Common use of Original Financial Statements Clause in Contracts

Original Financial Statements. (a) The Sponsor’s Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied throughout the period covered thereby, and fairly present the financial condition of the Group as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby. As of the date of the Sponsor’s Original Financial Statements, there were no material contingent obligations, liabilities for taxes, extraordinary forward or long-term commitments, or unrealized or anticipated losses of the Parent or any of its Subsidiaries except as disclosed therein and adequate reserves for such items have been made in accordance with Accounting Principles. (b) Since December 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect or a Sponsor Material Adverse Effect. (c) The Borrower’s most recent financial statements delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 (Financial statements) have been prepared in accordance with the Accounting Principles consistently applied throughout the period covered thereby, and fairly present the financial condition of the Borrower as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to year-end audit adjustments). (d) The Sponsor’s most recent financial statements delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 (Financial statements) have been prepared in accordance with the Accounting Principles consistently applied throughout the period covered thereby, and fairly present the financial condition of the Group as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to year-end audit adjustments).

Original Financial Statements. (a) The Sponsor’s No Obligor is aware that the Original Financial Statements were not prepared in all material respects in accordance with the Accounting Principles consistently applied throughout unless expressly disclosed to the period covered thereby, and fairly present Mandated Lead Arrangers in writing to the financial condition of the Group as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby. As of contrary prior to the date of the Sponsor’s Original Financial Statements, there were no material contingent obligations, liabilities for taxes, extraordinary forward Commitment Letter or long-term commitments, or unrealized or anticipated losses of disclosed in the Parent or any of its Subsidiaries except as disclosed therein and adequate reserves for such items have been made in accordance with Accounting PrinciplesReports. (b) Since December 31No Obligor is aware that the Original Financial Statements do not give a true and fair view of the consolidated financial condition and the consolidated results of operations of the Target, 2014or, there has been no event or circumstanceas the case may be, either individually or the financial condition and results of operations of WXAT during the period to which such Original Financial Statements relate unless expressly disclosed to the Mandated Lead Arrangers in writing to the aggregate, that has had or would reasonably be expected contrary prior to have a Material Adverse Effect or a Sponsor Material Adverse Effectthe date of the Commitment Letter. (c) The Borrower’s most recent financial statements of the Borrower, Holdco, the Company or, as the case may be, WXAT delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles consistently applied throughout Principles; and (ii) give a true and fair view of (if audited) or fairly represent in all material respects (if unaudited) (it being understood that unaudited statements are prepared for the period covered thereby, and fairly present the financial condition management of the Borrower Borrower, Holdco, the Company or, as of the date thereof and its results of operationscase may be, cash flows and changes in shareholderWXAT) the Borrower’s, Holdco’s, the Company’s equity for or, as the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby case may be, WXAT’s consolidated (subject, in the case of unaudited Holdco, the Company or WXAT) or unconsolidated (in the case of the Borrower) financial statementscondition as at the end of, and consolidated (in the case of Holdco, the Company or WXAT) or unconsolidated (in the case of the Borrower) results of operations for, the period to which they relate (to the absence extent appropriate, in the context of footnotes and management accounts, subject to customary year-end audit adjustments), provided that: (A) (in the case of financial statements of Holdco or the Company on or after commencement of the WXAT Share Reorganisation but prior to the Permitted Merger/Sale (as defined in Schedule 14 (Permitted Restructuring)) such financial statements are prepared as if WXAT remained a wholly-owned Subsidiary of the Company; (B) (in the case of financial statements of Holdco or the Company on or after the Permitted Merger/Sale (as defined in Schedule 14 (Permitted Restructuring) in the form of a sale of all of the Equity Interests in WXAT to Listco) such financial statements are prepared as if Listco were a wholly-owned Subsidiary of the Company; and (C) (in the case of financial statements of Holdco or the Company on or after the Permitted Merger/Sale (as defined in Schedule 14 (Permitted Restructuring) in the form of a merger between Listco and WXAT) such financial statements are prepared as if the surviving or resulting entity of the Permitted Merger/Sale were a wholly-owned Subsidiary of the Company. (d) The Sponsor’s most recent financial statements delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 (Financial statements) have Since December 31, 2014 there has been prepared no material adverse change in accordance with the Accounting Principles consistently applied throughout the period covered therebyassets, and fairly present the business or financial condition of the Group (taken as of the date thereof a whole) or Holdco and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby Subsidiaries (subject, in the case of unaudited financial statements, to the absence of footnotes and to year-end audit adjustmentstaken as a whole).

