Common use of Calculations and Evidence of Debt Clause in Contracts

Calculations and Evidence of Debt. 34.1 Any interest, commission or fee accruing hereunder shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a year of 365 days (or, in the case of any Advance not denominated in Sterling, 360 days) or, in any case where market practice differs, in accordance with market practice. 34.2 Any repayment of an Advance denominated in a Committed Currency or in an Optional Currency shall reduce the amount of such Advance by the amount of such Committed Currency or Optional Currency respectively repaid and shall reduce the Sterling Amount of such Advance proportionately. 34.3 If on any occasion a Reference Bank or Bank fails to supply the Agent with a quotation required of it under the foregoing provisions of this Agreement, the rate for which such quotation was required shall be determined from those quotations which are supplied to the Agent provided that at least two Reference Banks supply a quotation. 34.4 Each Bank shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it hereunder. 34.5 The Agent shall maintain on its books a control account or accounts in which shall be recorded (a) the amount and type of any Utilisation made or arising hereunder and each Bank's share therein, (b) the amount of all principal, interest and other sums due or to become due from an Obligor to any of the Banks hereunder and each Bank's share therein and (c) the amount of any sum received or recovered by the Agent hereunder and each Bank's share therein. 34.6 In any legal action or proceeding arising out of or in connection with this Agreement, the entries made in the accounts maintained pursuant to Clauses 34.4 and 34.5 shall be prima facie evidence of the existence and amounts of the obligations of the Obligors therein recorded. 34.7 A certificate of a Bank as to (a) the amount by which a sum payable to it hereunder is to be increased under Clause 11.1 or (b) the amount for the time being required to indemnify it against any such cost, payment or liability as is mentioned in Clause 11.2 or 13.1 shall, in the absence of manifest error, be conclusive for the purposes of this Agreement. 34.8 A certificate of the Agent as to the amount at any time due from the Borrower hereunder or the amount which, but for any of the obligations of the Borrower hereunder being or becoming void, voidable, unenforceable or ineffective, at any time would have been due from the Borrower hereunder shall, in the absence of manifest error, be prima facie evidence for the purposes of Clause 21.

Calculations and Evidence of Debt. 34.1 Any interest, 38.1 Basis of Accrual Interest and commitment commission or fee accruing hereunder shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a year of 365 days (or, in the case of any Advance not denominated in Sterling, 360 days) or, in any case where market practice differs, in accordance with market practice) and the actual number of days elapsed. 34.2 Any repayment of an Advance denominated in a Committed Currency or in an Optional Currency shall reduce the amount of such Advance by the amount of such Committed Currency or Optional Currency respectively repaid and shall reduce the Sterling Amount of such Advance proportionately. 34.3 38.2 Quotations If on any occasion a Reference Bank or Bank fails to supply the Agent with a quotation required of it under the foregoing provisions of this Agreement, the rate for which such quotation was required shall be determined from those quotations which are supplied to the Agent Agent, provided that at least two that, in relation to determining LIBOR, this Clause 38.2 shall not apply if only one Reference Banks supply Bank supplies a quotation. 34.4 38.3 Evidence of Debt Each Bank shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it hereunder. 34.5 38.4 Control Accounts The Agent shall maintain on its books a control account or accounts in which shall be recorded (a) the amount and type of any Utilisation made Advance or arising hereunder any Unpaid Sum and each Bank's share therein, (b) the amount of all principal, interest and other sums due or to become due from an Obligor to any of the Banks hereunder and each Bank's share therein and (c) the amount of any sum received or recovered by the Agent hereunder and each Bank's share therein. 34.6 38.5 Prima Facie Evidence In any legal action or proceeding arising out of or in connection with this Agreement, the entries made in the accounts maintained pursuant to Clauses 34.4 Clause 38.3 (Evidence of Debt) and 34.5 Clause 38.4 (Control Accounts) shall be prima facie evidence of the existence and amounts of the specified obligations of the Obligors therein recordedObligors. 34.7 38.6 Certificates of Banks A certificate of a Bank as to (a) the amount by which a sum payable to it hereunder is to be increased under Clause 11.1 or 14.1 (Tax Gross-up), (b) the amount for the time being required to indemnify it against any such cost, payment or liability as is mentioned in Clause 11.2 14.2 (Tax Indemnity), Clause 16.1 (Increased Costs) or 13.1 shall, in the absence of manifest error, be conclusive for the purposes of this Agreement. 34.8 A certificate of the Agent as to Clause 28.1 (Borrowers' Indemnity) or (c) the amount at of any time due from the Borrower hereunder credit, relief, remission or the amount whichrepayment as is mentioned in Clause 15.3 (Tax Credit Payment), but for any of the obligations of the Borrower hereunder being Clause 15.4 (Tax Credit Clawback) or becoming void, voidable, unenforceable or ineffective, at any time would have been due from the Borrower hereunder Clause 27.4 (Break Costs) shall, in the absence of manifest error, be prima facie evidence for of the purposes existence and amounts of Clause 21the specified obligations of the Obligors.

