Common use of Auditors’ Certificate Clause in Contracts

Auditors’ Certificate. If at any time the Majority Banks do not consider that any figure set out in any Compliance Certificate issued by any Authorised Officer is correct, they shall be entitled within 30 days of the date of the delivery of such Compliance Certificate to the Agent pursuant to clause 12.1 to call for a certificate from the Original Borrower's auditors as to such figure. For such purposes the Original Borrower's auditors shall act as independent experts and not as arbitrators and every such certificate shall be addressed to the Agent (on behalf of the Banks) and be at the expense of the Original Borrower (unless the certificate so provided by the Original Borrower's conditions shows the figures set out in the Compliance Certificate are in fact correct in which case the such certificate shall be at the expenses of the Banks). The Majority Banks may only call for one such certificate in any four consecutive Quarterly Periods unless the relevant figure set out in any Compliance Certificates provided by an Authorised Officer in respect of any Quarterly Period in such four consecutive Quarterly Periods is incorrect in which case such limitation shall not apply. If the Majority Banks call for such a certificate all calculations under this Agreement by reference to the relevant figure shall (a) until the Original Borrower's auditors deliver the relevant certificate under this clause 13.2 be made by reference to the figure set out in the relevant Compliance Certificate delivered to the Agent under this Agreement and (b) following the delivery by the Original Borrower's auditors of a certificate under this clause 13.2 be made by reference to such certificate and the Original Borrower undertakes forthwith to take all action including, without limited, the repayment of all or part of the Facilities so as to procure that all action taken on the basis of the relevant Compliance Certificate which on the basis of such auditors' certificate would not have been permitted is reversed. Accordingly, where relevant, the Margin shall be adjusted appropriately with retrospective effect and any additional amounts which would already have fallen due and payable shall be payable by the Original Borrower within 5 Banking Days of demand by the Agent.

Auditors’ Certificate. If at any time the Majority Banks Lenders do not consider (acting reasonably) that any figure set out in any Compliance Certificate issued by any Authorised Officer is correctcorrect and they believe in good faith that an adjustment to such figure would be likely to lead to a breach of any of the covenants set out in clause 12.1, they shall be entitled within 30 days of the date of the delivery of such Compliance Certificate to the Agent pursuant to clause 12.1 10.1 to call for a certificate from the Original Borrower's TCN’s auditors as to such figurefigure if the Agent (on their behalf) provides TCN with an explanation of the reasons for the belief that the figure is incorrect. For such purposes the Original Borrower's TCN’s auditors shall act as independent experts and not as arbitrators arbiters and every such certificate shall be addressed to the Agent (on behalf of the BanksLenders) and be at the expense of the Original Borrower (unless the certificate so provided by the Original Borrower's conditions shows the figures set out in the Compliance Certificate are in fact correct in which case the such certificate shall be at the expenses of the Banks)TCN. The Majority Banks Lenders may only call for one such certificate in any four consecutive Quarterly Periods unless the relevant figure set out in any Compliance Certificates provided by an Authorised Officer in respect of any Quarterly Period in such four consecutive Quarterly Periods is incorrect in which case such limitation shall not applycalendar year. If the Majority Banks Lenders call for such a certificate all calculations under this Agreement by reference to the relevant figure shall (ai) until the Original Borrower's TCN’s auditors deliver the relevant certificate under this clause 13.2 12.1 be made by reference to the figure set out in the relevant Compliance Certificate delivered to the Agent under this Agreement and (bii) following the delivery by the Original Borrower's TCN’s auditors of a certificate under this clause 13.2 12.1 be made by reference to such certificate and the Original Borrower certificate. TCN undertakes forthwith to take all action including, without limitedlimitation, the repayment of prepaying all or part of the Facilities Outstandings so as to procure that all any Advance or Utilisation permitted or other action taken or omitted to be taken on the basis of the relevant Compliance Certificate which on the basis of such auditors' auditors certificate would not have been permitted is reversed. Accordingly, where relevant, the Margin shall be adjusted appropriately with retrospective effect and any additional amounts which would already have fallen due and payable shall be payable by the Original Borrower within 5 Banking Days terms of demand by the Agentthis Agreement is reversed or would have been required to have been taken is taken.

Auditors’ Certificate. If at any time the Majority Banks do not Lenders consider that any figure set out in any Compliance Certificate issued by any Authorised Officer is not correct, they shall be entitled within 30 days of the date of the delivery of such Compliance Certificate to the Agent pursuant to clause 12.1 Clause 21.1(e) (Delivery of reports) to require the Agent to notify the Borrower accordingly. The Borrower and the Agent shall arrange to meet to discuss such inaccuracy within 14 days of the date of such notification with a view to reviewing the figures and remedying such inaccuracy. In the event that such inaccuracy is not resolved to the satisfaction of the Majority Lenders or if no such meeting is held within the specified 14 day period, the Agent may at any time after the date of such meeting or, as the case may be, after the expiry of the said 14 day period call for a certificate from the Original Borrower's auditors of the Group as to such figure. For such purposes the Original Borrower's Group’s auditors shall act as independent experts and not as arbitrators arbiters and every such certificate shall be addressed to the Agent (on behalf of the BanksLenders) and be at the expense of the Original Borrower (unless the certificate so provided by the Original Borrower's conditions shows the figures set out in the Compliance Certificate are in fact correct in which case the such certificate shall be at the expenses of the Banks). The Majority Banks may only call for one such certificate in any four consecutive Quarterly Periods unless the relevant figure set out in any Compliance Certificates provided by an Authorised Officer in respect of any Quarterly Period in such four consecutive Quarterly Periods is incorrect in which case such limitation shall not apply. If the Majority Banks Lenders call for such a certificate certificate, all calculations under this Agreement by reference to the relevant figure shall (ai) until the Original Borrower's Group’s auditors deliver the relevant certificate under this clause 13.2 Clause be made by reference to the figure set out in the relevant Compliance Certificate delivered to the Agent under this Agreement and (bii) following the delivery by the Original Borrower's Group’s auditors of a certificate under this clause 13.2 Clause be made by reference to such certificate and the Original Borrower undertakes forthwith to take all action action, including, without limitedlimitation, the repayment prepayment of all or part of the Facilities any Utilisation so as to procure that all action hereunder taken on the basis of the relevant Compliance Certificate Certificate, which on the basis of such auditors' auditors certificate is incorrect and would not have been permitted permitted, is reversed. Accordingly, where relevant, the Margin shall be adjusted appropriately with retrospective effect and any additional amounts which would already have fallen due and payable shall be payable by the Original Borrower within 5 Banking Days of demand by the Agent.

