Common use of Requirements as to financial statements Clause in Contracts

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) 20.2.1 The Borrower shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure ensure that each set of financial statements and management accounts delivered pursuant to Clause 21.1 20.1: (Financial statementsa) is certified by a director of the relevant company as fairly representing its financial condition as at the date as to which those financial statements or management accounts were drawn up; (b) comprise at least a balance sheet, profit and loss account and cashflow statement for the financial period then ended, and (in the case of management accounts) for the financial year to date and the period of 12 months ending on the last day of the monthly or quarterly financial period (as applicable); and (c) is prepared using GAAPIFRS (other than in respect of the management accounts), accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company applicable financial statements and management accounts for 31 March, 2017 unless, in relation to any set of financial statementsstatements or management accounts, it notifies the Facility Agent that there has been a change in GAAPIFRS (other than in respect of the management accounts), the those accounting practices or those reference periods and periods. 20.2.2 If the Borrower notifies the Facility Agent of any change, as contemplated by Clause 20.2.1, it shall procure that its auditors Auditors (or, if appropriate, the Auditors of the relevant member of the Group) deliver to the Facility Agent: (ia) a description of any change necessary for those financial statements to reflect IFRS, the GAAP, accounting practices and the reference periods upon which as applied in the preparation of that Obligor's Original Financial Statements of the Company were preparedStatements; and (iib) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s that Obligor's Original Financial Statements. . 20.2.3 Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Borrower pursuant to Clause 21.1 16.1 (Financial statements) shall be certified by the Chief Financial Officer an authorised signatory of the Company or two directors Borrower as giving a true and fair view of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to date at which those financial statements were drawn up. (b) The Company Borrower shall procure that each set of financial statements delivered pursuant to Clause 21.1 16.1 (Financial statements) is prepared using GAAPIFRS consistently applied. (c) The Borrower shall ensure that each set of financial statements delivered pursuant to Clause 16.1 (Financial statements) is audited by a reputable international firm of accountants and, in respect of each set of financial statements delivered after the first set of such financial statements delivered in accordance with Clause 16.1 (Financial statements) is prepared using accounting practices policies, practices, procedures and financial reference periods consistent with those applied in the preparation of the Original Financial Statements first set of the Company financial statements delivered pursuant to Clause 16.1, unless, in relation to any such set of financial statements, it the Borrower notifies the Facility Agent that there has have been a change one or more changes in GAAPany such accounting policies, the accounting practices practices, procedures or reference periods and its the auditors deliver to the AgentBorrower provide: (i) a description of any change necessary for the changes and the adjustments which would be required to be made to those financial statements in order to reflect cause them to use the GAAPaccounting policies, accounting practices practices, procedures and reference periods period upon which the Original Financial Statements any previous financial statements of the Company Borrower were prepared; and (ii) sufficient information, in form such detail and substance format as may be reasonably required by the Facility Agent, to enable the Lenders it to determine whether Clause 22 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in by those financial statements and any previous financial statements of the Company’s Original Financial Statements. Any Borrower, any such reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements first financial statements of the Borrower were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Parent pursuant to Clause 21.1 19.1 (Financial statements) shall be certified by the Chief Financial Officer a director of the Company or two directors of the Company relevant company as fairly representing 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. (b) The Company Parent shall procure that each set of financial statements delivered pursuant to Clause 21.1 19.1 (Financial statements) is prepared using in accordance with GAAP, the requirements of its jurisdiction of incorporation and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of Statements. (c) Paragraph (b) above shall not apply to the Company unlessextent that, in relation to any set sets of financial statements, it the Parent notifies the Agent that there has been a change in GAAP, GAAP or the accounting practices or reference periods and its auditors deliver Auditors (in the case of its annual audited financial statements) or the Parent (in the case of any of its other financial statements) delivers to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders Agent to determine whether Clause 22 20 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company Parent notifies the Agent of a change in accordance with paragraph (bc) above, then the Company Parent and the Agent shall enter into negotiations in good faith with a view to agreeing agreeing: (i) whether or not the change might result in material alteration in the commercial effect of any of the terms of this Agreement or any other Finance Document; and (ii) if so, any amendments to this Agreement or any other Finance Document which are may be necessary as a result of the change. To the extent practicable 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 in this Agreement. If 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. (e) Any reference in this Agreement to “financial statements” shall be construed as a reference to those financial statements as the same may be adjusted under this Clause 19.3 to reflect the basis upon which the Original Financial Statements were prepared.

Requirements as to financial statements. (ai) Borrower shall procure that each set of its Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. (ii) Each set of financial statements delivered by the Company pursuant to Clause 21.1 Section 5.01(a): (Financial statements1) shall be certified by the Chief Financial a Responsible Officer of the Company or two directors of the Company as fairly representing presenting, in all material respects 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 and, in the case of the Annual Financial Statements, shall be accompanied by a report from the Auditors and accompanying those Annual Financial Statements; and (b2) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial statements) is be prepared using GAAP, and using further accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company and Borrower’s Business Plan, unless, in relation to any set of financial statements, it Borrower notifies the Administrative Agent that there has been a change in GAAP, GAAP or the accounting practices or reference periods and it and, if requested by the Administrative Agent and subject to sub-paragraph (iii) below, its auditors Auditors deliver to the Administrative Agent: : (iA) a description of any change necessary for those financial statements to reflect the GAAP, GAAP or accounting practices and reference periods upon which Borrower’s Business Plan or, as the case may be, relevant Original Financial Statements of the Company were prepared; and prepared and (iiB) sufficient information, in form and substance as may be reasonably required by the Administrative Agent, to enable the Lenders Administrative Agent to determine whether Clause 22 (Financial covenants) Section 5.04 has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the CompanyBorrower’s Business Plan and/or Original Financial Statements. Any reference in this Agreement to those any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Borrower’s Business Plan or, as the case may be, the Original Financial Statements were prepared. (ciii) Subject 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 (biv) above, the Company may, on giving notice below will be subject to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant Administrative Agent agreeing to Clause 21.1 (Financial statements) from NOK to euroany necessary hold harmless or other similar letters with them. (div) If the Company notifies the Agent an Event of a change in accordance with paragraph (b) aboveDefault is continuing, the Company Administrative Agent may notify Borrower that it wishes to discuss the financial position of any Loan with the Auditors and stating the questions or issues that the Administrative Agent shall enter into negotiations in good faith with a view wishes to agreeing any amendments to discuss. In this Agreement which are necessary as a result of the change. To the extent practicable these amendments will be such as to event, Borrower must ensure that the change does not result in any material alteration in Auditors are authorized (at the commercial effect expense of Borrower): (1) to discuss the financial position of the obligations in this Agreement. If 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 amendments are agreed they shall take effect and be binding on each of information which the Parties in accordance with their termsAdministrative Agent may reasonably request.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 23.1 (Financial statements) shall be certified by the Chief Financial Officer a director of the Company or two directors of the Company relevant company as fairly representing its consolidated (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 23.1 (Financial statements) is prepared using GAAPthe Applicable Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, GAAP or the relevant accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent: (i) a description of any change necessary for those the relevant financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the Company were preparedApplicable Accounting Principles; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 24 (Financial covenants) has been complied with and with, to determine any other relevant matter set out in this Agreement and/or to make an accurate comparison between the financial position indicated in those financial statements and the Companythat Obligor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were preparedApplicable Accounting Principles. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (aA) Each set of financial statements Financial Statements delivered by the Company Borrower pursuant to Clause 21.1 clause 17.1 (Financial statementsStatements) shall be certified by the Chief Financial Officer a director of the Company or two directors of the Company Borrower as fairly representing its consolidated the financial condition and operations of the Borrower Group or, as the case may be, of the Borrower as at the end of and for the period in relation to date as at which those financial statements Financial Statements were drawn upup and shall be accompanied by a written confirmation from the Borrower to the Agent certifying the aggregate amount of all Indebtedness secured by all Encumbrances referred to in paragraph (B) of clause 19.3 (Negative pledge) as at such date. (bB) The Company Borrower shall procure that each set of financial statements Financial Statements delivered pursuant to Clause 21.1 clause 17.1 (Financial statementsStatements) is prepared using GAAP, Hong Kong GAAP and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company unless, in relation to any set of financial statementsFinancial Statements, it notifies the Agent that there has been a change in Hong Kong GAAP, the accounting practices or reference periods and its auditors deliver to the Agent: (i1) a description of any change necessary for those financial statements Financial Statements to reflect the Hong Kong GAAP, accounting practices and reference periods upon which the its Original Financial Statements of the Company were prepared; and (ii2) 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 Lenders to determine whether Clause 22 clause 18 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements Financial Statements and the Company’s Original Financial Statements. Any reference in this Agreement to those financial statements Financial Statements shall be construed as a reference to those financial statements Financial Statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (cC) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion The Borrower shall only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euroappoint and retain as its auditors KPMG or any other internationally recognised firm of accountants. (dD) If The Borrower shall, at the Company notifies same time as it delivers its annual or semi-annual Financial Statements, deliver to the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their termsCompliance Certificate.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Borrowers pursuant to Clause 21.1 20.1 (Financial statements) shall be certified by the Chief Financial Officer an Authorised Signatory of the Company or two directors of the Company relevant Borrower as fairly representing 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. (bi) The Company Italian Borrower shall procure that each set of financial statements delivered pursuant to Clause 21.1 20.1 (Financial statements) is prepared using GAAP, and in respect only of the Consolidated Financial Statements and Consolidated Quarterly Financial Statements using accounting practices and financial reference periods consistent with those applied in the preparation of the its Original Financial Statements of the Company unless, in relation to any set of financial statementsConsolidated Financial Statements or Consolidated Quarterly Financial Statements (as the case may be), it notifies the Agent that there has been a change in GAAP, or the accounting practices or reference periods and its auditors deliver to the Agent: (iA) a description of any change necessary for those financial statements Consolidated Financial Statements or Consolidated Quarterly Financial Statements (as the case may be) to reflect the GAAP, accounting practices and reference periods upon which the its Original Financial Statements of the Company were prepared; and (iiB) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 21 (Financial covenants) has been complied with and make an accurate comparison between the consolidated financial position indicated in those financial statements and the Company’s its Original Financial Statements. (ii) If the Italian Borrower notifies the Agent of a change in accordance with paragraph (i) above then, subject to paragraph (iii) below, the Italian Borrower 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 commercial effect of any of the terms 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. (iii) There shall be no obligation on the Borrowers to negotiate or agree to amendments in accordance with paragraph (ii) above to reflect, or as a result of a change to the extent that it relates to, matters the subject of The International Financial Reporting Interpretations Committee (IFRIC) interpretation IFRIC 4 entitled ‘Determining whether an Arrangement contains a Lease’ and the accounting treatment of leases. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) 23.2.1 The Borrower shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure ensure that each set of financial statements and management accounts delivered pursuant to Clause 21.1 23.1 above: (Financial statementsa) is certified by a director of the relevant company as fairly representing its financial condition as at the date as to which those financial statements or management accounts were drawn up; (b) comprise at least a balance sheet, profit and loss account and cashflow statement for the financial period then ended, and (in the case of management accounts) for the financial year to date and the period of 12 months ending on the last day of the monthly or quarterly financial period (as applicable); and (c) is prepared using GAAPIFRS (other than in respect of the management accounts), accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company applicable financial statements and management accounts for 30 June, 2016 unless, in relation to any set of financial statementsstatements or management accounts, it notifies the Facility Agent that there has been a change in GAAPIFRS (other than in respect of the management accounts), the those accounting practices or those reference periods and periods. 23.2.2 If the Borrower notifies the Facility Agent of any change, as contemplated by Clause 23.2.1 above, it shall procure that its auditors Auditors (or, if appropriate, the Auditors of the relevant member of the Group) deliver to the Facility Agent: (ia) a description of any change necessary for those financial statements to reflect IFRS, the GAAP, accounting practices and the reference periods upon which as applied in the preparation of that Obligor's Original Financial Statements of the Company were preparedStatements; and (iib) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 24 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s that Obligor's Original Financial Statements. . 23.2.3 Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Guarantor pursuant to Clause 21.1 19.2 (Financial statements) shall be certified by the Chief Financial Officer an officer of the Company company as giving a true and fair view (if audited) or two directors of the Company as fairly representing (if unaudited) 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 upup if it has not been filed with the US Securities and Exchange Commission. (b) The Company Borrowers shall procure that each set of financial statements of the Guarantor delivered pursuant to Clause 21.1 19.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of for the Company Group unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods periods, unless such change is described in the filings made with the US Securities and Exchange Commission, and its auditors (or, if appropriate, the auditors of the Guarantor) deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 clause 10 (Financial financial covenants) of the Guarantee has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the CompanyGuarantor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Borrower pursuant to Clause 21.1 19.1 (Financial statements) shall be certified by the Chief Financial Officer a director of the Company or two directors of the Company relevant company as fairly representing 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. (b) The Company Borrower shall procure that each set of financial statements delivered pursuant to Clause 21.1 19.1 (Financial statements) is prepared using GAAPUS GAAP or IFRS, as applicable. (c) The Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 19.1 (Financial statements) is prepared using US GAAP or IFRS, as applicable, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAPUS GAAP or IFRS, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAPUS GAAP or IFRS, accounting practices and reference periods upon which the that Obligor’s Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Companythat Obligor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Borrowers pursuant to Clause 21.1 20.1 (Financial statements) shall be certified by the Chief Financial Officer an Authorised Signatory of the Company or two directors of the Company relevant Borrower as fairly representing 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. (bi) The Company Italian Borrower shall procure that each set of financial statements delivered pursuant to Clause 21.1 20.1 (Financial statements) is prepared using GAAP, and in respect only of the Consolidated Financial Statements and Consolidated Quarterly Financial Statements using accounting practices and financial reference periods consistent with those applied in the preparation of the its Original Financial Statements of the Company unless, in relation to any set of financial statementsConsolidated Financial Statements or Consolidated Quarterly Financial Statements (as the case may be), it notifies the Agent that there has been a change in GAAP, or the accounting practices or reference periods and its auditors deliver to the Agent: (i1) a description of any change necessary for those financial statements Consolidated Financial Statements or Consolidated Quarterly Financial Statements (as the case may be) to reflect the GAAP, accounting practices and reference periods upon which the its Original Financial Statements of the Company were prepared; and (ii2) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 21 (Financial covenants) has been complied with and make an accurate comparison between the consolidated