Calculations and Evidence of Debt. 34.1 Any interest, commission or fee accruing hereunder 42.1 Interest and facility fees shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a year of 365 days (or, in the case of any Advance not denominated in Sterling, an Optional Currency (other than Hong Kong dollars and Belgian francs) 360 days) and the actual number of days elapsed (or, in any case where market practice differs, in accordance with market practice). 34.2 Any repayment 42.2 Acceptance commission in respect of an Advance denominated any Xxxx shall be calculated on the basis of a year of 365 days and the actual number of days in a Committed Currency or the Tenor thereof (or, in an Optional Currency shall reduce the amount of such Advance by the amount of such Committed Currency or Optional Currency respectively repaid and shall reduce the Sterling Amount of such Advance proportionatelyany case where market practice differs, in accordance with market practice). 34.3 42.3 If on any occasion a Reference Bank or Bank fails to supply the any Agent with a quotation required of it under the foregoing provisions of this Agreement, the rate for which such quotation was required shall be determined from those quotations which are supplied to the Agent provided that at least two Reference Banks supply a quotationsuch Agent. 34.4 42.4 Each Bank shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it hereunder. 34.5 42.5 The Facility Agent shall maintain on its books a control account or accounts in which shall be recorded (ai) the amount and type of any Utilisation Advance made or arising hereunder and the face amount of any Xxxx accepted and, in each Bank's share thereincase, the name of the Bank to which such sum relates, (bii) the amount of all principal, interest and other sums due or to become due from an Obligor any of the Borrowers to any of the Banks hereunder and each Bank's share therein and (ciii) the amount of any sum received or recovered by the Agent Agents hereunder and each Bank's share therein. 34.6 42.6 In any legal action or proceeding arising out of or in connection with this Agreement, the entries made in the accounts maintained pursuant to Clauses 34.4 42.4 and 34.5 42.5 shall be prima facie evidence of the existence and amounts of the obligations of the Obligors Borrowers therein recorded. 34.7 42.7 A certificate of a Bank as to (ai) the amount by which a sum payable to it hereunder is to be increased under Clause 11.1 17.1 or (bii) the amount for the time being required to indemnify it against any such cost, reduction, increased cost, payment or liability as is mentioned in Clause 11.2 17.8 or 13.1 19.1 shall, in the absence of manifest error, be conclusive for the purposes of this Agreement and prima facie evidence in any legal action or proceeding arising out of or in connection with this Agreement. 34.8 42.8 A certificate of the any Agent as to the amount at any time due from the any Borrower hereunder or the amount which, but for any of the obligations of the any Borrower hereunder being or becoming void, voidable, unenforceable or ineffective, at any time would have been due from the such Borrower hereunder shall, in the absence of manifest error, be prima facie evidence conclusive for the purposes of Clause 21Part 9 and prima facie evidence in any legal action or proceeding arising out of or in connection with this Agreement.

