AND AS REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT; (D) NAME THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE
LENDERS AS THE INSURED THEREUNDER; (E) BE IN THE FORM OF ALTA LOAN POLICY - 1970
(AMENDED 10/17/70 AND 10/17/84) (OR EQUIVALENT POLICIES); (F) CONTAIN SUCH
ENDORSEMENTS AND AFFIRMATIVE COVERAGE AS THE ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST AND (G) BE ISSUED BY TITLE COMPANIES REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT (INCLUDING ANY SUCH TITLE COMPANIES ACTING AS CO-INSURERS
OR REINSURERS, AT THE OPTION OF THE ADMINISTRATIVE AGENT).
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED EVIDENCE REASONABLY SATISFACTORY TO IT THAT ALL
PREMIUMS IN RESPECT OF EACH SUCH ENDORSEMENT TO ANY SUCH POLICY, ALL CHARGES FOR
MODIFICATION RECORDING TAX, AND ALL RELATED EXPENSES, IF ANY, HAVE BEEN PAID.
(IV)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (A) A POLICY OF FLOOD
INSURANCE THAT (1) COVERS ANY PARCEL OF IMPROVED OWNED REAL PROPERTY LOCATED IN
A FEDERALLY RECOGNIZED FLOOD ZONE THAT IS ENCUMBERED BY ANY MORTGAGE, (2) IS
WRITTEN IN AN AMOUNT NOT LESS THAN THE OUTSTANDING PRINCIPAL AMOUNT OF THE
INDEBTEDNESS SECURED BY SUCH MORTGAGE THAT IS REASONABLY ALLOCABLE TO SUCH OWNED
REAL PROPERTY OR THE MAXIMUM LIMIT OF COVERAGE MADE AVAILABLE WITH RESPECT TO
THE PARTICULAR TYPE OF PROPERTY UNDER THE NATIONAL FLOOD INSURANCE ACT OF 1968,
WHICHEVER IS LESS, AND (3) HAS A TERM ENDING NOT LATER THAN THE MATURITY OF THE
INDEBTEDNESS SECURED BY SUCH MORTGAGE AND (B) CONFIRMATION THAT THE BORROWER HAS
RECEIVED THE NOTICE REQUIRED PURSUANT TO SECTION 208(E)(3) OF REGULATION H OF
THE BOARD.
(V)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A COPY OF ALL
RECORDED DOCUMENTS REFERRED TO, OR LISTED AS EXCEPTIONS TO TITLE IN, THE TITLE
POLICY OR POLICIES REFERRED TO IN CLAUSE (III) ABOVE AND A COPY OF ALL OTHER
MATERIAL DOCUMENTS AFFECTING THE MORTGAGED PROPERTIES.
(L)
SOLVENCY CERTIFICATE.
THE LEAD ARRANGER SHALL HAVE RECEIVED AND SHALL BE
REASONABLY SATISFIED WITH A SOLVENCY CERTIFICATE OF THE CHIEF FINANCIAL OFFICER
OF THE BORROWER
59
SUBSTANTIALLY IN THE FORM OF EXHIBIT K, WHICH SHALL DOCUMENT THE SOLVENCY OF THE
LOAN PARTIES AFTER GIVING EFFECT TO THE REFINANCING AND OTHER TRANSACTIONS
CONTEMPLATED HEREBY.
(M)
INSURANCE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED INSURANCE
CERTIFICATES SATISFYING THE REQUIREMENTS OF SECTION 5.3 OF THE GUARANTEE AND
COLLATERAL AGREEMENT.
(N)
ENVIRONMENTAL.
THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL HAVE
RECEIVED A CERTIFICATE AND RELEASE FOR ENVIRONMENTAL CONDITIONS ISSUED TO THE
BORROWER BY THE CITY OF WICHITA, KANSAS WITH RESPECT TO THE BORROWER'S PROPERTY
LOCATED AT 120 E. FIRST STREET, WICHITA, KANSAS.
(O)
SENIOR DEBT.
AN OFFICER OF THE BORROWER SHALL CERTIFY IN WRITING TO THE
ADMINISTRATIVE AGENT THAT THE INCURRENCE OF INDEBTEDNESS ON THE RESTATEMENT DATE
AND AT ANY TIME THEREAFTER UNDER THIS AGREEMENT IS PERMITTED UNDER THE INDENTURE
GOVERNING THE SENIOR SUBORDINATED NOTES AND THAT THE DEBT SO INCURRED WILL
CONSTITUTE SENIOR DEBT AND DESIGNATED SENIOR DEBT UNDER AND AS DEFINED IN SUCH
INDENTURE.
(P)
NON-CONTINUING LENDERS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
WRITTEN VERIFICATION ACCEPTABLE TO IT THAT THE LENDERS