Common use of Requirements as to financial statements Clause in Contracts

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (e) above, then the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days 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 (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions 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. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be certified by two directors one (1) director of the Borrower or, as giving a true and fair view of (in the case may beof annual Financial Statements for any financial year), by the General Partner as or fairly representing its (in other cases), the financial condition and operations (consolidated where applicable) of the relevant companies as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments).drawn up; (cb) The Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be is prepared in accordance using Applicable GAAP, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the relevant Original Financial Statements unless, in relation to any set of financial statements, (includingi) it notifies the Lender that there has been a change in such Applicable GAAP, without limitationaccounting practices or reference periods and (ii) the relevant Auditors deliver to the Lender a description of any change necessary for those financial statements to reflect Applicable GAAP, accounting practices or reference periods upon which the relevant Original Financial Statements were prepared. For the purposes of this Agreement, any change in German Applicable GAAP but excluding made in accordance with this paragraph (b) shall apply to the definition of Applicable GAAP as set out at Clause 1.1 (Definitions) at any time following such change resulting only from (and until any subsequent change in Applicable GAAP in accordance with this Clause 19.3). Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the exercise by basis upon which the Borrower of a right to choose an alternative treatment under German GAAP)Original Financial Statements were prepared. (fc) If the Borrower notifies Lender wishes to discuss the Facility Agent financial position of a change in accordance any Group Member with paragraph (e) abovethe relevant Auditors, then the Lender may notify the Borrower, stating the questions or issues which the Lender wishes to discuss with the Auditors. In this event, the Borrower and must ensure that such Auditors are authorised (at the Facility Agent shall enter into negotiations in good faith for a period expense of not more than thirty (30) days with a view to agreeing:the Borrower): (i) whether to discuss the financial position of that Group Member with the Lender with respect to such questions or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreementissues; and (ii) if so, any amendments to this Agreement (including appropriate changes disclose to the financial covenants set out in Clause 19.2 (Loan Lender any information which the Lender may reasonably request with respect to Fixed Asset Value) and applicable definitions 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 termssuch questions or issues. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each The Borrower shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements is in the Borrower pursuant to paragraph (a) form filed with the U.S. Securities and Exchange Commission. In addition the Parent shall procure that: (i) each set of Clause 18.1 (Annual Financial Statements) Statements shall be audited and certified without material qualification by the Auditors; and (ii) each set of Quarterly Financial Statements shall be reviewed by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 21.1 (Financial Statementsstatements): (i) shall be certified by two directors an authorized officer of the Borrower or, Parent as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared giving a true and fair view of (in the case of unaudited financial statements, subject to normal year end adjustmentsAnnual Financial Statements for any Financial Year). (c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or fairly representing (if unaudited) fairly representsin other cases), its financial condition (consolidated or otherwise) as at and operations for the date to which those financial statements were prepared (applicable period then ended and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by (x) any letter addressed to normal year end adjustments). (d) Each set the management of financial statements delivered the Parent by the Borrower pursuant to paragraphs (a) Auditors and accompanying those Annual Financial Statements and (by) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change a report addressed to the basis on Parent (and which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise may be relied upon by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility COFACE Agent of a change in accordance with paragraph (e) above, then the Borrower and the Facility Agent shall enter into negotiations Lenders) by the Auditors, in good faith for a period substantially the form set out in Schedule 13 (Form of not more than thirty (30) days 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 AgreementAuditors’ Report); and (ii) if soshall be prepared using the Accounting Principles unless, in relation to any amendments set of financial statements, the Borrower notifies the COFACE Agent that there has been a change in the Accounting Principles and the Borrower and/or the Auditors deliver to the COFACE Agent: (A) a description of any change necessary for those financial statements to reflect the Accounting Principles upon which the Original Financial Statements were prepared; and (B) sufficient information, in form and substance as may be reasonably required by the COFACE Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with, to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement (including appropriate changes to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon 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 termsOriginal Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (bA) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cB) The Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be is prepared in accordance using GAAP, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (including, without limitation, Statements. The Borrower must notify the Agent of any change to the manner in German GAAP but excluding which any set of audited consolidated financial statements are prepared other than in respect of any general change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP)IFRS or any other change in accounting principles applicable to companies generally. (fC) If requested by the Agent, the Borrower notifies shall supply to the Facility Agent: (1) a description of any change notified to the Agent of a change in accordance with paragraph Clause 19.3(B) above; (e2) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Finance Parties to make an accurate comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Agent under this Agreement; and (3) in respect of any change to the manner in which operating leases are treated under IFRS, a reconciliation to enable the Finance Parties to make an accurate comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent financial statements delivered to the Agent immediately prior to such change in IFRS. (D) If notified under Clause 19.3(B) above, then the Agent may request the Borrower and the Facility Agent shall to enter into negotiations in good faith discussions for a period of not more than thirty (30) 30 days with a view to agreeing:agreeing any amendments required to be made to this Agreement to place the Borrower and the Lenders in the same position as they would have been in if the change notified under Clause 19.3(B) above had not happened. Any agreement between the Borrower and the Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (iE) whether or not If no agreement is reached under Clause 19.3(D) above on 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 required amendments to this Agreement (including appropriate changes to Agreement, the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to Borrower must ensure that its auditors certify those amendments. The certificate of the change does not result in any material alteration auditors will be, in the commercial effect absence of those termsmanifest error, and if any amendments are agreed they shall take effect and be binding on each of all the Parties in accordance with their termsParties. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower Guarantor pursuant to paragraph (a) (i) of Clause 18.1 11.1 (Financial Statements) shall be audited and certified accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Guarantor pursuant to paragraphs (a) and (b) of Clause 18.1 11.1 (Financial Statements) shall be certified by two directors by: (i) the chief financial officer, director of treasury or treasurer of the Borrower Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared drawn up (in the case of unaudited financial statements, subject to normal year end adjustments). (c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower Guarantor must notify the Facility Agent of any material change to the basis on which its the audited or unaudited financial statements delivered by it pursuant to paragraph (a) or (b) above are prepared from those applied in the preparation of its the relevant Base Financial Statements (including, without limitation, any change in German US GAAP but excluding any change resulting only from the exercise by the Borrower Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under German US GAAP). (fd) If the Borrower Guarantor notifies the Facility Agent of a change in accordance with paragraph (ec) above, then the Borrower Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days 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 Guarantee Agreement; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 12.2 (Loan to Fixed Asset ValueAdjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions 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 parties hereto in accordance with their terms. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Parent pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure Parent shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be is prepared in accordance with GAAP, the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning its jurisdiction of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited incorporation and accounting practices and financial statements are prepared from reference periods consistent with those applied in the preparation of its Base the Original Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP)Statements. (fc) Paragraph (b) above shall not apply to the extent that, in relation to any sets of financial statements, the Parent notifies the Agent that there has been a change in GAAP or the accounting practices or reference periods and its 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 GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. (d) If the Borrower Parent notifies the Facility Agent of a change in accordance with paragraph (ec) above, then the Borrower Parent and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days 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 AgreementAgreement or any other Finance Document; and (ii) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions or any other Finance Document 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. (ge) The Borrower shall provide the Facility Agent with details of any material changes Any reference in the projections delivered Finance Documents to “financial statements” shall be construed as a reference to those financial statements as the same may be adjusted under paragraph (c) of this Clause 18.1 (19.3 to reflect the basis upon which the Original Financial Statements) as soon as reasonably practicable after it decides to make or makes any such changeStatements were prepared.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 21.1 (Financial Statementsstatements and other information) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner CFO as fairly representing its financial condition as at the end of and for the period up to the date as at which those financial statements were drawn up. (b) The Borrower shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial statements and other information) or that is required to be in accordance with US GAAP is prepared (using US GAAP, accounting practices and financial reference periods consistent with those applied in the case preparation of unaudited the financial statementsstatements of the immediately preceding year unless, subject in relation to normal any set of financial statements delivered immediately after any change has taken place, it notifies the Off Shore Facility Agent that there has been a change in US GAAP or the accounting practices or reference periods and its auditors deliver to the Off Shore Facility Agent: (i) a description of any change necessary for those financial statements to reflect the US GAAP, accounting practices and reference periods upon which the financial statements for the immediately preceding year end adjustments)were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Off Shore Facility Agent, to enable the Banks to determine whether Clause 22 (Financial covenants and network milestones) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the financial statements for the immediately preceding year. 