Common use of Requirements as to financial statements Clause in Contracts

Requirements as to financial statements. (a) The Issuer shall procure that: (i) each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each set of financial statements delivered pursuant to Clause 25.3 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the Agent: 1) a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) The Issuer Company shall procure that each set of Annual Financial Statements, Quarterly Financial Statements and Monthly Financial Statements includes a balance sheet, profit and loss account and (in the case of consolidated Group accounts only) a cash flow statement. In addition, the Company shall procure that: (i) each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statementshall be audited by the Auditors; (ii) each set of its Annual Quarterly Financial Statements is audited by includes a cashflow forecast in respect of the Issuer's Auditors;Group relating to the 12 month period at the end of the relevant Financial Quarter or Financial Quarters. (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) by a statement by the directors of the Issuer Company commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year performance compared to date, the annual budget for such period and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Companybusiness; and (viv) each set of Monthly Financial Statements contains reporting shall be in reasonable details on a form consistent with the PC EBITDA past practices of each Operating Companythe management of the Company or in such other form as is agreed between the Company and Agent. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 23.1 (Financial statements): (i) shall be: (A) be certified by a director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the audited Annual Financial Statements, accompanied and (subject to the Agent entering into an engagement letter with the Auditors where so required by the Auditors) a copy of any “letter to management” addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of Auditors in relation to those audited Annual Financial Statements and accompanying those Annual Financial Statementsshall be also be provided to the Agent in sufficient copies for the Lenders, when received by such company (or, if later, promptly following entry by the Agent into an engagement letter with the Auditors where so required by the Auditors); (ii) in the case of the consolidated financial statements Quarterly Financial Statements or Annual Financial Statements of the Group, shall be accompanied by a statement by the directors of the Issuer Company comparing actual performance for the period to which the financial statements relate relate, to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and; (iii) in the case of the De-SPAC Mergeco, shall be prepared using in accordance with the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Principles unless, in relation to any set of financial statements, the Issuer Company notifies the Agent that there has been a material change in the Accounting Principles or the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver delivers to the Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Financial Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 24 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of “Margin, ” and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Financial Model (in the case of the IssuerCompany) or that Obligor's ’s Original Financial Statements (in the case of an Obligor Obligor). The Company shall, at the request of the Agent, authorise the Auditors (at the expense of the Company) to prepare a report addressed to the Company confirming that the Company (or any other than Obligor) has appropriately reflected the Issuer) material change in the Accounting Principles or the De-SPAC Mergeco’s Original Financial Statements (accounting practices in those financial statements and shall provide copies of such report to the case Agent on a “hold harmless” basis with the consent of the De-SPAC Mergeco)Auditors and where so required by the Auditors, subject to the Agent entering into an engagement with the Auditors. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Financial Model or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer If the Company notifies the Agent of a change in accordance with paragraph (b)(iii) above, the Company and the Agent (acting on the instructions of the Majority Lenders) shall enter into negotiations in good faith with a view to agreeing any amendments to this Agreement which are necessary as a result of the change. These amendments will be such as to ensure that the change does not result in any material alteration in the commercial effect of the obligations contained 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. (d) Whilst an Event of Default is continuing and the Majority Lenders have reasonable grounds to believe that the financial information provided pursuant to this Agreement is incorrect, if the Agent (acting on the instructions of the Majority Lenders) wishes to discuss the financial position of any member of the Restricted Group with the Auditors, the Agent may notify the Company, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of any change the Company but subject to the Issuer’s Agent (acting on the instructions of the Majority Lenders) entering into an engagement with the Auditors): (i) to discuss the financial position of each member of the Restricted Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer shall procure that: (i) Borrower shall procure that each set of Annual Financial Statements, Semi-its Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;. (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 (Financial statementsSection 5.01(a): (i1) shall be: (A) be certified by a director of the Issuer or relevant Group Company (as applicable) Responsible Officer as fairly presenting presenting, in all material respects its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to a report from the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B2) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting PrinciplesGAAP, and in all other cases shall be prepared using the Accounting Principles, further accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligorand Borrower’s Business Plan, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Administrative Agent that there has been a change in the Accounting Principles GAAP or the accounting practices and the Issuer's Auditors (orit and, if appropriaterequested by the Administrative Agent and subject to sub-paragraph (iii) below, the auditors of the relevant Obligor or the De-SPAC Mergeco) its Auditors deliver to the Administrative Agent: 1: (A) a description of any change necessary for those financial statements to reflect the Accounting Principles, GAAP or accounting practices upon which the Base Case Model Borrower’s Business Plan or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) relevant Original Financial Statements were prepared; and 2prepared and (B) sufficient information, in form and substance as may be reasonably required by the Administrative Agent, to enable the Subscribers Administrative Agent to determine whether Clause 26 (Financial covenants) Section 5.04 has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Borrower’s Business Plan and/or Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Borrower’s Business Plan or, as the case may be, the Original Financial Statements were prepared. (ciii) The Issuer shall notify Any requirement for the Agent promptly Auditors of any change Borrower to deliver the information required to be delivered under sub-paragraphs (ii)(1) and (ii)(2) above and sub-paragraph (iv) below will be subject to the Issuer’s AuditorsAdministrative Agent agreeing to any necessary hold harmless or other similar letters with them. (iv) If an Event of Default is continuing, the Administrative Agent may notify Borrower that it wishes to discuss the financial position of the Loan with the Auditors and stating the questions or issues that the Administrative Agent wishes to discuss. In this event, Borrower must ensure that the Auditors are authorized (at the expense of Borrower): (1) to discuss the financial position of the relevant Loan Party with the Administrative Agent on request from the Administrative Agent; and (2) to disclose to the Administrative Agent for the Lenders any information which the Administrative Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer Borrower shall procure that each set of Annual Financial Statements and Quarterly Financial Statements is in the form filed with the U.S. Securities and Exchange Commission. In addition the Parent shall procure that: (i) each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;shall be audited by the Auditors; and (ii) each set of its Annual Quarterly Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to shall be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) be certified by a director an authorized officer of the Issuer Parent as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the applicable period in relation to which those financial statements were drawn up; then ended and (B) , in the case of the Annual Financial Statements, shall be accompanied by (x) any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements;, and (y) a report addressed to the Parent (and which may be relied upon by the BPIAE Agent and the Lenders) by the Auditors, in substantially the form set out in Schedule 13 (Form of Auditors' Report); and (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Principles unless, in relation to any set of financial statements, the Issuer Borrower notifies the BPIAE Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's Borrower and/or the Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the BPIAE Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices Principles upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the BPIAE Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Quarterly Financial Statements and Quarterly Annual WFOE Financial Statements includes a balance sheet, profit and loss account and cashflow statement;. In addition the Borrower shall procure that: (i) each set of Annual Financial Statements and each set of Annual WFOE Financial Statements shall be audited by the Auditors; and (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) includes a statement by the directors of the Issuer commenting on the performance cashflow forecast in respect of the Group for relating to the Financial Quarter to which 12 month period commencing at the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during end of the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer Borrower comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iiiii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases (which, for the avoidance of doubt, shall be prepared using the Accounting Principlesgenerally accepted accounting principles in the PRC in the case of the Annual WFOE Financial Statements), accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, applied in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Agent that there has been a material change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of “Margin”, to determine the amount of any prepayments to be made from Excess Cashflow under Clause 8.2 (Disposal, Insurance and Recovery Proceeds and Excess Cashflow) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the IssuerBorrower) or that Obligor's ’s Original Financial Statements (in the case of an Obligor other than Obligor). (c) If the IssuerBorrower notifies the Agent of a change in accordance with paragraph (b)(ii) above then the Borrower and the Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the De-SPAC Mergeco’s Original Financial Statements (change might result in any material alteration in the case commercial effect of any of the De-SPAC Mergecoterms 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. (d) If no such agreement is reached within 30 days of that notification of change, the Agent shall (if so requested by the Majority Lenders) instruct the Auditors of the Borrower or independent accountants (approved by the Borrower or, in the absence of such approval within five days of request by the Agent of such approval, a firm with recognised expertise) to determine any amendment to Clause 22.2 (Financial condition), the Margin computations set out in the definition of “Margin”, the amount of any prepayments to be made from Excess Cashflow under Clause 8.2 (Disposal, Insurance and Recovery Proceeds and Excess Cashflow) and any other terms of this Agreement which the Auditors or, as the case may be, accountants (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material alteration in the commercial effect of the terms of this Agreement. Those amendments shall take effect when so determined by the Auditors, or as the case may be, accountants. The cost and expense of the Auditors or accountants shall be for the account of the Borrower. (e) Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Model or, as the case may be, the Original Financial Statements were prepared. (cf) The Issuer shall notify Notwithstanding the Agent promptly foregoing, in respect of any change the quarterly financial statements required to be delivered under paragraph (b) of Clause 21.1 (Financial statements), and the last due date for delivery of which falls before the date falling 180 calendar days after the Closing Date, such financial statements may be prepared using the accounting practices of the Target Group which were in place immediately prior to the Issuer’s AuditorsMerger Effective Time.

Requirements as to financial statements. (a) The Issuer Company shall procure that each set of Annual Financial Statements, Quarterly Financial Statements and Monthly Financial Statements includes a balance sheet, profit and loss account and (in the case of consolidated Group accounts only) a cash flow statement. In addition, the Company shall procure that: (i) each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statementshall be audited by the Auditors; (ii) each set of its Annual Quarterly Financial Statements is audited by includes a cashflow forecast in respect of the Issuer's Auditors;Group relating to the 12 month period at the end of the relevant Financial Quarter or Financial Quarters. (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) by a statement by the directors of the Issuer Company commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year performance compared to date, the annual budget for such period and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Companybusiness; and (viv) each set of Monthly Financial Statements contains reporting shall be in reasonable details on a form consistent with the PC EBITDA past practices of each Operating Companythe management of the Company or in such other form as is agreed between the Company and Agent (and, for the avoidance of doubt, shall not be required to include a cashflow statement unless otherwise agreed with the Agent). (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 23.1 (Financial statements): (i) shall be: (A) be certified by a director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the audited Annual Financial Statements, accompanied and (subject to the Agent entering into an engagement letter with the Auditors where so required by the Auditors) a copy of any “letter to management” addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of Auditors in relation to those audited Annual Financial Statements and accompanying those Annual Financial Statementsshall be also be provided to the Agent in sufficient copies for the Lenders, when received by such company (or, if later, promptly following entry by the Agent into an engagement letter with the Auditors where so required by the Auditors); (ii) in the case of the consolidated financial statements Quarterly Financial Statements or Annual Financial Statements of the Group, shall be accompanied by a statement by the directors of the Issuer Company comparing actual performance for the period to which the financial statements relate relate, to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and; (iii) in the case of the De-SPAC Mergeco, shall be prepared using in accordance with the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Principles unless, in relation to any set of financial statements, the Issuer Company notifies the Agent that there has been a material change in the Accounting Principles or the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver delivers to the Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Financial Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 24 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of “Margin, ” and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Financial Model (in the case of the IssuerCompany) or that Obligor's ’s Original Financial Statements (in the case of an Obligor Obligor). The Company shall, at the request of the Agent, authorise the Auditors (at the expense of the Company) to prepare a report addressed to the Company confirming that the Company (or any other than Obligor) has appropriately reflected the Issuer) material change in the Accounting Principles or the De-SPAC Mergeco’s Original Financial Statements (accounting practices in those financial statements and shall provide copies of such report to the case Agent on a “hold harmless” basis with the consent of the De-SPAC Mergeco)Auditors and where so required by the Auditors, subject to the Agent entering into an engagement with the Auditors. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Financial Model or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer If the Company notifies the Agent of a change in accordance with paragraph (b)(iii) above, the Company and the Agent (acting on the instructions of the Majority Lenders) shall enter into negotiations in good faith with a view to agreeing any amendments to this Agreement which are necessary as a result of the change. These amendments will be such as to ensure that the change does not result in any material alteration in the commercial effect of the obligations contained 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. (d) Whilst an Event of Default is continuing and the Majority Lenders have reasonable grounds to believe that the financial information provided pursuant to this Agreement is incorrect, if the Agent (acting on the instructions of the Majority Lenders) wishes to discuss the financial position of any member of the Restricted Group with the Auditors, the Agent may notify the Company, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of any change the Company but subject to the Issuer’s Agent (acting on the instructions of the Majority Lenders) entering into an engagement with the Auditors): (i) to discuss the financial position of each member of the Restricted Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) 20.4.1 The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;. In addition the Borrower shall procure that: (iia) each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (ivb) each set of Quarterly Financial Statements for the Issuer is accompanied byincludes: (Ai) a cashflow forecast in respect of the Group relating to the twelve month period commencing at the end of the relevant Financial Quarter; and (ii) a statement by the directors of the Issuer Borrower commenting on the performance of the Group for the Financial Quarter quarter to which the financial statements relate and the Financial Year to date, date and any material developments or material proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companybusiness. (b) In addition, the Issuer shall procure that each 20.4.2 Each set of financial statements delivered pursuant to Clause 25.3 20.2 (Financial statementsStatements): (ia) shall be: (A) be certified by a director the Chief Financial Officer of the Issuer Borrower as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (iib) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors Chief Financial Officer of the Issuer Borrower comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) to the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iiic) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligorof the Obligor or other member of the Group concerned, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(i) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements of the Obligor or other member of the Group concerned were prepared; and 2(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 21 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Obligor or other member of the Group concerned. (d) Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. 20.4.3 If the Agent receives a report from the Borrower’s Auditors pursuant to Clause 20.4.2(c) above, the Majority Lenders (in consultation with the Borrower and the Auditors) may require such changes to the covenants set out in Clause 21 (Financial Covenants) as are necessary solely to reflect the changes notified to them. 20.4.4 If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Borrower, stating the questions or issues which the Agent wishes to discuss with the Auditors. In this event, the Borrower must ensure that the Auditors are authorised (at the expense of the Borrower): (a) to discuss the financial position of each member of the Group with the Agent on request from the Agent; (b) to verify any financial information required by the Finance Documents to be provided to the Agent; (c) The Issuer shall notify to disclose to the Agent promptly of for the Finance Parties any change information which the Agent may reasonably request; and (d) to verify any figures required to calculate the Issuer’s Auditorsfinancial covenants in Clause 21 (Financial covenants) or the Margin.

