Common use of Requirements as to financial statements Clause in Contracts

Requirements as to financial statements. (a) The Company shall procure that: (i) each set of Annual Financial Statements shall be audited by the auditors and shall include the audited profit and loss accounts, balance sheets and cashflow statements of each Obligor (prepared in the case of the Company on a consolidated basis); and (ii) each set of Monthly Financial Statements shall be in the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent). (b) Each set of financial statements delivered pursuant to clause 24.1: (i) in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements; (ii) in the case of the Monthly Financial Statements of the Company, shall be accompanied by a commentary by the finance director of the Company comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year; and (iii) shall be prepared in accordance with Accounting Principles. (c) If after the date of this Agreement a change in the Accounting Principles (as at the date of this Agreement) or the accounting practices is such as to affect: (A) the determination of the financial covenants contained in clause 25 (Financial covenants); and/or (B) the determination of compliance with clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/or (C) the Margin, the Company and the Agent shall, at the Agent’s request, negotiate in good faith with a view to agreeing such amendments as may be necessary to grant to the Lenders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the Agent’s request, the Agent and the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity of the independent accountant such independent accountant as the chair of the law society directs) to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lenders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all the Parties. (d) If at any time a Default is continuing the Agent wishes to discuss the financial position of any member of the Group with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) The Company shall procure thatEach set of Relevant Financial Statements shall: (i) each set include a balance sheet, profit and loss account and cashflow statement; (ii) (in the case of Annual Financial Statements shall only) be audited by the auditors Auditors; (iii) be certified by an Authorised Signatory as giving a true and shall include fair view of (if audited), or fairly representing (in other cases), the audited profit Group’s consolidated financial condition as at the date at which, and loss accountsthe Group’s consolidated results of operation for the period for which, balance sheets and cashflow those financial statements of each Obligor (prepared were drawn up and, in the case of the Company on a consolidated basis); and (ii) each set of Monthly Financial Statements shall be in the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent). (b) Each set of financial statements delivered pursuant to clause 24.1: (i) in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company (to the extent the Company receives such a letter) by the auditors Auditors and accompanying those Annual Financial Statements; Statements provided that for this sub-paragraph (iiiii) in only, the case of the Monthly Financial Statements of the Company, shall be accompanied by a commentary by the finance director of the Company comparing actual performance for the period reference to which the financial statements relate to: Group (A) would include the projected performance HHH Group if the Company has made the Election and (B) may include the HHH Group if the Company has not made the Election but the Relevant Financial Statements include the financial information of the HHH Group on a consolidated basis for that period set out in the Budgetinformation purposes only; and (Biv) be prepared using the actual performance for the corresponding period Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preceding Financial Year; and (iii) shall be prepared preparation of the Base Case Model as varied in accordance with Accounting Principles. Clause 23.3 (cFinancial testing) If after unless, in relation to any set of Relevant Financial Statements, the date of this Agreement Company notifies the Agent that there has been a change in the Accounting Principles (as at the date of this Agreement) or the Principles, accounting practices is or financial reference periods and, following such as to affect:notification, the Company complies with the procedures and requirements set out in paragraphs (b) and (c) below. (Ab) If the determination Company notifies the Agent of the financial covenants contained a change in clause 25 accordance with paragraph (Financial covenants); and/or (Ba)(iv) the determination of compliance with clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/or (C) the Marginabove, the Company and the Agent shall, at the Agent’s request, negotiate shall enter into negotiations in good faith with a view to agreeing such agreeing: (i) whether or not that change might result in any material alteration in the commercial effect of the provisions of Clause 23 (Financial Covenants) (including the defined terms included therein); and (ii) if so, any amendments as to this Agreement which may be necessary to grant to ensure that such change does not result in any material alteration in the Lenders protection comparable to that granted commercial effect of those provisions, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. (c) If no agreement on the date subject matters referred to in paragraph (b)(i) or (b)(ii) above is reached within 30 days of this Agreement, and the notification of that change (or any amendments so agreed will take effect on the date longer period agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the Agent’s request), the Agent and the Company shall instruct independent accountants deliver to the Agent, together with the Relevant Financial Statements in relation to which that change has occurred (and if each subsequent set of Relevant Financial Statements delivered under Clause 22.1 (Financial statements) unless the Agent applicable amendments with respect to such change are agreed in accordance with paragraph (b) above), any reconciliation statements (audited, where applicable) necessary to enable calculations based on the Accounting Principles as they were before that change, and that change will be ignored for the Company cannot agree the identity purposes of the independent accountant such independent accountant financial undertakings in Clause 23 (Financial Covenants). Any reference in this Agreement to any Relevant Financial Statements shall be construed as the chair of the law society directs) to determine any amendments a reference to those clauses or definitions which those accountants (acting Relevant Financial Statements as experts and not as arbitrators) consider appropriate adjusted to grant to reflect the Lenders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all the Parties. (d) If at any time a Default is continuing the Agent wishes to discuss the financial position of any member of the Group with the auditors, the Agent may notify the Company, stating the questions or issues basis upon which the Agent wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably requestBase Case Model was prepared.

