Common use of Requirements as to financial statements Clause in Contracts

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

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

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

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Borrowers pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be certified by two directors an Authorised Signatory of the relevant Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (ci) The Italian Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be is prepared using GAAP, and in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 respect only of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited Consolidated Financial Statements and Consolidated Quarterly Financial Statements using accounting practices and financial statements are prepared from reference periods consistent with those applied in the preparation of its Base Original Financial Statements unless, in relation to any set of Consolidated Financial Statements or Consolidated Quarterly Financial Statements (includingas the case may be), without limitationit notifies the Agent that there has been a change in GAAP, or the accounting practices or reference periods and its auditors deliver to the Agent: (1) a description of any change necessary for those Consolidated Financial Statements or Consolidated Quarterly Financial Statements (as the case may be) to reflect the GAAP, accounting practices and reference periods upon which its Original Financial Statements were prepared; and (2) sufficient information, in German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower of a right Agent, to choose enable the Lenders to determine whether Clause 21 (Financial covenants) has been complied with and make an alternative treatment under German GAAP)accurate comparison between the consolidated financial position indicated in those financial statements and its Original Financial Statements. (fii) If the Italian Borrower notifies the Facility Agent of a change in accordance with paragraph (ei) above, above then the Italian 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: (i1) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii2) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. 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. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the a Borrower pursuant to paragraph (a) (i) of Clause 18.1 24.2 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statementsstatements) shall be certified by two directors an officer of the Borrower or, relevant company as the case may be, by the General Partner as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up. (b) The Borrowers shall procure that each set of financial statements delivered pursuant to Clause 24.2 (Financial statements) is prepared (in the case of unaudited financial statements, subject to normal year end adjustments)using GAAP. (c) The Borrower will ensure Borrowers shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements an Obligor delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 24.2 (Financial Statementsstatements) shall be is prepared in accordance using GAAP, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (includingfor that Obligor unless, without limitationin relation to any set of financial statements, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower it notifies the Facility Agent of that there has been a change in accordance with paragraph GAAP, the accounting practices or 101 ‌ EUROPE/73091764v9 ​ reference periods and its auditors (eor, if appropriate, the auditors of the Obligor) above, then the Borrower and deliver to the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingAgent: (i) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this AgreementGAAP, accounting practices and reference periods upon which that Obligor's Original Financial Statements were prepared; and (ii) if sosufficient information, any amendments in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 25 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that ▇▇▇▇▇▇▇'s Original Financial Statements. Any reference in this Agreement (including appropriate changes to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their termsOriginal Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) The Company shall procure that: (i) each set of Clause 18.1 (Annual Financial Statements) Statements shall be audited and certified without material qualification by the Auditorsauditors and shall include the audited profit and loss accounts, balance sheets and cashflow statements of each Obligor (prepared in the case of the Company on a consolidated basis); and (ii) each set of Monthly Financial Statements shall be in the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent). (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs clause 24.1: (ai) and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statementsthe Annual Financial Statements, subject shall be accompanied by any letter addressed to normal year end adjustments).the management of the relevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements; (cii) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited 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, subject to normal year end adjustments).statements relate to: (dA) Each the projected performance for that period set of financial statements delivered by out in the Borrower pursuant to paragraphs Budget; and (aB) and the actual performance for the corresponding period in the preceding Financial Year; and (b) of Clause 18.1 (Financial Statementsiii) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch)Accounting Principles. (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (fc) If after the Borrower notifies the Facility Agent date of this Agreement a change in accordance 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 paragraph clause 26.33 (eGuarantors) aboveand/or clause 30.4(a) (Additional Guarantors); and/or (C) the Margin, then the Borrower Company and the Facility Agent shall enter into negotiations shall, at the Agent’s request, negotiate in good faith for a period of not more than thirty (30) days with a view to agreeing:agreeing such amendments as may be necessary to grant to the Lenders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the Agent’s request, the Agent and the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity of the independent accountant such independent accountant as the chair of the law society directs) to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lenders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all the Parties. (d) If at any time a Default is continuing the Agent wishes to discuss the financial position of any member of the Group with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of the Company): (i) 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 AgreementGroup with the Agent on request from the Agent; and (ii) if so, any amendments to this Agreement (including appropriate changes disclose to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) 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 in accordance with their termsreasonably request. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

