Common use of Required Construction Documents Clause in Contracts

Required Construction Documents. Borrower, on or before the Loan Opening Date, shall have caused to be furnished to Administrative Agent the following, in form and substance satisfactory to Administrative Agent in all respects, for Administrative Agent’s approval prior to the Opening of the Loan, except as noted below: (a) Fully executed copies of the following, each satisfactory to Administrative Agent in all respects: (i) the General Contract (Phase IA) and (ii) all contracts with the Architect and Engineer; (b) A schedule of values, including a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor for the design, engineering, construction and equipping of Phase IA of the Improvements; (c) A current sworn statement of the General Contractor, approved by Borrower and Architect covering all work done and to be done on Phase IA, together with lien waivers covering all work and/or materials for which payments have been made prior to the Loan Opening; (d) Copies of all subcontracts between the General Contractor and the Major Subcontractors for Phase IA, together with payment and performance bonds from such Major Subcontractors and a multiple obligee rider to each such bond naming the Administrative Agent; (e) Copies of each of the material building permits, environmental permits, utility permits, land use permits, wetland permits and any other material permits, approvals or licenses issued by any Governmental Authority which are required in connection with the Construction of Phase IA, except for those permits, approvals or licenses for operation of such buildings which cannot be issued until completion of Construction, in which event such permits, approvals or licenses will be obtained by Borrower on a timely basis in accordance with all recorded maps and conditions, and applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Administrative Agent promptly; (f) Full and complete detailed Plans and Specifications in duplicate, prepared by the Architect, for Phase IA; (g) A schedule (“Construction Schedule”) reasonably satisfactory to Administrative Agent, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be substantially completed on or before the Substantial Completion Date; (h) A soil test report (“Soil Report”) prepared by a licensed engineer reasonably satisfactory to Administrative Agent indicating to the satisfaction of Administrative Agent that the soil and subsurface conditions underlying the Project will support the Improvements; (i) The Administrative Agent has retained Lenders’ Consultant to issue a report which will contain an analysis of the Plans and Specifications for Phase IA, the Budget, the Construction Schedule, the General Contract (Phase IA), all subcontracts for Phase IA then existing and the Soil Report. Such report shall contain (i) an analysis satisfactory to the Administrative Agent demonstrating the adequacy of the Budget to complete the Project and (ii) a confirmation that the Construction Schedule is realistic.

Required Construction Documents. Borrower, on or before the Loan Opening Date, Borrower shall have caused cause to be furnished to Administrative Agent Lender the following, in form and substance satisfactory to Administrative Agent Lender and Lender's Consultant in all respects, for Administrative Agent’s Lender's approval in its reasonable discretion prior to the Opening of the Loan, except as noted below: (a) Fully executed copies of the following, each satisfactory to Administrative Agent Lender and Lender's Consultant in all respects: (i) a fixed or guaranteed maximum price contract with the General Contract Contractor; (Phase IAii) copies of all Major Subcontracts; (iii) the Program Development Agreement; and (iiiv) all contracts with the Architect architects and Engineerengineers; (b) A schedule of values, including a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor for the design, engineering, construction and equipping of Phase IA of the Improvements; (c) A current An initial sworn statement of the General Contractor, approved by Borrower HADC, Architect and Architect Lender's Consultant covering all work done and to be done on Phase IAdone, together with lien waivers covering all work and/or and materials for which payments have been made by Borrower prior to the Loan Opening; (d) Copies Bonds in favor of Lender guaranteeing all subcontracts between of the obligations of General Contractor under the General Contractor Contract and the Major Subcontractors for Phase IA, together with payment and performance bonds from obligations of such Major Subcontractors and a multiple obligee rider to each such bond naming the Administrative Agentas are designated by Lender; (e) Copies of each of the material building permits, environmental permits, utility permits, land use permits, wetland permits and any other material permits, approvals or licenses issued by any Governmental Authority which are required in connection with the Construction of Phase IARequired Permits, except for those permitsRequired Permits, approvals or licenses for operation of such buildings the Project which cannot be issued until completion of Construction, in which event such permits, approvals or licenses Required Permits will be obtained by Borrower on a timely basis in accordance with all recorded maps and conditions, and applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Administrative Agent promptly;Lender at the earliest possible date. In all events the Required Permits to be delivered prior to the Opening of the Loan shall include full building permits. (f) Full and complete detailed Plans and Specifications for the Improvements in duplicatetriplicate, prepared by the Architect, for Phase IA; (g) A schedule (“The Construction Schedule”) reasonably satisfactory to Administrative