Requirements as to financial statements. (a) The Company shall procure that: (i) each set of Annual Financial Statements shall be audited by the auditors and shall include the audited profit and loss accounts, balance sheets and cashflow statements of each Obligor (prepared in the case of the Company on a consolidated basis); and (ii) each set of Monthly Financial Statements shall be in the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent). (b) Each set of financial statements delivered by the Parent pursuant to clause 24.1: Clause 21.1 (iFinancial statements) in the case of the Annual Financial Statements, shall be accompanied certified by any letter addressed to the management a director of the relevant company as fairly representing its financial condition as at the date as at which those financial statements were drawn up. (b) All financial statements of the Parent delivered or to be delivered to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements; (ii) in the case of the Monthly Financial Statements of the Company, shall be accompanied by a commentary by the finance director of the Company comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year; and (iii) Agent under this Agreement shall be prepared in accordance with the Approved Accounting Principles. Principles and shall include (cin the case of any consolidated financial statements of the Parent) a consolidated cashflow statement. If after the date as a result of this Agreement a change in accounting principles such financial statements are required to be prepared on a different basis (and that difference is or could reasonably be expected to be relevant to the Accounting Principles (as at the date of this Agreement) or the accounting practices is such as to affect: (A) the determination calculation of the financial covenants contained in clause 25 (Financial covenants); and/orratios under this Agreement or otherwise material to the interests of the Finance Parties under this Agreement): (Bi) the determination Obligors’ Agent shall, as soon as reasonably practicable after becoming aware of compliance with clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/orthat change, so advise the Agent; (Cii) on request of the MarginAgent, the Company Obligors’ Agent and the Agent shall, at (on behalf of the Agent’s request, Lenders) shall negotiate in good faith with a view to agreeing such amendments to Clause 22 (Financial covenants) and/or the definitions of any or all of the terms used therein as may be are necessary to grant give the Lenders comparable protection to that contemplated at the Restatement Date; (iii) if amendments satisfactory to the Lenders protection comparable to that granted on are agreed by the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company Obligors’ Agent and the Agent; and if no such agreement is reached Agent in writing within 30 days of such notification to the Agent’s request, the Agent and the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity of the independent accountant such independent accountant as the chair of the law society directs) to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lenders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all the Parties. (d) If at any time a Default is continuing the Agent wishes to discuss the financial position of any member of the Group in accordance with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the auditors. In this event, the Company must ensure terms of that the auditors are authorised (at the expense of the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agentagreement; and (iiiv) to disclose 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 for Agent, in reasonable detail and in a form reasonably satisfactory to the Finance Parties 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 information which reference 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 Agent may reasonably requestrelevant financial statements are prepared in accordance with Approved Accounting Principles.

