Common use of Documents Required Clause in Contracts

Documents Required. The Lenders shall have no several obligations to make disbursements of Loans pursuant to the provisions of this Loan Agreement, unless and until the Lenders (through the Agent) shall have received such executed originals or certified copies of each of the following instruments as the Lenders (through the Agent) may have reasonably requested, in each case in form and substance acceptable to the Lenders and their respective legal counsel: (A) This Loan Agreement, the Notes, the Mort- gage, xx Xxxxxxonal Security Mortgage in the form of Ex- hibit G attached to the Original Mortgage, UCC Financing Statements describing the security interests created by the Mortgage and Additional Security Mortgage, and the Environmental Indemnity Agreement; (B) The Agency Agreement; (C) A certificate signed by the Borrower's corporate secretary, certifying to the Lenders and Agent: (1) as to the adoption of Resolutions of the Borrower's Board of Directors authorizing the execution, delivery and performance of the Loan Documents and all other documents to be delivered by the Borrower pursuant to this Loan Agreement; (2) as to the incumbency and signatures of the officers of the Borrower signing the Loan Documents, and each other document to be delivered by the Borrower pursuant to this Loan Agreement; and (3) that the Articles of Incorporation and By-Laws of the Borrower, true copies of which have been attached to such certification, have not been amended since the date of such delivery; (D) A certificate of the Director of Commerce and Consumer Affairs of the State of Hawaii, evidencing the good standing of the Borrower in the State of Hawaii; (E) A written opinion of independent counsel to the Borrower, addressed to the Lenders, stating that: (1) The Borrower and the Subsidiaries are corporations duly organized, validly existing and in good standing under the Laws of the State of Hawaii and are duly qualified and in good standing as foreign corpora- tions in all jurisdictions wherein the nature of their businesses or the properties owned by them make such qualification necessary; (2) The Borrower has the corporate power and authority to execute and deliver the Loan Documents, to borrow money hereunder, and to perform the Obligations; (3) All corporate action required to be taken by the Borrower to enter into the transactions con- templated by this Loan Agreement has been duly taken, and all consents and approvals of all Persons, necessary to the validity of the Loan Documents, and each other docu- ment to be delivered by the Borrower hereunder have been duly obtained, and the Loan Documents and such other documents do not conflict with any provision of the Articles of Incorporation or By-Laws of the Borrower, or of any applicable Laws or any other agreement binding upon the Borrower or its property of which such counsel has knowledge and the Borrower's execution, delivery and performance of the Loan Documents do not require the consent or approval of any governmental body or regulatory authority; (4) The Loan Documents and all other documents required to be delivered by the Borrower pur- suant to the provisions of this Loan Agreement have been duly executed by, and each is a valid and binding obliga- tion of, the Borrower, enforceable in accordance with its terms; (5) Kapalua Land Company, Ltd. ("KLC") has the corporate power and authority to execute and deliver the Additional Security Mortgage, all corporate action required to be taken by KLC in respect of its execution and delivery of the Additional Security Mortgage has been duly taken, and the Additional Security Mortgage has been duly executed and delivered by KLC and is a valid and binding obligation of KLC, enforceable in accordance with its terms; and (6) Such counsel is without any knowledge of any matters contrary to the representations and war- ranties contained in Section 4.01 of this Loan Agreement; and (F) A certificate dated the date of this Loan Agreement and signed by the President or an Executive Vice President of the Borrower, certifying to the Lenders and Agent that: (1) The representations and warranties contained in Section 4.01 of this Loan Agreement are true on and as of such date; and (2) No Event of Default under this Loan Agreement, and no event which, with the giving of notice or passage of time, or both, would become such an Event of Default, has occurred on and as of such date; (G) Evidence that the Revolving and Term Loan Agreement dated as of December 27, 1990, as amended by instruments dated as of December 31, 1991 and March 31, 1992, among Bank of Hawaii, First Hawaiian Bank and Bank of America National Trust and Savings Association (successor-in-interest to Security Pacific National Bank), as Lenders, Bank of Hawaii, as Agent, and the Borrower, together with the Notes and Agency Agreement therein described, have been terminated, and that all Loans and all other indebtedness of the Borrower thereunder have been repaid or