financial position indicated in those financial statements and the Company’s its Original Financial Statements. (ii) If the Italian Borrower notifies the Agent of a change in accordance with paragraph (i) above then the Italian Borrower and Agent shall enter into negotiations in good faith with a view to agreeing: (1) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (2) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Parent pursuant to Clause 21.1 19.1 (Financial statements) shall be certified by the Chief Financial Officer a director of the Company or two directors of the Company relevant company as fairly representing 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. This Clause 19.3 shall not apply to those financial statements delivered pursuant to Clause 19.1(d) (Financial Statements). (b) The Company Parent shall procure that each set of financial statements delivered pursuant to Clause 21.1 19.1 (Financial statements) is prepared using in accordance with GAAP, the requirements of its jurisdiction of incorporation and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of Statements. (c) Paragraph (b) above shall not apply to the Company unlessextent that, in relation to any set sets of financial statements, it the Parent notifies the Agent that there has been a change in GAAP, GAAP or the accounting practices or reference periods and its auditors deliver Auditors (in the case of its annual audited financial statements) or the Parent (in the case of any of its other financial statements) delivers to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders Agent to determine whether Clause 22 20 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company Parent notifies the Agent of a change in accordance with paragraph (bc) above, then the Company Parent and the Agent shall enter into negotiations in good faith with a view to agreeing agreeing: (i) whether or not the change might result in material alteration in the commercial effect of any of the terms of this Agreement or any other Finance Document; and (ii) if so, any amendments to this Agreement or any other Finance Document which are may be necessary as a result of the change. To the extent practicable 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 in this Agreement. If 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. (e) Any reference in the Finance Documents to “financial statements” shall be construed as a reference to those financial statements as the same may be adjusted under this Clause 19.3 to reflect the basis upon which the Original Financial Statements were prepared.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Guarantor pursuant to Clause 21.1 19.2 (Financial statements) shall be certified by the Chief Financial Officer an officer of the Company company as giving a true and fair view (if audited) or two directors of the Company as fairly representing (if unaudited) 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 upup if it has not been filed with the US Securities and Exchange Commission. (b) The Company Borrowers shall procure that each set of financial statements of the Guarantor delivered pursuant to Clause 21.1 19.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of for the Company Group unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods periods, unless such change is described in the filings made with the US Securities and Exchange Commission, and its auditors (or, if appropriate, the auditors of the Guarantor) deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 clause 10 (Financial financial covenants) of the Guarantee has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Companythat Xxxxxxx’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company a Borrower pursuant to Clause 21.1 22.2 (Financial statements) shall be certified by the Chief Financial Officer a director of the Company relevant company as giving a true and fair view (if audited) or two directors of the Company as fairly representing (if unaudited) 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. (b) The Company Borrowers shall procure that each set of financial statements delivered pursuant to Clause 21.1 22.2 (Financial statements) is prepared using GAAP. (c) The Borrowers shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 22.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the that Obligor's Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 23 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s that Xxxxxxx's Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 20.1 (Financial statements) shall include a balance sheet, income statement and cashflow statement and shall be certified by the Chief Financial Officer a director of the Company or two directors of the Company relevant company as fairly representing 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. (bi) The Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 21.1 20.1 (Financial statements) is prepared using GAAPIFRS, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAPIFRS, or the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent: (iA) a description of any change necessary for those financial statements to reflect the GAAPIFRS, accounting practices and reference periods upon which the that Obligor's Original Financial Statements of the Company were prepared; and (iiB) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s that Obligor's Original Financial Statements. 93954-4-1-v3.0 -56- 70-40529536 (ii) If the Company notifies the Agent of a change in accordance with paragraph (i) above then the Company 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 commercial effect of any of the terms 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. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by the Chief Financial Officer of the Company or two directors a director of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to date at which those financial statements were drawn up. (bi) The Company shall procure that each set of financial statements of the Company delivered pursuant to Clause 21.1 (Financial statements) is prepared using GAAP, IFRS and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of for the Company unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, IFRS or the accounting practices or reference periods periods, and its auditors deliver it delivers to the Agent: (iA) a description of any change necessary for those financial statements to reflect the GAAPIFRS, accounting practices and reference periods upon which the Original Financial Statements of the Company were prepared; and (iiB) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial covenantsCovenants) has been complied with with, to determine the Margin as set out in the definition of “Margin” and make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. (ii) If the Company notifies the Agent of a change in accordance with sub-paragraph (i) above then the Company 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 commercial effect of any of the terms 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. Any reference in this Agreement to “those financial statements statements” shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 19.1 (Financial statements) shall be certified by the Chief Financial Officer of the Company or two directors a director of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to date at which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 19.1 (Financial statements) is complete and correct in all material respects and shall be prepared using GAAPin reasonable detail in accordance with IFRS, the requirements of its jurisdiction of incorporation and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of Statements. (c) Paragraph (b) above shall not apply to the Company unlessextent that, in relation to any set sets of financial statements, it the Company notifies the Agent that there has been a change in GAAP, IFRS or the accounting practices or reference periods and its auditors deliver (in the case of its annual audited financial statements) or the Company (in the case of any of its other financial statements) delivers to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAPIFRS, accounting practices and reference periods upon which the Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders Agent to determine whether Clause 22 20 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Companythat Obligor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (bc) above, above then the Company and the Agent shall enter into negotiations in good faith with a view to agreeing agreeing: (i) whether or not the change might result in material alteration in the commercial effect of any of the terms of the Finance Documents; and (ii) if so, any amendments to this Agreement the Finance Documents which are may be necessary as a result of the change. To the extent practicable 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 in this Agreement. If 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) Each set of financial statements delivered by the Company a Borrower pursuant to Clause 21.1 20.2 (Financial statements) shall be certified by the Chief Financial Officer an officer of the Company relevant company as giving a true and fair view (if audited) or two directors of the Company as fairly representing (if unaudited) 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. (b) The Company Borrowers shall procure that each set of financial statements delivered pursuant to Clause 21.1 20.2 (Financial statements) is prepared using GAAP. (c) The Borrowers shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor unless, in relation to any set of financial statements, it notifies the Agent Lender that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the AgentLender: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the that Obligor’s Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the AgentLender, to enable the Lenders Lender to determine whether Clause 22 21 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Companythat Xxxxxxx’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) The Borrowers shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements 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 Auditors. (b) Each set of financial statements delivered by the Company pursuant to Clause 21.1 clause 20.1 (Financial statements) shall shall: (i) be certified prepared in accordance with GAAP or, if elected by the Chief Group, IFRS; (ii) give a true and fair view of (in the case of Annual Financial Officer of Statements for any financial year), or fairly represent (in other cases), the Company or two directors of the Company