Original Financial Statements. (a) The Sponsor’s Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied throughout unless expressly disclosed to the period covered therebyAgent in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not made. (b) Its unaudited Original Financial Statements fairly represent its financial condition and fairly present results of operations for the relevant financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (c) Its audited Original Financial Statements give a true and fair view of its financial condition 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 the assets, business or consolidated financial condition of the Group as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby. As of since the date of the Sponsor’s Original Financial Statements, there were no material contingent obligations, liabilities for taxes, extraordinary forward or long-term commitments, or unrealized or anticipated losses of the Parent or any of its Subsidiaries except as disclosed therein and adequate reserves for such items have been made in accordance with Accounting Principles. (b) Since December 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or would Statements which is reasonably be expected likely to have a Material Adverse Effect or a Sponsor Material Adverse Effect. (ce) The Borrower’s Its most recent financial statements delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles consistently as applied throughout to the period covered therebyOriginal Financial Statements and the Base Case Model; and (ii) give a true and fair view of (if audited) or fairly represent in all material respects (if unaudited, and fairly present having regard to the fact that the financial condition of the Borrower as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and statements which are not audited are management accounts which have not been subject to year-end audit adjustments)) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (df) The Sponsor’s most recent financial statements delivered pursuant to paragraphs (a)(i) budgets and (ii) of Clause 24.1 (Financial statements) forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in accordance with good faith on the Accounting Principles consistently applied throughout basis of recent historical information and on the period covered thereby, and fairly present the financial condition basis of the Group assumptions which were reasonable as of at the date thereof they were prepared and its supplied (it being understood that such projections and forecasts may vary from actual results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to year-end audit adjustmentsthat such variances may be material).

Original Financial Statements. (a) The Sponsor’s Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied throughout unless expressly disclosed to the period covered therebyAgent in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not made. (b) Its unaudited Original Financial Statements fairly represent its financial condition and fairly present results of operations for the relevant financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (c) Its audited Original Financial Statements give a true and fair view of its financial condition 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 the assets, business or consolidated financial condition of the Group as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby. As of since the date of the Sponsor’s Original Financial Statements, there were no material contingent obligations, liabilities for taxes, extraordinary forward or long-term commitments, or unrealized or anticipated losses of the Parent or any of its Subsidiaries except as disclosed therein and adequate reserves for such items have been made in accordance with Accounting Principles. (b) Since December 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or would Statements which is reasonably be expected likely to have a Material Adverse Effect or a Sponsor Material Adverse Effect. (ce) The Borrower’s Its most recent financial statements delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles consistently as applied throughout to the period covered therebyOriginal Financial Statements and the Base Case Model; and (ii) give a true and fair view of (if audited) or fairly represent in all material respects (if unaudited, and fairly present having regard to the fact that the financial condition of the Borrower as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and statements which are not audited are management accounts which have not been subject to year-end audit adjustments)) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (df) The Sponsor’s most recent financial statements delivered pursuant to paragraphs (a)(i) budgets and (ii) of Clause 24.1 (Financial statements) forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in accordance with good faith on the Accounting Principles consistently applied throughout basis of recent historical information and on the period covered thereby, and fairly present the financial condition basis of the Group assumptions which were reasonable as of at the date thereof they were prepared and its supplied (it being understood that such projections and forecasts may vary from actual results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to year-end audit adjustmentsthat such variances may be material).

