AGENT IN ITS DISCRETION MAY REQUEST, SHALL NOT INCLUDE AN
EXCEPTION FOR MECHANICS' LIENS, AND SHALL PROVIDE FOR AFFIRMATIVE INSURANCE AND
SUCH REINSURANCE AS ADMINISTRATIVE AGENT IN ITS DISCRETION MAY REQUEST; AND (C)
TO THE EXTENT REQUESTED BY ADMINISTRATIVE AGENT, A SURVEY, IN FORM AND SUBSTANCE
SATISFACTORY TO ADMINISTRATIVE AGENT, OF EACH MORTGAGED PROPERTY DATED A RECENT
DATE ACCEPTABLE TO ADMINISTRATIVE AGENT, CERTIFIED BY A LICENSED PROFESSIONAL
SURVEYOR SATISFACTORY TO 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, BUT LESS THAN ONE (1) YEAR
PRIOR TO THE CLOSING DATE, SUCH SURVEY SHALL BE ACCEPTABLE SO LONG AS SUCH
SURVEY OTHERWISE COMPLIES WITH THE ALTA/ACSM STANDARDS REQUIRED BY
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, SO THAT THE TITLE INSURANCE
COMPANY WILL DELETE ANY GENERAL SURVEY EXCEPTION IN SUCH MORTGAGE POLICY.
(V)
PERFECTION.
BORROWER SHALL HAVE DELIVERED TO ADMINISTRATIVE
AGENT TRUE AND CORRECT COPIES OF PERFECTION CERTIFICATES IN THE FORM OF EXHIBIT
5.1(A)(V) (THE "PERFECTION CERTIFICATES"), EACH OF WHICH SHALL BE IN FULL FORCE
AND
50
EFFECT AND IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT AS OF THE
CLOSING DATE.
(VI)
TERMINATION OF EXISTING CREDIT FACILITIES.
ON THE CLOSING DATE,
THE TOTAL COMMITMENTS UNDER EACH OF THE EXISTING CREDIT AGREEMENTS 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 AGREEMENTS
SHALL HAVE BEEN REPAID IN FULL AND SUCH AGREEMENTS SHALL HAVE BEEN TERMINATED ON
TERMS AND CONDITIONS SATISFACTORY TO ADMINISTRATIVE AGENT AND THE REQUIRED
LENDERS AND BE OF NO FURTHER FORCE OR EFFECT AND THE CREDITORS THEREUNDER SHALL
HAVE TERMINATED, RELEASED OR MODIFIED ALL SECURITY INTERESTS AND LIENS ON THE
ASSETS OWNED BY BORROWER AND ITS SUBSIDIARIES IN A MANNER SATISFACTORY TO
ADMINISTRATIVE AGENT.
(VII)
INTERCREDITOR AGREEMENT.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A FULLY EXECUTED COPY OF THE INTERCREDITOR AGREEMENT.
(VIII)
HORIZON SUBORDINATION AGREEMENT.
BORROWER SHALL HAVE ON OR BEFORE
THE CLOSING DATE, ENTERED INTO AN AMENDED AND RESTATED SUBORDINATION AGREEMENT
WITH HORIZON VENTURES, L.C. IN FORM AND SUBSTANCE AND ON TERMS AND CONDITIONS
SATISFACTORY TO ADMINISTRATIVE AGENT (THE "HORIZON SUBORDINATION AGREEMENT").
(B)
CREDIT PARTY DOCUMENTS.
ON OR BEFORE THE CLOSING DATE, BORROWER
SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE ADMINISTRATIVE AGENT THE FOLLOWING
WITH RESPECT TO EACH CREDIT PARTY:
(I)
CERTIFIED COPIES OF ITS CERTIFICATE OR ARTICLES OF INCORPORATION,
AS THE CASE MAY BE, TOGETHER WITH A GOOD STANDING CERTIFICATE FROM THE SECRETARY
OF STATE OF THE JURISDICTION OF ITS INCORPORATION OR FORMATION AND EACH OTHER
STATE IN WHICH IT IS QUALIFIED AS A FOREIGN ENTITY TO DO BUSINESS, EXCEPT WHERE,
IN THE JUDGMENT OF ADMINISTRATIVE AGENT, THE FAILURE TO BE SO QUALIFIED IN A
FOREIGN JURISDICTION WOULD NOT BE MATERIAL