Common use of Requirements as to financial statements Clause in Contracts

Requirements as to financial statements. 26.3.1 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP. 26.3.2 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in U.S. GAAP, or the accounting practices or reference periods and its auditors deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the U.S. GAAP, accounting practices and reference periods upon which those Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 27 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and those Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. 26.3.3 If the Company notifies the Facility Agent of a change in accordance with sub- clause 26.3.2 above then the Company and Facility Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. 26.3.1 (a) The Company shall procure ensure that each set of its financial statements delivered by it pursuant to Clause 26.1 20.1 (Financial statements) is prepared using U.S. GAAP. 26.3.2 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP, IFRS and accounting practices and financial reference periods consistent with those applied in the preparation of the its Original Financial Statements unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in U.S. GAAP, IFRS or the accounting practices or reference periods and its auditors deliver it delivers to the Facility AgentAgent a certificate signed by a director setting out: (i) a description of any change necessary for those financial statements and a reconciliation of those financial statements to reflect the U.S. GAAPIFRS, accounting practices and reference periods upon which those its Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 27 21 (Financial Covenantscovenants) has been complied with on the basis of those financial statements as reconciled in accordance with the reconciliation referred to in paragraph (i) above and to make an accurate comparison between the financial position indicated in those financial statements and those its Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. 26.3.3 (b) If the Company notifies the Facility Agent of a change in accordance with sub- clause 26.3.2 paragraph (a) above then the Company and Facility Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. Any reference in this Agreement to the Company’s financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Company’s Original Financial Statements were prepared.

Requirements as to financial statements. 26.3.1 (a) Each set of financial statements delivered by the Company pursuant to Clause 19.1 (Financial statements) shall be certified by the representative director of the relevant company as fairly representing its (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up, subject in the case of any such unaudited financial statements to changes resulting from year end adjustments. (b) The Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 26.1 19.1 (Financial statements) is prepared using U.S. GAAP. 26.3.2 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 Japanese GAAP or US GAAP (Financial statements) is prepared using U.S. GAAPas applicable), and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor (which, in the case of the Company, shall mean the Original Financial Statements described in paragraph (a)(i) of that definition) unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in U.S. GAAPJapanese GAAP or US GAAP (as applicable), or the accounting practices or reference periods that the applicable Obligors’ auditors concur with and its auditors deliver such change is notified by the Company to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the U.S. GAAP, accounting practices and reference periods upon which those Original Financial Statements were prepared; and (ii) Agent with sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 27 20 (Financial Covenantscovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and those that Obligor's Original Financial Statements. . (c) Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were preparedprepared (which, in the case of the Company, shall mean the Original Financial Statements described in paragraph (a)(i) of that definition). 26.3.3 (d) If the Company notifies the Facility Agent of a change in accordance with sub- clause 26.3.2 above then paragraph (b) of Clause 19.3 (Requirements as to financial statements) the Company and Facility the Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, agreeing any amendments to this Agreement which may are necessary as a result of the change. To the extent practicable these amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. The cost and expenses of the Auditors or accountants shall be for the account of the Company. (e) Each set of financial statements delivered by the Company pursuant to Clause 19.1 (Financial statements) shall be in English. If not in the English language, shall be accompanied by an English translation. (f) Each set of financial statements delivered by the Company pursuant to Clause 19.1 with respect to the Guarantor, and the information with respect to the Guarantor required to be supplied pursuant to Clause 19.4(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Guarantor posts such documents, or provides a link thereto, on the Guarantor’s website.

Requirements as to financial statements. 26.3.1 (a) Each set of financial statements delivered by the Company pursuant to Clause 20.1 (Financial statements) shall be certified by a director of the Company as fairly representing its financial condition as at the date as at which those financial statements were drawn up. Back to Contents (b) The Company shall procure that each set of financial statements of the Company delivered pursuant to Clause 26.1 20.1 (Financial statements) is prepared using U.S. GAAP. 26.3.2 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in U.S. GAAP, or the accounting practices or reference periods and its auditors deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the U.S. GAAPIFRS, accounting practices and reference periods upon which those the Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders Banks to determine whether Clause 27 21 (Financial CovenantsCovenant) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and those the Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. 26.3.3 (c) If the Company notifies the Facility Agent of a change in accordance with sub- clause 26.3.2 above then paragraph (b) of Clause 20.3 (Requirements as to financial statements) the Company and Facility the Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, agreeing any amendments to this Agreement which may are necessary as a result of the change. To the extent practicable these amendments will be necessary such as to ensure that the change does not result in any material alteration in to the commercial effect of those terms, and if the obligations under this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. 26.3.1 (a) The Company shall procure ensure that each set of its financial statements delivered by it pursuant to Clause 26.1 19.1 (Financial statements) is prepared using U.S. GAAP. 26.3.2 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP, IFRS and accounting practices and financial reference periods consistent with those applied in the preparation of the its Original Financial Statements unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in U.S. GAAP, IFRS or the accounting practices or reference periods and its auditors deliver it delivers to the Facility AgentAgent a certificate signed by a director setting out: (i) a description of any change necessary for those financial statements and a reconciliation of those financial statements to reflect the U.S. GAAPIFRS, accounting practices and reference periods upon which those its Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 27 20 (Financial Covenantscovenants) has been complied with on the basis of those financial statements as reconciled in accordance with the reconciliation referred to in paragraph (i) above and to make an accurate comparison between the financial position indicated in those financial statements and those its Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. 26.3.3 (b) If the Company notifies the Facility Agent of a change in accordance with sub- clause 26.3.2 paragraph (a) above then the Company and Facility Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. Any reference in this Agreement to the Company’s financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Company’s Original Financial Statements were prepared.