Requirements as to financial statements. (a) The Company shall procure that: (i) each set of Annual Financial Statements shall be audited by the auditors and shall include the audited profit and loss accounts, balance sheets and cashflow statements of each Obligor (prepared in the case of the Company on a consolidated basis); and (ii) each set of Monthly Financial Statements shall be in the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent). (b) Each set of financial statements delivered pursuant to clause 24.1: (i) in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements; (ii) in the case of the Monthly Financial Statements of the Company, shall be accompanied by a commentary by the finance director of the Company comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year; and (iii) shall be prepared in accordance with Accounting Principles. (civ) If after the date of this Agreement a change in the Accounting Principles (as at the date of this Agreement) or the accounting practices is such as to affect: (A) the determination of the financial covenants contained in clause 25 (Financial covenants); and/or (B) the determination of compliance with clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/or (C) the Margin, the Company and the Agent shall, at the Agent’s request, negotiate in good faith with a view to agreeing such amendments as may be necessary to grant to the Lenders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the Agent’s request, the Agent and the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity of the independent accountant such independent accountant as the chair of the law society directs) to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lenders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all the Parties. (dc) If at any time a Default is continuing the Agent wishes to discuss the financial position of any member of the Group with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) The Company shall procure that: (i) each Each set of Annual financial statements and statements delivered by a Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements Statements) shall be audited and accompanied by an audit report without material qualification by the auditors and shall include the audited profit and loss accounts, balance sheets and cashflow statements of each Obligor (prepared in the case of the Company on a consolidated basis); and (ii) each set of Monthly Financial Statements shall be in the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent)Auditors. (b) Each set of financial statements delivered by a Guarantor pursuant to clause 24.1paragraphs (a) and (b) of Clause 11.1 (Financial Statements) shall be certified by: (i) the chief financial officer, director of treasury or treasurer of that Guarantor, in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management financial statements of the relevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial StatementsGuarantor; (ii) a senior duly authorised officer, in the case of the Monthly Financial Statements financial statements of the Company, shall be accompanied by a commentary by the finance director of the Company comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the BudgetGeneral Partner; and (B) the actual performance for the corresponding period in the preceding Financial Year; andor (iii) shall be prepared a senior duly authorised officer, in accordance with Accounting Principlesthe case of financial statements of a Limited Partner, as the case may be, as fairly representing its financial condition as at the date as at which those financial statements were drawn up (in the case of unaudited financial statements, subject to normal year end adjustments). (c) If after Each Guarantor must notify the date Facility Agent of this Agreement a any material change to the basis on which 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 the relevant Base Financial Statements (including, without limitation, any change in US GAAP but excluding any change resulting only from the Accounting Principles (as at exercise by the date of this Agreement) Guarantor or the accounting practices is such as to affect: (A) the determination of the financial covenants contained in clause 25 (Financial covenants); and/or (B) the determination of compliance with clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/or (C) the MarginGeneral Partner, the Company and the Agent shall, at the Agent’s request, negotiate in good faith with a view to agreeing such amendments as may be necessary to grant to the Lenders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the Agent’s request, the Agent and the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity of the independent accountant such independent accountant as the chair case may be, of the law society directs) a right to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lenders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all the Partieschoose an alternative treatment under US GAAP). (d) If at any time a Default is continuing Guarantor notifies the Facility Agent wishes of a change in accordance with paragraph (c) above, then that 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 discuss the financial position of any member of the Group with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of the Company):agreeing: (i) to discuss whether or not the financial position change might result in any material alteration in the commercial effect of each member any of the Group with the Agent on request from the Agentterms of this Guarantee Agreement; and (ii) if so, any amendments to disclose this Guarantee Agreement (including appropriate changes to the Agent for financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the Finance Parties change does not result in any information which material alteration in the Agent may reasonably requestcommercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their terms.

