OF EVENT OF DEFAULT - CHANGE OF CONTROL.
SUBJECT
TO THE SATISFACTION OF THE CONDITIONS SET FORTH HEREIN, THE LENDERS HEREBY WAIVE
THE EVENT OF DEFAULT UNDER SECTION 8.1(M) OF THE CREDIT AGREEMENT THAT OCCURRED
ON MAY 7, 2007 AS THE RESULT OF THE EXPANSION OF AND CHANGES TO THE BOARD OF
DIRECTORS CONSTITUTING A CHANGE OF CONTROL UNDER CLAUSE (B) OF SUCH DEFINITION.
THIS WAIVER SHALL BE LIMITED PRECISELY AS WRITTEN, SHALL APPLY SOLELY TO THE
CHANGE OF CONTROL DESCRIBED ABOVE, AND, EXCEPT AS PROVIDED IN SECTION 2 ABOVE,
NOTHING CONTAINED IN THIS AMENDMENT SHALL BE DEEMED TO CONSTITUTE A WAIVER OF
ANY OTHER DEFAULT OR EVENT OF DEFAULT OR PROVISION OF THE CREDIT AGREEMENT, OR
ANY CONSENT TO OR DEPARTURE FROM THE TERMS OF THE CREDIT AGREEMENT.
4.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BORROWERS.
THE PARENT AND THE US BORROWER, JOINTLY AND SEVERALLY, AND THE UK BORROWER, ONLY
IN RESPECT OF ITSELF, SEVERALLY, MAKE THE FOLLOWING REPRESENTATIONS AND
WARRANTIES TO EACH LENDER AND EACH AGENT WITH RESPECT TO ALL CREDIT PARTIES:
4.1
POWER AND AUTHORITY.
EACH OF THE CREDIT PARTIES HAS ALL CORPORATE OR
OTHER ORGANIZATIONAL POWER AND AUTHORITY TO ENTER INTO THIS AMENDMENT AND, AS
APPLICABLE, THE CONSENT OF GUARANTORS ATTACHED HERETO (THE "CONSENT"), AND TO
CARRY OUT THE TRANSACTIONS
3
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,