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

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

Requirements as to financial statements. (a) Each The Obligors shall procure that each set of financial statements Annual Financial Statements and statements Quarterly Financial Statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 clause 20.3 (Financial Statementsstatements) includes a profit and loss account, a balance sheet and a cashflow statement and that, in addition, each set of Annual Financial Statements shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 20.3 (Financial Statementsstatements) shall shall: (i) be prepared in accordance with the Accounting Principles; (ii) give a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly present (in other cases), and must be certified by two directors an officer of the Borrower or, as the case may be, by the General Partner relevant Obligor as fairly representing presenting, its financial condition and operations, as at the date as at which those financial statements were prepared drawn up; and (iii) in the case of unaudited financial statementsAnnual Financial Statements, not be the subject to normal year end adjustments)of any material qualification in the Auditors' opinion. (c) The Borrower will ensure Obligors shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 20.3 (Financial Statementsstatements) shall be prepared in accordance using the Accounting Principles, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (includingunless, without limitationin relation to any set of financial statements, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of that there has been a change in accordance with paragraph (e) above, then the Borrower Accounting Principles or the 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 AgreementAccounting Principles 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 Agreement enable the Lenders to determine whether clause 21 (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 19.2 (Loan to Fixed Asset Value) those financial statements and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their termsOriginal Financial Statements. (gd) The Borrower Any reference in this Agreement to any financial statements shall provide be construed as a reference to those financial statements as adjusted to reflect the Facility Agent with details of any material changes in basis upon which the projections delivered under paragraph (c) of Clause 18.1 (Original Financial Statements) as soon as reasonably practicable after it decides to make or makes any such changeStatements were prepared.

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

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

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) 26.3.1 The Company shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (c) The Borrower will ensure procure that each set of financial statements supplied under this Agreement gives delivered pursuant to Clause 26.1 (if auditedFinancial statements) 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 is prepared (in the case of unaudited financial statements, subject to normal year end adjustments)using U.S. GAAP. (d) Each 26.3.2 The Company shall procure that each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 26.1 (Financial Statementsstatements) shall be is prepared in accordance using U.S. GAAP, and accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in U.S. GAAP, or the accounting practices or reference periods and its auditors deliver to the Facility Agent: (including, without limitation, i) a description of any change necessary for those financial statements to reflect the U.S. GAAP, accounting practices and reference periods upon which those Original Financial Statements were prepared; and (ii) sufficient information, in German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower of Facility Agent, to enable the Lenders to determine whether Clause 27 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and those Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a right reference to choose an alternative treatment under German GAAP)those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (f) 26.3.3 If the Borrower Company notifies the Facility Agent of a change in accordance with paragraph (e) above, sub- clause 26.3.2 above then the Borrower Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

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

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Company pursuant to paragraphs paragraph (aa)(i) and or (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be certified by two directors the Group Treasurer or any other more senior financial officer of the Borrower Company as fairly representing its (or, as the case may be, by the General Partner as fairly representing its consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure Company shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements an Obligor delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be is prepared in accordance using Applicable Accounting Principles, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (includingfor that Obligor unless, without limitationin relation to any set of financial statements, any it notifies the Agent that there has been a change in German GAAP but excluding any change resulting only from Applicable Accounting Principles, the exercise accounting practices or reference periods and the Company delivers to the Agent sufficient information, in form and substance as may be reasonably required by the Borrower of a right Agent, to choose an alternative treatment under German GAAP)enable the Lenders to determine whether Clause 21 (Financial covenants) has been complied with. (fc) If the Borrower Company notifies the Facility Agent of a change in accordance with paragraph (eb) above, then of Clause 20.3 (Requirements as to financial statements) the Borrower 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 Agreement; and (ii) if so, agreeing any amendments to this Agreement (including appropriate changes to which are necessary as a result of the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may change. To the extent practicable these amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (cA) The Borrower will ensure Parent Company shall procure that each set of financial statements supplied under this Agreement gives delivered pursuant to Clause 22.1 (if auditedFinancial statements) 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 is prepared (in the case of unaudited financial statements, subject to normal year end adjustments)using US GAAP. (dB) Each Following the completion of any Newco Scheme, Top Newco shall supply to the Agent, together with its audited consolidated financial statements for the financial year in which the relevant Newco Scheme has completed and required to be delivered pursuant to paragraph (A) of Clause 22.1 (Financial statements), a reconciliation between those consolidated financial statements and the consolidated financial statements of the Company or, as applicable, the previously interposed Top Newco relevant to the financial year in which the Newco Scheme has completed. (C) The Parent Company shall procure that each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 22.1 (Financial Statementsstatements) shall be is prepared in accordance using US GAAP and accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements unless, in relation to any set of financial statements: (includingi) there has been a change in US GAAP or accounting practices which is relevant to the preparation of that set of financial statements but which does not have any impact upon calculations for the purposes of establishing compliance with Clause 23.2 (Financial condition), without limitationand such change has been disclosed in a Form 10K or 10Q statement filed by (or on behalf of) the Parent Company with the SEC; or (ii) there has been a change in: (a) US GAAP or accounting practices which has an impact upon calculations for the purposes of establishing compliance with Clause 23.2 (Financial condition); or (b) financial reference periods; and the Parent Company notifies the Agent that there has been such change and delivers to the Agent, if and to the extent reasonably necessary for the purposes of establishing compliance with Clause 23.2 (Financial condition) taking into account any disclosure which has been made in any relevant Form 10K or 10Q filed by (or on behalf of) the Parent with the SEC: (1) a description of any change necessary for those financial statements to reflect the US GAAP, accounting practices and reference periods upon which those Original Financial Statements were prepared; and (2) sufficient information, in German GAAP but excluding any change resulting only from the exercise form and substance as may reasonably be required by the Borrower of Agent, to enable the Lenders to determine whether Clause 23 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and those Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a right reference to choose an alternative treatment under German GAAP)those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (fD) If the Borrower Parent Company notifies the Facility Agent of a change in accordance with paragraph (eC)(ii)(a) above, then the Borrower Parent Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