Requirements as to financial statements. (a) The Issuer Company shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow cash flow statement; (ii) . In addition the Company shall procure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) be certified by a director of the Issuer relevant company as giving a true and fair view of (in the case of audited Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer StarTek comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the IssuerCompany, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1) I. a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2) II. sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, to determine the amount of any prepayments to be made from excess cash flow under Clause 8.2 (Disposal, Insurance and Acquisition Proceeds and Excess Cashflow) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the IssuerCompany) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC MergecoObligor). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Model or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Agent wishes to discuss the financial position of any member of the Group with the Auditors on or after the occurrence of an Event of Default, the Agent may notify the Company, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of any change the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Issuer’s AuditorsAgent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer shall procure that: (i) The Borrower shall procure that each set of Annual Financial Statements, Semi-its Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;. (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 (Financial statementsSection 5.01(a): (i1) shall be: (A) be certified by a director of the Issuer or relevant Group Company (as applicable) Responsible Officer as fairly presenting presenting, in all material respects its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to a report from the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B2) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting PrinciplesGAAP, and in all other cases shall be prepared using the Accounting Principles, further accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligorand the Borrower’s Business Plan, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Administrative Agent that there has been a change in the Accounting Principles GAAP or the accounting practices and the Issuer's Auditors (orit and, if appropriaterequested by the Administrative Agent and subject to sub- paragraph (iii) below, the auditors of the relevant Obligor or the De-SPAC Mergeco) its Auditors deliver to the Administrative Agent: 1: (A) a description of any change necessary for those financial statements to reflect the Accounting Principles, GAAP or accounting practices upon which the Base Case Model Borrower’s Business Plan or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) relevant Original Financial Statements were prepared; and 2prepared and (B) sufficient information, in form and substance as may be reasonably required by the Administrative Agent, to enable the Subscribers Lenders to determine whether Clause 26 (Financial covenants) Section 5.04 has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Borrower’s Business Plan and/or Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Borrower’s Business Plan or, as the case may be, the Original Financial Statements were prepared. (ciii) The Issuer shall Any requirement for the Auditors of the Borrower to deliver the information required to be delivered under sub-paragraphs (ii)(1) and (ii)(2) above will be subject to the Administrative Agent agreeing to any necessary hold harmless or other similar letters with them. (iv) If an Event of Default is continuing, the Administrative Agent may notify the Agent promptly Borrower that it wishes to discuss the financial position of any change Loan with the Auditors and stating the questions or issues that the Administrative Agent wishes to discuss. In this event, the Borrower must ensure that the Auditors are authorized (at the expense of the Borrower): (1) to discuss the financial position of the relevant Loan Party with the Administrative Agent on request from the Administrative Agent; and (2) to disclose to the Issuer’s AuditorsAdministrative Agent for the Lenders any information which the Administrative Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow cash flow statement. In addition the Borrower shall procure that: (i) each set of Annual Financial Statements shall be audited by the Auditors and shall be accompanied by a comparison to the Budget (and contain a narrative by management in the event of any significant divergence from the Budget) and the prior year; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) includes a statement by the directors chief financial officer of the Issuer Borrower commenting on the performance of the Group for the Financial Fiscal Quarter to which the financial statements such Quarterly Financial Statements relate and the Financial Fiscal Year to date, the comparison of the performance of the Group for such Fiscal Quarter and the performance of the Group for the corresponding Fiscal Quarter in the previous year, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companyfinancial condition. (b) In addition, the Issuer shall procure that each Each set of financial statements Financial Statements delivered pursuant to Clause 25.3 (Financial statements):Section 5.1: (i) shall be: (A) be certified by a director the chief financial officer of the Issuer Borrower as giving a true and fair view of (in the case of Annual Financial Statements for any Fiscal Year), or relevant Group Company fairly representing (as applicable) as fairly presenting its in other cases), the financial condition and operations of the Borrower and its Subsidiaries as at the end of and for the period in relation to date as at which those financial statements Financial Statements were drawn up; prepared and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) Borrower by the auditors of those Annual Financial Statements its Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements Financial Statements of the Group, shall be accompanied by a statement by the directors chief financial officer of the Issuer Borrower comparing actual performance for the period to which the financial statements Financial Statements relate to: (A1) the projected performance for that period set out forth in the Budget; and (B2) the actual performance for the corresponding period in the preceding Financial Fiscal Year of the Group, ; and (iii) in shall, following the case of the De-SPAC MergecoClosing Date, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principlesaccordance with GAAP, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements Statements; provided, that the parties hereto acknowledge that the financial statements of the Target prior to the Closing Date have been prepared in accordance with IFRS and that there shall be no requirement to restate any such financial statements or provide a detailed reconciliation of such financial statements with GAAP (for that Obligor, unless, in relation to any set the avoidance of financial statementsdoubt, the Issuer notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors Financial Statements of the relevant Obligor or Borrower and its Subsidiaries (including the De-SPAC MergecoTarget Group) deliver to for the Agent: 1) a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any reference in this Agreement to any financial statements Fiscal Year 2011 shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were preparedprepared in accordance with GAAP). (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) 20.4.1 The Issuer Parent and the Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements Management Accounts includes a balance sheetstatement of financial position, profit and loss account and cashflow statement;statement of cash flows. In addition, the Parent and the Borrower shall procure that: (iia) each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (ivb) each set of Quarterly Management Accounts includes a monthly cash flow and capital expenditure (including Capital Expenditure) and operating expenditure forecast in respect of the Borrower Group relating to the 36 (thirty six) month period commencing at the end of the relevant Financial Statements for the Issuer Quarter; and (c) each set of Quarterly Management Accounts is accompanied by: (A) by a statement by the directors of the Issuer Borrower commenting on the performance of the Borrower Group for the Financial Quarter to which the financial statements Quarterly Management Accounts relate and the Financial Year to date, date and any material developments or proposals affecting the Borrower Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companybusiness. (b) In addition, the Issuer shall procure that each 20.4.2 Each set of financial statements delivered pursuant to Clause 25.3 clause 20.1 (Financial statements): (ia) shall be: (A) be certified by a director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (iib) in the case of consolidated financial statements of the Borrower Group, shall be accompanied by a statement by the directors of the Issuer Borrower comparing actual performance for the period to which the financial statements relate to: (Ai) the projected performance for that period set out in the Operating Budget; and (Bii) the actual performance for the corresponding period in the preceding Financial Year of the Borrower Group, ; and (iiic) in shall (other than the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall Quarterly Management Accounts) be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligor, Obligor unless, in relation to any set of financial statements, the Issuer Borrower notifies the Senior Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Senior Agent: 1(i) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(ii) sufficient information, in form and substance as may be reasonably required by the Senior Agent, to enable the Subscribers Lenders to determine whether Clause 26 (the Holdco Shareholders Agreement Financial covenants) has Covenants have been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (cd) The Issuer shall If the Senior Agent wishes to discuss the financial position of any member of the Atlatsa Group, the Borrower Group or the Holdco Group with the Auditors, the Senior Agent may notify the Parent and the Borrower, stating the questions or issues which the Senior Agent promptly wishes to discuss with the Auditors. In this event, Parent and/or the Borrower must ensure that the Auditors are authorised (at the expense of any change the Borrower): (i) to discuss the financial position of each member of the Atlatsa Group and/or the Borrower Group with the Senior Agent on request from the Senior Agent; and (ii) to disclose to the Issuer’s AuditorsSenior Agent for the Senior Finance Parties any information which the Senior Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer Company shall procure that each set of Annual Financial Statements and Quarterly Financial Statements and Monthly Financial Statements includes a balance sheet, profit and loss account and cashflow statement in reasonable detail. In addition, the Company shall procure that: (i) each set of Annual Financial Statements to be delivered pursuant to paragraphs (a)(i) and (ii) of Clause 26.2 (Financial Statements, Semi-) shall be audited by the Auditors; and (ii) each set of Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) by a statement by the directors chief financial officer of the Issuer Group commenting on the performance of the Group for the Financial Quarter period to which the financial statements relate and the Financial Year to date, date and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companybusiness. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 26.2 (Financial statements) (other than paragraphs (c) and (d) thereof): (i) shall be: (A) be certified by a director an Authorised Signatory of the Issuer relevant company or relevant the chief financial officer of the Group Company as giving a true and fair view of (as applicable) as in the case of Annual Financial Statements for any Financial Year), or fairly presenting representing (in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those consolidated Annual Financial Statements; (ii) in the case of consolidated financial statements the Quarterly Financial Statements and the Annual Financial Statements delivered at any time following the first anniversary of the GroupFunding Date, shall be accompanied by a statement by the directors of the Issuer chief financial officer comparing actual performance performance, for the period to which the financial statements relate relate, to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and; (iii) in the case of the De-SPAC MergecoQuarterly Financial Statements, shall be prepared using a statement setting out the Accounting Principles, ratio of Overdue Receivables to Total Receivables; (iv) in the case of financial statements delivered pursuant to paragraphs (a)(i) and in all other cases (b) of Clause 26.2 (Financial Statements) shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the IssuerCompany, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor; (v) in the case of financial statements delivered pursuant to (a)(i) and (b) of Clause 26.2 (Financial Statements) shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Base Case Model and the Original Financial Statements, unless, in relation to any set of financial statements, the Issuer Company notifies the Facility Agent that there has been a material change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver (in the case of the Annual Financial Statements) and its chief financial officer delivers (in respect of the Quarterly Financial Statements) to the Facility Agent: 1(A) a description of any change necessary for those financial statements to substantially reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were was prepared; and 2(B) sufficient information, information (in form and substance as may be reasonably required by the Agent, Facility Agent and reasonably agreed by the Auditors) to enable the Subscribers Lenders to determine whether Clause 26 27 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, to determine the amount of any prepayments to be made from Excess Cashflow under Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the IssuerCompany) or that Obligor's ’s Original Financial Statements Statement (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC MergecoObligor). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Model or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Facility Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Facility Agent may notify the Company, stating the questions or issues which the Facility Agent promptly of any change wishes to discuss with the Auditors. In this event, the Company must (subject, if applicable, to the IssuerFacility Agent agreeing an engagement letter satisfactory to the Auditors) ensure that the Auditors are authorised (at the expense of the Company but only if investigations or reports substantiate the existence of a Default): (i) to discuss the financial position of each member of the Group with the Facility Agent on request from the Facility Agent; and (ii) to disclose to the Facility Agent for the Finance Parties any information which the Facility Agent may reasonably request, and, without prejudice to the Facility Agent’s Auditorsrights under this paragraph (c), a representative of the Company shall be entitled (but shall not be required) to attend any such discussions.

Requirements as to financial statements. (a) The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) . In addition the Borrower shall procure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 19.1 (Financial statements): (i) shall be: (A) be certified by a director an authorised officer of the Issuer or relevant Group Company (company as applicable) as presenting fairly presenting in accordance with applicable accounting standards its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements (annual and quarterly) of the Group, shall be accompanied by a statement by the directors management of the Issuer Borrower comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iii) in the case of the De-SPAC MergecoBorrower, shall be prepared using the Accounting Principles, in accordance with GAAP and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, applied in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Agent that there has been a change in the Accounting Principles GAAP or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, GAAP or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were was prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 20 (Financial covenantscondition) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Model. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were Model was prepared. (c) The Issuer shall If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Borrower, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Borrower must ensure that the Auditors are authorised (at the reasonable expense of any change the Borrower): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Issuer’s AuditorsAgent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer shall procure that: Subject to paragraph (ie) below, each set of Annual Financial Statements, Semi-Annual Quarterly Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each set of financial statements delivered pursuant to Clause 25.3 18.1 (Financial statementsStatements) other than under paragraphs (a)(ii) and (a)(iii): (i) shall be: in the case of such statements of the Group (Aother than Monthly Financial Statements) be certified by a director of the Issuer or relevant Group Company company (as applicablewithout personal liability) as fairly presenting its financial condition and operations as at the end of date as at which, and for the period in relation to which which, those financial statements Financial Statements were drawn up; and (B) up subject, in the case of the Annual Quarterly Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statementsyear end adjustments; (ii) in the case of consolidated financial statements of the Group, shall (other than Monthly Financial Statements) be accompanied by a statement by the directors a member of Senior Management of the Issuer comparing actual Company commenting on the performance of the Group for the period to which the financial statements Financial Statements relate to: (A) and any material developments or proposals affecting the projected performance for that period set out in the BudgetGroup or its business; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) shall (other than in the case of the De-SPAC Mergeco, shall Monthly Financial Statements) be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting PrinciplesGAAP, accounting practices and financial reference periods in each case in respect of financial statements relating to the Group consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Accounting Principles unless, in relation to any set of financial statementsFinancial Statements, the Issuer Company notifies the PIK Facility Agent that there has been a of any change in the Accounting Principles or any respect to GAAP, the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) financial reference periods and such change is not material, deliver to the Agent: 1PIK Facility Agent a statement (the “Reconciliation Statement”) containing a description of any change necessary for those financial statements Financial Statements to reflect the Accounting Principles, accounting practices upon which and reference periods used as a basis for the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case preparation of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any Business Plan and any reference in this Agreement to any financial statements those Financial Statements shall be construed as in a reference to those financial statements Financial Statements as adjusted to reflect the basis upon which Accounting Principles. (b) If the Base Case ModelCompany notifies the PIK Facility Agent of a change in accordance with paragraph (a)(iii) above then the Company and PIK Facility Agent shall enter into negotiations in good faith with a view to agreeing whether or not the change might result in any alteration into the commercial effect of any of the terms of this Agreement and, orif any amendments are agreed, as they shall take effect and be binding on each of the case may be, Parties in accordance with their terms. With respect to any such negotiations and amendments the Original Financial Statements were preparedCompany and the PIK Facility Agent shall give due regard to any agreement reached with respect to the corresponding provisions of the Senior Facilities Agreement. (c) If no agreement is reached under paragraph (b) above on the required amendments to this Agreement, the Company shall ensure that each set of financial statements is accompanied by a Reconciliation Statement (if a Reconciliation Statement is required by the PIK Facility Agent under paragraph (a)(iii) above). (d) The Issuer Company shall notify procure that each set of Annual Financial Statements shall be audited by any of Deloitte & Touche, Ernst & Young, KPMG or PricewaterhouseCoopers or such other internationally recognised firm of independent auditors licensed to practice in the jurisdiction of incorporation of the relevant member of the Group as the Senior Facility Agent promptly may approve (acting reasonably). (e) Subject to paragraph (f) below, the Company shall procure that each set of any change Quarterly Financial Statements and Monthly Financial Statements shall be in an agreed form or otherwise in a form reasonably acceptable to the Issuer’s AuditorsSenior Facility Agent and include a balance sheet, profit and loss account and cashflow statement. (f) Prior to the date falling 6 Months after the Closing Date, any financial statements or accounts required to be delivered under this Agreement may be in a form consistent with the reporting practices of the Target Group for the relevant period as at the Closing Date or, in respect of monthly financial statements, such monthly information as may be available, to include, if available, the following information: (i) gross debt for the relevant monthly reporting period; (ii) net debt for the relevant monthly reporting period; (iii) EBITDA for the relevant monthly reporting period; and (iv) sales for the relevant monthly reporting period.

Requirements as to financial statements. (a) The Issuer Parent shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition the Parent shall procure that: (i) each set of Annual Financial Statements shall be audited by the Auditors; (ii) each set of its Annual Quarterly Financial Statements is audited by includes a cashflow forecast (comprising the Issuer's Auditors;Capital Release Schedule) in respect of the Group relating to the 12 month period commencing at the end of the relevant Financial Quarter; and (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer Management Accounts is accompanied by: (A1) a statement by the directors of the Issuer Parent commenting on the performance of the Group for the Financial Quarter quarter to which the financial statements statement relate and the Financial Year to date, date and any material developments or material proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Companybusiness; and (2) a report setting out, in respect of each insurance company in the Group: (i) its capital resources; (ii) its Pillar 1 Capital Requirement; (iii) its ICA Capital Requirement; (iv) its ICG Capital Requirement; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companyany deductions made from its capital resources when determining its compliance with its ICA Capital Requirement or its ICG Capital Requirement. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) be certified by the Chief Financial Officer as giving a director true and fair view of (in the Issuer case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer Chief Financial Officer comparing actual performance for the period to which the financial statements relate to: (A1) the projected performance for that period set out in the Budget; and (B2) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, applied in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that ObligorBarclays Presentation, unless, in relation to any set of financial statements, the Issuer Parent notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: (1) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were Barclays Presentation was prepared; and (2) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model Barclays Presentation (in the case of the IssuerParent) or that Obligor's ’s Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC MergecoObligor). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Barclays Presentation or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Agent receives a report from the Parent’s Auditors pursuant to sub-paragraph (b)(iii) above, the Majority Lenders (in consultation with the Parent and the Auditors) may require such changes to the covenants set out in Clause 22 (Financial covenants) as are necessary solely to reflect the changes notified to them. (d) If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Parent, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Parent must ensure that the Auditors are authorised (at the expense of the Parent): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; (ii) to verify any financial information required by the Finance Documents to be provided to the Agent; (iii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request; and (iv) to verify any figures required to calculate the financial covenants in Clause 22 (Financial covenants). (e) If following discussions with the Parent’s Auditors pursuant to paragraph (d) above, the Majority Lenders (acting reasonably) remain concerned about the accuracy of the financial information supplied to them, they may require (at the Parent’s expense) an independent firm of accountants acceptable to the Majority Lenders to carry out an appropriate investigation and give a certificate satisfactory to the Majority Lenders concerning any matter referred to in sub-paragraph (d)(i) above or the calculation of any change to the Issuer’s Auditorsterm defined in Clause 22.1 (Financial definitions).

Requirements as to financial statements. (a) 20.4.1 The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;statement as required by SAP in the case of each Regulated Insurance Entity and GAAP in the case of the Borrower. In addition the Borrower shall procure that: (iia) each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (ivb) each set of Quarterly Financial Statements for of the Issuer is accompanied byBorrower includes: (Ai) a cashflow forecast in respect of the Group relating to the twelve month period commencing at the end of the relevant Financial Quarter; and (ii) a statement by the directors of the Issuer Borrower commenting on the performance of the Group for the Financial Quarter quarter to which the financial statements relate and the Financial Year to date, date and any material developments or material proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companybusiness. (b) In addition, the Issuer shall procure that each 20.4.2 Each set of financial statements delivered pursuant to Clause 25.3 20.2 (Financial statementsStatements): (ia) shall be: (A) be certified by a director the Chief Financial Officer of the Issuer Borrower as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting its in other cases), the financial condition and operations of the relevant person or persons covered by those financial statements as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (iib) in the case of consolidated financial statements of the GroupBorrower, shall be accompanied by a statement by the directors Chief Financial Officer of the Issuer Borrower comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) to the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iiic) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligorof the Obligor or other member of the Group concerned, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(i) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements of the Obligor or other member of the Group concerned were prepared; and 2(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 21 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Obligor or other member of the Group concerned. (d) Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. 20.4.3 If the Agent receives a report from the Borrower’s Auditors pursuant to Clause 20.4.2(c) above, the Majority Lenders (in consultation with the Borrower and the Auditors) may require such changes to the covenants set out in Clause 21 (Financial Covenants) as are necessary solely to reflect the changes notified to them. 20.4.4 If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Borrower, stating the questions or issues which the Agent wishes to discuss with the Auditors. In this event, the Borrower must ensure that the Auditors are authorised (at the expense of the Borrower): (a) to discuss the financial position of each member of the Group with the Agent on request from the Agent; (b) to verify any financial information required by the Finance Documents to be provided to the Agent; (c) The Issuer shall notify to disclose to the Agent promptly of for the Finance Parties any change information which the Agent may reasonably request; and (d) to verify any figures required to calculate the Issuer’s Auditorsfinancial covenants in Clause 21 (Financial covenants) or the Margin.

