Common use of AGENT'S DISCRETIONS Clause in Contracts

AGENT'S DISCRETIONS. The Agent may: (i) assume that: (a) any representation made by the Borrower in connection with this Agreement and the other Facility Documents is true; (b) no event which is or may become an Event of Default has occurred; and (c) the Borrower is not in breach of or default under its obligations with this Agreement and the other Facility Documents unless it has actual knowledge or actual notice to the contrary; (ii) assume that the Facility Office of each Bank is that identified with its signature (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the Borrower; (v) rely upon any communication or document believed by it to be genuine; (vi) refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (vii) refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (i) assume that: (a) any representation made by the Borrower in connection with this Agreement and the other Facility Documents is true; (b) no event which is or may become an Event of Default has occurred; and (c) the Borrower is not in breach of or default under its obligations with this Agreement and the other Facility Documents unless it has actual knowledge or actual notice to the contrary; (ii) assume that the Facility Office of each Bank is that identified with its signature (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the Borrower; (v) rely upon any communication or document believed by it in good faith to be genuine; (vi) refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (vii) refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (i) assume that: (a) any representation made by the either Borrower in connection with this Agreement and the other Facility Documents is true; (b) no event which is or may become an Event of Default has occurred; and (c) the neither Borrower is not in breach of or default under its obligations with this Agreement and the other Facility Documents unless it has actual knowledge or actual notice to the contrary; (ii) assume that the Facility Office of each Bank is that identified with its signature (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower Borrowers upon a certificate signed by or on behalf of the BorrowerBorrowers; (v) rely upon any communication or document believed by it in good faith to be genuine; (vi) refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (vii) refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (a) assume, unless it has, in its capacity as agent for the Banks, received notice to the contrary from any other party hereto, that (i) assume that: (a) any representation made by the Borrower any Transaction Party in connection with this Agreement and the other Facility Documents herewith is true; , (bii) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (ciii) the Borrower no Transaction Party is not in breach of or default under its obligations with this Agreement under the Transaction Documents and (iv) any right, power, authority or discretion vested herein upon the Majority Banks, the Banks or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (iib) assume that the Facility Office of each Bank is that identified with its signature below (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iiic) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (ivd) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower any Transaction Party upon a certificate signed by or on behalf of the Borrowerany Transaction Party; (ve) rely upon any communication or document believed by it to be genuine; (vif) refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group the Majority Banks as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (viig) refrain from acting in accordance with any instructions of an Instructing Group the Majority Banks to begin any legal action or proceeding arising out of or in connection with this Agreement or any other Transaction Party until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (i) assume that: (a) any representation made by the Borrower in connection with this Agreement and the other Facility Financing Documents is true; (b) no event which is or may become an Event of Default has occurred; and (c) the Borrower is not in breach of or default under its obligations with this Agreement and the other Facility Financing Documents unless it has actual knowledge or actual notice to the contrary; (ii) assume that the Facility Office of each Bank is that identified with its signature (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the Borrower; (v) rely upon any communication or document believed by it to be genuine; (vi) refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (vii) refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (a) assume, unless it has, in its capacity as Agent of the Lenders, received notice to the contrary from any other party hereto, that (i) assume that: (a) any representation made or deemed to be made by the Borrower in connection with this Agreement and the other Facility Documents herewith is true; , (bii) no event which is or may become an Event of Default has occurred; and , (ciii) the Borrower is not in breach of or in default under its obligations with this Agreement hereunder and (iv) any right, power, authority or discretion vested in the Lenders or any other Facility Documents unless it has actual knowledge person or actual notice group of persons (whether pursuant to the contraryAgreement or otherwise) has not been exercised; (ii) assume that the Facility Office of each Bank is that identified with its signature (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iiib) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (ivc) rely as at to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the Borrower; (vd) rely upon any communication or document believed by it to be genuine; (vie) refrain from exercising any right, power or discretion vested in it as agent Agent hereunder unless and until instructed by an the Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (viif) refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement Agreement, until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (i) assume that: 28.2.1 assume, unless it has, in its capacity as agent for the Banks, received notice to the contrary from any other party hereto, that (a) any representation made or deemed to be made by the Borrower an Obligor in connection with this Agreement and the other Facility Finance Documents is true; , (b) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (c) the Borrower no Obligor is not in breach of or default under its obligations with this Agreement under the Finance Documents and (d) any right, power, authority or discretion vested therein upon the Majority Banks, the Banks or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (ii) 28.2.2 assume that the Facility Office of each Bank is that identified with its signature notified to it by such Bank in writing prior to the date hereof (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) 28.2.3 engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) 28.2.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower an Obligor upon a certificate signed by or on behalf of the Borrowersuch Obligor; (v) 28.2.5 rely upon any communication or document believed by it to be genuine; (vi) 28.2.6 refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group the Majority Banks as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and; (vii) 28.2.7 refrain from acting in accordance with any instructions of an Instructing Group the Majority Banks to begin any legal action or proceeding arising out of or in connection with this Agreement the Finance Documents until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions; and 28.2.8 assume (unless it has specific notice to the contrary) that any notice or request made by the Guarantor is made on behalf of both Obligors.