paid in full (or that arrangements, acceptable to the Lenders and Agent thereunder, the Lenders and Agent hereunder, and the Borrower, have been made for the repayment of said Loans and the payment of all such other indebtedness from the proceeds of the initial Loans under this Loan Agreement); and (H) Evidence that the Mortgage and Additional Security Mortgage have been recorded in the Bureau of Conveyances of the State of Hawaii (and, if appropriate, filed in the Office of the Assistant Registrar of the Land court of Hawaii), that the related UCC Financing Statements have been filed in said Bureau, and that the Lenders hold a first mortgage lien on and first security interest in all properties described in and purported to be encumbered by the Mortgage and Additional Security Mortgage, subject to no liens or encumbrances other than those noted in (or authorized by) the Mortgage. In addition to the foregoing conditions precedent, the following conditions shall have been satisfied: (I) At the time of the initial disbursement of Loan proceeds under this Loan Agreement, the Borrower shall have paid to the Lenders, through the Agent, a $75,000 Loan extension fee. (J) At the time of the initial disbursement of Loan proceeds under this Loan Agreement and of each sub- sequent disbursement of Loan proceeds under this Loan Agreement: (1) No Event of Default under this Loan Agreement shall have occurred and be continuing, and no event shall have occurred and be continuing that, with the giving of notice or passage of time, or both, would become such an Event of Default; (2) The Agent shall have received a tele- phonic request for such disbursement pursuant to Section 2.03 of this Loan Agreement, immediately followed by con- firmation in writing signed by an authorized officer of the Borrower; (3) The representations and warranties contained in Section 4.01 of this Loan Agreement shall be true on and as of the date of such disbursement with the same force and effect as if made on and as of such date; (4) The Lenders shall have remitted to the Agent the Lenders' respective pro rata shares of the disbursement then due; and (5) All legal matters incidental to such disbursement shall be satisfactory to the Agent's counsel. The parties hereto acknowledge that the foregoing conditions precedent set forth in this Section 3.01 have heretofore been satisfied with respect to the initial disbursement of Loan proceeds.

Documents Required. The Lenders shall have no several obligations to make disbursements of Loans pursuant to the provisions of this the Loan Agreement, unless and until the Lenders (through the Agent) shall have received such executed originals or certified copies of each of the following instruments as the Lenders (through the Agent) may have reasonably requested, in each case in form and substance acceptable to the Lenders and their respective legal counsel: (Aa) This The Loan Agreement, the Notes, the Mort- gageMortgage, xx Xxxxxxonal the Additional Security Mortgage in the form of Ex- hibit G attached to the Original Mortgage, UCC Financing Statements describing the security interests created by the Mortgage and Additional Security Mortgage, and the Environmental Indemnity Agreement; (Bb) The Agency Agreement; (Cc) A certificate signed by the Borrower's corporate secretary, certifying to the Lenders and Agent: (1) as to the adoption of Resolutions of the Borrower's Board of Directors authorizing the execution, delivery and performance of the Loan Documents and all other documents to be delivered by the Borrower pursuant to this Loan Agreement; (2) as to the incumbency and signatures of the officers of the Borrower signing the Loan Documents, and each other document to be delivered by the Borrower pursuant to this Loan Agreement; and (3) that the Articles of Incorporation and By-By- Laws of the Borrower, true copies of which have been attached to such certification, have not been amended since the date of such delivery; (Dd) A certificate of the Director of Commerce and Consumer Affairs of the State of Hawaii, evidencing the good standing of the Borrower in the State of Hawaii; (Ee) A written opinion of independent counsel to the Borrower, addressed to the Lenders, stating that: (1) The Borrower and the Subsidiaries are corporations duly organized, validly existing and in good standing under the Laws of the State of Hawaii and are duly qualified and in good standing as foreign corpora- tions corporations in all jurisdictions wherein the nature of their businesses or the properties owned by them make such qualification necessary; (2) The Borrower has the corporate power and authority to execute and deliver the Loan Documents, to borrow money hereunder, and to perform the Obligations; (3) All corporate action required to be taken by the Borrower to enter into the transactions con- templated contemplated by this the Loan Agreement has been duly taken, and all consents and approvals of all Persons, necessary to the validity of the Loan Documents, and each other