Requirements as to financial statements. (a) The Issuer shall procure that: Each set of financial statements delivered by the Parent pursuant to Clause 22.1 (Financial statements) (other than those (i) each set of Annual Financial Statements, Semi-Annual Financial Statements for Sterling Inc. and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; Sterling Jewelers Inc. which shall only be required to be audited in accordance with this paragraph (a) if so required by law; or (ii) each set delivered pursuant to paragraph (c) of its Annual Clause 22.1 (Financial Statements is statements) shall have been audited by KPMG Audit Plc or (in the Issuer's Auditors; (iiicase of a U.S. Group Company an affiliate of KPMG Audit Plc in the United States) each set or another internationally recognised firm or company of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companyindependent auditors. (b) In addition, The Parent shall ensure that the Issuer accounting reference period for each Obligor is not changed except with the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed) and that the accounting reference period for Parent Newco is the same as that of the Company. (i) The Parent shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 25.3 22.1 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be is prepared using the Accounting Principles, GAAP and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that ObligorObligor or, in the case of the financial statements of the Parent or the Group after the Parent Newco Accession Date, those applied in the preparation of the audited consolidated financial statements of the Parent for the financial year ending on or about 31 January 2009 (the “Reference Financial Statements”) unless, in relation to any such set of financial statements, the Issuer it notifies the Agent that there has been an Obligor wishes to prepare its financial statements on a change different basis from the basis used in the Accounting Principles preparation of the Original Financial Statements or (as applicable) the accounting practices Reference Financial Statements and the Issuer's Auditors its auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting PrinciplesGAAP, accounting practices and reference periods upon which that Obligor’s Original Financial Statements or the Base Case Model or, Reference Financial Statements (as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 23 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements or the Reference Financial Statements (as the case may be). (ii) If the Parent notifies the Agent of a change in accordance with paragraph (b)(i) above then the Parent and Agent shall enter into negotiations in good faith with a view to agreeing: (A) whether or not the change might result in any material alteration in the case commercial effect of any of the De-SPAC Mergecoterms of this Agreement; and (B) 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. If no such agreement is reached within 30 days of that notification of change, the Agent shall (if so requested by the Majority Lenders) instruct the auditors of the Parent or independent accountants (approved by the Parent or, in the absence of such approval within 5 days of request by the Agent of such approval, a firm with recognised expertise) to determine any amendment to Clause 23 (Financial covenants), Clause 1.1 (Definitions) and any other terms of this Agreement which the auditors or, as the case may be, accountants (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material alteration in the commercial effect of the terms of this Agreement. Those amendments shall take effect when so determined by the auditors, or as the case may be, accountants. The cost and expense of the auditors or accountants shall be for the account of the Parent. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) The Issuer shall procure that: (i) each Each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited financial statements delivered by the Issuer's Auditors; Borrower pursuant to Clause 18.1 (iiiFinancial statements) each set shall be certified by one (1) director of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by Borrower as giving a true and fair view of (in the Issuer's Auditors; (iv) each set case of Quarterly annual Financial Statements for any financial year), or fairly representing (in other cases), the Issuer is accompanied by: financial condition and operations (Aconsolidated where applicable) a statement by the directors of the Issuer commenting on relevant companies as at the performance of the Group for the Financial Quarter to date as at which the those financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companywere drawn up. (b) In addition, the Issuer The Borrower shall procure that each set of financial statements delivered pursuant to Clause 25.3 18.1 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be is prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting PrinciplesApplicable GAAP, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, applied in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the relevant Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer (i) it notifies the Agent Lender that there has been a change in the Accounting Principles or the such Applicable GAAP, accounting practices or reference periods; and the Issuer's Auditors (or, if appropriate, the auditors of ii) the relevant Obligor or the De-SPAC Mergeco) Auditors deliver to the Agent: 1) Lender a description of any change necessary for those financial statements to reflect the Accounting PrinciplesApplicable GAAP, accounting practices or reference periods upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) relevant Original Financial Statements were prepared; and 2. For the purposes of this Agreement, any change in Applicable GAAP made in accordance with this paragraph (b) sufficient information, in form and substance as may be reasonably required by shall apply to the Agent, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin definition of Applicable GAAP as set out at Clause 1.1 (Definitions) at any time following such change (and until any subsequent change in the definition of Margin, and to make an accurate comparison between the financial position indicated Applicable GAAP in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergecoaccordance with this Clause 18.3). Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Lender wishes to discuss the financial position of any Group Member with the relevant Auditors, the Lender may notify the Agent promptly Borrower, stating the questions or issues which the Lender wishes to discuss with the Auditors. In this event, the Borrower must ensure that such Auditors are authorised (at the expense of any change the Borrower): (i) to discuss the financial position of that Group Member with the Lender with respect to such questions and issues; and (ii) to disclose to the Issuer’s AuditorsLender any information which the Lender may reasonably request with respect to such questions and issues.

Requirements as to financial statements. (a) The Issuer shall procure that: (i) each Each set of Annual Financial Statementsfinancial statements of any of the Borrowers, Semi-Annual Financial Statements the Parent and Quarterly Financial Statements includes a balance sheetany Material Subsidiary, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited as applicable, delivered by the Issuer's Auditors; Borrowers pursuant to Clause ‎19.1 (iiiFinancial statements) each set shall be certified by the CEO or CFO or by a director of the Parent’s Annual Financial Statements Borrower or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set Material Subsidiary, as applicable, as fairly representing its financial condition as at the date of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the those financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companystatements. (b) In addition, the Issuer Each Borrower shall procure that each set of financial statements delivered pursuant to Clause 25.3 ‎19.1 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be is prepared using the Accounting Principles, GAAP and in all other cases shall be prepared using the Accounting Principles, with respect to any Material Subsidiary - accounting practices and financial reference periods and financial year ends consistent with those applied: (A) in the case of the Issuer, applied in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer it notifies the Agent Lender that there has been a change in the Accounting Principles or GAAP, the accounting practices or reference periods or its financial year end, that affects any representation or undertaking under the Finance Documents, or that is otherwise material, and the Issuer's Auditors (or, if appropriate, the its auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the AgentLender: 1(i) a description of any change necessary for those financial statements to reflect the Accounting PrinciplesGAAP, accounting practices and reference periods and financial year end upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(ii) sufficient information, in form and substance as may reasonably be reasonably required by the AgentLender, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and them to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were preparedStatements. (c) The Issuer If a Borrower notifies the Lender in accordance with paragraph (b) above and such changes would be material in the context of this Agreement, the Lender agrees to enter into discussions for a period of not more than forty-five (45) days with a view to agreeing any amendments required to be made to this Agreement to place the Borrowers and the Lender in substantially the same position as they would have been in if the change had not occurred. If no such agreement is reached in relation to any material change, the Lender shall notify (acting reasonably and in good faith) determine the Agent promptly amendments necessary to reflect the original commercial agreement of the Parties (in a manner which is otherwise consistent with the terms of this Agreement and, if during the aforesaid discussions the Borrowers and the Lender specifically agreed on any relevant matter, taking account of any change to such agreements, and such determination shall bind the Issuer’s AuditorsBorrowers.

Requirements as to financial statements. (a) The Issuer Company shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Half Yearly Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) . In addition the Company shall procure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 clause 22.1 (Financial statements): (i) shall be: (A) be certified by a director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements;; and (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Company notifies the Facility Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Facility Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that ObligorXxxxxxx's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the AgentFacility Agent (acting on the Majority Lenders' instructions or in its sole discretion), to enable the Subscribers Lenders to determine whether Clause 26 clause 23 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that ObligorXxxxxxx's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Facility Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Facility Agent may notify the Company, stating the questions or issues which the Facility Agent promptly wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of any change the Company): (i) to discuss the financial position of each member of the Group with the Facility Agent on request from the Facility Agent; and (ii) to disclose to the Issuer’s AuditorsFacility Agent for the Finance Parties any information which the Facility Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer Company shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) . In addition the Company shall procure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) be certified by a managing director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in the case of Quarterly Financial Statements), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements;; and (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the IssuerCompany, in the preparation of its Original Financial Statements and the Base Case ModelBusiness Plan; and (B) in the case of any other Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(C) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model Company’s Original Financial Statements and the Business Plan or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(D) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in those financial statements the Company’s Original Financial Statements and the Base Case Model Business Plan (in the case of the IssuerCompany) or that Obligor's ’s Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC MergecoObligor). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Business Plan or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Company, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of any change the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the IssuerAgent for the Finance Parties any information which the Agent may reasonably request. (d) At any time that any of the Company’s Auditorssubsidiaries are Unrestricted Subsidiaries (as defined in Schedule 15 (New York Law Undertakings)) then the Annual Financial Statements and Quarterly Financial Statements shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries (as defined in Schedule 15 (New York Law Undertakings)) of the Company.

Requirements as to financial statements. (a) The Issuer shall procure that: (i) each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 27.1 (Financial statements): (i) shall be: (A) be certified by a director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements and accompanying those Annual Financial StatementsAuditors; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer Company comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, Company; and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the IssuerCompany, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that ObligorObligor (if any), unless, in relation to any set of financial statements, the Issuer Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(iv) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements (if any) were prepared; and 2(v) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 28 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of “Margin, ” and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the IssuerCompany) or that Obligor's ’s Original Financial Statements (if any) (in the case of an Obligor other than Obligor). (b) If the IssuerCompany notifies the Agent of a change in accordance with paragraph (a)(iii) above, then the Company and Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the De-SPAC Mergeco’s Original Financial Statements (change might result in any material alteration in the case commercial effect of any of the De-SPAC Mergecoterms 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. If no such agreement is reached within 30 days of that notification of change, the Agent shall (if so requested by the Majority Lenders) instruct the Auditors of the Company or independent accountants (approved by the Company or, in the absence of such approval within 5 days of request by the Agent of such approval, a firm with recognised expertise) to determine any amendment to Clause 28.2 (Financial condition), the Margin computations set out in the definition of “Margin”, the Fixed Charge Cover Ratio, Clause 29.18 (Note Purchase Condition) and any other terms of this Agreement which the Auditors or, as the case may be, accountants (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material alteration in the commercial effect of the terms of this Agreement. Those amendments shall take effect when so determined by the Auditors, or as the case may be, accountants. The cost and expense of the Auditors or accountants shall be for the account of the Company. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Model or, as the case may be, the Original Financial Statements (if any) were prepared. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) The Issuer Company shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) . In addition the Company shall procure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) be certified by a managing director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in the case of Quarterly Financial Statements), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements;; and (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the IssuerCompany, in the preparation of its Original Financial Statements and the Base Case ModelBusiness Plan; and (B) in the case of any other Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(C) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model Company’s Original Financial Statements and the Business Plan or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(D) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in those financial statements the Company’s Original Financial Statements and the Base Case Model Business Plan (in the case of the IssuerCompany) or that Obligor's ’s Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC MergecoObligor). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Business Plan or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Company, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of any change the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Issuer’s AuditorsAgent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) 21.3.1 The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;. In addition the Borrower shall procure that: (iia) each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (ivb) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) by a statement by the directors of the Issuer Borrower commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, date and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter)business; (Bc) each set of Quarterly Financial Statements includes a list schedule showing all Ships together with such additional information in respect of such Ships as the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio CompanyAgent may reasonably request; and (vd) each set of Monthly Quarterly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companyis accompanied by a CNSA Quarterly Report. (b) In addition, the Issuer shall procure that each 21.3.2 Each set of financial statements delivered pursuant to Clause 25.3 clauses 21.1.1 and 21.1.2 (Financial statements): (ia) shall be: (A) be certified by the chief financial officer as giving a director fair presentation of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) Borrower by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (iib) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer chief financial officer comparing actual performance for the period to which the financial statements relate to: (Ai) the projected performance for that period set out in the Budget; and (Bii) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iiic) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) applied in the case of the IssuerBorrower, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Model unless, in relation to any set of financial statements, the Issuer Borrower notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the Agent: 1(i) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were was prepared; and 2(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 clause 22 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Model. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were Model was prepared. (ci) The Issuer If the Borrower notifies the Agent of a change in accordance with clause 21.3.2(c) above then the Borrower and the Agent shall enter into negotiations in good faith (each acting reasonably) with a view to agreeing: (A) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (B) if so, any amendments to this Agreement and the Base Case Model 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. (ii) If no such agreement is reached within 30 days of that notification of change, the Agent shall (if so requested by the Majority Lenders and at the cost of the Borrower (such costs to be reasonable)) instruct the Auditors to determine any amendment to clause 22 (Financial Covenants) which the Auditors (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material alteration in the commercial effect of the terms of this Agreement. Those amendments shall take effect when so determined by the Auditors. 21.3.3 If there is an Event of Default or if the Agent (acting reasonably) believes that an Event of Default is likely to occur, and in such circumstances, the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Borrower, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Borrower must ensure that the Auditors are authorised (at the expense of any change the Borrower): (a) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (b) to disclose to the Issuer’s AuditorsAgent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer Association shall procure that:that each set of financial statements delivered pursuant to Subclause 12.1 (Financial statements): (i) each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set is certified by the Association as giving a true and fair view of its (in the case of Annual Financial Statements is audited by the Issuer's Auditors; for any Financial Year), or fairly representing (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to datein other cases), and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each set of financial statements delivered pursuant to Clause 25.3 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any cover letter addressed to the management of the Parent or relevant Group Company (as applicable) Association by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that ObligorStatements, unless, in relation to any set of financial statements, the Issuer Association notifies the Agent Lender that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the AgentLender: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the AgentLender, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and Lender to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model Original Financial Statements. (b) In addition the Association shall procure that each set of Annual Financial Statements shall be audited by the Auditors. (c) If the Lender (acting reasonably) wishes to discuss the financial position of AEGON or the Association with the Auditors, the Lender may notify the Association and AEGON, stating the questions or issues which that Lender wishes to discuss with the Auditors. In this event, the Association and AEGON must ensure that the Auditors are authorised (at the expense of the Association and AEGON) to discuss their financial position with the Lender on reasonable request from the Lender. (d) Any such discussions under paragraph (c) above shall be held in the case presence of AEGON and the IssuerAssociation and AEGON and the Association shall be entitled to participate in such discussions. (e) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) 21.4.1 The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;statement as required by SAP in the case of each Regulated Insurance Entity and GAAP in the case of the Borrower and any Obligor that is not a Regulated Insurance Entity. In addition the Borrower shall procure that: (iia) each set of its Annual Financial Statements is shall where required be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (ivb) each set of Quarterly Financial Statements for of the Issuer is accompanied byBorrower includes: (Ai) a cashflow forecast in respect of the Group relating to the twelve month period commencing at the end of the relevant Financial Quarter; and (ii) a statement by the directors of the Issuer Borrower commenting on the performance of the Group for the Financial Quarter quarter to which the financial statements relate and the Financial Year to date, date and any material developments or material proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companybusiness. (b) In addition, the Issuer shall procure that each 21.4.2 Each set of financial statements delivered pursuant to Clause 25.3 21.2 (Financial statementsStatements): (ia) shall be: (A) be certified by a director the Chief Financial Officer of the Issuer Group as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting its in other cases), the financial condition and operations of the relevant person or persons covered by those financial statements as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (iib) in the case of consolidated financial statements of the GroupBorrower, shall be accompanied by a statement by the directors Chief Financial Officer of the Issuer Group comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) to the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iiic) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that ObligorStatements, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(i) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. 21.4.3 If the Agent receives a report from the Borrower’s Auditors pursuant to Clause 21.4.2(c) above, the Majority Lenders (in consultation with the Borrower and the Auditors) may require such changes to the covenants set out in Clause 22 (Financial Covenants) as are necessary solely to reflect the changes notified to them. 21.4.4 If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Borrower, stating the questions or issues which the Agent wishes to discuss with the Auditors. In this event, the Borrower must ensure that the Auditors are authorised (at the expense of the Borrower): (a) to discuss the financial position of each member of the Group with the Agent on request from the Agent; (b) to verify any financial information required by the Finance Documents to be provided to the Agent; (c) The Issuer shall notify to disclose to the Agent promptly of for the Finance Parties any change information which the Agent may reasonably request; and (d) to verify any figures required to calculate the Issuer’s Auditorsfinancial covenants in Clause 22 (Financial covenants).