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 financial statements for the immediately preceding year were prepared. (c) The Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (aClause 21.1(a) and (b) of Clause 18.1 (Financial Statementsstatements and other information) shall that is to be prepared in accordance with Slovenian Accounting Standards or any other financial statements required to be prepared by applicable law are delivered to the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Off Shore Facility Agent of any material change to the basis on which its audited or unaudited financial statements and in each case are prepared from using Slovenian Accounting Standards, accounting practices and financial reference periods consistent with those applied in the preparation of its Base Financial Statements (includingthe financial statements of the immediately preceding financial year unless, without limitation, in relation to any set of financial statements delivered immediately after any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower has taken place, it notifies the Off Shore Facility Agent of that there has been a change in accordance with paragraph (e) above, then Slovenian Accounting Standards or the Borrower accounting practices or reference periods and its auditors deliver to the Off Shore Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingAgent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this AgreementSlovenian Accounting Standards, accounting practices and reference periods upon which the financial statements for the immediately preceding year were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Off Shore Facility Agent, to enable the Banks to determine whether Clause 22 (Financial covenants and network milestones) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the financial statements for the immediately preceding year. Any reference in this Agreement (including appropriate changes to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that statements for 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 termsimmediately preceding year were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Company pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure Company shall procure that each set of financial statements supplied under this Agreement gives (if audited) of a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements Borrower delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be is prepared in accordance using applicable GAAP, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements for that Borrower (includingor, without limitationwhere applicable, any change in German GAAP but excluding any change resulting only from its latest annual financial statements delivered to the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (ethis Clause 19) aboveprovided that, then in relation to the Borrower Company's consolidated financial statements, if any changes has occurred in relation to applicable GAAP, accounting practices or reference period, the Company shall notify the same to the Agent and the Facility Agent Company's auditors shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view deliver to agreeingthe Agent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those consolidated financial statements to reflect the terms of GAAP, accounting practices and reference periods upon which the Company's Original Financial Statements (or, where applicable, its latest annual consolidated financial statements delivered to the Agent in accordance with this AgreementClause 19) were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Agent, to this Agreement enable the Lenders to determine whether Clause 20 (including appropriate changes Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those consolidated financial statements and the Company's Original Financial Statements (or, where applicable, its latest annual consolidated financial statements delivered to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions 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 Agent in accordance with their termsthis Clause 19). 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 (or, where applicable, its latest annual financial statements delivered to the Agent in accordance with this Clause 19) were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be certified by two directors one (1) director of the Borrower or, as giving a true and fair view of (in the case may beof annual Financial Statements for any financial year), by the General Partner as or fairly representing its (in other cases), the financial condition and operations (consolidated where applicable) of the relevant companies as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be is prepared in accordance using Applicable GAAP, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the relevant Original Financial Statements unless, in relation to any set of financial statements, (includingi) it notifies the Lender that there has been a change in such Applicable GAAP, without limitationaccounting practices or reference periods; and (ii) the relevant Auditors deliver to the Lender a description of any change necessary for those financial statements to reflect Applicable GAAP, accounting practices or reference periods upon which the relevant Original Financial Statements were prepared. For the purposes of this Agreement, any change in German Applicable GAAP but excluding made in accordance with this paragraph (b) shall apply to the definition of Applicable GAAP as set out at Clause 1.1 (Definitions) at any time following such change resulting only from (and until any subsequent change in Applicable GAAP in accordance with this Clause 19.3). Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the exercise by basis upon which the Borrower of a right to choose an alternative treatment under German GAAP)Original Financial Statements were prepared. (fc) If the Borrower notifies Lender wishes to discuss the Facility Agent financial position of a change in accordance any Group Member with paragraph (e) abovethe relevant Auditors, then the Lender may notify the Borrower, stating the questions or issues which the Lender wishes to discuss with the Auditors. In this event, the Borrower and must ensure that such Auditors are authorised (at the Facility Agent shall enter into negotiations in good faith for a period expense of not more than thirty (30) days with a view to agreeing:the Borrower): (i) whether or not to discuss the change might result in any material alteration in financial position of that Group Member with the commercial effect of any of the terms of this AgreementLender with respect to such questions and issues; and (ii) if so, any amendments to this Agreement (including appropriate changes disclose to the financial covenants set out in Clause 19.2 (Loan Lender any information which the Lender may reasonably request with respect to Fixed Asset Value) such questions and applicable definitions 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 termsissues. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) 17.3.1 Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 17.1 (Financial Statements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner Obligor as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (c) The Borrower will ensure 17.3.2 Each Obligor shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 17.1 (Financial Statements) shall be is prepared in accordance with GAAP, the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning its jurisdiction of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited incorporation and accounting practises and financial statements are prepared from reference periods consistent with those applied in the preparation of the Original Financial Statements. 17.3.3 Clause 17.3.2 shall not apply to the extent that, in relation to any sets of financial statements, the Obligor notifies the Facility Agent that there has been a change in GAAP or the accounting practices or reference periods and its Base 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 Facility Agent: 17.3.3.1 a description of any change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the Original Financial Statements (includingwere prepared; and 17.3.3.2 sufficient information, without limitation, any change in German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower of a right Facility Agent, to choose enable the Lenders to determine whether clause 18 (Financial Covenants) has been complied with and make an alternative treatment under German GAAP)accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. (f) 17.3.4 If the Borrower an Obligor notifies the Facility Agent of a change in accordance with paragraph (e) clause 17.3.3 above, then the Borrower an Obligor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) 17.3.4.1 whether or not the change might result in any material alteration in the commercial effect of any of the terms of this AgreementAgreement or any other Finance Document; and (ii) 17.3.4.2 if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions or any other Finance Document 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. (g) The Borrower 17.3.5 Any reference in this Agreement to “financial statements” shall provide be construed as a reference to those financial statements as the Facility Agent with details of any material changes in same may be adjusted under this clause 17.3 to reflect the projections delivered under paragraph (c) of Clause 18.1 (basis upon which the Original Financial Statements) as soon as reasonably practicable after it decides to make or makes any such changeStatements were prepared.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Parent pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure that each set of All financial statements supplied of the Parent delivered or to be delivered to the Agent under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements Approved Accounting Principles and shall include (in the case of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 any consolidated financial statements of the Commercial Code (Handelsgesetzbuch). (eParent) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) consolidated cashflow statement. If the Borrower notifies the Facility Agent as a result of a change in accordance with paragraph accounting principles such financial statements are required to be prepared on a different basis (e) above, then and that difference is or could reasonably be expected to be relevant to the Borrower and calculation of the Facility Agent shall enter into negotiations in good faith for a period financial ratios under this Agreement or otherwise material to the interests of not more than thirty (30) days with a view to agreeing:the Finance Parties under this Agreement): (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 soObligors’ Agent shall, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions 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. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides becoming aware of that change, so advise the Agent; (ii) on request of the Agent, the Obligors’ Agent and the Agent (on behalf of the Lenders) shall negotiate in good faith with a view to make agreeing such amendments to Clause 21 (Financial covenants) and/or the definitions of any or makes all of the terms used therein as are necessary to give the Lenders comparable protection to that contemplated at the date of this Agreement; (iii) if amendments satisfactory to the Lenders are agreed by the Obligors’ Agent and the Agent in writing within 30 days of such notification to the Agent, those amendments shall take effect in accordance with the terms of that agreement; and (iv) if such amendments are not so agreed within 30 days, within 15 days after the end of that 30 day period, the Obligors’ Agent shall either: (A) deliver to the Agent, in reasonable detail and in a form reasonably satisfactory to the Agent, details of all such adjustments as need to be made to the relevant financial statements in order to bring them into line with Approved Accounting Principles (any such changereference in this Agreement to those financial statements shall be construed as a reference to those financial statements as so adjusted); or (B) ensure that the relevant financial statements are prepared in accordance with Approved Accounting Principles.