docu- ment document to be delivered by the Borrower hereunder have been duly obtained, and the Loan Documents and such other documents do not conflict with any provision of the Articles of Incorporation or By-Laws of the Borrower, or of any applicable Laws or any other agreement binding upon the Borrower or its property of which such counsel has knowledge and the Borrower's execution, delivery and performance of the Loan Documents do not require the consent or approval of any governmental body or regulatory authority; (4) The Loan Documents and all other documents required to be delivered by the Borrower pur- suant pursuant to the provisions of this the Loan Agreement have been duly executed by, and each is a valid and binding obliga- tion obligation of, the Borrower, enforceable in accordance with its terms; (5) Kapalua Land Company, Ltd. ("KLC") has the corporate power and authority to execute and deliver the Additional Security Mortgage, all corporate action required to be taken by KLC in respect of its execution and delivery of the Additional Security Mortgage has been duly taken, and the Additional Security Mortgage has been duly executed and delivered by KLC and is a valid and binding obligation of KLC, enforceable in accordance with its terms; and (6) Such counsel is without any knowledge of any matters contrary to the representations and war- ranties warranties contained in Section 4.01 4.1 of this the Loan Agreement; and (Ff) A certificate dated the date of this the Loan Agreement and signed by the President or an Executive Vice President of the Borrower, certifying to the Lenders and Agent that: (1) The representations and warranties contained in Section 4.01 4.1 of this the Loan Agreement are true on and as of such date; and (2) No Event of Default under this the Loan Agreement, and no event which, with the giving of notice or passage of time, or both, would become such an Event of Default, has occurred on and as of such date; (Gg) Evidence that the Revolving and Term Loan Agreement dated as of December 27, 1990, as amended by instruments dated as of December 31, 1991 and March 31, 1992, among Bank of Hawaii, First Hawaiian Bank and Bank of America National Trust and Savings Association (successor-in-interest to Security Pacific National Bank), as Lenders, Bank of Hawaii, as Agent, and the Borrower, together with the Notes and Agency Agreement therein described, have been terminated, and that all Loans and all other indebtedness of the Borrower thereunder have been repaid or paid in full (or that arrangements, acceptable to the Lenders and Agent thereunder, the Lenders and Agent hereunder, and the Borrower, have been made for the repayment of said Loans and the payment of all such other indebtedness from the proceeds of the initial Loans under this Loan Agreement); and (Hh) Evidence that the Mortgage and Additional Security Mortgage have been recorded in the Bureau of Conveyances of the State of Hawaii (and, if appropriate, filed in the Office office of the Assistant Registrar of the Land court Court of Hawaii), that the related UCC Financing Statements have been filed in said Bureau, and that the Lenders hold a first mortgage lien on and first security interest in all properties described in and purported to be encumbered by the Mortgage and Additional Security Mortgage, subject to no liens or encumbrances other than those noted in (or authorized by) the Mortgage. In addition to the foregoing conditions precedent, the following conditions shall have been satisfied: (Ii) At the time of the initial disbursement of Loan proceeds under this the Loan Agreement, the Borrower shall have paid to the Lenders, through the Agent, a $75,000 Loan extension fee. (J) At the time Agreement and of the initial each subsequent disbursement of Loan proceeds under this Loan Agreement and of each sub- sequent disbursement of Loan proceeds under this the Loan Agreement: (1) No Event of Default under this the Loan Agreement shall have occurred and be continuing, and no event shall have occurred and be continuing that, with the giving of notice or passage of time, or both, would become such an Event of Default; (2) The Agent shall have received a tele- phonic request for such disbursement pursuant to Section 2.03 2.3 of this the Loan Agreement, immediately followed by con- firmation in writing signed by an authorized officer of the Borrower; (3) The representations and warranties contained in Section 4.01 4.1 of this the Loan Agreement shall be true on and as of the date of such disbursement with the same force and effect as if made on and as of such date; (4) The Lenders shall have remitted to the Agent the Lenders' , respective pro rata shares of the disbursement then due; and (5) All legal matters incidental to such disbursement shall be satisfactory to the Agent's counsel. The parties hereto acknowledge that the foregoing conditions precedent set forth in this Section 3.01 3.1 have heretofore been satisfied with respect to the initial disbursement of Loan proceeds.