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

Requirements as to financial statements. (a) 19.5.1. Each set of financial statements and statements Financial Statements delivered by the Original Borrower pursuant to paragraph (a) (i) of Clause 18.1 19.3 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those financial statements Financial Statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (c) 19.5.2. The Original Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements Financial Statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.3 (Financial Statementsstatements) shall be is prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch)Accounting Principles. 19.5.3. The Original Borrower shall procure that each set of Financial Statements of an Obligor delivered pursuant to Clause 19.3 (eFinancial statements) The Borrower must notify is prepared using the Facility Agent of any material change to the basis on which its audited or unaudited Accounting Principles, accounting practices and financial statements are prepared from reference periods consistent with those applied in the preparation of its Base the Financial Statements originally provided to the Facility Agent in respect of that Obligor (includingthe Obligor Original Financial Statements) unless, without limitationin relation to any set of Financial Statements, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower it notifies the Facility Agent of that there has been a change in accordance with paragraph the Accounting Principles, the accounting practices or reference periods and its Auditors (eor, if appropriate, the Auditors of the Obligor) above, then the Borrower and deliver to the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingAgent: (i) whether or not the change might result in any material alteration in the commercial effect 19.5.3.1. a description of any of change necessary for those Financial Statements to reflect the terms of this AgreementAccounting Principles, accounting practices and reference periods upon which the Obligor Original Financial Statements were prepared; and 19.5.3.2. sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 20.1 (iiFinancial condition) if so, any amendments to has been complied with and make an accurate comparison between the financial position indicated in those Financial Statements and the Obligor Original Financial Statements. Any reference in this Agreement (including appropriate changes to those Financial Statements shall be construed as a reference to those Financial Statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their termsObligor Original Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) 20.3.1 Each set of financial statements and statements Financial Statements delivered by the Original Borrower pursuant to paragraph (a) (i) of Clause 18.1 20.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those financial statements Financial Statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. 20.3.2 The Original Borrower shall supply to the Facility Agent, with each set of Quarterly Financial Statements delivered by the Original Borrower pursuant to Clause 20.1 (c) Financial statements), a certificate setting out a disclosure of the year-to-date capital expenditure of the Group and distinguish in that disclosure between expansion capital expenditure, maintenance capital expenditure and reserve development expenditure. 20.3.3 The Original Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements Financial Statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be is prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch)Accounting Principles. 20.3.4 The Original Borrower shall procure that each set of Financial Statements of an Obligor delivered pursuant to Clause 20.1 (eFinancial statements) The Borrower must notify is prepared using the Facility Agent of any material change to the basis on which its audited or unaudited Accounting Principles, accounting practices and financial statements are prepared from reference periods consistent with those applied in the preparation of its Base the Original Financial Statements (includingfor that Obligor unless, without limitationin relation to any set of Financial Statements, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower it notifies the Facility Agent of that there has been a change in accordance with paragraph the Accounting Principles, the accounting practices or reference periods and its Auditors (eor, if appropriate, the Auditors of the Obligor) above, then the Borrower and deliver to the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingAgent: (i) whether or not the change might result in any material alteration in the commercial effect 20.3.4.1 a description of any of change necessary for those Financial Statements to reflect the terms of this AgreementAccounting Principles, accounting practices and reference periods upon which the Original Financial Statements were prepared; and 20.3.4.2 sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 21.1 (iiFinancial condition) if so, any amendments to has been complied with and make an accurate comparison between the financial position indicated in those Financial Statements and the Original Financial Statements. Any reference in this Agreement (including appropriate changes to those Financial Statements shall be construed as a reference to those Financial Statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their termsOriginal Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

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

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Company pursuant to paragraphs Clause 21.1 (aAnnual financial statements) and or Clause 21.2 (b) of Clause 18.1 (Financial StatementsHalf-yearly financial statements) shall be certified by two directors an officer of the Borrower relevant company as fairly representing its (or, as the case may be, by the General Partner as fairly representing its consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were drawn up. (b) The Company shall procure that each set of financial statements of the Parent delivered pursuant to Clause 21.1 (Annual financial statements) or Clause 21.2 (Half-yearly financial statements) is prepared (using GAAP, accounting practices and financial reference periods in each case consistent with the case Applicable Accounting Principles unless, in relation to any set of unaudited financial statements, subject it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and the auditors of the Parent deliver to normal year end adjustments)the Facility Agent: (i) a description of any change necessary for the relevant financial statements to reflect the Applicable Accounting Principles; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 22 (Financial covenants) has been complied with, to determine any other relevant matter and/or to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the Applicable Accounting Principles. (c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (e) above, then the Borrower Parent and the Facility Agent shall must, each upon the request of the other, enter into negotiations in good faith discussions for a period of not more than thirty (30) 90 days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, agreeing any amendments required to be made to this Agreement (including appropriate changes to place the financial covenants set out Lenders in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the same position as they would have been in if the change does notified under paragraph (b) above had not result in any material alteration in happened. Any agreement between the commercial effect Parent and the Facility Agent, with the prior consent of those termsthe Majority Lenders, and if any amendments are agreed they shall take effect and will be binding on each of all the Parties in accordance with their termsParties. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

