Common use of Requirements as to financial statements Clause in Contracts

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 (Financial Statements) shall be certified by: (i) the chief financial officer, director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, 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) The Guarantor must notify the Facility Agent of 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 exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) 17.3.1 Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 clause 17.1 (Financial Statements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, Obligor 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)up. (c) The Guarantor must notify the Facility Agent 17.3.2 Each Obligor shall procure that each set of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph clause 17.1 (aFinancial Statements) or (b) above are is prepared from in accordance with GAAP, the requirements of its jurisdiction of incorporation and accounting practises and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements. 17.3.3 Clause 17.3.2 shall not apply to the extent that, in relation to any sets of financial statements, the Obligor notifies the Facility Agent that there has been a change in GAAP or the accounting practices or reference periods and its Auditors (in the case of its annual audited financial statements) or the Parent (in the case of any of its other financial statements) delivers to the Facility Agent: 17.3.3.1 a description of any change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the Original Financial Statements (includingwere prepared; and 17.3.3.2 sufficient information, without limitation, any change in US GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Guarantor or Facility Agent, to enable the General Partner, as Lenders to determine whether clause 18 (Financial Covenants) has been complied with and make an accurate comparison between the case may be, of a right to choose an alternative treatment under US GAAP)financial position indicated in those financial statements and the Original Financial Statements. (d) 17.3.4 If the Guarantor an Obligor notifies the Facility Agent of a change in accordance with paragraph (c) clause 17.3.3 above, then the Guarantor an Obligor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) 17.3.4.1 whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee AgreementAgreement or any other Finance Document; and (ii) 17.3.4.2 if so, any amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions or any other Finance Document which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms. 17.3.5 Any reference in this Agreement to “financial statements” shall be construed as a reference to those financial statements as the same may be adjusted under this clause 17.3 to reflect the basis upon which the Original Financial Statements were prepared.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Parent pursuant to paragraphs (a) and (b) of Clause 11.1 20.1 (Financial Statementsstatements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, relevant company as fairly representing its financial condition as at the date as at which those financial statements were drawn up up. (b) All financial statements of the Parent delivered or to be delivered to the Agent under this Agreement shall be prepared in accordance with the Approved Accounting Principles and shall include (in the case of unaudited financial statements, subject to normal year end adjustments). (c) The Guarantor must notify the Facility Agent of any material change to the basis on which the audited or unaudited consolidated 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 exercise by the Guarantor or the General Partner, Parent) a consolidated cashflow statement. If as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent result of a change in accordance with paragraph accounting principles such financial statements are required to be prepared on a different basis (cand that difference is or could reasonably be expected to be relevant to the calculation of the financial ratios under this Agreement or otherwise material to the interests of the Finance Parties under this Agreement): (i) abovethe Obligors’ Agent shall, then as soon as reasonably practicable after becoming aware of that change, so advise the Guarantor Agent; (ii) on request of the Agent, the Obligors’ Agent and the Facility Agent (on behalf of the Lenders) shall enter into negotiations negotiate in good faith for a period of not more than thirty (30) days with a view to agreeing: agreeing such amendments to Clause 21 (iFinancial covenants) whether or not and/or the change might result in any material alteration in the commercial effect definitions of any or all of the terms used therein as are necessary to give the Lenders comparable protection to that contemplated at the date of this Guarantee Agreement; (iii) if amendments satisfactory to the Lenders are agreed by the Obligors’ Agent and the Agent in writing within 30 days of such notification to the Agent, those amendments shall take effect in accordance with the terms of that agreement; and (iiiv) if sosuch amendments are not so agreed within 30 days, any amendments to this Guarantee Agreement within 15 days after the end of that 30 day period, the Obligors’ Agent shall either: (including appropriate changes A) deliver to the Agent, in reasonable detail and in a form reasonably satisfactory to the Agent, details of all such adjustments as need to be made to the relevant financial covenants set out statements in Clause 12.2 order to bring them into line with Approved Accounting Principles (Adjusted Tangible Net Worthany reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as so adjusted); or (B) and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments relevant financial statements are agreed they shall take effect and be binding on each of the parties hereto prepared in accordance with their termsApproved Accounting Principles.

Requirements as to financial statements. (a) Each The Company shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cash flow statement. In addition the Guarantor pursuant to paragraph (a) Company shall procure that each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 21.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer the relevant company as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; (ii) a senior duly authorised officeraudited Annual Financial Statements for any Financial Year), in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; (cii) The Guarantor must notify in the Facility Agent case of any material change consolidated financial statements of the Group, shall be accompanied by a statement by the directors of StarTek comparing actual performance for the period to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph relate to: (aA) or the projected performance for that period set out in the Budget; and (bB) above are the actual performance for the corresponding period in the preceding Financial Year of the Group; and (iii) shall be prepared from using the Accounting Principles, accounting practices and financial reference periods consistent with those applied applied: (A) in the case of the Company, in the preparation of the relevant Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and its Auditors (includingor, without limitationif appropriate, the Auditors of the Obligor) deliver to the Agent: I. a description of any change in US GAAP but excluding any change resulting only from necessary for those financial statements to reflect the exercise by Accounting Principles or accounting practices upon which the Guarantor or the General PartnerBase Case Model or, as the case may be, that Obligor's Original Financial Statements were prepared; and II. sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with, to determine the Margin as set out in the definition of Margin, to determine the amount of any prepayments to be made from excess cash flow under Clause 8.2 (Disposal, Insurance and Acquisition Proceeds and Excess Cashflow) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Company) or that Obligor's Original Financial Statements (in the case of an Obligor). Any reference in this Agreement to any financial statements shall be construed as a right reference to choose an alternative treatment under US GAAP)those financial statements as adjusted to reflect the basis upon which the Base Case Model or, as the case may be, the Original Financial Statements were prepared. (dc) If the Guarantor notifies Agent wishes to discuss the Facility financial position of any member of the Group with the Auditors on or after the occurrence of an Event of Default, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Company): (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each member of the terms of this Guarantee AgreementGroup with the Agent on request from the Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions Agent for the Finance Parties any information which the Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (a) Each The Company shall procure that: (i) each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditorsauditors 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 Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 (Financial Statements) shall be certified byclause 24.1: (i) the chief financial officer, director of treasury or treasurer of the Guarantor, in the case of financial statements the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Guarantorrelevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements; (ii) a senior duly authorised officer, 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 of relate to: (A) the General Partnerprojected performance for that period set out in the Budget; orand (B) the actual performance for the corresponding period in the preceding Financial Year; and (iii) a senior duly authorised officer, shall be prepared in the case of financial statements of such Limited Partner that is a member of the Group, 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)accordance with Accounting Principles. (c) The Guarantor must notify If after the Facility 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 of any material change 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 basis Lenders protection comparable to that granted on which the audited or unaudited financial statements delivered by it pursuant to paragraph (a) or (b) above are prepared from those applied in date of this Agreement, and any amendments so agreed will take effect on the preparation date agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the relevant Base Financial Statements Agent’s request, the Agent and the Company shall instruct independent accountants (including, without limitation, any change in US GAAP but excluding any change resulting only from and if the exercise by Agent and the Guarantor or Company cannot agree the General Partner, identity of the independent accountant such independent accountant as the case may bechair 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, of a right which amendments shall take effect when so determined and notified to choose an alternative treatment under US GAAP)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 Guarantor notifies Agent wishes to discuss the Facility 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 a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Company): (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each member of the terms of this Guarantee AgreementGroup with the Agent on request from the Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions Agent for the Finance Parties any information which the Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (a) Each The Company shall procure that each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Annual Financial Statements, Quarterly Financial Statements and Monthly Financial Statements includes a balance sheet, profit and loss account and (in the case of consolidated Group accounts only) a cash flow statement. In addition, the Company shall procure that: (i) each set of Annual Financial Statements shall be audited and accompanied by an audit report without material qualification by the Auditors; (ii) each set of Quarterly Financial Statements includes a cashflow forecast in respect of the Group relating to the 12 month period at the end of the relevant Financial Quarter or Financial Quarters. (iii) each set of Quarterly Financial Statements is accompanied by a statement by the directors of the Company commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the performance compared to the annual budget for such period and any material developments or proposals affecting the Group or its business; and (iv) each set of Monthly Financial Statements shall be in a form consistent with the past practices of the management of the Company or in such other form as is agreed between the Company and Agent (and, for the avoidance of doubt, shall not be required to include a cashflow statement unless otherwise agreed with the Agent). (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 23.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer the relevant company as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; (ii) a senior duly authorised officerAnnual Financial Statements for any Financial Year), in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited the audited Annual Financial Statements, and (subject to the Agent entering into an engagement letter with the Auditors where so required by the Auditors) a copy of any “letter to management” addressed to the management of the relevant company by the Auditors in relation to those audited Annual Financial Statements shall be also be provided to the Agent in sufficient copies for the Lenders, when received by such company (or, if later, promptly following entry by the Agent into an engagement letter with the Auditors where so required by the Auditors); (ii) in the case of the consolidated Quarterly Financial Statements or Annual Financial Statements of the Group, shall be accompanied by a statement by the directors 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 of the Group; (iii) shall be prepared in accordance with the Accounting Principles unless, in relation to any set of financial statements, subject the Company notifies the Agent that there has been a material change in the Accounting Principles or the accounting practices and delivers to normal year end adjustments).the Agent: (cA) The Guarantor must notify the Facility Agent a description of any material change necessary for those financial statements to reflect the basis on Accounting Principles or accounting practices upon 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 exercise by the Guarantor or the General PartnerModel or, as the case may be, that Obligor’s Original Financial Statements were prepared; and (B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 24 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of “Margin” and to make an accurate comparison between the financial position indicated in those financial statements and the Financial Model (in the case of the Company) or that Obligor’s Original Financial Statements (in the case of an Obligor). The Company shall, at the request of the Agent, authorise the Auditors (at the expense of the Company) to prepare a right report addressed to choose the Company confirming that the Company (or any other Obligor) has appropriately reflected the material change in the Accounting Principles or the accounting practices in those financial statements and shall provide copies of such report to the Agent on a “hold harmless” basis with the consent of the Auditors and where so required by the Auditors, subject to the Agent entering into an alternative treatment under US GAAP)engagement with the Auditors. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Financial Model or, as the case may be, the Original Financial Statements were prepared. (dc) If the Guarantor Company notifies the Facility Agent of a change in accordance with paragraph (cb)(iii) above, then the Guarantor Company and the Facility Agent (acting on the instructions of the Majority Lenders) shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, agreeing any amendments to this Guarantee Agreement (including appropriate changes to which are necessary as a result of the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may change. These amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations contained in this Agreement. If any amendments are agreed agreed, they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms. (d) Whilst an Event of Default is continuing and the Majority Lenders have reasonable grounds to believe that the financial information provided pursuant to this Agreement is incorrect, if the Agent (acting on the instructions of the Majority Lenders) wishes to discuss the financial position of any member of the Restricted Group with the Auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of the Company but subject to the Agent (acting on the instructions of the Majority Lenders) entering into an engagement with the Auditors): (i) to discuss the financial position of each member of the Restricted Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (bA) Each set of financial statements delivered by the Guarantor Borrower pursuant to paragraphs (a) and (b) of Clause 11.1 19.1 (Financial Statementsstatements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, relevant company 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)up. (cB) The Guarantor must notify the Facility Agent Borrower shall procure that each set of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph Clause 19.1 (aFinancial statements) or (b) above are is prepared from using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements (including, without limitation, Statements. The Borrower must notify the Agent of any change to the manner in US GAAP but excluding which any set of audited consolidated financial statements are prepared other than in respect of any general change resulting only from the exercise by the Guarantor to IFRS or the General Partner, as the case may be, of a right any other change in accounting principles applicable to choose an alternative treatment under US GAAP)companies generally. (dC) If requested by the Guarantor notifies Agent, the Facility Borrower shall supply to the Agent: (1) a description of any change notified to the Agent of a change in accordance with paragraph Clause 19.3(B) above; (c2) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Finance Parties to make an accurate comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Agent under this Agreement; and (3) in respect of any change to the manner in which operating leases are treated under IFRS, a reconciliation to enable the Finance Parties to make an accurate comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent financial statements delivered to the Agent immediately prior to such change in IFRS. (D) If notified under Clause 19.3(B) above, then the Guarantor and Agent may request the Facility Agent shall Borrower to enter into negotiations in good faith discussions for a period of not more than thirty (30) 30 days with a view to agreeing:agreeing any amendments required to be made to this Agreement to place the Borrower and the Lenders in the same position as they would have been in if the change notified under Clause 19.3(B) above had not happened. Any agreement between the Borrower and the Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties. (iE) whether or not If no agreement is reached under Clause 19.3(D) above on the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, any required amendments to this Guarantee Agreement (including appropriate changes to Agreement, the 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 Borrower must ensure that its auditors certify those amendments. The certificate of the change does not result in any material alteration auditors will be, in the commercial effect absence of those termsmanifest error, and if any amendments are agreed they shall take effect and be binding on each of all the parties hereto in accordance with their termsParties.

Requirements as to financial statements. (aA) Each set of financial statements and statements Financial Statements delivered by the Guarantor Borrower pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 clause 17.1 (Financial Statements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer the Borrower as fairly representing the financial condition of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; Borrower Group or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition of the Borrower as at the date as at which those financial statements Financial Statements were drawn up and shall be accompanied by a written confirmation from the Borrower to the Agent certifying the aggregate amount of all Indebtedness secured by all Encumbrances referred to in paragraph (in the case B) of unaudited financial statements, subject to normal year end adjustments)clause 19.3 (Negative pledge) as at such date. (cB) The Guarantor must notify the Facility Agent Borrower shall procure that each set of any material change to the basis on which the audited or unaudited financial statements Financial Statements delivered by it pursuant to paragraph clause 17.1 (aFinancial Statements) or (b) above are is prepared from using Hong Kong GAAP and accounting practices consistent with those applied in the preparation of the relevant Base Original Financial Statements (includingunless, without limitationin relation to any set of Financial Statements, any change in US GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor it notifies the Facility Agent of that there has been a change in accordance with paragraph (c) aboveHong Kong GAAP, then the Guarantor accounting practices or reference periods and its auditors deliver to the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingAgent: (i1) whether or not the change might result in any material alteration in the commercial effect a description of any of the terms of this Guarantee Agreementchange necessary for those Financial Statements to reflect Hong Kong GAAP, accounting practices and reference periods upon which its Original Financial Statements were prepared; and (ii2) if soin the case of the Financial Statements delivered pursuant to paragraphs (A) and (B) of clause 17.1 (Financial Statements) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 18 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those Financial Statements and the Original Financial Statements. Any reference in this Agreement to those Financial Statements shall be construed as a reference to those Financial Statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (C) The Borrower shall only appoint and retain as its auditors KPMG or any amendments to this Guarantee Agreement other internationally recognised firm of accountants. (including appropriate changes D) The Borrower shall, at the same time as it delivers its annual or semi-annual Financial Statements, deliver to the 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 change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsAgent a Compliance Certificate.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Parent pursuant to paragraphs (a) and (b) of Clause 11.1 19.1 (Financial Statementsstatements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, relevant company 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)up. (cb) The Guarantor must notify the Facility Agent Parent shall procure that each set of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph Clause 19.1 (aFinancial statements) or (b) above are is prepared from in accordance with GAAP, the requirements of its jurisdiction of incorporation and accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements. (c) Paragraph (b) above shall not apply to the extent that, in relation to any sets of financial statements, the Parent notifies the Agent that there has been a change in GAAP or the accounting practices or reference periods and its Auditors (in the case of its annual audited financial statements) or the Parent (in the case of any of its other financial statements) delivers to the Agent: (i) a description of any change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (includingii) sufficient information, without limitation, any change in US GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Guarantor or Agent, to enable the General Partner, as Agent to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the case may be, of a right to choose an alternative treatment under US GAAP)financial position indicated in those financial statements and the Original Financial Statements. (d) If the Guarantor Parent notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor Parent and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee AgreementAgreement or any other Finance Document; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions or any other Finance Document which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms. (e) Any reference in the Finance Documents to “financial statements” shall be construed as a reference to those financial statements as the same may be adjusted under this Clause 19.3 to reflect the basis upon which the Original Financial Statements were prepared.

Requirements as to financial statements. (a) Each The Borrower shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements is in the Guarantor pursuant to paragraph form filed with the U.S. Securities and Exchange Commission. In addition the Parent shall procure that: (ai) each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification the Auditors; and (ii) each set of Quarterly Financial Statements shall be reviewed by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 21.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, director of treasury or treasurer by an authorized officer of the GuarantorParent as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly representing (in other cases), its financial condition and operations for the applicable period then ended and, in the case of financial statements the Annual Financial Statements, shall be accompanied by (x) any letter addressed to the management of the Guarantor; Parent by the Auditors and accompanying those Annual Financial Statements, and (iiy) a senior duly authorised officerreport addressed to the Parent (and which may be relied upon by the BPIAE Agent and the Lenders) by the Auditors, in substantially the case form set out in Schedule 13 (Form of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, 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 adjustmentsAuditors' Report). (c) The Guarantor must notify the Facility Agent of 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 exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if soshall be prepared using the Accounting Principles unless, in relation to any amendments to this Guarantee Agreement (including appropriate changes set of financial statements, the Borrower notifies the BPIAE Agent that there has been a change in the Accounting Principles and the Borrower and/or the Auditors deliver to the BPIAE Agent: (A) a description of any change necessary for those financial covenants set out statements to reflect the Accounting Principles upon which the Original Financial Statements were prepared; and (B) sufficient information, in Clause 12.2 (Adjusted Tangible Net Worth) form and Clause 12.3 (EBITDA)) and applicable definitions which substance as may be necessary reasonably required by the BPIAE Agent, to ensure that enable the change does not result Lenders to determine whether Clause 22 (Financial Covenants) has been complied with, to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any material alteration in financial statements shall be construed as a reference to those financial statements as adjusted to reflect the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of basis upon which the parties hereto in accordance with their termsOriginal Financial Statements were prepared.