AGENT'S DISCRETIONS. The Agent may: (i) assume that: 29.2.1 assume, unless it has, in its capacity as agent for the Banks, received notice to the contrary from any other party hereto, that (a) any representation made or deemed to be made by the Borrower an Obligor in connection with this Agreement and the other Facility Finance Documents is true; , (b) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (c) the Borrower any Obligor is not in breach of or default under its obligations with this Agreement under the Finance Documents and (d) any right, power, authority or discretion vested herein upon an Instructing Group, the Banks or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (ii) 29.2.2 assume that (a) the Facility Office of each Bank is that identified with its signature notified to it by such Bank in writing and (orb) the information provided by each Bank pursuant to Clause 29.15 (Banks' Mandatory Cost Details), Clause 34 (Notices) and Schedule 7 (Mandatory Costs) is true and correct in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below all respect until it has received from such Bank notice of a notice designating some other office of such Bank change to replace its the Facility Office or any such information and act upon any such notice until the same is superseded by a further such notice; (iii) 29.2.3 engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) 29.2.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower an Obligor upon a certificate signed by or on behalf of the Borrowersuch Obligor; (v) 29.2.5 rely upon any communication or document believed by it to be genuine; (vi) 29.2.6 refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and; (vii) 29.2.7 refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement the Finance Documents until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions. 29.2.8 assume (unless it has specific notice to the contrary) that any notice or request made by the Borrower is made on behalf of all the Obligors.

AGENT'S DISCRETIONS. The Agent may: (i) assume that: 25.2.1 assume, unless it has, in its capacity as agent for the Banks, received notice to the contrary from any other Party, that (a) any representation made or deemed to be made by the Borrower in connection with this Agreement and the other Facility Documents herewith is true; , (b) no event which is or may become an Event of Default or Potential Event of Default or Special Early Termination Event or Potential Special Early Termination Event has occurred; and , (c) the Borrower is not in breach of or default under its obligations with this Agreement hereunder and (d) any right, power, authority or discretion vested herein upon an Instructing Group, the Banks or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (ii) 25.2.2 assume that the Facility Office of each Bank is that identified with its specified under that Bank's signature in this Agreement (or, in the case of a Transferee, at the end of the Transfer Certificate to Bank which it is becomes a party as Transfereehereto after the date hereof by virtue of a Transfer Agreement, the Facility Office specified in that agreement) below until it has received from such Bank a notice designating some other office of such Bank to replace its any such Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) 25.2.3 engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) 25.2.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the Borrower; (v) 25.2.5 rely upon any communication or document believed by it to be genuine; (vi) 25.2.6 refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (vii) 25.2.7 refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any tax thereon which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (ia) assume that: assume, unless it has, in its capacity as agent for the Lenders, received notice to the contrary from any other party hereto, that (a) any representation made or deemed to be made by the Borrower an Obligor in connection with this Agreement and the other Facility Documents any Finance Document is true; , (b) no event which is or may become an Event of Default has occurred; and occurred (unless its agency division has actual knowledge of a Default arising under Clause 23.1 (Failure to Pay)), (c) the Borrower no Obligor is not in breach of or default under its obligations with this Agreement under any Finance Document and (d) any right, power, authority or discretion vested herein upon the Instructing Group, the Lenders or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (iib) assume that (a) the Facility Office of each Bank Lender is that identified with its signature notified to it by such Lender in writing and (orb) the information provided by each Lender pursuant to Clause 36 (Notices), are true and correct in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below all respects until it has received from such Bank Lender a notice designating some other office of such Bank a change to replace its the Facility Office or any such information and act upon any such notice until the same is superseded by a further such notice; (iiic) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (ivd) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower an Obligor upon a certificate signed by or on behalf of the Borrowersuch Obligor; (ve) rely upon any communication or document believed by it to be genuine; (vif) refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an the Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and; (viig) refrain from acting in accordance with any instructions of an the Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement any Finance Document until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions; and (h) assume (unless it has specific notice to the contrary) that any notice or request made by the Company is made on behalf of all the Obligors.

