of the Parent) during for the relevant period.financial quarter unless expressly disclosed to the BPIAE Agent in writing to the contrary prior to the date of this Agreement; (c) There has been no its audited Original Financial Statements give a true and fair view and represent in all material adverse change in respects its assets, business or financial condition (or and results of operations during the assets, business or consolidated relevant financial condition of year unless expressly disclosed to the Group, BPIAE Agent in writing to the case of the Parent) since contrary prior to the date of the Original Financial Statements.this Agreement; (d) Its its most recent financial statements delivered pursuant to clause 22.1 Clause 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) in all material respects its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.; and (e) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (f) Since since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to Clause 21.1 (Financial statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent)NEXT Group which has or is reasonably likely to have a Material Adverse Effect.

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently appliedapplied unless expressly disclosed to the Agent in writing to the contrary. (b) Its The unaudited Original Financial Statements of the Parent fairly represent the financial condition and results of operations of the Group for the relevant month unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (if unauditedc) or (if audited) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant periodfinancial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (cd) There has been no material adverse change in its assets, business or financial condition (or conditions or, in respect of the Parent only, the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements. (de) Its most recent financial statements delivered pursuant to clause 22.1 Clause 24.1 (Financial statementsStatements): (i) have been prepared in accordance with the Accounting Principles as applied to in the Original Financial Statements, save to the extent dealt with in accordance with Clause 24.3(c); and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (ef) The In respect of the Parent only, the budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (f) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. (a) Its The Original Financial Statements were prepared in accordance with the Accounting Principles Applicable GAAP consistently appliedapplied unless expressly disclosed to the Lender in writing to the contrary before the date of this Agreement. (b) Its The Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of its the Target’s consolidated financial condition and results of operations (consolidated in the case of the Parent) during the relevant periodfinancial year. (c) There has been no material adverse change in its the Target’s assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements. (d) Its The Group’s most recent financial statements delivered pursuant to clause 22.1 Clause 19.1 (Financial statementsStatements): (i) have been prepared in accordance with the Accounting Principles Applicable GAAP as applied to the Original Financial Statements; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relaterelate (consolidated where applicable). (e) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (f) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to Clause 19.1 (Financial Statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. Solely in respect of the Parent: (a) Its its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.applied unless expressly disclosed to the COFACE Agent in writing to the contrary; (b) Its its unaudited Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of in all material respects its financial condition and results of operations (consolidated in the case of the Parent) during for the relevant period.financial quarter unless expressly disclosed to the COFACE Agent in writing to the contrary prior to the date of this Agreement; (c) There has been no its audited Original Financial Statements give a true and fair view and represent in all material adverse change in respects its assets, business or financial condition (or and results of operations during the assets, business or consolidated relevant financial condition of year unless expressly disclosed to the Group, COFACE Agent in writing to the case of the Parent) since contrary prior to the date of the Original Financial Statements.this Agreement; (d) Its its most recent financial statements delivered pursuant to clause 22.1 Clause 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) in all material respects its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.; and (e) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (f) Since since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to Clause 21.1 (Financial statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent)Group which has or is reasonably likely to have a Material Adverse Effect.