Requirements as to financial statements. (a) The Issuer shall procure that: (i) each Each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited financial statements delivered by the Issuer's Auditors; Borrower pursuant to Clause 19.2 (iiiFinancial statements) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to shall be delivered under this Agreement is reviewed certified by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the chief financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) of the relevant Obligor as being a fair presentation of the financial position, results of operations and finance director (or equivalent) cash flows of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on such Obligor as at the PC EBITDA of each Operating Companydate as at which those financial statements were prepared. (b) In addition, the Issuer The Borrower shall procure that each set of financial statements delivered pursuant to Clause 25.3 19.2(a)(i) (Financial statements):) was audited by an Acceptable Accounting Firm. (ic) The Borrower shall be: (A) certified by a director procure that each set of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and delivered pursuant to Clause 19.2 (BFinancial statements) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be is prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting PrinciplesIFRS, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligor, the Borrower unless, in relation to any set of financial statements, the Issuer it notifies the Facility Agent that there has been a change in the Accounting Principles or IFRS, the accounting practices or reference periods and the Issuer's Auditors its auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC MergecoBorrower) deliver to the Facility Agent: 1(i) a description of any change necessary for those financial statements to reflect the Accounting PrinciplesIFRS, accounting practices and reference periods upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC MergecoBorrower’s (as applicable) Original Financial Statements were prepared; and 2(ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Lenders to determine whether Clause 26 20 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC MergecoBorrower’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) The Issuer Company shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Half-Yearly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) . In addition the Company shall procure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 24.1 (Financial statements): (i) shall be: (Ai) certified by a director of the Issuer Company or relevant Group Company the chief financial officer of the Target as giving a true and fair view of (as applicable) as in the case of Annual Financial Statements for any Financial Year), or fairly presenting (in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors director of the Issuer Company or the chief financial officer of the Target comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, Year; and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, applied in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Company notifies the Facility Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver financial periods and it delivers to the Facility Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were was prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Lenders to determine whether Clause 26 25 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition amount of Marginany prepayments to be made from Excess Cashflow under Clause 11.3 (Acquisition, Disposal, Insurance and Recovery Proceeds and Excess Cashflow) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall Following the occurrence of an Event of Default that is continuing, if any Finance Party wishes to discuss the financial position of any Group Company with the Auditors and/or officers of the Company, the Facility Agent may notify the Company, stating the questions or issues which that Finance Party (or its representatives) wishes to discuss with the Auditors and/or officers of the Company. In this event, the Company must ensure that the Auditors and/or as applicable its officers are authorised (at the expense of the Company): (i) to discuss the financial position of each Group Company with the relevant Finance Party(ies) (or its representatives) on request from the Facility Agent; and (ii) to disclose to the Facility Agent promptly for the Finance Parties any information which the Facility Agent may reasonably request, provided that: (A) all information defined as a result of this paragraph (c) shall be subject to the confidentiality restrictions set out in this Agreement; (B) representatives of the Group and the Equity Investors shall be entitled to attend and participate in such discussions with the Auditors; and (C) such discussions with the Auditors and/or the officers of the Company take place during normal business hours and on reasonable notice having been given to the Group. (d) If the Company notifies the Facility Agent of a change in accordance with paragraph (b)(iii) above then the Company and the 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; (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 (iii) any amendments to the Issuer’s Auditorsfinancial covenant definitions or ratios set out in Clause 25 (Financial Covenants) to preserve the previously applicable headroom, 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. (a) The Issuer Company shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition, the Company shall procure that: (i) each set of Annual Financial Statements shall be audited by the Auditors; (ii) each set of its Annual Quarterly Financial Statements is audited by includes a cashflow forecast in respect of the Issuer's Auditors;Group relating to the 6 Month period commencing at the end of the relevant Financial Quarter; and (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) by a statement by the directors of the Issuer Company commenting on the performance of the Group for the Financial Quarter month to which the financial statements relate and the Financial Year to date, date and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companybusiness. (b) In addition, the Issuer shall procure that each Each set of financial statements Annual Financial Statements or Quarterly Financial Statements delivered pursuant to Clause 25.3 22.1 (Financial statements): (i) shall be: (A) be certified by a director the chief financial officer or other duly authorised representative of the Issuer relevant company as giving a true and fair view of (in the case of the Annual Financial Statements) or relevant Group Company fairly representing (as applicablein the case of the Quarterly Financial Statements) as fairly presenting its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer Company comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and; (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the IssuerCompany, in the preparation of the Base Case Model; and (B) in the case of any other Obligor, in the preparation of the any Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices or reference periods and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(C) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(D) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 23 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of “Margin”, to determine the amount of any prepayments to be made from excess cashflow under Clause 9.2 (Proceeds) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the IssuerCompany) or that Obligor's ’s Original Financial Statements (if any) (in the case of an Obligor other than the IssuerObligor); and (iv) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)consolidated financial statements of the Group, shall be accompanied by a description of any change necessary for those financial statements to reconcile them with IFRS. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Model or, as the case may be, the Original Financial Statements (if any) were prepared. (c) The Issuer shall If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Company, stating the questions or issues which the Agent promptly of any change wishes to discuss with the Auditors. In this event, the Company (subject to the Issuer’s Agent, if so required by the Auditors, agreeing an engagement letter satisfactory to the Auditors (acting reasonably)) must ensure that the Auditors are authorised (at the expense of the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request. The costs of the Auditors’ compliance with the provisions of paragraph (c) above shall be for the account of the Company for so long as a Default is continuing or if the Majority Lenders have reasonable grounds for doubting or questioning the accuracy or validity of the financial information provided to them to any material extent (having initially sought confirmation of such financial information from the Company), otherwise such costs shall (unless the Company agrees that the costs should be for its account) be for the account of the Lenders.

Requirements as to financial statements. (a) 23.3.1 The Issuer Company shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a consolidated balance sheet, profit sheet and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set income statement of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer 23.3.2 The Company shall procure that each set of Annual Financial Statements or, as the case may be, the audited consolidated annual financial statements of the US Parent delivered pursuant to Clause 23.1.1(a) (Financial statements) shall be audited by the Auditors. 23.3.3 Each set of financial statements delivered pursuant to Clause 25.3 23.1 (Financial statements):statements):- (ia) shall be: (A) be certified by a director Financial Officer of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in the case of Quarterly Financial Statements), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; and; (Bb) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Quarterly Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors a Financial Officer of the Issuer Company comparing actual performance for the period to which the financial statements relate to:to:- (Ai) the projected performance for that period set out in the Budget; and (Bii) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (Bc) shall be prepared in accordance with the case applicable Accounting Principles. 23.3.4 If the Lender wishes to discuss the financial position of any Obligor, in the preparation member of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statementsGroup with the Auditors, the Issuer notifies Lender may notify the Agent that there has been a change in Company, stating the Accounting Principles questions or issues which the accounting practices and Lender wishes to discuss with the Issuer's Auditors (or, if appropriateAuditors. In this event, the auditors Company must ensure that the Auditors are authorised (at the expense of the relevant Obligor or Company):- (a) to discuss the De-SPAC Mergeco) deliver to financial position of each member of the Agent: 1) a description of any change necessary for those financial statements to reflect Group with the Accounting Principles, accounting practices upon which Lender on request from the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were preparedLender; and 2(b) sufficient information, in form and substance as may be reasonably required by to disclose to the Agent, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any reference in this Agreement to Lender any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon information which the Base Case Model, or, as the case Lender may be, the Original Financial Statements were preparedreasonably request. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) The Issuer Company shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow (in the case of consolidated Group accounts only) a cash flow statement. In addition, the Company shall procure that: (i) each set of Annual Financial Statements shall be audited by the auditors; (ii) each set of its Annual Quarterly Financial Statements is audited by includes a cashflow forecast in respect of the Issuer's Auditors;Group relating to the 12 month period at the end of the relevant Financial Quarter or Financial Quarters; and (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) by a statement by the directors of the Issuer Company commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year performance compared to date, the annual budget for such period and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companybusiness. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 23.1 (Financial statements): (i) shall be: (A) be certified by a director or officer of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the audited Annual Financial Statements, accompanied and (subject to the Agent entering into an engagement letter with the auditors where so required by the auditors) a copy of any “letter to management” addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of in relation to those audited Annual Financial Statements and accompanying those Annual Financial Statementsshall be also be provided to the Agent in sufficient copies for the Noteholders, when received by such company (or, if later, promptly following entry by the Agent into an engagement letter with the auditors where so required by the auditors); (ii) in the case of the consolidated financial statements Quarterly Financial Statements or Annual Financial Statements of the Group, shall be accompanied by a statement by the directors or officers of the Issuer Company comparing actual performance for the period to which the financial statements relate relate, to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and; (iii) in the case of the De-SPAC Mergeco, shall be prepared using in accordance with the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Principles unless, in relation to any set of financial statements, the Issuer Company notifies the Agent that there has been a material change in the Accounting Principles or the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver delivers to the Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Financial Model or, as and the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model Original Financial Statements. The Company shall, at the request of the Agent, authorise the auditors (at the expense of the Company) to prepare a report addressed to the Company confirming that the Company (or any other Obligor) has appropriately reflected the material change in the case Accounting Principles or the accounting practices in those financial statements and shall provide copies of such report to the Agent on a “hold harmless” basis with the consent of the Issuer) or that Obligor's Original Financial Statements (in auditors and where so required by the case of auditors, subject to the Agent entering into an Obligor other than engagement with the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)auditors. Any reference in this Agreement (other than in Clause 23.10 (Reporting obligations in respect of a Listed Entity)) to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Financial Model or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer Company shall procure that the Monthly Financial Statements include a balance sheet, profit and loss account and cashflow statement and is accompanied by a statement by the directors of the Company commenting on the performance of the Group for the month to which the financial statements relate and any material developments or proposals affecting the Group or its business. (d) The Company shall be entitled to extend or reduce a Financial Year by up to one week in respect of such Financial Year from time to time solely for the purposes of aligning (as closely as possible) the end of that Financial Year with 31 December. (e) The Company in its sole discretion may satisfy its obligations under Clause 23.1 (Financial statements) by delivering financial statements consolidated at the level of any Holding Company of the Company (as determined at the discretion of the Company), provided that, if requested by the Majority Noteholders, the Company shall as soon as reasonably practicable following such request deliver details of any material adjustments that would be required for the applicable Relevant Period to exclude the results of each person which is consolidated in such financial statements but is not a member of the Group. (f) If the Company notifies the Agent of a change in accordance with paragraph (b)(iii) above, the Company and the Agent (acting on the instructions of the Majority Noteholders) shall enter into negotiations in good faith with a view to agreeing any amendments to this Agreement which are necessary as a result of the change. These amendments will be such as to ensure that the change does not result in any material alteration in the commercial effect of the obligations contained 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. (g) Whilst an Event of Default is continuing and the Majority Noteholders have reasonable grounds to believe that the financial information provided pursuant to this Agreement is incorrect, if the Agent (acting on the instructions of the Majority Noteholders) wishes to discuss the financial position of any member of the Restricted Group with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent promptly wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of any change the Company but subject to the Issuer’s AuditorsAgent (acting on the instructions of the Majority Noteholders) entering into an engagement with the auditors): (i) to discuss the financial position of each member of the Restricted Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer Company shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Quarterly Financial Statements and Quarterly Monthly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;. In addition the Company shall procure that: (i) each set of Annual Financial Statements shall be audited by the Auditors; and (ii) each set of its Annual Monthly Financial Statements is audited accompanied by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors Chief Financial Officer of the Issuer Company commenting on the performance of the Group for the Financial Quarter month to which the financial statements relate and the Financial Year to date, date and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companybusiness. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) be certified by a managing director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case prior to completion of consolidated financial statements a Qualifying IPO, each set of the Group, Company’s Annual Financial Statements (commencing with the Annual Financial Statements for the financial year ending 31 December 2010) and Quarterly Financial Statements shall be accompanied by a statement by the directors of the Issuer Company comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the IssuerCompany, in the preparation of its Original Financial Statements and the Base Case ModelBusiness Plan; and (B) in the case of any other Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(C) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model Company’s Original Financial Statements and the Business Plan or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(D) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in those financial statements the Company’s Original Financial Statements and the Base Case Model Business Plan (in the case of the IssuerCompany) or that Obligor's ’s Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC MergecoObligor). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Business Plan or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Company, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of any change the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Issuer’s AuditorsAgent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer shall procure that: Subject to paragraph (ie) below, each set of Annual Financial Statements, Semi-Annual Quarterly Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each set of financial statements delivered pursuant to Clause 25.3 18.1 (Financial statementsStatements) (other than under paragraph (a)(ii) and (a)(iii): (i) shall be: in the case of such statements of the Group (Aother than Monthly Financial Statements) be certified by a director of the Issuer or relevant Group Company company (as applicablewithout personal liability) as fairly presenting its financial condition and operations as at the end of date as at which, and for the period in relation to which which, those financial statements Financial Statements were drawn up; and (B) up subject, in the case of the Annual Quarterly Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statementsyear end adjustments; (ii) shall (other than in the case of consolidated financial statements of the Group, shall Monthly Financial Statements) be accompanied by a statement by the directors a member of Senior Management of the Issuer comparing actual Borrower commenting on the performance of the Group for the period to which the financial statements Financial Statements relate to: (A) and any material developments or proposals affecting the projected performance for that period set out in the BudgetGroup or its business; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) shall (other than in the case of the De-SPAC Mergeco, shall Monthly Financial Statements) be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting PrinciplesGAAP, accounting practices and financial reference periods in each case in respect of financial statements relating to the Group consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Accounting Principles unless, in relation to any set of financial statementsFinancial Statements, the Issuer Borrower notifies the Bridge Facility Agent that there has been a of any change in the Accounting Principles or any respect to GAAP, the accounting practices or the financial reference periods and either such change is not material and does not impact upon compliance with any of the Issuer's Auditors financial covenants provided for at Clause 19 (Financial covenants) or, if appropriateit is material, the auditors or does impact upon compliance with any of the financial covenants provided for at Clause 19 (Financial covenants) the Borrower (or as the case may be the relevant Obligor or the De-SPAC MergecoObligor) deliver to the AgentBridge Facility Agent a statement (the "Reconciliation Statement") containing: 1(A) a description of any change necessary for those financial statements Financial Statements to reflect the Accounting Principles, accounting practices upon which and reference periods used as a basis for the Base Case Model or, as preparation of the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were preparedBusiness Plan; and 2(B) sufficient information, in form and substance as may be reasonably required by the AgentSenior Facility Agent under the Senior Facilities Agreement, to enable the Subscribers Lenders to determine whether Clause 26 19 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements Financial Statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any Business Plan, and any reference in this Agreement to any financial statements those Financial Statements shall be construed as in a reference to those financial statements Financial Statements as adjusted to reflect the basis upon Accounting Principles. (b) If the Borrower notifies the Bridge Facility Agent of a change in accordance with paragraph (a)(iii) above then the Borrower and Bridge Facility Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any alteration into 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 Base Case Modelchange does not result in either the Finance Parties or the Obligors being in a worse position in relation to their respective rights and obligations under Clause 19 (Financial covenants) than if the change had not been made, or, as and if any amendments are agreed they shall take effect and be binding on each of the case may be, Parties in accordance with their terms. With respect to any such negotiations and amendments the Original Financial Statements were preparedBorrower and the Bridge Facility Agent shall give due regard to any agreement reached with respect to the corresponding provisions of the Senior Facilities Agreement. (c) If no agreement is reached under paragraph (b) above on the required amendments to this Agreement, the Borrower shall: (i) (if a Reconciliation Statement is required by the Bridge Facility Agent under paragraph (a)(iii) above) ensure that each set of financial statements is accompanied by a Reconciliation Statement or, at the option of the Borrower provide financial statements prepared on the basis most recently agreed (in accordance with this Agreement); or (ii) instruct the auditors of the Borrower to determine any amendment to Clause 19.2 (Financial condition) and any other terms of this Agreement which those auditors (acting as experts and not as arbitrators) consider appropriate to ensure the change does not result in either the Finance Parties or the Obligors being in a worse position than if the change had not been made. Those amendments shall take effect when so determined by those auditors. The Issuer cost and expense of those auditors shall notify be for the account of the Borrower. (d) The Borrower shall procure that each set of Annual Financial Statements shall be audited by any of Deloitte & Touche, Ernst & Young, KPMG or PricewaterhouseCoopers or such other internationally recognised firm of independent auditors licensed to practice in the jurisdiction of incorporation of the relevant member of the Group as the Senior Facility Agent promptly of any change to the Issuer’s Auditorsmay approve (acting reasonably).

Requirements as to financial statements. (a) The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) statement for the Group. In addition the Borrower shall procure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) be certified by a director of the Issuer Borrower, Licensed Undertaking or relevant Group Material Company (as applicable) as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly presenting representing (in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent Borrower, Licensed Undertaking or relevant Group Material Company (as applicable) by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer Borrower in a form reasonably acceptable to the Agent comparing actual performance (including, without limitation, profit and loss and cashflow) for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iiiC) in the case of the De-SPAC Mergecoannual consolidated financial statements only, shall be prepared using the Accounting Principles, and in all other cases current final price determination published by OFWAT; (iii) shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that ObligorStatements, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Agent that there has been a change in the Accounting Principles or the accounting practices (including, for the avoidance of doubt, a change in accounting principles from GAAP to IFRS contemplated by the definition of Accounting Principles) and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of “Margin, ” and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Model or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify Agent may at any time: (i) upon the occurrence of a Default; (ii) if the Agent promptly reasonably believes that a Default is outstanding; or (iii) if the Agent reasonably believes that financial information delivered under this Agreement is incorrect or misleading, request that, at the expense of any change to the Issuer’s Borrower, additional comfort be obtained by the Borrower from the Auditors by means of agreed upon procedures as set out in a separate letter of engagement between the Borrower and the Auditors.

