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SCHEDULE 1
ASSUMPTIONS
The opinions in this letter have been given on the basis of the following assumptions:
1. | GENUINE, AUTHENTIC AND COMPLETE DOCUMENTS/SEARCHES |
| (a) | The genuineness of all signatures, stamps and seals on all documents, the authenticity and completeness of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies; |
| (b) | that all documents, forms and notices which should have been delivered to the UK Companies House in respect of the Guarantor have been so delivered, that the results of the Searches are complete and accurate, and that the position has not changed since the times at which the Searches were made; |
| (c) | that the contents of the Certificate are correct in all respects and the attachments to the Certificate are complete, accurate and up to date; and |
| (d) | that the Guarantor has not passed any new resolutions affecting, terminating, revoking or superseding the resolutions contained in the Certificate reviewed by us. |
2. | OTHER DOCUMENTS OR ARRANGEMENTS |
| (a) | That the Indenture remains accurate and complete and has not been amended, terminated or otherwise discharged as at the date of this letter; and |
| (b) | the absence of fraud or mutual mistake of fact or law or any other arrangements, agreements, understandings or course of conduct or prior or subsequent dealings, amending, rescinding or modifying or suspending any of the terms of the Indenture or which would result in the inclusion of additional terms therein, and that the parties have acted in accordance with the terms of the Indenture; |
3. | REPRESENTATIONS AND WARRANTIES |
That all statements of fact and representations and warranties as to matters of fact (except as to matters expressly set out in the opinions given in this letter) contained in or made in connection with any of the documents examined by us were true and correct as at the date given and are true and correct at today’s date and no fact was omitted therefrom which would have made any of such facts, representations or warranties incorrect or misleading.
4. | FILINGS, APPROVALS, CONSENTS ETC. |
That no consents, approvals, authorisations, orders, licences, registrations, filings or similar formalities are required from any governmental or regulatory authority in connection with the execution, delivery and performance of the Indenture and the Notes by any of the parties thereto or if such consents, approvals, authorisations, orders, licences, registrations, filings or similar formalities are required, these have been made or will be made within the prescribed time limits.
That none of the parties to the Indenture has taken any corporate or other action nor have any steps been taken or legal proceedings been started against any such party for the liquidation, winding up, dissolution, reorganisation or bankruptcy of, or for the appointment of a
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