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.
(VI)
PERFECTION.
EACH CREDIT PARTY SHALL HAVE DELIVERED TO
ADMINISTRATIVE AGENT TRUE AND CORRECT COPIES OF PERFECTION CERTIFICATES IN THE
FORM OF EXHIBIT 5.1(A)(VI) (THE "PERFECTION CERTIFICATES"), EACH OF WHICH SHALL
BE IN FULL FORCE AND
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EFFECT AND IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT AS OF THE
CLOSING DATE.
(VII)
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 THE COMPANY AND ITS SUBSIDIARIES IN A MANNER SATISFACTORY TO
ADMINISTRATIVE AGENT.
(VIII)
HORIZON SUBORDINATION AGREEMENT.
THE COMPANY 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, THE
BORROWERS SHALL DELIVER OR CAUSE TO BE DELIVERED TO ADMINISTRATIVE AGENT THE
FOLLOWING WITH RESPECT TO EACH CREDIT PARTY:
(I)
CERTIFIED COPIES OF ITS CERTIFICATE OR ARTICLES OF INCORPORATION
OR CERTIFICATE OF FORMATION, 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 AND,
TO THE EXTENT GENERALLY AVAILABLE, A CERTIFICATE OR OTHER EVIDENCE OF