Documents Required. The Lenders shall have no several obligations to make disbursements of Loans pursuant to the provisions of this the Loan Agreement, unless and until the Lenders (through the Agent) shall have received such executed originals or certified copies of each of the following instruments as the Lenders (through the Agent) may have reasonably requested, in each case in form and substance acceptable to the Lenders and their respective legal counsel: (Aa) This The Loan Agreement, the Notes, the Mort- gageMortgage, xx Xxxxxxonal the Additional Security Mortgage in the form of Ex- hibit G attached to the Original Mortgage, UCC Financing Statements describing the security interests created by the Mortgage and Additional Security Mortgage, and the Environmental Indemnity Agreement; (Bb) The Agency Agreement; (Cc) A certificate signed by the Borrower's corporate secretary, certifying to the Lenders and Agent: (1) as to the adoption of Resolutions of the Borrower's Board of Directors authorizing the execution, delivery and performance of the Loan Documents and all other documents to be delivered by the Borrower pursuant to this the Loan Agreement; (2) as to the incumbency and signatures of the officers of the Borrower signing the Loan Documents, and each other document to be delivered by the Borrower pursuant to this Loan Agreement; and (3) that the Articles of Incorporation and By-Laws of the Borrower, true copies of which have been attached to such certification, have not been amended since the date of such delivery; (Dd) A certificate of the Director of Commerce and Consumer Affairs of the State of Hawaii, evidencing the good standing of the Borrower in the State of Hawaii; (Ee) A written opinion of independent counsel to the Borrower, addressed to the Lenders, stating that: (1) The Borrower and the Subsidiaries are corporations duly organized, validly existing and in good standing under the Laws of the State of Hawaii and are duly qualified and in good standing as foreign corpora- tions corporations in all jurisdictions wherein the nature of their businesses or the properties owned by them make such qualification necessary; (2) The Borrower has the corporate power and authority to execute and deliver the Loan Documents, to borrow money hereunder, and to perform the Obligations; (3) All corporate action required to be taken by the Borrower to enter into the transactions con- templated contemplated by this the Loan Agreement has been duly taken, and all consents and approvals of all Persons, necessary to the validity of the Loan Documents, and each other docu- ment document to be delivered by the Borrower hereunder have been duly obtained, and the Loan Documents and such other documents do not conflict with any provision of the Articles of Incorporation or By-Laws of the Borrower, or of any applicable Laws or any other agreement binding upon the Borrower or its property of which such counsel has knowledge and the Borrower's execution, delivery and performance of the Loan Documents do not require the consent or approval of any governmental body or regulatory authority; (4) The Loan Documents and all other documents required to be delivered by the Borrower pur- suant pursuant to the provisions of this the Loan Agreement have been duly executed by, and each is a valid and binding obliga- tion obligation of, the Borrower, enforceable in accordance with its terms; (5) Kapalua Land Company, Ltd. ("KLC") has the corporate power and authority to execute and deliver the Additional Security Mortgage, all corporate action required to be taken by KLC in respect of its execution and delivery of the Additional Security Mortgage has been duly taken, and the Additional Security Mortgage has been duly executed and delivered by KLC and is a valid and binding obligation of KLC, enforceable in accordance with its terms; and (6) Such counsel is without any knowledge of any matters contrary to the representations and war- ranties contained in Section 4.01 of this Loan Agreement; and (F) A certificate dated the date of this Loan Agreement and signed by the President or an Executive Vice President of the Borrower, certifying to the Lenders and Agent that: (1) The representations and warranties contained in Section 4.01 of this Loan Agreement are true on and as of such date; and (2) No Event of Default under this Loan Agreement, and no event which, with the giving of notice or passage of time, or both, would become such an Event of Default, has occurred on and as of such date; (Gf) Evidence that the Revolving and Term Loan Agreement dated as of December 27, 1990, as amended by instruments dated as of December 31, 1991 and March 31, 1992, among Bank of Hawaii, First Hawaiian Bank and Bank of America National Trust and Savings Association (successor-in-interest to Security Pacific National Bank), as Lenders, Bank of Hawaii, as Agent, and the Borrower, together with the Notes and Agency Agreement therein described, have been terminated, and that all Loans and all other indebtedness of the Borrower thereunder have been