Common use of BANK ACCOUNTS AND BORROWINGS Clause in Contracts

BANK ACCOUNTS AND BORROWINGS. (A) Full details of all bank accounts maintained or used by each Company (including, in each case and, without limitation, the name and address of the bank with whom the account is kept and the number and nature of the account) and statements on the accounts maintained by the Companies as at the close of business on 17th December, 2001 are included at tab 12 of the Disclosure Bundle. Since the date of each statement no payment out of any of the accounts has been made, except for routine payments in the ordinary course of business. (B) Full details of all overdraft, loan and other financial facilities available to any of the Companies or, in relation to the US Business, to any member of the Vendor's Group (other than overdraft, loan and other financial facilities made available by members of the Vendor's Group) and the amounts outstanding under them as at the close of business on 17th December, 2001 are set out in or attached to the Disclosure Letter. Since the close of business on 17th December, 2001 and other than in the ordinary 108 course of business there has been no material increase in the amounts outstanding under such overdraft, loan and other financial facilities. (C) Except for the borrowings referred to in SUB-PARAGRAPHS (A) and/or (B) and borrowings from members of the Vendor's Group, no Company nor, in relation to the US Business, any member of the Vendor's Group has outstanding any loan capital or incurred or agreed to incur any borrowing which it has not repaid or satisfied, or has lent or agreed to lend any money which has not been repaid to it or is a party to or has any obligation, under:- (i) any loan agreement, debenture, acceptance credit facility, xxxx of exchange, promissory note, finance lease, debt or inventory financing, discounting or factoring arrangement or sale and lease back arrangement; or (ii) any other arrangement the purpose of which is to raise money or provide finance or credit. (D) No event which is:- (i) an event of default under; or (ii) a material breach by any of the Companies or, in relation to the US Business, by any member of the Vendor's Group of, any of the terms of any loan capital, borrowing, debenture or financial facility of any of the Companies or, in relation to the US Business, any member of the Vendor's Group has occurred and is continuing.

BANK ACCOUNTS AND BORROWINGS. (A) Full details of all bank accounts maintained or used by each Company (including, in each case and, without limitation, the name and address of the bank with whom the account is kept and the number and nature of the account) and statements on the accounts maintained by the Companies as at the close of business on 17th December, 2001 are included at tab 12 of the Disclosure Bundle. Since the date of each statement no payment out of any of the accounts has been made, except for routine payments in the ordinary course of business. (B) Full details of all overdraft, loan and other financial facilities available to any of the Companies or, in relation to the US Business, to any member of the Vendor's ’s Group (other than overdraft, loan and other financial facilities made available by members of the Vendor's ’s Group) and the amounts outstanding under them as at the close of business on 17th December, 2001 are set out in or attached to the Disclosure Letter. Since the close of business on 17th December, 2001 and other than in the ordinary 108 course of business there has been no material increase in the amounts outstanding under such overdraft, loan and other financial facilities. (C) Except for the borrowings referred to in SUBsub-PARAGRAPHS paragraphs (A) and/or (B) and borrowings from members of the Vendor's ’s Group, no Company nor, in relation to the US Business, any member of the Vendor's ’s Group has outstanding any loan capital or incurred or agreed to incur any borrowing which it has not repaid or satisfied, or has lent or agreed to lend any money which has not been repaid to it or is a party to or has any obligation, under:- (i) any loan agreement, debenture, acceptance credit facility, xxxx of exchange, promissory note, finance lease, debt or inventory financing, discounting or factoring arrangement or sale and lease back arrangement; or (ii) any other arrangement the purpose of which is to raise money or provide finance or credit. (D) No event which is:- (i) an event of default under; or (ii) a material breach by any of the Companies or, in relation to the US Business, by any member of the Vendor's ’s Group of, any of the terms of any loan capital, borrowing, debenture or financial facility of any of the Companies or, in relation to the US Business, any member of the Vendor's ’s Group has occurred and is continuing.