Requirements as to financial statements. 26.3.1 (a) Each set of financial statements delivered by the Company pursuant to Clause 19.1 (Financial statements) shall be certified by the representative director of the relevant company as fairly representing its (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up, subject in the case of any such unaudited financial statements to changes resulting from year end adjustments. (b) The Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 26.1 19.1 (Financial statements) is prepared using U.S. GAAP. 26.3.2 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 Japanese GAAP or US GAAP (Financial statements) is prepared using U.S. GAAPas applicable), and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor (which, in the case of the Company, shall mean the Original Financial Statements described in paragraph (a)(i) of that definition) unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in U.S. GAAPJapanese GAAP or US GAAP (as applicable), or the accounting practices or reference periods that the applicable Obligors’ auditors concur with and its auditors deliver such change is notified by the Company to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the U.S. GAAP, accounting practices and reference periods upon which those Original Financial Statements were prepared; and (ii) Agent with sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 27 20 (Financial Covenantscovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and those that Obligor's Original Financial Statements. . (c) Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were preparedprepared (which, in the case of the Company, shall mean the Original Financial Statements described in paragraph (a)(i) of that definition). 26.3.3 (d) If the Company notifies the Facility Agent of a change in accordance with sub- clause 26.3.2 above then paragraph (b) of Clause 19.3 (Requirements as to financial statements) the Company and Facility the Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, agreeing any amendments to this Agreement which may are necessary as a result of the change. To the extent practicable these amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. The cost and expenses of the Auditors or accountants shall be for the account of the Company. (e) Each set of financial statements delivered by the Company pursuant to Clause 19.1 (Financial statements) shall be in English. If not in the English language, shall be accompanied by an English translation.