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

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statementsstatements) shall be certified by two directors (i) one (1) of the Borrower chief financial officer or chief executive officer plus (ii) a director or the company secretary or an authorised representative of the relevant company, as giving a true and fair view of its (or, as the case may be, by the General Partner as fairly representing its consolidated) financial condition and operations as at the date as at end of and for the period in relation to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure and the Guarantor shall procure that each set of financial statements supplied under this Agreement gives of the Borrower and the Guarantor (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). (dmay be) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statementsstatements) shall be is prepared in accordance using GAAP, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (e) above, then for the Borrower and the Facility Guarantor, as the case may be, unless, in relation to any set of financial statements, it notifies the Administrative Agent shall enter into negotiations that there has been a change in good faith for a period GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of not more than thirty (30the Borrower and the Guarantor, 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 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 enable the Lender to determine whether Clause 19 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and Original Financial Statements for the Borrower and the Guarantor, as the case may be. Any reference in this Agreement (including appropriate changes to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their termsOriginal Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements 13.3.1 All accounts and statements delivered by the Borrower pursuant to paragraph required under Clause 13.2 (aInformation) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) above shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (state of affairs of the Group and of the profit and cash flows of the Group and in the case of unaudited financial statements, subject accounts and statements shall be prepared in a manner which is consistent with the audited consolidated accounts of the Group except to normal year end adjustments)comply with changes in accounting practice or as noted therein. (c) 13.3.2 The Borrower will ensure Company shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at of the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements Company delivered by the Borrower pursuant to paragraphs Clause 13.2 (aInformation) is prepared using the Applicable Accounting Principles and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation 2004 IFRS Reconciliation unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a material change to IFRS, the accounting practices or reference periods and its Base Financial Statements auditors deliver to the Facility Agent: (including, without limitation, a) a description of any change necessary for those financial statements to reflect the Applicable Accounting Principles and reference periods upon which the 2004 IFRS Reconciliation was based; and (b) sufficient information, in German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower of Facility Agent, to enable the Lenders to determine whether Clause 13.4 (Financial Ratios) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and that which would have been indicated had they been prepared using the Applicable Accounting Principles and reference periods consistent with those applied in the 2004 IFRS Reconciliation provided that any such comparative information shall only be required to be delivered if necessary to determine compliance with the financial ratios and the Material Subsidiary test hereunder. Any reference in this Agreement to those financial statements shall be construed as a right reference to choose an alternative treatment under German GAAP)those financial statements as adjusted to reflect the basis upon which the 2004 IFRS Reconciliation was prepared. (f) 13.3.3 If the Borrower Company notifies the Facility Agent of a change in accordance with paragraph (e) above, sub-clause 13.3.2 above then the Borrower 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: (ia) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (iib) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, . and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each 19.3.1 The Borrowers shall procure that each set of financial statements includes a profit and statements delivered by the Borrower pursuant to paragraph (a) (i) loss account, a balance sheet and a cash flow statement and that, in addition, each set of Clause 18.1 (Annual Financial Statements) Statements shall be audited and certified without material qualification by the Auditors. (b) 19.3.2 Each set of financial statements delivered by the Borrower pursuant to paragraphs clause 19.1 (Financial statements) shall: (a) and be prepared in accordance with GAAP; (b) give a true and fair view of Clause 18.1 (in the case of Annual Financial Statements) shall be certified by two directors Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Borrower orGroup, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared drawn up; and (c) 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. For the avoidance of doubt, a qualification shall not include an "emphasis of matter paragraph" which in accordance with GAAP is not considered a qualification. (c) 19.3.3 The Borrower will ensure Borrowers shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 19.1 (Financial Statementsstatements) shall be prepared in accordance using GAAP, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (includingStatements, without limitationunless, in relation to any change in German GAAP but excluding any change resulting only from set of financial statements, the exercise by Borrowers notify the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of that there has been a change in accordance with paragraph (e) above, then GAAP or the Borrower 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: (ia) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this AgreementGAAP or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and (iib) if sosufficient information, any amendments in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 (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. Any reference in this Agreement (including appropriate changes to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their termsOriginal Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

