52
REQUEST, INCLUDING SUCH RESOLUTIONS AND/OR CONSENTS AND INCUMBENCY CERTIFICATES
AS MAY BE REQUESTED BY AGENT, CERTIFIED IN EACH CASE BY THE APPLICABLE BORROWER
ENTITY;
(15)
OWNERSHIP STRUCTURE CHART.
A CHART SHOWING ALL
DIRECT AND INDIRECT OWNERSHIP INTERESTS IN BORROWER AND THE MEMBERS (BUT NOT
INCLUDING ANY DIRECT OR INDIRECT OWNERSHIP INTERESTS IN EITHER GUARANTOR
PROVIDED THAT THE SHARES OF SUCH GUARANTOR ARE LISTED ON A NATIONALLY RECOGNIZED
EXCHANGE), TO THE EXTENT REQUIRED BY AGENT, IN FORM AND SUBSTANCE ACCEPTABLE TO
AGENT AND CERTIFIED BY BORROWER OR THE APPLICABLE MEMBER, AS TRUE, COMPLETE AND
CORRECT IN ALL RESPECTS AS OF THE CLOSING DATE;
(16)
BUDGETS.
THE BUDGETS, CERTIFIED BY BORROWER;
(17)
SEARCHES.
TO THE EXTENT REQUIRED BY AGENT,
CURRENT TAX LIEN, PENDING LITIGATION, BANKRUPTCY, JUDGMENT LIEN AND UNIFORM
COMMERCIAL CODE SEARCHES AGAINST EACH BORROWER ENTITY AND SUCH OTHER ENTITIES AS
AGENT SHALL REQUEST, IN SUCH JURISDICTIONS AND OFFICES AS AGENT SHALL DESIGNATE,
DATED NOT EARLIER THAN 30 DAYS BEFORE THE CLOSING DATE.
SUCH SEARCHES SHALL NOT
HAVE REVEALED ANY LIEN, LITIGATION, BANKRUPTCY OR FILING AGAINST ANY SUCH
ENTITIES OTHER THAN THOSE ACCEPTABLE TO AGENT; AND
(18)
PLAN AND COST REVIEW.
A PLAN AND COST REVIEW
PREPARED BY CONSTRUCTION CONSULTANT AND ACCEPTABLE TO AGENT.
(J)
LEGAL OPINIONS.
AGENT SHALL HAVE
RECEIVED OPINIONS ADDRESSED TO AGENT IN FORM AND SUBSTANCE SATISFACTORY TO AGENT
AND AGENT'S COUNSEL FROM COUNSEL SATISFACTORY TO AGENT AS TO SUCH MATTERS
(INCLUDING, WITHOUT LIMITATION, ZONING MATTERS, THE GUARANTEED MAXIMUM PRICE
CONTRACT AND THE GMP GUARANTY) AS AGENT SHALL REQUEST.
(K)
UNION LABOR.
AGENT SHALL HAVE RECEIVED
EVIDENCE SATISFACTORY TO IT (AND AGENT ACKNOWLEDGES THAT THE EXECUTION BY
GENERAL CONTRACTOR OF THE GENERAL CONTRACTOR'S CERTIFICATE SHALL BE SATISFACTORY
EVIDENCE) THAT ALL WORK PERFORMED IN CONNECTION WITH THE CONSTRUCTION OF THE
PROJECT HAS BEEN PERFORMED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 7.37
HEREOF.
(L)
NOTICES.
ALL NOTICES REQUIRED BY ANY
GOVERNMENTAL AUTHORITY OR BY ANY APPLICABLE LEGAL REQUIREMENTS TO BE FILED PRIOR
TO THE DATE OF THIS AGREEMENT IN CONNECTION WITH THE PROJECT OR THE PROJECT LOAN
SHALL HAVE BEEN FILED.
(M)
APPRAISAL.
AN APPRAISAL SATISFACTORY TO AGENT
PREPARED BY AN APPRAISER SATISFACTORY TO AGENT (AN "APPRAISAL").
(N)
PERFORMANCE; NO DEFAULT.
EACH BORROWER
ENTITY SHALL HAVE PERFORMED AND COMPLIED WITH ALL TERMS AND CONDITIONS OF THE
PROJECT LOAN DOCUMENTS TO WHICH EACH IS A PARTY REQUIRED TO BE PERFORMED OR
COMPLIED WITH BY IT AT OR PRIOR TO THE
53
CLOSING DATE, AND ON THE CLOSING DATE, THERE SHALL EXIST NO DEFAULT OR EVENT OF
DEFAULT HEREUNDER.
(O)
REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWER ENTITIES IN THE PROJECT LOAN
DOCUMENTS OR OTHERWISE MADE BY OR ON BEHALF OF SUCH BORROWER ENTITIES IN
CONNECTION THEREWITH SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON THE
CLOSING DATE.
(P)
PROCEEDINGS.
ALL PROCEEDINGS IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER PROJECT LOAN
DOCUMENTS SHALL BE SATISFACTORY TO AGENT AND AGENT'S COUNSEL, AND AGENT SHALL
HAVE RECEIVED ALL INFORMATION AND