Agent, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be substantially completed on or before the Substantial Completion Date; (h) A soil test report (“The Soil Report”) prepared by a licensed engineer reasonably satisfactory to Administrative Agent indicating to the satisfaction of Administrative Agent that the soil and subsurface conditions underlying the Project will support the Improvements; (i) The Administrative Agent has retained Lenders’ Consultant Environmental Report, which shall, at a minimum, (i) demonstrate the absence of any existing or potential Hazardous Material contamination or violations of environmental Laws at the Project, except as acceptable to issue Lender in its sole and absolute discretion, (ii) include the results of all sampling or monitoring to confirm the extent of existing or potential Hazardous Material contamination at the Project, including the results of leak detection tests for each underground storage tank located at the Project, if any, (iii) describe response actions appropriate to remedy any existing or potential Hazardous Material contamination, and report the estimated cost of any such appropriate response, (iv) confirm that any prior removal of Hazardous Material or underground storage tanks from the Project was completed in accordance with applicable Laws, and (v) confirm whether or not the Land is located in a wetlands district; (j) A report from Lender's Consultant, which will contain contains an analysis of the Plans and Specifications for Phase IASpecifications, the Budget, the Construction Schedule, the General Contract (Phase IA)Contract, the Program Development Agreement, all subcontracts for Phase IA then existing and the Soil Report. Such report shall be solely for the benefit of Lender and each Lender and contain (i) an analysis satisfactory to the Administrative Agent Lender demonstrating the adequacy of the Budget to complete the Project and (ii) a confirmation that the Construction Schedule is realistic. Lender's Consultant shall monitor construction of the Project and shall visit the Project at least one (1) time each month, and shall certify as to amounts of construction costs for all requested fundings; (k) Certificates from each of the General Contractor, HADC, Architect and engineer in favor of Lender, consenting to the assignment of their respective contracts to Lender and certifying as to such other items as shall be requested by Lender; (l) Written agreements from the holders of all easements or rights of way whose easements or rights of way will be encroached upon by the Construction confirming that said holders consent to the moving of the easement or right of way to a location where it will not be encroached upon by the Construction; (m) Certification from the Architect or the engineer as to the Plans and Specifications; and (n) Such other papers, materials and documents as Lender may require with respect to the Construction.

Required Construction Documents. Borrower, on or before the Loan Opening Date, Borrower shall have caused cause to be furnished to Administrative Agent Lender the following, in form and substance satisfactory to Administrative Agent Lender and Lender’s Consultant in all respects, for Administrative AgentLender’s approval in its reasonable discretion prior to the Opening of the Loan, except as noted below: (a) Fully executed copies of the following, each satisfactory to Administrative Agent Lender and Lender’s Consultant in all respects: (i) a fixed or guaranteed maximum price General Contract with the General Contract (Phase IA) Contractor; and (ii) all contracts with the Architect and EngineerEngineer and any other architects and engineers; (b) A schedule of values, including a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor for the design, engineering, construction and equipping of Phase IA of the Improvements; (c) A current An initial sworn statement of the General Contractor, reasonably approved by Borrower Borrower, Architect and Architect Lender’s Consultant covering all work done and to be done on Phase IAdone, together with lien waivers covering all work and/or and materials for which payments have been made by Borrower prior to the Loan Opening; (d) Copies of all subcontracts between A Subordination Agreement with respect to the General Contractor TIC Agreement and Trust Agreement executed by Borrower, Eldorado, LLC, Spyglass, LLC, BR/CDP UCFP Venture, LLC and Lender; in addition, Borrower shall deliver the Major Subcontractors for Phase IASubordination Agreement in recordable form and executed by the foregoing parties not later than May 21, together with payment and performance bonds from such Major Subcontractors and a multiple obligee rider to each such bond naming the Administrative Agent2014; (e) Copies of each of the material building permits, environmental permits, utility permits, land use permits, wetland permits and any other material permits, approvals or licenses issued by any Governmental Authority which are required in connection with the Construction of Phase IARequired Permits, except for those permits, approvals or licenses for operation of such buildings Required Permits which cannot be issued until completion of Construction, in which event such permits, approvals or licenses Required Permits will be obtained by Borrower on a timely basis in accordance with all recorded maps and conditions, and applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Administrative Agent promptly;Lender at the earliest possible date. Notwithstanding the foregoing, (i) building permits required for Construction will be obtained by Borrower and copies thereof delivered to Lender not later than July 15, 2014, and (ii) Lender shall have no obligation to fund Loan proceeds in excess of One Thousand and No/100 Dollars ($1,000.00) until such building permits are obtained and delivered, provided, however, that