Requirements as to financial statements. (a) The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) . In addition the Borrower shall procure that each set of its Annual Financial Statements is of the Group or any IPO Entity in respect of any Qualifying Flotation shall be (in the case of Annual Financial Statements of the Group) audited by the Issuer's Auditors; (iii) each set auditors of the Parent’s Group (which auditors shall, in each case, be one of the Auditors) or (in the case of Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed of any IPO Entity in respect of any Qualifying Flotation) audited by the Issuer's Auditors; auditors of such IPO Entity (iv) which auditors shall, in each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors case, be one of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial QuarterAuditors); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer The Borrower shall procure that each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements) in respect of the Group, the WOFE Guarantor or any IPO Entity (in respect of any Qualifying IPO): (i) shall be: (A) be certified by a director of the Issuer Borrower as giving a true and fair view of (in the case of any Annual Financial Statements of the Group or relevant Group Company such IPO Entity) or fairly representing (as applicablein any other case) as fairly presenting its the consolidated financial condition and operations of the Group, the combined consolidated financial condition and operations of the WOFE Guarantor, or (as the case may be) the consolidated financial condition and operations of such IPO Entity, as at the end of and for during the applicable period in relation to which those such financial statements were drawn uprelate; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, applied in the preparation of the Base Case Model; and Financial Statements (B) in relation to the Group, the WOFE Guarantor or, as the case of any Obligormay be, in the preparation of the Original Financial Statements for that Obligor, such IPO Entity) unless, in relation to any set of financial statements, the Issuer Borrower notifies the Facility Agent that there has been a change in the Accounting Principles or the accounting practices applied in the preparation of such financial statements, and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor Group, the WOFE Guarantor or such IPO Entity (as applicable) (which auditors shall, in each case, be one of the De-SPAC MergecoAuditors) deliver to the Facility Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model Financial Statements (in relation to the Group, the WOFE Guarantor or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicablesuch IPO Entity) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Finance Parties to determine whether Clause 26 22.2 (Financial covenantscondition) has been complied with, with to determine the Margin as set out in the definition of Margin, Leverage for any purpose and to make an accurate comparison between the financial position indicated in (1) those financial statements and (2) the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in relating to the Group, the WOFE Guarantor or, as the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergecomay be, such IPO Entity). Any reference in this Agreement to any financial statements of (x) the Group, (y) the WOFE Guarantor or (z) any IPO Entity (in respect of any Qualifying Flotation) shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case ModelFinancial Statements of the Group, the WOFE Guarantor or, as the case may be, the Original Financial Statements such IPO Entity were prepared. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual WXAT Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) . In addition the Borrower shall procure that each set of its Annual Financial Statements is and each set of Annual WXAT Financial Statements shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance auditors of the Group for the Financial Quarter to or WXAT (as applicable) (which the financial statements relate and the Financial Year to dateauditors shall, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list in each case, be one of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating CompanyAuditors). (b) In addition, the Issuer The Borrower shall procure that each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors a director of the Issuer Borrower comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iiiii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of financial statements of the IssuerBorrower, in the preparation of the Borrower Base Case ModelFinancial Statements; and (B) in the case of any Obligorfinancial statements of WXAT, in the preparation of the Original Financial Statements for WXAT (except that Obligoreach set of the Annual WXAT Financial Statements shall be prepared on a consolidated basis in accordance with the Accounting Principles), unless, in relation to any set of financial statements, the Issuer Borrower notifies the Facility Agent that there has been a material change in the Accounting Principles or the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor Group or WXAT (as applicable) (which auditors shall, in each case, be one of the De-SPAC MergecoAuditors) deliver to the Facility Agent: 1(C) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Borrower Base Case Model Financial Statements or, as the case may be, that Obligor's or the De-SPAC MergecoWXAT’s (as applicable) Original Financial Statements were prepared; and 2(D) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Finance Parties to determine whether Clause 26 22.2 (Financial covenantscondition) has been complied with, to determine Material Companies, to determine Adjusted Leverage for any purpose, to determine compliance with the Margin as set out in the definition of Margin, Obligor Threshold Requirement and to make an accurate comparison between the financial position indicated in (1) those financial statements and (2) the Borrower Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than financial statements of the IssuerBorrower) or the De-SPAC MergecoWXAT’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were preparedof WXAT). (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) The Issuer Parent shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Quarterly Financial Statements and Quarterly Monthly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set statement provided that in respect of its Annual Financial Statements is audited by any periods ending on or prior to 30 June 2009 this shall only be required if reflected in the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance reporting practices of the Group for as of Closing. In addition the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer Parent shall procure that each set of the Parent's Annual Financial Statements shall be audited by the Auditors. (b) Each set of financial statements delivered by the Parent pursuant to Clause 25.3 22.1 (Financial statements) (other than under paragraph (a)(ii)): (i) shall be: (A) be certified on behalf of the Parent by a director of the Issuer Parent or relevant Group Company the Chief Financial Officer (as applicablein each case without personal liability) as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly presenting representing (in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer Parent comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) , in the case of the IssuerParent, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Parent notifies the Facility Agent that there has been a change in the Accounting Principles, a change of the Accounting Principles or to IFRS, the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver financial reference periods and it delivers to the Facility Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were was prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Lenders to determine whether Clause 26 23 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of "Margin", to determine the amount of any prepayments to be made from Excess Cashflow under Clause 9.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and IPO) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model Budget. (c) If the Parent notifies the Facility Agent of a change in accordance with paragraph (b)(iii) above or a change of its Financial Year end then the Parent and the 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 case commercial effect of any of the Issuerterms of this Agreement; and (ii) or if so, any amendments to this Agreement which may be necessary to ensure that Obligor's Original Financial Statements (the change does not result in any material alteration in the case commercial effect of an Obligor other than those terms; and (iii) any amendments to the Issuerfinancial covenant levels set out in Clause 23 (Financial Covenants) to preserve the then applicable headroom, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. If no such agreement is reached within 30 days of that notification of change, the Facility Agent shall (if so requested by the Majority Lenders) instruct the Auditors of the Parent or independent accountants (approved by the De-SPAC Mergeco’s Original Financial Statements (Parent or, in the absence of such approval within 5 days of request by the Facility Agent of such approval, a firm with recognised expertise) to determine any amendment to Clause 23.2 (Financial condition), the Margin computations set out in the definition of "Margin", the amount of any prepayments to be made from Excess Cashflow under Clause 9.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and IPO) and any other terms of this Agreement which the Auditors or, as the case may be, accountants (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material alteration in the commercial effect of the De-SPAC Mergeco)terms of this Agreement. Those amendments shall take effect when so determined by the Auditors, or as the case may be, accountants. The cost and expense of the Auditors or accountants shall be for the account of the Parent. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as Model was prepared save to the case may be, the Original Financial Statements were prepared. extent amendments have been made in accordance with paragraph (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditorsabove.

Requirements as to financial statements. (a) The Issuer shall procure that: Subject to paragraph (ie) below, each set of Annual Financial Statements, Semi-Annual Quarterly Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each set of financial statements delivered pursuant to Clause 25.3 23.1 (Financial statementsStatements) (other than under paragraph (a)(ii) and (a)(iii)): (i) shall be: in the case of such statements of the Group (Aother than Monthly Financial Statements) be certified by a director of the Issuer or relevant Group Company company (as applicablewithout personal liability) as fairly presenting its financial condition and operations as at the end of date as at which, and for the period in relation to which which, those financial statements Financial Statements were drawn up; and (B) up subject, in the case of the Annual Quarterly Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statementsyear end adjustments; (ii) shall (other than in the case of consolidated financial statements of the Group, shall Monthly Financial Statements) be accompanied by a statement by the directors a member of Senior Management of the Issuer comparing actual Company commenting on the performance of the Group for the period to which the financial statements Financial Statements relate to: (A) and any material developments or proposals affecting the projected performance for that period set out in the BudgetGroup or its business; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) shall (other than in the case of the De-SPAC Mergeco, shall Monthly Financial Statements) be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting PrinciplesGAAP, accounting practices and financial reference periods in each case in respect of financial statements relating to the Group consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Accounting Principles unless, in relation to any set of financial statementsFinancial Statements, the Issuer Company notifies the Facility Agent that there has been a of any change in the Accounting Principles or any respect to GAAP, the accounting practices or the financial reference periods and either such change is not material and does not impact upon the Issuer's Auditors manner provided in this Agreement for determining "Excess Cashflow", the "Margin" or compliance with any of the financial covenants provided for at Clause 24 (Financial covenants) or, if appropriateit is material, or does impact upon the manner provided in this Agreement for determining "Excess Cashflow", the auditors "Margin" or compliance with any of the financial covenants provided for at Clause 24 (Financial covenants) the Company (or as the case may be the relevant Obligor or the De-SPAC MergecoObligor) deliver to the AgentFacility Agent a statement (the "Reconciliation Statement") containing: 1(A) a description of any change necessary for those financial statements Financial Statements to reflect the Accounting Principles, accounting practices upon which and reference periods used as a basis for the Base Case Model or, as preparation of the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were preparedBusiness Plan; and 2(B) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Lenders to determine whether Clause 26 24 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, Margin and to determine the amount of any prepayments to be made from Excess Cashflow under Clause 11.10 (Excess cash) and to make an accurate comparison between the financial position indicated in those financial statements Financial Statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any Business Plan, and any reference in this Agreement to any financial statements those Financial Statements shall be construed as in a reference to those financial statements Financial Statements as adjusted to reflect the basis upon Accounting Principles. (b) If the Company notifies the Facility Agent of a change in accordance with paragraph (a)(iii) 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 alteration into 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 Base Case Modelchange does not result in either the Finance Parties or the Obligors being in a worse position in relation to the determination of the "Margin", ortheir respective rights and obligations under Clause 11.10 (Excess cash) and Clause 24 (Financial Covenants) than if the change had not been made, as and if any amendments are agreed they shall take effect and be binding on each of the case may be, the Original Financial Statements were preparedParties in accordance with their terms. (c) If no agreement is reached under paragraph (b) above on the required amendments to this Agreement, the Company shall: (i) (if a Reconciliation Statement is required by the Facility Agent under paragraph (a)(iii) above) ensure that each set of financial statements is accompanied by a Reconciliation Statement or, at the option of the Company provide financial statements prepared on the basis most recently agreed (in accordance with this Agreement); or (ii) instruct the auditors of the Company to determine any amendment to Clause 24.2 (Financial condition), the Margin computations set out in the definition of Margin, Clause 11.10 (Excess cash) and any other terms of this Agreement which those auditors (acting as experts and not as arbitrators) consider appropriate to ensure the change does not result in either the Finance Parties or the Obligors being in a worse position than if the change had not been made. Those amendments shall take effect when so determined by those auditors. The Issuer cost and expense of those auditors shall notify be for the account of the Company. (d) The Company shall procure that each set of Annual Financial Statements shall be audited by any of Deloitte & Touche, Ernst & Young, KPMG or PricewaterhouseCoopers or such other internationally recognised firm of independent auditors licensed to practice in the jurisdiction of incorporation of the relevant member of the Group as the Facility Agent promptly of any change to the Issuer’s Auditorsmay approve (acting reasonably).

Requirements as to financial statements. (a) The Issuer shall procure that: (i) each 20.3.1 Each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly delivered by the Original Borrower pursuant to Clause 20.1 (Financial statements) shall be certified by a director of the relevant company as fairly representing its financial condition as at the date as at which those Financial Statements includes a balance sheetwere drawn up. 20.3.2 The Original Borrower shall supply to the Facility Agent, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) with each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement delivered by the directors Original Borrower pursuant to Clause 20.1 (Financial statements), a certificate setting out a disclosure of the Issuer commenting on the performance year-to-date capital expenditure of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to datedistinguish in that disclosure between expansion capital expenditure, maintenance capital expenditure and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companyreserve development expenditure. (b) In addition, the Issuer 20.3.3 The Original Borrower shall procure that each set of financial statements Financial Statements delivered pursuant to Clause 25.3 20.1 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period is prepared in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using accordance with the Accounting Principles, and in all other cases . 20.3.4 The Original Borrower shall be procure that each set of Financial Statements of an Obligor delivered pursuant to Clause 20.1 (Financial statements) is prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligor, Obligor unless, in relation to any set of financial statementsFinancial Statements, the Issuer it notifies the Facility Agent that there has been a change in the Accounting Principles or Principles, the accounting practices or reference periods and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Facility Agent: 1) 20.3.4.1 a description of any change necessary for those financial statements Financial Statements to reflect the Accounting Principles, accounting practices and reference periods upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2) 20.3.4.2 sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Lenders to determine whether Clause 26 21.1 (Financial covenantscondition) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements Financial Statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements those Financial Statements shall be construed as a reference to those financial statements Financial Statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) The Issuer Parent shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Quarterly Financial Statements and Quarterly Monthly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set statement provided that in respect of its Annual Financial Statements is audited by any periods ending on or prior to 30 June 2009 this shall only be required if reflected in the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance reporting practices of the Group for as of Closing. In addition the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer Parent shall procure that each set of the Parent's Annual Financial Statements shall be audited by the Auditors. (b) Each set of financial statements delivered by the Parent pursuant to Clause 25.3 27.1 (Financial statements) (other than under paragraph (a)(ii)): (i) shall be: (A) be certified on behalf of the Parent by a director of the Issuer Parent or relevant Group Company the Chief Financial Officer (as applicablein each case without personal liability) as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly presenting representing (in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer Parent comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) , in the case of the IssuerParent, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Parent notifies the Facility Agent that there has been a change in the Accounting Principles, a change of the Accounting Principles or to IFRS, the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver financial reference periods and it delivers to the Facility Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were was prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Lenders to determine whether Clause 26 28 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of "Margin", to determine the amount of any prepayments to be made from Excess Cashflow under Clause 14.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and IPO) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model Budget. (c) If the Parent notifies the Facility Agent of a change in accordance with paragraph (b)(iii) above or a change of its Financial Year end then the Parent and the 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 case commercial effect of any of the Issuerterms of this Agreement; and (ii) or if so, any amendments to this Agreement which may be necessary to ensure that Obligor's Original Financial Statements (the change does not result in any material alteration in the case commercial effect of an Obligor other than those terms; and (iii) any amendments to the Issuerfinancial covenant levels set out in Clause 28 (Financial Covenants) to preserve the then applicable headroom, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. If no such agreement is reached within 30 days of that notification of change, the Facility Agent shall (if so requested by the Majority Lenders) instruct the Auditors of the Parent or independent accountants (approved by the De-SPAC Mergeco’s Original Financial Statements (Parent or, in the absence of such approval within 5 days of request by the Facility Agent of such approval, a firm with recognised expertise) to determine any amendment to Clause 28.2 (Financial condition), the Margin computations set out in the definition of "Margin", the amount of any prepayments to be made from Excess Cashflow under Clause 14.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and IPO) and any other terms of this Agreement which the Auditors or, as the case may be, accountants (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material alteration in the commercial effect of the De-SPAC Mergeco)terms of this Agreement. Those amendments shall take effect when so determined by the Auditors, or as the case may be, accountants. The cost and expense of the Auditors or accountants shall be for the account of the Parent. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as Model was prepared save to the case may be, the Original Financial Statements were prepared. extent amendments have been made in accordance with paragraph (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditorsabove.

Requirements as to financial statements. (a) The Issuer Parent shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) statement and that Monthly Financial Statements include a balance sheet and profit and loss account. In addition the Parent shall procure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 25.1 (Financial statements): (i) shall be: (A) be certified by a director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements;; and (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the IssuerParent, in the preparation of the Base Case ModelBusiness Plan; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer notifies the Priority Agent that there has been consented to a change in the Accounting Principles or the accounting practices and the Issuer's Auditors of the Parent (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Priority Agent: 1(C) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model Business Plan or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(D) sufficient information, in form and substance as may be reasonably required by the AgentAgents, to enable the Subscribers Lenders to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin as set out in the definition amount of Marginany prepayments to be made from excess cashflow under Clause 12.2 (Disposal, Insurance, Acquisition and Debt Proceeds and Excess Cashflow) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model Business Plan (in the case of the IssuerParent) or that Obligor's ’s Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC MergecoObligor). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Business Plan or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall Following the occurrence of a Default that is continuing, if an Agent wishes to discuss the financial position of any member of the BST Group with the Auditors, the relevant Agent may notify the Parent, stating the questions or issues which the relevant Agent promptly wishes to discuss with the Auditors. In this event, the Parent must ensure that the Auditors are authorised (at the expense of any change the Parent): (i) to discuss the financial position of the relevant member of the BST Group with the Agent on request from the relevant Agent; and (ii) to disclose to the Issuer’s Auditorsrelevant Agent for the Finance Parties any information which the relevant Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statementstatement as required by SAP in the case of each Regulated Insurance Entity and GAAP in the case of the Borrower and any Obligor that is not a Regulated Insurance Entity. In addition the Borrower shall procure that: (i) each set of Annual Financial Statements shall where required be audited by the Auditors; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for of the Issuer is accompanied byBorrower includes: (A) a cashflow forecast in respect of the Group relating to the twelve month period commencing at the end of the relevant Financial Quarter; and (B) a statement by the directors of the Issuer Borrower commenting on the performance of the Group for the Financial Quarter quarter to which the financial statements relate and the Financial Year to date, date and any material developments or material proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companybusiness. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 clause 21.2 (Financial statementsStatements): (i) shall be: (A) be certified by a director the Chief Financial Officer of the Issuer Group as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting its in other cases), the financial condition and operations of the relevant person or persons covered by those financial statements as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the GroupBorrower, shall be accompanied by a statement by the directors Chief Financial Officer of the Issuer Group comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) to the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that ObligorStatements, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 clause 22 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Agent receives a report from the Borrower’s Auditors pursuant to clause 21.4(b)(iii) above, the Majority Lenders (in consultation with the Borrower and the Auditors) may require such changes to the covenants set out in clause 22 (Financial Covenants) as are necessary solely to reflect the changes notified to them. (d) If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Borrower, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Borrower must ensure that the Auditors are authorised (at the expense of the Borrower): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; (ii) to verify any change financial information required by the Finance Documents to be provided to the Issuer’s AuditorsAgent; (iii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request; and (iv) to verify any figures required to calculate the financial covenants in clause 22 (Financial covenants).