Calculations and Evidence of Debt. 34.1 35.1 Any interest, commission or fee accruing hereunder shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a year of 365 days (or, in the case of any Advance not denominated in Sterling, 360 days) or, in any case where market practice differs, in accordance with market practice. 34.2 35.2 Any repayment of an Advance denominated in a Committed Currency or in an Optional Currency shall reduce the amount of such Advance by the amount of such Committed Currency or Optional Currency respectively repaid and shall reduce the Sterling Amount of such Advance proportionately. 34.3 35.3 If on any occasion a Reference Bank or Bank fails to supply the Agent with a quotation required of it under the foregoing provisions of this Agreement, the rate for which such quotation was required shall be determined from those quotations which are supplied to the Agent provided that at least two Reference Banks supply a quotation. 34.4 35.4 Each Bank shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it hereunder. 34.5 35.5 The Agent shall maintain on its books a control account or accounts in which shall be recorded (a) the amount and type of any Utilisation made or arising hereunder and each Bank's ’s share therein, (b) the amount of all principal, interest and other sums due or to become due from an Obligor to any of the Banks hereunder and each Bank's ’s share therein and (c) the amount of any sum received or recovered by the Agent hereunder and each Bank's ’s share therein. 34.6 35.6 In any legal action or proceeding arising out of or in connection with this Agreement, the entries made in the accounts maintained pursuant to Clauses 34.4 35.4 and 34.5 35.5 shall be prima facie evidence of the existence and amounts of the obligations of the Obligors therein recorded. 34.7 35.7 A certificate of a Bank as to (a) the amount by which a sum payable to it hereunder is to be increased under Clause 11.1 12.1 or (b) the amount for the time being required to indemnify it against any such cost, payment or liability as is mentioned in Clause 11.2 12.2 or 13.1 14.1 shall, in the absence of manifest error, be conclusive for the purposes of this Agreement. 34.8 35.8 A certificate of the Agent as to the amount at any time due from the Borrower hereunder or the amount which, but for any of the obligations of the Borrower hereunder being or becoming void, voidable, unenforceable or ineffective, at any time would have been due from the Borrower hereunder shall, in the absence of manifest error, be prima facie evidence for the purposes of Clause 2122.

Calculations and Evidence of Debt. 34.1 Basis of Accrual Any interest, commission or fee accruing hereunder shall will accrue from day to day and shall be is calculated on the basis of the actual number of days elapsed and a year of 365 360 days (or, in the case of any Advance not denominated in Sterlingsterling, 360 365 days) or, in any case where the relevant interbank market practice differs, in accordance with the relevant interbank market practice. 34.2 . Proportionate Reductions Any repayment of an Advance denominated in a Committed Currency or in an Optional Currency shall reduce the amount of such Advance by the amount of such Committed Currency or Optional Currency respectively repaid and shall reduce the Sterling EURO Amount of such Advance proportionately. 34.3 . Quotations If on any occasion a Reference Bank or Bank fails to supply the Agent with a quotation required of it under the foregoing provisions of this Agreement, the rate for which such quotation was required shall be determined from those quotations which are supplied to the Agent provided that at least two Reference Banks supply a quotation. 34.4 Agent. Evidence of Debt Each Bank shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it hereunder. 34.5 . Control Accounts The Agent shall maintain on its books a control account or accounts in which shall be recorded (a) the amount and type of any Utilisation made Advance or arising hereunder any Unpaid Sum and each Bank's share therein, (b) the amount of all principal, interest and other sums due or to become due from an Obligor to any of the Banks hereunder and each Bank's share therein and (c) the amount of any sum received or recovered by the Agent hereunder and each Bank's share therein. 34.6 . Prima Facie Evidence In any legal action or proceeding arising out of or in connection with this Agreementany of the Finance Documents, the entries made in the accounts maintained pursuant to Clauses 34.4 Clause 0 (Evidence of Debt) and 34.5 Clause 0 (Control Accounts) shall be prima facie evidence of the existence and amounts of the specified obligations of the Obligors therein recorded. 34.7 A certificate of a Bank as to (a) the amount by which a sum payable to it hereunder is to be increased under Clause 11.1 or (b) the amount for the time being required to indemnify it against any such cost, payment or liability as is mentioned in Clause 11.2 or 13.1 shall, in the absence of manifest error, be conclusive for the purposes of this Agreement. 34.8 A certificate of the Agent as to the amount at any time due from the Borrower hereunder or the amount which, but for any of the obligations of the Borrower hereunder being or becoming void, voidable, unenforceable or ineffective, at any time would have been due from the Borrower hereunder shall, in the absence of manifest error, be prima facie evidence for the purposes of Clause 21.

