Common use of Original Financial Statements Clause in Contracts

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not made. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (c) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (d) There has been no material adverse change in the assets, business or consolidated financial condition of the Group since the date of the Original Financial Statements which is reasonably likely to have a Material Adverse Effect. (e) Its most recent financial statements delivered pursuant to Clause 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and the Base Case Model; and (ii) give a true and fair view of (if audited) or fairly represent in all material respects (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (f) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied (it being understood that such projections and forecasts may vary from actual results and that such variances may be material).

Original Financial Statements. (a) Its To the best of the knowledge, information and belief of the Company: (i) the Original Financial Statements were prepared in all material respects in accordance with the Applicable Accounting Principles consistently applied unless otherwise referred to in such Original Financial Statements (or notes thereto or expressly disclosed to the Agent in writing to the contrary. However, in the case of quarterly statements normal ); and (ii) subject to customary year-end adjustments were not made. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for period-end adjustments, the relevant financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (c) Its audited Original Financial Statements give a true and fair view of its the financial condition and results of operations those members of the Group to which they are expressed to relate during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (d) There has been no material adverse change in the assets, business or consolidated financial condition of the Group since the date of the Original Financial Statements which is reasonably likely to have a Material Adverse Effect. (eb) Its most recent financial statements Annual Financial Statements and Quarterly Financial Statements delivered pursuant to Clause 21.1 Schedule 15 (Financial statementsInformation Undertakings): (i) have been prepared in all material respects in accordance with the Applicable Accounting Principles as consistently applied unless otherwise referred to in such financial statements (or the notes thereto) and to the Original extent appropriate in the context of Quarterly Financial Statements and Statements, save as disclosed to the Base Case ModelAgent in writing prior to the date of delivering of those financial statements; and (ii) give a true and fair view of (if audited) or fairly represent (if unaudited) in each case, in all material respects (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relaterelate and for the Financial Year subject, in the case of Quarterly Financial Statements, to year-end adjustments. (fc) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were believed to be reasonable as at the date they were prepared and supplied (supplied, it being understood that such projections and forecasts may vary from actual results be subject to significant uncertainties and contingencies which are beyond the Group’s control and that such variances may no assurance can be material)given that the forecasts will be realised.

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles applicable at the date as of which such statements were prepared consistently applied unless expressly disclosed to the Agent in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not made.applied; and (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (c) Its audited Original Financial Statements give a true and fair view of its consolidated (or unconsolidated, as applicable) financial condition as at the end of, and consolidated (or unconsolidated, as applicable) results of operations during for, the relevant period to which they relate. (c) Its unaudited Original Financial Statements fairly present its consolidated (or unconsolidated, as applicable) financial year unless expressly disclosed condition as at the end of, and, and consolidated (or unconsolidated, as applicable) result of operations for, the period to the Agent in writing to the contrary prior to the date of this Agreementwhich they relate. (d) There has been no material adverse change in the its assets, business or financial condition (or the consolidated assets, business or financial condition of the Group Group, in the case of the Company) since the date of the Original Financial Statements which is reasonably likely to have a Material Adverse EffectStatements. (e) The Original Financial Statements of the Company do not consolidate the results, assets or liabilities of any person or business which does not form part of the Group. (f) Its most recent financial statements delivered pursuant to Clause 21.1 24.2 (Financial statements) (taking into account any reconciliation delivered together with such statements in accordance with such clause): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and Base Case Model or are accompanied by a reconciliation to reflect the Accounting Principles upon which the Base Case ModelModel was prepared; and (ii) give a true and fair view of (if audited) or fairly represent in all material respects present (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) its consolidated financial condition as at the end of, and its consolidated results of operations for, the period to which they relate. (fg) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied (it being understood that such projections and forecasts may vary from actual results and that such variances may be material)supplied.

