DULY AUTHORIZED BY ALL NECESSARY CORPORATE, LIMITED LIABILITY
COMPANY OR PARTNERSHIP ACTION, (B) DO NOT CONTRAVENE ANY PROVISION OF SUCH
PERSON'S CHARTER, BYLAWS OR PARTNERSHIP OR OPERATING AGREEMENT, AS APPLICABLE,
(C) DO NOT VIOLATE ANY LAW OR REGULATION OR ANY ORDER OR DECREE OF ANY COURT OR
GOVERNMENTAL AUTHORITY OF THE UNITED STATES OR THE UNITED KINGDOM OR, IN EACH
CASE, ANY POLITICAL SUBDIVISION THEREOF, (D) DO NOT CONFLICT WITH OR RESULT IN
THE BREACH OR TERMINATION OF, CONSTITUTE A DEFAULT UNDER OR ACCELERATE OR PERMIT
THE ACCELERATION OF ANY PERFORMANCE REQUIRED BY, ANY INDENTURE, MORTGAGE, DEED
OF TRUST, LEASE, AGREEMENT OR OTHER INSTRUMENT TO WHICH SUCH PERSON IS A PARTY
OR BY WHICH SUCH PERSON OR ANY OF ITS PROPERTY IS BOUND, EXCEPT WHERE ANY SUCH
VIOLATIONS, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT, AND (E) DO NOT RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN ON ANY OF THE PROPERTY OF SUCH PERSON.
S-6
7.3
EXECUTION, DELIVERY AND ENFORCEABILITY.
THIS FORBEARANCE AND THE
CONSENT HAVE BEEN DULY EXECUTED AND DELIVERED BY EACH CREDIT PARTY WHICH IS A
PARTY THERETO AND THIS FORBEARANCE AND THE CONSENT, CONSTITUTE THE LEGAL, VALID
AND BINDING OBLIGATIONS OF SUCH CREDIT PARTY, ENFORCEABLE IN ACCORDANCE WITH
THEIR TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY INSOLVENCY LAWS OR
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY OR BY GENERAL EQUITABLE
PRINCIPLES.
7.4
NO DEFAULT, EVENT OF DEFAULT OR FORBEARANCE DEFAULT.
EXCEPT FOR THE
SPECIFIED EVENTS OF DEFAULT, NO EVENT HAS OCCURRED AND IS CONTINUING AFTER
GIVING EFFECT TO THIS FORBEARANCE (INCLUDING, WITHOUT LIMITATION, THE CONSENT)
OR WILL RESULT FROM THE EXECUTION AND DELIVERY OF THIS FORBEARANCE OR THE
CONSENT THAT WOULD CONSTITUTE A DEFAULT, AN EVENT OF DEFAULT OR A FORBEARANCE
DEFAULT (WITHOUT GIVING EFFECT TO ANY GRACE PERIOD SET FORTH IN CLAUSE (F) OF
SUCH DEFINITION).
7.5
REPRESENTATIONS AND WARRANTIES.
AFTER GIVING EFFECT TO THIS
FORBEARANCE, EACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN
DOCUMENTS IS AND WILL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF
THE DATE HEREOF AND AS OF THE EFFECTIVE DATE OF THIS FORBEARANCE, EXCEPT TO THE
EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY RELATE TO AN
EARLIER DATE, IN WHICH CASE THEY WERE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL
RESPECTS AS OF SUCH EARLIER DATE.
7.6
OTHER MATERIAL AGREEMENTS.
THE OCCURRENCE OF THE SPECIFIED EVENTS OF
DEFAULT DO NOT RESULT IN A BREACH OR DEFAULT UNDER ANY OTHER MATERIAL AGREEMENT
OR CONTRACT TO WHICH ANY OF THE BORROWERS OR CREDIT PARTIES ARE A PARTY OR BY
WHICH ITS PROPERTY MAY BE BOUND, EXCEPT FOR ANY SUCH BREACHES OR DEFAULTS WHICH
HAVE BEEN WAIVED.
8.
CONDITIONS TO EFFECTIVENESS OF THIS FORBEARANCE.
THIS
FORBEARANCE SHALL BE EFFECTIVE AS OF THE DATE THAT ALL OF THE FOLLOWING
CONDITIONS ARE SATISFIED, AS DETERMINED BY THE AGENT:
(I) SUCH FORBEARANCE HAS BEEN SIGNED BY, AND WHEN COUNTERPARTS HEREOF SHALL HAVE
BEEN DELIVERED TO THE US AGENT OR