Calculations and Evidence of Debt. 34.1 Any interest, 39.1 Basis of Accrual Interest and commitment commission or fee accruing hereunder shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a year of 365 360 days (or, in the case of any Advance not denominated in Sterling, 360 days) or, in any case where market practice differs, in accordance with market practice) and the actual number of days elapsed. 34.2 Any repayment of an Advance denominated in a Committed Currency or in an Optional Currency shall reduce the amount of such Advance by the amount of such Committed Currency or Optional Currency respectively repaid and shall reduce the Sterling Amount of such Advance proportionately. 34.3 39.2 Quotations If on any occasion a Reference Bank or Bank fails to supply the Agent with a quotation required of it under the foregoing provisions of this Agreement, the rate for which such quotation was required shall be determined from those quotations which are supplied to the Agent Agent, provided that at least two that, in relation to determining LIBOR, this Clause 39.2 shall not apply if only one Reference Banks supply Bank supplies a quotation. 34.4 39.3 Evidence of Debt Each Bank shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it hereunder. 34.5 39.4 Control Accounts The Agent shall maintain on its books a control account or accounts in which shall be recorded (a) the amount and type of any Utilisation made Advance or arising hereunder any Unpaid Sum and each Bank's share therein, (b) the amount of all principal, interest and other sums due or to become due from an Obligor to any of the Banks hereunder and each Bank's share therein and (c) the amount of any sum received or recovered by the Agent hereunder and each Bank's share therein. 34.6 39.5 Prima Facie Evidence In any legal action or proceeding arising out of or in connection with this Agreement, the entries made in the accounts maintained pursuant to Clauses 34.4 Clause 39.3 (Evidence of Debt) and 34.5 Clause 39.4 (Control Accounts) shall be prima facie evidence of the existence and amounts of the specified obligations of the Obligors therein recordedObligors. 34.7 A certificate of a Bank as to (a) the amount by which a sum payable to it hereunder is to be increased under Clause 11.1 or (b) the amount for the time being required to indemnify it against any such cost, payment or liability as is mentioned in Clause 11.2 or 13.1 shall, in the absence of manifest error, be conclusive for the purposes of this Agreement. 34.8 A certificate of the Agent as to the amount at any time due from the Borrower hereunder or the amount which, but for any of the obligations of the Borrower hereunder being or becoming void, voidable, unenforceable or ineffective, at any time would have been due from the Borrower hereunder shall, in the absence of manifest error, be prima facie evidence for the purposes of Clause 21.