Requirements as to financial statements. (a) Each The Borrower shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements is in the Guarantor pursuant to paragraph form filed with the U.S. Securities and Exchange Commission. In addition the Parent shall procure that: (ai) each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification the Auditors; and (ii) each set of Quarterly Financial Statements shall be reviewed by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 21.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, director of treasury or treasurer by an authorized officer of the GuarantorParent as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly representing (in other cases), its financial condition and operations for the applicable period then ended and, in the case of financial statements the Annual Financial Statements, shall be accompanied by (x) any letter addressed to the management of the Guarantor; Parent by the Auditors and accompanying those Annual Financial Statements and (iiy) a senior duly authorised officerreport addressed to the Parent (and which may be relied upon by the COFACE Agent and the Lenders) by the Auditors, in substantially the case form set out in Schedule 13 (Form of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, 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 adjustmentsAuditors’ Report). (c) The Guarantor must notify the Facility Agent of 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 exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if soshall be prepared using the Accounting Principles unless, in relation to any amendments to this Guarantee Agreement (including appropriate changes set of financial statements, the Borrower notifies the COFACE Agent that there has been a change in the Accounting Principles and the Borrower and/or the Auditors deliver to the COFACE Agent: (A) a description of any change necessary for those financial covenants set out statements to reflect the Accounting Principles upon which the Original Financial Statements were prepared; and (B) sufficient information, in Clause 12.2 (Adjusted Tangible Net Worth) form and Clause 12.3 (EBITDA)) and applicable definitions which substance as may be necessary reasonably required by the COFACE Agent, to ensure that enable the change does not result Lenders to determine whether Clause 22 (Financial Covenants) has been complied with, to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any material alteration in financial statements shall be construed as a reference to those financial statements as adjusted to reflect the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of basis upon which the parties hereto in accordance with their termsOriginal Financial Statements were prepared.

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

Requirements as to financial statements. (a) Each The Company shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition, the Guarantor pursuant to paragraph (a) Company shall procure that each set of Clause 11.1 (its Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 21.1 (Financial Statements): (i) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer the relevant company as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; (ii) a senior duly authorised officerAnnual Financial Statements for any Financial Year), in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (ii) shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Company, in the preparation of the Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, subject the Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Auditors (or, if appropriate, the auditors of the Obligor) deliver to normal year end adjustments).the Agent: (c1) The Guarantor must notify the Facility Agent a description of any material change necessary for those financial statements to reflect the basis on Accounting Principles or accounting practices upon which the audited or unaudited Base Case Model or, as the case may be, that Obligor’s Original Financial Statements (or, in relation to Discovery Place Ltd and Meta Market Ltd, that first set of financial statements delivered by it pursuant to paragraph Clause 21.1 (aFinancial Statements)) were prepared; and (2) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Company or Discovery Place Ltd and Meta Market Ltd) or (b) above are prepared from those applied in the preparation of the relevant Base that Obligor’s Original Financial Statements (includingin the case of an Obligor) (or, without limitationin relation to Discovery Place Ltd and Meta Market Ltd, the first set of financial statements delivered by it pursuant to Clause 21.1 (Financial Statements)). Any reference in this Agreement to any change in US GAAP but excluding any change resulting only from financial statements shall be construed as a reference to those financial statements as adjusted to reflect the exercise by basis upon which the Guarantor or the General PartnerBase Case Model or, as the case may be, the Original Financial Statements (or, in relation to Discovery Place Ltd and Meta Market Ltd, that first set of a right financial statements delivered by it pursuant to choose an alternative treatment under US GAAPClause 21.1 (Financial Statements)) were prepared. (dc) If the Guarantor notifies Agent wishes to discuss the Facility financial position of any member of the Group with the auditors of that member of the Group, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with those auditors. In this event, the Company must ensure that those auditors are authorised (at the expense of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Company): (i) whether or not to discuss the change might result in any material alteration in the commercial effect of any financial position of the terms relevant member of this Guarantee Agreementthe Group with the Agent on request from the Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions Agent for the Finance Parties any information which the Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (aA) Each set of financial statements and statements Financial Statements delivered by the Guarantor Borrower pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 clause 17.1 (Financial Statements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer the Borrower as fairly representing the financial condition of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; Borrower Group or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition of the Borrower as at the date as at which those financial statements Financial Statements were drawn up and shall be accompanied by a written confirmation from the Borrower to the Facility Agent certifying the aggregate amount of all Indebtedness secured by all Encumbrances referred to in paragraph (in the case B) of unaudited financial statements, subject to normal year end adjustments)clause 19.3 (Negative pledge) as at such date. (cB) The Guarantor must notify the Facility Agent Borrower shall procure that each set of any material change to the basis on which the audited or unaudited financial statements Financial Statements delivered by it pursuant to paragraph clause 17.1 (aFinancial Statements) or (b) above are is prepared from using Hong Kong GAAP and accounting practices consistent with those applied in the preparation of the relevant Base Original Financial Statements (includingunless, without limitationin relation to any set of Financial Statements, any change in US GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor it notifies the Facility Agent of that there has been a change in accordance with paragraph (c) aboveHong Kong GAAP, then the Guarantor accounting practices or reference periods and its auditors deliver to the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingAgent: (i1) whether or not the change might result in any material alteration in the commercial effect a description of any of the terms of this Guarantee Agreementchange necessary for those Financial Statements to reflect Hong Kong GAAP, accounting practices and reference periods upon which its Original Financial Statements were prepared; and (ii2) if soin the case of the Financial Statements delivered pursuant to paragraphs (A) and (B) of clause 17.1 (Financial Statements) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 18 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those Financial Statements and the Original Financial Statements. Any reference in this Agreement to those Financial Statements shall be construed as a reference to those Financial Statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (C) The Borrower shall only appoint and retain as its auditors KPMG or any amendments to this Guarantee Agreement other internationally recognised firm of accountants. (including appropriate changes D) The Borrower shall, at the same time as it delivers its annual or semi-annual Financial Statements, deliver to the 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 change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsAgent a Compliance Certificate.

Requirements as to financial statements. (a) Each set The Borrower shall ensure (and shall procure, on a best efforts basis in respect of financial statements the Parent and statements delivered by the Guarantor pursuant to paragraph (aGIL) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each that each set of financial statements delivered by the Guarantor Borrower, the Parent or GIL pursuant to paragraphs (a) and (b) of Clause 11.1 clause 19.1 (Financial Statementsstatements) shall be certified by: (i) the chief financial officer, director of treasury by either two directors or treasurer two authorised officers of the Guarantor, in the case relevant company as giving a true and fair view of financial statements of the Guarantor; its (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its consolidated or the Group’s consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were drawn up (in the case of unaudited financial statements, subject to normal year end adjustments).up. SIN-#2682702-v10 48 (cb) The Guarantor must notify the Facility Agent Borrower shall ensure that each set of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph clause 19.1(a) (aFinancial statements) or (b) above are is prepared from using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements (includingfor the Borrower unless, without limitationin relation to any set of financial statements, any change in US GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor it notifies the Facility Agent of that there has been a change in accordance with paragraph GAAP, the accounting practices or reference periods and its auditors (cor, if appropriate, the auditors of the Borrower) above, then deliver to the 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 agreeingAgent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this Guarantee AgreementGAAP, accounting practices and reference periods upon which the Borrower's Original Financial Statements were prepared; and (ii) if sosufficient information, in form and substance as may be required by the Agent, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Borrower's Original Financial Statements. (c) The Borrower shall ensure that each set of financial statements of the Borrower attaches a detailed description, in a form satisfactory to the Agent, of: (i) any amendments negative variance of over 10% in financial performance; and (ii) any negative variance of over 5% in production performance, in each case from the Original Projections. (d) The Borrower shall ensure that each set of financial statement delivered pursuant to this Guarantee Agreement clause 19.1(d) attaches a detailed production report of each of Eloff and Kendal, in a form satisfactory to the Agent, which shall include details of tonnes mined, revenues and realisation (including appropriate changes to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) yields), royalties and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect costs 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 termsproduction.

Requirements as to financial statements. (a) Each The Company shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition the Guarantor pursuant to paragraph (a) Company shall procure that each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 21.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, by a managing director of treasury or treasurer the relevant company as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; Annual Financial Statements for any Financial Year), or fairly representing (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officerQuarterly Financial Statements), in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; and (cii) The Guarantor must notify shall be prepared using the Facility Agent Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Company, in the preparation of its Original Financial Statements and the Business Plan; and (B) in the case of 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 other Obligor, in the preparation of the relevant Base Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and its Auditors (includingor, without limitationif appropriate, the Auditors of the Obligor) deliver to the Agent: (C) a description of any change in US GAAP but excluding any change resulting only from necessary for those financial statements to reflect the exercise by Accounting Principles or accounting practices upon which the Guarantor or Company’s Original Financial Statements and the General PartnerBusiness Plan or, as the case may be, that Obligor’s Original Financial Statements were prepared; and (D) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenant) has been complied with and to make an accurate comparison between the financial position indicated in the Company’s Original Financial Statements and the Business Plan (in the case of the Company) or that Obligor’s Original Financial Statements (in the case of an Obligor). Any reference in this Agreement to any financial statements shall be construed as a right reference to choose an alternative treatment under US GAAP)those financial statements as adjusted to reflect the basis upon which the Business Plan or, as the case may be, the Original Financial Statements were prepared. (dc) If the Guarantor notifies Agent wishes to discuss the Facility 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 a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Company): (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each member of the terms of this Guarantee AgreementGroup with the Agent on request from the Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out Agent for the Finance Parties any information which the Agent may reasonably request. (d) At any time that any of the Company’s subsidiaries are Unrestricted Subsidiaries (as defined in Clause 12.2 Schedule 15 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDANew York Law Undertakings)) then the Annual Financial Statements and applicable definitions which may be necessary to ensure that Quarterly Financial Statements shall include a reasonably detailed presentation, either on the change does not result in any material alteration face of the financial statements or in the commercial effect of those termsfootnotes thereto, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries (as defined in accordance with their termsSchedule 15 (New York Law Undertakings)) of the Company.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by each of the Guarantor Borrower and the Guarantors pursuant to paragraph (a) of Clause 11.1 19.1 (Financial Statementsstatements) shall be audited include a balance sheet, a profit and accompanied by an audit report without material qualification by the Auditors. (b) Each set loss account and a statement of financial statements delivered by the Guarantor pursuant to paragraphs (a) cash flow and (b) of Clause 11.1 (Financial Statements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer of the Guarantorrelevant company as fairly representing, in all material respects. its financial condition (but in the case of the Parent Guarantor, the consolidated financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member condition of the Group, 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)up. (cb) The Parent Guarantor must notify the Facility Agent shall procure that each set of any material change to the basis on which the audited or unaudited its financial statements delivered by it pursuant to paragraph (ac) or of Clause 19.1 (bFinancial statements) above are is prepared from using US GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base its Original Financial Statements (including, without limitation, any change in US GAAP but excluding any change resulting only from unless the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Parent Guarantor notifies the Facility Agent of that there has been a change in accordance with paragraph (c) aboveUS GAAP, then the Guarantor accounting practices or reference periods and its auditors, deliver to the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingAgent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect US GAAP, accounting practices and reference periods upon which the terms of this Guarantee AgreementOriginal Financial Statements were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Facility Agent, to this Guarantee Agreement enable the Lenders to determine whether Clause 20 (including appropriate changes to Financial covenants) has been complied with and make an accurate comparison between the financial covenants set out position indicated in Clause 12.2 (Adjusted Tangible Net Worth) those financial statements and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary the Original Financial Statements. Any reference in this Agreement to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each financial statements of the parties hereto in accordance with their termsParent Guarantor shall be construed as a reference to those financial statements of the Parent Guarantor as adjusted to reflect the basis upon which its Original Financial Statements were prepared. (c) Each of the Borrower and the Guarantors (other than the Parent Guarantor) shall procure that each set of its financial statements delivered pursuant to Clause 19.1 (Financial statements) is prepared using the Applicable GAAP.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs Clause 25.1 (Financial statements): (a) shall be prepared in all material respects in accordance with the applicable Accounting Principles consistently applied (unless otherwise referred to in such financial statements, or the notes thereto, and (b) to the extent appropriate in the context of Clause 11.1 (Quarterly Financial Statements) shall be certified by:): (i) the chief financial officer, director of treasury or treasurer of the Guarantor, in the case of financial statements the Company, in the preparation of the Guarantor;Base Case Model; and (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officerany Obligor, in the case preparation of the Original Financial Statements for that Obligor (if any), unless, in relation to any set of financial statements, the Company notifies the Agent that there has been a change as regards the accounting principles or accounting practices applied by the Company or the relevant Obligor when compared to the Accounting Principles applied to the Original Financial Statements and that change is material and, if requested by the Agent, the Company shall deliver to the Agent a statement (the “Reconciliation Statement”) containing: (A) a description of any change necessary for those financial statements of such Limited Partner that is a member of to reflect in all material respects the GroupAccounting Principles or accounting practices upon which the Base Case Model or, as the case may be, as fairly representing its that Obligor’s Original Financial Statements (if any) were prepared; and (B) sufficient information (to the extent not addressed by the description referred to in sub-paragraph (A) above) to (1) enable the Lenders to determine whether Clause 26 (Financial Covenant) has been complied with, provided that, for the avoidance of doubt and unless otherwise agreed pursuant to this Clause, the financial condition as at covenant in Clause 26 (Financial Covenant) shall continue to be calculated in all material respects in accordance with the date as at which Accounting Principles referred to in paragraph (a) of the definition thereof (subject to any adjustments made by or in accordance with this Agreement, including Schedule 15 (Restrictive Covenants)) and (2) make an accurate comparison between the financial position indicated in those financial statements were drawn up and the Base Case Model (in the case of unaudited financial statements, subject to normal year end adjustmentsthe Company) or that Obligor’s Original Financial Statements (if any) (in the case of an Obligor). (c) The Guarantor must notify the Facility Agent of 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 exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor Company notifies the Facility Agent of a change in accordance with paragraph (ca) above, then the Guarantor Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the 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 change does not result in either the Finance Parties or the Obligors being in a worse position in relation to compliance with the financial covenant ​ set out in Clause 26.2 (Financial condition) if the change had not been made; and (iii) any other amendments to this Agreement which may be necessary to ensure that the adoption by the Group of such different accounting basis does not result in any material alteration in the commercial effect of those termsthe rights and/or obligations of any Obligor in the Finance Documents (including more onerous information reporting requirements), and if any amendments satisfactory to the Agent and the Company are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms. (c) If no such agreement is reached within 30 Business Days of that notification of change (or it is not agreed that no such amendments are required), the Company shall: (i) (if a Reconciliation Statement is required by the Agent under paragraph (a) above) ensure that each set of relevant financial statements is accompanied by a Reconciliation Statement or, at the option of the Company, provide financial statements prepared on the basis most recently agreed in accordance with this Agreement; or (ii) instruct the Auditors of the Company to determine any amendment to Clause 26.1 (Financial definitions) and any other terms of this Agreement which the Auditors (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in either the Finance Parties or the Obligors being in a worse position than if the change had not been made. Those amendments shall take effect when so determined by the Auditors. The cost and expense of the Auditors shall be for the account of the Company. (d) If and for so long as no agreement or determination is reached in respect of any of the required amendments to this Agreement pursuant to this Clause 25.3, the Company must comply with requests by the Agent for Reconciliation Statements to be delivered in accordance with paragraph (a) above.

Requirements as to financial statements. (a) Each The Parent shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account (or equivalent income statement) and, in the Guarantor pursuant to paragraph case of Annual Financial Statements only, a cashflow statement. In addition, the Parent shall procure that: (ai) each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and by the Parent’s Auditors; and (ii) each set of Quarterly Financial Statements is accompanied by an audit report without material qualification a cashflow statement in such form as prepared internally by the AuditorsGroup and which shall be delivered for information purposes only (and the Lenders will have no approval rights with respect to such quarterly cashflow statements (or the form thereof)). (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 by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 22.1 (Financial Statementsstatements): (i) shall be certified by: (i) by the chief financial officer, director of treasury chief executive officer or treasurer chief operating officer (or other equivalent senior officer) of the Guarantor, Parent as giving a true and fair view of (in the case of financial statements of the Guarantor; Annual Financial Statements for any Financial Year), or fairly representing (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officerQuarterly Financial Statements for any Financial Quarter), in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject to normal year end adjustments). (c) The Guarantor must notify the Facility Agent of 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 exercise shall be accompanied by the Guarantor or the General Partner, as the case may be, audit opinion in respect of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; andthose Annual Financial Statements; (ii) if soin the case of the Quarterly Financial Statements, any amendments to this Guarantee Agreement shall be accompanied by a statement by the chief financial officer, chief executive officer or chief operating officer (including appropriate changes 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 covenants 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 Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their terms.Budget; and

Requirements as to financial statements. (a) Each The Borrower shall ensure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition, the Guarantor pursuant to paragraph (a) Borrower shall ensure that each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 19.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, director of treasury or treasurer by an authorized officer of the Guarantorrelevant company as presenting fairly, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officeraccordance with applicable accounting standards, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition and operations as at the date as at which those financial statements were drawn up prepared; (ii) in the case of unaudited consolidated financial statementsstatements (annual and quarterly) of the Group, subject shall be accompanied by a statement by the management of the Borrower; comparing actual performance for the period to normal year end adjustments).which the financial statements relate to the actual performance for the corresponding period in the preceding Financial Year of the Group; and (ciii) The Guarantor must notify in the Facility Agent case of 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 Borrower, shall be prepared from those in accordance with IFRS and accounting practices applied in the preparation of the relevant Base Financial Statements Case Model, unless, in relation to any set of financial statements, the Borrower notifies the Agent that there has been a change in IFRS or the accounting practices and its Auditors deliver to the Agent: (including, without limitation, A) a description of any change necessary for those financial statements to reflect IFRS or accounting practices upon which the Base Case Model was prepared; and (B) sufficient information, in US GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Guarantor or Agent, to enable the General Partner, Lenders to determine whether Clause 20 (Financial condition) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the case may be, of a right to choose an alternative treatment under US GAAP)basis upon which the Base Case Model was prepared. (dc) If the Guarantor notifies Agent wishes to discuss the Facility financial position of any member of the Group with the Auditors, the Agent may notify the Borrower, stating the questions or issues which the Agent wishes to discuss with the Auditors. In this event, the Borrower must ensure that the Auditors are authorized (at the reasonable expense of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Borrower): (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each member of the terms of this Guarantee AgreementGroup with the Agent on request from the Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions Agent for the Finance Parties any information which the Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (a) Each The Borrower shall procure that each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Annual Financial Statements) , Annual WXAT Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition the Borrower shall procure that each set of Annual Financial Statements and each set of Annual WXAT Financial Statements shall be audited and accompanied by an audit report without material qualification by the auditors of the Group or WXAT (as applicable) (which auditors shall, in each case, be one of the Auditors). (b) Each The Borrower shall procure that each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 21.1 (Financial Statements) shall be certified by:statements): (i) in the chief case of consolidated financial officerstatements of the Group, shall be accompanied by a statement by a director of treasury or treasurer the Borrower comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the GuarantorGroup; and (ii) shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of financial statements of the Guarantor;Borrower, in the preparation of the Borrower Base Financial Statements; and (iiB) in the case of financial statements of WXAT, in the preparation of the Original Financial Statements for WXAT (except that each set of the Annual WXAT Financial Statements shall be prepared on a consolidated basis in accordance with the Accounting Principles), unless, in relation to any set of financial statements, the Borrower notifies the Facility Agent that there has been a material change in the Accounting Principles or the accounting practices and the auditors of the Group or WXAT (as applicable) (which auditors shall, in each case, be one of the Auditors) deliver to the Facility Agent: (C) a senior duly authorised officerdescription of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices upon which the Borrower Base Financial Statements or, as the case may be, WXAT’s Original Financial Statements were prepared; and (D) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Finance Parties to determine whether Clause 22.2 (Financial condition) has been complied with, to determine Material Companies, to determine Adjusted Leverage for any purpose, to determine compliance with the Obligor Threshold Requirement and to make an accurate comparison between the financial position indicated in (1) those financial statements and (2) the Borrower Base Financial Statements (in the case of financial statements of the General Partner; or Borrower) or WXAT’s Original Financial Statements (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, 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 adjustmentsWXAT). (c) The Guarantor must notify the Facility Agent of 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 exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their terms.