Requirements as to financial statements. (a) The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual WXAT Financial Statements, Annual Holdco Financial Statements, Annual Borrower Financial Statements, Quarterly Financial Statements, Quarterly Holdco Financial Statements and Quarterly Borrower Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) . In addition the Borrower shall procure that each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) Statements, each set of Annual WXAT Financial Statements, each set of the Parent’s Annual Holdco Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) and each set of Quarterly the Annual Borrower Financial Statements for the Issuer is accompanied by: (A) a statement shall be audited by the directors auditors of the Issuer commenting on Group, WXAT, Holdco or the performance Borrower (as applicable) (which auditors shall, in each case, be one of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial QuarterAuditors); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer The Borrower shall procure that each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors a director of the Issuer Company comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iiiii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of financial statements of the IssuerCompany, in the preparation of the Company Base Case Model; andFinancial Statements; (B) in the case of any Obligorfinancial statements of WXAT, in the preparation of the Original Financial Statements for WXAT (except that Obligoreach set of the Annual WXAT Financial Statements shall be prepared on a consolidated basis in accordance with the Accounting Principles); (C) in the case of financial statements of Holdco, in the preparation of the Holdco Base Financial Statements; and (D) in the case of financial statements of the Borrower, in the preparation of the Borrower Base Financial Statements, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Facility Agent that there has been a material change in the Accounting Principles or the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor Group, WXAT, Holdco or the De-SPAC MergecoBorrower (as applicable) (which auditors shall, in each case, be one of the Auditors) deliver to the Facility Agent: 1(E) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Company Base Case Model Financial Statements, WXAT’s Original Financial Statements, Holdco Base Financial Statements or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Borrower Base Financial Statements were prepared; and 2(F) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Finance Parties to determine whether Clause 26 22.2 (Financial covenantscondition) has been complied with, to determine Material Companies, to determine Adjusted Leverage for any purpose, to determine compliance with the Margin as set out in the definition of Margin, Obligor Threshold Requirement and to make an accurate comparison between the financial position indicated in (1) those financial statements and (2) the Company Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than financial statements of the Issuer) or the De-SPAC MergecoBorrower), WXAT’s Original Financial Statements (in the case of financial statements of WXAT), the De-SPAC MergecoHoldco Base Financial Statements (in the case of financial statements of Holdco) or the Borrower Base Financial Statements (in the case of financial statements of the Borrower). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect For the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.purposes hereof:

Requirements as to financial statements. (a) The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Statements and Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;. In addition, the Borrower shall procure that: (i) each set of Annual Financial Statements shall be audited by the Auditors; and (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) includes a statement by the directors of the Issuer commenting on the performance cashflow forecast in respect of the Group for relating to the Financial Quarter to which six month period commencing at the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during end of the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating CompanyHalf Year. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 clause 19.2 (Financial statements): (i) shall be: (A) be certified by a director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements or management accounts were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors Auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Obligors' Agent notifies the Facility Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the Facility Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Lenders to determine whether Clause 26 clause 20 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements Statements. (in the case of an Obligor other than the Issuerc) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (cd) The Issuer shall If the Facility Agent wishes to discuss the financial position of any Group Company with the Auditors of that Group Company, the Facility Agent may notify the Obligors' Agent, stating the questions or issues which the Facility Agent promptly wishes to discuss with those Auditors. In this event, the Obligors' Agent must ensure that those Auditors are authorised (at the expense of any change the Obligors' Agent): (i) to discuss the financial position of the relevant Group Company with the Facility Agent on request from the Facility Agent; and (ii) to disclose to the Issuer’s AuditorsFacility Agent for the Finance Parties any information which the Facility Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer shall procure that: (i) each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement Each set of Financial Statements delivered by the directors Borrower pursuant to clause 17.1 (Financial Statements) shall be certified by a director of the Issuer commenting on Borrower as fairly representing the performance financial condition of the Borrower Group for or, as the case may be, of the Borrower as at the date as at which those Financial Quarter Statements were drawn up and shall be accompanied by a written confirmation from the Borrower to which the financial statements relate and Facility Agent certifying the Financial Year aggregate amount of all Indebtedness secured by all Encumbrances referred to in paragraph (B) of clause 19.3 (Negative pledge) as at such date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter);. (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer The Borrower shall procure that each set of financial statements Financial Statements delivered pursuant to Clause 25.3 clause 17.1 (Financial statements): (iStatements) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be is prepared using the Accounting Principles, Hong Kong GAAP and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statementsFinancial Statements, the Issuer it notifies the Agent that there has been a change in the Accounting Principles or Hong Kong GAAP, the accounting practices or reference periods and the Issuer's Auditors (or, if appropriate, the its auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the Agent: (1) a description of any change necessary for those financial statements Financial Statements to reflect the Accounting PrinciplesHong Kong GAAP, accounting practices and reference periods upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) its Original Financial Statements were prepared; and (2) in the case of the Financial Statements delivered pursuant to paragraphs (A) and (B) of clause 17.1 (Financial Statements) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 clause 18 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements Financial Statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements those Financial Statements shall be construed as a reference to those financial statements Financial Statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (cC) The Issuer Borrower shall notify only appoint and retain as its auditors KPMG or any other internationally recognised firm of accountants. (D) The Borrower shall, at the same time as it delivers its annual or semi-annual Financial Statements, deliver to the Agent promptly of any change to the Issuer’s Auditorsa Compliance Certificate.

Requirements as to financial statements. (a) The Issuer Company shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) . In addition the Company shall procure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) be certified by a managing director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in the case of Quarterly Financial Statements), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements;; and (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the IssuerCompany, in the preparation of its Original Financial Statements and the Base Case ModelBusiness Plan; and (B) in the case of any other Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(C) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model Company’s Original Financial Statements and the Business Plan or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(D) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenantsCovenant) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements the Company’s Original Financial Statements and the Base Case Model Business Plan (in the case of the IssuerCompany) or that Obligor's ’s Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC MergecoObligor). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Business Plan or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Company, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of any change the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the IssuerAgent for the Finance Parties any information which the Agent may reasonably request. (d) At any time that any of the Company’s Auditorssubsidiaries are Unrestricted Subsidiaries (as defined in Schedule 15 (New York Law Undertakings)) then the Annual Financial Statements and Quarterly Financial Statements shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries (as defined in Schedule 15 (New York Law Undertakings)) of the Company.

Requirements as to financial statements. (ai) The Issuer Parent shall procure that each set of the financial statements delivered pursuant to Sections 5.1(a) and 5.1(b) includes a balance sheet, income statement and (in the case of consolidated Group accounts) a cash flow statement. In addition, Parent shall procure that: (iA) each set of Annual Financial Statements, Semi-Annual Financial Statements annual financial statements shall be audited by the Auditors (which report shall be unqualified as to going concern and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statementscope of audit); (iiB) each set of its Annual Financial Statements is audited by quarterly financial statements includes a cash flow forecast in respect of the Issuer's Auditors;Group relating to the 12-month period at the end of the relevant Fiscal Quarter or Fiscal Quarters; and (iiiC) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer quarterly financial statements is accompanied by: (A) by a statement by the directors of the Issuer Parent commenting on the performance of the Group for the Financial Fiscal Quarter to which the financial statements relate and the Financial Year performance compared to date, the annual budget for such period and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companybusiness. (bii) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 (Financial statementsSections 5.1(a) and 5.1(b): (i) shall be: (A) shall be certified by an Authorized Officer of Parent as giving a director true and fair view of (in the Issuer case of annual financial statements for any Fiscal Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at of the end of dates and for the period periods to which they relate and, in the case of the audited annual financial statements, and a copy of any “letter to management” addressed to the management of the relevant company by the Auditors in relation to which those audited annual financial statements were drawn up; andshall also be provided to Term Administrative Agent in sufficient copies for Revolving Facility Administrative Agent and Lenders, when received by such company; (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent consolidated quarterly financial statements or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated annual financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing in comparative form setting forth actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) relate, to the actual performance for the corresponding period in the preceding Financial Fiscal Year of the Group, and: (iiiC) in the case of the De-SPAC Mergeco, shall be prepared using in accordance with the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Principles unless, in relation to any set of financial statements, the Issuer Parent notifies the Term Administrative Agent that there has been a material change in the Accounting Principles or the accounting practices and the Issuer's Auditors delivers to Term Administrative Agent (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver for delivery to the Agent:Revolving Facility Administrative Agent and Lenders): (1) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Financial Model or, as the case may be, that Obligor's or the De-SPAC MergecoCredit Party’s (as applicable) Original Historical Financial Statements were prepared; and (2) sufficient information, in form and substance as may be reasonably required by the Term Administrative Agent, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and Lenders to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Financial Model (in the case of the IssuerBorrower) or that Obligor's Original Credit Party’s Historical Financial Statements (in the case of an Obligor a Credit Party other than Borrower). Parent shall, at the Issuerrequest of Term Administrative Agent, authorize the Auditors (at the expense of Parent) to prepare a report addressed to Borrower confirming that Parent (or any other Credit Party) has appropriately reflected the material change in the Accounting Principles or the De-SPAC Mergeco’s Original Financial Statements accounting practices in those financial statements and shall provide copies of such report to Term Administrative Agent (in for delivery to Revolving Facility Administrative Agent and Lenders) on a “hold harmless” basis with the case consent of the De-SPAC Mergeco)Auditors and where so required by the Auditors, subject to Term Administrative Agent entering into an engagement with the Auditors. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Financial Model or, as the case may be, the Original Historical Financial Statements were prepared. (ciii) The Issuer If Parent notifies Term Administrative Agent of a change in accordance with clause (ii)(C) above, Parent, Term Administrative Agent (acting on the instructions of the Requisite Term Loan Lenders) and Revolving Facility Administrative Agent (acting on the instructions of the Requisite Revolving Lenders) shall notify enter into negotiations in good faith with a view to agreeing any amendments to this Agreement which are necessary as a result of the Agent promptly change. These amendments will be such as to ensure that the change does not result in any material alteration in the commercial effect of the obligations contained in this Agreement. If any change amendments are agreed, they shall take effect and be binding on each of the parties hereto in accordance with their terms. (iv) [Reserved]. (v) Notwithstanding the foregoing, the obligations in Section 5.1(b) may be satisfied with respect to financial information of the IssuerGroup by furnishing Parent’s AuditorsForm 20-F filed with the SEC.

Requirements as to financial statements. (ai) The Issuer Parent shall procure that each set of the financial statements delivered pursuant to Sections 5.1(a) and 5.1(b) includes a balance sheet, income statement and (in the case of consolidated Group accounts) a cash flow statement. In addition, Parent shall procure that: (iA) each set of Annual Financial Statements, Semi-Annual Financial Statements annual financial statements shall be audited by the Auditors (which report shall be unqualified as to going concern and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statementscope of audit); (iiB) each set of its Annual Financial Statements is audited by quarterly financial statements includes a cash flow forecast in respect of the Issuer's Auditors;Group relating to the 12-month period at the end of the relevant Fiscal Quarter or Fiscal Quarters; and (iiiC) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer quarterly financial statements is accompanied by: (A) by a statement by the directors of the Issuer Parent commenting on the performance of the Group for the Financial Fiscal Quarter to which the financial statements relate and the Financial Year performance compared to date, the annual budget for such period and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companybusiness. (bii) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 (Financial statementsSections 5.1(a) and 5.1(b): (i) shall be: (A) shall be certified by an Authorized Officer of Parent as giving a director true and fair view of (in the Issuer case of annual financial statements for any Fiscal Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and, in the case of the audited annual financial statements, and a copy of any “letter to management” addressed to the management of the relevant company by the Auditors in relation to those audited annual financial statements shall also be provided to Term Administrative Agent in sufficient copies for Revolving Facility Administrative Agent and Lenders, when received by such company; (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent consolidated quarterly financial statements or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated annual financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing in comparative form setting forth actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) relate, to the actual performance for the corresponding period in the preceding Financial Fiscal Year of the Group, and: (iiiC) in the case of the De-SPAC Mergeco, shall be prepared using in accordance with the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Principles unless, in relation to any set of financial statements, the Issuer Parent notifies the Term Administrative Agent that there has been a material change in the Accounting Principles or the accounting practices and the Issuer's Auditors delivers to Term Administrative Agent (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver for delivery to the Agent:Revolving Facility Administrative Agent and Lenders): (1) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Financial Model or, as the case may be, that Obligor's or the De-SPAC MergecoCredit Party’s (as applicable) Original Historical Financial Statements were prepared; and (2) sufficient information, in form and substance as may be reasonably required by the Term Administrative Agent, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and Lenders to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Financial Model (in the case of the IssuerBorrower) or that Obligor's Original Credit Party’s Historical Financial Statements (in the case of an Obligor a Credit Party other than Borrower). Parent shall, at the Issuerrequest of Term Administrative Agent, authorize the Auditors (at the expense of Parent) to prepare a report addressed to Borrower confirming that Parent (or any other Credit Party) has appropriately reflected the material change in the Accounting Principles or the De-SPAC Mergeco’s Original Financial Statements accounting practices in those financial statements and shall provide copies of such report to Term Administrative Agent (in for delivery to Revolving Facility Administrative Agent and Lenders) on a “hold harmless” basis with the case consent of the De-SPAC Mergeco)Auditors and where so required by the Auditors, subject to Term Administrative Agent entering into an engagement with the Auditors. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Financial Model or, as the case may be, the Original Historical Financial Statements were prepared. (ciii) The Issuer If Parent notifies Term Administrative Agent of a change in accordance with clause (ii)(C) above, Parent, Term Administrative Agent (acting on the instructions of the Requisite Term Loan Lenders) and Revolving Facility Administrative Agent (acting on the instructions of the Requisite Revolving Lenders) shall notify enter into negotiations in good faith with a view to agreeing any amendments to this Agreement which are necessary as a result of the Agent promptly change. These amendments will be such as to ensure that the change does not result in any material alteration in the commercial effect of the obligations contained in this Agreement. If any change amendments are agreed, they shall take effect and be binding on each of the parties hereto in accordance with their terms. (iv) [Reserved]. (v) Notwithstanding the foregoing, the obligations in Section 5.1(b) may be satisfied with respect to financial information of the IssuerGroup by furnishing Parent’s AuditorsForm 20-F filed with the SEC.

Requirements as to financial statements. (a) The Issuer Each set of financial statements delivered by the Company pursuant to Clause 21.1(a) shall procure that:be audited and certified without material qualification by an internationally recognised firm of independent auditors approved by the Facility Agent. (ib) each Each set of Annual financial statements delivered by the Company pursuant to Clause 21.1 (Financial Statements) shall be certified by two directors or, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheetas the case may be, profit and loss account and cashflow statement;two members of the management board of the Company or relevant Obligor as fairly representing its financial condition as at the date as at which those financial statements were drawn up. (iic) each Each set of its Annual Financial Statements is audited financial statements delivered by the Issuer's Auditors; (iiiCompany pursuant to Clause 21.1(b) each set shall be in such form as the Facility Agent may reasonably require and shall include a comparison of actual performance with the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed performance projected by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements relevant Budget for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter period to which the those financial statements relate relate, as well as a comparison with the preceding year, and the Financial Year to date, shall provide management commentary explaining any differences in such performance and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companybusiness. (bd) In addition, the Issuer shall procure The Company will ensure that each set of financial statements delivered by it pursuant to Clause 25.3 21.1 (Financial statements): (iStatements) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be is prepared using the Accounting Principles, IAS and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, applied in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer it notifies the Facility Agent that there has such financial statements have been prepared on a different basis as a result of a change in accounting principles and its auditors (being an internationally recognised firm of independent auditors approved by the Accounting Principles or the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC MergecoFacility Agent) deliver to the Facility Agent: 1(i) a description of any change necessary for those financial statements to reflect the Accounting PrinciplesIAS, accounting practices and reference periods upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenantsCovenants) has been complied with, with and to determine establish any of the Margin as set out other matters referred to in the definition of Margin, Clause 21.2 (Compliance Certificate) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (ce) The Issuer If the Company notifies the Facility Agent of a change in accordance with paragraph (d) above then the Company and Agent shall notify enter into negotiations in good faith with a view to agreeing: (i) whether or not the Agent promptly 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 to does not result in any material alteration in the Issuer’s Auditorscommercial 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. (a) The Issuer Parent shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;. In addition, the Parent shall procure that: (i) each set of Annual Financial Statements shall where required be audited by the Auditors; and (ii) each set of its Annual Quarterly Financial Statements is audited accompanied by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance cash distribution schedule in respect of the Group for relating to the Financial Quarter to which twelve month period commencing at the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during end of the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 clause 22.2 (Financial statementsStatements): (i) shall be: (A) be certified by a director the Chief Financial Officer of the Issuer Parent as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting its in other cases), the financial condition and operations of the relevant person or persons covered by those financial statements as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors Chief Financial Officer of the Issuer Parent comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligorof the Obligor or other member of the Group concerned, unless, in relation to any set of financial statements, the Issuer Parent notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements of the Obligor or other member of the Group concerned were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 clause 23 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Obligor or other member of the Group concerned. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify If the Agent promptly of any change receives a report from the Parent’s Auditors pursuant to clause 22.4(b)(iii) above, the Majority Lenders (in consultation with the Parent and the Auditors) may require such changes to the Issuer’s Auditorscovenants set out in clause 23 (Financial covenants) as are necessary solely to reflect the changes notified to them.