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Company pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be certified by two directors a senior financial officer of the Borrower or, as the case may be, by the General Partner Company as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure Company shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be is prepared in accordance using IFRS, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Original Financial Statements unless in relation to the preparation of the financial statements delivered pursuant to Clause 19.1 (includingFinancial statements), without limitationthere are changes made as a result of changes in IFRS, any accounting practices and/or reference periods which would not otherwise constitute a change in German GAAP but excluding any change resulting only from falling within the exercise by the Borrower scope of a right to choose an alternative treatment under German GAAP)paragraph (c) below. (fc) If In the Borrower notifies the Facility Agent event of a change in accordance with IFRS, accounting practices and/or reference periods that has a material impact on the computation of the financial covenants as set out in Clause 20 (Financial covenants), when delivering the first financial statements pursuant to Clause 19.1 (Financial statements) impacted by such change, the Company shall notify the Agent of that change and shall deliver to the Agent: (i) a description of the change to the financial statements delivered for the Relevant Period during which such change in IFRS, accounting practices and/or reference periods came into force; and (ii) in relation to the financial statements referred in paragraph (ea) above only, sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether (but for the relevant change in IFRS, accounting practices and/or reference periods) Clause 20 (Financial covenants) has been complied with, and to make an accurate comparison between the financial position indicated in such financial statements and the Company’s Original Financial Statements. If so requested by the Agent, the Company shall request its auditors to deliver the information referred to in paragraphs (i) and (ii) above to the Agent. (d) The Company and the Agent shall, promptly after the Company has notified the Agent pursuant to paragraph (c) above, then the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: agreeing such amendments to Clause 20 (iFinancial covenants) whether or not and/or the change might result in any material alteration in the commercial effect definitions of any or all of the terms used therein as are necessary to give the Lenders comparable protection to that contemplated at the date of this Agreement; and (ii) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions 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. (ge) The Borrower shall provide If amendments satisfactory to the Facility Majority Lenders are agreed by the Company and the Agent with details of any material changes in within 45 days after the projections delivered under Company has notified the Agent pursuant to paragraph (c) above, those amendments shall take effect in accordance with the terms of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such changethat agreement.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) 17.3.1 Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 17.1 (Financial Statements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner Obligor as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (c) The Borrower will ensure 17.3.2 Each Obligor shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 17.1 (Financial Statements) shall be is prepared in accordance with GAAP, the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning its jurisdiction of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited incorporation and accounting practises and financial statements are prepared from reference periods consistent with those applied in the preparation of the Original Financial Statements. 17.3.3 clause 17.3.2 shall not apply to the extent that, in relation to any sets of financial statements, the Obligor notifies the Facility Agent that there has been a change in GAAP or the accounting practices or reference periods and its Base 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 Facility Agent: 17.3.3.1 a description of any change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the Original Financial Statements (includingwere prepared; and 17.3.3.2 sufficient information, without limitation, any change in German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower of a right Facility Agent, to choose enable the Lenders to determine whether clause 18 (Financial Covenants) has been complied with and make an alternative treatment under German GAAP)accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. (f) 17.3.4 If the Borrower an Obligor notifies the Facility Agent of a change in accordance with paragraph (e) clause 17.3.3 above, then the Borrower an Obligor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) 17.3.4.1 whether or not the change might result in any material alteration in the commercial effect of any of the terms of this AgreementAgreement or any other Finance Document; and (ii) 17.3.4.2 if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions or any other Finance Document 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. (g) The Borrower 17.3.5 Any reference in this Agreement to “financial statements” shall provide be construed as a reference to those financial statements as the Facility Agent with details of any material changes in same may be adjusted under this clause 17.3 to reflect the projections delivered under paragraph (c) of Clause 18.1 (basis upon which the Original Financial Statements) as soon as reasonably practicable after it decides to make or makes any such changeStatements were prepared.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of annual financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as in accordance with applicable GAAP fairly representing its financial condition as at the date as at which those financial statements were drawn up. (b) The Borrower shall subject to Clause 19.2(c) and (d) (Requirements as to financial statements) below procure that each set of financial statements of the Borrower delivered pursuant to Clause 19.1 (Financial statements) is prepared (using GAAP and accounting practices and financial reference periods consistent with those applied in the case preparation of unaudited the Original Financial Statements for the Borrower, unless in relation to any set of financial statements, subject it notifies the Agent that there has been a material change in GAAP, the accounting practices or reference periods in each case referred to normal year end adjustmentsin the notes, if any, to such financial statements provided that the Borrower is not obliged to make such notification referred to in this paragraph prior to supplying the financial statements to which such notification related in accordance with Clause 19.1 (Financial statements). Upon such notification the Agent acting reasonably shall be entitled to request the Borrower to 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 Borrower’s Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent to enable the Lenders to make an accurate comparison between the financial position indicated in those financial statements and the Borrower’s Original Financial Statement provided that nothing herein shall be interpreted so as to entitle the Agent to request any information from the Borrower the generation of which is either unduly onerous or impracticable for the Borrower. (c) The Borrower will ensure may change the accounting principles applied to the consolidated financial statements of the Group from US GAAP to IFRS or any other accounting principles which the Borrower may legally be required to adhere to. The Borrower shall notify the Agent of such change of the accounting principles applied to the consolidated financial statements of the Group when for the first time supplying the consolidated financial statements of the Group prepared on such changed basis in accordance with Clause 19.1 (Financial statements). In the event of any such change to the basis on which the consolidated financial statements of the Group are prepared the Borrower shall upon request of the Agent promptly supply the Agent with sufficient information in form and substance as may be reasonably required by the Agent, prepared on the same basis as the Original Financial Statements to enable the Lenders to make a proper comparison between the financial position shown by any set of financial statements prepared on such changed basis and that under the Original Financial Statements, provided that nothing herein shall be interpreted so as to entitle the Agent to request any information from the Borrower the generation of which is either unduly onerous or impracticable for the Borrower and further provided that the Agent may only request such information with regard to the set of financial statements supplied pursuant to Clause 19.1(a)(ii) or 19.1(b) (Financial statements) as the case may be to which the notification referred to above relates and in addition (i) if such notification is in relation to a set of financial statements supplied pursuant to Clause 19.1(a)(ii) (Financial statements) the next set of financial statements supplied pursuant to Clause 19.1(b) (Financial statements); or (ii) if such notification is in relation to a set of financial statements supplied pursuant to Clause 19.1(b) (Financial statements) the next set of financial statements supplied pursuant to Clause 19.1(a)(ii) (Financial statements). (d) Nothing herein shall be interpreted so as to limit the right of the Borrower to prepare consolidated financial statements of the Group applying US GAAP accounting principles and parallel consolidated financial statements of the Group applying IFRS accounting principles or any other accounting principles which the Borrower may legally be required to adhere to, as the case may be, provided that the Borrower shall not be obliged to notify the Agent of such parallel accounting. Upon the occurrence of a change as contemplated in Clause 19.2(c) (Requirements as to financial statements) the Lenders acting through the Agent however may not request the information referred to in Clause 19.2(c) (Requirements as to financial statements) if and to the extent the Borrower has provided a set of financial statements prepared on the basis of the accounting principles applied in parallel with each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (aClause 19.1(a)(ii) and (b19.1(b) of Clause 18.1 (Financial Statementsstatements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change immediately prior to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (e) above, then the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days 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 (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions 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. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the The Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each must ensure that each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 16.1 (Financial Statementsstatements) shall be certified by two directors gives a true and fair view of the Borrower or, as (in the case may be, by of any such financial statements which are audited) or fairly represents (in the General Partner as fairly representing case of any such financial statements which are unaudited) its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 16.1 (Financial Statementsstatements) shall be is prepared in accordance using GAAP, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of the first set of financial statements delivered pursuant to pursuant to Clause 16.1 (Financial statements) unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in GAAP, the accounting practices or reference periods and its Base Financial Statements auditors (includingor, without limitationif appropriate, the auditors of the Borrower) deliver to the Lender: (i) a full description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods on which the first set of financial statements delivered pursuant to pursuant to Clause 16.1 (Financial statements) were prepared; and (ii) sufficient information, in German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower Lender to enable it to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and the Borrower’s most recent audited financial statements delivered to the Lender under Clause 16.1 (Financial statements). Any reference in this Agreement to those financial statements will be construed as a right reference to choose an alternative treatment under German GAAP)those financial statements as adjusted to reflect the basis on which the first set of financial statements delivered pursuant to pursuant to Clause 16.1 (Financial statements) were prepared. (fc) If the Borrower notifies the Facility Agent Lender of a change in accordance with under paragraph (eb) above, then the Borrower and the Facility Agent shall Lender must enter into negotiations in good faith for a period of not more than thirty (30) 30 days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, agreeing any amendments to this Agreement (including appropriate changes required to put the Borrower and the Lender to the financial covenants set out extent practicable in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the same position as they would have been in if the change does had not result in any material alteration in happened. Any such amendments agreed by the commercial effect of those terms, Borrower and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their termsLender will bind all the Parties. (gd) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered If no agreement is reached under paragraph (c) above on the required amendments to this Agreement, the Borrower must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the first set of financial statements delivered pursuant to pursuant to Clause 18.1 16.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such changestatements).