Original Financial Statements. (a) The Sponsor’s Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied throughout applied. However in the period covered therebycase of monthly and quarterly statements, and fairly present the financial condition of the Group as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby. As of the date of the Sponsor’s Original Financial Statements, there normal year end adjustments were no material contingent obligations, liabilities for taxes, extraordinary forward or long-term commitments, or unrealized or anticipated losses of the Parent or any of its Subsidiaries except as disclosed therein and adequate reserves for such items have been made in accordance with Accounting Principlesnot made. (b) Since December 31, 2014, there has been no event or circumstance, either individually or Its unaudited Original Financial Statements fairly represent its financial condition and results of operations (consolidated in the aggregate, that has had case of Target) for the relevant month or would reasonably be expected to have a Material Adverse Effect or a Sponsor Material Adverse Effectfinancial quarter. (c) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations (consolidated in the case of Target) during the relevant financial year. (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 BST Group, in the case of the Parent) since the date of the Original Financial Statements. (e) The Borrower’s Original Financial Statements of the Target do not consolidate the results, assets or liabilities of any person or business which does not form part of the Target Group. (f) Its most recent financial statements delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 25.1 (Financial statementsStatements): (i) have been prepared in accordance with the Accounting Principles consistently as applied throughout to the Original Financial Statements and the Business Plan (save as consented to by the Priority Agent pursuant to Clause 25.3(b)(ii) hereof); 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 covered thereby, and fairly present the financial condition of the Borrower as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to year-end audit adjustments)which they relate. (dg) The Sponsor’s 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. (h) Since the date of the most recent financial statements delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 25.1 (Financial statementsStatements) have there has been prepared no material adverse change in accordance with the Accounting Principles consistently applied throughout the period covered therebybusiness, and fairly present the assets or financial condition of the Group as BST Group. (i) No member of the BST Group has incurred any material liabilities or commitments (actual or contingent, present or future) before the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, this Agreement which it has not disclosed to the absence of footnotes and Agent except for liabilities arising in relation to year-end audit adjustments)or contemplated by the transactions contemplated by the Transaction Documents.

Original Financial Statements. (a) The Sponsor’s No Obligor is aware that the Original Financial Statements were not prepared in all material respects in accordance with the Accounting Principles consistently applied throughout unless expressly disclosed to the period covered thereby, and fairly present Mandated Lead Arrangers in writing to the financial condition of the Group as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby. As of contrary prior to the date of the Sponsor’s Original Financial Statements, there were no material contingent obligations, liabilities for taxes, extraordinary forward Commitment Letter or long-term commitments, or unrealized or anticipated losses of disclosed in the Parent or any of its Subsidiaries except as disclosed therein and adequate reserves for such items have been made in accordance with Accounting PrinciplesReports. (b) Since December 31No Obligor is aware that the Original Financial Statements do not give a true and fair view of the consolidated financial condition and the consolidated results of operations of the Target, 2014or, there has been no event or circumstanceas the case may be, either individually or the financial condition and results of operations of WXAT during the period to which such Original Financial Statements relate unless expressly disclosed to the Mandated Lead Arrangers in writing to the aggregate, that has had or would reasonably be expected contrary prior to have a Material Adverse Effect or a Sponsor Material Adverse Effectthe date of the Commitment Letter. (c) The Borrower’s most recent financial statements of the Borrower or, as the case may be, WXAT delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles consistently applied throughout Principles; and (ii) give a true and fair view of (if audited) or fairly represent in all material respects (if unaudited) (it being understood that unaudited statements are prepared for the period covered thereby, and fairly present the financial condition management of the Borrower or, as of the date thereof case may be, WXAT) the Borrower’s or, as the case may be, WXAT’s consolidated financial condition as at the end of, and its consolidated results of operationsoperations for, cash flows and changes in shareholder’s equity for the period covered thereby to which they relate (to the extent appropriate, in accordance with the Accounting Principles consistently applied throughout the period covered thereby context of management accounts, subject to customary year-end adjustments), provided that: (subject, A) (in the case of unaudited financial statements, statements of the Borrower on or after commencement of the WXAT Share Reorganisation but prior to the absence Permitted Merger/Sale (as defined in Schedule 14 (Permitted Restructuring)) such financial statements are prepared as if WXAT remained a wholly-owned Subsidiary of footnotes the Borrower; (B) (in the case of financial statements of the Borrower on or after the Permitted Merger/Sale (as defined in Schedule 14 (Permitted Restructuring) in the form of a sale of all of the Equity Interests in WXAT to Listco) such financial statements are prepared as if Listco were a wholly-owned Subsidiary of the Borrower; and (C) (in the case of financial statements of the Borrower on or after the Permitted Merger/Sale (as defined in Schedule 14 (Permitted Restructuring) in the form of a merger between Listco and to yearWXAT) such financial statements are prepared as if the surviving or resulting entity of the Permitted Merger/Sale were a wholly-end audit adjustments)owned Subsidiary of the Borrower. (d) The Sponsor’s most recent financial statements delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 (Financial statements) have Since 31 December 2014 there has been prepared no material adverse change in accordance with the Accounting Principles consistently applied throughout the period covered therebyassets, and fairly present the business or financial condition of the Group (taken as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to year-end audit adjustmentsa whole).