AGENT'S DISCRETIONS. The Each of the Facility Agent and the Security Agent may: (a) assume, unless it has, in its capacity as agent for the Lenders, received notice to the contrary from any other party hereto or upon it becoming aware in the case of any default by the Borrower in the payment of principal or contractual interest hereunder, that (i) assume that: (a) any representation made by the Borrower in connection with this Agreement and the other Facility Finance Documents is true; , (bii) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (ciii) the Borrower no party is not in breach of or default under its obligations with this Agreement under the Transaction Documents and (iv) any right, power, authority or discretion vested herein upon the Majority Lenders, the Lenders or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (iib) assume that (i) the Facility Office of each Bank Lender is that identified with its signature notified to it by such Lender in writing and (or, ii) the information provided by each Lender pursuant to Clause 31 (Notices) is true and correct in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below all respects until it has received from such Bank Lender notice of a notice designating some other office of such Bank change to replace its Facility Office or any such information and act upon any such notice until the same is superseded by a further such notice; (iiic) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (ivd) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the BorrowerBorrower or any Shareholder or Sponsor; (ve) rely upon any communication or document believed by it to be genuine; (vif) (other than in respect of, and in connection with, Clause 10.1, where each Lender may instruct the Facility Agent and/or the Security Agent to enforce such Lender’s rights contained in Clause 10.1)) refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group the Majority Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (viig) refrain from acting in accordance with any instructions of an Instructing Group the Majority Lenders or the Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement the Finance Documents and the Hermes Guarantee until it shall have received such security Security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The (a) Each Agent may: (i) assume that: assume, unless it has, in its capacity as Facility Agent or, as the case may be, Security Agent for the Banks, received notice to the contrary from any other party hereto, that (aA) any representation made or deemed to be made by the Borrower an Obligor in connection with this Agreement and the other Facility Documents herewith is true; , (bB) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (cC) the Borrower no Obligor is not in breach of or default under its obligations with this Agreement hereunder and (D) any right, power, authority or discretion vested herein upon an Instructing Group, the Banks or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (ii) assume that the Facility Office of each Bank is that identified with its signature (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) engage and pay for the advice or services of of, and rely and act on the opinion or advice (howsoever given) of, or any information obtained from, any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtaineddesirable; (iviii) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower an Obligor upon a certificate signed by or on behalf of the Borrowersuch Obligor; (viv) rely upon any communication or document believed by it to be genuine; (viv) refrain from exercising any right, power or discretion vested in it as agent hereunder Facility Agent or as the case may be, Security Agent under any of the Finance Documents unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (viivi) refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement or any other Finance Document until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions. (b) The Facility Agent may: (i) assume that (i) the Facility Office of each Bank is that notified to it by such Bank in writing and (ii) the information provided by each Bank pursuant to Clause 44 (Notices), and by each Tranche A Bank pursuant to Clause 37.16 (Banks' Mandatory Cost Details) and Schedule 12 (Mandatory Costs) is true and correct in all respects until it has received from such Bank notice of a change to the Facility Office or any such information and act upon any such notice until the same is superseded by a further notice; and (ii) assume (unless it has specific notice to the contrary) that any notice or