repaid or paid in full (or that arrangements, acceptable to the Lenders and Agent thereunder, the Lenders and Agent hereunder, and the Borrower, have been made for the repayment of said Loans and the payment of all such other indebtedness from the proceeds of the initial Loans under this Loan Agreement); and (Hg) Evidence that the Mortgage and Additional Security Mortgage have been recorded in the Bureau of Conveyances of the State of Hawaii (and, if appropriate, filed in the Office office of the Assistant Registrar of the Land court Court of Hawaii), that the related UCC Financing Statements have been filed in said Bureau, and that the Lenders hold a first mortgage lien on and first security interest in all properties described in and purported to be encumbered by the Mortgage and Additional Security Mortgage, subject to no liens or encumbrances other than those noted in (or authorized by) the Mortgage. In addition to the foregoing conditions precedent, the following conditions shall have been satisfied: (Ih) At the time of the initial disbursement of Loan proceeds under this the Loan Agreement, the Borrower shall have paid to the Lenders, through the Agent, a $75,000 Loan extension fee. (J) At the time Agreement and of the initial each subsequent disbursement of Loan proceeds under this Loan Agreement and of each sub- sequent disbursement of Loan proceeds under this the Loan Agreement: (1) No Event of Default under this the Loan Agreement shall have occurred and be continuing, and no event shall have occurred and be continuing that, with the giving of notice or passage of time, or both, would become such an Event of Default; (2) The Agent shall have received a tele- phonic request for such disbursement pursuant to Section 2.03 1.4 of this the Loan Agreement, immediately followed by con- firmation in writing signed by an authorized officer of the Borrower; (3) The representations and warranties contained in Section 4.01 Article IV of this the Loan Agreement shall be true on and as of the date of such disbursement with the same force and effect as if made on and as of such date; (4) The Lenders shall have remitted to the Agent the Lenders' , respective pro rata shares of the disbursement then due; and (5) All legal matters incidental to such disbursement shall be satisfactory to the Agent's counsel. The parties hereto acknowledge that the foregoing conditions precedent set forth in this Section 3.01 3.1 have heretofore been satisfied with respect to the initial disbursement of Loan proceeds.

Documents Required. The Lenders shall have no several obligations to make disbursements of Loans or extend credit pursuant to the provisions of this the Loan Agreement, unless and until the Lenders (through the Agent) shall have received such executed originals or certified copies of each of the following instruments as the Lenders (through the Agent) may have reasonably requested, in each case in form and substance acceptable to the Lenders and their respective legal counsel: (Aa) This The Loan Agreement, the NotesMortgage, the Mort- gage, xx Xxxxxxonal Additional Security Mortgage in the form of Ex- hibit G attached to the Original Mortgage, UCC Financing Statements describing the security interests created by the Mortgage and Additional Security Mortgage, and the Environmental Indemnity Agreement; (Bb) The Agency Agreement; (Cc) A certificate signed by the Borrower's ’s corporate secretary, certifying to the Lenders and Agent: : (1) as to the adoption of Resolutions of the Borrower's ’s Board of Directors authorizing the execution, delivery and performance of the Loan Documents and all other documents to be delivered by the Borrower pursuant to this the Loan Agreement; (2) as to the incumbency and signatures of the officers of the Borrower signing the Loan Documents, and each other document to be delivered by the Borrower pursuant to this Loan Agreement; and (3) that the Articles of Incorporation and By-Laws of the Borrower, true copies of which have been attached to such certification, have not been amended since the date of such delivery; (Dd) A certificate of the Director of Commerce and Consumer Affairs of the State of Hawaii, evidencing the good standing of the Borrower in the State of Hawaii; (Ee) A written opinion of independent counsel to the Borrower, addressed to the Lenders, stating that: (1) The Borrower and the Subsidiaries are corporations duly organized, validly existing and in good standing under the Laws of the State of Hawaii and are duly qualified and in good standing as foreign corpora- tions corporations in all jurisdictions wherein the nature of their businesses or the properties owned by them make such qualification necessary; (2) The Borrower has the corporate power and authority to execute and deliver the Loan Documents, to borrow money hereunder, and to perform the Obligations; (3) All corporate action required to be taken by the Borrower to enter into the transactions con- templated contemplated by this the Loan Agreement has been duly taken, and all consents and approvals of all