Original Financial Statements. (a) Its Save as fairly disclosed in the PwC Financial Report, so far as the Company is aware, and unless otherwise expressly referred to therein, the audited Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not madeapplied. (b) Its unaudited Save as fairly disclosed in the PwC Financial Report, so far as the Company is aware, and unless otherwise expressly referred to therein, the Original Financial Statements fairly represent its the financial condition and results of operations of the Target Group) for the relevant financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreementperiod(s). (c) Its audited Original Save as fairly disclosed in the PwC Financial Statements give a true Report, so far as the Company is aware, and fair view of its financial condition and results of operations during the relevant financial year unless otherwise expressly disclosed referred to the Agent in writing to the contrary prior to the date of this Agreement. (d) There therein, there has been no material adverse change in the Target Group’s assets, business or consolidated financial condition of the Group since the date of the Target Group’s Original Financial Statements. (d) Save as fairly disclosed in the PwC Financial Report and/or the Original Financial Statements, so far as the Company is aware, and unless otherwise expressly referred to therein, the Original Financial Statements do not consolidate the results, assets or liabilities of any person or business which is reasonably likely to have a Material Adverse Effectdoes not form part of the Target Group. (e) Its Save as fairly disclosed in the PwC Financial Report, so far as the Company is aware, and unless otherwise expressly referred to therein, the most recent financial statements delivered pursuant to Clause 21.1 26.2 (Financial statements): (i) in the case of financial statements delivered pursuant to (a)(i) and (b) of Clause 26.2 (Financial Statements) only have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and the Base Case Model; and (ii) give a true and fair view of (if audited) or fairly represent in all material respects present (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (f) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were believed in good faith to be reasonable as at the date they were prepared and supplied supplied. (it being understood that such projections and forecasts may vary from actual results and that such variances may be material)g) Since the date of the most recent financial statements delivered pursuant to Clause 4.1 (Initial conditions precedent) there has been no material adverse change in the business, assets or financial condition of the Group or Target Group.

Original Financial Statements. (a) Its No Obligor is aware that the Original Financial Statements were not prepared in all material respects in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not made. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant financial quarter unless expressly disclosed to the Agent Mandated Lead Arrangers in writing to the contrary prior to the date of this Agreementthe Commitment Letter or disclosed in the Reports. (cb) Its audited No Obligor is aware that the Original Financial Statements do not give a true and fair view of its the consolidated financial condition and the consolidated results of operations of the Target, or, as the case may be, the financial condition and results of operations of WXAT during the relevant financial year period to which such Original Financial Statements relate unless expressly disclosed to the Agent Mandated Lead Arrangers in writing to the contrary prior to the date of this Agreementthe Commitment Letter. (dc) There has been no material adverse change in the assets, business or consolidated financial condition of the Group since the date of the Original Financial Statements which is reasonably likely to have a Material Adverse Effect. (e) Its The most recent financial statements of the Borrower or, as the case may be, WXAT delivered pursuant to Clause 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and the Base Case ModelPrinciples; and (ii) give a true and fair view of (if audited) or fairly represent in all material respects (if unaudited) (it being understood that unaudited statements are prepared for the management of the Borrower or, having regard to as the fact that case may be, WXAT) the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) its Borrower’s or, as the case may be, WXAT’s consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relaterelate (to the extent appropriate, in the context of management accounts, subject to customary year-end adjustments), provided that: (A) (in the case of financial statements of the Borrower on or after commencement of the WXAT Share Reorganisation but prior to the Permitted Merger/Sale (as defined in Schedule 14 (Permitted Restructuring)) such financial statements are prepared as if WXAT remained a wholly-owned Subsidiary of the Borrower; (B) (in the case of financial statements of the Borrower on or after the Permitted Merger/Sale (as defined in Schedule 14 (Permitted Restructuring) in the form of a sale of all of the Equity Interests in WXAT to Listco) such financial statements are prepared as if Listco were a wholly-owned Subsidiary of the Borrower; and (C) (in the case of financial statements of the Borrower on or after the Permitted Merger/Sale (as defined in Schedule 14 (Permitted Restructuring) in the form of a merger between Listco and WXAT) such financial statements are prepared as if the surviving or resulting entity of the Permitted Merger/Sale were a wholly-owned Subsidiary of the Borrower. (fd) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have Since 31 December 2014 there has been prepared no material adverse change in good faith on the basis assets, business or financial condition of recent historical information and on the basis of assumptions which were reasonable Group (taken as at the date they were prepared and supplied (it being understood that such projections and forecasts may vary from actual results and that such variances may be materiala whole).