as fairly representing its consolidated financial condition and operations of the Group or the JV Group (as relevant) or as at the end of and for the period in relation to date as at which those financial statements were drawn up; and (iii) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors' opinion. (bc) The Company Borrowers shall procure that each set of financial statements delivered pursuant to Clause 21.1 clause 20.1 (Financial statements) is shall be prepared using GAAPGAAP or IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company Statements, unless, in relation to any set of financial statements, it notifies the Borrowers notify the Agent that there has been a change in GAAPGAAP or, as the case may be, IFRS or the accounting practices or reference periods and its auditors the Auditors deliver to the Agent:: UK-#395507908-v8 (i) a description of any change necessary for those financial statements to reflect the GAAPGAAP or, as the case may be, IFRS or accounting practices and reference periods upon which the corresponding Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 clause 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. Any reference in this Agreement to those any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) 20.2.1 The Borrower shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure ensure that each set of financial statements and management accounts delivered pursuant to Clause 21.1 20.1: (Financial statementsa) is certified by a director of the relevant company as fairly representing its financial condition as at the date as to which those financial statements or management accounts were drawn up; (b) comprise at least a balance sheet, profit and loss account and cashflow statement for the financial period then ended, and (in the case of management accounts) for the financial year to date and the period of 12 months ending on the last day of the monthly or quarterly financial period (as applicable); and (c) is prepared using GAAPIFRS (other than in respect of the management accounts), accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company applicable financial statements and management accounts for 31 March, 2017 unless, in relation to any set of financial statementsstatements or management accounts, it notifies the Facility Agent that there has been a change in GAAPIFRS (other than in respect of the management accounts), the those accounting practices or those reference periods and periods. 20.2.2 If the Borrower notifies the Facility Agent of any change, as contemplated by Clause 20.2.1, it shall procure that its auditors Auditors (or, if appropriate, the Auditors of the relevant member of the Lesaka Group) deliver to the Facility Agent: (ia) a description of any change necessary for those financial statements to reflect IFRS, the GAAP, accounting practices and the reference periods upon which as applied in the preparation of that Obligor's Original Financial Statements of the Company were preparedStatements; and (iib) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s that Xxxxxxx's Original Financial Statements. . 20.2.3 Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) 20.2.1 The Borrower shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure ensure that each set of financial statements and management accounts delivered pursuant to Clause 21.1 20.1: (Financial statementsa) is certified by a director of the relevant company as fairly representing its financial condition as at the date as to which those financial statements or management accounts were drawn up; (b) comprise at least a balance sheet, profit and loss account and cashflow statement for the financial period then ended, and (in the case of management accounts) for the financial year to date and the period of 12 months ending on the last day of the monthly or quarterly financial period (as applicable); and (c) is prepared using GAAPIFRS (other than in respect of the management accounts), accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company applicable financial statements and management accounts for 31 March, 2017 unless, in relation to any set of financial statementsstatements or management accounts, it notifies the Facility Agent that there has been a change in GAAPIFRS (other than in respect of the management accounts), the those accounting practices or those reference periods and periods. 20.2.2 If the Borrower notifies the Facility Agent of any change, as contemplated by Clause 20.2.1, it shall procure that its auditors Auditors (or, if appropriate, the Auditors of the relevant member of the Net1 Group) deliver to the Facility Agent: (ia) a description of any change necessary for those financial statements to reflect IFRS, the GAAP, accounting practices and the reference periods upon which as applied in the preparation of that Obligor's Original Financial Statements of the Company were preparedStatements; and (iib) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s that Obligor's Original Financial Statements. . 20.2.3 Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Parent pursuant to Clause 21.1 19.1 (Financial statements) shall be certified by the Chief Financial Officer a director of the Company or two directors of the Company relevant company as fairly representing 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. This Clause 19.3 shall not apply to those financial statements delivered pursuant to paragraph (d) of Clause 19.1 (Financial Statements). (b) The Company Parent shall procure that each set of financial statements delivered pursuant to Clause 21.1 19.1 (Financial statements) is prepared using in accordance with GAAP, the requirements of its jurisdiction of incorporation and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of Statements, unless the Company unless, Parent notifies the Agent that in relation to any set sets of financial statements, it notifies the Agent that there has been a change in GAAP, GAAP or the accounting practices or reference periods and its auditors deliver Auditors (in the case of its annual audited financial statements) or the Parent (in the case of any of its other financial statements) delivers to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders Agent to determine whether Clause 22 20 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company Parent notifies the Agent of a change in accordance with paragraph (b) above, then the Company Parent and the Agent shall enter into negotiations in good faith with a view to agreeing agreeing: (i) whether or not the change might result in material alteration in the commercial effect of any of the terms of this Agreement or any other Finance Document; and (ii) if so, any amendments to this Agreement or any other Finance Document which are may be necessary as a result of the change. To the extent practicable 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 in this Agreement. If 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) Any reference in the Finance Documents to “financial statements” shall be construed as a reference to those financial statements as the same may be adjusted under this Clause 19.3 to reflect the basis upon which the Original Financial Statements were prepared.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Guarantor pursuant to Clause 21.1 19.2 (Financial statements) shall be certified by the Chief Financial Officer an officer of the Company Guarantor as giving a true and fair view (if audited) or two directors of the Company as fairly representing (if unaudited) 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 upup if it has not been filed with the US Securities and Exchange Commission. (b) The Company Borrowers shall procure that each set of financial statements of the Guarantor delivered pursuant to Clause 21.1 19.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of for the Company Group unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods periods, unless such change is described in the filings made with the US Securities and Exchange Commission, and its auditors (or, if appropriate, the auditors of the Guarantor) deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 clause 10 (Financial financial covenants) of the Guarantee has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Borrower or the Guarantor if no Borrower has acceded to the Agreement pursuant to Clause 21.1 20.1 (Financial statements) shall be certified by the Chief Financial Officer an authorised officer of the Company or two directors Borrower (if delivered by the Borrower) and the chief financial officer of the Company Guarantor (if delivered by the Guarantor) as fairly representing 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. (b) The Company Borrower or the Guarantor if no Borrower has acceded to the Agreement shall procure that each set of financial statements delivered pursuant to Clause 21.1 20.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the relevant Obligor) deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the that Obligor’s Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders Lender to determine whether Clause 22 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Companythat Obligor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each The Company shall procure that each set of financial statements delivered by the Company it pursuant to Clause 21.1 22.1 (Financial statements) shall be certified by the Chief Financial Officer of the Company or two (2) directors of the Company as fairly representing its consolidated financial condition and operations as at the end date of and for the period in relation to which those financial statements were drawn updrawn. (b) The Company shall procure that each set of financial statements delivered by it pursuant to Clause 21.1 22.1 (Financial statements) is prepared using GAAP, accounting practices principles and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to to: (A) determine whether Clause 22 23 (Financial covenants) has been complied with and with; (B) make the Margin computations set out in the definition of “Margin”; and (C) make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. Any reference in this Agreement to those any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 22.1 (Financial statements) from NOK to euroEUR. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Borrower pursuant to Clause 21.1 18.1 (Financial statements) shall be certified by the Chief Financial Officer a director of the Company or two directors of the Company relevant company as fairly representing its consolidated (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company Borrower shall procure that each set of financial statements delivered pursuant to Clause 21.1 18.