Requirements as to financial statements. (a) Each The Company shall procure that each set of of: (i) consolidated financial statements delivered pursuant to this Clause 23 includes a balance sheet, profit and loss account and cashflow statement; and (ii) unconsolidated financial statements delivered by the Guarantor pursuant to paragraph (a) of this Clause 11.1 (Financial Statements) shall be audited 23 includes a balance sheet and accompanied by an audit report without material qualification by the Auditorsprofit and loss account. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 23.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, director of treasury or treasurer by a legal representative of the Guarantor, relevant company as giving a true and fair view of (in the case of financial statements of the Guarantor; (ii) a senior duly authorised officerAnnual Financial Statements for any Financial Year), in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements of the Company, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the Company by the Auditors and accompanying those Annual Financial Statements; (cii) The Guarantor must notify shall be prepared using the Facility Agent of any material change to the basis on which the audited or unaudited Accounting Principles, accounting practices and financial statements delivered by it pursuant to paragraph (a) or (b) above are prepared from reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Company notifies the Administrative Agent that there has been a change in the Accounting Principles or the accounting practices and its Auditors (includingor, without limitationif appropriate, the Auditors of the relevant Obligor) deliver to the Administrative Agent: (A) a description of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices upon which that Obligor’s Original Financial Statements were prepared; and (B) sufficient information, in US GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Guarantor or Administrative Agent, to enable the General Partner, Participating Banks and the Issuing Bank to determine whether Clause 24 (Financial Covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the case may be, of a right to choose an alternative treatment under US GAAP)basis upon which the Original Financial Statements were prepared. (dc) If any Participating Bank or the Guarantor notifies Issuing Bank wishes to discuss the Facility financial position of any Obligor or any of the Flowserve Group Members with the Auditors, the Administrative Agent on the instructions and on behalf of a change in accordance such Participating Bank or the Issuing Bank may notify the Company, stating the questions or issues which the Participating Bank or the Issuing Bank wishes to discuss with paragraph the Auditors. In this event, the Company must ensure that the Auditors are authorised (c) above, then at the Guarantor and expense of the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Company): (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each Obligor and each of the terms of this Guarantee AgreementFlowserve Group Members with the relevant Participating Bank or the Issuing Bank on request from that Participating Bank or the Issuing Bank; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) relevant Participating Bank or the Issuing Bank and Clause 12.3 (EBITDA)) the Administrative Agent any information which that Participating Bank or the Issuing Bank and applicable definitions which the Administrative Agent on behalf of that Participating Bank or the Issuing Bank may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Borrower pursuant to paragraphs (a) and (b) of Clause 11.1 20.1 (Financial Statementsstatements) shall be certified by: by one (i1) the chief financial officer, director of treasury or treasurer the Borrower as giving a true and fair view of the Guarantor, (in the case of annual Financial Statements for any financial statements year), or fairly representing (in other cases), the financial condition and operations (consolidated where applicable) of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition relevant companies 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)up. (cb) The Guarantor must notify the Facility Agent Borrower shall procure that each set of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph Clause 20.1 (aFinancial statements) or (b) above are is prepared from using the Applicable GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements unless, in relation to any set of financial statements, (includingi) it notifies the Facility Agent that there has been a change in such Applicable GAAP, without limitationaccounting practices or reference periods; and (ii) the relevant Auditors deliver to the Facility Agent a description of any change necessary for those financial statements to reflect such Applicable GAAP, accounting practices or reference periods upon which the relevant Original Financial Statements were prepared. For the purposes of this Agreement, any change in US the Applicable GAAP but excluding made in accordance with this paragraph (b) shall apply to the definition of Applicable GAAP as set out at Clause 1.1 (Definitions) at any time following such change resulting only from (and until any subsequent change in the exercise by Applicable GAAP in accordance with this Clause 20.3). Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the Guarantor or basis upon which the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP)Original Financial Statements were prepared. (dc) If the Guarantor notifies Facility Agent wishes to discuss the financial position of any Group Member with the relevant Auditors, the Facility Agent of a change in accordance with paragraph (c) abovemay notify the Borrower, then stating the Guarantor and questions or issues which the Facility Agent shall enter into negotiations in good faith for a period wishes to discuss with the Auditors. In this event, the Borrower must ensure that such Auditors are authorised (at the expense of not more than thirty (30) days with a view to agreeing:the Borrower): (i) whether or not to discuss the change might result in any material alteration in financial position of that Group Member with the commercial effect of any of the terms of this Guarantee AgreementFacility Agent with respect to such questions and issues; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) Facility Agent any information which the Facility Agent may reasonably request with respect to such questions and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsissues.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Borrower pursuant to paragraphs (a) and (b) of Clause 11.1 20.1 (Financial Statementsstatements) shall be certified by: (i) the chief financial officer, director of treasury or treasurer by an Authorised Signatory of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, relevant company 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)up. (cb) The Guarantor must notify the Facility Agent Borrower shall procure that each set of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph Clause 20.1 (aFinancial statements) or (b) above are is prepared from using GAAP and accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base audited Original Financial Statements (includingfor that Obligor unless, without limitationin relation to any set of financial statements, any it notifies the Agent that there has been a change in US GAAP but excluding any change resulting only from the exercise by the Guarantor GAAP, or the General Partneraccounting practices or reference periods and, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent of a change unless amendments are agreed in accordance with paragraph (c) aboveof this Clause 20.3, then its auditors (or, if appropriate, the Guarantor and auditors of the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30Obligor) days with a view deliver to agreeingthe Agent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this Guarantee AgreementGAAP, accounting practices and reference periods upon which that Obligor’s audited Original Financial Statements were prepared; and (ii) if sosufficient information, any in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s audited Original Financial Statements. (c) If the Borrower adopts International Accounting Standards, the Borrower and the Agent shall, at the Borrower’s request, negotiate in good faith with a view to agreeing such amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 12.2 21 (Adjusted Tangible Net WorthFinancial Covenants) and Clause 12.3 (EBITDA)) and applicable the ratios used to calculate the Margin and, in each case, the definitions which used therein as may be necessary to ensure that the change does criteria for evaluating the Group’s financial condition grant to the Lenders protection equivalent to that which would have been enjoyed by them had the Borrower not result in any material alteration in the commercial effect of those terms, and if any adopted International Accounting Standards. Any amendments are agreed they shall will take effect on the date agreed between the Agent and be binding on each the Borrower subject to the consent of the parties hereto Majority Lenders. If no such agreement is reached within 90 days of the Borrower’s request, the Borrower will remain subject to the obligation to deliver the information specified in accordance with their termsparagraph (b) of this Clause 20.3.

Requirements as to financial statements. (a) Each The Parent and the Borrower shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition the Guarantor pursuant to paragraph (a) Parent and the Borrower shall procure that each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 20.1 (Financial Statementsstatements): (i) shall be certified by: by an Officer as fairly presenting (i) the chief financial officer, director of treasury or treasurer of the Guarantor, in the case of financial statements Annual Financial Statements of the Guarantor; Parent for any Financial Year) or as giving true and fair view (ii) a senior duly authorised officer, in the case of financial statements Annual Financial Statements of the General Partner; or Borrower for any Financial Year) or fairly representing (iii) a senior duly authorised officerin other cases), in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing all material respects its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; (cii) The Guarantor must notify shall be prepared using GAAP, and using further accounting practices and financial reference periods consistent with those applied: (A) in the Facility Agent case of 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 Borrower, in the preparation of the relevant Base Original Financial Statements and the Borrower’s Business Plan; and (includingB) in the case of the Parent, without limitationin the preparation of its Original Financial Statements, unless, in relation to any set of financial statements, the Borrower notifies the Agent that there has been a change in GAAP or the accounting practices and it and, if requested by the Agent and subject to sub-paragraph (iii) below, its Auditors (or, if appropriate, the Auditors of the Parent) deliver to the Agent: (C) a description of any change in US necessary for those financial statements to reflect GAAP but excluding any change resulting only from or accounting practices upon which the exercise by the Guarantor or the General PartnerBorrower’s Business Plan or, as the case may be, relevant Original Financial Statements were prepared; and (D) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Borrower’s Business Plan (in the case of the Borrower only) and/or Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a right reference to choose an alternative treatment under US GAAP)those financial statements as adjusted to reflect the basis upon which the Borrower’s Business Plan or, as the case may be, the Original Financial Statements were prepared. (diii) If Any requirement for the Guarantor notifies Auditors (or, if appropriate, the Facility Auditors of the Parent) to deliver the information required to be delivered under sub-paragraphs (ii)(C) and (D) above will be subject to the Agent of a change in accordance agreeing any necessary hold harmless or other similar letters with paragraph them. (c) aboveIf an Event of Default is continuing, then the Guarantor Agent may notify the Borrower or the Parent that it wishes to discuss the financial position of any Obligor with the Auditors and stating the questions or issues that the Agent wishes to discuss. In this event, the Borrower and the Facility Agent shall enter into negotiations in good faith for a period Parent must ensure that the Auditors are authorised (at the expense of not more than thirty (30) days with a view to agreeing:the Borrower): (i) whether or not to discuss the change might result in any material alteration in the commercial effect of any financial position of the terms of this Guarantee Agreementrelevant Obligor with the Agent on request from the Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions Agent for the Finance Parties any information which the Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (a) Each The Parent shall procure that each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Annual Financial Statements) , Quarterly Financial Statements and Monthly Financial Statements includes a balance sheet, profit and loss account and cashflow statement provided that in respect of any periods ending on or prior to 30 June 2009 this shall only be required if reflected in the reporting practices of the Group as of Closing. In addition the Parent shall procure that each set of the Parent's Annual Financial Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Parent pursuant to paragraphs (a) and (b) of Clause 11.1 22.1 (Financial Statementsstatements) (other than under paragraph (a)(ii)): (i) shall be certified by: (i) on behalf of the chief financial officer, Parent by a director of treasury the Parent or treasurer the Chief Financial Officer (in each case without personal liability) as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; (ii) a senior duly authorised officerAnnual Financial Statements for any Financial Year), in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up up; (ii) in the case of unaudited consolidated financial statements of the Group, shall be accompanied by a statement of the Parent comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group; and (iii) shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied, in the case of the Parent, in the preparation of the Base Case Model, unless, in relation to any set of financial statements, subject the Parent notifies the Facility Agent that there has been a change in the Accounting Principles, a change of the Accounting Principles to normal year end adjustments)IFRS, the accounting practices or the financial reference periods and it delivers to the Facility Agent: (A) a description of any change necessary for those financial statements to reflect the Accounting Principles, or accounting practices upon which the Base Case Model was prepared; and (B) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 23 (Financial Covenants) has been complied with, to determine the Margin as set out in the definition of "Margin", to determine the amount of any prepayments to be made from Excess Cashflow under Clause 9.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and IPO) and to make an accurate comparison between the financial position indicated in those financial statements and the Budget. (c) The Guarantor must notify the Facility Agent of 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 exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor Parent notifies the Facility Agent of a change in accordance with paragraph (cb)(iii) above, above or a change of its Financial Year end then the Guarantor Parent and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the 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 change does not result in any material alteration in the commercial effect of those terms; and (iii) any amendments to the financial covenant levels set out in Clause 23 (Financial Covenants) to preserve the then applicable headroom, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms. If no such agreement is reached within 30 days of that notification of change, the Facility Agent shall (if so requested by the Majority Lenders) instruct the Auditors of the Parent or independent accountants (approved by the Parent or, in the absence of such approval within 5 days of request by the Facility Agent of such approval, a firm with recognised expertise) to determine any amendment to Clause 23.2 (Financial condition), the Margin computations set out in the definition of "Margin", the amount of any prepayments to be made from Excess Cashflow under Clause 9.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and IPO) and any other terms of this Agreement which the Auditors or, as the case may be, accountants (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material alteration in the commercial effect of the terms of this Agreement. Those amendments shall take effect when so determined by the Auditors, or as the case may be, accountants. The cost and expense of the Auditors or accountants shall be for the account of the Parent. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model was prepared save to the extent amendments have been made in accordance with paragraph (c) above.

Requirements as to financial statements. (a) Each of the Obligors party hereto shall ensure that each set of financial statements and statements of the Borrower, any Guarantor or STA HK delivered by the Guarantor or procured pursuant to paragraph (a) of Clause 11.1 19.1 (Financial Statementsstatements) shall be audited and accompanied by an audit report without material qualification certified by the AuditorsChief Financial Officer or a director of the Borrower, such Guarantor or STA HK (as the case may be) as fairly representing (in the case of the Borrower) the consolidated financial condition and operations of the Group or (in the case of a Guarantor or STA HK) the financial conditions and operations of such Guarantor or STA HK as at the end of and for the applicable period to which such financial statements relate. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 (Financial Statements) shall be certified by: (i) the chief financial officer, director of treasury or treasurer of the Guarantor, in the case Obligors party hereto shall procure that each set of financial statements of the Guarantor; (ii) a senior duly authorised officerBorrower, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, 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) The any Guarantor must notify the Facility Agent of any material change to the basis on which the audited or unaudited financial statements STA HK delivered by it pursuant to paragraph Clause 19.1 (aFinancial statements) or (b) above are is prepared from using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements (includingof the Borrower, without limitation, any change in US GAAP but excluding any change resulting only from the exercise by the such Guarantor or the General Partner, STA HK (as the case may be) unless, in relation to any set of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor financial statements, it notifies the Facility Agent of that there has been a change in accordance with paragraph (c) aboveGAAP, then the Guarantor accounting practices or reference periods and the Facility Agent shall enter into negotiations in good faith for a period auditors of not more than thirty the Borrower, such Guarantor or STA HK (30as the case may be) days with a view deliver to agreeingthe Agent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements of the terms of this Guarantee AgreementBorrower, such Guarantor or STA HK (as the case may be) were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Agent, to this Guarantee Agreement enable the Lenders to determine whether Clause 20 (including appropriate changes to Financial covenants) has been complied with and make an accurate comparison between the financial covenants set out position indicated in Clause 12.2 (Adjusted Tangible Net Worth) those financial statements and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each Original Financial Statements of the parties hereto Borrower, such Guarantor or STA HK (as the case may be). Any reference in accordance with their termsthis Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements of the Borrower, such Guarantor or STA HK (as the case may be) were prepared.