request made by the Original Borrower is made on behalf of all the Obligors. (c) The Security Agent may: (i) do any act or thing in the exercise of any of its duties under the Finance Documents which in its absolute discretion (in the absence of any instructions of an Instructing Group as to the doing of such act or thing) it deems advisable for the protection and benefit of all the Banks; (ii) upon a disposal of any property the subject of any of the Security Documents by any receiver, or by any of the Obligors where the Security Agent has consented to the disposal, to any third party, release such property from the security created pursuant to such Security Documents; (iii) perform all of its obligations under the Finance Documents, notwithstanding anything contained in this Agreement; (iv) subject to the proviso hereto and unless the express provisions of any such Security Document provide otherwise, if authorised by an Instructing Group, amend or vary the terms of or waive breaches of or defaults under, or otherwise excuse performance of any provision of, or grant consents under, this Agreement or any of the Security Documents, any such amendment, variation, waiver or consent so authorised to be binding on all the parties hereto and the Security Agent to be under no liability whatsoever in respect thereof provided that nothing in this sub-clause (c)(iv) shall be taken to authorise, except with the prior consent of all the Banks: (A) (without prejudice to sub-clause (c)(ii)) any amendment of any Security Document which would affect the nature or the scope of the property the subject of any security granted pursuant to the Security Documents; or (B) any change in this sub-clause (c); (v) place any of the Finance Documents and any other instruments, documents or deeds delivered to it pursuant to or in connection with any of the Finance Documents for the time being in its possession in any safe deposit, safe or receptacle selected by it or with any bank, any company whose business includes undertaking the safe custody of documents or any firm of lawyers of good repute and shall not be responsible for any loss thereby incurred; (vi) whenever it thinks fit, delegate by power of attorney or otherwise to any person or persons, or fluctuating body of persons, all or any of the rights, powers, authorities and discretions vested in it by any of the Finance Documents and such delegation may be made upon such terms and subject to such conditions (including the power to sub-delegate) and subject to such regulations as it may think fit and it shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, any such delegate or sub-delegate; (vii) notwithstanding anything else herein contained, refrain from doing anything which would or might in its opinion be contrary to any relevant law of any jurisdiction or any relevant directive or regulation of any agency of any state or which would or might otherwise render it liable to any person, and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation; (viii) and every attorney, agent or other person appointed by it under any of the Finance Documents may indemnify itself or himself out of the property secured pursuant to the Security Documents against all claims, demands, liabilities, proceedings, costs, fees, charges, losses and expenses incurred by any of them in relation to or arising out of the taking or holding of any of the security created pursuant to the Security Documents, the exercise or purported exercise of any of the rights, powers and discretions vested in any of them or any other matter or thing done or omitted to be done in connection with any of the Finance Documents or pursuant to any law or regulation (otherwise than as a result of its gross negligence or wilful misconduct); (ix) accept without enquiry, requisition or objection such right and title as each of the Obligors may have to the property belonging to it (or any part thereof) which is the subject matter of any of the security created pursuant to the Security Documents and shall not be bound or concerned to investigate or make any enquiry into the right or title of such Obligor to such property (or any part thereof) or, without prejudice to the foregoing, to require such Obligor to remedy any defect in its right or title as aforesaid; and (x) for all the purposes of this Agreement, be entitled to deal with each of the Banks by dealing exclusively with the Facility Agent and shall have no obligation (but shall be entitled) to deal directly with any Bank. Conversely, each Bank shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with the Security Agent.