Requirements as to financial statements. (a) The Company Parent shall procure that each set of Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account (or equivalent income statement) and, in the case of Annual Financial Statements only, a cashflow statement. In addition, the Parent shall procure that: (i) each set of Annual Financial Statements shall be audited by the auditors and shall include the audited profit and loss accounts, balance sheets and cashflow statements of each Obligor (prepared in the case of the Company on a consolidated basis)Parent’s Auditors; and (ii) each set of Monthly Quarterly Financial Statements is accompanied by a cashflow statement in such form as prepared internally by the Group and which shall be in delivered for information purposes only (and the Lenders will have no approval rights with respect to such quarterly cashflow statements (or the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedentthereof)). (b) The Parent shall only be required to deliver Monthly Financial Statements (if any) in such form as prepared internally by the Group and such Monthly Financial Statements shall be delivered for information purposes only (and the Lenders will have no approval right or right to query or request additional information in respect of such Monthly Financial Statements (or the form thereof) and there shall be no requirement that the directors comment on the performance of the Group or any material developments or proposals affecting the Group or its business). To the extent that the Group does not (for whatever reason and for whatever length of time) produce Monthly Financial Statements and/or amends the form of such Monthly Financial Statements (in each case, in its sole discretion), there shall be no Default, Event of Default or other breach of this Agreement as a result thereof. (c) Each set of financial statements Annual Financial Statements and Quarterly Financial Statements delivered pursuant to clause 24.1:Clause 22.1 (Financial statements): (i) shall be certified by the chief financial officer, chief executive officer or chief operating officer (or other equivalent senior officer) of the Parent as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly representing (in the case of Quarterly Financial Statements for any Financial Quarter), its financial condition and operations as at the date as at which those financial statements were drawn up and, in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management audit opinion in respect of the relevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements; (ii) in the case of the Monthly Quarterly Financial Statements of the CompanyStatements, shall be accompanied by a commentary statement by the finance director chief financial officer, chief executive officer or chief operating officer (or other equivalent senior officer) of the Company Parent comparing actual performance (referring specifically to the balance sheet and profit and loss account) for the period to which the financial statements relate to the actual performance for the corresponding period in the preceding Financial Year of the Group; (iii) shall be accompanied by a statement by the chief financial officer, chief executive officer or chief operating officer (or other equivalent senior officer) of the Parent comparing actual performance (referring specifically to the balance sheet and profit and loss account) for the period to which the financial statements relate to: : 112 (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year; and (iii) shall be prepared in accordance with Accounting Principles. (c) If after the date of this Agreement a change in the Accounting Principles (as at the date of this Agreement) or the accounting practices is such as to affect: (A) the determination of the financial covenants contained in clause 25 (Financial covenants); and/or (B) the determination of compliance with clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/or (C) the Margin, the Company and the Agent shall, at the Agent’s request, negotiate in good faith with a view to agreeing such amendments as may be necessary to grant to the Lenders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the Agent’s request, the Agent and the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity of the independent accountant such independent accountant as the chair of the law society directs) to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lenders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all the Parties. (d) If at any time a Default is continuing the Agent wishes to discuss the financial position of any member of the Group with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) The Company shall procure that: (i) each set of Annual Financial Statements shall be audited by the auditors and shall include the audited profit and loss accounts, balance sheets and cashflow statements of each Obligor (prepared in the case of the Company on a consolidated basis); and (ii) each set of Monthly Financial Statements shall be in the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent). (b) Each set of financial statements delivered by the Company pursuant to clause 24.1paragraph (a) of Clause 20.1 (Financial statements) shall be certified by an authorised signatory on behalf of the relevant company as fairly representing its (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements of the Group delivered pursuant to Clause 20.1 (Financial statements) is prepared using IFRS and it shall deliver to the Facility Agent: (i) sufficient information, in form and substance as may be reasonably required by the case of Facility Agent, to enable the Annual 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 the Original Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements;; and (ii) in a description of any change necessary for those financial statements to reflect the case of Applicable Accounting Principles upon which the Monthly Original Financial Statements of the Company, shall be accompanied by a commentary by the finance director of the Company comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year; and (iii) shall be prepared in accordance with Accounting Principleswere prepared. (c) If after the date of Any reference in this Agreement to the financial statements of the Group delivered pursuant to Clause 20.1 (Financial statements) shall be construed as a reference to those financial statements as adjusted to reflect the Applicable Accounting Principles and, if applicable, any amendments pursuant to paragraph (d) below. (d) The Company may at any time notify the Facility Agent that there has been a change in accounting practices applied or accounting principles in force in relation to a set of financial statements from the Applicable Accounting Principles upon which the Original Financial Statements were prepared, in which case the Company and the Facility Agent shall negotiate in good faith for not less than 30 days with a view to agreeing: (i) any amendments to Clause 20.1 (Financial statements) and any of the definitions of terms used therein as are necessary to provide the Lenders and the Company comparable protection to that contemplated at the date of this Agreement) or the accounting practices is such as to affect: (A) the determination of the financial covenants contained in clause 25 (Financial covenants); and/or (B) the determination of compliance with clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/or (C) the Margin, the Company and the Agent shall, at the Agent’s request, negotiate in good faith with a view to agreeing such amendments as may be necessary to grant to the Lenders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the Agent’s request, the Agent and the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity of the independent accountant such independent accountant as the chair of the law society directs) to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lenders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all the Parties. (d) If at any time a Default is continuing the Agent wishes to discuss the financial position of any member of the Group with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) any other amendments to disclose this Agreement which are necessary to ensure that the adoption by the Group of different accounting practices or principles does not result in any material alteration to the Agent for commercial effect of the Finance Parties obligations of any information which Obligor under this Agreement. If amendments satisfactory to the Agent may reasonably requestMajority Lenders (acting reasonably) are so agreed in writing by the Company and the Facility Agent, those amendments shall take effect in accordance with the terms of that agreement.