Requirements as to financial statements. (a) The Issuer Company shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow cash flow statement; (ii) . In addition the Company shall procure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) be certified by a director of the Issuer relevant company as giving a true and fair view of (in the case of audited Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer Startek comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the IssuerCompany, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Agent: 1) I. a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2) II. sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, to determine the amount of any prepayments to be made from excess cash flow under Clause 8.2 (Disposal, Insurance Proceeds and Excess Cashflow) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the IssuerCompany) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC MergecoObligor). Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Model or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Agent wishes to discuss the financial position of any member of the Group with the Auditors on or after the occurrence of an Event of Default, the Agent may notify the Company, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of any change the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Issuer’s AuditorsAgent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer shall procure that: Subject to paragraph (ie) below, each set of Annual Financial Statements, Semi-Annual Quarterly Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each set of financial statements delivered pursuant to Clause 25.3 23.1 (Financial statementsStatements) (other than under paragraph (a)(ii) and (a)(iii)): (i) shall be: in the case of such statements of the Group (Aother than Monthly Financial Statements) be certified by a director of the Issuer or relevant Group Company company (as applicablewithout personal liability) as fairly presenting its financial condition and operations as at the end of date as at which, and for the period in relation to which which, those financial statements Financial Statements were drawn up; and (B) up subject, in the case of the Annual Quarterly Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statementsyear end adjustments; (ii) shall (other than in the case of consolidated financial statements of the Group, shall Monthly Financial Statements) be accompanied by a statement by the directors a member of Senior Management of the Issuer comparing actual Company commenting on the performance of the Group for the period to which the financial statements Financial Statements relate to: (A) and any material developments or proposals affecting the projected performance for that period set out in the BudgetGroup or its business; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) shall (other than in the case of the De-SPAC Mergeco, shall Monthly Financial Statements) be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting PrinciplesGAAP, accounting practices and financial reference periods in each case in respect of financial statements relating to the Group consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Accounting Principles unless, in relation to any set of financial statementsFinancial Statements, the Issuer Company notifies the Facility Agent that there has been a of any change in the Accounting Principles or any respect to GAAP, the accounting practices or the financial reference periods and either such change is not material and does not impact upon the Issuer's Auditors manner provided in this Agreement for determining “Excess Cashflow”, the “Margin” or compliance with any of the financial covenants provided for at Clause 24 (Financial covenants) or, if appropriateit is material, or does impact upon the manner provided in this Agreement for determining “Excess Cashflow”, the auditors “Margin” or compliance with any of the financial covenants provided for at Clause 24 (Financial covenants) the Company (or as the case may be the relevant Obligor or the De-SPAC MergecoObligor) deliver to the AgentFacility Agent a statement (the “Reconciliation Statement”) containing: 1(A) a description of any change necessary for those financial statements Financial Statements to reflect the Accounting Principles, accounting practices upon which and reference periods used as a basis for the Base Case Model or, as preparation of the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were preparedBusiness Plan; and 2(B) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Lenders to determine whether Clause 26 24 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, Margin and to determine the amount of any prepayments to be made from Excess Cashflow under Clause 11.10 (Excess cash) and to make an accurate comparison between the financial position indicated in those financial statements Financial Statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any Business Plan, and any reference in this Agreement to any financial statements those Financial Statements shall be construed as in a reference to those financial statements Financial Statements as adjusted to reflect the basis upon Accounting Principles. (b) If the Company notifies the Facility Agent of a change in accordance with paragraph (a)(iii) 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 alteration into 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 Base Case Modelchange does not result in either the Finance Parties or the Obligors being in a worse position in relation to the determination of the “Margin”, ortheir respective rights and obligations under Clause 11.10 (Excess cash) and Clause 24 (Financial Covenants) than if the change had not been made, as and if any amendments are agreed they shall take effect and be binding on each of the case may be, the Original Financial Statements were preparedParties in accordance with their terms. (c) If no agreement is reached under paragraph (b) above on the required amendments to this Agreement, the Company shall: (i) (if a Reconciliation Statement is required by the Facility Agent under paragraph (a)(iii) above) ensure that each set of financial statements is accompanied by a Reconciliation Statement or, at the option of the Company provide financial statements prepared on the basis most recently agreed (in accordance with this Agreement); or (ii) instruct the auditors of the Company to determine any amendment to Clause 24.2 (Financial condition), the Margin computations set out in the definition of Margin, Clause 11.10 (Excess cash) and any other terms of this Agreement which those auditors (acting as experts and not as arbitrators) consider appropriate to ensure the change does not result in either the Finance Parties or the Obligors being in a worse position than if the change had not been made. Those amendments shall take effect when so determined by those auditors. The Issuer cost and expense of those auditors shall notify be for the account of the Company. (d) The Company shall procure that each set of Annual Financial Statements shall be audited by any of Deloitte & Touche, Ernst & Young, KPMG or PricewaterhouseCoopers or such other internationally recognised firm of independent auditors licensed to practice in the jurisdiction of incorporation of the relevant member of the Group as the Facility Agent promptly may approve (acting reasonably). (e) Subject to paragraph (f) below, the Company shall procure that each set of any change Quarterly Financial Statements and Monthly Financial Statements shall be in an agreed form or otherwise in a form reasonably acceptable to the Issuer’s AuditorsFacility Agent and include a balance sheet, profit and loss account and cashflow statement. (f) Prior to the date falling 6 Months after the Closing Date, any financial statements or accounts required to be delivered under this Agreement may be in a form consistent with the reporting practices of the Target Group for the relevant period as at the Closing Date or, in respect of monthly financial statements, such monthly information as may be available, to include if available, the following information: (i) gross debt for the relevant monthly reporting period; (ii) net debt for the relevant monthly reporting period; (iii) EBITDA for the relevant monthly reporting period; and (iv) sales for the relevant monthly reporting period.

Requirements as to financial statements. (a) The Issuer shall procure that: (i) each Each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited financial statements delivered by the Issuer's Auditors; Borrower pursuant to Clause 20.1 (iiiFinancial statements) each set shall be certified by one (1) director of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by Borrower as giving a true and fair view of (in the Issuer's Auditors; (iv) each set case of Quarterly annual Financial Statements for any financial year), or fairly representing (in other cases), the Issuer is accompanied by: financial condition and operations (Aconsolidated where applicable) a statement by the directors of the Issuer commenting on relevant companies as at the performance of the Group for the Financial Quarter to date as at which the those financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companywere drawn up. (b) In addition, the Issuer The Borrower shall procure that each set of financial statements delivered pursuant to Clause 25.3 20.1 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be is prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting PrinciplesApplicable GAAP, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, applied in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the relevant Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer (i) it notifies the Facility Agent that there has been a change in the Accounting Principles or the such Applicable GAAP, accounting practices or reference periods; and the Issuer's Auditors (or, if appropriate, the auditors of ii) the relevant Obligor or the De-SPAC Mergeco) Auditors deliver to the Agent: 1) Facility Agent a description of any change necessary for those financial statements to reflect the Accounting Principlessuch Applicable GAAP, accounting practices or reference periods upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) relevant Original Financial Statements were prepared; and 2. For the purposes of this Agreement, any change in the Applicable GAAP made in accordance with this paragraph (b) sufficient information, in form and substance as may be reasonably required by shall apply to the Agent, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin definition of Applicable GAAP as set out at Clause 1.1 (Definitions) at any time following such change (and until any subsequent change in the definition of Margin, and to make an accurate comparison between the financial position indicated Applicable GAAP in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergecoaccordance with this Clause 20.3). Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Facility Agent wishes to discuss the financial position of any Group Member with the relevant Auditors, the Facility Agent may notify the Borrower, stating the questions or issues which the Facility Agent promptly wishes to discuss with the Auditors. In this event, the Borrower must ensure that such Auditors are authorised (at the expense of any change the Borrower): (i) to discuss the financial position of that Group Member with the Facility Agent with respect to such questions and issues; and (ii) to disclose to the Issuer’s AuditorsFacility Agent any information which the Facility Agent may reasonably request with respect to such questions and issues.

Requirements as to financial statements. (a) The Issuer Borrower shall procure that: (i) ensure that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) . In addition, the Borrower shall ensure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 (Financial statements): Section 5.01 (i) shall be: (A) be certified by a director an authorized officer of the Issuer or relevant Group Company (company as applicable) as fairly presenting fairly, in accordance with applicable accounting standards, its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn upprepared; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements (annual and quarterly) of the Group, shall be accompanied by a statement by the directors management of the Issuer Borrower; comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) to the actual performance for the corresponding period in the preceding Financial Fiscal Year of the Group, and ; and (iii) in the case of the De-SPAC MergecoBorrower, shall be prepared using the Accounting Principles, in accordance with IFRS and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, applied in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Facility Agent that there has been a change in the Accounting Principles IFRS or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the Agent: 1Facility Agent (x) a description of any change necessary for those financial statements to reflect the Accounting Principles, IFRS or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were was prepared; and 2and (y) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Subscribers Lenders to determine whether Clause 26 (Financial covenants) Section 6.02 has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Model. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were Model was prepared. (c) The Issuer shall If the Facility Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Facility Agent may notify the Borrower, stating the questions or issues which the Facility Agent promptly wishes to discuss with the Auditors. In this event, the Borrower must authorize the Auditors (at the reasonable expense of any change the Borrower) (i) to discuss the financial position of each member of the Group with the Facility Agent on request from the Facility Agent; and (ii) to disclose to the Issuer’s AuditorsFacility Agent for the Finance Parties any information which the Facility Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer shall procure that: (i) Borrower shall procure that each set of Annual Financial Statements, Semi-its Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;. (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 (Financial statementsSection 5.01(a): (i1) shall be: (A) be certified by a director of the Issuer or relevant Group Company (as applicable) Responsible Officer as fairly presenting presenting, in all material respects its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to a report from the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B2) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting PrinciplesGAAP, and in all other cases shall be prepared using the Accounting Principles, further accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligorand Borrower’s Business Plan, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Agent CME Credit Guarantor that there has been a change in the Accounting Principles GAAP or the accounting practices and the Issuer's Auditors (orit and, if appropriaterequested by CME Credit Guarantor and subject to sub-paragraph (iii) below, the auditors of the relevant Obligor or the De-SPAC Mergeco) its Auditors deliver to the Agent: 1CME Credit Guarantor: (A) a description of any change necessary for those financial statements to reflect the Accounting Principles, GAAP or accounting practices upon which the Base Case Model Borrower’s Business Plan or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) relevant Original Financial Statements were prepared; and 2prepared and (B) sufficient information, in form and substance as may be reasonably required by the AgentCME Credit Guarantor, to enable the Subscribers CME Credit Guarantor to determine whether Clause 26 (Financial covenants) Section 5.04 has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Borrower’s Business Plan and/or Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Borrower’s Business Plan or, as the case may be, the Original Financial Statements were prepared. (ciii) The Issuer shall Any requirement for the Auditors of Borrower to deliver the information required to be delivered under sub-paragraphs (ii)(1) and (ii)(2) above and sub-paragraph (iv) below will be subject to CME Credit Guarantor agreeing to any necessary hold harmless or other similar letters with them. (iv) If an Event of Default is continuing, CME Credit Guarantor may notify Borrower that it wishes to discuss the Agent promptly financial position of the Guarantee Reimbursement Amount with the Auditors and stating the questions or issues that CME Credit Guarantor wishes to discuss. In this event, Borrower must ensure that the Auditors are authorized (at the expense of Borrower): (1) to discuss the financial position of the relevant Reimbursement Party with CME Credit Guarantor on request from CME Credit Guarantor; and (2) to disclose to CME Credit Guarantor any change to the Issuer’s Auditorsinformation which CME Credit Guarantor may reasonably request.

Requirements as to financial statements. (a) The Issuer HoldCo2 shall procure that: (i) ensure that each set of Annual Financial Statements, Semi-Annual Quarterly Financial Statements and Quarterly Monthly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition HoldCo2 shall ensure that: (i) each set of Annual Financial Statements shall be audited by the Auditors; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) includes a statement by the directors of the Issuer commenting on the performance cashflow forecast in respect of the Group for relating to the Financial Quarter to which three month period commencing at the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during end of the relevant Financial Quarter); (B) a list Quarter and details of the contact details (name; position; email address; telephone number) Capital Expenditure usage for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly that Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company.Quarter; (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 21.1 (Financial statements): (i) shall be: (A) be certified by a director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer HoldCo2 comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, applied in the preparation of the Base Case Model; and (B) in the case of any Obligor, Model and in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer HoldCo2 notifies the Agent that there has been a change in the Accounting Principles or the accounting practices or reference periods (including any change to a financial year end date in accordance with Clause 21.6 (Year-end)) and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of that member of the relevant Obligor or the De-SPAC MergecoGroup) deliver to the Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or member of the De-SPAC MergecoGroup’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 22 (Financial covenants) has been complied with, to determine the Margin as set out in the definition amount of Marginany prepayments to be made from excess cashflow under Clause 9.3 (Mandatory Prepayment – Disposal, Insurance, Acquisition Proceeds and IPO Proceeds and Excess Cashflow) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in and the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Model or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify If a Default is continuing and the Agent promptly wishes to discuss the financial position of any change Obligor or any member of the Group with the Auditors, the Agent may notify HoldCo2, stating the questions or issues which the Agent wishes to discuss with the Auditors. In this event, HoldCo2 must ensure that the Auditors are authorised (at the expense of HoldCo2): (i) to discuss the financial position of each Obligor and each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Issuer’s AuditorsAgent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer Facility Guarantor shall procure that each set of the Facility Guarantor's Annual Financial Statements and the Facility Guarantor's Quarterly Financial Statements includes a profit and loss account, a balance sheet and a cash flow statement and that, in addition each set of the Facility Guarantor's Annual Financial Statements shall be audited by the Auditors. (b) The Borrower and each Upstream Guarantor shall procure that the Borrower's and Upstream Guarantor's Management Accounts includes a profit and loss account for each Ship. (c) Each set of the Facility Guarantor's Annual Financial Statements, the Facility Guarantor's Quarterly Financial Statements and the Borrower and Upstream Guarantor's Quarterly Management Accounts shall be supplemented, to the extent required by GAAP, by up to date details of any time-charter hire commitments and all off balance sheet commitments. (d) Each set of financial statements delivered pursuant to Clause 18.1 (Financial statements) shall: (i) each set accurately and fairly represent the financial condition, result of Annual Financial Statementsoperations and cash flows of the Facility Guarantor, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;be prepared in accordance with GAAP; and (ii) each set in the case of its Annual Financial Statements is annual audited by financial statements, not be the Issuer's subject of any qualification in the Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company' opinion. (be) In addition, the Issuer The Facility Guarantor shall procure that each set of financial statements delivered pursuant to Clause 25.3 18.1 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the Agent: 1) a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) The Issuer shall procure that: (i) each Each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited financial statements delivered by the Issuer's Auditors; Borrower pursuant to Clause 19.1 (iiiFinancial statements) each set shall be certified by a director or senior officer of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by relevant company as fairly representing its financial condition as at the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to date as at which the those financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companywere drawn up. (b) In additionSubject to paragraph (c) below, the Issuer Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 25.3 19.1 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be is prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting PrinciplesGAAP, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligor, Obligor unless, in relation to any set of financial statements, the Issuer it notifies the Agent that there has been a change in the Accounting Principles or GAAP, the accounting practices (which includes any change to IFRS-based reporting contemplated in paragraph (c) below) or reference periods and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) it shall deliver to the Agent: 1(i) a description of any change necessary for those financial statements to reflect the Accounting PrinciplesGAAP, accounting practices and reference periods upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 20 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify Borrower has informed the Agent that, at a date to be agreed, financial statements of each Obligor and the Group will be required to be prepared using IFRS. If such change results in a change in the method of calculation of financial covenants, standards, or terms applicable to any Obligor found in this Agreement or any other Finance Document, the Parties hereto agree promptly to enter into negotiations in order to amend such financial covenants, standards or terms so as to reflect equitably such changes with the desired result that the evaluations of any change such Obligor’s financial condition shall be the same after such changes as if such changes had not been made; provided, however, that until the Majority Lenders have given their consent to such amendments, each Obligor’s financial condition shall continue to be evaluated on the Issuersame principles as those used in the preparation of the Obligor’s AuditorsOriginal Financial Statements.

Requirements as to financial statements. (a) The Issuer shall procure that: Subject to paragraph (ie) below, each set of Annual Financial Statements, Semi-Annual Quarterly Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each set of financial statements delivered pursuant to Clause 25.3 18.1 (Financial statementsStatements) other than under paragraphs (a)(ii) and (a)(iii): (i) shall be: in the case of such statements of the Group (Aother than Monthly Financial Statements) be certified by a director of the Issuer or relevant Group Company company (as applicablewithout personal liability) as fairly presenting its financial condition and operations as at the end of date as at which, and for the period in relation to which which, those financial statements Financial Statements were drawn up; and (B) up subject, in the case of the Annual Quarterly Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statementsyear end adjustments; (ii) in the case of consolidated financial statements of the Group, shall (other than Monthly Financial Statements) be accompanied by a statement by the directors a member of Senior Management of the Issuer comparing actual Company commenting on the performance of the Group for the period to which the financial statements Financial Statements relate to: (A) and any material developments or proposals affecting the projected performance for that period set out in the BudgetGroup or its business; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) shall (other than in the case of the De-SPAC Mergeco, shall Monthly Financial Statements) be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting PrinciplesGAAP, accounting practices and financial reference periods in each case in respect of financial statements relating to the Group consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Accounting Principles unless, in relation to any set of financial statementsFinancial Statements, the Issuer Company notifies the PIK Facility Agent that there has been a of any change in the Accounting Principles or any respect to GAAP, the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) financial reference periods and such change is not material, deliver to the Agent: 1PIK Facility Agent a statement (the "Reconciliation Statement") containing a description of any change necessary for those financial statements Financial Statements to reflect the Accounting Principles, accounting practices upon which and reference periods used as a basis for the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers to determine whether Clause 26 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case preparation of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco). Any Business Plan and any reference in this Agreement to any financial statements those Financial Statements shall be construed as in a reference to those financial statements Financial Statements as adjusted to reflect the basis upon which Accounting Principles. (b) If the Base Case ModelCompany notifies the PIK Facility Agent of a change in accordance with paragraph (a)(iii) above then the Company and PIK Facility Agent shall enter into negotiations in good faith with a view to agreeing whether or not the change might result in any alteration into the commercial effect of any of the terms of this Agreement and, orif any amendments are agreed, as they shall take effect and be binding on each of the case may be, Parties in accordance with their terms. With respect to any such negotiations and amendments the Original Financial Statements were preparedCompany and the PIK Facility Agent shall give due regard to any agreement reached with respect to the corresponding provisions of the Senior Facilities Agreement. (c) If no agreement is reached under paragraph (b) above on the required amendments to this Agreement, the Company shall ensure that each set of financial statements is accompanied by a Reconciliation Statement (if a Reconciliation Statement is required by the PIK Facility Agent under paragraph (a)(iii) above). (d) The Issuer Company shall notify procure that each set of Annual Financial Statements shall be audited by any of Deloitte & Touche, Ernst & Young, KPMG or PricewaterhouseCoopers or such other internationally recognised firm of independent auditors licensed to practice in the jurisdiction of incorporation of the relevant member of the Group as the Senior Facility Agent promptly may approve (acting reasonably). (e) Subject to paragraph (f) below, the Company shall procure that each set of any change Quarterly Financial Statements and Monthly Financial Statements shall be in an agreed form or otherwise in a form reasonably acceptable to the Issuer’s AuditorsSenior Facility Agent and include a balance sheet, profit and loss account and cashflow statement. (f) Prior to the date falling 6 Months after the Closing Date, any financial statements or accounts required to be delivered under this Agreement may be in a form consistent with the reporting practices of the Target Group for the relevant period as at the Closing Date or, in respect of monthly financial statements, such monthly information as may be available, to include, if available, the following information: (i) gross debt for the relevant monthly reporting period; (ii) net debt for the relevant monthly reporting period; (iii) EBITDA for the relevant monthly reporting period; and (iv) sales for the relevant monthly reporting period.