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that company unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors it delivers (or, if appropriate, that company delivers) deliver to the AgentAgent a certificate signed by two directors, or managers, as applicable, of that company (one of whom shall be the chief financial officer) containing: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the that company’s Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Companythat company’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company Borrower notifies the Agent of a change in accordance with paragraph (b) above, the Company Borrower and the Agent 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. To the extent practicable practicable, 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 in this Agreement. If any amendments are agreed agreed, they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements for each Obligor and for the Group delivered pursuant to Clause 21.1 22.1 (Financial statements) is prepared using GAAP, GAAP (or local GAAP as applicable) and that in each case accounting practices and financial reference periods are materially consistent with those applied in the preparation of the Original Financial Statements of for that Obligor and the Company Group, as applicable, unless, in relation to any set of financial statements, it notifies the Agent that there has been a material change in GAAP (or Local GAAP, as applicable), or the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the member of the Group) deliver to the Agent: (i) a description of any material change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which that Obligor's or the Group's (as applicable) Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 23 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor's or the Company’s Group's Original Financial Statements, as applicable. (b) If the Company notifies the Agent of a change in accordance with paragraph (i) above then the Company and Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to The Combined Financial Statements prepared for the purposes of Clause 23 (Financial Covenants) and the covenant calculations shall be prepared using GAAP and in the event of there being any material change in GAAP or the accounting practices applied or reference periods used or its auditors, the provisions of paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to of this Clause 21.1 (Financial statements) from NOK to euro22.3 shall apply mutatis mutandis. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements 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 Auditors. (b) Each set of financial statements delivered by the Company pursuant to Clause 21.1 clause 19.1 (Financial statements) shall shall: (i) be certified by prepared in accordance with GAAP, or as the Chief case may be, IFRS; (ii) give a true and fair view of (in the case of Annual Financial Officer of Statements for any financial year), or fairly represent (in other cases), the Company or two directors of the Company as fairly representing its consolidated financial condition and operations of the Group as at the end of and for the period in relation to date as at which those financial statements were drawn up; and (iii) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors' opinion. (ba) The Company Borrower shall procure that each set of financial statements delivered pursuant to Clause 21.1 clause 19.1 (Financial statements) is shall be prepared using GAAPGAAP or IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company Statements, unless, in relation to any set of financial statements, it the Borrower notifies the Agent that there has been a change in GAAPGAAP or, as the case may be, IFRS or the accounting practices or reference periods and its auditors the Auditors deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAPGAAP or, as the case may be, IFRS or accounting practices and reference periods upon which the corresponding Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. 107 UK-#396550026-v7 Any reference in this Agreement to those any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 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.1.1 Year-end

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Guarantor pursuant to Clause 21.1 20.2 (Financial statements) shall be certified by the Chief Financial Officer an officer of the Company company as giving a true and fair view (if audited) or two directors of the Company as fairly representing (if unaudited) 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 upup if it has not been filed with the US Securities and Exchange Commission. (b) The Company Borrowers shall procure that each set of financial statements of the Guarantor delivered pursuant to Clause 21.1 20.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of for the Company Group unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods periods, unless such change is described in the filings made with the US Securities and Exchange Commission, and its auditors (or, if appropriate, the auditors of the Guarantor) deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 clause 10 (Financial financial covenants) of the Guarantee has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Companythat Xxxxxxx’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each The Borrower shall ensure that each set of financial statements delivered by the Company or procured pursuant to Clause 21.1 20.1 (Financial statements) shall include a balance sheet, profit and loss account and cashflow statement and, in addition, shall be certified by the Chief Financial Officer a director of the Company Borrower as giving a true and fair view of (if audited) or two directors of the Company as fairly representing its consolidated (if unaudited) the financial condition and operations of the Borrower (on a consolidated basis) as at the end of and for during the applicable period in relation to which those such financial statements were drawn uprelate. (b) The Company Borrower shall procure that each set of financial statements delivered pursuant to Clause 21.1 20.1 (Financial statements) is prepared using GAAPthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company Borrower unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAPthe Accounting Principles, the accounting practices or reference periods and its the auditors of the Borrower deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the GAAPAccounting Principles, accounting practices and reference periods upon which the Original Financial Statements of the Company Borrower were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 21 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s that Original Financial StatementsStatements of the Borrower. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements of the Borrower were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (ai) The Borrower shall procure that each set of its Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. (ii) Each set of financial statements delivered by the Company pursuant to Clause 21.1 Section 5.01(a): (Financial statements1) shall be certified by the Chief Financial a Responsible Officer of the Company or two directors of the Company as fairly representing presenting, in all material respects 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 and, in the case of the Annual Financial Statements, shall be accompanied by a report from the Auditors and accompanying those Annual Financial Statements; and (b2) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial statements) is be prepared using GAAP, and using further accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of and the Company Borrower’s Business Plan, unless, in relation to any set of financial statements, it the Borrower notifies the Administrative Agent that there has been a change in GAAP, GAAP or the accounting practices or reference periods and it and, if requested by the Administrative Agent and subject to sub-paragraph (iii) below, its auditors Auditors deliver to the Administrative Agent: : (iA) a description of any change necessary for those financial statements to reflect the GAAP, GAAP or accounting practices and reference periods upon which the Borrower’s Business Plan or, as the case may be, relevant Original Financial Statements of the Company were prepared; and prepared and (iiB) sufficient information, in form and substance as may be reasonably required by the Administrative Agent, to enable the Lenders to determine whether Clause 22 (Financial covenants) Section 5.04 has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the CompanyBorrower’s Business Plan and/or Original Financial Statements. Any reference in this Agreement to those any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Borrower’s Business Plan or, as the case may be, the Original Financial Statements were prepared. (ciii) Subject Any requirement for the Auditors of the Borrower to paragraph deliver the information required to be delivered under sub-paragraphs (bii)(1) above, the Company may, on giving notice and (ii)(2) above will be subject to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant Administrative Agent agreeing to Clause 21.1 (Financial statements) from NOK to euroany necessary hold harmless or other similar letters with them. (div) If the Company notifies the Agent an Event of a change in accordance with paragraph (b) aboveDefault is continuing, the Company and Administrative Agent may notify the Agent shall enter into negotiations in good faith with a view Borrower that it wishes to agreeing any amendments to this Agreement which are necessary as a result discuss the financial position of the changeLoan with the Auditors and stating the questions or issues that the Administrative Agent wishes to discuss. To In this event, the extent practicable these amendments will be such as to Borrower must ensure that the change does not result in any material alteration in Auditors are authorized (at the commercial effect expense of the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each Borrower): (1) to discuss the financial position of the Parties in accordance relevant Loan Party with their termsthe 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. 