Auditors’ Certificate. If at any time the Majority Banks Lenders do not consider (acting reasonably) that any figure set out in any Compliance Certificate issued by any Authorised Officer is correctcorrect and they believe in good faith that an adjustment to such figure would be likely to lead to a breach of any of the covenants set out in clause 13.1, they shall be entitled within 30 days of the date of the delivery of such Compliance Certificate to the Agent pursuant to clause 12.1 11.1 to call for a certificate from the Original BorrowerTCN's auditors as to such figurefigure if the Agent (on their behalf) provides TCN with an explanation of the reasons for the belief that the figure is incorrect. For such purposes the Original BorrowerTCN's auditors shall act as independent experts and not as arbitrators arbiters and every such certificate shall be addressed to the Agent (on behalf of the BanksLenders) and be at the expense of the Original Borrower (unless the certificate so provided by the Original Borrower's conditions shows the figures set out in the Compliance Certificate are in fact correct in which case the such certificate shall be at the expenses of the Banks)TCN. The Majority Banks Lenders may only call for one such certificate in any four consecutive Quarterly Periods unless the relevant figure set out in any Compliance Certificates provided by an Authorised Officer in respect of any Quarterly Period in such four consecutive Quarterly Periods is incorrect in which case such limitation shall not applycalendar year. If the Majority Banks Lenders call for such a certificate all calculations under this Agreement by reference to the relevant figure shall (ai) until the Original BorrowerTCN's auditors deliver the relevant certificate under this clause 13.2 13.1 be made by reference to the figure set out in the relevant Compliance Certificate delivered to the Agent under this Agreement and (bii) following the delivery by the Original BorrowerTCN's auditors of a certificate under this clause 13.2 13.1 be made by reference to such certificate and the Original Borrower certificate. TCN undertakes forthwith to take all action including, without limitedlimitation, the repayment of prepaying all or part of the Facilities Loan so as to procure that all any Advance permitted or other action taken or omitted to be taken on the basis of the relevant Compliance Certificate which on the basis of such auditors' auditors certificate would not have been permitted is reversed. Accordingly, where relevant, the Margin shall be adjusted appropriately with retrospective effect and any additional amounts which would already have fallen due and payable shall be payable by the Original Borrower within 5 Banking Days terms of demand by the Agentthis Agreement is reversed or would have been required to have been taken is taken.

Auditors’ Certificate. If at any time the Majority Banks do not consider that any figure set out in any Compliance Certificate issued by any Authorised Officer is correct, they shall be entitled within 30 days of the date of the delivery of such Compliance Certificate to the Agent pursuant to clause 12.1 to call for a certificate from the Original Borrower's auditors as to such figure. For such purposes the Original Borrower's auditors shall act as independent experts and not as arbitrators and every such certificate shall be addressed to the Agent (on behalf of the Banks) and be at the expense of the Original Borrower (unless the certificate so provided by the Original Borrower's conditions shows the figures set out in the Compliance Certificate are in fact correct in which case the such certificate shall be at the expenses of the Banks). The Majority Banks may only call for one such certificate in any four consecutive Quarterly Three Month Periods ending on a Quarter Day unless the relevant figure set out in any Compliance Certificates provided by an Authorised Officer in respect of any Quarterly Three Month Period ending on a Quarter Day in such four consecutive Quarterly Three Month Periods ending on a Quarter Day is incorrect in which case such limitation shall not apply. If the Majority Banks call for such a certificate all calculations under this Agreement by reference to the relevant figure shall (a) until the Original Borrower's auditors deliver the relevant certificate under this clause 13.2 13.3 be made by reference to the figure set out in the relevant Compliance Certificate delivered to the Agent under this Agreement and (b) following the delivery by the Original Borrower's auditors of a certificate under this clause 13.2 13.3 be made by reference to such certificate and the Original Borrower undertakes forthwith to take all action including, without limited, the repayment of all or part of the Facilities Facility so as to procure that all action taken on the basis of the relevant Compliance Certificate which on the basis of such auditors' certificate would not have been permitted is reversed. Accordingly, where relevant, the Margin shall be adjusted appropriately with retrospective effect and any additional amounts which would already have fallen due and payable shall be payable by the Original Borrower within 5 Banking Days of demand by the Agent.