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 19.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statementsstatements) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner a Certifying Officer as fairly representing its the Parent’s financial condition as at the date as at which those financial statements were drawn up. (b) Subject to any change to the Accounting Principles in accordance with this Clause, the Parent must ensure that: (i) the Annual Financial Statements are prepared in accordance with the Accounting Principles; and (ii) the Semi-Annual Financial Statements are prepared in the case of unaudited financial statements, accordance with or on a basis consistent in all material respects (subject to normal year year-end adjustments)) with the Accounting Principles. (c) The Borrower will ensure that each set Parent (or the Company on behalf of financial statements supplied under this Agreement gives (if auditedthe Parent) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at must notify the date to which those financial statements were prepared (Agent of any material change in the case of unaudited financial statements, subject to normal year end adjustments)accounting principles used in any Financial Statements. (d) Each If requested by the Agent, the Parent (or the Company on behalf of the Parent) must supply to the Agent: (i) a full description of any change notified under paragraph (c) above; and (ii) a reconciliation statement (the Reconciliation Statement) showing sufficient information, in such detail and format as may be reasonably required by the Agent, to enable the Lenders to make a proper comparison between the financial position shown by the set of financial statements Financial Statements prepared on the changed basis and the most recent Annual Financial Statements delivered by to the Borrower pursuant Agent under this Agreement and prepared according to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch)Accounting Principles. (e) The Borrower must notify If requested by the Facility Agent Parent (or the Company on behalf of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (includingParent), without limitation, following any change referred to in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (ec) above, then the Borrower and the Facility Agent shall must enter into negotiations in good faith discussions for a period of not more than thirty (30) 30 days 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, using reasonable endeavours to agree any amendments required to this Agreement (including be made to any provisions which the Parties consider appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any a material alteration in to the commercial effect of those termsthe terms of this Agreement. Any agreement between the Parent and the Agent, and if any amendments are agreed they shall take effect and with the prior consent of the Majority Lenders, will be binding on each of all the Parties in accordance with their terms.and from the time of such agreement: (gi) The Borrower the Accounting Principles shall provide mean the Facility Agent with details of any material changes in accounting principles notified by the projections delivered Parent or Company under paragraph (c) above (or such other principles as the Parent and the Agent may agree); and (ii) no Reconciliation Statements will need to be delivered in respect of Clause 18.1 the relevant changes. (Financial Statementsf) If no agreement is reached under paragraph (e) above on the required amendments to this Agreement, the Parent (or the Company on behalf of the Parent) may, at the expiry of the 30 day period mentioned in paragraph (e) or earlier if the Agent acknowledges that no agreement will be reached within such period, appoint its auditors or an independent firm of accountants (in each case acting as soon experts and not arbitrators) to determine any amendment required to be made to any provisions which those auditors or accountants consider appropriate to ensure that the change does not result in a material alteration to the commercial effect of the terms of this Agreement. The cost and expense of those auditors or accountants shall be for the account of the Parent. Those amendments shall take effect when so determined by those auditors or, as reasonably practicable after it decides the case may be, accountants and from the time of such determination: (i) the Accounting Principles shall mean the accounting principles notified by the Parent or Company under paragraph (c) above (or such other principles as the auditors or accountants may determine); and (ii) no Reconciliation Statements will need to make or makes any such changebe delivered in respect of the relevant changes.

Requirements as to financial statements. (a) Each set The Parent (or the Credit Parties’ Agent on behalf of financial statements and statements delivered by the Borrower pursuant to paragraph (aParent) (i) must notify the Administrative Agent of Clause 18.1 (any material change in the Accounting Principles, practices or standards used in any Annual Financial Statements or Interim Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered If requested by the Borrower pursuant Administrative Agent, the Parent (or the Credit Parties’ Agent on behalf of the Parent) must supply to paragraphs the Administrative Agent (or provide in accordance with Section 5.7): (i) a full description of any change notified under paragraph (a) above; and (ii) a reconciliation statement (the “Reconciliation Statement”) showing sufficient information in such detail and (b) of Clause 18.1 (Financial Statements) shall format as may be certified by two directors of the Borrower or, as the case may be, reasonably required by the General Partner as fairly representing its Administrative Agent to enable the Lenders to make a proper comparison between the financial condition as at position shown by the date as at which those financial statements were set of Financial Statements prepared (in on the case of unaudited financial statements, subject changed basis and the most recent Annual Financial Statements delivered to normal year end adjustments)the Administrative Agent under this Agreement and prepared according to the Accounting Principles. (c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date Following any change referred to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs paragraph (a) and above, the Administrative Agent shall if requested by the Parent (b) or the Credit Parties’ Agent on behalf of Clause 18.1 the Parent), or the Parent (Financial Statementsor the Credit Parties’ Agent on behalf of the Parent) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise if requested by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (e) aboveAdministrative Agent, then the Borrower and the Facility Agent shall enter into negotiations in good faith discussions for a period of not more than thirty (30) 30 days with a view and use reasonable endeavors to agreeing: (i) whether or not the change might result in agree any material alteration in the commercial effect of amendments required to be made to any of the terms provisions of this Agreement; and (ii) if so, any amendments to this Agreement (including which the Parties consider appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any a material alteration in to the commercial effect of those termsthe terms of this Agreement. Any agreement between the Parent (or the Credit Parties’ Agent on behalf of the Parent) and the Administrative Agent, and if any amendments are agreed they shall take effect and with the prior consent of the Required Lenders, will be binding on each all the Parties and from the time of such agreement, no Reconciliation Statements will be required to be delivered under this Agreement in respect of the Parties in accordance with their termsrelevant changes. (gd) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered If no agreement is reached under paragraph (c) above on the required amendments to this Agreement, the Parent (or the Credit Parties’ Agent on behalf of Clause 18.1 the Parent) or the Administrative Agent may, at the expiry of the 30 day period mentioned in paragraph (Financial Statementsc) above (or earlier if the Administrative Agent and the Credit Parties’ Agent acknowledge that no agreement will be reached within such period), appoint an independent firm of auditors or accountants (in each case acting as soon as reasonably practicable after it decides experts and not arbitrators) to make determine any amendment required to be made to any provisions of this Agreement which those auditors or makes any accountants consider appropriate to ensure that the change does not result in a material alteration to the commercial effect of the terms of this Agreement. Those amendments shall take effect when so determined by those auditors or accountants, and from the time of such changedetermination no Reconciliation Statements will be required to be delivered under this Agreement in respect of the relevant changes. The cost and expense of those auditors or accountants shall be for the account of the Parent. (e) All financial statements and reports to be delivered shall be prepared on the basis of the applicable Accounting Principles. (f) Any ratios, computations and other determinations shall be calculated in conformity with applicable Accounting Principles (provided that no Default or Event of Default shall arise from a breach of, or non-compliance with, the Credit Agreement solely due to the re-calculation of a ratio, computation or determination under the Credit Agreement in conformity with such applicable Accounting Principles).