Requirements as to financial statements. 26.3.1 19.3.1 The Company Borrowers shall procure that each set of financial statements includes a profit and loss account, a balance sheet and a cashflow statement and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors. 19.3.2 Each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall: (a) be prepared in accordance with GAAP; (b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group, as at the date as at which those financial statements were drawn up; and (c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion. 19.3.3 The Borrowers shall procure that each set of financial statements delivered pursuant to Clause 26.1 clause 19.1 (Financial statements) is shall be prepared using U.S. GAAP. 26.3.2 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements Statements, unless, in relation to any set of financial statements, it notifies the Facility Borrowers notify the Agent that there has been a change in U.S. GAAP, GAAP or the accounting practices or reference periods and its auditors the Auditors deliver to the Facility Agent: (ia) a description of any change necessary for those financial statements to reflect the U.S. GAAP, GAAP or accounting practices and reference periods upon which those corresponding Original Financial Statements were prepared; and (iib) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 27 clause 20 (Financial Covenantscovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and those the Original Financial Statements. Any reference in this Agreement to those any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. 26.3.3 If the Company notifies the Facility Agent of a change in accordance with sub- clause 26.3.2 above then the Company and Facility Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. 26.3.1 (a) Each set of financial statements delivered by the Company pursuant to paragraph (a)(i) or (b) of Clause 20.1 (Financial statements) shall be certified by the Group Treasurer or any other more senior financial officer of the Company as fairly representing its (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 26.1 20.1 (Financial statements) is prepared using U.S. GAAP. 26.3.2 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAPApplicable Accounting Principles, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in U.S. GAAPApplicable Accounting Principles, or the accounting practices or reference periods and its auditors deliver the Company delivers to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the U.S. GAAP, accounting practices and reference periods upon which those Original Financial Statements were prepared; and (ii) Agent sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 27 21 (Financial Covenantscovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and those Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were preparedwith. 26.3.3 (c) If the Company notifies the Facility Agent of a change in accordance with sub- clause 26.3.2 above then paragraph (b) of Clause 20.3 (Requirements as to financial statements) the Company and Facility the Agent (acting on the instructions of the Majority Lenders) shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, agreeing any amendments to this Agreement which may are necessary as a result of the change. To the extent practicable these amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. 26.3.1 (a) Each set of financial statements delivered by a Borrower pursuant to Clause 24.2 (Financial statements) shall be certified by an officer of the relevant company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up. (b) The Company Borrowers shall procure that each set of financial statements delivered pursuant to Clause 26.1 24.2 (Financial statements) is prepared using U.S. GAAP. 26.3.2 (c) The Company Borrowers shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 26.1 24.2 (Financial statements) is prepared using U.S. GAAP, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in U.S. GAAP, or the accounting practices or 101 ‌ EUROPE/73091764v9 ​ reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the U.S. GAAP, accounting practices and reference periods upon which those that Obligor's Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 27 25 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and those that Xxxxxxx's Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. 26.3.3 If the Company notifies the Facility Agent of a change in accordance with sub- clause 26.3.2 above then the Company and Facility Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. 26.3.1 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP. 26.3.2 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in U.S. GAAP, or the accounting practices or reference periods and its auditors deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the U.S. GAAP, accounting practices and reference periods upon which those Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 27 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and those Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. 26.3.3 If the Company notifies the Facility Agent of a change in accordance with sub- sub-clause 26.3.2 above then the Company and Facility Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. 26.3.1 (a) Each set of annual financial statements delivered by the Borrower pursuant to Clause 21.1 (Financial statements) shall be certified by two directors of the Borrower as in accordance with applicable GAAP fairly representing its financial condition as at the date which those financial statements were drawn up. (b) The Company Borrower shall subject to Clause 21.2(c) and (d) (Requirements as to financial statements) below procure that each set of financial statements of the Borrower delivered pursuant to Clause 26.1 21.1 (Financial statements) is prepared using U.S. GAAP. 26.3.2 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP, GAAP and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unlessfor the Borrower, unless in relation to any set of financial statements, it notifies the Facility Agent that there has been a material change in U.S. GAAP, or the accounting practices or reference periods and its auditors in each case referred to in the notes, if any, to such financial statements provided that the Borrower is not obliged to make such notification referred to in this paragraph prior to supplying the financial statements to which such notification related in accordance with Clause 21.1 (Financial statements). Upon such notification the Agent acting reasonably shall be entitled to request the Borrower to deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the U.S. GAAP, accounting practices and reference periods upon which those the Borrower’s Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, Agent to enable the Lenders to determine whether Clause 27 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and those the Borrower’s Original Financial Statements. Any reference in this Agreement Statement provided that nothing herein shall be interpreted so as to those entitle the Agent to request any information from the Borrower the generation of which is either unduly onerous or impracticable for the Borrower. (c) The Borrower may change the accounting principles applied to the consolidated financial statements of the Group from US GAAP to IFRS or any other accounting principles which the Borrower may legally be required to adhere to. The Borrower shall be construed as a reference notify the Agent of such change of the accounting principles applied to those the consolidated financial statements as adjusted of the Group when for the first time supplying the consolidated financial statements of the Group prepared on such changed basis in accordance with Clause 21.1 (Financial statements). In the event of any such change to reflect the basis on which the consolidated financial statements of the Group are prepared the Borrower shall upon which request of the Agent promptly supply the Agent with sufficient information in form and substance as may be reasonably required by the Agent, prepared on the same basis as the Original Financial Statements were prepared. 26.3.3 If to enable the Company notifies Lenders to make a proper comparison between the Facility financial position shown by any set of financial statements prepared on such changed basis and that under the Original Financial Statements, provided that nothing herein shall be interpreted so as to entitle the Agent to request any information from the Borrower the generation of a change which is either unduly onerous or impracticable for the Borrower and further provided that the Agent may only request such information with regard to the set of financial statements supplied pursuant to Clause 21.1(a)(ii) or 21.1(b) (Financial statements) as the case may be to which the notification referred to above relates and in accordance with sub- clause 26.3.2 above then the Company and Facility Agent shall enter into negotiations in good faith with a view to agreeingaddition: (i) whether or not if such notification is in relation to a set of financial statements supplied pursuant to Clause 21.1(a)(ii) (Financial statements) the change might result in any material alteration in the commercial effect next set of any of the terms of this Agreementfinancial statements supplied pursuant to Clause 21.1(b) (Financial statements); andor (ii) if sosuch notification is in relation to a set of financial statements supplied pursuant to Clause 21.1(b) (Financial statements) the next set of financial statements supplied pursuant to Clause 21.1(a)(ii) (Financial statements). (d) Nothing herein shall be interpreted so as to limit the right of the Borrower to prepare consolidated financial statements of the Group applying US GAAP accounting principles and parallel consolidated financial statements of the Group applying IFRS accounting principles or any other accounting principles which the Borrower may legally be required to adhere to, any amendments to this Agreement which as the case may be necessary to ensure be, provided that the Borrower shall not be obliged to notify the Agent of such parallel accounting. Upon the occurrence of a change does as contemplated in Clause 21.2(c) (Requirements as to financial statements) the Lenders acting through the Agent however may not result request the information referred to in any material alteration in Clause 21.2(c) (Requirements as to financial statements) if and to the commercial effect extent the Borrower has provided a set of those terms, and if any amendments are agreed they shall take effect and be binding financial statements prepared on each the basis of the Parties accounting principles applied in accordance parallel with their termseach set of financial statements supplied pursuant to Clause 21.1(a)(ii) and 21.1(b) (Financial statements) immediately prior to such change.