ITS COUNSEL (BY HAND DELIVERY, MAIL OR
TELECOPY) BY THE PARENT, THE BORROWERS AND THE LENDERS;
(II) EACH GUARANTOR SHALL HAVE DELIVERED TO THE US AGENT OR ITS COUNSEL EXECUTED
COUNTERPARTS OF THE CONSENT;
(III) BORROWERS SHALL HAVE PAID TO THE US AGENT FOR THE PRO-RATA BENEFIT OF THE
LENDERS THE FIRST INSTALLMENT OF THE FORBEARANCE FEE AS REQUIRED BY SECTION 4.4
HEREOF;
(IV) BORROWERS SHALL HAVE DELIVERED TO THE US AGENT OR ITS COUNSEL A CERTIFICATE
CERTIFYING (X) THAT THE CHARTERS, BYLAWS (OR OTHER SIMILAR ORGANIZATIONAL
DOCUMENTS) AND RESOLUTIONS AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE
BY THE CREDIT PARTIES OF THEIR OBLIGATIONS UNDER THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS, EACH IN THE FORM DELIVERED TO THE AGENT ON THE CLOSING
DATE, ARE IN FULL FORCE AND EFFECT AND HAVE NOT BEEN AMENDED, RESCINDED OR
OTHERWISE MODIFIED
S-7
AS OF THE DATE OF THIS FORBEARANCE (OTHER THAN AN AMENDMENT TO PARENT'S BYLAWS
TO INCREASE THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS FROM FIVE TO NINE),
(Y) THAT THE RESOLUTIONS ATTACHED THERETO ARE THE ONLY RESOLUTIONS ADOPTED WITH
RESPECT TO THIS FORBEARANCE, AND (Z) THAT NO FURTHER AUTHORIZATION OR CONSENT IS
REQUIRED TO BE OBTAINED WITH RESPECT TO THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS FORBEARANCE, THE CONSENT AND THE CREDIT AGREEMENT AS MODIFIED HEREBY;
AND AN INCUMBENCY CERTIFICATE FOR EACH CREDIT PARTY; AND
(V) THE US BORROWER ON BEHALF OF ITSELF AND THE OTHER CREDIT PARTIES AND THE UK
BORROWER ON BEHALF OF ITSELF SHALL HAVE DELIVERED TO THE US AGENT OR ITS COUNSEL
A CERTIFICATE CERTIFYING THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED
HEREIN AND IN THE LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
AS OF SUCH DATE (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), AND OTHER THAN
THE SPECIFIED EVENTS OF DEFAULT, NO DEFAULT, EVENT OF DEFAULT OR FORBEARANCE
DEFAULT (WITHOUT GIVING EFFECT TO ANY GRACE PERIOD SET FORTH IN CLAUSE (F) OF
SUCH DEFINITION) HAS OCCURRED AND WILL BE CONTINUING (AFTER GIVING EFFECT TO
THIS FORBEARANCE, INCLUDING SECTION 6.1 HEREOF).
9.
EFFECT OF LIMITED WAIVER, FORBEARANCE; RATIFICATION.
THIS
FORBEARANCE IS A LOAN DOCUMENT.
FROM AND AFTER THE DATE ON WHICH THIS
FORBEARANCE BECOMES EFFECTIVE, ALL REFERENCES IN THE LOAN DOCUMENTS TO THE
CREDIT AGREEMENT SHALL MEAN THE CREDIT AGREEMENT AS AMENDED OR SUPPLEMENTED
HEREBY.
EXCEPT AS EXPRESSLY AMENDED OR WAIVED HEREBY, THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS, INCLUDING THE LIENS GRANTED THEREUNDER, SHALL REMAIN
IN FULL FORCE AND EFFECT, AND ALL TERMS AND PROVISIONS THEREOF ARE HEREBY
RATIFIED AND CONFIRMED.
EACH OF THE PARENT AND EACH BORROWER CONFIRMS THAT, AS
AMENDED HEREBY, EACH OF THE LOAN DOCUMENTS IS IN FULL FORCE AND EFFECT.
THE
LIMITED WAIVER CONTAINED IN SECTION 6.1 HEREOF, AND THE FORBEARANCE CONTAINED
HEREIN, ARE LIMITED TO THE PRECISE TERMS HEREOF, AND NEITHER THE AGENT NOR ANY
LENDER IS OBLIGATED