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant period in accordance with basis of preparation and Accounting Principles unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (if unauditedc) or (if audited) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant periodFinancial Year. (cd) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the ParentCompany) since the date of the Original Financial Statements31 December 2010. (de) The Original Financial Statements of the Company do not consolidate the results, assets or liabilities of any person or business which does not form part of the Group (other than in respect of any joint venture) as at the Closing Date. (f) Its most recent financial statements delivered pursuant to clause 22.1 24.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial StatementsStatements and the Base Case Model (or if there has been a change to the Accounting Principles the requirements of clause 24.3(c) have been complied with); and (iii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (eg) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and suppliedsupplied (it being acknowledged by the Finance Parties that financial projections or forecasts are subject to uncertainties and contingencies and no representation or warranty is given that such financial projections or forecasts warranties will be realised). (fh) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to clause 24.1 (Financial statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. (a) Its The Original Financial Statements were prepared in accordance with the Accounting Principles consistently appliedapplied unless expressly disclosed to the Agent in writing to the contrary. However in the case of quarterly statements, normal year end adjustments were not made. (b) Its The unaudited Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of represents its financial condition and results of operations (consolidated in the case of the Parenta Target) during for the relevant period. (c) The audited Original Financial Statements give a true and fair view of its financial condition (consolidated, if applicable) and results of operations during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (d) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the ParentCompany) since the date of the Original Financial Statements. (de) Its The most recent financial statements delivered pursuant to clause 22.1 Clause 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial StatementsStatements and the Base Case Model; and (ii) give a true and fair view of (if audited) or fairly present represent (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (ef) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied.. 0081727-0000042 SN:12155633.21 93 (fg) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to Clause 21.1 (Financial statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant period. (if unauditedc) or (if audited) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant periodfinancial year. (cd) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the ParentHoldCo2) since the date of the Original Financial Statements. (de) The Original Financial Statements of each Target do not consolidate the results, assets or liabilities of any person or business which does not form part of that Target. (f) Its most recent financial statements delivered pursuant to clause 22.1 Clause 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial StatementsStatements and the Base Case Model; and (ii) give a true and fair view of (if audited) or fairly present represent (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (eg) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (fh) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to Clause 21.1 (Financial statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its audited Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant periodfinancial year. (c) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the ParentCompany) since the date of its Original Financial Statements, other than anything which has been publicly announced by the Company since such date (but prior to the Effective Date) or is disclosed in the Company's Original Financial Statements. (d) Its most recent financial statements delivered pursuant to clause 22.1 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (e) The budgets and forecasts most recently supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (f) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to clause 21.1 (Financial statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently appliedapplied unless expressly disclosed to the Agent in writing to the contrary. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant period unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (if unauditedc) or (if audited) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant periodFinancial Year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (cd) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements. (de) The Original Financial Statements of the Parent do not consolidate the results, assets or liabilities of any person or business which does not form part of the Group. (f) Its most recent financial statements delivered pursuant to clause 22.1 Clause 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial StatementsStatements and the Barclays Presentation; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (eg) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and suppliedprepared. (fh) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to Clause 21.1 (Financial statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant period in accordance with basis of preparation and Accounting Principles unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (if unauditedc) or (if audited) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant periodFinancial Year. (cd) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the ParentCompany) since the date of the Original Financial Statements31 December 2010. (de) The Original Financial Statements of the Company do not consolidate the results, assets or liabilities of any person or business which does not form part of the Group (other than in respect of any joint venture) as at the Closing Date. (f) Its most recent financial statements delivered pursuant to clause 22.1 24.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial StatementsStatements (or if there has been a change to the Accounting Principles the requirements of clause 24.3(c) have been complied with); and (iii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (eg) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and suppliedsupplied (it being acknowledged by the Finance Parties that financial projections or forecasts are subject to uncertainties and contingencies and no representation or warranty is given that such financial projections or forecasts warranties will be realised). (fh) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to clause 24.1 (Financial statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant month or financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (if unauditedc) or (if audited) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant periodfinancial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (cd) There To the best of its knowledge and belief (having made due and diligent enquiry), there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements. (de) The Original Financial Statements of the Company and the Parent do not consolidate the results, assets or liabilities of any person or business which does not form part of the Company Shares. (f) Its most recent financial statements delivered pursuant to clause 22.1 Clause 21.1 (Financial statementsStatements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial StatementsStatements and the Business Plan; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (eg) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (fh) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to Clause 21.1 (Financial Statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. (a) Its In relation to the Licensed Undertaking, the Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its Original Financial Statements fairly represent (if unaudited) or (if audited) applied and give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant periodFinancial Year. (cb) There Except for the disposal of the “Aquacare” business by the Licensed Undertaking to AquaCare (BWH) Limited on 1 April 2009, there has been no material adverse change change, nor is there currently expected to be any such change, in its assets, business or financial condition (or the assets, business or consolidated financial condition of the GroupGroup taken as a whole, in the case of the ParentBorrower) since the date of the Original Financial Statements. (dc) Its The most recent financial statements delivered pursuant to clause 22.1 Clause 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial StatementsStatements and the Base Case Model; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (ed) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (fe) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to Clause 21.1 (Financial statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent)Group taken as a whole.