13.3.1 All accounts and statements required under Clause 13.2 (aInformation) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) above shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing its the state of affairs of the Group and of the profit and cash flows of the Group and in the case of unaudited accounts and statements shall be prepared in a manner which is consistent with the audited consolidated financial condition and operations accounts of the Group except to comply with changes in accounting practice or as at the end of and for the period in relation to which those financial statements were drawn upnoted therein. (b) 13.3.2 The Company shall procure that each set of financial statements of the Company delivered pursuant to Clause 21.1 13.2 (Financial statementsInformation) is prepared using GAAP, accounting practices the Applicable Accounting Principles and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company 2004 IFRS Reconciliation unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a material change in GAAPto IFRS, the accounting practices or reference periods and its auditors deliver to the Facility Agent: (ia) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices Applicable Accounting Principles and reference periods upon which the Original Financial Statements of the Company were prepared2004 IFRS Reconciliation was based; and (iib) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 13.4 (Financial covenantsRatios) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and that which would have been indicated had they been prepared using the Company’s Original Financial StatementsApplicable Accounting Principles and reference periods consistent with those applied in the 2004 IFRS Reconciliation provided that any such comparative information shall only be required to be delivered if necessary to determine compliance with the financial ratios and the Material Subsidiary test hereunder. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were 2004 IFRS Reconciliation was prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) 13.3.3 If the Company notifies the Facility Agent of a change in accordance with paragraph (b) above, sub-clause 13.3.2 above then the Company and Facility Agent (acting on the Agent instructions of the Majority Lenders) shall enter into negotiations in good faith with a view to agreeing 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 which are may be necessary as a result of the change. To the extent practicable 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 in this Agreementthose terms. If 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) Each set of financial statements delivered by the Company Borrower or the Guarantor if no Borrower has acceded to the Agreement pursuant to Clause 21.1 (Financial statements) shall be certified by the Chief Financial Officer an authorised officer of the Company or two directors Borrower (if delivered by the Borrower) and the chief financial officer of the Company Guarantor (if delivered by the Guarantor) as fairly representing 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. (b) The Company Borrower or the Guarantor if no Borrower has acceded to the Agreement shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the relevant Obligor) deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the that Obligor's Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders Lender to determine whether Clause 22 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s that Xxxxxxx's Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial statements): (i) is shall be certified in the manner required in that Clause and in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; (ii) shall be prepared using GAAPthe Accounting Principles, accounting practices and financial reference periods consistent with those applied applied: (A) in the case of the Parent, in the preparation of prior period financial statements, except as otherwise required by GAAP; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements of the Company for that Obligor, unless, in relation to any set of financial statements, it the Parent notifies the Agent that there has been a change in GAAP, the Accounting Principles or the accounting practices or reference periods and the Parent’s Auditors (unless it is the general policy of the Auditors across all its auditors clients not to provide such information in which case it shall be supplied by such other independent entity as the Agent may reasonably request) deliver to the Agent: (iC) a description of any change necessary for those financial statements to reflect the GAAP, Accounting Principles or accounting practices and reference periods upon which the Parent’s Original Financial Statements of the Company were prepared; and (iiD) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the CompanyParent’s Original Financial Statements. Any reference in this Agreement to those any financial statements shall be construed as a reference to those consolidated financial statements of the Parent and its Subsidiaries as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent of a change in accordance may notify the Parent, stating the questions or issues which the Agent wishes to discuss with paragraph (b) abovethe Auditors. In this event, the Company and the Agent 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. To the extent practicable these amendments will be such as to Parent must ensure that the change does not result in any material alteration in Auditors are authorised (at the commercial effect expense of the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on Parent): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; (ii) to disclose to the Agent for the Finance Parties in accordance with their termsany information which the Agent may reasonably request; and (iii) provided however, that this clause 21.3(b) shall not be deemed to authorize or require the preparation by the Auditors of new or additional information or analysis not otherwise already completed pursuant to the audit work of the Auditors or which would incur unreasonable expense.

Requirements as to financial statements. (a) Each Subject to paragraph (e) below, each set of financial statements Annual Financial Statements, Quarterly Financial Statements and Monthly Financial Statements delivered by the Company pursuant to Clause 21.1 18.1 (Financial statementsStatements) (other than under paragraph (a)(ii) and (a)(iii): (i) shall in the case of such statements of the Group (other than Monthly Financial Statements) be certified by the Chief Financial Officer a director of the Company or two directors of the Company relevant company (without personal liability) as fairly representing presenting its consolidated 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.up subject, in the case of Quarterly Financial Statements, to year end adjustments; (bii) The Company shall procure that each set (other than in the case of financial statements delivered pursuant Monthly Financial Statements) be accompanied by a statement by a member of Senior Management of the Borrower commenting on the performance of the Group for the period to Clause 21.1 which the Financial Statements relate and any material developments or proposals affecting the Group or its business; and (iii) shall (other than in the case of the Monthly Financial statementsStatements) is be prepared using GAAP, accounting practices and financial reference periods in each case in respect of financial statements relating to the Group consistent with those applied in the preparation of the Original Financial Statements of the Company Accounting Principles unless, in relation to any set of financial statementsFinancial Statements, it the Borrower notifies the Bridge Facility Agent that there has been a of any change in any respect to GAAP, the accounting practices or the financial reference periods and its auditors either such change is not material and does not impact upon compliance with any of the financial covenants provided for at Clause 19 (Financial covenants) or, if it is material, 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) deliver to the AgentBridge Facility Agent a statement (the “Reconciliation Statement”) containing: (iA) a description of any change necessary for those financial statements Financial Statements to reflect the GAAPAccounting Principles, accounting practices and reference periods upon which used as a basis for the Original Financial Statements preparation of the Company were preparedBusiness Plan; and (iiB) sufficient information, in form and substance as may be reasonably required by the AgentSenior Facility Agent under the Senior Facilities Agreement, to enable the Lenders to determine whether Clause 22 19 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements Financial Statements and the Company’s Original Financial Statements. Any Business Plan, and any reference in this Agreement to those financial statements Financial Statements shall be construed as in a reference to those financial statements Financial Statements as adjusted to reflect the basis upon which the Original Financial Statements were preparedAccounting Principles. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company Borrower notifies the Bridge Facility Agent of a change in accordance with paragraph (ba)(iii) above, above then the Company Borrower and the Bridge Facility Agent shall enter into negotiations in good faith with a view to agreeing 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 are may be necessary as a result of the change. To the extent practicable these amendments will be such as to ensure that the change does not result in any material alteration 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 commercial effect of the obligations in this Agreement. If change had not been made, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. With respect to any such negotiations and amendments the Borrower 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 cost and expense of those auditors shall 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 may approve (acting reasonably). (e) Subject to paragraph (f) below, the Borrower shall procure that each set of Quarterly Financial Statements and Monthly Financial Statements shall be in an agreed form or otherwise in a form reasonably acceptable to the Senior 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) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 20.1 (Financial statements) is prepared using GAAP, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, or the accounting practices or reference periods and its auditors deliver delivers to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the that Obligor’s Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Companythat Obligor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (bi) above, above then the Company and the Agent shall enter into negotiations in good faith for a