(II) AN OPINION LETTER OF WINSTON & STRAWN LLP, COUNSEL TO THE BORROWER,
ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS, ADDRESSING MATTERS
RELATED TO THIS
10
AGREEMENT AND THE BORROWER MERGER, IN EACH CASE, AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST; AND
(III) EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT OF THE
CONSUMMATION OF THE BORROWER MERGER; AND
(IV) A REAFFIRMATION AGREEMENT BETWEEN BORROWER (AFTER GIVING EFFECT TO THE
BORROWER MERGER) AND THE ADMINISTRATIVE AGENT;
(V) GOOD STANDING CERTIFICATES FOR HOLDINGS, BORROWER, ALDABRA MERGER SUB AND
GREAT LAKES HOLDINGS FROM THE SECRETARY OF STATE OF THE STATE OF DELAWARE; AND
(VI) A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWER CERTIFYING THAT, (A)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, BOTH BEFORE AND
IMMEDIATELY AFTER GIVING EFFECT TO THE CONSUMMATION OF THE BORROWER MERGER AND
(B) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5.1 OF THE CREDIT
AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS ON AND AS OF THE DATE OF THE CONSUMMATION OF SUCH MERGER AS
THOUGH MADE ON SUCH DATE EXCEPT FOR ANY REPRESENTATION OR WARRANTY WHICH IS
SPECIFIED AS BEING MADE AS OF AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATION
OR WARRANTY SHALL ONLY SPEAK AS OF SUCH EARLIER DATE.
8.
REPRESENTATIONS, WARRANTIES AND COVENANTS.
(A)
THE BORROWER AND EACH OTHER LOAN PARTY HEREBY REPRESENTS AND
WARRANTS THAT THIS AGREEMENT AND THE CREDIT AGREEMENT AS AMENDED HEREBY
(COLLECTIVELY, THE "AMENDMENT DOCUMENTS") CONSTITUTE LEGAL, VALID AND BINDING
OBLIGATIONS OF THE BORROWER AND THE OTHER LOAN PARTIES ENFORCEABLE AGAINST THE
BORROWER AND THE OTHER LOAN PARTIES IN ACCORDANCE WITH THEIR TERMS.
(B)
THE BORROWER AND EACH OTHER LOAN PARTY HEREBY REPRESENTS AND
WARRANTS THAT (I) ITS EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND
THE CREDIT AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL PROPER CORPORATE OR
LIMITED LIABILITY COMPANY ACTION, DO NOT VIOLATE ANY PROVISION OF ITS
ORGANIZATIONAL DOCUMENTS, WILL NOT VIOLATE ANY LAW, REGULATION, COURT ORDER OR
WRIT APPLICABLE TO IT, AND WILL NOT REQUIRE THE APPROVAL OR CONSENT OF ANY
GOVERNMENTAL AGENCY, OR OF ANY OTHER THIRD PARTY UNDER THE TERMS OF ANY CONTRACT
OR AGREEMENT TO WHICH IT OR ANY OF ITS AFFILIATES IS BOUND (WHICH HAS NOT BEEN
PREVIOUSLY OBTAINED), INCLUDING WITHOUT LIMITATION, THE NOTE INDENTURE AND THE
BONDING AGREEMENT AND (II) AFTER GIVING EFFECT TO THE AMENDMENTS CONTEMPLATED BY
SECTIONS 1 AND 2 OF THIS AGREEMENT, ALL OBLIGATIONS WILL CONSTITUTE, AND IF THE
FULL AMOUNT OF THE REVOLVING COMMITMENT WERE UTILIZED BY THE BORROWER ALL
OBLIGATIONS ARISING WITH RESPECT THERETO WOULD CONSTITUTE, "PERMITTED DEBT"
UNDER AND AS DEFINED IN SECTION 4.09 OF THE NOTE INDENTURE.
(C)
THE BORROWER AND EACH OTHER LOAN PARTY HEREBY REPRESENTS AND
WARRANTS THAT, BOTH BEFORE AND AFTER GIVING EFFECT TO THE PROVISIONS OF THIS
AGREEMENT, (I) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR
WILL HAVE OCCURRED AND BE CONTINUING AND (II) ALL OF THE REPRESENTATIONS AND
WARRANTIES OF