AGENT OR THE PRIOR AGENT
WITH EVIDENCE OF ZONING OR A COPY OF THE FINAL APPROVED PLANNED UNIT DEVELOPMENT
("PUD") MAP, PRELIMINARY DEVELOPMENT PLAN ("PDP") OR OTHER DEVELOPMENT PLAN FOR
THE PROJECT PERMITTING THE CONSTRUCTION OF THE IMPROVEMENTS AND CONTAINING ALL
USE OR BUILDING CONDITIONS OR RESTRICTIONS AFFECTING THE PROJECT AND APPROVED BY
THE APPROPRIATE GOVERNMENTAL AUTHORITY, AND ALL AMENDMENTS AND CHANGES THERETO
SINCE THE ORIGINAL EFFECTIVE DATE;
(G)
BORROWER SHALL HAVE FURNISHED TO THE AGENT OR TO THE PRIOR
AGENT CERTIFIED COPIES OF THE ISSUED ENTITLEMENTS AND ALL OTHER GOVERNMENTAL
APPROVALS AND PERMITS REQUIRED FOR THE PROJECT AND ISSUED AFTER THE ORIGINAL
EFFECTIVE DATE;
(H)
BORROWER SHALL HAVE FURNISHED THE AGENT OR THE PRIOR AGENT
WITH POLICIES OR BINDERS EVIDENCING THAT BORROWER HAS OBTAINED AND MAINTAINS
INSURANCE COVERAGE IN RESPECT OF BORROWER AND THE PROJECT IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 15.2 BELOW, AND PAID ALL INSURANCE PREMIUMS IN RESPECT
THEREOF;
(I)
ALL OF THE REPRESENTATIONS OF BORROWER AND GUARANTOR SET
FORTH IN THE LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS;
(J)
BORROWER SHALL HAVE FURNISHED THE AGENT AND THE LENDERS WITH
AN OPINION(S) FROM COUNSEL TO BORROWER, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE AGENT AND THE LENDERS;
50
(K)
BORROWER SHALL HAVE FURNISHED THE AGENT OR THE PRIOR AGENT
WITH A ZONING REPORT FROM PBR HAWAII AS TO VIOLATIONS AND ZONING, AND USE OF
PROPERTY AND OTHER NON-ZONING LAND USE PERMITS;
(L)
BORROWER SHALL HAVE FURNISHED THE AGENT WITH CURRENT, FEDERAL
TAX LIEN AND UCC SEARCHES IN RESPECT OF BORROWER, MEMBER AND GUARANTOR;
(M)
BORROWER SHALL HAVE FURNISHED THE LENDERS WITH CURRENT ANNUAL
FINANCIAL STATEMENTS OF MEMBER AND GUARANTOR, EACH IN FORM SATISFACTORY TO THE
LENDERS AND EACH CERTIFIED AS BEING TRUE, COMPLETE AND CORRECT BY THE PARTY TO
WHICH IT RELATES;
(N)
BORROWER SHALL HAVE FURNISHED THE AGENT WITH PROOF
SATISFACTORY TO THE AGENT OF ITS AUTHORITY, FORMATION AND GOOD STANDING IN THE
STATE OF ITS FORMATION AND QUALIFICATION IN THE STATE OF HAWAII;
(O)
BORROWER SHALL HAVE FURNISHED THE AGENT WITH (I) CERTIFIED
COPIES OF ALL ACTION TAKEN BY BORROWER, MEMBER AND ANY OTHER PRINCIPAL OF
BORROWER TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE, IN ACCORDANCE
WITH ITS TERMS, OF THIS AGREEMENT, THE NOTES, EACH OF THE OTHER LOAN DOCUMENTS
ENTERED INTO TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ON THE EFFECTIVE
DATE AND ANY OTHER DOCUMENTS REQUIRED OR CONTEMPLATED HEREUNDER OR THEREUNDER TO
WHICH IT IS A PARTY; (II) A CERTIFICATE OF INCUMBENCY WITH RESPECT TO THE
REPRESENTATIVES OF EACH BORROWER, MEMBER AND ANY OTHER PRINCIPAL OF BORROWER
AUTHORIZED AND DIRECTED TO EXECUTE AND DELIVER EACH SUCH LOAN DOCUMENT TO WHICH
IT IS A PARTY; (III) CERTIFICATES OF GOOD STANDING FOR BORROWER, MEMBER AND ANY
OTHER PRINCIPAL OF BORROWER FROM THE APPROPRIATE AUTHORITY IN THEIR
JURISDICTIONS OF FORMATION, AND (IV) CERTIFIED COPIES OF ALL ORGANIZATIONAL
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, FORMATION AND CORPORATE GOVERNANCE
DOCUMENTS, FOR BORROWER, MEMBER AND ANY OTHER PRINCIPAL OF BORROWER;
(P)
GUARANTOR SHALL HAVE FURNISHED