AGENT'S DISCRETIONS. The Agent may: (i) assume that: 28.2.1 assume, unless it has, in its capacity as agent for the Banks, received notice to the contrary from any other party hereto, that (a) any representation made or deemed to be made by the Borrower an Obligor in connection with this Agreement and the other Facility Finance Documents is true; , (b) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (c) the Borrower no Obligor is not in breach of or default under its obligations with this Agreement under the Finance Documents and (d) any right, power, authority or discretion vested herein upon an Instructing Group, the Banks or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (ii) 28.2.2 assume that (a) the Facility Office of each Bank is that identified with its signature notified to it by such Bank in writing and (orb) the information provided by each Bank pursuant to Clause 32 (Notices), Clause 28.13 (Banks' Mandatory Cost Details) and Schedule 6 (Mandatory Costs) is true and correct in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below all respects until it has received from such Bank notices of a notice designating some other office of such Bank change to replace its Facility Office or any such information and act upon any such notice until the same is superseded by a further such notice; (iii) 28.2.3 engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) 28.2.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower an Obligor upon a certificate signed by or on behalf of the Borrowersuch Obligor; (v) 28.2.5 rely upon any communication or document believed by it to be genuine; (vi) 28.2.6 refrain from exercising any right, power or discretion vested in it as agent hereunder under any Finance Document unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (vii) 28.2.7 refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement any Finance Document until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (i) assume that: 30.2.1 assume, unless it has, in its capacity as agent for the Banks, received notice to the contrary from any other party to the Facility Documents, that (a) any representation made or deemed to be made by the Borrower an Obligor in connection with this Agreement and the other Facility Documents is true; , (b) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (c) the Borrower no Obligor is not in breach of or default under its obligations with this Agreement and under the other Facility Documents unless it and (d) any right, power, authority or discretion vested therein upon an Instructing Group, the Banks, the L/C Issuing Bank or any other person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (ii) 30.2.2 assume that the Facility Office of each Bank is that identified with its signature notified to it by such Bank in writing prior to the date hereof (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) 30.2.3 engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) 30.2.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower an Obligor upon a certificate signed by or on behalf of the Borrowersuch Obligor; (v) 30.2.5 rely upon any communication or document believed by it to be genuine; (vi) 30.2.6 refrain from exercising any right, power or discretion vested in it as agent hereunder under the Facility Documents unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (vii) 30.2.7 refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement the Facility Documents until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (ia) assume that: that (ai) any representation made by any of the Borrower Obligors in connection with this Agreement and the other Facility Documents herewith is true; , (bii) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (ciii) none of the Borrower Obligors is not in breach of or default under its obligations with this Agreement hereunder and (iv) any right, power, authority or discretion vested herein upon an Instructing Group, the Banks or any other Facility Documents person or group of persons has not been exercised unless it has in any such case its agency department has, in its capacity as agent for the Banks actual knowledge of or received actual notice to the contrarycontrary from any other party hereto; (iib) assume that the Facility Office of each Bank is that identified with its signature below (or, in the case of a Transferee, at the end of the Bank Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its any such Facility Office and act upon any such notice until the same is superseded by a further such notice; (iiic) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (ivd) rely as to any matters of fact which might reasonably be expected to be within the knowledge of any of the Borrower Obligors upon a certificate signed by or on behalf of the Borrowersuch Obligor; (ve) rely upon any communication or document believed by it to be genuine; (vif) refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (viig) refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (i) assume that: 26.2.1 assume, unless it has, in its capacity as agent for the Banks, received notice to the contrary from any other party hereto, that (a) any representation made or deemed to be made by the Borrower an Obligor in connection with this Agreement and the other Facility Finance Documents is true; , (b) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (c) the Borrower no Obligor is not in breach of or default under its obligations with this Agreement under the Finance Documents and (d) any right, power, authority or discretion vested therein upon the Majority Banks, the Banks or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (ii) 26.2.2 assume that the Facility Office of each Bank is that identified with its signature notified to it by such Bank in writing prior to the date hereof (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) 26.2.3 engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) 26.2.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower an Obligor upon a certificate signed by or on behalf of the Borrowersuch Obligor; (v) 26.2.5 rely upon any communication or document believed by it to be genuine; (vi) 26.2.6 refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group the Majority Banks as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and; (vii) 26.2.7 refrain from acting in accordance with any instructions of an Instructing Group the Majority Banks to begin any legal action or proceeding arising out of or in connection with this Agreement the Finance Documents until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions; and 26.2.8 assume (unless it has specific notice to the contrary) that any notice or request made by the Account Party is made on behalf of both Obligors.