period of not more than 180 days with a view to agreeing agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement which are may be necessary as a result of the change. To the extent practicable 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 in this Agreement. If those terms and if any amendments are agreed by the Majority Lenders they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 20.1 (Financial statements) shall be certified by the Chief Financial Officer a director of the Company or two directors of the Company relevant company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to date at which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 20.1 (Financial statements) is prepared using GAAP, . (i) The Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.1 (Financial statements) is prepared using GAAP and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor unless, in relation to any set of financial statements, it notifies the Agent Lender that there has been a change in GAAP, GAAP or the accounting practices or reference periods periods, and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the AgentLender: (iA) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the that Obligor’s Original Financial Statements of the Company were prepared; and (iiB) sufficient information, in form and substance as may be reasonably required by the AgentLender, to enable the Lenders Lender to determine whether Clause 22 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Companythat Obligor’s Original Financial Statements. (ii) If the Company notifies the Lender of a change in accordance with paragraph (i) above then the Company and the Lender 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 commercial effect of any of the terms 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. Any reference in this Agreement to “those financial statements statements” shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company a Borrower pursuant to Clause 21.1 20.2 (Financial statements) shall be certified by the Chief Financial Officer an officer of the Company relevant company as giving a true and fair view (if audited) or two directors of the Company as fairly representing (if unaudited) 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. (b) The Company Borrowers shall procure that each set of financial statements delivered pursuant to Clause 21.1 20.2 (Financial statements) is prepared using GAAP. (c) The Borrowers shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor unless, in relation to any set of financial statements, it notifies the Agent Lender that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the AgentLender: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the that Obligor's Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the AgentLender, to enable the Lenders Lender to determine whether Clause 22 21 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s that Xxxxxxx's Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Borrower pursuant to Clause 21.1 18.1 (Financial statements) shall be certified by the Chief Financial Officer an authorised officer of the Company or two directors of the Company Borrower as fairly representing in all material respects its consolidated (or, as the case may be, its consolidated) financial condition and operations position as at the end of and for the period in relation to dates at which those financial statements they were drawn upprepared. (b) The Company Borrower shall procure that each set of consolidated financial statements delivered pursuant to paragraphs (a) and (b) of Clause 21.1 18.1 (Financial statements) is prepared using GAAP, GAAP accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods periods, and its auditors deliver the Borrower delivers to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of were prepared (to the Company were preparedextent not described in the notes to those financial statements); and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 19 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and in the Company’s Original Financial Statements. For the avoidance of doubt, the information in this paragraph (b) shall be provided to the Agent only once with respect to each change in GAAP, accounting practices or reference periods. (c) Any reference in this Agreement Clause 19 (Financial covenants) and the definition of “Total Assets” in Clause 1.1 (Definitions) to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. For the avoidance of doubt, this paragraph (c) does not oblige the Borrower to prepare its financial statements in accordance with the GAAP accounting practices applied in the preparation of the Original Financial Statements. (cd) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the The Borrower shall procure that each set of non-consolidated financial statements delivered pursuant to paragraph (c) of Clause 21.1 18.1 (Financial statements) from NOK to eurois prepared using RAS. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of unaudited financial statements delivered by the Company Parent or a Borrower, as the case may be, pursuant to Clause 21.1 22.1 (Financial statements) shall be certified by the Chief Financial Officer a director or authorised officer of the Company or two directors of the Company relevant company as fairly and accurately representing its consolidated financial condition and operations as at the end of and for the period in relation to date at which those financial statements were drawn up. (b) The Company Parent or the relevant Borrower, as the case may be, shall procure that each set of financial statements delivered pursuant to Clause 21.1 22.1(a) (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the its Original Financial Statements (save for, in the case of the Company Parent, the audited financial statements delivered pursuant to Clause 22.1(a)(i) (Financial Statements), which shall be prepared using Luxembourg GAAP) unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver it delivers to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the Company Parent or the relevant Borrower, as the case may be, were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders Banks to determine whether Clause 22 23 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial StatementsStatements of the Parent or the relevant Borrower, as the case may be. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject If the Parent notifies the Agent of any change pursuant to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company Parent and the Agent (acting on the instructions of the Majority Banks) 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. To the extent practicable 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 in this Agreement. If any amendments are agreed agreed, they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each The Company shall ensure that each set of its financial statements delivered by the Company it pursuant to Clause 21.1 (Financial statements) shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 20.1 (Financial statements) is prepared using GAAP, IFRS and accounting practices and financial reference periods consistent with those applied in the preparation of the its Original Financial Statements of the Company unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, IFRS or the accounting practices or reference periods and its auditors deliver it delivers to the AgentAgent a certificate signed by two authorised signatories of the Company, one of which is the chief executive officer or the chief financial officer of the Company setting out: (i) a description of any change necessary for those financial statements and a reconciliation of those financial statements to reflect the GAAPIFRS, accounting practices and reference periods upon which the its Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 21 (Financial covenants) has been complied with on the basis of those financial statements as reconciled in accordance with the reconciliation referred to in paragraph (i) above and to make an accurate comparison between the financial position indicated in those financial statements and the Company’s its Original Financial Statements. (b) If the Company notifies the Agent of a change in accordance with paragraph (a) above then the Company and Agent shall enter into negotiations in good faith with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. Any reference in this Agreement to those the Company’s financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Company’s Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure that each set of: (i) consolidated financial statements delivered pursuant to this Clause 23 includes a balance sheet, profit and loss account and cashflow statement; and (ii) unconsolidated financial statements delivered pursuant to this Clause 23 includes a balance sheet and profit and loss account. (b) Each set of financial statements delivered pursuant to Clause 21.1 23.1 (Financial statements) is : (i) shall be certified by a legal representative of the relevant company as giving a true and fair view of (in the case of the Annual Financial Statements for any Financial Year), or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up and, in the case of the Annual Financial Statements of the Company; (ii) shall be prepared using GAAPthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor, unless, in relation to any set of financial statements, it the Company notifies the Administrative Agent that there has been a change in GAAP, the Accounting Principles or the accounting practices or reference periods and its auditors Auditors (or, if appropriate, the Auditors of the relevant Obligor) deliver to the Administrative Agent: (iA) a description of any change necessary for those financial statements to reflect the GAAP, Accounting Principles or accounting practices and reference periods upon which the that Obligor’s Original Financial Statements of the Company were prepared; and (iiB) sufficient information, in form and substance as may be reasonably required by the Administrative Agent, to enable the Lenders Participating Banks and the Issuing Bank to determine whether Clause 22 24 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Companythat Obligor’s Original Financial Statements. Any reference in this Agreement to those any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) 27.3.1 The Parent Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 27.1 (Financial statements) is prepared using U.S. GAAP. 27.3.2 Following the completion of any Holding Company Scheme, in accordance with this Agreement, New Holdco must supply to the Facility Agent together with its audited consolidated financial statements for the financial year in which the Holding Company Scheme has completed, required to be delivered pursuant to sub-clause 27.1.1 of Clause 27.1 (Financial Statements), a reconciliation between those financial statements and the financial statements of the Company relevant to the financial year in which the Holding Company Scheme has completed, which shall be reported on by New Holdco’s auditors in the form agreed by New Holdco’s auditors and the Facility Agent (acting reasonably). 