PROCEEDS OF THE
PERMANENT FINANCING AS PROMPTLY AS PRACTICABLE AFTER THE CLOSING DATE, WHICH
SHALL INCLUDE, WITHOUT LIMITATION:
(A)
AS SOON AS POSSIBLE, BUT NOT LATER THAN 60 DAYS AFTER THE CLOSING
DATE, THE BORROWER SHALL (I) COMPLETE AND MAKE AVAILABLE TO THE ARRANGER AND
POTENTIAL INVESTORS A PRELIMINARY OFFERING MEMORANDUM, CIRCULAR OR PROSPECTUS
FOR THE OFFER, SALE OR PLACEMENT OF ANY PERMANENT FINANCING PURSUANT TO RULE
144A OF THE RULES AND REGULATIONS UNDER THE SECURITIES ACT (THE "OFFERING
MATERIALS") WITH REGISTRATION RIGHTS, CONTAINING SUCH INFORMATION, DATA AND
DISCLOSURES AS MAY BE REQUIRED PURSUANT TO THE OFFERING REQUIREMENTS, AND (II)
CAUSE ANY PERMANENT FINANCING TO HAVE BEEN RATED BY S&P AND MOODY'S; PROVIDED,
THAT THE ADMINISTRATIVE AGENT MAY, IN ITS REASONABLE DISCRETION, EXTEND SUCH 60
DAY PERIOD WITH RESPECT TO EITHER, OR BOTH, OF CLAUSES (I) AND (II) BY
ADDITIONAL SUCCESSIVE PERIODS OF UP TO 60 DAYS EACH (THE DURATION OF EACH SUCH
PERIOD TO BE IN THE SOLE DISCRETION OF THE ADMINISTRATIVE AGENT) SO LONG AS NO
SUCH PERIOD EXTENDS TO, OR ANY DATE AFTER, THE BRIDGE MATURITY DATE.
(B)
THE BORROWER SHALL COMPLY WITH THE TERMS OF THE FEE LETTER AND THE
ENGAGEMENT LETTER, EACH OF WHICH THE BORROWER HEREBY CONFIRMS AND AGREES REMAINS
IN FULL FORCE AND EFFECT AND SHALL CONTINUE AS SUCH IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS NOTWITHSTANDING THE EXECUTION AND DELIVERY OF THIS AGREEMENT;
PROVIDED THAT, TO THE EXTENT THAT THE PROVISIONS OF SECTION 2 OF THE FEE LETTER
DIRECTLY CONFLICT WITH SECTION 6.16(A) HEREOF, THE PROVISIONS OF SECTION 6.16(A)
SHALL CONTROL.
6.17
EXCHANGE NOTE INDENTURE.
IF ANY OBLIGATIONS UNDER THE BRIDGE
FACILITY REMAIN OUTSTANDING ON THE DATE THAT IS 270 DAYS AFTER THE CLOSING DATE:
(A)
THE BORROWER SHALL COMMENCE PREPARATION OF AN INDENTURE (THE
"EXCHANGE NOTE INDENTURE") PURSUANT TO WHICH THE EXCHANGE NOTES SHALL BE ISSUED
AND GOVERNING THE TERMS AND CONDITIONS OF THE EXCHANGE NOTES AND A REGISTRATION
RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT"), IN EACH CASE IN THE FORM
OF THE ARRANGER'S STANDARD INDENTURES AND REGISTRATION RIGHTS AGREEMENTS, IN
EACH CASE, WHICH SHALL CONTAIN SUCH TERMS, COVENANTS, CONDITIONS,
REPRESENTATIONS, WARRANTIES, DEFAULTS, INDEMNITIES AND SHALL HAVE THE FORM,
TERM, YIELD, GUARANTEES, SUBORDINATION PROVISIONS AND OTHER TERMS AS ARE
CUSTOMARY FOR SECURITIES OR OTHER FINANCINGS OF THE TYPE SIMILAR TO EXCHANGE
NOTES ISSUED IN CONNECTION WITH A BRIDGE FINANCING, ALL AS DETERMINED BY THE
ARRANGER IN ITS REASONABLE DISCRETION, AS WELL AS SUCH OTHER TERMS AND
CONDITIONS AS THE ARRANGER AND ITS COUNSEL MAY CONSIDER APPROPRIATE IN LIGHT OF
THEN PREVAILING MARKET CONDITIONS APPLICABLE TO SIMILAR FINANCINGS OR IN LIGHT
OF ANY ASPECT OF THE PERMANENT FINANCING OR THE TRANSACTION THAT REQUIRES SUCH
OTHER TERMS OR CONDITIONS;
(B)
NO LATER THAN 300 DAYS AFTER THE CLOSING DATE, EACH LOAN PARTY
SHALL EXECUTE, DELIVER INTO ESCROW AND COMPLY WITH, OR CAUSE TO BE DELIVERED
INTO ESCROW, THE EXCHANGE NOTE INDENTURE, THE REGISTRATION RIGHTS AGREEMENT,
LEGAL OPINIONS, COMFORT LETTERS, OFFICERS' CERTIFICATES AND ALL OTHER CUSTOMARY
CLOSING DOCUMENTS AND REQUIREMENTS, ALL IN FORM AND SUBSTANCE