UTILITY
PROVIDER;
(V)
BORROWER SHALL HAVE FURNISHED TO THE AGENT OR THE PRIOR AGENT
A FULLY EXECUTED GROUND LESSOR CONSENT, ESTOPPEL CERTIFICATE AND AMENDMENT;
(W)
BORROWER SHALL HAVE FURNISHED TO THE AGENT OR THE PRIOR AGENT
FULLY EXECUTED COPIES OF ALL AMENDMENTS TO THE MARKETING AGREEMENTS;
(X)
BORROWER SHALL HAVE FURNISHED THE AGENT OR THE PRIOR AGENT
WITH COPIES OF ALL AMENDMENTS TO THE CONDOMINIUM DOCUMENTS AND FRACTIONAL
OWNERSHIP DOCUMENTS;
(Y)
BORROWER SHALL HAVE FURNISHED THE AGENT OR THE PRIOR AGENT
WITH FULLY EXECUTED COPIES OF ALL CONTRACTS OF SALE EXISTING AS OF THE EFFECTIVE
DATE;
52
(Z)
BORROWER SHALL HAVE FURNISHED THE AGENT OR THE PRIOR AGENT
WITH A FULLY EXECUTED COPY OF THAT CERTAIN ER RESIDENCES AGREEMENT (THE "ER
PURCHASE AGREEMENT") DATED AUGUST 31, 2004, BY AND BETWEEN BORROWER AND
EXCLUSIVE RESORTS, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT DATED JUNE 28,
2006 AND THAT CERTAIN OMNIBUS AMENDMENT TO ER AGREEMENTS DATED AS OF
FEBRUARY 11, 2009, INCLUDING ALL FULLY EXECUTED COPIES OF CONTRACTS OF SALE
EXECUTED BY BORROWER AND EXCLUSIVE RESORTS (OR ITS PERMITTED ASSIGNS) IN
CONNECTION THEREWITH;
(AA)
BORROWER SHALL HAVE FURNISHED THE AGENT OR THE PRIOR AGENT WITH
FULLY-EXECUTED COPIES OF THE ML&P AGREEMENTS;
(BB)
THE AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO IT THAT
THE OPERATING ACCOUNT HAS BEEN ESTABLISHED;
(CC)
BORROWER SHALL HAVE PAID, OR WILL PAY AT CLOSING, ITS OWN
EXPENSES AND FEES INCURRED IN CONNECTION WITH THE LOANS, AND ALL OF THE AGENT'S
AND, SUBJECT TO AN AGREEMENT BETWEEN THE LENDERS AND BORROWER, THE LENDERS'
CHARGES INCURRED IN CONNECTION WITH THE MAKING OF THE LOANS, INCLUDING BUT NOT
LIMITED TO ATTORNEYS' FEES AND CHARGES, TITLE FEES AND CHARGES, CONSTRUCTION,
ENVIRONMENTAL AND ENGINEERING CONSULTANT'S FEES AND CHARGES, APPRAISAL COSTS,
SURVEYS, RECORDING AND FILING FEES AND TAXES;
(DD)
THE AGENT SHALL HAVE RECEIVED (IN FORM AND SUBSTANCE
SATISFACTORY TO THE LENDERS) AN ORDER (THE "STIPULATION ORDER") OF THE UNITED
STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK HAVING
JURISDICTION OVER THE CHAPTER 11 BANKRUPTCY CASES OF LBHI, ET AL., ENTERED AFTER
A FINAL HEARING APPROVING THE STIPULATION, AGREEMENT AND ORDER, DATED
JANUARY 28, 2009, AMONG BORROWER, LBHI, CENTRAL PACIFIC, DEUTSCHE HYPO, LBBW AND
SWEDBANK.
(EE)
UCC AMENDMENTS ASSIGNING THE SECURITY INTEREST GRANTED TO LBHI
UNDER THE LOAN DOCUMENT TO THE AGENT;
(FF)
SUCH UCC FINANCING STATEMENTS OR AMENDMENTS THERETO AS AGENT
DETERMINES ARE ADVISABLE OR NECESSARY TO PERFECT OR NOTIFY THIRD PARTIES OF THE
SECURITY INTERESTS CREATED BY THE LOAN DOCUMENTS;
(GG)
MH KAPALUA SHALL HAVE SATISFIED ITS FUNDING OBLIGATION UNDER
SECTION 5.1 OF THE MASTER ASSIGNMENT AGREEMENT;
(HH)
SWEDBANK SHALL HAVE RECEIVED THE PAYMENT DESCRIBED IN
SECTION 6.1 OF THE MASTER ASSIGNMENT AGREEMENT; AND
(II)
ALL DOCUMENTS AND LEGAL MATTERS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE SATISFACTORY IN FORM AND
SUBSTANCE TO THE AGENT AND THE LENDERS.
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ARTICLE IX
CONSTRUCTION CONDITIONS PRECEDENT FOR SUBSEQUENT ADVANCES UNDER THE FACILITY A
COMMITMENT
SECTION 9.1
REQUIRED CONSTRUCTION
DOCUMENTS.
Borrower shall obtain as a condition for