Original Financial Statements. (a) The Sponsor’s Each set of the Original Financial Statements were and the management accounts delivered pursuant to the Amendment and Restatement Agreement was prepared in accordance with the Accounting Principles consistently applied throughout applied, unless disclosed to the period covered thereby, Facility Agent in writing to the contrary prior to the Amendment and fairly present the financial condition of the Group as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby. As of the date of the Sponsor’s Original Financial Statements, there were no material contingent obligations, liabilities for taxes, extraordinary forward or long-term commitments, or unrealized or anticipated losses of the Parent or any of its Subsidiaries except as disclosed therein and adequate reserves for such items have been made in accordance with Accounting PrinciplesRestatement Date. (b) Since December 31Each set of the Original Financial Statements and the management accounts delivered pursuant to the Amendment and Restatement Agreement gives a true and fair view of (if audited) or fairly represents (if unaudited) the financial condition and the results of operations of the Borrower, 2014the combined consolidated financial condition and combined consolidated results of operations of the WOFE Guarantor or, there has been no event or circumstanceas the case may be, either individually or in the aggregatefinancial condition and the results of operations of the applicable Group Member during the period to which such Original Financial Statements or, that has had or would reasonably be expected to have a Material Adverse Effect or a Sponsor Material Adverse Effectas the case may be, management accounts relate. (c) The Borrower’s most recent financial statements of the Group, the WOFE Guarantor or any IPO Entity (in respect of any Flotation) delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles consistently as applied throughout to the Base Financial Statements (in relation to the Group, the WOFE Guarantor or, as the case may be, such IPO Entity); and (ii) give a true and fair view of (if audited) or fairly represent (if unaudited) (A) the Group’s consolidated financial condition as at the end of, and consolidated results of operations for, the period covered therebyto which they relate, (B) the WOFE Guarantor’s combined consolidated financial condition as at the end of, and fairly present combined consolidated results of operations for, the period to which they relate or, as the case may be, (C) such IPO Entity’s consolidated financial condition of as at the Borrower as of the date thereof end of, and its consolidated results of operationsoperations for, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to year-end audit adjustments)which they relate. (d) The Sponsor’s most recent financial statements delivered pursuant to paragraphs (a)(i) and (ii) Since the date of Clause 24.1 (the Original Financial statements) have Statements there has been prepared no material adverse change in accordance with the Accounting Principles consistently applied throughout the period covered therebyassets, and fairly present the business or financial condition of the Group (taken as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to year-end audit adjustmentsa whole).