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

Requirements as to financial statements. (a) Each 19.3.1 The Borrowers shall procure that each set of financial statements includes a profit and statements delivered by the Borrower pursuant to paragraph (a) (i) loss account, a balance sheet and a cashflow statement and that, in addition, each set of Clause 18.1 (Annual Financial Statements) Statements shall be audited and certified without material qualification by the Auditors. (b) 19.3.2 Each set of financial statements delivered by the Borrower pursuant to paragraphs clause 19.1 (Financial statements) shall: (a) and be prepared in accordance with GAAP; (b) give a true and fair view of Clause 18.1 (in the case of Annual Financial Statements) shall be certified by two directors Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Borrower orGroup, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared drawn up; and (c) 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) 19.3.3 The Borrower will ensure Borrowers shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 19.1 (Financial Statementsstatements) shall be prepared in accordance using GAAP, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (includingStatements, without limitationunless, in relation to any change in German GAAP but excluding any change resulting only from set of financial statements, the exercise by Borrowers notify the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of that there has been a change in accordance with paragraph (e) above, then GAAP or the Borrower 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: (ia) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this AgreementGAAP or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and (iib) if sosufficient information, any amendments in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 (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. Any reference in this Agreement (including appropriate changes to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their termsOriginal Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

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

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

Requirements as to financial statements. (a) 19.5.1. Each set of financial statements and statements Financial Statements delivered by the Original Borrower pursuant to paragraph (a) (i) of Clause 18.1 19.3 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those financial statements Financial Statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (c) 19.5.2. The Original Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements Financial Statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 19.3 (Financial Statementsstatements) shall be is prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch)Accounting Principles. 19.5.3. The Original Borrower shall procure that each set of Financial Statements of an Obligor delivered pursuant to Clause 19.3 (eFinancial statements) The Borrower must notify is prepared using the Facility Agent of any material change to the basis on which its audited or unaudited Accounting Principles, accounting practices and financial statements are prepared from reference periods consistent with those applied in the preparation of its Base the Financial Statements originally provided to the Facility Agent in respect of that Obligor (includingthe Obligor Original Financial Statements) unless, without limitationin relation to any set of Financial Statements, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower it notifies the Facility Agent of that there has been a change in accordance the Accounting Principles, the accounting practices or reference periods and its Auditors (or, if appropriate, the Auditors of the Obligor) deliver to the Facility Agent: 19.5.3.1. a description of any change necessary for those Financial Statements to reflect the Accounting Principles, accounting practices and reference periods upon which the Obligor Original Financial Statements were prepared; and AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION 19.5.3.2. sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 20.1 (Financial condition) has been complied with paragraph (e) above, then and make an accurate comparison between the Borrower financial position indicated in those Financial Statements and the Facility Agent shall enter into negotiations Obligor Original Financial Statements. Any reference in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement (including appropriate changes to those Financial Statements shall be construed as a reference to those Financial Statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their termsObligor Original Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

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

Requirements as to financial statements. (a) Each 19.3.1 The Borrowers shall procure that each set of financial statements Annual Financial Statements includes a profit and statements delivered by the Borrower pursuant to paragraph (a) (i) loss account, a balance sheet and a cashflow statement and each set of Clause 18.1 (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 certified without material qualification by the Auditors. (b) 19.3.2 Each set of financial statements delivered by the Borrower pursuant to paragraphs clause 19.1 (Financial statements) shall: (a) and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors of the Borrower orprepared in accordance with GAAP, or as the case may be, by IFRS; (b) give a true and fair view of (in the General Partner as 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 or (as the case may be) the relevant Obligor as at the date as at which those financial statements were prepared drawn up; and (c) 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) 19.3.3 The Borrower will ensure Borrowers shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 19.1 (Financial Statementsstatements) shall be prepared in accordance using GAAP or IFRS, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (includingStatements, without limitationunless, in relation to any change in German GAAP but excluding any change resulting only from set of financial statements, the exercise by Borrowers notify the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower notifies the Facility Agent of that there has been a change in accordance with paragraph (e) aboveGAAP or, then as the Borrower case may be, IFRS or the 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: (ia) whether or not the change might result in any material alteration in the commercial effect a description of any of change necessary for those financial statements to reflect the terms of this AgreementGAAP or, as the case may be, IFRS or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and (iib) if sosufficient information, any amendments in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 (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. Any reference in this Agreement (including appropriate changes to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their termsOriginal Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each The Borrower shall procure that each set of financial statements Annual Financial Statements includes a profit and statements delivered by the Borrower pursuant to paragraph (a) (i) loss account, a balance sheet and a cashflow statement and each set of Clause 18.1 (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 certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 19.1 (Financial Statementsstatements) shall shall: (i) be certified by two directors of the Borrower orprepared in accordance with GAAP, or as the case may be, by IFRS; (ii) give a true and fair view of (in the General Partner as 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 prepared drawn 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. (ca) The Borrower will ensure shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 19.1 (Financial Statementsstatements) shall be prepared in accordance using GAAP or IFRS, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (includingStatements, without limitationunless, in relation to any change in German GAAP but excluding any change resulting only from the exercise by the Borrower set of a right to choose an alternative treatment under German GAAP). (f) If financial statements, the Borrower notifies the Facility Agent of that there has been a change in accordance with paragraph (e) aboveGAAP or, then as the Borrower case may be, IFRS or the 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 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 enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. 107 UK-#396550026-v7 Any reference in this Agreement (including appropriate changes to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions basis upon which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their termsOriginal Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.1.1 Year-end