Requirements as to financial statements. (a) Each The Company shall procure that each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Annual Financial Statements, Quarterly Financial Statements and Monthly Financial Statements includes a balance sheet, a profit and loss account and a cashflow statement (provided that no cashflow statement need be included in the Annual Financial Statements for a Subsidiary of the Company, where a cashflow statement is not required to be included in such statements by law in the jurisdiction of incorporation of that Subsidiary). In addition the Company shall procure that: (i) each set of its Annual Financial Statements shall be audited and accompanied by an audit report without material qualification by the Company’s Auditors; and (ii) each set of Quarterly Financial Statements and Monthly Financial Statements includes a balance sheet, a profit and loss and cashflow statements for that period and on a cumulative basis for the Financial Year to date and comparisons to the corresponding periods during the previous Financial Year as well as a comparison to the Budget and, with respect to the Monthly Financial Statements only, including a commentary on performance and material developments or proposals. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 24.2 (Financial Statementsstatements) (together, if relevant, with any reconciliation delivered pursuant to that clause): (i) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer of the Guarantorrelevant company as fairly representing, or, in the case of financial statements of the Guarantor; Annual Financial Statements, giving a true and fair view of, its (iior if appropriate, its consolidated) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition and operations as at the date as at which those financial statements were drawn up (provided that if such financial statements contain such a statement no such additional certification is required to be made) and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements; (cii) The Guarantor must notify in the Facility Agent case of any material change the Company’s Annual Financial Statements, shall be accompanied by a statement by the directors of the Company comparing actual performance for the period to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph relate to: (aA) or the projected performance for that period set out in the Budget; and (bB) above are the actual performance for the corresponding period in the preceding Financial Year of the Group; and (iii) shall, in the case of the Company, be prepared from using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Case Model (provided that there shall be no breach of this requirement on account of any differences between Annual Financial Statements and Quarterly Financial Statements and Monthly Financial Statements attributable to customary year-end adjustments), unless, in relation to any set of financial statements, the Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Company (including, without limitation, on the basis of the advice of the Company’s Auditors) delivers to the Agent: (A) a description of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices upon which the Base Case Model was prepared; (B) sufficient information, in US GAAP but excluding any change resulting only form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 25 (Financial covenant) has been complied with, to determine the Margin as set out in the definition of “Margin,” and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model; and (C) if reasonably requested by the Agent having regard to the nature of the changes, a written confirmation from the exercise Company’s Auditors (addressed to the Agent) confirming the basis for such changes (subject to each Finance Party agreeing an engagement letter with the Company’s Auditors if requested by the Guarantor or the General Partner, Company’s Auditors (and otherwise in such manner and on such conditions as the case auditors may bespecify) and only to the extent that firms of auditors of international repute have not adopted a general policy of not providing such confirmation). Any reference in this Agreement to any financial statements shall (save in the circumstances referred to in paragraph (c) below) be construed as a reference to those financial statements accompanied by a reconciliation to reflect the basis upon which the Base Case Model was prepared, of a right provided that any reference to choose an alternative treatment under US GAAP)those financial statements being audited shall not apply to such reconciliation. (dc) If the Guarantor Company notifies the Facility Agent of a change in accordance with paragraph (cb) above, above then the Guarantor Company and the Facility Agent Majority Lenders shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: agreeing whether, if the financial statements referred to in Clause 24.2 (iFinancial statements) whether or not were construed as financial statements prepared using the change might changed Accounting Principles and/or accounting practices, that would result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; Agreement and (ii) , if soit is agreed that they would, any amendments to this Guarantee Agreement (including appropriate changes to the 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 change does construing references to financial statements in that way would not result in any material alteration in the commercial effect of those terms, and and: (i) if any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms; and (ii) if, after three months from the start of such negotiations, the Company and the Agent cannot agree as to the matters in paragraph (i) above, the Agent shall refer the matter to any internationally recognised firm of accountants agreed with the Company for determination of the amendments to this Agreement which may be necessary so as to preserve as closely as possible the commercial effect of the terms of this Agreement, such determination to be binding on each of the Parties. After such amendments have been made or if the Company and the Majority Lenders agree that no such amendments are required, relevant references in this Agreement to financial statements shall be construed as reference to financial statements prepared on the basis of the relevant changed Accounting Principles and accounting practices and there shall be no obligation to deliver the description and information referred to in paragraphs (b)(iii)(A) and (B) above in respect of that change for any financial statements subsequently delivered under this Agreement. (d) If an Event of Default has occurred and is continuing (or the Agent reasonably suspect that an Event of Default is continuing) and the Agent wishes to discuss the financial position of any member of the Group with the auditors of that member of the Group, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with those auditors. In this event, the Company must ensure that those auditors are authorised (at the expense of the Company): (i) to discuss the financial position of the relevant member of the Group with the Agent on request from the Agent; and (ii) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request regarding the financial condition and operations of the Group. (e) Notwithstanding any other term of this Agreement no Default shall occur, or be deemed to occur, as a result of any restriction on the identity of the Company’s Auditors contained in this Agreement being prohibited, unlawful, ineffective, invalid or unenforceable pursuant to any applicable audit laws.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the a Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the a Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 (Financial Statements) shall be certified by: (i) the chief financial officer, director of treasury or treasurer of the that Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such a Limited Partner that is a member of the GroupPartner, 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) The Each Guarantor must notify the Facility Agent of 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 exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the a Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the 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 agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant Subject to paragraph (ae) below, each set of Annual Financial Statements, Quarterly Financial Statements and Monthly Financial Statements delivered pursuant to Clause 11.1 18.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to other than under paragraphs (aa)(ii) and (b) of Clause 11.1 (Financial Statements) shall be certified by:a)(iii): (i) the chief financial officer, director of treasury or treasurer of the Guarantor, shall in the case of financial such statements of the Guarantor; Group (iiother than Monthly Financial Statements) be certified by a senior duly authorised officer, in the case of financial statements director of the General Partner; or relevant company (iiiwithout personal liability) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing presenting its financial condition and operations as at the date as at which which, and for the period in relation to which, those financial statements Financial Statements were drawn up (subject, in the case of unaudited financial statementsQuarterly Financial Statements, subject to normal year end adjustments).; (cii) The Guarantor must notify shall (other than Monthly Financial Statements) be accompanied by a statement by a member of Senior Management of the Company commenting on the performance of the Group for the period to which the Financial Statements relate and any material developments or proposals affecting the Group or its business; and (iii) shall (other than in the case of Monthly Financial Statements) be prepared using GAAP, accounting practices and financial reference periods in each case in respect of financial statements relating to the Group consistent with the Accounting Principles unless, in relation to any set of Financial Statements, the Company notifies the PIK Facility Agent of any material change in any respect to GAAP, the accounting practices or the financial reference periods and such change is not material, deliver to the PIK Facility Agent a statement (the "Reconciliation Statement") containing a description of any change necessary for those Financial Statements to reflect the Accounting Principles, accounting practices and reference periods used as a 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 for the preparation of the relevant Base Business Plan and any reference in this Agreement to those Financial Statements (including, without limitation, any change shall be construed in US GAAP but excluding any change resulting only from a reference to those Financial Statements as adjusted to reflect the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP)Accounting Principles. (db) If the Guarantor Company notifies the PIK Facility Agent of a change in accordance with paragraph (ca)(iii) above, above then the Guarantor Company and the PIK Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) agreeing whether or not the change might result in any material alteration in into the commercial effect of any of the terms of this Guarantee Agreement; Agreement and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the 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 change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed agreed, they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms. With respect to any such negotiations and amendments the Company and the PIK Facility Agent shall give due regard to any agreement reached with respect to the corresponding provisions of the Senior Facilities Agreement. (c) If no agreement is reached under paragraph (b) above on the required amendments to this Agreement, the Company shall ensure that each set of financial statements is accompanied by a Reconciliation Statement (if a Reconciliation Statement is required by the PIK Facility Agent under paragraph (a)(iii) above). (d) The Company shall procure that each set of Annual Financial Statements shall be audited by any of Deloitte & Touche, Ernst & Young, KPMG or PricewaterhouseCoopers or such other internationally recognised firm of independent auditors licensed to practice in the jurisdiction of incorporation of the relevant member of the Group as the Senior Facility Agent may approve (acting reasonably). (e) Subject to paragraph (f) below, the Company shall procure that each set of Quarterly Financial Statements and Monthly Financial Statements shall be in an agreed form or otherwise in a form reasonably acceptable to the Senior Facility Agent and include a balance sheet, profit and loss account and cashflow statement. (f) Prior to the date falling 6 Months after the Closing Date, any financial statements or accounts required to be delivered under this Agreement may be in a form consistent with the reporting practices of the Target Group for the relevant period as at the Closing Date or, in respect of monthly financial statements, such monthly information as may be available, to include, if available, the following information: (i) gross debt for the relevant monthly reporting period; (ii) net debt for the relevant monthly reporting period; (iii) EBITDA for the relevant monthly reporting period; and (iv) sales for the relevant monthly reporting period.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Parent pursuant to paragraphs (a) and (b) of Clause 11.1 23.1 (Financial Statementsstatements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor; relevant company as fairly representing its (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its consolidated) financial condition as at the date as at end of and for the period in relation to which those financial statements were drawn up up. (b) The Parent shall procure that each set of financial statements delivered pursuant to Clause 23.1 (Financial statements) is prepared using the Applicable Accounting Principles, unless, in the case relation to any set of unaudited financial statements, subject it notifies the Agent that there has been a change in GAAP or the relevant accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to normal year end adjustments)the Agent: (i) a description of any change necessary for the relevant financial statements to reflect the Applicable Accounting Principles; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 24 (Financial covenants) has been complied with, to determine any other relevant matter set out in this Agreement and/or to make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the Applicable Accounting Principles. (c) The Guarantor must notify the Facility Agent of 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 exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor Parent notifies the Facility Agent of a change in accordance with paragraph (cb) above, then the Guarantor Parent and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, agreeing any amendments to this Guarantee Agreement (including appropriate changes to which are necessary as a result of the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may change. To the extent practicable these amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms.

Requirements as to financial statements. (a) Each The Company shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition the Guarantor pursuant to paragraph (a) Company shall procure that each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 21.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, by a managing director of treasury or treasurer the relevant company as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; Annual Financial Statements for any Financial Year), or fairly representing (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officerQuarterly Financial Statements), in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; and (cii) The Guarantor must notify shall be prepared using the Facility Agent Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Company, in the preparation of its Original Financial Statements and the Business Plan; and (B) in the case of 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 other Obligor, in the preparation of the relevant Base Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and its Auditors (includingor, without limitationif appropriate, the Auditors of the Obligor) deliver to the Agent: (C) a description of any change in US GAAP but excluding any change resulting only from necessary for those financial statements to reflect the exercise by Accounting Principles or accounting practices upon which the Guarantor or Company’s Original Financial Statements and the General PartnerBusiness Plan or, as the case may be, that Obligor’s Original Financial Statements were prepared; and (D) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in the Company’s Original Financial Statements and the Business Plan (in the case of the Company) or that Obligor’s Original Financial Statements (in the case of an Obligor). Any reference in this Agreement to any financial statements shall be construed as a right reference to choose an alternative treatment under US GAAP)those financial statements as adjusted to reflect the basis upon which the Business Plan or, as the case may be, the Original Financial Statements were prepared. (dc) If the Guarantor notifies Agent wishes to discuss the Facility 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 a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Company): (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each member of the terms of this Guarantee AgreementGroup with the Agent on request from the Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out Agent for the Finance Parties any information which the Agent may reasonably request. (d) At any time that any of the Company’s subsidiaries are Unrestricted Subsidiaries (as defined in Clause 12.2 Schedule 15 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDANew York Law Undertakings)) then the Annual Financial Statements and applicable definitions which may be necessary to ensure that Quarterly Financial Statements shall include a reasonably detailed presentation, either on the change does not result in any material alteration face of the financial statements or in the commercial effect of those termsfootnotes thereto, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries (as defined in accordance with their termsSchedule 15 (New York Law Undertakings)) of the Company.

Requirements as to financial statements. (a) Each The Borrower shall procure that each set of financial statements Annual Financial Statements, Semi-Annual Financial Statements and statements delivered Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition the Borrower shall procure that each set of Annual Financial Statements of the Group or any IPO Entity in respect of any Qualifying Flotation shall be (in the case of Annual Financial Statements of the Group) audited by the Guarantor pursuant to paragraph auditors of the Group (awhich auditors shall, in each case, be one of the Auditors) or (in the case of Clause 11.1 (Annual Financial StatementsStatements of any IPO Entity in respect of any Qualifying Flotation) shall be audited and accompanied by an audit report without material qualification by the auditors of such IPO Entity (which auditors shall, in each case, be one of the Auditors). (b) Each The Borrower shall procure that each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 21.1 (Financial Statementsstatements) in respect of the Group, the WOFE Guarantor or any IPO Entity (in respect of any Qualifying IPO): (i) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer the Borrower as giving a true and fair view of the Guarantor, (in the case of any Annual Financial Statements of the Group or such IPO Entity) or fairly representing (in any other case) the consolidated financial condition and operations of the Group, the combined consolidated financial condition and operations of the WOFE Guarantor, or (as the case may be) the consolidated financial condition and operations of such IPO Entity, as at the end of and during the applicable period to which such financial statements of the Guarantor;relate; and (ii) a senior duly authorised officershall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the case of financial statements preparation of the General Partner; or Base Financial Statements (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of relation to the Group, the WOFE Guarantor or, as the case may be, as fairly representing its financial condition as at the date as at which those financial statements were drawn up (such IPO Entity) unless, in the case relation to any set of unaudited financial statements, subject to normal year end adjustments). (c) The Guarantor must notify the Borrower notifies the Facility Agent of any material that there has been a change to in the basis on which Accounting Principles or the audited or unaudited financial statements delivered by it pursuant to paragraph (a) or (b) above are prepared from those accounting practices applied in the preparation of such financial statements, and the relevant auditors of the Group, the WOFE Guarantor or such IPO Entity (as applicable) (which auditors shall, in each case, be one of the Auditors) deliver to the Facility Agent: (A) a description of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices upon which the Base Financial Statements (includingin relation to the Group, without limitation, any change in US GAAP but excluding any change resulting only from the exercise by the WOFE Guarantor or the General Partneror, as the case may be, of a right to choose an alternative treatment under US GAAP). (dsuch IPO Entity) If the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreementwere prepared; and (iiB) if sosufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Finance Parties to determine whether Clause 22.2 (Financial condition) has been complied with to determine Leverage for any amendments purpose and to this Guarantee Agreement make an accurate comparison between the financial position indicated in (including appropriate changes 1) those financial statements and (2) the Base Financial Statements (relating to the Group, the WOFE Guarantor or, as the case may be, such IPO Entity). Any reference in this Agreement to any financial covenants set out statements of (x) the Group, (y) the WOFE Guarantor or (z) any IPO Entity (in Clause 12.2 (Adjusted Tangible Net Worthrespect of any Qualifying Flotation) and Clause 12.3 (EBITDA)) and applicable definitions shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each Base Financial Statements of the parties hereto in accordance with their termsGroup, the WOFE Guarantor or, as the case may be, such IPO Entity were prepared.

Requirements as to financial statements. (a) Each The Borrowers shall procure that each set of financial statements Annual Financial Statements includes a profit and statements delivered by the Guarantor pursuant to paragraph (a) loss account, a balance sheet and a cashflow statement and each set of Clause 11.1 (Quarterly Financial Statements) Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 clause 19.1 (Financial Statementsstatements) shall be certified byshall: (i) the chief financial officerbe prepared in accordance with GAAP, director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as IFRS; (ii) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly representing its represent (in other cases), the financial condition and operations of the Group as at the date as at which those financial statements were drawn up up; and (iii) in the case of unaudited annual audited financial statements, not be the subject to normal year end adjustments)of any qualification in the Auditors’ opinion. (c) The Guarantor must notify the Facility Agent Borrowers shall procure that each set of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph clause 19.1 (aFinancial statements) shall be prepared using GAAP or (b) above are prepared from IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements (includingStatements, without limitationunless, in relation to any set of financial statements, the Borrowers notify the Agent that there has been a change in US GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partneror, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If IFRS or the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor accounting practices and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view Auditors deliver to agreeingthe Agent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this Guarantee AgreementGAAP or, as the case may be, IFRS or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Agent, to this Guarantee Agreement enable the Lenders to determine whether clause 20 (including appropriate changes Financial covenants) has been complied with and to make an accurate comparison between the financial covenants set out position indicated in Clause 12.2 (Adjusted Tangible Net Worth) those financial statements and Clause 12.3 (EBITDA)) and applicable definitions the Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsOriginal Financial Statements were prepared.

Requirements as to financial statements. (a) Each HoldCo2 shall ensure that each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Annual Financial Statements, Quarterly Financial Statements and Monthly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition HoldCo2 shall ensure that: (i) each set of Annual Financial Statements shall be audited and accompanied by an audit report without material qualification by the Auditors.; (ii) each set of Quarterly Financial Statements includes a cashflow forecast in respect of the Group relating to the three month period commencing at the end of the relevant Financial Quarter and details of the Capital Expenditure usage for that Financial Quarter; (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 21.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer the relevant company as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; (ii) a senior duly authorised officerAnnual Financial Statements for any Financial Year), in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; (cii) The Guarantor must notify in the Facility Agent case of any material change consolidated financial statements of the Group, shall be accompanied by a statement by the directors of HoldCo2 comparing actual performance for the period to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph relate to: (aA) or the projected performance for that period set out in the Budget; and (bB) above are the actual performance for the corresponding period in the preceding Financial Year of the Group; and (iii) shall be prepared from using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Case Model and in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, HoldCo2 notifies the Agent that there has been a change in the Accounting Principles or the accounting practices or reference periods (including, without limitation, including any change to a financial year end date in US GAAP but excluding accordance with Clause 21.6 (Year-end)) and its Auditors (or, if appropriate, the Auditors of that member of the Group) deliver to the Agent: (A) a description of any change resulting only from necessary for those financial statements to reflect the exercise by Accounting Principles or accounting practices upon which the Guarantor or the General PartnerBase Case Model or, as the case may be, that member of the Group’s Original Financial Statements were prepared; and (B) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial covenants) has been complied with, to determine the amount of any prepayments to be made from excess cashflow under Clause 9.3 (Mandatory Prepayment – Disposal, Insurance, Acquisition Proceeds and IPO Proceeds and Excess Cashflow) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model and the Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a right reference to choose an alternative treatment under US GAAP)those financial statements as adjusted to reflect the basis upon which the Base Case Model or, as the case may be, the Original Financial Statements were prepared. (dc) If the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor Default is continuing and the Facility Agent shall enter into negotiations in good faith for a period wishes to discuss the financial position of not more than thirty any Obligor or any member of the Group with the Auditors, the Agent may notify HoldCo2, stating the questions or issues which the Agent wishes to discuss with the Auditors. In this event, HoldCo2 must ensure that the Auditors are authorised (30) days with a view to agreeing:at the expense of HoldCo2): (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each Obligor and each member of the terms of this Guarantee AgreementGroup with the Agent on request from the Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions Agent for the Finance Parties any information which the Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Company pursuant to paragraphs (a) and (b) of Clause 11.1 19.1 (Financial Statementsstatements) shall be certified by: (i) the chief by a senior financial officer, director of treasury or treasurer officer of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, Company 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)up. (cb) The Guarantor must notify the Facility Agent Company shall procure that each set of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph Clause 19.1 (aFinancial statements) or (b) above are is prepared from using IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of its Original Financial Statements unless in relation to the preparation of the financial statements delivered pursuant to Clause 19.1 (Financial statements), there are changes made as a result of changes in IFRS, accounting practices and/or reference periods which would not otherwise constitute a change falling within the scope of paragraph (c) below. (c) In the event of a change in IFRS, accounting practices and/or reference periods that has a material impact on the computation of the financial covenants as set out in Clause 20 (Financial covenants), when delivering the first financial statements pursuant to Clause 19.1 (Financial statements) impacted by such change, the Company shall notify the Agent of that change and shall deliver to the Agent: (i) a description of the change to the financial statements delivered for the Relevant Period during which such change in IFRS, accounting practices and/or reference periods came into force; and (ii) in relation to the financial statements referred in paragraph (a) above only, sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether (but for the relevant Base Financial Statements (including, without limitation, any change in US GAAP but excluding any change resulting only from IFRS, accounting practices and/or reference periods) Clause 20 (Financial covenants) has been complied with, and to make an accurate comparison between the exercise financial position indicated in such financial statements and the Company’s Original Financial Statements. If so requested by the Guarantor or Agent, the General Partner, as Company shall request its auditors to deliver the case may be, of a right information referred to choose an alternative treatment under US GAAP)in paragraphs (i) and (ii) above to the Agent. (d) If The Company and the Guarantor notifies Agent shall, promptly after the Facility Company has notified the Agent of a change in accordance with pursuant to paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: agreeing such amendments to Clause 20 (iFinancial covenants) whether or not and/or the change might result in any material alteration in the commercial effect definitions of any or all of the terms used therein as are necessary to give the Lenders comparable protection to that contemplated at the date of this Guarantee Agreement; and. (iie) if so, any If amendments to this Guarantee Agreement (including appropriate changes satisfactory to the 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 change does not result in any material alteration in the commercial effect of those terms, and if any amendments Majority Lenders are agreed they by the Company and the Agent within 45 days after the Company has notified the Agent pursuant to paragraph (c) above, those amendments shall take effect and be binding on each of the parties hereto in accordance with their termsthe terms of that agreement.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Company pursuant to paragraphs (a) and (b) of Clause 11.1 20.1 (Financial Statementsstatements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, relevant company 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)up. (cb) The Guarantor must notify the Facility Agent Company shall procure that each set of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph Clause 20.1 (aFinancial statements) or is prepared using GAAP. (bi) above are The Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.1 (Financial statements) is prepared from using GAAP and accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in GAAP or the accounting practices or reference periods, and its auditors (includingor, without limitationif appropriate, the auditors of the Obligor) deliver to the Lender: (A) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and (B) sufficient information, in US GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Guarantor or Lender, to enable the General Partner, as Lender to determine whether Clause 21 (Financial covenants) has been complied with and make an accurate comparison between the case may be, of a right to choose an alternative treatment under US GAAP)financial position indicated in those financial statements and that Obligor’s Original Financial Statements. (dii) If the Guarantor Company notifies the Facility Agent Lender of a change in accordance with paragraph (ci) above, above then the Guarantor Company and the Facility Agent Lender shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (iA) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (iiB) if so, any amendments to this Guarantee Agreement (including appropriate changes to the 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 change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms. Any reference in this Agreement to “those financial statements” shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

