OF DELIVERY ANY EXTERIOR CONSTRUCTION ON
THE SITE OF SUCH MORTGAGED PROPERTY, IN WHICH EVENT SUCH SURVEY SHALL BE DATED
(OR REDATED) AFTER THE COMPLETION OF SUCH CONSTRUCTION OR IF SUCH CONSTRUCTION
SHALL NOT HAVE BEEN COMPLETED AS OF SUCH DATE OF DELIVERY, NOT EARLIER THAN
20 DAYS PRIOR TO SUCH DATE OF DELIVERY, (B) CERTIFIED BY THE SURVEYOR (IN A
MANNER REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT) TO THE COLLATERAL AGENT
AND THE TITLE INSURANCE COMPANY INSURING THE MORTGAGE, (C) COMPLYING IN ALL
MATERIAL RESPECTS WITH THE MINIMUM DETAIL REQUIREMENTS OF THE AMERICAN LAND
TITLE ASSOCIATION AND AMERICAN CONGRESS OF SURVEYING AND MAPPING AS SUCH
REQUIREMENTS ARE IN EFFECT ON THE DATE OF PREPARATION OF SUCH SURVEY AND
(D) SUFFICIENT FOR SUCH TITLE INSURANCE COMPANY TO REMOVE ALL STANDARD SURVEY
EXCEPTIONS FROM THE TITLE INSURANCE POLICY RELATING TO SUCH MORTGAGED PROPERTY
OR OTHERWISE REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT;
(J)
EVIDENCE OF THE INSURANCE REQUIRED BY THE TERMS OF THE MORTGAGES;
(K)
EXCEPT AS OTHERWISE CONTEMPLATED BY ANY SECURITY DOCUMENT, EACH
LOAN PARTY SHALL HAVE OBTAINED ALL CONSENTS AND APPROVALS REQUIRED TO BE
OBTAINED BY IT IN CONNECTION WITH (I) THE EXECUTION AND DELIVERY OF ALL SECURITY
DOCUMENTS (OR SUPPLEMENTS THERETO) TO WHICH IT IS A PARTY AND THE GRANTING BY IT
OF THE LIENS THEREUNDER AND (II) THE PERFORMANCE OF ITS OBLIGATIONS THEREUNDER;
AND
(L)
AFTER THE CLOSING DATE, THE COLLATERAL AGENT SHALL HAVE RECEIVED
(I) SUCH OTHER SECURITY DOCUMENTS AS MAY BE REQUIRED TO BE DELIVERED PURSUANT TO
SECTION 5.10, AND (II) UPON REASONABLE REQUEST BY THE COLLATERAL AGENT, EVIDENCE
OF COMPLIANCE WITH ANY OTHER REQUIREMENTS OF SECTION 5.10.
9
"Commitment Fee" shall have the meaning assigned to such term in
Section 2.12(a).
"Commitments" shall mean (a) with respect to any Lender, such Lender's Revolving
Facility Commitment (including any Incremental Revolving Facility Commitment),
Term B Loan Commitment and Incremental Term Loan Commitment and (b) with respect
to any Swingline Lender, its Swingline Commitment.
"Conduit Lender" shall mean any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided, that the designation by any Lender of a Conduit Lender shall not
relieve the designating Lender of any of its obligations to fund a Loan under
this Agreement if, for any reason, its Conduit Lender fails to fund any such
Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or
requested under this Agreement with respect to its Conduit Lender; provided,
further, that no Conduit Lender shall (a) be entitled to receive any greater
amount pursuant to Section 2.15, 2.16, 2.17 or 9.05 than the designating Lender
would have been entitled to receive in respect of the extensions of credit made
by such Conduit Lender or (b) be deemed to have any Commitment.
"Consent Solicitation" shall mean the solicitation by