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) The Company shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (c) The Borrower will ensure procure that each set of financial statements supplied under this Agreement gives (if audited) a true for each Obligor and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at for 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 Group delivered by the Borrower pursuant to paragraphs Clause 22.1 (aFinancial statements) is prepared using GAAP (or local GAAP as applicable) and (b) of Clause 18.1 (Financial Statements) shall be prepared that in accordance each case accounting practices and financial reference periods are materially consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements (includingfor that Obligor and the Group, without limitationas applicable, unless, in relation to any set of financial statements, it notifies the Agent that there has been a material change in German GAAP but excluding (or Local GAAP, as applicable), or the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the member of the Group) deliver to the Agent: (i) a description of any material change resulting only from necessary for those financial statements to reflect the exercise GAAP, accounting practices and reference periods upon which that Obligor's or the Group's (as applicable) Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Borrower of a right Agent, to choose enable the Lenders to determine whether Clause 23 (Financial Covenants) has been complied with and make an alternative treatment under German GAAP)accurate comparison between the financial position indicated in those financial statements and that Obligor's or the Group's Original Financial Statements, as applicable. (fb) If the Borrower Company notifies the Facility Agent of a change in accordance with paragraph (ei) above, above then the Borrower Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, terms and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (gc) The Borrower Combined Financial Statements prepared for the purposes of Clause 23 (Financial Covenants) and the covenant calculations shall provide be prepared using GAAP and in the Facility Agent with details event of there being any material changes change in GAAP or the projections delivered under accounting practices applied or reference periods used or its auditors, the provisions of paragraph (cb) of this Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change22.3 shall apply mutatis mutandis.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) Relevant Financial Statements shall: (i) include a balance sheet, profit and loss account and cashflow statement; (ii) (in the case of Clause 18.1 (Annual Financial StatementsStatements only) shall be audited and certified without material qualification by the Auditors.; (biii) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors an Authorised Signatory as giving a true and fair view of the Borrower or(if audited), as the case may be, by the General Partner as or fairly representing its (in other cases), the Group’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 prepared (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 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 using the Accounting Principles, accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its the 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 German GAAP but excluding any change resulting only from the exercise by Accounting Principles, accounting practices or financial reference periods and, following such notification, the Borrower of a right to choose an alternative treatment under German GAAP)Company complies with the procedures and requirements set out in paragraphs (b) and (c) below. (fb) If the Borrower Company notifies the Facility Agent of a change in accordance with paragraph (ea)(iv) above, then the Borrower Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (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 Agreementincluded therein); and (ii) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the 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 in accordance with their terms. (gc) The Borrower 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 provide deliver to the Facility Agent Agent, together with details the Relevant Financial Statements in relation to which that change has occurred (and each subsequent set of any material changes in the projections 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 (cb) 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 18.1 23 (Financial Statements) Covenants). Any reference in this Agreement to any Relevant Financial Statements shall be construed as soon a reference to those Relevant Financial Statements as reasonably practicable after it decides adjusted to make or makes any such changereflect the basis upon which the Base Case Model was prepared.