Requirements as to financial statements. (a) Each The Parent shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition, the Guarantor pursuant to paragraph Parent shall procure that: (ai) each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited by the Auditors (which Auditor’s opinion shall be without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based); and (ii) each set of Quarterly Financial Statements is accompanied by an audit report without commentary on the performance of the Restricted Group for the Financial Quarter to which the financial statements relate and the Financial Year to date and any other material qualification by developments or proposals affecting the AuditorsRestricted Group or its business. (b) The requirements under paragraph (a)(ii) above shall be deemed satisfied for so long as the Parent: (i) is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, or elects to comply with such provisions, and it continues to file the reports required by Section 13(a) with the SEC and provided that the Parent shall have given each holder of a Note that is an Institutional Investor written notice, which may be by e-mail or in accordance with Section 18, of such filing in connection with each delivery (provided that such notice requirement in this clause (i) will be deemed to have been satisfied so long as Parent makes available on its public website an alert service allowing any holder of a Note that is an Institutional Investor to subscribe for e-mail alerts notifying such holder when SEC filings have been made); or (ii) the Parent elects to provide to each holder of Notes that is an Institutional Investor reports which, if filed with the SEC, would satisfy (in the good faith judgment of the Parent) the reporting requirements of Section 13(a) or 15(d) of the Exchange Act (other than the provision of certifications, exhibits or information as to internal controls and procedures), for so long as it elects, the Parent will make available to each holder of Notes that is an Institutional Investor, such annual reports, information, documents and other reports that the Parent is, or would be, required to file with the SEC pursuant to such Section 13(a) or 15(d) of the Exchange Act. (c) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 Section 7.1 (Financial Statements) shall be certified byprepared in accordance with GAAP or, in the respect of ERC, the ERC Model. If there has been a material change in the methodology used to calculate ERC and arising as a result of a change determined by the Restricted Group’s portfolio valuation committee or accounting practices, then the Parent shall notify each holder of Notes that is an Institutional Investor in writing of such applicable change and shall also deliver to such holders the information referred to in the following subparagraphs (i) and (ii) below as appropriate: (i) a description of any change necessary for ERC to reflect the chief financial officer, director of treasury or treasurer determination of the Guarantor, in the case of financial statements of the Guarantor;Restricted Group’s portfolio valuation committee or accounting practices; and (ii) a senior duly authorised officersufficient information, in form and substance as may be reasonably required by the case Required Holders, to enable the holders of the Notes to determine whether Section 10.1 (Financial Covenants) has been complied with (but only to the extent that the LTV Ratios have been tested by reference to such financial statements in accordance with the provisions of Section 10.1.3 (Financial Testing)), to compare any LTV Ratio and SSRCF LTV Ratio to any previous calculations thereof provided under this Agreement (regardless of whether the General Partner; or Parent is required to demonstrate compliance with the provisions of Section 10.1.3 (iiiFinancial Testing)) a senior duly authorised officer, in and to make an accurate comparison between the case of financial statements of such Limited Partner that is a member of the Group, 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) The Guarantor must notify the Facility Agent of 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 position indicated using the relevant Base Financial Statements (including, without limitation, ERC and the applicable Initial ERC as calculated prior to any such change in US GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP)methodology. (d) If the Guarantor Parent notifies the Facility Agent each holder of Notes that is an Institutional Investor of a change in accordance with paragraph (c) above, then the Guarantor Parent and the Facility Agent holders of the Notes shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, agreeing any amendments to this Guarantee Agreement (including appropriate changes to which are necessary as a result of the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may change. These amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations contained in this Agreement. If any amendments are agreed they shall take effect and be binding on each the Obligors and the holders of the parties hereto Notes in accordance with their terms. (e) Notwithstanding any other term of this Agreement, no Event of Default shall occur, or be deemed to occur, as a result of any restriction on the identity of the Parent’s Auditors contained in this Agreement being prohibited, unlawful, ineffective, invalid or unenforceable pursuant to the Audit Laws.

Requirements as to financial statements. (a) Each The Parent shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition, the Guarantor pursuant to paragraph Parent shall procure that: (ai) each set of Clause 11.1 (Annual Financial Statements) Statements shall where required be audited and accompanied by an audit report without material qualification by the Auditors; and (ii) each set of Quarterly Financial Statements is accompanied by a cash distribution schedule in respect of the Group relating to the twelve month period commencing at the end of the relevant Financial Quarter. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 clause 22.2 (Financial Statements): (i) shall be certified by: (i) by the chief financial officer, director of treasury or treasurer Chief Financial Officer of the Guarantor, Parent as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly representing (in other cases), the financial condition and operations of the relevant person or persons covered by those financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; (cii) The Guarantor must notify in the Facility Agent case of any material change consolidated financial statements of the Group, shall be accompanied by a statement by the Chief Financial Officer of the Parent comparing actual performance for the period to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph relate to: (aA) or the projected performance for that period set out in the Budget; and (bB) above are the actual performance for the corresponding period in the preceding Financial Year of the Group; and (iii) shall be prepared from using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements (includingof the Obligor or other member of the Group concerned, without limitationunless, in relation to any change in US GAAP but excluding any change resulting only from set of financial statements, the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor Parent notifies the Facility Agent of that there has been a change in accordance with paragraph the Accounting Principles or the accounting practices and its Auditors (cor, if appropriate, the Auditors of the Obligor) above, then deliver to the 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 agreeingAgent: (iA) whether or not the change might result in any material alteration in the commercial effect a description of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices upon which the Original Financial Statements of the terms Obligor or other member of this Guarantee Agreementthe Group concerned were prepared; and (iiB) if sosufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 23 (Financial Covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements of the Obligor or other member of the Group concerned. Any reference in this Agreement to any amendments financial statements shall be construed as a reference to this Guarantee Agreement those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (including appropriate c) If the Agent receives a report from the Parent’s Auditors pursuant to clause 22.4(b)(iii) above, the Majority Lenders (in consultation with the Parent and the Auditors) may require such changes to the financial covenants set out in Clause 12.2 clause 23 (Adjusted Tangible Net WorthFinancial covenants) and Clause 12.3 (EBITDA)) and applicable definitions which may be as are necessary solely to ensure that reflect the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termschanges notified to them.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) The Association shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each procure that each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 Subclause 12.1 (Financial Statements) shall be certified by:statements): (i) the chief financial officerincludes a balance sheet, director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantorprofit and loss account and cashflow statement; (ii) is certified by the Association as giving a senior duly authorised officer, true and fair view of (in the case of financial statements of the General Partner; or (iii) a senior duly authorised officerAnnual Financial Statements for any Financial Year), in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any cover letter addressed to normal year end adjustments).the management of the Association by the Auditors and accompanying those Annual Financial Statements; (ciii) The Guarantor must notify shall be prepared using the Facility Agent of any material change to the basis on which the audited or unaudited Accounting Principles, accounting practices and financial statements delivered by it pursuant to paragraph (a) or (b) above are prepared from reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements, unless, in relation to any set of financial statements, the Association notifies the Lender that there has been a change in the Accounting Principles or the accounting practices and its Auditors deliver to the Lender: (A) a description of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices upon which the Original Financial Statements were prepared; and (includingB) sufficient information, without limitationin form and substance as may be reasonably required by the Lender, any change to enable the Lender to make an accurate comparison between the financial position indicated in US GAAP but excluding any change resulting only those financial statements and the Original Financial Statements. (b) In addition the Association shall procure that each set of Annual Financial Statements shall be audited by the Auditors. (c) If the Lender (acting reasonably) wishes to discuss the financial position of AEGON or the Association with the Auditors, the Lender may notify the Association and AEGON, stating the questions or issues which that Lender wishes to discuss with the Auditors. In this event, the Association and AEGON must ensure that the Auditors are authorised (at the expense of the Association and AEGON) to discuss their financial position with the Lender on reasonable request from the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP)Lender. (d) If the Guarantor notifies the Facility Agent of a change in accordance with Any such discussions under paragraph (c) above, then above shall be held in the Guarantor presence of AEGON and the Facility Agent Association and AEGON and the Association shall enter into negotiations be entitled to participate in good faith for a period of not more than thirty (30) days with a view to agreeing:such discussions. (ie) whether or not Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the change might result in any material alteration in basis upon which the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsOriginal Financial Statements were prepared.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor Borrower pursuant to paragraph (a) (i) of Clause 11.1 18.1 (Financial Statements) shall be audited and accompanied by an audit report certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Borrower pursuant to paragraphs (a) and (b) of Clause 11.1 18.1 (Financial Statements) shall be certified by: (i) the chief financial officer, director of treasury or treasurer by two directors of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; Borrower or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were drawn up prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (c) The Guarantor Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which the its 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 its Base Financial Statements (including, without limitation, any change in US German GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partner, as the case may be, Borrower of a right to choose an alternative treatment under US German GAAP). (df) If the Guarantor Borrower notifies the Facility Agent of a change in accordance with paragraph (ce) above, then the Guarantor Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 12.2 19.2 (Adjusted Minimum Tangible Net Worth) and to Clause 12.3 19.4 (EBITDALoan to Fixed Asset Value) (inclusive)) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each The Parent shall procure that each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Annual Financial Statements) , Quarterly Financial Statements and Monthly Financial Statements includes a balance sheet, profit and loss account and cashflow statement provided that in respect of any periods ending on or prior to 30 June 2009 this shall only be required if reflected in the reporting practices of the Group as of Closing. In addition the Parent shall procure that each set of the Parent's Annual Financial Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Parent pursuant to paragraphs (a) and (b) of Clause 11.1 27.1 (Financial Statementsstatements) (other than under paragraph (a)(ii)): (i) shall be certified by: (i) on behalf of the chief financial officer, Parent by a director of treasury the Parent or treasurer the Chief Financial Officer (in each case without personal liability) as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; (ii) a senior duly authorised officerAnnual Financial Statements for any Financial Year), in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up up; (ii) in the case of unaudited consolidated financial statements of the Group, shall be accompanied by a statement of the Parent comparing actual performance for the period to which the financial statements relate to: (A) the projected performance for that period set out in the Budget; and (B) the actual performance for the corresponding period in the preceding Financial Year of the Group; and (iii) shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied, in the case of the Parent, in the preparation of the Base Case Model, unless, in relation to any set of financial statements, subject the Parent notifies the Facility Agent that there has been a change in the Accounting Principles, a change of the Accounting Principles to normal year end adjustments)IFRS, the accounting practices or the financial reference periods and it delivers to the Facility Agent: (A) a description of any change necessary for those financial statements to reflect the Accounting Principles, or accounting practices upon which the Base Case Model was prepared; and (B) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 28 (Financial Covenants) has been complied with, to determine the Margin as set out in the definition of "Margin", to determine the amount of any prepayments to be made from Excess Cashflow under Clause 14.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and IPO) and to make an accurate comparison between the financial position indicated in those financial statements and the Budget. (c) The Guarantor must notify the Facility Agent of 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 exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor Parent notifies the Facility Agent of a change in accordance with paragraph (cb)(iii) above, above or a change of its Financial Year end then the Guarantor Parent and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the 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 change does not result in any material alteration in the commercial effect of those terms; and (iii) any amendments to the financial covenant levels set out in Clause 28 (Financial Covenants) to preserve the then applicable headroom, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms. If no such agreement is reached within 30 days of that notification of change, the Facility Agent shall (if so requested by the Majority Lenders) instruct the Auditors of the Parent or independent accountants (approved by the Parent or, in the absence of such approval within 5 days of request by the Facility Agent of such approval, a firm with recognised expertise) to determine any amendment to Clause 28.2 (Financial condition), the Margin computations set out in the definition of "Margin", the amount of any prepayments to be made from Excess Cashflow under Clause 14.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and IPO) and any other terms of this Agreement which the Auditors or, as the case may be, accountants (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material alteration in the commercial effect of the terms of this Agreement. Those amendments shall take effect when so determined by the Auditors, or as the case may be, accountants. The cost and expense of the Auditors or accountants shall be for the account of the Parent. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model was prepared save to the extent amendments have been made in accordance with paragraph (c) above.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 19.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 (Financial Statementsstatements) shall be certified by: (i) by a director of the relevant company or the chief financial officer, director of treasury or treasurer officer of the Guarantor, in the case Group as giving a true and fair view of financial statements of the Guarantor; its (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its the Group’s consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were drawn up (in the case of unaudited financial statements, subject to normal year end adjustments)up. (cb) The Guarantor must notify the Facility Agent of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant Subject to paragraph (ac) or below, the Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 19.1 (bFinancial statements) above are is prepared from using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements (includingunless, without limitationin relation to any set of financial statements, any change in US GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor it notifies the Facility Agent of that there has been a change in accordance with paragraph (c) aboveGAAP, then the Guarantor accounting practices or financial reference periods and its auditors, its director or the Facility Agent shall enter into negotiations in good faith for a period chief financial officer of not more than thirty (30) days with a view the Group deliver to agreeingthe Agent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this Guarantee AgreementGAAP, accounting practices and financial reference periods upon which the Original Financial Statements were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Agent (acting on the instructions of the Majority Lenders), to this Guarantee Agreement enable the Lenders to determine whether Clause 20 (including appropriate changes to Financial covenants) has been complied with and make an accurate comparison between the financial covenants set out position indicated in Clause 12.2 those financial statements and the Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (Adjusted Tangible Net Worthc) The Parties agree that although the Original Financial Statements of the Company were prepared using generally accepted accounting principles, standards and practices in the United States of America, the Company may elect to prepare future financial statements using generally accepted accounting principles, standards and practices under IFRS provided that it supplies the Agent with the information referred to in paragraphs (b)(i) and Clause 12.3 (EBITDA)b)(ii) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsabove.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Company pursuant to paragraphs Clause 19.1 (aAnnual financial statements), Clause 19.2 (Quarterly financial statements) and or Clause 19.3 (b) of Clause 11.1 (Financial StatementsMonthly financial statements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor; relevant company as fairly representing its (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were drawn up up. (in the case b) The Company shall procure that each set of unaudited financial statements of an Obligor delivered pursuant to Clause 19.1 (Annual financial statements), subject to normal year end adjustments)Clause 19.2 (Quarterly financial statements) or Clause 19.3 (Monthly financial statements) is prepared deconsolidating Permitted Non-Recourse Subsidiaries. (c) The Guarantor must notify Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 19.1 (Annual financial statements), Clause 19.2 (Quarterly financial statements) or Clause 19.3 (Monthly financial statements) is prepared using GAAP, accounting practices and financial reference periods in each case consistent with the Facility Applicable Accounting Principles unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods or its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent: (i) a description of any material change to necessary for the basis on which the audited or unaudited relevant financial statements delivered by it pursuant to paragraph reflect the Applicable Accounting Principles; and (aii) or (b) above are prepared from those applied sufficient information, 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 exercise form and substance as may be reasonably required by the Guarantor or Agent, to enable the General PartnerLenders to determine whether Clause 20 (Financial covenants) has been complied with, to calculate the Excess Cash Flow, to determine any other relevant matter and/or to make an accurate comparison between the financial position indicated in those financial statements and that Obligor's Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the case may be, of a right to choose an alternative treatment under US GAAP)Applicable Accounting Principles. (d) If the Guarantor Company notifies the Facility Agent of a change in accordance with paragraph (cb) above, then of this Clause 19.6 the Guarantor Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, agreeing any amendments to this Guarantee Agreement (including appropriate changes to which are necessary as a result of the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may change. To the extent practicable these amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms.

Requirements as to financial statements. (a) Each The Company shall procure that each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Annual Financial Statements) , Half Yearly Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition the Company shall procure that each set of Annual Financial Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 clause 22.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer the relevant company as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; (ii) a senior duly authorised officerAnnual Financial Statements for any Financial Year), in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; and (cii) The Guarantor must notify shall be prepared using the Facility Agent of any material change to the basis on which the audited or unaudited Accounting Principles, accounting practices and financial statements delivered by it pursuant to paragraph (a) or (b) above are prepared from reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements (includingfor that Obligor, without limitationunless, in relation to any change in US GAAP but excluding any change resulting only from set of financial statements, the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor Company notifies the Facility Agent of that there has been a change in accordance the Accounting Principles or the accounting practices and its Auditors (or, if appropriate, the Auditors of the Obligor) deliver to the Facility Agent: (A) a description of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices upon which that Obligor's Original Financial Statements were prepared; and (B) sufficient information, in form and substance as may be reasonably required by the Facility Agent (acting on the Majority Lenders' instructions or in its sole discretion), to enable the Lenders to determine whether clause 23 (Financial covenants) has been complied with paragraph and to make an accurate comparison between the financial position indicated in those financial statements and that Obligor's Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) above, then the Guarantor and If the Facility Agent shall enter into negotiations in good faith for a period wishes to discuss the financial position of not more than thirty any member of the Group with the Auditors, the Facility Agent may notify the Company, stating the questions or issues which the Facility Agent wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (30) days with a view to agreeing:at the expense of the Company): (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each member of the terms of this Guarantee AgreementGroup with the Facility Agent on request from the Facility Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions Facility Agent for the Finance Parties any information which the Facility Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each The Borrower must ensure that each set of financial statements delivered by the Guarantor Borrower pursuant to paragraphs (a) and (b) of Clause 11.1 16.1 (Financial Statementsstatements) shall be certified by: gives a true and fair view of (i) the chief financial officer, director of treasury or treasurer of the Guarantor, in the case of any such financial statements of the Guarantor; which are audited) or fairly represents (ii) a senior duly authorised officer, in the case of any such financial statements of the General Partner; or (iiiwhich are unaudited) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, 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)up. (cb) The Guarantor Borrower must notify the Facility Agent ensure that each set of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph Clause 16.1 (aFinancial statements) or (b) above are is prepared from using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base first set of financial statements delivered pursuant to pursuant to Clause 16.1 (Financial Statements statements) unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in GAAP, the accounting practices or reference periods and its auditors (includingor, without limitationif appropriate, the auditors of the Borrower) deliver to the Lender: (i) a full description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods on which the first set of financial statements delivered pursuant to pursuant to Clause 16.1 (Financial statements) were prepared; and (ii) sufficient information, in US GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Guarantor or Lender to enable it to make a proper comparison between the General Partner, financial position shown by the set of financial statements prepared on the changed basis and the Borrower’s most recent audited financial statements delivered to the Lender under Clause 16.1 (Financial statements). Any reference in this Agreement to those financial statements will be construed as a reference to those financial statements as adjusted to reflect the case may be, basis on which the first set of a right financial statements delivered pursuant to choose an alternative treatment under US GAAP)pursuant to Clause 16.1 (Financial statements) were prepared. (dc) If the Guarantor Borrower notifies the Facility Agent Lender of a change in accordance with under paragraph (cb) above, then the Guarantor Borrower and the Facility Agent shall Lender must enter into negotiations in good faith for a period of not more than thirty (30) 30 days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, agreeing any amendments to this Guarantee Agreement (including appropriate changes required to put the Borrower and the Lender to the financial covenants set out extent practicable in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the same position as they would have been in if the change does had not result in any material alteration in happened. Any such amendments agreed by the commercial effect Borrower and the Lender will bind all the Parties. (d) If no agreement is reached under paragraph (c) above on the required amendments to this Agreement, the Borrower must supply with each set of those terms, and if any amendments are agreed they shall take effect and be binding its financial statements another set of its financial statements prepared on each the same basis as the first set of the parties hereto in accordance with their termsfinancial statements delivered pursuant to pursuant to Clause 16.1 (Financial statements).

