form which enables the
Administrative Agent to specifically review the respective amendments,
modifications and waivers, in each case certified as such by an Authorized
Officer of the Borrower (or such officer shall have certified there have been no
amendments, modifications or waivers), and certifying that same meets the
requirements of the definition of Merger Agreement contained herein.
6.16.
Facilities Under the First Lien Credit Agreement.
The First Lien
Credit Documents shall have been executed and delivered, and the Borrower shall
have the benefit of commitments to lend gross cash proceeds thereunder of not
less than $2,300,000,000 (or such lesser amount determined by the Borrower to be
sufficient to consummate the Transaction).
6.17.
Intercreditor Agreement.
On the Initial Borrowing Date, each
Credit Party, the Collateral Agent (for and on behalf of the Secured Creditors)
(and the trustee for any issue of Permitted Second Lien Notes then outstanding)
and the First Lien Agent (for and on behalf of the First Lien Secured Creditors)
shall have duly authorized, executed and delivered the Intercreditor Agreement,
and the Intercreditor Agreement shall be in full force and effect.
6.18.
Mortgage; Title Insurance; Survey; Landlord Waivers; etc.
On the
Initial Borrowing Date, but subject to Section 6.10(b), the Collateral Agent
shall have received:
(I)
ORIGINAL COUNTERPARTS OF MORTGAGES FULLY EXECUTED BY THE
APPLICABLE CREDIT PARTY AND CORRESPONDING UCC FIXTURE FILINGS, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT, WHICH MORTGAGES AND
UCC FIXTURE FILINGS SHALL COVER EACH ORIGINAL MORTGAGED PROPERTY, TOGETHER WITH
EVIDENCE THAT SUCH COUNTERPARTS OF SUCH MORTGAGES AND UCC FIXTURE FILINGS HAVE
BEEN DELIVERED TO THE TITLE INSURANCE COMPANY INSURING THE LIEN OF SUCH MORTGAGE
FOR RECORDING;
(II)
WITH RESPECT TO EACH ORIGINAL MORTGAGED PROPERTY, A MORTGAGE
POLICY, OR UNCONDITIONAL COMMITMENT THEREFOR, ISSUED BY THE TITLE INSURANCE
COMPANY, IN AN INSURED AMOUNT EQUAL TO EITHER 100% OF THE REASONABLY ESTIMATED
FAIR MARKET VALUE OF SUCH ORIGINAL MORTGAGED PROPERTY OR AN ALLOCATED LOAN
AMOUNT, IN COLLATERAL AGENT'S REASONABLE DISCRETION, AND INSURING THE COLLATERAL
AGENT THAT THE MORTGAGE ON EACH SUCH MORTGAGED PROPERTY IS A VALID AND
ENFORCEABLE MORTGAGE LIEN ON SUCH MORTGAGED PROPERTY, FREE AND CLEAR OF ALL
DEFECTS AND ENCUMBRANCES EXCEPT PERMITTED ENCUMBRANCES, WITH EACH SUCH MORTGAGE
POLICY (1) TO BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COLLATERAL
AGENT, (2) TO INCLUDE, TO THE EXTENT AVAILABLE IN THE APPLICABLE JURISDICTION,
SUPPLEMENTAL ENDORSEMENTS (INCLUDING, WITHOUT LIMITATION, ENDORSEMENTS RELATING
TO FUTURE ADVANCES UNDER THIS AGREEMENT AND THE LOANS, USURY, FIRST LOSS, TAX
PARCEL, SUBDIVISION, ZONING, CONTIGUITY, VARIABLE RATE, DOING BUSINESS, PUBLIC
ROAD ACCESS, SURVEY, ENVIRONMENTAL LIEN, MORTGAGE TAX AND SO-CALLED
COMPREHENSIVE COVERAGE OVER COVENANTS AND RESTRICTIONS AND FOR ANY OTHER MATTERS
THAT THE COLLATERAL AGENT IN ITS DISCRETION MAY REASONABLY REQUEST), (3) TO
EXCLUDE THE "STANDARD" TITLE EXCEPTIONS, AND (4) TO PROVIDE FOR AFFIRMATIVE
INSURANCE AND SUCH REINSURANCE OR COINSURANCE AS THE COLLATERAL AGENT IN ITS
DISCRETION MAY REASONABLY REQUEST;
(III)
TO INDUCE THE TITLE INSURANCE COMPANY TO ISSUE THE MORTGAGE
POLICIES REFERRED TO IN SUBSECTION (II) ABOVE, SUCH AFFIDAVITS, CERTIFICATES,
INFORMATION AND