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant period in accordance with basis of preparation and Accounting Principles unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (if unauditedc) or (if audited) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant periodFinancial Year. (cd) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the ParentCompany) since the date of the Original Financial Statements31 December 2010. (de) The Original Financial Statements of the Company do not consolidate the results, assets or liabilities of any person or business which does not form part of the Group (other than in respect of any joint venture) as at the Closing Date. (f) Its most recent financial statements delivered pursuant to clause 22.1 24.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial StatementsStatements and the Base Case Model; and (iii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (eg) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and suppliedsupplied (it being acknowledged by the Finance Parties that financial projections or forecasts are subject to uncertainties and contingencies and no representation or warranty is given that such financial projections or forecasts warranties will be realised). (fh) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to clause 24.1 (Financial statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant month or financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (if unauditedc) or (if audited) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant periodfinancial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (cd) There To the best of its knowledge and belief (having made due and diligent enquiry), there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements. (de) The Original Financial Statements of the Company and the Parent do not consolidate the results, assets or liabilities of any person or business which does not form part of the Company Shares. (f) Its most recent financial statements delivered pursuant to clause 22.1 Clause 21.1 (Financial statementsStatements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial StatementsStatements and the Business Plan; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (eg) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical 76 information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (fh) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to Clause 21.1 (Financial Statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. (a) 24.13.1 Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) 24.13.2 Its unaudited Original Financial Statements fairly represent its financial condition and results of operations (if unauditedconsolidated in the case of Target’s audited annual accounts) or for the relevant period referred to in Clause 25.1 (if audited) Financial Statements). 24.13.3 Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations (consolidated in the case of the ParentTarget’s audited annual accounts) during the relevant periodfinancial year. (c) 24.13.4 There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the ParentCompany) since the date of the Original Financial Statements. (d) 24.13.5 Its most recent financial statements delivered pursuant to clause 22.1 Clause 25.1 (Financial statementsStatements): (ia) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and (iib) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (e) 24.13.6 The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (f) 24.13.7 Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to Clause 25.1 (Financial Statements) there has been no material adverse change in its assetsthe business, business assets or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its Original Financial Statements fairly represent its financial condition and results of operations for the relevant financial year. (if unauditedc) or (if audited) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant periodfinancial year. (cd) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements, other than as has been disclosed to the Lender prior to the date of this Agreement. (de) The Original Financial Statements of AEGON do not consolidate the results, assets or liabilities of any person or business which does not form part of the Group. (f) Its Annual Financial Statements fairly represent its financial condition and results of operations for the relevant financial year. (g) Its most recent financial statements delivered pursuant to clause 22.1 Subclause 12.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (e) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (fh) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, pursuant to Subclause 12.1 (Financial statements) there has been no material adverse change in its assetsbusiness, business assets or financial condition (or condition, other than as has been disclosed to the assets, business or consolidated financial condition Lender prior to the date of the Group, in the case of the Parent)this Agreement.

Original Financial Statements. (a) Its The Borrower’s Original Financial Statements were prepared in accordance with GAAP consistently applied and the Accounting Principles Original Financial Statements of each other Obligor were prepared in accordance with applicable generally accepted accounting principles consistently applied. (b) Its Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of present its financial condition and results of operations (consolidated in the case of the Parent) during for the relevant periodfinancial year. (c) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group excluding the Target Group and the Acquisition, in the case of the Borrower) since the date of the Original Financial Statements. (d) The Original Financial Statements of the Borrower do not consolidate the results, assets or liabilities of any person or business which does not form part of the Group. (e) Its most recent financial statements delivered pursuant to Clause 19.1 (Financial Statements): (i) have been prepared in accordance with GAAP (in the case of the Borrower) and generally applicable accounting principles (for each other Obligor); and (ii) fairly present its consolidated or unconsolidated as the case may be financial condition as at the end of, and consolidated or unconsolidated as the case may be results of operations for, the period to which they relate. (f) As at each Quarter Date, there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the ParentBorrower) since the date of the Original Financial Statementsimmediately preceding Quarter Date. (d) Its most recent financial statements delivered pursuant to clause 22.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (eg) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (f) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).