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent Lender in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not made. (b) Its unaudited consolidated Original Financial Statements fairly represent its financial condition and results of operations for the relevant financial quarter period unless expressly disclosed to the Agent Lender in writing to the contrary prior to the date of this Agreement. (c) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreementyear. (d) There has been no material adverse change in [Intentionally left blank] (e) Save to the assetsextent required by IFRS and specifically disclosed to the Lender, business or consolidated financial condition of the Group since the date of the Original Financial Statements of the Parent do not consolidate the results, assets or liabilities of any person or business which is reasonably likely to have a Material Adverse Effectdoes not form part of the Group. (ef) Its most recent financial statements delivered pursuant to Clause 21.1 18.1 (Financial statementsStatements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and the Base Case ModelStatements; and (ii) give a true and fair view of (if audited) or fairly represent in all material respects present (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (fg) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied (it being understood that such projections and forecasts may vary from actual results and that such variances may be material)supplied.

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contraryapplied. However, However in the case of monthly and quarterly statements statements, normal year-year end adjustments were not made. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations (consolidated in the case of Target) for the relevant month or financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreementquarter. (c) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations (consolidated in the case of Target) during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreementyear. (d) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group BST Group, in the case of the Parent) since the date of the Original Financial Statements which is reasonably likely to have a Material Adverse EffectStatements. (e) The Original Financial Statements of the Target do not consolidate the results, assets or liabilities of any person or business which does not form part of the Target Group. (f) Its most recent financial statements delivered pursuant to Clause 21.1 25.1 (Financial statementsStatements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and the Base Case ModelBusiness Plan (save as consented to by the Priority Agent pursuant to Clause 25.3(b)(ii) hereof); and (ii) give a true and fair view of (if audited) or fairly represent in all material respects present (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (fg) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied supplied. (h) Since the date of the most recent financial statements delivered pursuant to Clause 25.1 (Financial Statements) there has been no material adverse change in the business, assets or financial condition of the BST Group. (i) No member of the BST Group has incurred any material liabilities or commitments (actual or contingent, present or future) before the date of this Agreement which it being understood that such projections and forecasts may vary from actual results and that such variances may be material)has not disclosed to the Agent except for liabilities arising in relation to or contemplated by the transactions contemplated by the Transaction Documents.

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not madeapplied. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant financial quarter period in accordance with basis of preparation and Accounting Principles unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (c) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this AgreementFinancial Year. (d) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group since Group, in the date case of the Original Financial Statements which is reasonably likely to have a Material Adverse EffectCompany) since 31 December 2010. (e) The Original Financial Statements of the Company do not consolidate the results, assets or liabilities of any person or business which does not form part of the Group (other than in respect of any joint venture) as at the Closing Date. (f) Its most recent financial statements delivered pursuant to Clause 21.1 clause 24.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and the Base Case Model; and (iii) give a true and fair view of (if audited) or fairly represent in all material respects present (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (fg) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied (it being understood acknowledged by the Finance Parties that financial projections or forecasts are subject to uncertainties and contingencies and no representation or warranty is given that such financial projections and or forecasts may vary from actual results and that such variances may warranties will be materialrealised). (h) Since the date of the most recent financial statements delivered pursuant to clause 24.1 (Financial statements) there has been no material adverse change in the business, assets or financial condition of the Group.

Original Financial Statements. (a) Its The Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not madeapplied. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (c) Its The audited Original Financial Statements give a true and fair view of its the financial condition and results of operations of the Anooraq Group, the Borrower Group or the Holdco Group, as the case may be, during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this AgreementFinancial Year. (dc) There has been no material adverse change in the assets, business or consolidated financial condition of any member of the Anooraq Group, the Borrower Group or the Holdco Group) since the date of the Original Financial Statements. (d) The Original Financial Statements of the Borrower or Holdco do not consolidate the results, assets or liabilities of any person or business which is reasonably likely to have a Material Adverse Effectdoes not form part of the Borrower Group or the Holdco Group, as the case may be. (e) Its and each member of the Borrower Group’s most recent financial statements Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Management Accounts delivered pursuant to Clause 21.1 25.1 (Financial statementsStatements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and the Base Case ModelStatements; and (ii) give a true and fair view of (if audited) or fairly represent in all material respects present (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) its it’s consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (f) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied supplied. (it being understood that such projections and forecasts may vary from actual results and that such variances may be material)g) Since the date of the most recent financial statements delivered pursuant to Clause 25.1 (Financial Statements) there has been no material adverse change in the business, assets or financial condition of any Obligor or any member of the Borrower Group.