Requirements as to financial statements. (a) The Issuer Company shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Half Yearly Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) . In addition the Company shall procure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 clause 22.1 (Financial statements): (i) shall be: (A) be certified by a director of the Issuer relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements;; and (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Company notifies the Facility Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Facility Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that ObligorOxxxxxx's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the AgentFacility Agent (acting on the Majority Lenders' instructions or in its sole discretion), to enable the Subscribers Lenders to determine whether Clause 26 clause 23 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that ObligorOxxxxxx's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If the Facility Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Facility Agent may notify the Company, stating the questions or issues which the Facility Agent promptly wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of any change the Company): (i) to discuss the financial position of each member of the Group with the Facility Agent on request from the Facility Agent; and (ii) to disclose to the Issuer’s AuditorsFacility Agent for the Finance Parties any information which the Facility Agent may reasonably request.

Requirements as to financial statements. (a) The Issuer Company shall procure that each set of Annual Financial Statements, Quarterly Financial Statements and Monthly Financial Statements includes a balance sheet, a profit and loss account and a cashflow statement (provided that no cashflow statement need be included in the Annual Financial Statements for a Subsidiary of the Company, where a cashflow statement is not required to be included in such statements by law in the jurisdiction of incorporation of that Subsidiary). In addition the Company shall procure that: (i) each set of Annual Financial Statements, Semi-its Annual Financial Statements shall be audited by the Company’s Auditors; and (ii) each set of Quarterly Financial Statements and Quarterly Monthly Financial Statements includes a balance sheet, a profit and loss account and cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements statements for the Issuer is accompanied by: (A) that period and on a statement by the directors of the Issuer commenting on the performance of the Group cumulative basis for the Financial Quarter to which the financial statements relate and the Financial Year to datedate and comparisons to the corresponding periods during the previous Financial Year as well as a comparison to the Budget and, with respect to the Monthly Financial Statements only, including a commentary on performance and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companyproposals. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 24.2 (Financial statements) (together, if relevant, with any reconciliation delivered pursuant to that clause): (i) shall be: (A) be certified by a director of the Issuer or relevant Group Company (as applicable) company as fairly presenting representing, or, in the case of Annual Financial Statements, giving a true and fair view of, its (or if appropriate, its consolidated) financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up (provided that if such financial statements contain such a statement no such additional certification is required to be made) and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the GroupCompany’s Annual Financial Statements, shall be accompanied by a statement by the directors of the Issuer Company comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iii) shall, in the case of the De-SPAC MergecoCompany, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, applied in the preparation of the Base Case Model; and Model (B) in the case provided that there shall be no breach of this requirement on account of any Obligor, in the preparation of the Original differences between Annual Financial Statements for that Obligorand Quarterly Financial Statements and Monthly Financial Statements attributable to customary year-end adjustments), unless, in relation to any set of financial statements, the Issuer Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's Auditors Company (or, if appropriate, on the auditors basis of the relevant Obligor or advice of the De-SPAC MergecoCompany’s Auditors) deliver delivers to the Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s was prepared; (as applicable) Original Financial Statements were prepared; and 2B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 25 (Financial covenantscovenant) has been complied with, to determine the Margin as set out in the definition of “Margin, ,” and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model Model; and (in C) if reasonably requested by the case Agent having regard to the nature of the Issuerchanges, a written confirmation from the Company’s Auditors (addressed to the Agent) or confirming the basis for such changes (subject to each Finance Party agreeing an engagement letter with the Company’s Auditors if requested by the Company’s Auditors (and otherwise in such manner and on such conditions as the auditors may specify) and only to the extent that Obligor's Original Financial Statements (in the case firms of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case auditors of the De-SPAC Mergecointernational repute have not adopted a general policy of not providing such confirmation). Any reference in this Agreement to any financial statements shall (save in the circumstances referred to in paragraph (c) below) be construed as a reference to those financial statements as adjusted accompanied by a reconciliation to reflect the basis upon which the Base Case ModelModel was prepared, or, as the case may be, the Original Financial Statements were preparedprovided that any reference to those financial statements being audited shall not apply to such reconciliation. (c) The Issuer If the Company notifies the Agent of a change in accordance with paragraph (b) above then the Company and the Majority Lenders shall enter into negotiations in good faith with a view to agreeing whether, if the financial statements referred to in Clause 24.2 (Financial statements) were construed as financial statements prepared using the changed Accounting Principles and/or accounting practices, that would result in any material alteration in the commercial effect of any of the terms of this Agreement and, if it is agreed that they would, any amendments to this Agreement which may be necessary to ensure that construing references to financial statements in that way would not result in any material alteration in the commercial effect of those terms, and: (i) if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms; and (ii) if, after three months from the start of such negotiations, the Company and the Agent cannot agree as to the matters in paragraph (i) above, the Agent shall refer the matter to any internationally recognised firm of accountants agreed with the Company for determination of the amendments to this Agreement which may be necessary so as to preserve as closely as possible the commercial effect of the terms of this Agreement, such determination to be binding on each of the Parties. After such amendments have been made or if the Company and the Majority Lenders agree that no such amendments are required, relevant references in this Agreement to financial statements shall be construed as reference to financial statements prepared on the basis of the relevant changed Accounting Principles and accounting practices and there shall be no obligation to deliver the description and information referred to in paragraphs (b)(iii)(A) and (B) above in respect of that change for any financial statements subsequently delivered under this Agreement. (d) If an Event of Default has occurred and is continuing (or the Agent reasonably suspect that an Event of Default is continuing) and the Agent wishes to discuss the financial position of any member of the Group with the auditors of that member of the Group, the Agent may notify the Company, stating the questions or issues which the Agent promptly wishes to discuss with those auditors. In this event, the Company must ensure that those auditors are authorised (at the expense of the Company): (i) to discuss the financial position of the relevant member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request regarding the financial condition and operations of the Group. (e) Notwithstanding any other term of this Agreement no Default shall occur, or be deemed to occur, as a result of any change restriction on the identity of the Company’s Auditors contained in this Agreement being prohibited, unlawful, ineffective, invalid or unenforceable pursuant to the Issuer’s Auditorsany applicable audit laws.

Requirements as to financial statements. (a) The Issuer Parent and the Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (ii) . In addition the Parent and the Borrower shall procure that each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 20.1 (Financial statements): (i) shall be: (A) be certified by a director of the Issuer or relevant Group Company (as applicable) an Officer as fairly presenting (in the case of Annual Financial Statements of the Parent for any Financial Year) or as giving true and fair view (in the case of Annual Financial Statements of the Borrower for any Financial Year) or fairly representing (in other cases), in all material respects its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) company by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting PrinciplesGAAP, and in all other cases shall be prepared using the Accounting Principles, further accounting practices and financial reference periods consistent with those applied: (A) in the case of the IssuerBorrower, in the preparation of the Base Case ModelOriginal Financial Statements and the Borrower’s Business Plan; and (B) in the case of any Obligorthe Parent, in the preparation of the its Original Financial Statements for that ObligorStatements, unless, in relation to any set of financial statements, the Issuer Borrower notifies the Agent that there has been a change in the Accounting Principles GAAP or the accounting practices and it and, if requested by the Issuer's Agent and subject to sub-paragraph (iii) below, its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoParent) deliver to the Agent: 1(C) a description of any change necessary for those financial statements to reflect the Accounting Principles, GAAP or accounting practices upon which the Base Case Model Borrower’s Business Plan or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) relevant Original Financial Statements were prepared; and 2(D) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 21 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model Borrower’s Business Plan (in the case of the IssuerBorrower only) or that Obligor's and/or Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, Borrower’s Business Plan or, as the case may be, the Original Financial Statements were prepared. (iii) Any requirement for the Auditors (or, if appropriate, the Auditors of the Parent) to deliver the information required to be delivered under sub-paragraphs (ii)(C) and (D) above will be subject to the Agent agreeing any necessary hold harmless or other similar letters with them. (c) The Issuer shall If an Event of Default is continuing, the Agent may notify the Agent promptly Borrower or the Parent that it wishes to discuss the financial position of any change Obligor with the Auditors and stating the questions or issues that the Agent wishes to discuss. In this event, the Borrower and the Parent must ensure that the Auditors are authorised (at the expense of the Borrower): (i) to discuss the financial position of the relevant Obligor with the Agent on request from the Agent; and (ii) to disclose to the Issuer’s AuditorsAgent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) 21.3.1 The Issuer Borrower shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;. In addition the Borrower shall procure that: (iia) each set of its Annual Financial Statements is shall be audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (ivb) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) by a statement by the directors of the Issuer Borrower commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, date and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter)business; (Bc) each set of Quarterly Financial Statements includes a list schedule showing all Ships together with such additional information in respect of such Ships as the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio CompanyAgent may reasonably request; and (vd) each set of Monthly Quarterly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companyis accompanied by a CNSA Quarterly Report. (b) In addition, the Issuer shall procure that each 21.3.2 Each set of financial statements delivered pursuant to Clause 25.3 clauses 21.1.1 and 21.1.2 (Financial statements): (ia) shall be: (A) be certified by the Chief Financial Officer as giving a director fair presentation of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) Borrower by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (iib) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer Chief Financial Officer comparing actual performance for the period to which the financial statements relate to: (Ai) the projected performance for that period set out in the Budget; and (Bii) the actual performance for the corresponding period in the preceding Financial Year of the Group, ; and (iiic) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) applied in the case of the IssuerBorrower, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, Model unless, in relation to any set of financial statements, the Issuer Borrower notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the Agent: 1(i) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were was prepared; and 2(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 clause 22 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Model. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were Model was prepared. (ci) The Issuer If the Borrower notifies the Agent of a change in accordance with clause 21.3.2(c) above then the Borrower and the Agent shall enter into negotiations in good faith (each acting reasonably) with a view to agreeing: (A) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (B) if so, any amendments to this Agreement and the Base Case Model 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. (ii) If no such agreement is reached within 30 days of that notification of change, the Agent shall (if so requested by the Majority Lenders and at the cost of the Borrower (such costs to be reasonable)) instruct the Auditors to determine any amendment to clause 22 (Financial Covenants) which the Auditors (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material alteration in the commercial effect of the terms of this Agreement. Those amendments shall take effect when so determined by the Auditors. 21.3.3 If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Borrower, stating the questions or issues which the Agent promptly wishes to discuss with the Auditors. In this event, the Borrower must ensure that the Auditors are authorised (at the expense of any change the Borrower): (a) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (b) to disclose to the Issuer’s AuditorsAgent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) 19.3.1 The Issuer Borrowers shall procure that: (i) that each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account account, a balance sheet and a cashflow statement; (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) statement and each set of Quarterly Financial Statements for includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Issuer is accompanied byAuditors. 19.3.2 Each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall: (Aa) be prepared in accordance with GAAP, or as the case may be, IFRS; (b) give a statement by true and fair view of (in the directors case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the Issuer commenting on the performance financial condition and operations of the Group for or (as the Financial Quarter to case may be) the relevant Obligor as at the date as at which the those financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Companywere drawn up; and (vc) each set in the case of Monthly Financial Statements contains reporting annual audited financial statements, not be the subject of any qualification in reasonable details on the PC EBITDA of each Operating CompanyAuditors’ opinion. (b) In addition, the Issuer 19.3.3 The Borrowers shall procure that each set of financial statements delivered pursuant to Clause 25.3 clause 19.1 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting PrinciplesGAAP or IFRS, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that ObligorStatements, unless, in relation to any set of financial statements, the Issuer notifies Borrowers notify the Agent that there has been a change in GAAP or, as the Accounting Principles case may be, IFRS or the accounting practices and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the Agent: 1(a) a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices upon which the Base Case Model GAAP or, as the case may be, that Obligor's IFRS or the De-SPAC Mergeco’s (as applicable) accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and 2(b) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 clause 20 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) The Issuer Each of the Obligors party hereto shall procure that: (i) ensure that each set of Annual financial statements of the Borrower, any Guarantor or STA HK delivered or procured pursuant to Clause 19.1 (Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement; (iistatements) each set of its Annual Financial Statements is audited shall be certified by the Issuer's Auditors; (iii) each set Chief Financial Officer or a director of the Parent’s Annual Financial Statements Borrower, such Guarantor or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by STA HK (as the Issuer's Auditors; case may be) as fairly representing (iv) each set of Quarterly Financial Statements for in the Issuer is accompanied by: (A) a statement by the directors case of the Issuer commenting on Borrower) the performance consolidated financial condition and operations of the Group or (in the case of a Guarantor or STA HK) the financial conditions and operations of such Guarantor or STA HK as at the end of and for the Financial Quarter applicable period to which the such financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companyrelate. (b) In addition, Each of the Issuer Obligors party hereto shall procure that each set of financial statements of the Borrower, any Guarantor or STA HK delivered pursuant to Clause 25.3 19.1 (Financial statements): (i) shall be: (A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and (B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be is prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting PrinciplesGAAP, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligorof the Borrower, such Guarantor or STA HK (as the case may be) unless, in relation to any set of financial statements, the Issuer it notifies the Agent that there has been a change in the Accounting Principles or GAAP, the accounting practices or reference periods and the Issuer's Auditors (or, if appropriate, the auditors of the relevant Obligor Borrower, such Guarantor or STA HK (as the De-SPAC Mergecocase may be) deliver to the Agent: 1(i) a description of any change necessary for those financial statements to reflect the Accounting PrinciplesGAAP, accounting practices and reference periods upon which the Base Case Model orOriginal Financial Statements of the Borrower, such Guarantor or STA HK (as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Subscribers Lenders to determine whether Clause 26 20 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements of the Borrower, such Guarantor or STA HK (in as the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergecomay be). Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case ModelOriginal Financial Statements of the Borrower, or, such Guarantor or STA HK (as the case may be, the Original Financial Statements ) were prepared. (c) The Issuer shall notify the Agent promptly of any change to the Issuer’s Auditors.

Requirements as to financial statements. (a) The Issuer Company shall procure thatthat each set of: (i) each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements consolidated financial statements delivered pursuant to this Clause 23 includes a balance sheet, profit and loss account and cashflow statement;; and (ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors; (iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors; (iv) each set of Quarterly Financial Statements for the Issuer is accompanied by: (A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the unconsolidated financial statements relate delivered pursuant to this Clause 23 includes a balance sheet and the Financial Year to date, profit and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter); (B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and (v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Companyloss account. (b) In addition, the Issuer shall procure that each Each set of financial statements delivered pursuant to Clause 25.3 23.1 (Financial statements): (i) shall be: (A) be certified by a director legal representative of the Issuer relevant company as giving a true and fair view of (in the case of the Annual Financial Statements for any Financial Year), or relevant Group Company fairly representing (as applicable) as fairly presenting in other cases), its financial condition and operations as at the end of and for the period in relation to date as at which those financial statements were drawn up; up and (B) , in the case of the Annual Financial StatementsStatements of the Company, shall be accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and (iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Issuer, in the preparation of the Base Case Model; and (B) in the case of any Obligor, applied in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Issuer Company notifies the Administrative Agent that there has been a change in the Accounting Principles or the accounting practices and the Issuer's its Auditors (or, if appropriate, the auditors Auditors of the relevant Obligor or the De-SPAC MergecoObligor) deliver to the Administrative Agent: 1(A) a description of any change necessary for those financial statements to reflect the Accounting Principles, Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and 2(B) sufficient information, in form and substance as may be reasonably required by the Administrative Agent, to enable the Subscribers Participating Banks and the Issuing Bank to determine whether Clause 26 24 (Financial covenantsCovenants) has been complied with, to determine the Margin as set out in the definition of Margin, with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Issuer) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Issuer) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco)Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared. (c) The Issuer shall If any Participating Bank or the Issuing Bank wishes to discuss the financial position of any Obligor or any of the Flowserve Group Members with the Auditors, the Administrative Agent on the instructions and on behalf of such Participating Bank or the Issuing Bank may notify the Agent promptly Company, stating the questions or issues which the Participating Bank or the Issuing Bank wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of any change the Company): (i) to discuss the financial position of each Obligor and each of the Flowserve Group Members with the relevant Participating Bank or the Issuing Bank on request from that Participating Bank or the Issuing Bank; and (ii) to disclose to the Issuer’s Auditorsrelevant Participating Bank or the Issuing Bank and the Administrative Agent any information which that Participating Bank or the Issuing Bank and the Administrative Agent on behalf of that Participating Bank or the Issuing Bank may reasonably request.