RESPECT TO SUCH REAFFIRMATION
AGREEMENT.
(G)
IN THE EVENT THAT THE MERGER SUB MERGER IS CONSUMMATED AND THE BORROWER
MERGER IS NOT CONSUMMATED ON OR BEFORE THE FIFTH BUSINESS DAY IMMEDIATELY
FOLLOWING THE CONSUMMATION OF THE HOLDINGS MERGER, THEN, ON OR BEFORE SUCH DATE,
THE BORROWER SHALL CAUSE THE SURVIVING CORPORATION WITH RESPECT TO THE MERGER
SUB MERGER TO EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT A REAFFIRMATION
AGREEMENT (AFTER GIVING EFFECT TO THE MERGER SUB MERGER) IN FORM AND SUBSTANCE
ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND DELIVER SUCH ADDITIONAL OPINIONS AND
CERTIFICATES AS MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT WITH
RESPECT TO SUCH REAFFIRMATION AGREEMENT.
6
THE BORROWER'S FAILURE TO TIMELY COMPLY WITH ANY OF ITS OBLIGATIONS UNDER
FOREGOING PARAGRAPHS (D), (F) AND (G) OF THIS SECTION SHALL CONSTITUTE IMMEDIATE
EVENTS OF DEFAULT AND SHALL NOT BE SUBJECT TO ANY GRACE PERIODS NOTWITHSTANDING
ANYTHING IN SECTION 7.1 OF THE CREDIT AGREEMENT TO THE CONTRARY.
5.
NEW SUBSIDIARY REQUIREMENTS.
THE ADMINISTRATIVE AGENT HEREBY
WAIVES (AND EACH LENDER HERETO AUTHORIZES THE ADMINISTRATIVE AGENT TO WAIVE) THE
NEW SUBSIDIARY REQUIREMENTS WITH RESPECT TO NEWCO SO LONG AS (I) NEWCO MERGES
WITH AND INTO GREAT LAKES ON ITS DATE OF FORMATION OR INCORPORATION OF NEWCO, AS
APPLICABLE, AND (II) GREAT LAKES DELIVERS TO THE ADMINISTRATIVE AGENT A
CERTIFICATE EVIDENCING THE CONSUMMATION OF THE MERGER OF NEWCO AND GREAT LAKES
FROM THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF DELAWARE WITHIN 5 DAYS
OF THE DATE OF THE FORMATION OR INCORPORATION, AS APPLICABLE, OF NEWCO (THE
"MERGER EVIDENCE").
IF ANY OF THE REQUIREMENTS IN CLAUSES (I) OR (II) OF THE
FOREGOING ARE NOT SATISFIED, NEWCO SHALL PROMPTLY COMPLY WITH THE NEW SUBSIDIARY
REQUIREMENTS.
6.
GENERAL CONDITIONS.
THE "GENERAL CONDITIONS" SHALL BE
DEEMED TO BE SATISFIED UPON THE ADMINISTRATIVE AGENT'S RECEIPT OF EACH OF THE
FOLLOWING, IN EACH CASE IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO
THE ADMINISTRATIVE AGENT:
(A)
EXECUTED COUNTERPARTS OF THIS AGREEMENT EXECUTED BY AUTHORIZED
OFFICERS OF THE BORROWER AND THE OTHER LOAN PARTIES, AND BY DULY AUTHORIZED
OFFICERS OF THE MAJORITY LENDERS;
(B)
A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF THE
BORROWER CERTIFYING AS TO (I) THE CURRENCY AND AUTHENTICITY OF THE RESOLUTIONS
OF THE BOARD OF DIRECTORS OF THE BORROWER AUTHORIZING ITS EXECUTION, PERFORMANCE
AND DELIVERY OF THIS AGREEMENT AND OF THE CREDIT AGREEMENT AS TO BE AMENDED
HEREBY, (II) THE NAMES, SIGNATURES AND INCUMBENCY OF THE OFFICERS OF THE
BORROWER AND (III) THE CURRENCY AND AUTHENTICITY OF THE CERTIFICATE OF
INCORPORATION AND BYLAWS OF THE BORROWER AS PREVIOUSLY DELIVERED TO THE
ADMINISTRATIVE AGENT;
(C)
PAYMENT IN FULL OF ALL FEES AND REASONABLE EXPENSES DUE TO THE
ADMINISTRATIVE AGENT AND TO BANC OF AMERICA SECURITIES, LLC IN ITS CAPACITY AS
THE ARRANGER WITH RESPECT TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION,
REASONABLE FEES AND DISBURSEMENTS OF LEGAL COUNSEL); AND
(D)
PAYMENT IN FULL FROM THE BORROWER, IN IMMEDIATELY AVAILABLE FUNDS,
OF AN AMENDMENT FEE PAYABLE TO EACH LENDER (EACH, A "CONSENTING LENDER")