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Relevant Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 (Financial Statements) shall be certified byStatements shall: (i) the chief financial officerinclude a balance sheet, director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantorprofit and loss account and cashflow statement; (ii) a senior duly authorised officer, (in the case of financial statements of Annual Financial Statements only) be audited by the General Partner; orAuditors; (iii) be certified by an Authorised Signatory as giving a senior duly authorised officertrue and fair view of (if audited), or fairly representing (in the case of financial statements of such Limited Partner that is a member of other cases), the Group, as the case may be, as fairly representing its ’s consolidated financial condition as at the date as at which which, and the Group’s consolidated results of operation for the period for which, those financial statements were drawn up (and, in the case of unaudited Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Company by the Auditors and accompanying those Annual Financial Statements provided that for this sub-paragraph (iii) only, the reference to Group (A) would include the 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 statements, subject to normal year end adjustments).information of the HHH Group on a consolidated basis for information purposes only; and (civ) The Guarantor must notify be prepared using the Facility Agent of any material change to the basis on which the audited or unaudited Accounting Principles, accounting practices and financial statements delivered by it pursuant to paragraph (a) or (b) above are prepared from reference periods consistent with those applied in the preparation of the relevant Base Case Model as varied in accordance with Clause 23.3 (Financial Statements (includingtesting) unless, without limitationin relation to any set of Relevant Financial Statements, any the Company notifies the Agent that there has been a change in US GAAP but excluding any change resulting only from the exercise by Accounting Principles, accounting practices or financial reference periods and, following such notification, the Guarantor or Company complies with the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP)procedures and requirements set out in paragraphs (b) and (c) below. (db) If the Guarantor Company notifies the Facility Agent of a change in accordance with paragraph (ca)(iv) above, then the Guarantor Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the that change might result in any material alteration in the commercial effect of any the provisions of Clause 23 (Financial Covenants) (including the defined terms of this Guarantee Agreementincluded therein); and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the 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 such change does not result in any material alteration in the commercial effect of those termsprovisions, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms. (c) If no agreement on the subject matters referred to in paragraph (b)(i) or (b)(ii) above is reached within 30 days of the notification of that change (or any longer period agreed between the Company and the Agent), the Company shall deliver to the Agent, together with the Relevant Financial Statements in relation to which that change has occurred (and each subsequent set of Relevant Financial Statements delivered under Clause 22.1 (Financial statements) unless the 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 purposes of the financial undertakings in Clause 23 (Financial Covenants). Any reference in this Agreement to any Relevant Financial Statements shall be construed as a reference to those Relevant Financial Statements as adjusted to reflect the basis upon which the Base Case Model was prepared.

Requirements as to financial statements. (a) Each set The Parent (or the Credit Parties’ Agent on behalf of financial statements and statements delivered by the Guarantor pursuant to paragraph (aParent) must notify the Administrative Agent of Clause 11.1 (any material change in the Accounting Principles, practices or standards used in any Annual Financial Statements or Interim Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered If requested by the Guarantor pursuant Administrative Agent, the Parent (or the Credit Parties’ Agent on behalf of the Parent) must supply to paragraphs the Administrative Agent (a) and (b) of Clause 11.1 (Financial Statements) shall be certified by:or provide in accordance with Section 5.7): (i) the chief financial officer, director a full description of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor;any change notified under paragraph (a) above; and (ii) a senior duly authorised officer, reconciliation statement (the “Reconciliation Statement”) showing sufficient information in such detail and format as may be reasonably required by the case Administrative Agent to enable the Lenders to make a proper comparison between the financial position shown by the set of financial statements of Financial Statements prepared on the General Partner; or (iii) a senior duly authorised officer, in changed basis and the case of financial statements of such Limited Partner that is a member of most recent Annual Financial Statements delivered to the Group, as Administrative Agent under this Agreement and prepared according to 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)Accounting Principles. (c) The Guarantor must notify the Facility Agent of Following any material change referred to the basis on which the audited or unaudited financial statements delivered by it pursuant to in paragraph (a) above, the Administrative Agent shall if requested by the Parent (or (b) above are prepared from those applied in the preparation Credit Parties’ Agent on behalf of the relevant Base Financial Statements Parent), or the Parent (including, without limitation, any change in US GAAP but excluding any change resulting only from or the exercise Credit Parties’ Agent on behalf of the Parent) shall if requested by the Guarantor or the General PartnerAdministrative Agent, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith discussions for a period of not more than thirty (30) 30 days with a view and use reasonable endeavors to agreeing: (i) whether or not the change might result in agree any material alteration in the commercial effect of amendments required to be made to any of the terms provisions of this Guarantee Agreement; and (ii) if so, any amendments to this Guarantee Agreement (including which the Parties consider appropriate changes to the 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 change does not result in any a material alteration in to the commercial effect of the terms of this Agreement. Any agreement between the Parent (or the Credit Parties’ Agent on behalf of the Parent) and the Administrative Agent, with the prior consent of the Required Lenders, will be binding on all the Parties and from the time of such agreement, no Reconciliation Statements will be required to be delivered under this Agreement in respect of the relevant changes. (d) If no agreement is reached under paragraph (c) above on the required amendments to this Agreement, the Parent (or the Credit Parties’ Agent on behalf of the Parent) or the Administrative Agent may, at the expiry of the 30 day period mentioned in paragraph (c) above (or earlier if the Administrative Agent and the Credit Parties’ Agent acknowledge that no agreement will be reached within such period), appoint an independent firm of auditors or accountants (in each case acting as experts and not arbitrators) to determine any amendment required to be made to any provisions of this Agreement which those terms, and if any auditors or accountants consider appropriate to ensure that the change does not result in a material alteration to the commercial effect of the terms of this Agreement. Those amendments are agreed they shall take effect when so determined by those auditors or accountants, and from the time of such determination no Reconciliation Statements will be binding on each required to be delivered under this Agreement in respect of the parties hereto relevant changes. The cost and expense of those auditors or accountants shall be for the account of the Parent. (e) All financial statements and reports to be delivered shall be prepared on the basis of the applicable Accounting Principles. (f) Any ratios, computations and other determinations shall be calculated in accordance conformity with their termsapplicable Accounting Principles (provided that no Default or Event of Default shall arise from a breach of, or non-compliance with, the Credit Agreement solely due to the re-calculation of a ratio, computation or determination under the Credit Agreement in conformity with such applicable Accounting Principles).

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of annual financial statements delivered by the Guarantor Borrower pursuant to paragraphs (a) and (b) of Clause 11.1 19.1 (Financial Statementsstatements and Material Subsidiaries list) shall be certified by: (i) the chief financial officer, director of treasury or treasurer by two directors of the Guarantor, Borrower as in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as accordance with applicable GAAP fairly representing its financial condition as at the date as at which those financial statements were drawn up up. (b) Each set of annual financial statements delivered by the Borrower pursuant to paragraph (a)(ii) of Clause 19.1 (Financial statements and Material Subsidiaries list) shall contain or be accompanied by a Subsidiaries’ list substantially equivalent to the Subsidiaries’ list set forth in the case of unaudited financial statementsnotes to the Original Financial Statements under the heading “Subsidiaries, subject to normal year end adjustments)Associates and other Equity Investments”. (c) The Guarantor must Borrower shall subject to Clause 19.2(d) and (e) (Requirements as to financial statements) below procure that each set of financial statements of the Borrower delivered pursuant to Clause 19.1 (Financial statements and Material Subsidiaries list) is prepared using GAAP and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for the Borrower, unless in relation to any set of financial statements, it notifies the Agent that there has been a material change in GAAP, the accounting practices or reference periods in each case referred to in the notes, if any, to such financial statements provided that the Borrower is not obliged to make such notification referred to in this paragraph prior to supplying the financial statements to which such notification relates in accordance with Clause 19.1 (Financial statements and Material Subsidiaries list). Upon such notification the Agent acting reasonably shall be entitled to request the Borrower to deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Borrower’s Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent to enable the Lenders to make an accurate comparison between the financial position indicated in those financial statements and the Borrower’s Original Financial Statement provided that nothing herein shall be interpreted so as to entitle the Agent to request any information from the Borrower the generation of which is either unduly onerous or impracticable for the Borrower. (d) The Borrower may change the accounting principles applied to: (i) the consolidated financial statements of the Group from US GAAP to IFRS or any other accounting principles which the Borrower may legally be required to adhere to; and (ii) the unconsolidated financial statements of the Borrower from German GAAP to IFRS, if such unconsolidated financial statements are permitted by applicable law to be prepared on such basis instead of German GAAP. The Borrower shall notify the Facility Agent of such change of the accounting principles when for the first time supplying the financial statements prepared on such changed basis in accordance with Clause 19.1 (Financial statements and Material Subsidiaries list). In the event of any material such change to the basis on which the audited or unaudited relevant financial statements delivered are prepared the Borrower shall upon request of the Agent promptly supply the Agent with sufficient information in form and substance as may be reasonably required by it the Agent, prepared on the same basis as the Original Financial Statements to enable the Lenders to make a proper comparison between the financial position shown by any set of financial statements prepared on such changed basis and that under the Original Financial Statements, provided that nothing herein shall be interpreted so as to entitle the Agent to request any information from the Borrower the generation of which is either unduly onerous or impracticable for the Borrower and further provided that the Agent may only request such information with regard to the set of financial statements supplied pursuant to paragraph (aClause 19.1(a) or 19.1(b) (bFinancial statements and Material Subsidiaries list) as the case may be to which the notification referred to above are prepared from those applied relates and in addition: (i) if such notification is in relation to a set of financial statements supplied pursuant to Clause 19.1(a)(ii) (Financial statements and Material Subsidiaries list) the preparation next set of financial statements supplied pursuant to Clause 19.1(b) (Financial statements and Material Subsidiaries list); or (ii) if such notification is in relation to a set of financial statements supplied pursuant to Clause 19.1(b) (Financial statements and Material Subsidiaries list) the next set of financial statements supplied pursuant to Clause 19.1(a)(ii) (Financial statements and Material Subsidiaries list). (e) Nothing herein shall be interpreted so as to limit the right of the relevant Base Financial Statements Borrower to prepare: (including, without limitation, any change in i) consolidated financial statements of the Group applying US GAAP but excluding accounting principles and parallel consolidated financial statements of the Group applying IFRS accounting principles or any change resulting only from other accounting principles which the exercise by the Guarantor or the General PartnerBorrower may legally be required to adhere to, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; andor (ii) unconsolidated financial statements of the Borrower applying German GAAP accounting principles and parallel unconsolidated financial statements of the Borrower applying IFRS accounting principles, provided that the Borrower shall not be obliged to notify the Agent of such parallel accounting. Upon the occurrence of a change as contemplated in Clause 19.2(d) (Requirements as to financial statements) the Lenders acting through the Agent however may not request the information referred to in Clause 19.2(d) (Requirements as to financial statements) if so, any amendments to this Guarantee Agreement (including appropriate changes and to the extent the Borrower has provided a set of financial covenants statements prepared on the basis of the accounting principles applied in parallel with each set out in of financial statements supplied pursuant to Clause 12.2 (Adjusted Tangible Net Worth19.1(a) and Clause 12.3 19.1(b) (EBITDA)Financial statements and Material Subsidiaries list) and applicable definitions which may be necessary immediately prior to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termssuch change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Parent pursuant to paragraphs Clause 22.1 (Financial statements) (other than those (i) for Sterling Inc. and Sterling Jewelers Inc. which shall only be required to be audited in accordance with this paragraph (a) and if so required by law; or (bii) delivered pursuant to paragraph (c) of Clause 11.1 22.1 (Financial Statementsstatements) shall be certified by: (i) the chief financial officer, director of treasury have been audited by KPMG Audit Plc or treasurer of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, 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)a U.S. Group Company an affiliate of KPMG Audit Plc in the United States) or another internationally recognised firm or company of independent auditors. (cb) The Guarantor must notify Parent shall ensure that the Facility accounting reference period for each Obligor is not changed except with the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed) and that the accounting reference period for Parent Newco is the same as that of any material change to the basis on which the audited or unaudited Company. (i) The Parent shall procure that each set of financial statements of an Obligor delivered by it pursuant to paragraph Clause 22.1 (aFinancial statements) or (b) above are is prepared from using GAAP and accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements for that Obligor or, in the case of the financial statements of the Parent or the Group after the Parent Newco Accession Date, those applied in the preparation of the audited consolidated financial statements of the Parent for the financial year ending on or about 31 January 2009 (the “Reference Financial Statements”) unless, in relation to any such set of financial statements, it notifies the Agent that an Obligor wishes to prepare its financial statements on a different basis from the basis used in the preparation of the Original Financial Statements or (as applicable) the Reference Financial Statements and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent: (A) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which that Obligor’s Original Financial Statements or the Reference Financial Statements (including, without limitation, any change in US GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partner, as the case may be) were prepared; and (B) sufficient information, of a right in form and substance as may be reasonably required by the Agent, to choose enable the Lenders to determine whether Clause 23 (Financial Covenants) has been complied with and make an alternative treatment under US GAAPaccurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements or the Reference Financial Statements (as the case may be). (dii) If the Guarantor Parent notifies the Facility Agent of a change in accordance with paragraph (cb)(i) above, above then the Guarantor Parent and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (iA) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (iiB) if so, any amendments to this Guarantee Agreement (including appropriate changes to the 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 change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms. If no such agreement is reached within 30 days of that notification of change, the Agent shall (if so requested by the Majority Lenders) instruct the auditors of the Parent or independent accountants (approved by the Parent or, in the absence of such approval within 5 days of request by the Agent of such approval, a firm with recognised expertise) to determine any amendment to Clause 23 (Financial covenants), Clause 1.1 (Definitions) and any other terms of this Agreement which the auditors or, as the case may be, accountants (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material alteration in the commercial effect of the terms of this Agreement. Those amendments shall take effect when so determined by the auditors, or as the case may be, accountants. The cost and expense of the auditors or accountants shall be for the account of the Parent. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant Subject to paragraph (ae) below, each set of Annual Financial Statements, Quarterly Financial Statements and Monthly Financial Statements delivered pursuant to Clause 11.1 18.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to other than under paragraphs (aa)(ii) and (b) of Clause 11.1 (Financial Statements) shall be certified by:a)(iii): (i) the chief financial officer, director of treasury or treasurer of the Guarantor, shall in the case of financial such statements of the Guarantor; Group (iiother than Monthly Financial Statements) be certified by a senior duly authorised officer, in the case of financial statements director of the General Partner; or relevant company (iiiwithout personal liability) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing presenting its financial condition and operations as at the date as at which which, and for the period in relation to which, those financial statements Financial Statements were drawn up (subject, in the case of unaudited financial statementsQuarterly Financial Statements, subject to normal year end adjustments).; (cii) The Guarantor must notify shall (other than Monthly Financial Statements) be accompanied by a statement by a member of Senior Management of the Company commenting on the performance of the Group for the period to which the Financial Statements relate and any material developments or proposals affecting the Group or its business; and (iii) shall (other than in the case of Monthly Financial Statements) be prepared using GAAP, accounting practices and financial reference periods in each case in respect of financial statements relating to the Group consistent with the Accounting Principles unless, in relation to any set of Financial Statements, the Company notifies the PIK Facility Agent of any material change in any respect to GAAP, the accounting practices or the financial reference periods and such change is not material, deliver to the PIK Facility Agent a statement (the “Reconciliation Statement”) containing a description of any change necessary for those Financial Statements to reflect the Accounting Principles, accounting practices and reference periods used as a 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 for the preparation of the relevant Base Business Plan and any reference in this Agreement to those Financial Statements (including, without limitation, any change shall be construed in US GAAP but excluding any change resulting only from a reference to those Financial Statements as adjusted to reflect the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP)Accounting Principles. (db) If the Guarantor Company notifies the PIK Facility Agent of a change in accordance with paragraph (ca)(iii) above, above then the Guarantor Company and the PIK Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) agreeing whether or not the change might result in any material alteration in into the commercial effect of any of the terms of this Guarantee Agreement; Agreement and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the 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 change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed agreed, they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms. With respect to any such negotiations and amendments the Company and the PIK Facility Agent shall give due regard to any agreement reached with respect to the corresponding provisions of the Senior Facilities Agreement. (c) If no agreement is reached under paragraph (b) above on the required amendments to this Agreement, the Company shall ensure that each set of financial statements is accompanied by a Reconciliation Statement (if a Reconciliation Statement is required by the PIK Facility Agent under paragraph (a)(iii) above). (d) The Company shall procure that each set of Annual Financial Statements shall be audited by any of Deloitte & Touche, Ernst & Young, KPMG or PricewaterhouseCoopers or such other internationally recognised firm of independent auditors licensed to practice in the jurisdiction of incorporation of the relevant member of the Group as the Senior Facility Agent may approve (acting reasonably). (e) Subject to paragraph (f) below, the Company shall procure that each set of Quarterly Financial Statements and Monthly Financial Statements shall be in an agreed form or otherwise in a form reasonably acceptable to the Senior Facility Agent and include a balance sheet, profit and loss account and cashflow statement. (f) Prior to the date falling 6 Months after the Closing Date, any financial statements or accounts required to be delivered under this Agreement may be in a form consistent with the reporting practices of the Target Group for the relevant period as at the Closing Date or, in respect of monthly financial statements, such monthly information as may be available, to include, if available, the following information: (i) gross debt for the relevant monthly reporting period; (ii) net debt for the relevant monthly reporting period; (iii) EBITDA for the relevant monthly reporting period; and (iv) sales for the relevant monthly reporting period.