Calculations and Evidence of Debt. 34.1 Any interest, 33.1 Interest and commitment commission or fee accruing hereunder shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a year of 365 360 days (or, in the case of any Advance not denominated in Sterling, 360 days) or, in any case where market practice differs, in accordance with market practice) and the actual number of days elapsed in respect of interest or 365 days and the actual number of days elapsed in respect of commitment commission. 34.2 33.2 Any repayment of an Advance denominated in a Committed Currency or in an Optional Currency shall reduce the amount of such Advance by the amount of such Committed Currency or Optional Currency respectively repaid and shall reduce the Sterling Amount of such Advance proportionately. 34.3 33.3 If on any occasion a Reference Bank or Bank fails to supply the Agent with a quotation required of it under the foregoing provisions of this Agreement, the rate for which such quotation was required shall be determined from those quotations which are supplied to the Agent provided Provided that at least two Reference Banks supply a quotation. 34.4 33.4 Each Bank shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it hereunder. 34.5 33.5 The Agent shall maintain on its books a control account or accounts in which shall be recorded (ai) the amount and type of any Utilisation Advance made or arising hereunder and each Bank's share therein, (bii) the amount of all principal, interest and other sums due or to become due from an Obligor the Borrower to any of the Banks hereunder and each Bank's share therein and (ciii) the amount of any sum received or recovered by the Agent hereunder and each Bank's share therein. 34.6 33.6 In any legal action or proceeding arising out of or in connection with this Agreement, the entries made in the accounts maintained pursuant to Clauses 34.4 33.4 and 34.5 33.5 shall be prima facie evidence of the existence and amounts of the obligations of the Obligors Borrower therein recorded. 34.7 33.7 A certificate of a Bank as to (ai) the amount by which a sum payable to it hereunder is to be increased under Clause 11.1 or (bii) the amount for the time being required to indemnify it against any such cost, payment or liability as is mentioned in Clause 11.2 or 13.1 shall, in the absence of manifest error, be conclusive for the purposes of this Agreement. 34.8 A certificate of the Agent as to the amount at any time due from the Borrower hereunder or the amount which, but for any of the obligations of the Borrower hereunder being or becoming void, voidable, unenforceable or ineffective, at any time would have been due from the Borrower hereunder shall, in the absence of manifest error, be prima facie evidence for the purposes of Clause 21.

Calculations and Evidence of Debt. 34.1 37.1 Any interest, interest and commitment commission or fee accruing hereunder shall accrue from day to day and shall shall, in the case of any Advance denominated in sterling, be calculated on the basis of the actual number of days elapsed and a year of 365 days (or 366 days in a leap year or, in the case of any Advance not denominated in Sterlingeuro or in an Optional Currency (other than, in the case of Facility B, sterling), 360 days) days or, in any case where market practice differs, in accordance with market practice) and the actual number of days elapsed. 34.2 37.2 Any repayment of an Advance denominated in a Committed Currency or in an Optional Currency shall reduce the amount of such Advance by the amount of such Committed Currency or Optional Currency respectively repaid and shall reduce the Sterling Amount Amount, or, as the case may be, the Euro Amount, of such Advance proportionately. 34.3 37.3 If on any occasion a Reference Bank or Bank fails to supply the Agent with a quotation required of it under the foregoing provisions of this Agreement, the rate for which such quotation was required shall be determined from those quotations which are supplied to the Agent provided that at least two Reference Banks supply a quotationAgent. 34.4 37.4 Each Bank shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it hereunder. 34.5 37.5 The Agent shall maintain on its books a control account or accounts in which shall be recorded (a) the amount and type of any Utilisation Advance made or arising hereunder and each Bank's share thereinthe name of the Bank to which such sum relates, (b) the amount of all principal, interest and other sums due or to become due from an Obligor any of the Obligors to any of the Banks hereunder and each Bank's ’s share therein and (c) the amount of any sum received or recovered by the Agent hereunder and each Bank's ’s share therein. 34.6 37.6 In any legal action or proceeding arising out of or in connection with this Agreement, the entries made in the accounts maintained pursuant to Clauses 34.4 37.4 and 34.5 37.5 of this Clause 37 shall be prima facie evidence of the existence and amounts of the obligations of the Obligors therein recorded. 34.7 37.7.1 Without prejudice and in addition to any method of conversion or rounding prescribed by any EMU Legislation and without prejudice to (a) the liabilities for indebtedness of the Obligors to the Banks under or pursuant to the Finance Documents or (b) the Bank’s Commitments, any reference in the Finance Documents to a minimum amount (or an integral multiple thereof) in a national currency of a Subsequent Participant to be paid to or by the Agent shall, immediately upon it becoming a Subsequent Participant, be replaced by a reference to such reasonably comparable and convenient amount (or an integral multiple thereof) in the euro unit as the Agent (acting reasonably and after consultation with the CRH Agent) may specify. 