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Parent pursuant to paragraphs (a) and (b) of Clause 18.1 23.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower relevant company as fairly representing its (or, as the case may be, by the General Partner as fairly representing its consolidated) financial condition as at the date as at end of and for the period in relation to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure Parent shall procure that each set of financial statements supplied under delivered pursuant to Clause 23.1 (Financial statements) is prepared using the Applicable Accounting Principles, unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in 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 the relevant financial statements to reflect the Applicable 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 24 (Financial covenants) has been complied with, to determine any other relevant matter set out in this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its and/or to make an accurate comparison between the financial condition (consolidated or otherwise) as at the date to which position indicated in those financial statements were prepared (and that 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 case of unaudited financial statements, subject to normal year end adjustments)Applicable Accounting Principles. (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (fc) If the Borrower Parent notifies the Facility Agent of a change in accordance with paragraph (eb) above, then the Borrower Parent and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, agreeing any amendments to this Agreement (including appropriate changes to which are necessary as a result of the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may change. To the extent practicable these amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of annual financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 21.1 (Financial Statementsstatements) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as in accordance with applicable GAAP fairly representing its financial condition as at the date as at which those financial statements were drawn up. (b) The Borrower shall subject to Clause 21.2(c) and (d) (Requirements as to financial statements) below procure that each set of financial statements of the Borrower delivered pursuant to Clause 21.1 (Financial statements) is prepared (using GAAP and accounting practices and financial reference periods consistent with those applied in the case preparation of unaudited the Original Financial Statements for the Borrower, unless in relation to any set of financial statements, subject it notifies the Agent that there has been a material change in GAAP, the accounting practices or reference periods in each case referred to normal year end adjustmentsin the notes, if any, to such financial statements provided that the Borrower is not obliged to make such notification referred to in this paragraph prior to supplying the financial statements to which such notification related in accordance with Clause 21.1 (Financial statements).. Upon such notification the Agent acting reasonably shall be entitled to request the Borrower to deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Borrower’s Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent to enable the Lenders to make an accurate comparison between the financial position indicated in those financial statements and the Borrower’s Original Financial Statement provided that nothing herein shall be interpreted so as to entitle the Agent to request any information from the Borrower the generation of which is either unduly onerous or impracticable for the Borrower. Table of Contents (c) The Borrower will ensure that each set of may change the accounting principles applied to the consolidated financial statements supplied under this Agreement gives (if audited) a true and fair view of, of the Group from US GAAP to IFRS or (if unaudited) fairly represents, its financial condition (any other accounting principles which the Borrower may legally be required to adhere to. The Borrower shall notify the Agent of such change of the accounting principles applied to the consolidated or otherwise) as at the date to which those financial statements were prepared (in of the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of Group when for the first time supplying the consolidated financial statements delivered by of the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be Group prepared on such changed basis in accordance with Clause 21.1 (Financial statements). In the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent event of any material such change to the basis on which its audited or unaudited the consolidated financial statements of the Group are prepared from those applied the Borrower shall upon request of the Agent promptly supply the Agent with sufficient information in form and substance as may be reasonably required by the preparation of its Base Agent, prepared on the same basis as the Original Financial Statements (includingto enable the Lenders to make a proper comparison between the financial position shown by any set of financial statements prepared on such changed basis and that under the Original Financial Statements, without limitation, provided that nothing herein shall be interpreted so as to entitle the Agent to request any change in German GAAP but excluding any change resulting only information from the exercise by Borrower the Borrower generation of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (e) above, then which is either unduly onerous or impracticable for the Borrower and further provided that the Facility Agent shall enter into negotiations may only request such information with regard to the set of financial statements supplied pursuant to Clause 21.1(a)(ii) or 21.1(b) (Financial statements) as the case may be to which the notification referred to above relates and in good faith for a period of not more than thirty (30) days with a view to agreeingaddition: (i) whether or not if such notification is in relation to a set of financial statements supplied pursuant to Clause 21.1(a)(ii) (Financial statements) the change might result in any material alteration in the commercial effect next set of any of the terms of this Agreementfinancial statements supplied pursuant to Clause 21.1(b) (Financial statements); andor (ii) if so, any amendments such notification is in relation to this Agreement (including appropriate changes a set of financial statements supplied pursuant to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value21.1(b) and applicable definitions 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. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statementsstatements) as soon as reasonably practicable after it decides the next set of financial statements supplied pursuant to make or makes any such changeClause 21.1(a)(ii) (Financial statements).

Requirements as to financial statements. (a) Each The Parent shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition, the Borrower pursuant to paragraph (a) Parent shall procure that: (i) each set of Clause 18.1 (Annual Financial Statements) Statements shall be audited and certified without material qualification by the AuditorsAuditors (which Auditor’s opinion shall be without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based); and (ii) each set of Quarterly Financial Statements is accompanied by commentary on the performance of the Restricted Group for the Financial Quarter to which the financial statements relate and the Financial Year to date and any other material developments or proposals affecting the Restricted Group or its business. (b) The requirements under paragraph (a)(ii) above shall be deemed satisfied for so long as the Parent: (i) is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, or elects to comply with such provisions, and it continues to file the reports required by Section 13(a) with the SEC and provided that the Parent shall have given each holder of a Note that is an Institutional Investor written notice, which may be by e-mail or in accordance with Section 18, of such filing in connection with each delivery (provided that such notice requirement in this clause (i) will be deemed to have been satisfied so long as Parent makes available on its public website an alert service allowing any holder of a Note that is an Institutional Investor to subscribe for e-mail alerts notifying such holder when SEC filings have been made); or (ii) the Parent elects to provide to each holder of Notes that is an Institutional Investor reports which, if filed with the SEC, would satisfy (in the good faith judgment of the Parent) the reporting requirements of Section 13(a) or 15(d) of the Exchange Act (other than the provision of certifications, exhibits or information as to internal controls and procedures), for so long as it elects, the Parent will make available to each holder of Notes that is an Institutional Investor, such annual reports, information, documents and other reports that the Parent is, or would be, required to file with the SEC pursuant to such Section 13(a) or 15(d) of the Exchange Act. (c) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 Section 7.1 (Financial Statements) shall be prepared in accordance with GAAP or, in the reporting requirements respect of large companies ERC, the ERC Model. If there has been a material change in the methodology used to calculate ERC and arising as a result of a change determined by the Restricted Group’s portfolio valuation committee or accounting practices, then the Parent shall notify each holder of Notes that is an Institutional Investor in writing of such applicable change and shall also deliver to such holders the information referred to in the following subparagraphs (große Kapitalgesellschafteni) within and (ii) below as appropriate: (i) a description of any change necessary for ERC to reflect the meaning of section 267 subsection 3 determination of the Commercial Code Restricted Group’s portfolio valuation committee or accounting practices; and (Handelsgesetzbuchii) sufficient information, in form and substance as may be reasonably required by the Required Holders, to enable the holders of the Notes to determine whether Section 10.1 (Financial Covenants) has been complied with (but only to the extent that the LTV Ratios have been tested by reference to such financial statements in accordance with the provisions of Section 10.1.3 (Financial Testing)), to compare any LTV Ratio and SSRCF LTV Ratio to any previous calculations thereof provided under this Agreement (regardless of whether the Parent is required to demonstrate compliance with the provisions of Section 10.1.3 (Financial Testing)) and to make an accurate comparison between the financial position indicated using the relevant ERC and the applicable Initial ERC as calculated prior to any such change in methodology. (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (fd) If the Borrower Parent notifies the Facility Agent each holder of Notes that is an Institutional Investor of a change in accordance with paragraph (ec) above, then the Borrower Parent and the Facility Agent holders of the Notes shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, agreeing any amendments to this Agreement (including appropriate changes to which are necessary as a result of the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may change. These amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations contained in this Agreement. If any amendments are agreed they shall take effect and be binding on each the Obligors and the holders of the Parties Notes in accordance with their terms. (ge) The Borrower Notwithstanding any other term of this Agreement, no Event of Default shall provide the Facility Agent with details occur, or be deemed to occur, as a result of any material changes restriction on the identity of the Parent’s Auditors contained in this Agreement being prohibited, unlawful, ineffective, invalid or unenforceable pursuant to the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such changeAudit Laws.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) 19.3.1 Each set of financial statements delivered by the Borrower Parent pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing presenting its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (c) The Borrower will ensure 19.3.2 Subject to Clause 19.3.3 below, the Parent shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements) shall be is prepared in accordance with GAAP, the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning its jurisdiction of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited incorporation and accounting practices and financial statements are prepared from reference periods, in each case consistent with those applied in the preparation of the Original Financial Statements, unless the Parent notifies the Facility Agent that in relation to any sets of financial statements, there has been a change in GAAP or the accounting practices or reference periods and its Base 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 Facility Agent: 19.3.2.1 a description of any change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and 19.3.2.2 sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Facility Agent to determine whether Clause 20 (including, without limitation, any Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Gold Fields_ RCF Table of Contents 19.3.3 There shall be no requirement for the Parent to notify the Facility Agent pursuant to Clause 19.3.2 above that there has been a change in German GAAP but excluding as a result of the implementation of IFRS 16 since the date of the Original Financial Statements nor to provide any change resulting only from of the exercise by items referred to in Clauses 19.3.2.1 or 19.3.2.2 above in relation to the Borrower implementation of a right IFRS 16 and each set of financial statements delivered pursuant to choose an alternative treatment under German GAAPClause 19.1 (Financial statements) shall, subject to Clause 19.4 (IFRS 16 treatment), be prepared taking into account the implementation of IFRS 16. (f) 19.3.4 If the Borrower Parent notifies the Facility Agent of a change in accordance with paragraph (e) Clause 19.3.2 above, then the Borrower Parent and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) 19.3.4.1 whether or not the change might result in any material alteration in the commercial effect of any of the terms of this AgreementAgreement or any other Finance Document; and (ii) 19.3.4.2 if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions or any other Finance Document 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. (g) The Borrower shall provide the Facility Agent with details of any material changes 19.3.5 Any reference in the projections delivered Finance Documents to financial statements shall be construed as a reference to those financial statements as the same may be adjusted under paragraph (c) of this Clause 18.1 (19.3 to reflect the basis upon which the Original Financial Statements) as soon as reasonably practicable after it decides to make or makes any such changeStatements were prepared.