IN ANY OF THE OTHER LOAN DOCUMENTS OR IN
THE OTHER RELATED DOCUMENTS; AND
(B)
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL LOAN DOCUMENTS, OTHER
DOCUMENTS, INSTRUMENTS, POLICIES, AND FORMS OF EVIDENCE OR OTHER MATERIALS
REQUESTED BY ADMINISTRATIVE AGENT OR ANY LENDER UNDER THE TERMS OF THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; AND
(C)
WITH RESPECT TO THE INITIAL ADVANCE ONLY, ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED, REVIEWED AND APPROVED IN FORM AND SUBSTANCE SATISFACTORY TO
ADMINISTRATIVE AGENT:
(I) RESERVED; (II) AN ENVIRONMENTAL QUESTIONNAIRE AND
ENVIRONMENTAL SITE ASSESSMENT WITH RESPECT TO THE PRESENCE, IF ANY, OF HAZARDOUS
MATERIALS ON THE PROPERTY; (III) COPIES OF ALL AGREEMENTS WHICH ARE MATERIAL TO
THE OCCUPANCY AND OPERATION OF THE PROPERTY; (V) COPIES OF ALL BUILDING PERMITS
AND PERMITS REQUIRED IN CONNECTION WITH THE DEVELOPMENT OF THE PROPERTY
INCLUDING, WITHOUT LIMITATION, ANY DOCUMENTATION RELATING TO THE ENTITLEMENT OF
KAPALUA MAUKA; (VI) COPIES OF ANY INITIAL STUDY, NEGATIVE DECLARATION, MITIGATED
NEGATIVE DECLARATION, ENVIRONMENTAL IMPACT REPORT, NOTICE OF DETERMINATION OR
NOTICE OF EXEMPTION PREPARED, ADOPTED, CERTIFIED OR FILED BY OR WITH ANY
GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE PROPERTY; (VII) AN APPRAISAL OF
THE PROPERTY; AND (VIII) SUCH FINANCIAL AND OTHER INFORMATION ABOUT THE BORROWER
AND THE PROPERTY AS THE ADMINISTRATIVE AGENT SHALL HAVE REQUESTED IN ITS SOLE
DISCRETION INCLUDING, WITHOUT LIMITATION, ABOUT ANY LEASES AND TENANTS OF THE
PROPERTY.
(D)
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM EACH LENDER SUCH
LENDER'S PRO RATA SHARE OF SUCH DISBURSEMENT;
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AN APPLICATION FOR
ADVANCE;
22
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER
APPROVALS, OPINIONS OF COUNSEL AND DOCUMENTS AS THE ADMINISTRATIVE AGENT MAY
REQUEST IN ITS REASONABLE DISCRETION RELATING TO THE PROPERTY, THE BORROWER, THE
LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY:
(G)
THE REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWER IN THE
LOAN DOCUMENTS SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE SUCH ADVANCE IS
MADE, WITH THE SAME EFFECT AS IF MADE ON AND AS OF SUCH DATE (EXCEPT TO THE
EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER
DATE); AND
(H)
NO ACT, OMISSION, CHANGE, OCCURRENCE OR EVENT WHICH HAS A MATERIAL
ADVERSE EFFECT SHALL HAVE OCCURRED SINCE THE EFFECTIVE DATE; AND
(I)
BORROWER SHALL PROVIDE, AT BORROWER'S EXPENSE, AN OPINION OF
LEGAL COUNSEL IN FORM AND CONTENT SATISFACTORY TO ADMINISTRATIVE AGENT TO THE
EFFECT THAT:
(A) UPON DUE AUTHORIZATION, EXECUTION AND RECORDATION OR FILING AS
MAY BE SPECIFIED IN THE OPINION, EACH OF THE LOAN DOCUMENTS AND OTHER RELATED
DOCUMENTS SHALL BE LEGAL, VALID AND BINDING INSTRUMENTS, ENFORCEABLE AGAINST THE
MAKERS THEREOF IN ACCORDANCE WITH THEIR RESPECTIVE TERMS; (B) BORROWER AND
LEASEHOLD MORTGAGOR ARE DULY FORMED AND HAVE ALL REQUISITE AUTHORITY TO ENTER
INTO THE LOAN DOCUMENTS AND OTHER RELATED DOCUMENTS; AND (C) SUCH OTHER MATTERS,
INCIDENT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AS ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST.
3.2
ACCOUNT, PLEDGE AND ASSIGNMENT, AND DISBURSEMENT AUTHORIZATION.
The proceeds of the Loan, when qualified for disbursement, shall be deposited