Persons, necessary to the validity of the Loan Documents, and each other docu- ment document to be delivered by the Borrower hereunder have been duly obtained, and the Loan Documents and such other documents do not conflict with any provision of the Articles of Incorporation or By-Laws of the Borrower, or of any applicable Laws or any other agreement binding upon the Borrower or its property of which such counsel has knowledge and the Borrower's ’s execution, delivery and performance of the Loan Documents do not require the consent or approval of any governmental body or regulatory authority; (4) The Loan Documents and all other documents required to be delivered by the Borrower pur- suant pursuant to the provisions of this the Loan Agreement have been duly executed by, and each is a valid and binding obliga- tion obligation of, the Borrower, enforceable in accordance with its terms; (5) Kapalua Land Company, Ltd. ("“KLC"”) has the corporate power and authority to execute and deliver the Additional Security Mortgage, all corporate action required to be taken by KLC in respect of its execution and delivery of the Additional Security Mortgage has been duly taken, and the Additional Security Mortgage has been duly executed and delivered by KLC and is a valid and binding obligation of KLC, enforceable in accordance with its terms; and (6) Such counsel is without any knowledge of any matters contrary to the representations and war- ranties contained in Section 4.01 of this Loan Agreement; and (F) A certificate dated the date of this Loan Agreement and signed by the President or an Executive Vice President of the Borrower, certifying to the Lenders and Agent that: (1) The representations and warranties contained in Section 4.01 of this Loan Agreement are true on and as of such date; and (2) No Event of Default under this Loan Agreement, and no event which, with the giving of notice or passage of time, or both, would become such an Event of Default, has occurred on and as of such date; (G) Evidence that the Revolving and Term Loan Agreement dated as of December 27, 1990, as amended by instruments dated as of December 31, 1991 and March 31, 1992, among Bank of Hawaii, First Hawaiian Bank and Bank of America National Trust and Savings Association (successor-in-interest to Security Pacific National Bank), as Lenders, Bank of Hawaii, as Agent, and the Borrower, together with the Notes and Agency Agreement therein described, have been terminated, and that all Loans and all other indebtedness of the Borrower thereunder have been repaid or paid in full (or that arrangements, acceptable to the Lenders and Agent thereunder, the Lenders and Agent hereunder, and the Borrower, have been made for the repayment of said Loans and the payment of all such other indebtedness from the proceeds of the initial Loans under this Loan Agreement); and (Hf) Evidence that the Mortgage and Additional Security Mortgage have been recorded in the Bureau of Conveyances of the State of Hawaii (and, if appropriate, filed in the Office office of the Assistant Registrar of the Land court Court of Hawaii), that the related UCC Financing Statements have been filed in said Bureau, and that the Lenders hold a first mortgage lien on and first security interest in all properties described in and purported to be encumbered by the Mortgage and Additional Security Mortgage, subject to no liens or encumbrances other than those noted in (or authorized by) the Mortgage. In addition to the foregoing conditions precedent, the following conditions shall have been satisfied: (Ig) At the time of the initial disbursement of Loan proceeds under this the Loan Agreement, the Borrower shall have paid to the Lenders, through the Agent, a $75,000 Loan extension fee. (J) At the time Agreement and of the initial each subsequent disbursement of Loan proceeds under this Loan Agreement and of each sub- sequent disbursement of Loan proceeds under this the Loan Agreement: (1) No Event of Default under this the Loan Agreement shall have occurred and be continuing, and no event shall have occurred and be continuing that, with the giving of notice or passage of time, or both, would become such an Event of Default; (2) The Agent shall have received a tele- phonic request for such disbursement pursuant to Section 2.03 1.4 of this the Loan Agreement, immediately followed by con- firmation in writing signed by an authorized officer of the Borrower; (3) The representations and warranties contained in Section 4.01 Article IV of this the Loan Agreement shall be true on and as of the date of such disbursement with the same force and effect as if made on and as of such date; (4) The Lenders shall have remitted to the Agent the Lenders' , respective pro rata shares of the disbursement then due; and (5) All legal matters incidental to such disbursement shall be satisfactory to the Agent's ’s counsel. The parties hereto acknowledge that the foregoing conditions precedent set forth in this Section 3.01 3.1 have heretofore been satisfied with respect to the initial disbursement of Loan proceeds.