ENFORCEABLE FIRST PRIORITY
MORTGAGE LIENS ON THE RESPECTIVE MORTGAGED PROPERTIES, FREE AND CLEAR OF ALL
DEFECTS, ENCUMBRANCES AND OTHER LIENS EXCEPT PERMITTED LIENS, AND THE MORTGAGE
POLICIES SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT
AND SHALL INCLUDE, AS APPROPRIATE, AN ENDORSEMENT FOR FUTURE ADVANCES UNDER THIS
AGREEMENT AND THE NOTES AND FOR ANY OTHER MATTER THAT THE ADMINISTRATIVE AGENT
IN ITS DISCRETION MAY REQUEST, SHALL NOT INCLUDE AN EXCEPTION FOR MECHANICS'
LIENS, AND SHALL PROVIDE FOR AFFIRMATIVE INSURANCE AND SUCH REINSURANCE AS THE
ADMINISTRATIVE AGENT IN ITS DISCRETION MAY REQUEST; AND
(III)
TO THE EXTENT REQUESTED BY THE ADMINISTRATIVE AGENT, A SURVEY, IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, OF EACH MORTGAGED
PROPERTY DATED A RECENT DATE ACCEPTABLE TO THE ADMINISTRATIVE AGENT, CERTIFIED
BY A LICENSED PROFESSIONAL SURVEYOR SATISFACTORY TO THE ADMINISTRATIVE AGENT,
PROVIDED, HOWEVER, IN THE EVENT THAT ANY SURVEY DELIVERED PURSUANT TO THIS
PROVISION IS DATED ON A DATE WHICH IS MORE THAN SIX (6) MONTHS PRIOR TO THE
CLOSING DATE, SUCH SURVEY SHALL BE ACCEPTABLE SO LONG AS SUCH SURVEY OTHERWISE
COMPLIES WITH THE ALTA/ACSM STANDARDS REQUIRED BY THE ADMINISTRATIVE AGENT, AND
THE OWNER AND/OR LESSEE OF THE MORTGAGED PROPERTY DELIVERS A "NO CHANGE SURVEY
AFFIDAVIT" IN A FORM WHICH IS ACCEPTABLE TO THE TITLE INSURANCE COMPANY ISSUING
THE MORTGAGE POLICY AND THE TITLE INSURANCE COMPANY WILL DELETE ANY GENERAL
SURVEY EXCEPTION IN SUCH MORTGAGE POLICY;
(G)
PERFECTION CERTIFICATES.
ADMAT AND EACH OF ITS DOMESTIC
SUBSIDIARIES SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT TRUE AND CORRECT
COPIES OF PERFECTION CERTIFICATES IN THE FORM OF EXHIBIT 5.1(F) TO THE CREDIT
AGREEMENT, EACH OF WHICH SHALL BE IN FULL FORCE AND EFFECT AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AS OF THE CLOSING DATE;
(H)
TERMINATION OF PRIOR CREDIT AGREEMENT.
ON THE FIRST AMENDMENT
EFFECTIVE DATE, THE TOTAL COMMITMENTS UNDER THAT CERTAIN CREDIT AGREEMENT AMONG
ADMAT, CERTAIN SUBSIDIARIES FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO DATED AS
OF JUNE 30, 2003 (AS AMENDED) SHALL HAVE BEEN TERMINATED, ALL LOANS THEREUNDER
SHALL HAVE BEEN REPAID IN FULL, TOGETHER WITH INTEREST THEREON, AND ALL OTHER
AMOUNTS OWING PURSUANT TO SUCH AGREEMENT SHALL HAVE BEEN REPAID IN FULL AND SUCH
AGREEMENT SHALL HAVE BEEN TERMINATED ON TERMS AND CONDITIONS SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS AND BE OF NO FURTHER FORCE OR
EFFECT AND THE CREDITORS THEREUNDER SHALL HAVE TERMINATED OR RELEASED ALL
SECURITY INTERESTS AND LIENS ON THE ASSETS OWNED BY ADMAT AND ITS SUBSIDIARIES
IN A MANNER SATISFACTORY TO THE ADMINISTRATIVE AGENT, IT BEING UNDERSTOOD AND
AGREED THAT FOR ALL PURPOSES UNDER THIS AGREEMENT, SUCH REPAYMENT SHALL BE
DEEMED TO OCCUR SIMULTANEOUSLY WITH THE EFFECTIVENESS OF THIS AGREEMENT;
(I)
REDEMPTION OF ADMAT SECOND PRIORITY NOTES.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED SATISFACTORY EVIDENCE OF THE REDEMPTION, REPURCHASE OR
DEFEASANCE OF 100% OF THE ISSUED AND OUTSTANDING 11% SENIOR SECURED NOTES DUE
2010 ISSUED BY ADMAT