37.7.2 Save as expressly provided in this Clause 37.7, the Finance Documents shall be subject to such reasonable changes of construction as the Agent (acting reasonably and after consultation with the CRH Agent) may at the relevant time specify to be appropriate to reflect the adoption of the euro in any Participating Member State and any relevant market conventions or practices relating to the euro. 37.8 A certificate of a Bank as to (a) the amount by which a sum payable to it hereunder is to be increased under Clause 11.1 11 (Taxes) or (b) the amount for the time being required to indemnify it against any such cost, payment or liability as is mentioned in Clause 11.2 13.1 of Clause 13 (Increased Costs) shall set out the basis of computation of the relevant amount, accompanying any demand or 13.1 shallclaim for the relevant amount and, in the absence of manifest error, be conclusive for the purposes of this Agreement and prima facie evidence in any legal action or proceeding arising out of or in connection with this Agreement. 34.8 37.9 A certificate of the Agent as to the amount at any time due from the any Borrower hereunder or the amount which, but for any of the obligations of the any Borrower hereunder being or becoming void, voidable, unenforceable or ineffective, at any time would have been due from the such Borrower hereunder shall, in the absence of manifest error, be prima facie evidence of the existence of any such obligation for the purposes of Clause 2123 (Guarantee).

Calculations and Evidence of Debt. 34.1 Any interest, commission or fee accruing hereunder 32.1 Interest and Commitment Fee shall accrue from day to day and shall be calculated on the basis of a year of 360 days or (in the case of interest payable on an amount denominated in sterling) 365 days and the actual number of days elapsed elapsed. 32.2 Letter of Credit commission in respect of any Letter of Credit, and any period of the Term thereof determined pursuant to Clause 9, shall be calculated on the basis of a year of 365 360 days or (or, in the case of any Advance not a Letter of Credit denominated in Sterling, 360 dayssterling) 365 days and the actual number of days in such period (or, in any case where market practice differs, in accordance with market practice). 34.2 Any repayment of an Advance denominated in a Committed Currency or in an Optional Currency shall reduce the amount of such Advance by the amount of such Committed Currency or Optional Currency respectively repaid and shall reduce the Sterling Amount of such Advance proportionately. 34.3 32.3 If on any occasion a Reference Bank or Bank fails to supply the Agent with a quotation required of it under the foregoing provisions of this Agreement, the rate for which such quotation was required shall be determined from those quotations which are supplied to the Agent provided that at least two Reference Banks supply a quotationAgent. 34.4 32.4 Each Bank Lender shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it hereunder. 34.5 32.5 The Agent shall maintain on its books a control account or accounts in which shall be recorded (ai) the amount and type of any Utilisation Advance made or arising hereunder (and the name of the Lender to which such sum relates) and the face amount of any Letter of Credit issued (and each BankLender's share therein), (bii) the amount of all principal, interest and other sums due or to become due from an Obligor either Borrower to any of the Banks Lenders hereunder and each BankLender's share therein and (ciii) the amount of any sum received or recovered by the Agent hereunder and each BankLender's share therein. 34.6 32.6 In any legal action or proceeding proceedings arising out of or in connection with this Agreement, the entries made in the accounts maintained pursuant to Clauses 34.4 32.4 and 34.5 32.5 shall in the absence of manifest error be prima facie conclusive evidence of the existence and amounts of the obligations of the Obligors Borrowers therein recorded. 34.7 32.7 A certificate of a Bank Lender as to (ai) the amount by which a sum payable to it hereunder is to be increased under Clause 11.1 14 or (bii) the amount for the time being required to indemnify it against any such cost, payment or liability as is mentioned in Clause 11.2 or 13.1 15 shall, in the absence of manifest error, be conclusive for the purposes of this Agreement. 34.8 A certificate 32.8 Each Lender hereby represents that as at 24th February, 1995 (i) its participation as a Lender hereunder and extension of credit in respect hereof will not require registration or qualification under any applicable securities laws nor is it illegal (as referred to in Clause 16), and (ii) it is a Qualifying Lender. Barclays Bank PLC represents that as at the date hereof Barclays Overdraft Agent is a person recognised as a bank pursuant to Clause 232 of the Agent as to Circular of Swiss Federal Tax -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Authorities, dated 29th October, 1992 regarding the amount at any time due from the Borrower hereunder or the amount whichtax treatment of syndicated loans, but for any of the obligations of the Borrower hereunder being or becoming voiddebt certificate issues, voidable, unenforceable or ineffective, at any time would have been due from the Borrower hereunder shall, in the absence of manifest error, be prima facie evidence for the purposes of Clause 21promissory notes and subparticipations.