Requirements as to financial statements. (a) Each The Company shall procure that each set of financial statements Annual Financial Statements and statements delivered by Half-Yearly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition the Guarantor pursuant to paragraph (a) Company shall procure that each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 24.1 (Financial Statementsstatements) shall be certified bybe: (i) certified by a director of the Company or the chief financial officer, director of treasury or treasurer officer of the Guarantor, Target as giving a true and fair view of (in the case of financial statements of the Guarantor; Annual Financial Statements for any Financial Year), or fairly presenting (ii) a senior duly authorised officerin other cases), in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; (cii) The Guarantor must notify in the Facility Agent case of any material change consolidated financial statements of the Group, accompanied by a statement by the director of the Company or the chief financial officer of the Target comparing actual performance for the period to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph relate to: (aA) or the projected performance for that period set out in the Budget; and (bB) above are the actual performance for the corresponding period in the preceding Financial Year; and (iii) shall be prepared from using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Financial Statements Case Model, unless, in relation to any set of financial statements, the Company notifies the Facility Agent that there has been a change in the Accounting Principles or the accounting practices or the financial periods and it delivers to the Facility Agent: (including, without limitation, A) a description of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices upon which the Base Case Model was prepared; and (B) sufficient information, in US GAAP but excluding form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 25 (Financial Covenants) has been complied with, to determine the amount of any change resulting only prepayments to be made from Excess Cashflow under Clause 11.3 (Acquisition, Disposal, Insurance and Recovery Proceeds and Excess Cashflow) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model. (c) Following the occurrence of an Event of Default that is continuing, if any Finance Party wishes to discuss the financial position of any Group Company with the Auditors and/or officers of the Company, the Facility Agent may notify the Company, stating the questions or issues which that Finance Party (or its representatives) wishes to discuss with the Auditors and/or officers of the Company. In this event, the Company must ensure that the Auditors and/or as applicable its officers are authorised (at the expense of the Company): (i) to discuss the financial position of each Group Company with the relevant Finance Party(ies) (or its representatives) on request from the exercise by Facility Agent; and (ii) to disclose to the Guarantor or Facility Agent for the General PartnerFinance Parties any information which the Facility Agent may reasonably request, provided that: (A) all information defined as a result of this paragraph (c) shall be subject to the case may be, confidentiality restrictions set out in this Agreement; (B) representatives of a right the Group and the Equity Investors shall be entitled to choose an alternative treatment under US GAAP)attend and participate in such discussions with the Auditors; and (C) such discussions with the Auditors and/or the officers of the Company take place during normal business hours and on reasonable notice having been given to the Group. (d) If the Guarantor Company notifies the Facility Agent of a change in accordance with paragraph (cb)(iii) above, above then the Guarantor Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and; (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the 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 change does not result in any material alteration in the commercial effect of those terms; and (iii) any amendments to the financial covenant definitions or ratios set out in Clause 25 (Financial Covenants) to preserve the previously applicable headroom, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Borrower pursuant to paragraphs (a) and (b) of Clause 11.1 19.2 (Financial Statementsstatements) shall be certified by: (i) the chief financial officer, by a director of treasury the company as giving a true and fair view (if audited) or treasurer of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up. (b) The Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 19.2 (Financial statements) includes or is supplemented by the most up (in the case to date details of unaudited financial statements, subject to normal year end adjustments)all off-balance sheet and time charter hire commitments. (c) The Guarantor must notify the Facility Agent Borrower shall procure that each set of any material change to the basis on which the audited or unaudited financial statements of an Obligor delivered by it pursuant to paragraph Clause 19.2 (aFinancial statements) or (b) above is prepared using GAAP, accounting practices and financial reference periods which, in relation to each Guarantor, are prepared from consistent with those applied in the preparation of the relevant Base Original Financial Statements (includingunless, without limitationin relation to any set of financial statements, any change in US GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor it notifies the Facility Agent of that there has been a change in accordance with paragraph GAAP, the accounting practices or reference periods and its auditors (cor, if appropriate, the auditors of the Obligor) above, then the Guarantor and deliver to the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingAgent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this Guarantee AgreementGAAP, accounting practices and reference periods upon which that Guarantor’s Original Financial Statements were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Facility Agent, to this Guarantee Agreement enable the Lenders to determine whether Clause 20 (including appropriate changes to Financial Covenants) has been complied with and make an accurate comparison between the financial covenants set out position indicated in Clause 12.2 (Adjusted Tangible Net Worth) those financial statements and Clause 12.3 (EBITDA)) and applicable definitions that Guarantor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsOriginal Financial Statements were prepared.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Company pursuant to paragraphs Clause 21.1 (aAnnual financial statements) and or Clause 21.2 (b) of Clause 11.1 (Financial StatementsHalf-yearly financial statements) shall be certified by: (i) the chief financial officer, director of treasury or treasurer by an officer of the Guarantor, in the case of financial statements of the Guarantor; relevant company as fairly representing its (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were drawn up up. (b) The Company shall procure that each set of financial statements of the Parent delivered pursuant to Clause 21.1 (Annual financial statements) or Clause 21.2 (Half-yearly financial statements) is prepared using GAAP, accounting practices and financial reference periods in each case consistent with the case Applicable Accounting Principles unless, in relation to any set of unaudited financial statements, subject it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and the auditors of the Parent deliver to normal year end adjustments)the Facility Agent: (i) a description of any change necessary for the relevant financial statements to reflect the Applicable Accounting Principles; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 (Financial covenants) has been complied with, to determine any other relevant matter and/or to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the Applicable Accounting Principles. (c) The Guarantor must notify the Facility Agent of 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 exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor Parent and the Facility Agent shall must, each upon the request of the other, enter into negotiations in good faith discussions for a period of not more than thirty (30) 90 days with a view to agreeing: (i) whether or not agreeing any amendments required to be made to this Agreement to place the Lenders in the same position as they would have been in if the change might result in any material alteration in notified under paragraph (b) above had not happened. Any agreement between the commercial effect of any Parent and the Facility Agent, with the prior consent of the terms of this Guarantee Agreement; and (ii) if soMajority Lenders, any amendments to this Guarantee Agreement (including appropriate changes to the 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 change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and will be binding on each of all the parties hereto in accordance with their termsParties.

Requirements as to financial statements. (a) 20.3.1 Each set of financial statements and statements Financial Statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of Company or financial statements delivered by the Guarantor any other Obligor pursuant to paragraphs (a) and (b) of Clause 11.1 20.1 (Financial Statementsstatements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, relevant company as fairly representing its financial condition as at the date as at which those Financial Statements or financial statements (as the case may be) were drawn up up. 20.3.2 The Company shall procure that each set of Financial Statements delivered pursuant to Clause 20.1 (Financial statements) is prepared using GAAP (or in the case of unaudited financial statementsthe Dutch Annual Report, subject to normal year end adjustments). (c) The Guarantor must notify IFRS, or in the Facility Agent case of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph (aof Obligors other than the Company, the general accepted accounting principles applicable in the jurisdiction of such other Obligor) or (b) above are prepared from accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP (includingor in the case of the Dutch Annual Report, without limitationIFRS, or in the case of the financial statements of Obligors other than the Company, the general accepted accounting principles applicable in the jurisdiction of such other Obligor), the accounting practices or reference periods and its auditors (or, if appropriate, its auditors) deliver to the Agent: 20.3.2.1 a description of any change necessary for those Financial Statements to reflect the GAAP, (or in US GAAP but excluding any change resulting only from the exercise case of the Dutch Annual Report, IFRS, or in the case of the financial statements of Obligors other than the Company, the general accepted accounting principles applicable in the jurisdiction of such other Obligor), accounting practices and reference periods upon which the Original Financial Statements were prepared; and 20.3.2.2 sufficient information, in form and substance as may be reasonably required by the Guarantor Agent, to enable the Lenders to determine whether Clause 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those Financial Statements or the General Partner, financial statements (as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent Original Financial Statements. Any reference in this Agreement to those Financial Statements or financial statements (as the case may be) shall enter into negotiations in good faith for be construed as a period of not more than thirty (30) days with a view reference to agreeing: (i) whether or not those financial statements as adjusted to reflect the change might result in any material alteration in basis upon which the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsOriginal Financial Statements were prepared.

Requirements as to financial statements. (a) Each The Parent shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement and that Monthly Financial Statements include a balance sheet and profit and loss account. In addition the Guarantor pursuant to paragraph (a) Parent shall procure that each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 25.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer the relevant company as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; (ii) a senior duly authorised officerAnnual Financial Statements for any Financial Year), in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; and (cii) The Guarantor must notify shall be prepared using the Facility Agent Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of 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 Parent, in the preparation of the relevant Base Business Plan; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Priority Agent has consented to a change in the Accounting Principles or the accounting practices and the Auditors of the Parent (includingor, without limitationif appropriate, the Auditors of the Obligor) deliver to the Priority Agent: (C) a description of any change in US GAAP but excluding any change resulting only from necessary for those financial statements to reflect the exercise by Accounting Principles or accounting practices upon which the Guarantor or the General PartnerBusiness Plan or, as the case may be, that Obligor’s Original Financial Statements were prepared; and (D) sufficient information, in form and substance as may be reasonably required by the Agents, to enable the Lenders to determine whether Clause 26 (Financial covenants) has been complied with, to determine the amount of any prepayments to be made from excess cashflow under Clause 12.2 (Disposal, Insurance, Acquisition and Debt Proceeds and Excess Cashflow) and to make an accurate comparison between the financial position indicated in those financial statements and the Business Plan (in the case of the Parent) or that Obligor’s Original Financial Statements (in the case of an Obligor). Any reference in this Agreement to any financial statements shall be construed as a right reference to choose an alternative treatment under US GAAP)those financial statements as adjusted to reflect the basis upon which the Business Plan or, as the case may be, the Original Financial Statements were prepared. (dc) If Following the Guarantor notifies the Facility Agent occurrence of a change in accordance Default that is continuing, if an Agent wishes to discuss the financial position of any member of the BST Group with paragraph the Auditors, the relevant Agent may notify the Parent, stating the questions or issues which the relevant Agent wishes to discuss with the Auditors. In this event, the Parent must ensure that the Auditors are authorised (c) above, then at the Guarantor and expense of the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Parent): (i) whether or not to discuss the change might result in any material alteration in the commercial effect of any financial position of the terms relevant member of this Guarantee Agreementthe BST Group with the Agent on request from the relevant Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions relevant Agent for the Finance Parties any information which the relevant Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (a) Each The Borrower shall ensure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition, the Guarantor pursuant to paragraph (a) Borrower shall ensure that each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs Section 5.01 (a) and (b) of Clause 11.1 (Financial Statementsi) shall be certified by: (i) the chief financial officer, director of treasury or treasurer by an authorized officer of the Guarantorrelevant company as presenting fairly, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officeraccordance with applicable accounting standards, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition and operations as at the date as at which those financial statements were drawn up prepared; (ii) in the case of unaudited consolidated financial statementsstatements (annual and quarterly) of the Group, subject shall be accompanied by a statement by the management of the Borrower; comparing actual performance for the period to normal year end adjustments). (c) The Guarantor must notify which the Facility Agent of any material change financial statements relate to the basis on which actual performance for the audited or unaudited financial statements delivered by it pursuant to paragraph corresponding period in the preceding Fiscal Year of the Group; and (aiii) or (b) above are in the case of the Borrower, shall be prepared from those in accordance with IFRS and accounting practices applied in the preparation of the relevant Base Financial Statements (includingCase Model, without limitationunless, in relation to any change in US GAAP but excluding any change resulting only from set of financial statements, the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor Borrower notifies the Facility Agent of that there has been a change in accordance IFRS or the accounting practices and its Auditors deliver to the Facility Agent (x) a description of any change necessary for those financial statements to reflect IFRS or accounting practices upon which the Base Case Model was prepared; and (y) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Section 6.02 has been complied with paragraph and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model was prepared. (c) above, then the Guarantor and If the Facility Agent shall enter into negotiations in good faith for a period wishes to discuss the financial position of not more than thirty any member of the Group with the Auditors, the Facility Agent may notify the Borrower, stating the questions or issues which the Facility Agent wishes to discuss with the Auditors. In this event, the Borrower must authorize the Auditors (30at the reasonable expense of the Borrower) days with a view to agreeing: (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each member of the terms of this Guarantee AgreementGroup with the Facility Agent on request from the Facility Agent; and and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions Facility Agent for the Finance Parties any information which the Facility Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (ai) Each Borrower shall procure that each set of financial statements its Annual Financial Statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Quarterly Financial Statements) shall be audited Statements includes a balance sheet, profit and accompanied by an audit report without material qualification by the Auditorsloss account and cashflow statement. (bii) Each set of financial statements delivered by the Guarantor pursuant to paragraphs Section 5.01(a): (a) and (b) of Clause 11.1 (Financial Statements1) shall be certified by: (i) the chief financial officer, director of treasury or treasurer of the Guarantorby a Responsible Officer as fairly presenting, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing all material respects its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject to normal year end adjustments).shall be accompanied by a report from the Auditors and accompanying those Annual Financial Statements; and (c2) The Guarantor must notify the Facility Agent of any material change to the basis on which the audited or unaudited shall be prepared using GAAP, and using further accounting practices and financial statements delivered by it pursuant to paragraph (a) or (b) above are prepared from reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements and Borrower’s Business Plan, unless, in relation to any set of financial statements, Borrower notifies CME Credit Guarantor that there has been a change in GAAP or the accounting practices and it and, if requested by CME Credit Guarantor and subject to sub-paragraph (includingiii) below, without limitation, its Auditors deliver to CME Credit Guarantor: (A) a description of any change in US necessary for those financial statements to reflect GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partneraccounting practices upon which Borrower’s Business Plan or, as the case may be, of relevant Original Financial Statements were prepared and (B) sufficient information, in form and substance as may be reasonably required by CME Credit Guarantor, to enable CME Credit Guarantor to determine whether Section 5.04 has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and Borrower’s Business Plan and/or Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a right reference to choose an alternative treatment under US GAAP)those financial statements as adjusted to reflect the basis upon which Borrower’s Business Plan or, as the case may be, the Original Financial Statements were prepared. (diii) Any requirement for the Auditors of Borrower to deliver the information required to be delivered under sub-paragraphs (ii)(1) and (ii)(2) above and sub-paragraph (iv) below will be subject to CME Credit Guarantor agreeing to any necessary hold harmless or other similar letters with them. (iv) If an Event of Default is continuing, CME Credit Guarantor may notify Borrower that it wishes to discuss the financial position of the Guarantee Reimbursement Amount with the Auditors and stating the questions or issues that CME Credit Guarantor notifies wishes to discuss. In this event, Borrower must ensure that the Facility Agent Auditors are authorized (at the expense of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Borrower): (i1) whether or not to discuss the change might result in any material alteration in the commercial effect of any financial position of the terms of this Guarantee Agreementrelevant Reimbursement Party with CME Credit Guarantor on request from CME Credit Guarantor; and (ii2) if so, to disclose to CME Credit Guarantor any amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions information which CME Credit Guarantor may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (a) Each The Company shall procure that: (i) each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditorsauditors 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 Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 (Financial Statements) shall be certified byclause 24.1: (i) the chief financial officer, director of treasury or treasurer of the Guarantor, in the case of financial statements the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Guarantorrelevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements; (ii) a senior duly authorised officer, 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) Where there is a change in the Accounting Principles, accounting practices or financial reference periods to those applied: (i) in the case of the General PartnerParent, 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 EBIT, EBITA or EBITDA, which results in EBIT, EBITA or EBITDA being increased or decreased by not less than $500,000 as a result of such change; (B) the determination of 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 (iiiD) 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 senior duly authorised officerresult of such change, in the case relation to any set of financial statements of such Limited Partner statements, the Parent shall notify the Agent that is there has been a member 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 Grouprelevant Obligor), shall deliver, to the Agent sufficient information, in form and substance as may be reasonably required by the case may beAgent, as fairly representing its 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) has been complied with (in each case, assuming that no such change of Accounting Principles, the accounting practices or the financial condition as at reference period had occurred) and to make an accurate comparison between the date as at which financial position indicated in those financial statements were drawn up and the audited consolidated financial statements for the Financial Year ended 31 December 2015 (in the case of unaudited financial statements, subject to normal year end adjustments). (cthe Parent) The Guarantor must notify the Facility Agent of any material change to the basis on which the audited or unaudited that Obligor’s financial statements delivered by it pursuant to paragraph for the Financial Year ended 31 December 2015 (a) or (b) above are prepared from those applied in the preparation case of the relevant Base Financial Statements (including, without limitation, any change in US GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAPObligor). (d) If at any time a Default is continuing the Guarantor notifies Agent wishes to discuss the Facility 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 a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Company): (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each member of the terms of this Guarantee AgreementGroup with the Agent on request from the Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions Agent for the Finance Parties any information which the Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (a) Each The Borrowers shall procure that each set of financial statements Annual Financial Statements includes an income statement, a balance sheet and statements delivered by the Guarantor pursuant to paragraph (a) a cashflow statement and each set of Clause 11.1 (Quarterly Financial Statements) Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 clause 19.1 (Financial Statementsstatements) shall be certified byshall: (i) be prepared in accordance with GAAP or, if elected by the chief financial officerGroup, director of treasury or treasurer of the Guarantor, in the case of financial statements of the GuarantorIFRS; (ii) give a senior duly authorised officer, true and fair view of (in the case of Annual Financial Statements for any financial statements year), or fairly represent (in other cases), the financial condition and operations of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition Group or as at the date as at which those financial statements were drawn up up; and (iii) in the case of unaudited annual audited consolidated financial statements, not be the subject to normal year end adjustments)of any qualification in the Auditors’ opinion. (c) The Guarantor must notify the Facility Agent Borrowers shall procure that each set of any material change to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph clause 19.1 (aFinancial statements) shall be prepared using GAAP or (b) above are prepared from IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements (includingStatements, without limitationunless, in relation to any set of financial statements, the Borrowers notify the Agent that there has been a change in US GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partneror, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If IFRS or the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor accounting practices and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view Auditors deliver to agreeingthe Agent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this Guarantee AgreementGAAP or, as the case may be, IFRS or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Agent, to this Guarantee Agreement enable the Lenders to determine whether clause 20 (including appropriate changes Financial covenants) has been complied with and to make an accurate comparison between the financial covenants set out position indicated in Clause 12.2 (Adjusted Tangible Net Worth) those financial statements and Clause 12.3 (EBITDA)) and applicable definitions the Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsOriginal Financial Statements were prepared.