BANK ACCOUNTS AND BORROWINGS. (A) Full details 15.1 Details of all bank accounts maintained or used by each Company (including, member of the Group are set out in or attached to the Disclosure Letter. These details include in each case and, without limitation, case: (A) the name and address of the bank with whom the account is kept and the number and nature of the account; (B) and statements on all direct debit or standing order or similar authorities applicable to the accounts maintained by the Companies as at the close of business on 17th December, 2001 are included at tab 12 of the Disclosure Bundle. account. 15.2 Since the date of each statement the most recent monthly Management Accounts no payment out of any of the accounts has been made, except for routine payments in the ordinary course of businesstrading. Amounts represented by cheques, warrants, mandates or other payment instructions issued or given by any member of the Group which at the date of this agreement remain outstanding or unpaid or unperformed do not exceed in the aggregate L60,000. (B) Full details 15.3 Details of all overdraft, loan and other financial facilities available to any of the Companies or, in relation to the US Business, to any member of the Vendor's Group (other than overdraft, loan and other financial facilities made available by members of the Vendor's Group) and the amounts outstanding under them as at the close of business on 17th December, 2001 are set out in or attached to the Disclosure Letter. Since the close Details of business on 17th Decemberall debentures, 2001 charges, guarantees and other than indemnities given to secure those facilities are set out in the ordinary 108 course of business there has been no material increase in the amounts outstanding under such overdraft, loan and other financial facilitiesDisclosure Letter. (C) 15.4 Except for the borrowings referred to in SUB-PARAGRAPHS (A) and/or (B) paragraphs 15.1 and borrowings from members 15.3 no member of the Vendor's GroupGroup has any outstanding loan capital, no Company nor, in relation to the US Business, nor has any member of the Vendor's Group has outstanding any loan capital or incurred or agreed to incur any borrowing which it has not repaid or satisfied, or has lent or agreed to lend nor is any money which has not been repaid to it or is member of the Group a party to or has under any obligation, under:-obligation in relation to: (iA) any loan agreement, debenture, acceptance credit facility, xxxx of exchange, promissory note, finance lease, debt or inventory financing, discounting or factoring arrangement or sale and lease back arrangement; or (iiB) any other arrangement the purpose of which is to raise money or provide finance or credit. 15.5 No member of the Group holds or is liable on any share or security which is not fully paid up or which carries any liability. 15.6 No member of the Group has lent or agreed to lend any money which has not been repaid to it or owns the benefit of any debt present or future (D) No other than debts due to it in respect of the sales made in the normal course of trading). 15.7 So far as the Management Warrantors are aware, no event which is:- (i) is or, with the passing of any time or the giving of any notice, certificate, declaration or demand, would become an event of default under; or (ii) a material under or any breach by any of the Companies or, in relation to the US Business, by any member of the Vendor's Group of, any of the terms of any loan capital, borrowing, debenture or financial facility of any of the Companies or, in relation to the US Business, any member of the Vendor's Group or would entitle any third party to call for repayment prior to normal maturity has occurred or been alleged. 15.8 Except for the borrowings referred to in paragraph 15.3, no member of the Group has occurred and is continuingborrowed any amount, from whatever source, after the Accounts Date.

BANK ACCOUNTS AND BORROWINGS. (A) 19.1 Full details of all bank accounts maintained or used by each the Company (including, in each case and, without limitationcase, the name and address of the bank with whom the account is kept and the number and nature of the account) account)and of all direct debit or standing order or similar authorities to any of the accounts and statements showing all payments and receipts on the accounts maintained by the Companies each account as at the close of business on 17th December, 2001 a date not being more than 3 days prior to the date of this Agreement are included at tab 12 of set out in or attached to the Disclosure BundleLetter. Since the date of each statement no payment out of any of the accounts has been made, except for routine payments in the ordinary course of businesstrading, and the present balances are not substantially different from those shown in the statement. Amounts represented by cheques, warrants, mandates or other payment instructions issued or given by the Company which at the date of this Agreement remain outstanding or unpaid or unperformed do not exceed in the aggregate 140,000 pounds. (B) 19.2 Full details of all overdraft, loan and other financial facilities available to any of the Companies or, in relation to the US Business, to any member of the Vendor's Group (other than overdraft, loan and other financial facilities made available by members of the Vendor's Group) and the amounts outstanding under them as at the close of business on 17th December, 2001 Company are set out in or attached to the Disclosure Letter. Since Letter and none of the close Vendors nor the Company has done anything whereby the continuance of business any of those facilities might be affected or prejudiced. 19.3 The total amount borrowed by the Company from its bankers does not exceed its financial facilities and the total amount borrowed from whatsoever source does not exceed any limitation on 17th December, 2001 and other than its borrowing contained in the ordinary 108 course Company's articles of business there has been no material increase in the amounts outstanding under such overdraft, loan and other financial facilitiesassociation. (C) 19.4 Except for the borrowings referred to in SUB-PARAGRAPHS (A) and/or (B) paragraphs 19.2 and borrowings from members of 19.3, the Vendor's Group, no Company nor, in relation to the US Business, any member of the Vendor's Group has does not have outstanding any loan capital or nor has it incurred or agreed to incur any borrowing other than creditors in the ordinary course of business which it has not repaid or satisfied, or has lent or agreed to lend any money which has not been repaid to it nor does it own the benefit of any debt present or future (other than debts due to it in the normal course of trading) nor is it a party to nor does it have except as set out in or has referred to in the Disclosure Letter any obligation, obligation under:- (i) 19.4.1 any loan agreement, debenture, acceptance credit facility, xxxx of exchange, promissory note, finance lease, debt or inventory financing, discounting or factoring arrangement or sale and lease back arrangement; or (ii) 19.4.2 any other arrangement the purpose of which is to raise money or provide finance or credit. (D) 19.5 No event which is:- (i) is or, with the giving of notice, certificate, declaration or demand, would become, an event of default under; or (ii) a material , or any breach by any of the Companies or, in relation to the US Business, by any member of the Vendor's Group of, any of the terms of of, any loan capital, borrowing, debenture or financial facility of the Company or would entitle any of the Companies or, in relation third party to the US Business, any member of the Vendor's Group call for repayment prior to normal maturity has occurred and is continuingor been alleged.