Requirements as to financial statements. (a) The Company shall procure that: (i) each set of Annual Financial Statements shall be audited by the auditors and shall include the audited profit and loss accounts, balance sheets and cashflow statements of each Obligor (prepared in the case of the Company on a consolidated basis); and (ii) each set of Monthly Financial Statements shall be in the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent). (b) Each set of financial statements delivered pursuant to clause 24.1: (i) in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements; (ii) in the case of the Monthly Financial Statements of the Company, shall be accompanied by a commentary by the finance director of the Company comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year; and (iii) shall be prepared in accordance with Accounting Principles. (c) If after the date of this Agreement Where there is a change in the Accounting Principles (as at the date of this Agreement) or the Principles, accounting practices is such as or financial reference periods to affectthose applied: (i) in the case of the Parent, in the preparation of the audited consolidated financial statements for the Financial Year ended 31 December 2015; and (ii) in the case of any Obligor, in the preparation of the financial statements, audited where required by local law, for the Financial Year ended 31 December 2015 for that Obligor which has an effect on: (A) the determination of the financial covenants contained EBIT, EBITA or EBITDA, which results in clause 25 (Financial covenants); and/orEBIT, EBITA or EBITDA being increased or decreased by not less than $500,000 as a result of such change; (B) the determination of compliance Total Net Debt, which results in Total Net Debt being increased or decreased by not less than $1,000,000 as a result of such change; (C) the determination of Net Finance Charges, which results in Net Finance Charges being increased or decreased by not less than $200,000 as a result of such change; or (D) the determination of the gross assets for any Guarantor, which results in the amount of gross assets being increased or decreased by not less than $1,000,000 as a result of such change, in relation to any set of financial statements, the Parent shall notify the Agent that there has been a change in the Accounting Principles, the accounting practices or the financial reference period and (1) in relation to the Monthly Financial Statements, the Parent and (2) in relation to the Annual Financial Statements, the Auditors (or, if appropriate, the auditors of the relevant Obligor), shall deliver, to the Agent sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine the Margin for the purposes of clause 15.1 (Margin adjustment), to determine whether clause 25 (Financial covenants) has been complied with and/or to determine whether clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/or ) has been complied with (C) the Marginin each case, assuming that no such change of Accounting Principles, the Company accounting practices or the financial reference period had occurred) and to make an accurate comparison between the financial position indicated in those financial statements and the Agent shall, at audited consolidated financial statements for the Agent’s request, negotiate Financial Year ended 31 December 2015 (in good faith with a view to agreeing such amendments as may be necessary to grant to the Lenders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company and the Agent; and if no such agreement is reached within 30 days case of the AgentParent) or that Obligor’s request, financial statements for the Agent and Financial Year ended 31 December 2015 (in the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity case of the independent accountant such independent accountant as the chair of the law society directs) to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lenders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all the Partiesan Obligor). (d) If at any time a Default is continuing the Agent wishes to discuss the financial position of any member of the Group with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) The Company shall procure that: (i) each set of Annual Financial Statements shall be audited by the auditors and shall include the audited profit and loss accounts, balance sheets and cashflow statements of each Obligor (prepared in the case of the Company on a consolidated basis); and (ii) each set of Monthly Financial Statements shall be in the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent). (b) Each set of financial statements delivered by the Borrower pursuant to clause 24.1Clause 20.1 (Annual statements) and Clause 20.2 (Monthly financial statements) shall be certified by an Authorised Signatory of the Borrower as fairly representing its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Borrower shall procure that each set of its financial statements delivered pursuant Clause 20.1 (Annual statements) and Clause 20.2 (Monthly financial statements) is prepared using US GAAP, accounting practices and financial reference periods in each case consistent with the Accounting Principles unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in US GAAP, the accounting practices or reference periods and its auditors deliver to the Facility Agent: (i) in a description of any change necessary for those financial statements to reflect the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements;Accounting Principles; and (ii) sufficient information, in the case of the Monthly Financial Statements of the Company, shall form and substance as may be accompanied by a commentary reasonably required by the finance