AGENT'S DISCRETIONS. The Each of the Facility Agent and the Security Agent may: (a) assume, unless it has, in its capacity as agent for the Lenders, received notice to the contrary from any other party hereto or upon it becoming aware in the case of any default by the Borrower in the payment of principal or contractual interest hereunder, that (i) assume that: (a) any representation made by the Borrower in connection with this Agreement and the other Facility Finance Documents is true; , (bii) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (ciii) the Borrower no party is not in breach of or default under its obligations with this Agreement under the Transaction Documents and (iv) any right, power, authority or discretion vested herein upon the Majority Lenders, the Lenders or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (iib) assume that (i) the Facility Office of each Bank Lender is that identified with its signature notified to it by such Lender in writing and (or, ii) the information provided by each Lender pursuant to Clause 31 (Notices) is true and correct in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below all respects until it has received from such Bank Lender notice of a notice designating some other office of such Bank change to replace its Facility Office or any such information and act upon any such notice until the same is superseded by a further such notice; (iiic) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (ivd) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the BorrowerBorrower or any Shareholder or Sponsor; (ve) rely upon any communication or document believed by it to be genuine; (vif) (other than in respect of, and in connection with, Clause 10.1, where each Lender may instruct the Facility Agent and/or the Security Agent to enforce such Lender's rights contained in Clause 10.1)) refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group the Majority Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (viig) refrain from acting in accordance with any instructions of an Instructing Group the Majority Lenders or the Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement the Finance Documents and the Hermes Guarantee until it shall have received such security Security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Each Agent may: 34.3.1 assume, unless it has, in its capacity as agent for the Banks, received notice to the contrary from any other party hereto, that (i) assume that: (a) any representation made or deemed to be made by the Borrower an Obligor in connection with this Agreement and the other Facility Finance Documents is true; , (bii) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (ciii) the Borrower no Obligor is not in breach of or default under its obligations with this Agreement hereunder and (d) any right, power, authority or discretion vested herein upon an Instructing Group, the Banks, a Fronting Bank or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (ii) 34.3.2 assume that the Facility Office of each Bank is that identified with its signature notified to it by such Bank in writing prior to the date hereof (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) 34.3.3 engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it (in the reasonable opinion of such Agent) seem necessary, expedient or desirable necessary and rely upon any advice so obtained; (iv) 34.3.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower an Obligor upon a certificate signed by or on behalf of the Borrowersuch Obligor; (v) 34.3.5 rely upon any communication or document believed by it to be genuine; (vi) 34.3.6 refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (vii) 34.3.7 refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement the Finance Documents until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (i) assume that: 34.2.1 assume, unless it has, in its capacity as agent for the Banks, received notice to the contrary from any other party hereto, that (a) any representation made or deemed to be made by the Borrower an Obligor in connection with this Agreement and the other Facility Documents any Finance Document is true; , (b) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (c) the Borrower no Obligor is not in breach of or default under its obligations with this Agreement under any Finance Document and (d) any right, power, authority or discretion vested herein upon an Instructing Group, the Banks or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (ii) 34.2.2 assume that the each Facility Office of each Bank is that identified with its signature notified to it by such Bank in writing prior to the date hereof (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its such Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) 34.2.3 engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) 34.2.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower an Obligor upon a certificate signed by or on behalf of the Borrowersuch Obligor; (v) 34.2.5 rely upon any communication or document believed by it to be genuine; (vi) 34.2.6 refrain from exercising any right, power or discretion vested in it as agent hereunder under any Finance Document unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and; (vii) 34.2.7 refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement any Finance Document until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions; and 34.2.8 assume (unless it has specific notice to the contrary) that any notice or request made by the Parent is made on behalf of all the Obligors.