Original Financial Statements. (a) Its To the best of the knowledge, information and belief of the Company: (i) the Original Financial Statements were prepared in all material respects in accordance with the Applicable Accounting Principles consistently applied unless otherwise referred to in such Original Financial Statements (or notes thereto or expressly disclosed to the Agent in writing to the contrary. However, in the case of quarterly statements normal ); and (ii) subject to customary year-end adjustments were not made. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for period-end adjustments, the relevant financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (c) Its audited Original Financial Statements give a true and fair view of its the financial condition and results of operations those members of the Group to which they are expressed to relate during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (d) There has been no material adverse change in the assets, business or consolidated financial condition of the Group since the date of the Original Financial Statements which is reasonably likely to have a Material Adverse Effect. (eb) Its most recent financial statements Annual Financial Statements and Quarterly Financial Statements delivered pursuant to Clause 21.1 (Financial statements):Schedule 15 ( Information Undertakings). (i) have been prepared in all material respects in accordance with the Applicable Accounting Principles as consistently applied unless otherwise referred to in such financial statements (or the notes thereto) and to the Original extent appropriate in the context of Quarterly Financial Statements and Statements, save as disclosed to the Base Case ModelAgent in writing prior to the date of delivering of those financial statements; and (ii) give a true and fair view of (if audited) or fairly represent (if unaudited) in each case, in all material respects (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relaterelate and for the Financial Year subject, in the case of Quarterly Financial Statements, to year-end adjustments. (fc) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were believed to be reasonable as at the date they were prepared and supplied (supplied, it being understood that such projections and forecasts may vary from actual results be subject to significant uncertainties and contingencies which are beyond the Group’s control and that such variances may no assurance can be material)given that the forecasts will be realised.

Original Financial Statements. (a) Its The Sponsor’s Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly throughout the period covered thereby, and fairly present the financial condition of the Group as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby. As of the date of the Sponsor’s Original Financial Statements, there were no material contingent obligations, liabilities for taxes, extraordinary forward or long-term commitments, or unrealized or anticipated losses of the Parent or any of its Subsidiaries except as disclosed to the Agent therein and adequate reserves for such items have been made in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not madeaccordance with Accounting Principles. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (c) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (d) There Since December 31, 2014, there has been no material adverse change event or circumstance, either individually or in the assetsaggregate, business that has had or consolidated financial condition of the Group since the date of the Original Financial Statements which is would reasonably likely be expected to have a Material Adverse Effect or a Sponsor Material Adverse Effect. (ec) Its The Borrower’s most recent financial statements delivered pursuant to paragraphs (a)(i) and (ii) of Clause 21.1 24.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles consistently applied throughout the period covered thereby, and fairly present the financial condition of the Borrower as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the Original Financial Statements absence of footnotes and the Base Case Model; and (ii) give a true and fair view of (if audited) or fairly represent in all material respects (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end audit adjustments) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate). (fd) The budgets Sponsor’s most recent financial statements delivered pursuant to paragraphs (a)(i) and forecasts supplied under this Agreement were arrived at after careful consideration and (ii) of Clause 24.1 (Financial statements) have been prepared in good faith on accordance with the basis Accounting Principles consistently applied throughout the period covered thereby, and fairly present the financial condition of recent historical information and on the basis Group as of assumptions which were reasonable as at the date they were prepared thereof and supplied its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (it being understood that such projections subject, in the case of unaudited financial statements, to the absence of footnotes and forecasts may vary from actual results and that such variances may be materialto year-end audit adjustments).

Original Financial Statements. (a) Its The Borrower’s Original Financial Statements were prepared in accordance with the Accounting Principles GAAP consistently applied unless expressly disclosed to and the Agent Original Financial Statements of each other Obligor were prepared in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not madeaccordance with applicable generally accepted accounting principles consistently applied. (b) Its unaudited Original Financial Statements fairly represent present its financial condition and results of operations for the relevant financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreementyear. (c) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (d) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group excluding the Target Group and the Acquisition, in the case of the Borrower) since the date of the Original Financial Statements. (d) The Original Financial Statements of the Borrower do not consolidate the results, assets or liabilities of any person or business which is reasonably likely to have a Material Adverse Effectdoes not form part of the Group. (e) Its most recent financial statements delivered pursuant to Clause 21.1 19.1 (Financial statementsStatements): (i) have been prepared in accordance with GAAP (in the Accounting Principles as applied to case of the Original Financial Statements Borrower) and the Base Case Modelgenerally applicable accounting principles (for each other Obligor); and (ii) give a true and fair view of (if audited) or fairly represent in all material respects (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) present its consolidated or unconsolidated as the case may be financial condition as at the end of, and consolidated or unconsolidated as the case may be results of operations for, the period to which they relate. (f) As at each Quarter Date, there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Borrower) since the date of the immediately preceding Quarter Date. (g) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied (it being understood that such projections and forecasts may vary from actual results and that such variances may be material)supplied.