director of Facility Agent, to enable the Company comparing actual performance for the period Lenders to which determine whether Clause 21 (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 relate to: (A) and the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Borrower’s Original Financial Year; and (iii) shall be prepared in accordance with Accounting PrinciplesStatements. (c) If after the date Borrower notifies the Facility Agent of this Agreement a change in the Accounting Principles accordance with paragraph (as at the date b) of this Agreement) or Clause the accounting practices is such as to affect: (A) the determination of the financial covenants contained in clause 25 (Financial covenants); and/or (B) the determination of compliance with clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/or (C) the Margin, the Company Borrower and the Facility Agent shall, at the Agent’s request, negotiate shall enter into negotiations in good faith with a view to agreeing such amendments as may be necessary to grant to the Lenders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the Agent’s request, the Agent and the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity of the independent accountant such independent accountant as the chair of the law society directs) to determine any amendments to those clauses or definitions this Agreement which those accountants (acting are necessary as experts and a result of the change. To the extent practicable these amendments will be such as to ensure that the change does not as arbitrators) consider appropriate to grant to result in any material alteration in the Lenders protection comparable to that granted on commercial effect of the date of obligations in this Agreement, which . If any amendments are agreed they shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all each of the PartiesParties in accordance with their terms. (d) If at any time Any reference in this Agreement to those financial statements shall be construed as a Default is continuing reference to those financial statements as adjusted to reflect the Agent wishes to discuss the financial position of any member of the Group with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably requestAccounting Principles.

Requirements as to financial statements. (a) The Company shall procure that: (i) each set of Annual Financial Statements shall be audited by the auditors and shall include the audited profit and loss accounts, balance sheets and cashflow statements of each Obligor (prepared in the case of the Company on a consolidated basis); and (ii) each set of Monthly Financial Statements shall be in the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent). (b) Each set of financial statements delivered pursuant to clause 24.1Clause 18.1 (Financial statements) shall be certified by (i) one (1) of the chief financial officer or chief executive officer plus (ii) a director or the company secretary or an authorised representative of the relevant company, as giving a true and fair view of its (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up. (b) The Borrower and the Guarantor shall procure that each set of financial statements of the Borrower and the Guarantor (as the case may be) delivered pursuant to Clause 18.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for the Borrower and the Guarantor, as the case may be, unless, in relation to any set of financial statements, it notifies the Administrative 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 and the Guarantor, as the case may be) deliver to the Administrative Agent: (i) in a description of any change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the case of Borrower’s and the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements; (ii) in the case of the Monthly Guarantor’s Original Financial Statements of the Company, shall be accompanied by a commentary by the finance director of the Company comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year; and (iii) shall be prepared in accordance with Accounting Principles. (c) If after the date of this Agreement a change in the Accounting Principles (as at the date of this Agreement) or the accounting practices is such as to affect: (A) the determination of the financial covenants contained in clause 25 (Financial covenants); and/or (B) the determination of compliance with clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/or (C) the Margin, the Company and the Agent shall, at the Agent’s request, negotiate in good faith with a view to agreeing such amendments as may be necessary to grant to the Lenders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the Agent’s request, the Agent and the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity of the independent accountant such independent accountant as the chair of the law society directs) to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lenders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all the Parties. (d) If at any time a Default is continuing the Agent wishes to discuss the financial position of any member of the Group with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agentwere prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Administrative Agent, to disclose enable the Lender to determine whether Clause 19 (Financial Covenants) has been complied with and make an accurate comparison between the Agent financial position indicated in those financial statements and Original Financial Statements for the Finance Parties any information Borrower and the Guarantor, as the case may be. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Agent may reasonably requestOriginal Financial Statements were prepared.