AGENT'S DISCRETIONS. The Agent may: (i) assume that: (a) any representation made by the Borrower an Obligor in or in connection with this Agreement and the other Facility Documents any Finance Document is true; (b) no event which is Event of Default or may become an Potential Event of Default has occurred; and (c) the Borrower no Obligor is not in breach of or in default under of its obligations with this Agreement and under any Finance Document unless the other Facility Documents unless it Agent in its capacity as agent for the Banks has actual knowledge or actual received written notice to the contrarycontrary from a party to this Agreement; (ii) assume that the each Bank's Facility Office of each Bank is that identified with its signature below (or, in as the case of a Transfereemay be, at the end of in the Transfer Certificate or Global Transfer Certificate pursuant to which it is became a party as Transfereehereto) below until it has received from such Bank a notice designating some other office of such Bank to replace as its Facility Office for the purpose of the Facilities and act upon any such notice until the same is superseded by a further such notice; (iii) engage and pay for the advice or services of any lawyers, accountants, surveyors accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower an Obligor upon a certificate signed by or on behalf of the Borrowersuch Obligor; (v) rely upon any communication or document believed by it to be genuine; (vi) refrain from exercising any right, power or discretion vested in it as agent hereunder under any Finance Document unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (vii) refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement any Finance Document until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (a) assume, unless it has, in its capacity as Agent to the Lenders, received notice to the contrary from any other party hereto, that (i) assume that: (a) any representation made or deemed to be made by the Borrower in connection with this Agreement and the other Facility Documents herewith is true; , (bii) no event which is or may become an Event of Default has occurred; and , (ciii) the Borrower is not in breach of or in default under its obligations with this Agreement hereunder and (iv) any right, power, authority or discretion vested in the Lenders or any other Facility Documents unless it has actual knowledge person or actual notice group of persons (whether pursuant to the contraryAgreement or otherwise) has not been exercised; (ii) assume that the Facility Office of each Bank is that identified with its signature (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iiib) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (ivc) rely as at to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the Borrower; (vd) rely upon any communication or document believed by it to be genuine; (vie) refrain from exercising any right, power or discretion vested in it as agent Agent hereunder unless and until instructed by an the Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (viif) refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement Agreement, until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions.

AGENT'S DISCRETIONS. The Agent may: (i) assume that: 34.2.1 assume, unless it has, in its capacity as agent for the Banks, received notice to the contrary from any other party hereto, that (a) any representation made or deemed to be made by the Borrower Parent, the CWC Parent, NTL CC or an Obligor in connection with this Agreement and the other Facility Finance Documents is true; , (b) no event which is Event of Default or may become an Potential Event of Default has occurred; and , (c) neither the Borrower Parent, the CWC Parent, NTL CC nor any Obligor is not in breach of or default under its obligations with this Agreement under the Finance Documents and (d) any right, power, authority or discretion vested herein upon an Instructing Group, the Banks or any other Facility Documents unless it person or group of persons has actual knowledge or actual notice to the contrarynot been exercised; (ii) 34.2.2 assume that (a) the Facility Office of each Bank is that identified with its signature notified to it by such Bank in writing and (orb) the information provided by each Bank pursuant to Clause 41 (Notices), Clause 34.15 (Banks' Mandatory Cost Details) and Schedule 12 (Mandatory Costs) is true and correct in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) below all respect until it has received from such Bank notice of a notice designating some other office of such Bank change to replace its the Facility Office or any such information and act upon any such notice until the same is superseded by a further such notice; (iii) 34.2.3 engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) 34.2.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower an Obligor upon a certificate signed by or on behalf of the Borrower;such Obligor; 161 (v) 34.2.5 rely upon any communication or document believed by it to be genuine; (vi) 34.2.6 refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by an Instructing Group as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and; (vii) 34.2.7 refrain from acting in accordance with any instructions of an Instructing Group to begin any legal action or proceeding arising out of or in connection with this Agreement the Finance Documents until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions; and 34.2.8 assume (unless it has specific notice to the contrary) that any notice or request made by the Relevant Obligor is made on behalf of all the Obligors.