THE LOAN DOCUMENTS.
REPRESENTATIONS AND WARRANTIES.
NEW GLDD HEREBY REPRESENTS AND WARRANTS TO THE
ADMINISTRATIVE AGENT, IN EACH CASE AFTER GIVING EFFECT TO THE MERGER AND THIS
AGREEMENT, AS FOLLOWS:
NEW GLDD HAS THE RIGHT, POWER AND CAPACITY AND HAS BEEN DULY AUTHORIZED AND
EMPOWERED BY ALL REQUISITE LIMITED LIABILITY COMPANY AND MEMBER ACTION TO ENTER
INTO, EXECUTE, DELIVER AND PERFORM THIS AGREEMENT AND ALL AGREEMENTS, DOCUMENTS
AND INSTRUMENTS EXECUTED AND DELIVERED PURSUANT TO THIS AGREEMENT.
THIS AGREEMENT CONSTITUTES NEW GLDD'S LEGAL, VALID AND BINDING OBLIGATION,
ENFORCEABLE AGAINST IT, EXCEPT AS ENFORCEMENT THEREOF MAY BE SUBJECT TO THE
EFFECT OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND GENERAL PRINCIPLES OF
EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEMENT IS SOUGHT IN A PROCEEDING IN
EQUITY OR AT LAW OR OTHERWISE).
NEW GLDD'S EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT DOES NOT AND
WILL NOT VIOLATE ITS CERTIFICATE OF FORMATION, LIMITED LIABILITY COMPANY
AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTS, ANY LAW, RULE, REGULATION, ORDER,
WRIT, JUDGMENT, DECREE OR AWARD APPLICABLE TO IT OR ANY CONTRACTUAL PROVISION TO
WHICH IT IS A PARTY OR TO WHICH IT OR ANY OF ITS PROPERTY IS SUBJECT.
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR FILING OR
REGISTRATION WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY (OTHER THAN
THOSE WHICH HAVE BEEN OBTAINED AND ARE IN FORCE AND EFFECT) IS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY NEW GLDD OF THIS
AGREEMENT AND ALL AGREEMENTS, DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED
PURSUANT TO THIS AGREEMENT.
NO EVENT OF DEFAULT OR DEFAULT EXISTS UNDER THE CREDIT AGREEMENT OR WOULD EXIST
AFTER GIVING EFFECT TO THIS AGREEMENT.
MISCELLANEOUS.
THE PARTIES HERETO HEREBY FURTHER AGREE AS FOLLOWS:
PAYMENT OF COSTS.
NEW GLDD HEREBY AGREES TO PAY ALL REASONABLE OUT-OF-POCKET
COSTS AND EXPENSES (EVIDENCED BY INVOICES IN REASONABLE DETAIL) INCURRED BY THE
LENDER (INCLUDING THE REASONABLE FEES AND EXPENSES OF ITS COUNSEL) IN CONNECTION
WITH THE PREPARATION, EXECUTION AND DELIVERY OF THIS AGREEMENT.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH
OF WHICH, WHEN EXECUTED AND DELIVERED, SHALL BE DEEMED TO BE AN ORIGINAL AND ALL
OF WHICH COUNTERPARTS, TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE AND THE SAME
DOCUMENT WITH THE SAME FORCE
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AND EFFECT AS IF THE SIGNATURES OF ALL OF THE PARTIES WERE ON A SINGLE
COUNTERPART, AND IT SHALL NOT BE NECESSARY IN MAKING PROOF OF THIS AGREEMENT TO
PRODUCE MORE THAN ONE (1) SUCH COUNTERPART.
HEADINGS.
HEADINGS USED IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY
AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
INTEGRATION.
THIS AGREEMENT, THE OTHER AGREEMENTS AND DOCUMENTS EXECUTED AND
DELIVERED PURSUANT TO THIS AGREEMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT
TO THE SUBJECT MATTER HEREOF.
GOVERNING LAW.
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK, AND FOR ALL