WILL RESULT FROM THE
EXECUTION AND DELIVERY OF THIS AMENDMENT OR THE CONSENT THAT WOULD CONSTITUTE A
DEFAULT OR AN EVENT OF DEFAULT.
2.5
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.
3.
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 LENDERS; (II) EACH
GUARANTOR SHALL HAVE DELIVERED TO THE US AGENT OR ITS COUNSEL EXECUTED
COUNTERPARTS OF THE CONSENT; AND (III) BORROWERS SHALL HAVE DELIVERED TO THE US
AGENT OR ITS COUNSEL A CERTIFICATE CERTIFYING
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 AGENTS ON THE CLOSING DATE, ARE IN FULL FORCE AND EFFECT AND
HAVE NOT BEEN AMENDED, RESCINDED OR OTHERWISE MODIFIED AS OF THE DATE OF THIS
AMENDMENT (OTHER THAN AN AMENDMENT TO PARENT'S BYLAWS TO REDUCE THE NUMBER OF
MEMBERS OF THE BOARD OF DIRECTORS FROM SIX TO FIVE); THE RESOLUTIONS ADOPTED
WITH RESPECT TO THIS AMENDMENT (OR THAT NO OTHER RESOLUTIONS HAVE BEEN ADOPTED)
AND THAT NO FURTHER AUTHORIZATION OR CONSENT IS REQUIRED TO BE OBTAINED WITH
RESPECT TO THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT, THE
CONSENT AND THE CREDIT AGREEMENT AS AMENDED HEREBY; AND AN INCUMBENCY
CERTIFICATE FOR EACH CREDIT PARTY.
4.
EFFECT OF AMENDMENT; RATIFICATION.
THIS AMENDMENT IS A LOAN
DOCUMENT.
FROM AND AFTER THE DATE ON WHICH THIS AMENDMENT BECOMES EFFECTIVE,
ALL REFERENCES IN THE LOAN DOCUMENTS TO THE CREDIT AGREEMENT SHALL MEAN THE
CREDIT AGREEMENT AS AMENDED 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.
5.
RELEASE AND WAIVER OF CLAIMS, DEFENSES AND RIGHTS OF SET OFF.
EACH OF THE PARENT AND THE BORROWERS ACKNOWLEDGES THAT THE US AGENT, THE UK
AGENT AND THE LENDERS HAVE PERFORMED ALL OBLIGATIONS AND DUTIES OWED TO THE
PARENT AND THE BORROWERS UNDER THE LOAN DOCUMENTS THROUGH THE DATE HEREOF, AND
EACH SUCH PARTY FURTHER, ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT NONE OF THE
PARENT OR THE