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be certified by two directors an Authorised Signatory of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be is prepared in accordance using GAAP and accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the audited Original Financial Statements (includingfor that Obligor unless, without limitationin relation to any set of financial statements, any it notifies the Agent that there has been a change in German GAAP but excluding any change resulting only from GAAP, or the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change accounting practices or reference periods and, unless amendments are agreed in accordance with paragraph (ec) aboveof this Clause 20.3, then its auditors (or, if appropriate, the Borrower and auditors of the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30Obligor) days with a view deliver to agreeingthe Agent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this AgreementGAAP, accounting practices and reference periods upon which that Obligor’s audited Original Financial Statements were prepared; and (ii) if sosufficient information, any in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s audited Original Financial Statements. (c) If the Borrower adopts International Accounting Standards, the Borrower and the Agent shall, at the Borrower’s request, negotiate in good faith with a view to agreeing such amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 21 (Loan to Fixed Asset ValueFinancial Covenants) and applicable the ratios used to calculate the Margin and, in each case, the definitions which used therein as may be necessary to ensure that the change does criteria for evaluating the Group’s financial condition grant to the Lenders protection equivalent to that which would have been enjoyed by them had the Borrower not result in any material alteration in the commercial effect of those terms, and if any adopted International Accounting Standards. Any amendments are agreed they shall will take effect on the date agreed between the Agent and be binding on each the Borrower subject to the consent of the Parties Majority Lenders. If no such agreement is reached within 90 days of the Borrower’s request, the Borrower will remain subject to the obligation to deliver the information specified in accordance with their terms. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (cb) of this Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change20.3.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 19.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower relevant company or the chief financial officer of the Group as giving a true and fair view of its (or, as the case may be, by the General Partner as fairly representing its Group’s consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were drawn up. (b) Subject to paragraph (c) below, the Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 19.1 (Financial statements) is prepared (using GAAP, accounting practices and financial reference periods consistent with those applied in the case preparation of unaudited the Original Financial Statements unless, in relation to any set of financial statements, subject it notifies the Agent that there has been a change in GAAP, the accounting practices or financial reference periods and its auditors, its director or the chief financial officer of the Group deliver to normal year end adjustmentsthe Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and financial reference periods upon which the Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent (acting on the instructions of the Majority Lenders), to enable the Lenders to determine whether Clause 20 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) The Borrower will ensure Parties agree that each set although the Original Financial Statements of the Company were prepared using generally accepted accounting principles, standards and practices in the United States of America, the Company may elect to prepare future financial statements supplied using generally accepted accounting principles, standards and practices under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at IFRS provided that it supplies the date Agent with the information referred to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (ab)(i) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (eb)(ii) above, then the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days 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 (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions 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. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 21.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower as fairly representing its (or, as the case may be, by the General Partner as fairly representing its consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The the Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives of an Obligor (if auditedother than the Borrower) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 21.1 (Financial Statementsstatements) shall be is prepared in accordance using GAAP, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements for that Obligor (includingother than the Borrower) unless, without limitationin 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 that 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 that Obligor’s Original Financial Statements were prepared; and (ii) sufficient information, in German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower of 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 that Obligor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a right reference to choose an alternative treatment under German GAAP)those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (fc) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (eb) above, then of Clause 21.6 (Requirements as to financial statements) the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, agreeing any amendments to this Agreement (including appropriate changes to which are necessary as a result of the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may change. To the extent practicable these amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set The Borrower shall ensure (and shall procure, on a best efforts basis in respect of financial statements the Parent and statements delivered by the Borrower pursuant to paragraph (aGIL) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each that each set of financial statements delivered by the Borrower Borrower, the Parent or GIL pursuant to paragraphs (a) and (b) of Clause 18.1 clause 19.1 (Financial Statementsstatements) shall be certified by either two directors or two authorised officers of the Borrower relevant company as giving a true and fair view of its (or, as the case may be, by its consolidated or the General Partner as fairly representing its Group’s consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were drawn up. SIN-#2682702-v10 48 (b) The Borrower shall ensure that each set of financial statements delivered by it pursuant to clause 19.1(a) (Financial statements) is prepared (using GAAP, accounting practices and financial reference periods consistent with those applied in the case preparation of unaudited the Original Financial Statements for the Borrower unless, in relation to any set of financial statements, subject 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 Borrower) deliver to normal year end adjustments)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 Borrower's Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be required by the Agent, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Borrower's Original Financial Statements. (c) The Borrower will shall ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared attaches a detailed description, in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change a form satisfactory to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (includingAgent, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (e) above, then the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingof: (i) whether or not the change might result any negative variance of over 10% in any material alteration in the commercial effect of any of the terms of this Agreementfinancial performance; and (ii) if soany negative variance of over 5% in production performance, any amendments to this Agreement (including appropriate changes to in each case from the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions 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 termsOriginal Projections. (gd) The Borrower shall provide ensure that each set of financial statement delivered pursuant to clause 19.1(d) attaches a detailed production report of each of Eloff and Kendal, in a form satisfactory to the Facility Agent with Agent, which shall include details of any material changes in the projections delivered under paragraph tonnes mined, revenues and realisation (c) including yields), royalties and costs of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such changeproduction.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by each of the Borrower and the Guarantors pursuant to paragraph (a) (i) of Clause 18.1 19.1 (Financial Statementsstatements) shall be audited include a balance sheet, a profit and certified without material qualification by the Auditors. (b) Each set loss account and a statement of financial statements delivered by the Borrower pursuant to paragraphs (a) cash flow and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing representing, in all material respects. its financial condition (but in the case of the Parent Guarantor, the consolidated financial condition of the Group) as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure Parent Guarantor shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs paragraph (a) and (bc) of Clause 18.1 19.1 (Financial Statementsstatements) shall be is prepared in accordance using US GAAP, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Original Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from unless the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower Parent Guarantor notifies the Facility Agent of that there has been a change in accordance with paragraph (e) aboveUS GAAP, then the Borrower accounting practices or reference periods and its auditors, deliver to the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingAgent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect US GAAP, accounting practices and reference periods upon which the terms of this AgreementOriginal Financial Statements were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 20 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement (including appropriate changes to the those financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions 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 statements of the Parties in accordance with their termsParent Guarantor shall be construed as a reference to those financial statements of the Parent Guarantor as adjusted to reflect the basis upon which its Original Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) Each of the Borrower and the Guarantors (other than the Parent Guarantor) shall procure that each set of its financial statements delivered pursuant to Clause 18.1 19.1 (Financial Statementsstatements) as soon as reasonably practicable after it decides to make or makes any such changeis prepared using the Applicable GAAP.