Requirements as to financial statements. (a) The Company shall procure that: (i) each Each set of Annual financial statements delivered by an Obligor (other than Energizer Holdings) pursuant to paragraph (a) of Clause 19.1 (Financial Statements statements) shall be audited certified by a director of the auditors and shall include the audited profit and loss accountsrelevant company as fairly representing, balance sheets and cashflow statements of each Obligor in accordance with Agreement Accounting Principles, its (prepared in or, as the case may be, its consolidated) financial condition and operations as at the end of and for the Company on a consolidated basis); and (ii) each set of Monthly Financial Statements shall be period in the form of the monthly management accounts supplied by the Company relation to the Agent pursuant to clause 4.1 (Initial conditions precedent)which those financial statements were drawn up. (b) Each set of financial statements delivered by Energizer Holdings pursuant to clause 24.1: paragraph (ia) of Clause 19.1 (Financial statements) or by any Obligor pursuant to paragraph (b) of Clause 19.1 (Financial statements) shall be certified by the Chief Financial Officer or Treasurer of Energizer Holdings as fairly representing, in accordance with Agreement Accounting Principles, its (or, as the case of the Annual Financial Statementsmay be, shall be accompanied by any letter addressed to the management of its consolidated or the relevant company (to Obligors' consolidated or unconsolidated) financial condition and operations as at the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements; (ii) in the case end of the Monthly Financial Statements of the Company, shall be accompanied by a commentary by the finance director of the Company comparing actual performance and for the period in relation to which those financial statements were drawn up. (c) Each Obligor shall procure that each set of its financial statements delivered pursuant to Clause 19.1 (Financial statements) is prepared using Agreement Accounting Principles, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements provided that if any changes in generally accepted accounting principles in the United States as at the date of this Agreement are required or permitted after the date of this Agreement and are adopted by Energizer Holdings or any of its Subsidiaries with the agreement of its independent auditors and such changes result in a change in the method of calculation of any of the financial statements relate to: (A) the projected performance for that period set out covenants, tests, restrictions or standards in this Agreement or in the Budget; and related definitions or terms used in this Agreement (B) "Accounting Changes"), the actual performance Parties agree, at Energizer Holdings' request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the corresponding period financial condition of Energizer Holdings and its Subsidiaries shall be the same after such changes as if such changes had not been made. Until such provisions are amended in a manner reasonably satisfactory to the preceding Financial Year; and (iii) Majority Lenders, no Accounting Change shall be given effect in such calculations and all financial statements and reports required to be delivered under this Agreement shall be prepared in accordance with Agreement Accounting Principles. (c) If after Principles without taking into account such Accounting Changes. In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles as of the date of this Agreement a change shall mean generally accepted accounting principles as in effect in the Accounting Principles (United States as at of the date of this Agreement) or the accounting practices is such as to affect: (A) the determination of the financial covenants contained in clause 25 (Financial covenants); and/or (B) the determination of compliance with clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/or (C) the Margin, the Company and the Agent shall, at the Agent’s request, negotiate in good faith with a view to agreeing such amendments as may be necessary to grant to the Lenders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the Agent’s request, the Agent and the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity of the independent accountant such independent accountant as the chair of the law society directs) to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lenders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all the Partiesamendment. (d) If at any time a Default is continuing the Agent wishes to discuss the financial position of any member of the Group with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of the Company): (i) to discuss the financial position of each member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request.