Requirements as to financial statements. (a) Each The Company shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition the Guarantor pursuant to paragraph (a) Company shall procure that each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 21.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, by a managing director of treasury or treasurer the relevant company as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; Annual Financial Statements for any Financial Year), or fairly representing (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officerQuarterly Financial Statements), in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; and (cii) The Guarantor must notify shall be prepared using the Facility Agent Accounting Principles, accounting practices and financial reference periods consistent with those applied: (A) in the case of the Company, in the preparation of its Original Financial Statements and the Business Plan; and (B) in the case of 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 other Obligor, in the preparation of the relevant Base Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and its Auditors (includingor, without limitationif appropriate, the Auditors of the Obligor) deliver to the Agent: (C) a description of any change in US GAAP but excluding any change resulting only from necessary for those financial statements to reflect the exercise by Accounting Principles or accounting practices upon which the Guarantor or Company’s Original Financial Statements and the General PartnerBusiness Plan or, as the case may be, that Obligor’s Original Financial Statements were prepared; and (D) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in the Company’s Original Financial Statements and the Business Plan (in the case of the Company) or that Obligor’s Original Financial Statements (in the case of an Obligor). Any reference in this Agreement to any financial statements shall be construed as a right reference to choose an alternative treatment under US GAAP)those financial statements as adjusted to reflect the basis upon which the Business Plan or, as the case may be, the Original Financial Statements were prepared. (dc) If the Guarantor notifies Agent wishes to discuss the Facility 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 a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Company): (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each member of the terms of this Guarantee AgreementGroup with the Agent on request from the Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions Agent for the Finance Parties any information which the Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 18.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 (Financial Statementsstatements) shall be certified by: by (i) one (1) of the chief financial officer, director of treasury officer or treasurer of the Guarantor, in the case of financial statements of the Guarantor; chief executive officer plus (ii) a senior duly director or the company secretary or an authorised officer, in the case of financial statements representative of the General Partner; relevant company, as giving a true and fair view of its (or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were drawn up (in the case of unaudited financial statements, subject to normal year end adjustments)up. (cb) The Borrower and the Guarantor must notify the Facility Agent shall procure that each set of any material change to the basis on which the audited or unaudited financial statements of the Borrower and the Guarantor (as the case may be) delivered by it pursuant to paragraph Clause 18.1 (aFinancial statements) or (b) above are is prepared from using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements (including, without limitation, any change in US GAAP but excluding any change resulting only from for the exercise by Borrower and the Guarantor or the General PartnerGuarantor, as the case may be, unless, in relation to any set of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor financial statements, it notifies the Facility Administrative Agent of that there has been a change in accordance with paragraph GAAP, the accounting practices or reference periods and its auditors (c) aboveor, then if appropriate, the Guarantor auditors of the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30Guarantor, as the case may be) days with a view deliver to agreeingthe Administrative Agent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the terms of this Guarantee AgreementBorrower’s and the Guarantor’s Original Financial Statements were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Administrative Agent, to this Guarantee Agreement enable the Lender to determine whether Clause 19 (including appropriate changes to Financial Covenants) has been complied with and make an accurate comparison between the financial covenants set out position indicated in Clause 12.2 (Adjusted Tangible Net Worth) those financial statements and Clause 12.3 (EBITDA)) Original Financial Statements for the Borrower and applicable definitions 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 may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsOriginal Financial Statements were prepared.

Requirements as to financial statements. (a) Each The Company shall procure that: (i) each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditorsauditors 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 Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 (Financial Statements) shall be certified byclause 24.1: (i) the chief financial officer, director of treasury or treasurer of the Guarantor, in the case of financial statements the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the Guarantorrelevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements; (ii) a senior duly authorised officer, 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 of relate to: (A) the General Partnerprojected performance for that period set out in the Budget; orand (B) the actual performance for the corresponding period in the preceding Financial Year; and (iii) shall be prepared in accordance with Accounting Principles. (iv) If after the date of this Agreement a senior duly authorised officer, change in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition 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 financial statements were drawn up accountants (in acting as experts and not as arbitrators) consider appropriate to grant to the case Lenders protection comparable to that granted on the date of unaudited financial statementsthis Agreement, subject which amendments shall take effect when so determined and notified to normal year end adjustments)the Company. Any amendments determined by such accountants shall be binding on all the Parties. (c) The Guarantor must 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 Facility Agent of any material change to Company, stating the basis on questions or issues which the audited or unaudited financial statements delivered by it pursuant Agent wishes to paragraph discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (a) or (b) above are prepared from those applied in at the preparation expense of the relevant Base Financial Statements (including, without limitation, any change in US GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Company): (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each member of the terms of this Guarantee AgreementGroup with the Agent on request from the Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions Agent for the Finance Parties any information which the Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Parent pursuant to paragraphs (a) and (b) of Clause 11.1 21.1 (Financial Statementsstatements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, relevant company as fairly representing its financial condition as at the date as at which those financial statements were drawn up up. (b) All financial statements of the Parent delivered or to be delivered to the Agent under this Agreement shall be prepared in accordance with the Approved Accounting Principles and shall include (in the case of unaudited financial statements, subject to normal year end adjustments). (c) The Guarantor must notify the Facility Agent of any material change to the basis on which the audited or unaudited consolidated 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 exercise by the Guarantor or the General Partner, Parent) a consolidated cashflow statement. If as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent result of a change in accordance with paragraph accounting principles such financial statements are required to be prepared on a different basis (cand that difference is or could reasonably be expected to be relevant to the calculation of the financial ratios under this Agreement or otherwise material to the interests of the Finance Parties under this Agreement): (i) abovethe Obligors’ Agent shall, then as soon as reasonably practicable after becoming aware of that change, so advise the Guarantor Agent; (ii) on request of the Agent, the Obligors’ Agent and the Facility Agent (on behalf of the Lenders) shall enter into negotiations negotiate in good faith for a period of not more than thirty (30) days with a view to agreeing: agreeing such amendments to Clause 22 (iFinancial covenants) whether or not and/or the change might result in any material alteration in the commercial effect definitions of any or all of the terms used therein as are necessary to give the Lenders comparable protection to that contemplated at the Restatement Date; (iii) if amendments satisfactory to the Lenders are agreed by the Obligors’ Agent and the Agent in writing within 30 days of this Guarantee Agreementsuch notification to the Agent, those amendments shall take effect in accordance with the terms of that agreement; and (iiiv) if sosuch amendments are not so agreed within 30 days, any amendments to this Guarantee Agreement within 15 days after the end of that 30 day period, the Obligors’ Agent shall either: (including appropriate changes A) deliver to the Agent, in reasonable detail and in a form reasonably satisfactory to the Agent, details of all such adjustments as need to be made to the relevant financial covenants set out statements in Clause 12.2 order to bring them into line with Approved Accounting Principles (Adjusted Tangible Net Worthany reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as so adjusted); or (B) and Clause 12.3 (EBITDA)) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments relevant financial statements are agreed they shall take effect and be binding on each of the parties hereto prepared in accordance with their termsApproved Accounting Principles.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Company pursuant to paragraphs Clause 19.1 (aAnnual financial statements), Clause 19.2 (Quarterly financial statements) and or Clause 19.3 (b) of Clause 11.1 (Financial StatementsMonthly financial statements) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer of the Guarantor, in the case of financial statements of the Guarantor; relevant company as fairly representing its (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were drawn up up. (in the case b) The Company shall procure that each set of unaudited financial statements of an Obligor delivered pursuant to Clause 19.1 (Annual financial statements), subject to normal year end adjustments)Clause 19.2 (Quarterly financial statements) or Clause 19.3 (Monthly financial statements) is prepared deconsolidating Permitted Non-Recourse Subsidiaries. (c) The Guarantor must notify Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 19.1 (Annual financial statements), Clause 19.2 (Quarterly financial statements) or Clause 19.3 (Monthly financial statements) is prepared using GAAP, accounting practices and financial reference periods in each case consistent with the Applicable Accounting Principles unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods or its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Facility Agent: (i) a description of any material change to necessary for the basis on which the audited or unaudited relevant financial statements delivered by it pursuant to paragraph reflect the Applicable Accounting Principles; and (aii) or (b) above are prepared from those applied sufficient information, 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 exercise form and substance as may be reasonably required by the Guarantor or Facility Agent, to enable the General PartnerLenders to determine whether Clause 20 (Financial covenants) has been complied with, to calculate the Excess Cash Flow, to determine any other relevant matter and/or to make an accurate comparison between the financial position indicated in those financial statements and that Obligor's Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the case may be, of a right to choose an alternative treatment under US GAAP)Applicable Accounting Principles. (d) If the Guarantor Company notifies the Facility Agent of a change in accordance with paragraph (cb) above, then of this Clause 19.6 the Guarantor Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, agreeing any amendments to this Guarantee Agreement (including appropriate changes to which are necessary as a result of the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may change. To the extent practicable these amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the parties hereto Parties in accordance with their terms.

Requirements as to financial statements. (a) Each The relevant Consolidated Accounts Company shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition the Guarantor pursuant to paragraph (a) relevant Consolidated Accounts Company shall procure that each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 22.1 (Financial Statements): (i) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer the relevant company as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; Annual Financial Statements for any Financial Year), or fairly representing (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officerQuarterly Financial Statements), in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as fairly representing its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall (to normal year end adjustments). the extent required under paragraph (c) The Guarantor must notify the Facility Agent of Clause 22.2 (Provision and Contents of Compliance Certificate)), on customary terms at such time be accompanied by any material change letter addressed to the basis on which management of the audited or unaudited relevant company by the Auditors and accompanying those Annual Financial Statements; (ii) in the case of consolidated financial statements delivered by it pursuant to paragraph (a) or (b) above are of the Consolidated Accounts Companies, shall be prepared from using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements (includingunless, without limitationin relation to any set of financial statements, any change in US GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partner, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor relevant Consolidated Accounts Company notifies the Facility Agent of that there has been a change in accordance with paragraph the Accounting Principles or the accounting practices, in which case (ci) above, then the Guarantor relevant Consolidated Accounts Company shall supply to the Agent a full description of the change signed by a Senior Management person and (ii) the relevant Consolidated Accounts Company and the Facility Agent shall enter into negotiations promptly negotiate in good faith for a period of not more less than thirty (30) 30 days with a view to agreeing: agreeing (iw) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Guarantee Agreement; and (ii) if so, any amendments to any other relevant term of the Finance Documents which would provide the Lenders with equivalent protection to that given at the First Amendment and Restatement Agreement Execution Date and (x) any other amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions which may be are necessary to ensure that the change adoption by the Holdco Group (excluding the Obligor Administration Companies) of such different accounting basis does not result in any material alteration in the commercial effect of those termsthe obligations of any Obligor under the Finance Documents, and provided that in the absence of any such agreement the Holdco Group’s Auditors (or, if any amendments are agreed they shall take effect and be binding on each appropriate, the Auditors of the parties hereto relevant Obligor) shall promptly deliver to the Agent: (A) a description of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices upon which the Original Financial Statements were prepared; and (B) sufficient information, in accordance form and substance as may be reasonably required by the Agent, to enable the Lenders to determine compliance with their termsClause 24.12 (Guarantors) for the Relevant Period (including, but not limited to, a reconciliation statement) and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) If the Agent (acting on the instructions of the Majority Lenders) has reasonable grounds to believe that any financial information supplied to it under this Clause 22 (Information Undertakings) is incorrect or incomplete in any material respect or there has been a change to the Accounting Principles and it wishes to discuss the financial position of any member of the Holdco Group or (as appropriate) the change to the Accounting Principles 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 (at the expense of the Company): (i) must ensure that the Auditors are authorised: (A) to discuss the financial position of each member of the Holdco Group with the Agent on request from the Agent; and (B) to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request; and (ii) shall supply to the Agent a report issued by its Auditors confirming that the aggregate gross assets of the Guarantors (in each case calculated on an unconsolidated basis and excluding intra- Group items and investments in Subsidiaries of any member of the Group) is not less than 80 per cent. consolidated gross assets of the Group. (d) Notwithstanding any other term of this Agreement, no breach of the Finance Documents, misrepresentation, Default or Event of Default shall occur, or be deemed to occur, as a result of any restriction on the identity of the Auditors of the Company or any other person contained in this Agreement being prohibited, unlawful, ineffective, invalid or unenforceable pursuant to the Audit Laws.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Guarantor pursuant to paragraph (a) of Clause 11.1 (Financial Statements) shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor Borrower pursuant to paragraphs (a) and (b) of Clause 11.1 20.1 (Financial Statementsstatements) shall be certified by: (i) the chief financial officer, director of treasury or treasurer by an Authorised Signatory of the Guarantor, in the case of financial statements of the Guarantor; (ii) a senior duly authorised officer, in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, relevant company 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)up. (cb) The Guarantor must notify the Facility Agent Borrower shall procure that each set of any material change to the basis on which the audited or unaudited financial statements of an Obligor delivered by it pursuant to paragraph Clause 20.1 (aFinancial statements) or (b) above are is prepared from using Applicable GAAP and accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Base Original Financial Statements (includingfor that Obligor unless, without limitationin relation to any set of financial statements, any it notifies the Agent that there has been a change in US Applicable GAAP but excluding any change resulting only from the exercise by the Guarantor or the General Partneraccounting practices or reference periods and, as the case may be, of a right to choose an alternative treatment under US GAAP). (d) If the Guarantor notifies the Facility Agent of a change unless amendments are agreed in accordance with paragraph (c) aboveof this Clause 20.3 its auditors (or, then if appropriate, the Guarantor and auditors of the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30Obligor) days with a view deliver to agreeingthe Agent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this Guarantee AgreementApplicable GAAP, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and (ii) if sosufficient information, any in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 21.13 (Financial condition covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (c) If the Borrower adopts IFRS or, subject to paragraph (b) above, there are changes to the Applicable GAAP, or the accounting practices or reference periods, the Borrower and the Agent shall, at the Borrower’s request, negotiate in good faith with a view to agreeing such amendments to this Guarantee Agreement (including appropriate changes to the financial covenants set out in Clause 12.2 21.13 (Adjusted Tangible Net WorthFinancial condition covenants) and Clause 12.3 (EBITDA)) and applicable the ratios used to calculate the Margin and, in each case, the definitions which used therein as may be necessary to ensure that the criteria for evaluating the Group’s financial condition grant to the Lenders protection equivalent to that which would have been enjoyed by them had the Borrower not adopted IFRS or there had not been a change does not result in any material alteration in the commercial effect of those termsApplicable GAAP, and if any or the accounting practices or reference periods (subject to compliance with paragraph (b) above). Any amendments are agreed they shall will take effect on the date agreed between the Agent and be binding on each the Borrower subject to the consent of the parties hereto Majority Lenders. If no such agreement is reached within 90 days of the Borrower’s request, the Borrower will remain subject to the obligation to deliver the information specified in accordance with their termsparagraph (b) of this Clause 20.3.

Requirements as to financial statements. (a) Each The Company shall procure that each set of financial statements Annual Financial Statements and statements delivered by Quarterly Financial Statements includes a balance sheet, profit and loss account and cash flow statement. In addition the Guarantor pursuant to paragraph (a) Company shall procure that each set of Clause 11.1 (Annual Financial Statements) Statements shall be audited and accompanied by an audit report without material qualification by the Auditors. (b) Each set of financial statements delivered by the Guarantor pursuant to paragraphs (a) and (b) of Clause 11.1 21.1 (Financial Statementsstatements): (i) shall be certified by: (i) the chief financial officer, by a director of treasury or treasurer the relevant company as giving a true and fair view of the Guarantor, (in the case of financial statements of the Guarantor; (ii) a senior duly authorised officeraudited Annual Financial Statements for any Financial Year), in the case of financial statements of the General Partner; or (iii) a senior duly authorised officer, in the case of financial statements of such Limited Partner that is a member of the Group, as the case may be, as or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up (and, in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; (cii) The Guarantor must notify in the Facility Agent case of any material change consolidated financial statements of the Group, shall be accompanied by a statement by the directors of Startek comparing actual performance for the period to the basis on which the audited or unaudited financial statements delivered by it pursuant to paragraph relate to: (aA) or the projected performance for that period set out in the Budget; and (bB) above are the actual performance for the corresponding period in the preceding Financial Year of the Group; and (iii) shall be prepared from using the Accounting Principles, accounting practices and financial reference periods consistent with those applied applied: (A) in the case of the Company, in the preparation of the relevant Base Case Model; and (B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor, unless, in relation to any set of financial statements, the Company notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and its Auditors (includingor, without limitationif appropriate, the Auditors of the Obligor) deliver to the Agent: I. a description of any change in US GAAP but excluding any change resulting only from necessary for those financial statements to reflect the exercise by Accounting Principles or accounting practices upon which the Guarantor or the General PartnerBase Case Model or, as the case may be, that Obligor's Original Financial Statements were prepared; and II. sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with, to determine the Margin as set out in the definition of Margin, to determine the amount of any prepayments to be made from excess cash flow under Clause 8.2 (Disposal, Insurance Proceeds and Excess Cashflow) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Company) or that Obligor's Original Financial Statements (in the case of an Obligor). Any reference in this Agreement to any financial statements shall be construed as a right reference to choose an alternative treatment under US GAAP)those financial statements as adjusted to reflect the basis upon which the Base Case Model or, as the case may be, the Original Financial Statements were prepared. (dc) If the Guarantor notifies Agent wishes to discuss the Facility financial position of any member of the Group with the Auditors on or after the occurrence of an Event of Default, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at the expense of a change in accordance with paragraph (c) above, then the Guarantor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing:Company): (i) whether or not to discuss the change might result in any material alteration in the commercial effect financial position of any each member of the terms of this Guarantee AgreementGroup with the Agent on request from the Agent; and (ii) if so, any amendments to this Guarantee Agreement (including appropriate changes disclose to the financial covenants set out in Clause 12.2 (Adjusted Tangible Net Worth) and Clause 12.3 (EBITDA)) and applicable definitions Agent for the Finance Parties any information which the Agent may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the parties hereto in accordance with their termsreasonably request.