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.2 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower or, company as the case may be, by the General Partner as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were prepared drawn up. (in b) The Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 19.2 (Financial statements) includes or is supplemented by the case most up to date details of unaudited financial statements, subject to normal year end adjustments)all off-balance sheet and time charter hire commitments. (c) The Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements an Obligor delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.2 (Financial Statementsstatements) shall be is prepared using GAAP, accounting practices and financial reference periods which, in accordance relation to each Guarantor, are consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (includingunless, without limitationin relation to any set of financial statements, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower it notifies the Facility Agent of that there has been a change in accordance with paragraph GAAP, the accounting practices or reference periods and its auditors (eor, if appropriate, the auditors of the Obligor) above, then the Borrower and deliver to the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingAgent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this AgreementGAAP, accounting practices and reference periods upon which that Guarantor’s Original Financial Statements were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Guarantor’s Original Financial Statements. Any reference in this Agreement (including appropriate changes to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon 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 termsOriginal Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Company pursuant to paragraphs Clause 21.1 (aAnnual financial statements) and or Clause 21.2 (b) of Clause 18.1 (Financial StatementsHalf-yearly financial statements) shall be certified by two directors an officer of the Borrower relevant company as fairly representing its (or, as the case may be, by the General Partner as fairly representing its consolidated) financial condition and operations as at the date as at 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 the Parent delivered pursuant to Clause 21.1 (Annual financial statements) or Clause 21.2 (Half-yearly financial statements) is prepared (using GAAP, accounting practices and financial reference periods in each case consistent with the case Applicable Accounting Principles unless, in relation to any set of unaudited financial statements, subject it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and the auditors of the Parent deliver to normal year end adjustments)the Facility Agent: (i) a description of any change necessary for the relevant financial statements to reflect the Applicable Accounting Principles; 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 (Financial covenants) has been complied with, to determine any other relevant matter and/or to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the Applicable Accounting Principles. (c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (e) above, then the Borrower Parent and the Facility Agent shall must, each upon the request of the other, enter into negotiations in good faith discussions for a period of not more than thirty (30) 90 days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, agreeing any amendments required to be made to this Agreement (including appropriate changes to place the financial covenants set out Lenders in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the same position as they would have been in if the change does notified under paragraph (b) above had not result in any material alteration in happened. Any agreement between the commercial effect Parent and the Facility Agent, with the prior consent of those termsthe Majority Lenders, and if any amendments are agreed they shall take effect and will be binding on each of all the Parties in accordance with their termsParties. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) 20.3.1 Each set of financial statements and statements Financial Statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of Company or financial statements delivered by the Borrower any other Obligor pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those Financial Statements or financial statements (as the case may be) were drawn up. 20.3.2 The Company shall procure that each set of Financial Statements delivered pursuant to Clause 20.1 (Financial statements) is prepared using GAAP (or in the case of unaudited financial statementsthe Dutch Annual Report, subject to normal year end adjustments). (c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view ofIFRS, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of the financial statements delivered by of Obligors other than the Borrower pursuant to paragraphs (aCompany, the general accepted accounting principles applicable in the jurisdiction of such other Obligor) accounting practices and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (includingunless, without limitationin relation to any set of financial statements, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower it notifies the Facility Agent of that there has been a change in accordance with paragraph GAAP (eor in the case of the Dutch Annual Report, IFRS, or in the case of the financial statements of Obligors other than the Company, the general accepted accounting principles applicable in the jurisdiction of such other Obligor), the accounting practices or reference periods and its auditors (or, if appropriate, its auditors) above, then deliver to the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingAgent: 20.3.2.1 a description of any change necessary for those Financial Statements to reflect the GAAP, (i) whether or not the change might result in any material alteration in the commercial effect of any case of the terms Dutch Annual Report, IFRS, or in the case of this Agreementthe financial statements of Obligors other than the Company, the general accepted accounting principles applicable in the jurisdiction of such other Obligor), accounting practices and reference periods upon which the Original Financial Statements were prepared; and 20.3.2.2 sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 21 (iiFinancial covenants) if so, any amendments to has been complied with and make an accurate comparison between the financial position indicated in those Financial Statements or financial statements (as the case may be) and the Original Financial Statements. Any reference in this Agreement to those Financial Statements or financial statements (including appropriate changes as the case may be) shall be construed as a reference to those financial statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon 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 termsOriginal Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be certified by two directors an Authorised Signatory of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements an Obligor delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be is prepared in accordance using Applicable GAAP and accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (includingfor that Obligor unless, without limitationin relation to any set of financial statements, any it notifies the Agent that there has been a change in German Applicable GAAP but excluding any change resulting only from or the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change accounting practices or reference periods and, unless amendments are agreed in accordance with paragraph (ec) aboveof this Clause 20.3 its auditors (or, then if appropriate, the Borrower and auditors of the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30Obligor) days with a view deliver to agreeingthe Agent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this AgreementApplicable GAAP, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 21.13 (Financial condition covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that 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. (including appropriate c) If the Borrower adopts IFRS or, subject to paragraph (b) above, there are changes to the Applicable GAAP, or the accounting practices or reference periods, the Borrower and the Agent shall, at the Borrower’s request, negotiate in good faith with a view to agreeing such amendments to the financial covenants set out in Clause 19.2 21.13 (Loan to Fixed Asset ValueFinancial condition covenants) and applicable the ratios used to calculate the Margin and, in each case, the definitions which used therein as may be necessary to ensure that the criteria for evaluating the Group’s financial condition grant to the Lenders protection equivalent to that which would have been enjoyed by them had the Borrower not adopted IFRS or there had not been a change does not result in any material alteration in the commercial effect of those termsApplicable GAAP, and if any or the accounting practices or reference periods (subject to compliance with paragraph (b) above). Any amendments are agreed they shall will take effect on the date agreed between the Agent and be binding on each the Borrower subject to the consent of the Parties Majority Lenders. If no such agreement is reached within 90 days of the Borrower’s request, the Borrower will remain subject to the obligation to deliver the information specified in accordance with their terms. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (cb) of this Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change20.3.

Requirements as to financial statements. (a) Each set of financial statements 13.3.1 All accounts and statements delivered by the Borrower pursuant to paragraph required under Clause 13.2 (aInformation) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) above shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (state of affairs of the Group and of the profit and cash flows of the Group and in the case of unaudited financial statements, subject accounts and statements shall be prepared in a manner which is consistent with the audited consolidated accounts of the Group except to normal year end adjustments)comply with changes in accounting practice or as noted therein. (c) 13.3.2 The Borrower will ensure Parent shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at of the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements Parent delivered by the Borrower pursuant to paragraphs Clause 13.2 (aInformation) is prepared using the Applicable Accounting Principles and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Original Financial Statements unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a material change to IFRS, the accounting practices or reference periods and its auditors deliver to the Facility Agent: (including, without limitation, a) a description of any change necessary for those financial statements to reflect the Applicable Accounting Principles and reference periods upon which the Original Financial Statements were based; and (b) sufficient information, in German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower of Facility Agent, to enable the Lenders to determine whether Clause 13.4 (Financial Ratios) 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 Applicable Accounting Principles and reference periods consistent with those applied in the Original Financial Statements 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 right reference to choose an alternative treatment under German GAAP)those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (f) 13.3.3 If the Borrower Parent notifies the Facility Agent of a change in accordance with paragraph (e) above, sub-clause 13.3.2 above then the Borrower Parent and the Facility Agent (acting on the instructions of the Majority Lenders) shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (ia) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (iib) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions 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. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (e) above, then the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days 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 (including appropriate changes to the financial covenants set out in Clause 19.2 (Minimum Tangible Net Worth) to Clause 19.4 (Loan to Fixed Asset Value) (inclusive)) and applicable definitions 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. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of annual financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.1 (Financial Statementsstatements and Material Subsidiaries list) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as in accordance with applicable GAAP fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (db) Each set of annual financial statements delivered by the Borrower pursuant to paragraphs paragraph (aa)(ii) of Clause 19.1 (Financial statements and Material Subsidiaries list) shall contain or be accompanied by a Subsidiaries’ list substantially equivalent to the Subsidiaries’ list set forth in the notes to the Original Financial Statements under the heading “Subsidiaries, Associates and other Equity Investments”. (c) The Borrower shall subject to Clause 19.2(d) and (be) (Requirements as to financial statements) below procure that each set of financial statements of the Borrower delivered pursuant to Clause 18.1 19.1 (Financial Statementsstatements and Material Subsidiaries list) shall be is prepared using GAAP and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for the Borrower, unless in relation to any set of financial statements, it notifies the Agent that there has been a material change in GAAP, the accounting practices or reference periods in each case referred to in the notes, if any, to such financial statements provided that the Borrower is not obliged to make such notification referred to in this paragraph prior to supplying the financial statements to which such notification relates in accordance with Clause 19.1 (Financial statements and Material Subsidiaries list). Upon such notification the reporting requirements Agent acting reasonably shall be entitled to request the Borrower to deliver to the Agent: (i) a description of large companies any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Borrower’s Original Financial Statements were prepared; and (große Kapitalgesellschaftenii) within sufficient information, in form and substance as may be reasonably required by the meaning Agent to enable the Lenders to make an accurate comparison between the financial position indicated in those financial statements and the Borrower’s Original Financial Statement provided that nothing herein shall be interpreted so as to entitle the Agent to request any information from the Borrower the generation of section 267 subsection 3 which is either unduly onerous or impracticable for the Borrower. (d) The Borrower may change the accounting principles applied to: (i) the consolidated financial statements of the Commercial Code Group from US GAAP to IFRS or any other accounting principles which the Borrower may legally be required to adhere to; and (Handelsgesetzbuchii) the unconsolidated financial statements of the Borrower from German GAAP to IFRS, if such unconsolidated financial statements are permitted by applicable law to be prepared on such basis instead of German GAAP. The Borrower shall notify the Agent of such change of the accounting principles when for the first time supplying the financial statements prepared on such changed basis in accordance with Clause 19.1 (Financial statements and Material Subsidiaries list). In the event of any such change to the basis on which the relevant financial statements are prepared the Borrower shall upon request of the Agent promptly supply the Agent with sufficient information in form and substance as may be reasonably required by the Agent, prepared on the same basis as the Original Financial Statements to enable the Lenders to make a proper comparison between the financial position shown by any set of financial statements prepared on such changed basis and that under the Original Financial Statements, provided that nothing herein shall be interpreted so as to entitle the Agent to request any information from the Borrower the generation of which is either unduly onerous or impracticable for the Borrower and further provided that the Agent may only request such information with regard to the set of financial statements supplied pursuant to Clause 19.1(a) or 19.1(b) (Financial statements and Material Subsidiaries list) as the case may be to which the notification referred to above relates and in addition: (i) if such notification is in relation to a set of financial statements supplied pursuant to Clause 19.1(a)(ii) (Financial statements and Material Subsidiaries list) the next set of financial statements supplied pursuant to Clause 19.1(b) (Financial statements and Material Subsidiaries list); or (ii) if such notification is in relation to a set of financial statements supplied pursuant to Clause 19.1(b) (Financial statements and Material Subsidiaries list) the next set of financial statements supplied pursuant to Clause 19.1(a)(ii) (Financial statements and Material Subsidiaries list). (e) The Borrower must notify Nothing herein shall be interpreted so as to limit the Facility Agent right of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (e) above, then the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingprepare: (i) whether or not the change might result in any material alteration in the commercial effect of any consolidated financial statements of the terms Group applying US GAAP accounting principles and parallel consolidated financial statements of this Agreementthe Group applying IFRS accounting principles or any other accounting principles which the Borrower may legally be required to adhere to, as the case may be; andor (ii) unconsolidated financial statements of the Borrower applying German GAAP accounting principles and parallel unconsolidated financial statements of the Borrower applying IFRS accounting principles, provided that the Borrower shall not be obliged to notify the Agent of such parallel accounting. Upon the occurrence of a change as contemplated in Clause 19.2(d) (Requirements as to financial statements) the Lenders acting through the Agent however may not request the information referred to in Clause 19.2(d) (Requirements as to financial statements) if so, any amendments to this Agreement (including appropriate changes and to the extent the Borrower has provided a set of financial covenants statements prepared on the basis of the accounting principles applied in parallel with each set out in of financial statements supplied pursuant to Clause 19.2 (Loan to Fixed Asset Value19.1(a) and applicable definitions 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. (g19.1(b) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statementsstatements and Material Subsidiaries list) as soon as reasonably practicable after it decides immediately prior to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Company pursuant to paragraphs Clause 20.1 (Financial statements) (other than those for Sterling Inc. and Sterling Jewelers Inc. which shall only be required to be audited in accordance with this paragraph (a) and (bif so required by law) of Clause 18.1 (Financial Statements) shall be certified has been audited by two directors of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared KPMG Audit Plc or (in the case of unaudited financial statements, subject a U.S. Group Company an affiliate of KPMG Audit Plc in the United States) or another internationally recognised firm or company of independent auditors. (b) The Company shall ensure that the accounting reference period for each Obligor is not changed except with the prior written consent of the Agent (such consent not to normal year end adjustmentsbe unreasonably withheld or delayed). (ci) The Borrower will ensure Company shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements an Obligor delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be is prepared in accordance using GAAP and accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any such set of financial statements, it notifies the Agent that an Obligor wishes to prepare its Base financial statements on a different basis from the basis used in the preparation of the Original Financial Statements (includingother than by reason of a change in GAAP or the accounting practices generally accepted in the United Kingdom) and its auditors (or, without limitationif appropriate, the auditors of the Obligor) deliver to the Agent: (A) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which that Obligor's Original Financial Statements were prepared; and (B) sufficient information, in German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower of a right Agent, to choose enable the Lenders to determine whether Clause 21 (Financial Covenants) has been complied with and make an alternative treatment under German GAAP)accurate comparison between the financial position indicated in those financial statements and that Obligor's Original Financial Statements. (fii) If the Borrower Company notifies the Facility Agent of a change in accordance with paragraph (ec)(i) above, above then the Borrower Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (iA) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (iiB) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. . If no such agreement is reached within 30 days of that notification of change, the Agent shall (gif so requested by the Majority Lenders) The Borrower shall provide instruct the Facility auditors of the Company or independent accountants (approved by the Company or, in the absence of such approval within 5 days of request by the Agent of such approval, a firm with details recognised expertise) to determine any amendment to Clause 21 (Financial covenants), Clause 1.1 (Definitions) and any other terms of this Agreement which the auditors or, as the case may be, accountants (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material changes alteration in the projections delivered under paragraph (c) commercial effect of Clause 18.1 (the terms of this Agreement. Those amendments shall take effect when so determined by the auditors, or as the case may be, accountants. The cost and expense of the auditors or accountants shall be for the account of the Company. Any reference in this Agreement to 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) as soon as reasonably practicable after it decides to make or makes any such changeStatements were prepared.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Company pursuant to paragraphs Clause 19.1 (aAnnual financial statements), Clause 19.2 (Quarterly financial statements) and or Clause 19.3 (b) of Clause 18.1 (Financial StatementsMonthly financial statements) shall be certified by two directors a director of the Borrower relevant company as fairly representing its (or, as the case may be, by the General Partner as fairly representing its consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were prepared drawn up. (in the case b) The Company shall procure that each set of unaudited financial statements of an Obligor delivered pursuant to Clause 19.1 (Annual financial statements), subject to normal year end adjustments)Clause 19.2 (Quarterly financial statements) or Clause 19.3 (Monthly financial statements) is prepared deconsolidating Permitted Non-Recourse Subsidiaries. (c) The Borrower will ensure Company shall procure that each set of financial statements supplied under this Agreement gives of an Obligor delivered pursuant to Clause 19.1 (Annual financial statements), Clause 19.2 (Quarterly financial statements) or Clause 19.3 (Monthly financial statements) is prepared using GAAP, accounting practices and financial reference periods in each case consistent with the Applicable Accounting Principles 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 or its auditors (or, if auditedappropriate, the auditors of the Obligor) deliver to the Agent: (i) a true description of any change necessary for the relevant financial statements to reflect the Applicable Accounting Principles; and (ii) sufficient information, in form and fair view ofsubstance as may be reasonably required by the Agent, or to enable the Lenders to determine whether Clause 20 (if unauditedFinancial covenants) fairly representshas been complied with, its to calculate the Excess Cash Flow, to determine any other relevant matter and/or to make an accurate comparison between the financial condition (consolidated or otherwise) as at the date to which position indicated in those financial statements were prepared (and that 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 case of unaudited financial statements, subject to normal year end adjustments)Applicable Accounting Principles. (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower Company notifies the Facility Agent of a change in accordance with paragraph (eb) above, then of this Clause 19.6 the Borrower Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, agreeing any amendments to this Agreement (including appropriate changes to which are necessary as a result of the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may change. To the extent practicable these amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each 19.3.1 The Borrower shall procure that each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 19.1 (Financial Statementsstatements and reports) includes a balance sheet, profit and loss account and cash flow statement and shall be audited and certified without material qualification by the Auditors. (b) 19.3.2 Each set of financial statements delivered by the Borrower pursuant to paragraphs Clause 19.1 (Financial statements and reports) shall be: (a) certified by a director of the relevant company as giving a true and fair view of (b) in the case of financial statements delivered pursuant to Clause 18.1 19.1 (Financial Statementsstatements and reports) shall be certified by two directors of the Borrower orfor any financial year), as the case may be, by the General Partner as or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were prepared drawn up; (b) comprises at least a balance sheet, profit and loss account and cashflow statement for the financial period then ended, and (in the case of unaudited management accounts) for the financial statements, subject year to normal date and the period of 12 months ending on the last day of the half year end adjustments).financial period; and (c) The Borrower will ensure that each set of prepared using the Accounting Principles, accounting practices and financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (includingunless, without limitationin relation to any set of financial statements, any it notifies the Facility Agent that there has been a change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP).Accounting Principles, those accounting practices or those reference periods. Facility Agreement _Powerfleet_ 64 (f) 19.3.3 If the Borrower notifies the Facility Agent of a any change in accordance with paragraph Accounting Principles, as contemplated by Cxxxxx 19.3.2(c), it shall procure that its Auditors (eor, if appropriate, the auditors of the relevant member of the Covenant Group) above, then the Borrower and deliver to the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingAgent: (ia) whether or not a description of any change necessary for those financial statements to reflect Accounting Principles, the change might result in any material alteration accounting practices and the reference periods as applied in the commercial effect of any preparation of the terms of this AgreementOriginal Financial Statements; and (iib) if sosufficient information, any amendments in form and substance reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. 19.3.4 Any reference in this Agreement (including appropriate changes to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon 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 termsOriginal Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.