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
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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
ARRANGERS SHALL HAVE RECEIVED AND SHALL BE REASONABLY SATISFIED WITH A SOLVENCY
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OF THE BORROWER SUBSTANTIALLY IN THE
FORM OF EXHIBIT L, 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)
SENIOR DEBT.
AN OFFICER OF THE BORROWER
SHALL CERTIFY IN WRITING TO THE ADMINISTRATIVE AGENT THAT THE INCURRENCE OF
INDEBTEDNESS ON THE CLOSING 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.
(O)
MISCELLANEOUS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS, AGREEMENTS, CERTIFICATES AND
INFORMATION AS IT SHALL REASONABLY REQUEST.
6.2.
Conditions to Each Extension of Credit.
The
agreement of each Lender to make any extension of credit requested to be made by
it on any date (including its initial extension of credit) is subject to the
satisfaction of the following conditions precedent:
(A)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING (BOTH PRIOR TO, AND AFTER GIVING EFFECT TO
SUCH EXTENSION OF CREDIT).
(B)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE
REPRESENTATIONS AND WARRANTIES MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE LOAN
DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH
DATE AS IF MADE ON AND AS OF SUCH DATE, AND AFTER GIVING EFFECT TO THE
EXTENSIONS OF CREDIT REQUESTED TO BE MADE ON SUCH DATE, EXCEPT FOR
REPRESENTATIONS AND WARRANTIES WHICH SPECIFICALLY RELATE TO AN EARLIER SPECIFIC
DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE.
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(c)
No Change.
Since December 31, 2004, there has been no