Calculations and Evidence of Debt. 34.1 Any interest, commission or fee accruing hereunder 32.1 Interest and Commitment Fee shall accrue from day to day and shall be calculated on the basis of a year of 360 days or (in the case of interest payable on an amount denominated in sterling) 365 days and the actual number of days elapsed elapsed. 32.2 Letter of Credit commission in respect of any Letter of Credit, and any period of the Term thereof determined pursuant to Clause 9, shall be calculated on the basis of a year of 365 360 days or (or, in the case of any Advance not a Letter of Credit denominated in Sterling, 360 dayssterling) 365 days and the actual number of days in such period (or, in any case where market practice differs, in accordance with market practice). 34.2 Any repayment of an Advance denominated in a Committed Currency or in an Optional Currency shall reduce the amount of such Advance by the amount of such Committed Currency or Optional Currency respectively repaid and shall reduce the Sterling Amount of such Advance proportionately. 34.3 32.3 If on any occasion a Reference Bank or Bank fails to supply the Agent with a quotation required of it under the foregoing provisions of this Agreement, the rate for which such quotation was required shall be determined from those quotations which are supplied to the Agent provided that at least two Reference Banks supply a quotationAgent. 34.4 32.4 Each Bank Lender shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it hereunder. 34.5 32.5 The Agent shall maintain on its books a control account or accounts in which shall be recorded (ai) the amount and type of any Utilisation Advance made or arising hereunder (and the name of the Lender to which such sum relates) and the face amount of any Letter of Credit issued (and each BankLender's share therein), (bii) the amount of all principal, . interest and other sums due or to become due from an Obligor either Borrower to any of the Banks Lenders hereunder and each BankLender's share therein and (ciii) the amount of any sum received or recovered by the Agent hereunder and each BankLender's share therein. 34.6 32.6 In any legal action or proceeding proceedings arising out of or in connection with this Agreement, the entries made in the accounts maintained pursuant to Clauses 34.4 32.4 and 34.5 32.5 shall in the absence of manifest error be prima facie conclusive evidence of the existence and amounts of the obligations of the Obligors Borrowers therein recorded. 34.7 32.7 A certificate of a Bank Lender as to (ai) the amount by which a sum payable to it hereunder is to be increased under Clause 11.1 14 or (bii) the amount for the time being required to indemnify it against any such cost, payment or liability as is mentioned in Clause 11.2 or 13.1 15 shall, in the absence of manifest error, be conclusive for the purposes of this Agreement. 34.8 A certificate 32.8 Each Lender hereby represents that as at 24th February, 1995 (i) its participation as a Lender hereunder and extension of credit in respect hereof will not require registration or qualification under any applicable securities laws nor is it illegal (as referred to in Clause 16), and (ii) it is a Qualifying Lender. Barclays Bank PLC represents that as at the date hereof Barclays Overdraft Agent is a person recognized as a bank pursuant to Clause 232 of the Agent as to Circular of Swiss Federal Tax Authorities, dated 29th October, 1992 regarding the amount at any time due from the Borrower hereunder or the amount whichtax treatment of syndicated loans, but for any of the obligations of the Borrower hereunder being or becoming voiddebt certificate issues, voidable, unenforceable or ineffective, at any time would have been due from the Borrower hereunder shall, in the absence of manifest error, be prima facie evidence for the purposes of Clause 21promissory notes and subparticipations.