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

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Parent pursuant to paragraphs (a) and (b) of Clause 18.1 21.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure that each set of All financial statements supplied of the Parent delivered or to be delivered to the Agent under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements Approved Accounting Principles and shall include (in the case of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 any consolidated financial statements of the Commercial Code (Handelsgesetzbuch). (eParent) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) consolidated cashflow statement. If the Borrower notifies the Facility Agent as a result of a change in accordance with paragraph accounting principles such financial statements are required to be prepared on a different basis (e) above, then and that difference is or could reasonably be expected to be relevant to the Borrower and calculation of the Facility Agent shall enter into negotiations in good faith for a period financial ratios under this Agreement or otherwise material to the interests of not more than thirty (30) days with a view to agreeing:the Finance Parties under this Agreement): (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if soObligors’ Agent shall, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides becoming aware of that change, so advise the Agent; (ii) on request of the Agent, the Obligors’ Agent and the Agent (on behalf of the Lenders) shall negotiate in good faith with a view to make agreeing such amendments to Clause 22 (Financial covenants) and/or the definitions of any or makes all of the terms used therein as are necessary to give the Lenders comparable protection to that contemplated at the Restatement Date; (iii) if amendments satisfactory to the Lenders are agreed by the Obligors’ Agent and the Agent in writing within 30 days of such notification to the Agent, those amendments shall take effect in accordance with the terms of that agreement; and (iv) if such amendments are not so agreed within 30 days, within 15 days after the end of that 30 day period, the Obligors’ Agent shall either: (A) deliver to the Agent, in reasonable detail and in a form reasonably satisfactory to the Agent, details of all such adjustments as need to be made to the relevant financial statements in order to bring them into line with Approved Accounting Principles (any such changereference in this Agreement to those financial statements shall be construed as a reference to those financial statements as so adjusted); or (B) ensure that the relevant financial statements are prepared in accordance with Approved Accounting Principles.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors of the Borrower or, as and the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (c) The Borrower will Guarantors shall ensure that each set of financial statements supplied under this Agreement gives delivered by it, Corgi Classics Holdings or Corgi Classics (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). (dmay be) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) this Clause 15 are: 15.3.1 prepared using accounting policies, practices, procedures and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance reference period consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements unless, in relation to any such set of financial statements, the relevant Obligor or Corgi Classics (including, without limitation, any change in German GAAP but excluding any change resulting only from as the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (fcase may be) If the Borrower notifies the Facility Agent that there have been one or more changes in any such accounting policies, practices, procedures or reference period and, in respect of the financial statements provided pursuant to Clause 15.1 (Annual Statements), the auditors or, otherwise, a change in accordance with paragraph senior financial officer, of such Obligor or Corgi Classics (eas the case may be) above, then the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeingprovides: (ia) whether or not the change might result in any material alteration in the commercial effect of any a description of the terms of this Agreementchanges and the adjustments which would be required to be made to those financial statements in order to cause them to use the accounting policies, practices, procedures and reference period upon which the Original Financial Statements were prepared; and (iib) if sosufficient information, in such detail and format as may be reasonably required by the Agent, to enable the Banks to make an accurate comparison between the financial position indicated by those financial statements and the Original Financial Statements, and any amendments to 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; and 15.3.2 certified by an Authorised Signatory of such Obligor or Corgi Classics (including appropriate changes to as the case may be) as giving, save as disclosed therein, a true and fair view of its consolidated financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that condition or, if no consolidated quarterly statements are prepared, its consolidated financial position as at 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 end of the Parties in accordance with their termsperiod to which those financial statements relate and of the results of the Group's, the relevant Obligor's or Corgi Classics' (as the case may be) operations during such period. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs 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 18.1 (Quarterly Financial Statements): (i) shall be certified by two directors in the case of the Borrower Company, in the preparation of the Base Case Model; and (ii) in the case of any Obligor, in the 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 to reflect in all material respects the Accounting Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor’s Original Financial Statements (if any) were prepared; and (B) sufficient information (to the extent not addressed by the General Partner as fairly representing its 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 prepared and the Base Case Model (in the case of unaudited financial statements, subject to normal year end adjustments). (cthe Company) The Borrower will ensure or that each set of financial statements supplied under this Agreement gives Obligor’s Original Financial Statements (if auditedany) 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 adjustmentsan Obligor). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (f) If the Borrower Company notifies the Facility Agent of a change in accordance with paragraph (ea) above, then the Borrower Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in 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 in accordance with their terms. (gc) The Borrower shall provide 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 Facility Company shall: (i) (if a Reconciliation Statement is required by the Agent with details of any material changes in the projections delivered under paragraph (ca) 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 18.1 26.1 (Financial Statementsdefinitions) and any other terms of this Agreement which the Auditors (acting as soon 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 reasonably practicable after it decides no agreement or determination is reached in respect of any of the required amendments to make or makes any such changethis 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 set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) 17.3.1 Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 17.1 (Financial Statements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner Obligor as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (c) The Borrower will ensure 17.3.2 Each Obligor shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 clause 17.1 (Financial Statements) shall be is prepared in accordance with GAAP, the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning its jurisdiction of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited incorporation and accounting practises and financial statements are prepared from reference periods consistent with those applied in the preparation of the Original Financial Statements. 17.3.3 clause 17.3.2 shall not apply to the extent that, in relation to any sets of financial statements, the Obligor notifies the Facility Agent that there has been a change in GAAP or the accounting practices or reference periods and its Base Auditors (in the case of its annual audited financial statements) or the Parent (in the case of any of its other financial statements) delivers to the Facility Agent: 17.3.3.1 a description of any change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the Original Financial Statements (includingwere prepared; and 17.3.3.2 sufficient information, without limitation, any change in German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower of a right Facility Agent, to choose enable the Lenders to determine whether clause 18 (Financial Covenants) has been complied with and make an alternative treatment under German GAAP)accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. (f) 17.3.4 If the Borrower an Obligor notifies the Facility Agent of a change in accordance with paragraph (e) clause 17.3.3 above, then the Borrower an Obligor and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) 17.3.4.1 whether or not the change might result in any material alteration in the commercial effect of any of the terms of this AgreementAgreement or any other Finance Document; and (ii) 17.3.4.2 if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions or any other Finance Document which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. (g) The Borrower 17.3.5 Any reference in this Agreement to “financial statements” shall provide be construed as a reference to those financial statements as the Facility Agent with details of any material changes in same may be adjusted under this clause 17.3 to reflect the projections delivered under paragraph (c) of Clause 18.1 (basis upon which the Original Financial Statements) as soon as reasonably practicable after it decides to make or makes any such changeStatements were prepared.