27.3.3 The Parent Company shall procure that each set of financial statements delivered pursuant to Clause 27.1 (Financial statements) is prepared using U.S. GAAP, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in U.S. GAAP, or the accounting practices or reference periods and its auditors deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the U.S. GAAP, accounting practices and reference periods upon which the those Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 28 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s those Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) 27.3.4 If the Parent Company notifies the Facility Agent of a change in accordance with paragraph (b) above, sub-clause 27.3.3 above then the Parent Company and the Facility Agent shall enter into negotiations in good faith with a view to agreeing agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement which are may be necessary as a result of the change. To the extent practicable 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 in this Agreement. If 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) Each set of financial statements delivered by the Company pursuant to Clause 21.1 20.1 (Financial statements) shall be certified by the Chief Financial Officer a member or members of the Company or two directors management board (Vorstandsmitglied) of the Company relevant company having signing authority (Vertretungsmacht) as fairly representing its consolidated (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 21.1 20.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the that Obligor’s Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 21 (Financial covenantscovenant) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Companythat Obligor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, above the Company and the Agent 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. To the extent practicable practicable, 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 in this Agreement. If any amendments are agreed by the Agent (acting on the instructions of the Majority Lenders), they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company a Borrower pursuant to Clause 21.1 22.2 (Financial statements) shall be certified by the Chief Financial Officer a director of the Company relevant company as giving a true and fair view (if audited) or two directors of the Company as fairly representing (if unaudited) 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. (b) The Company Borrowers shall procure that each set of financial statements delivered pursuant to Clause 21.1 22.2 (Financial statements) is prepared using GAAP. (c) The Borrowers shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 22.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the that Obligor’s Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 23 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s that Oblixxx’x Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Parent pursuant to Clause 21.1 19.1 (Financial statements) shall be certified by the Chief Financial Officer a director of the Company or two directors of the Company relevant company as fairly representing 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. This Clause 19.3 shall not apply to those financial statements delivered pursuant to paragraph (d) of Clause 19.1 (Financial Statements). (b) The Company Parent shall procure that each set of financial statements delivered pursuant to Clause 21.1 19.1 (Financial statements) is prepared using in accordance with GAAP, the requirements of its jurisdiction of incorporation and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of Statements, unless the Company unless, Parent notifies the Agent that in relation to any set sets of financial statements, it notifies the Agent that there has been a change in GAAP, GAAP or the accounting practices or reference periods and its auditors deliver Auditors (in the case of its annual audited financial statements) or the Parent (in the case of any of its other financial statements) delivers to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders Agent to determine whether Clause 22 20 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.Table of Contents (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company Parent notifies the Agent of a change in accordance with paragraph (b) above, then the Company Parent and the Agent shall enter into negotiations in good faith with a view to agreeing agreeing: (i) whether or not the change might result in material alteration in the commercial effect of any of the terms of this Agreement or any other Finance Document; and (ii) if so, any amendments to this Agreement or any other Finance Document which are may be necessary as a result of the change. To the extent practicable 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 in this Agreement. If 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) Any reference in the Finance Documents to “financial statements” shall be construed as a reference to those financial statements as the same may be adjusted under this Clause 19.3 to reflect the basis upon which the Original Financial Statements were prepared.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Borrower pursuant to Clause 21.1 18.1 (Financial statements) shall be certified by the Chief Financial Officer a director or authorised officer of the Company or two directors of the Company relevant company as fairly and accurately representing its consolidated financial condition and operations as at the end of and for the period in relation to date at which those financial statements were drawn up. (b) The Company Each Obligor shall procure that each set of financial statements delivered pursuant to Clause 21.1 18.1(a) (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver the Borrower delivers to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the that Obligor’s Original Financial Statements of the Company were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders Banks to determine whether Clause 22 19 (Financial covenantsCovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Companythat Obligor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject If the Borrower notifies the Agent of any change pursuant to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company Borrower and the Agent (acting on the instructions of the Majority Banks) 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. To the extent practicable 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 in this Agreement. If any amendments are agreed agreed, they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 20.1 (Financial statements) shall be certified by the Chief Financial Officer a director of the Company or two directors of the Company relevant company as fairly representing its consolidated (or as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 20.1 (Financial statements) is prepared using GAAP, the Accounting Principles. (i) The Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.1 (Financial statements) is prepared using the Accounting Principles and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company for that Subsidiary unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the Accounting Principles or the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent: (iA) a description of any change necessary for those financial statements to reflect the GAAPAccounting Principles, accounting practices and reference periods upon which the that Obligor’s Original Financial Statements of the Company were prepared; and (iiB) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 ‎21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Companythat Obligor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, of Clause 20.3 (Requirements as to financial statements) the Company and the Agent shall enter into negotiations in good faith for a minimum period of 30 days with a view to agreeing any amendments to this Agreement which are necessary as a result of the change. To the extent practicable 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 in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Company Borrower pursuant to Clause 21.1 19.1 (Financial statements) shall be certified by the Chief Financial Officer a director of the Company or two directors of the Company Borrower as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to date at which those financial statements were drawn up. (bi) The Company Borrower shall procure ensure that each set of financial statements delivered pursuant to Clause 21.1 19.1 (Financial statements) is prepared using Korean GAAP, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company unless, in relation to any set of financial statements, it notifies the Administrative Agent that there has been a change in GAAP, Korean GAAP or the accounting practices or reference periods periods, and its auditors deliver to the Administrative Agent: (iA) a description of any change necessary for those financial statements to reflect Korean GAAP or the GAAP, accounting practices and reference periods periods, upon which the Original Financial Statements of the Company were prepared; and (iiB) sufficient information, in form and substance as may be reasonably required by the Administrative Agent, to enable the Lenders to (aa) determine whether Clause 22 20 (Financial covenantsCovenants) has been complied with and (bb) make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. (ii) If the Borrower notifies the Administrative Agent of a change in accordance with paragraph (i) above, the Borrower and Administrative 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 commercial effect of any of the terms 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. Senior Secured Credit Facility Agreement Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro. (d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent 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. To the extent practicable 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 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.