AND AUTHORITY TO ENTER
INTO THIS AMENDMENT AND, AS APPLICABLE, THE CONSENT OF GUARANTORS ATTACHED
HERETO (THE "CONSENT"), AND TO CARRY OUT THE TRANSACTIONS CONTEMPLATED BY, AND
TO PERFORM ITS OBLIGATIONS UNDER OR IN RESPECT OF, THE CREDIT AGREEMENT, AS
AMENDED HEREBY.
4.2
DUE AUTHORIZATION, NON-CONTRAVENTION.
THE
EXECUTION, DELIVERY AND PERFORMANCE BY EACH CREDIT PARTY OF THIS AMENDMENT AND
THE CONSENT, AS APPLICABLE, AND THE PERFORMANCE OF THE OBLIGATIONS OF EACH
CREDIT PARTY UNDER OR IN RESPECT OF THE CREDIT AGREEMENT AS AMENDED HEREBY
(A) HAVE BEEN 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.
4.3
EXECUTION, DELIVERY AND ENFORCEABILITY.
THIS AMENDMENT AND THE CONSENT HAVE BEEN DULY EXECUTED AND DELIVERED BY EACH
CREDIT PARTY WHICH IS A PARTY THERETO AND THIS AMENDMENT, THE CONSENT AND THE
CREDIT AGREEMENT AS AMENDED HEREBY 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.
4.4
NO DEFAULT OR EVENT OF DEFAULT.
NO EVENT
HAS OCCURRED AND IS CONTINUING AFTER GIVING EFFECT TO THIS AMENDMENT OR WILL
RESULT FROM THE EXECUTION AND DELIVERY OF THIS AMENDMENT OR THE CONSENT THAT
WOULD CONSTITUTE A DEFAULT OR AN EVENT OF DEFAULT.
4.5
REPRESENTATIONS AND WARRANTIES.
AFTER
GIVING EFFECT TO THIS AMENDMENT, 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
AMENDMENT, 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.
5.
CONDITIONS TO EFFECTIVENESS OF THIS
AMENDMENT.
THIS AMENDMENT SHALL BE EFFECTIVE ONLY IF AND WHEN (I) SIGNED BY,
AND WHEN COUNTERPARTS HEREOF SHALL HAVE BEEN DELIVERED TO THE US AGENT OR ITS
COUNSEL (BY HAND DELIVERY, MAIL OR TELECOPY) BY THE PARENT, THE BORROWERS AND
THE REQUISITE