Original Financial Statements. (a) Its In relation to Obligors other than the Dutch Obligors, its Original Financial Statements were prepared in accordance with the Accounting Principles GAAP consistently applied unless expressly disclosed to the Agent in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not madeapplied. (b) Its In relation to Obligors other than the Dutch Obligors, its unaudited Original Financial Statements fairly represent its financial condition and results of operations (consolidated in the case of the Borrower and the Parent) for the relevant financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreementperiod. (c) Its In relation to Obligors other than the Dutch Obligors, its audited Original Financial Statements (other than the Parent) give a true and fair view of its financial condition and results of operations, and in the case of the Parent, fairly present its financial condition and results of operations (consolidated in the case of the Borrower and the Parent) during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this AgreementFinancial Year. (d) There has been no material adverse change in the its assets, operations, business or consolidated financial condition of the Group since the date of the Original Financial Statements which is reasonably likely to have a Material Adverse EffectStatements. (e) Its In relation to Obligors other than the Dutch Obligors, its most recent financial statements delivered pursuant to Clause 21.1 20.1 (Financial statementsStatements): (i) have been prepared in accordance with the Accounting Principles GAAP as applied to the Original Financial Statements Statements; (ii) in the case of the Parent, fairly present (if audited) or fairly represent (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the Base Case Modelperiod to which they relate; and (iiiii) in the case of the Borrower, give a true and fair view of (if audited) or fairly represent in all material respects (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (f) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were considered reasonable as at the date they were prepared and supplied supplied. (it being understood that such projections and forecasts may vary from actual results and that such variances may be material)g) In relation to the Dutch Obligors, its Original Dutch Filings have been prepared in accordance with Dutch statutory requirements.

Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not made. (b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant financial quarter unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (c) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant financial year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement. (d) There has been no material adverse change in the assets, business or consolidated financial condition of the Group since the date of the Original Financial Statements which is reasonably likely to have a Material Adverse Effect. (e) Its most recent financial statements delivered pursuant to Clause 21.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and the Base Case Model; and (ii) give a true and fair view of (if audited) or fairly represent in all material respects (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments)) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (f) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied (it being understood that such projections and forecasts may vary from actual results and that such variances may be material).

Original Financial Statements. (a) Its Save as disclosed in Section 4(g) of the Disclosure Schedule in respect of the Target Group, its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contrary. However, in the case of quarterly statements normal year-end adjustments were not made. (b) Its unaudited Subject to the Acquisition Agreement, its Original Financial Statements prior to them having been audited fairly represent its financial condition and results of operations (consolidated in the case of Target) for the relevant financial quarter period unless expressly disclosed to the Agent in writing to the contrary prior to the date of this AgreementUtilisation Date. (c) Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant financial year unless expressly disclosed Subject to the Agent in writing to the contrary prior to the date of this Acquisition Agreement. (d) There , there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group Group, in the case of the Borrower) since the date of the Original Financial Statements. (d) The Original Financial Statements of the Target and the Borrower do not consolidate the results, assets or liabilities of any person or business which is reasonably likely to have a Material Adverse Effectdoes not form part of the Target Group. (e) Its most recent financial statements delivered pursuant to Clause 21.1 clause 21.2 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and the Base Case Modelexcept as otherwise permitted in clause 21.4 (Requirements as to financial statements); and (ii) give a true and fair view of (if audited) or fairly represent in all material respects present (if unaudited, having regard to the fact that the financial statements which are not audited are management accounts which have not been subject to year-end adjustments) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (f) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied prepared. (it being understood that such projections and forecasts may vary from actual results and that such variances may be material)g) Save as disclosed under the heading “Exceptions to MAE” in Section 4(h) of the Disclosure Schedule in respect of the Target Group, since the date of the most recent financial statements delivered pursuant to clause 21.2 (Financial statements) there has been no material adverse change in the business, assets or financial condition of the Group.