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

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

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

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Company pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall include a balance sheet, income statement and cashflow statement and shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (ci) The Borrower will ensure Company shall procure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements an Obligor delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be is prepared in accordance using IFRS, and accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in IFRS, or the accounting practices or reference periods and its auditors (includingor, without limitationif appropriate, the auditors of the Obligor) deliver to the Agent: (A) a description of any change necessary for those financial statements to reflect the IFRS, accounting practices and reference periods upon which that Obligor's Original Financial Statements were prepared; and (B) sufficient information, in German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower of a right Agent, to choose enable the Lenders to determine whether Clause 21 (Financial covenants) has been complied with and make an alternative treatment under German GAAP).accurate comparison between the financial position indicated in those financial statements and that Obligor's Original Financial Statements. 93954-4-1-v3.0 -56- 70-40529536 (fii) If the Borrower Company notifies the Facility Agent of a change in accordance with paragraph (ei) above, above then the Borrower Company and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (iA) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (iiB) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. 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. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the 1.1 The Original Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments). (d) Each set of financial statements delivered by the Borrower it pursuant to paragraphs (a) and (b) of Clause 18.1 21.1 (Financial Statementsstatements) shall be is prepared in accordance using GAAP and accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Original Financial Statements (includingunless, without limitationin relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP or the accounting practices or reference periods and it delivers to the Agent a certificate signed by a director setting out: 1.1.1 a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which its Original Financial Statements were prepared; and 1.1.2 sufficient information, in German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower of a right Agent, to choose enable the Lenders to determine whether Clause 22 (Financial covenants) has been complied with and make an alternative treatment under German GAAP)accurate comparison between the financial position indicated in those financial statements and its Original Financial Statements. (f) 1.2 If the Original Borrower notifies the Facility Agent of a change in accordance with paragraph (ea) above, above then the Original 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) 1.2.1 whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) 1.2.2 if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. Any reference in this Agreement to the Original Borrower's financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Borrower's Original Financial Statements were prepared. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower Company pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be certified by two directors a director of the Borrower or, as the case may be, by the General Partner relevant company as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments)drawn up. (cb) The Borrower will ensure Company shall procure that each set of financial statements supplied under this Agreement gives delivered pursuant to Clause 20.1 (if auditedFinancial statements) 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 is prepared (in the case of unaudited financial statements, subject to normal year end adjustments)using GAAP. (di) Each The Company shall procure that each set of financial statements of an Obligor delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 20.1 (Financial Statementsstatements) shall be is prepared in accordance using GAAP and accounting practices and financial reference periods consistent with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base the 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 German GAAP but excluding any change resulting only from the exercise form and substance as may be reasonably required by the Borrower of a right Lender, to choose enable the Lender to determine whether Clause 21 (Financial covenants) has been complied with and make an alternative treatment under German GAAP)accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements. (fii) If the Borrower Company notifies the Facility Agent Lender of a change in accordance with paragraph (ei) above, above then the Borrower 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 Agreement; and (iiB) if so, any amendments to this Agreement (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. 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. (g) The Borrower shall provide the Facility Agent with details of any material changes in the projections delivered under paragraph (c) of Clause 18.1 (Financial Statements) as soon as reasonably practicable after it decides to make or makes any such change.

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

Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors. (b) Each set of financial statements delivered by the Borrower pursuant to paragraphs Clause 20.1 (aAnnual statements) and Clause 20.2 (b) of Clause 18.1 (Financial StatementsMonthly financial statements) shall be certified by two directors an Authorised Signatory of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition and operations as at the date as at which those financial statements were prepared (end of and for the period in the case of unaudited financial statements, subject to normal year end adjustments). (c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date relation to which those financial statements were drawn up. (b) The Borrower shall procure that each set of its financial statements delivered pursuant Clause 20.1 (Annual statements) and Clause 20.2 (Monthly financial statements) is prepared (using US GAAP, accounting practices and financial reference periods in each case consistent with the case 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 US GAAP, the accounting practices or reference periods and its auditors deliver to normal year end adjustments)the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the 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 21 (Financial Covenants) has been complied with, to determine any other relevant matter and/or to make an accurate comparison between the financial position indicated in those financial statements and the Borrower’s Original Financial Statements. (d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch). (e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP). (fc) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (eb) above, then of this Clause the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days with a view to agreeing: (i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and (ii) if so, agreeing any amendments to this Agreement (including appropriate changes to which are necessary as a result of the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may change. To the extent practicable these amendments will be necessary such as to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. (gd) The Borrower Any reference in this Agreement to those financial statements shall provide be construed as a reference to those financial statements as adjusted to reflect 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 changeAccounting Principles.

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