upon delivery to Lender of a letter from the applicable Governmental Authority or other form of written communication customarily provided by the applicable Governmental Authority that the Required Permits will be issued upon payment of a fee or fees, Lender will agree to fund from Loan proceeds an amount needed to obtain Required Permits, including without limitation impact fees or other fees due to Orange County otherwise required to obtain Required Permits. (f) Full and complete detailed Plans and Specifications for the Improvements in duplicate, prepared by the Architect, for Phase IA; (g) A schedule (“The Construction Schedule”) reasonably satisfactory to Administrative Agent, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be substantially completed on or before the Substantial Completion Date; (h) A soil test report (“The Soil Report”) prepared by a licensed engineer reasonably satisfactory to Administrative Agent indicating to the satisfaction of Administrative Agent that the soil and subsurface conditions underlying the Project will support the Improvements; (i) The Administrative Agent has retained Lenders’ Environmental Report; The Environmental Report shall, at a minimum, (i) demonstrate the absence of any existing or potential Hazardous Material contamination or violations of environmental Laws at the Project, except as acceptable to Lender in its sole and absolute discretion; (ii) include the results of all sampling or monitoring to confirm the extent of existing or potential Hazardous Material contamination at the Project, including the results of leak detection tests for each underground storage tank located at the Project, if any; (iii) describe response actions appropriate to remedy any existing or potential Hazardous Material contamination, and report the estimated cost of any such appropriate response; (iv) confirm that any prior removal of Hazardous Material or underground storage tanks from the Project was completed in accordance with applicable Laws; and (v) confirm whether or not the Land is located in a wetlands district; (j) A report from Lender’s Consultant to issue a report which will contain contains an analysis of the Plans and Specifications for Phase IASpecifications, the Budget, the Construction Schedule, the General Contract (Phase IA)Contract, all subcontracts for Phase IA Subcontracts then existing and the Soil Report. Such report shall be solely for the benefit of Lender and contain (i) an analysis satisfactory to the Administrative Agent Lender demonstrating the adequacy of the Budget to complete the Project and (ii) a confirmation that the Construction Schedule is realistic. Lender’s Consultant shall monitor Construction of the Project and shall visit the Project at least one (1) time each month, and shall certify as to amounts of construction costs for all requested fundings; (k) The Architect’s Certificate; (l) Certification from an engineer or other professional reasonably acceptable to Lender in a form acceptable to Lender confirming that any wetlands located on the Land will not preclude the development of the Project; (m) A Notice of Commencement complying with applicable state or local law; and (n) Such other papers, materials and documents as Lender may reasonably require with respect to the Construction.

Required Construction Documents. Borrower, on or before the Loan Opening Date, shall have has caused to be furnished to Administrative Agent the following, in form and substance satisfactory to Administrative Agent in all respects, for Administrative Agent’s approval prior to the Opening of the Loan, except as noted below: (a) Fully executed copies of the following, each satisfactory to Administrative Agent in all respects: (i) the a fixed or guaranteed maximum price General Contract (Phase IA) and (ii) all contracts with the Architect architects and Engineerengineers; (b) A schedule of values, including a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor for the design, engineering, construction and equipping of Phase IA of the Improvements; (c) A current sworn statement of the General Contractor, approved by Borrower and Architect covering all work done and to be done on Phase IAdone, together with lien waivers covering all work and/or materials for which payments have been made prior to the Loan Opening; (d) Copies A certificate adding Administrative Agent as an additional insured under the policy of all subcontracts between Subguard insurance obtained by the General Contractor and with respect to the Major Subcontractors for Phase IA, together with payment and performance bonds from such Major Subcontractors and a multiple obligee rider to each such bond naming the Administrative AgentConstruction; (e) Copies of each of the material building permits, environmental permits, utility permits, land use permits, wetland permits and any other material permits, approvals or licenses issued by any Governmental Authority which are required in connection with the Construction or operation of Phase IAthe Subject Property, except for those permits, approvals or licenses for operation of such buildings the Subject Property which cannot be issued until completion of Construction, in which event such permits, approvals or licenses will be obtained by Borrower on a timely basis in accordance with all recorded maps and conditions, and applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Administrative Agent promptly. In all events the material permits delivered prior to the Opening of the Loan included full building permits; (f) Full and complete detailed Plans and Specifications for the Improvements in duplicate, prepared by the Architect, for Phase IA; (g) A schedule (“Construction Schedule”) reasonably satisfactory to Administrative Agent, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be substantially completed on or before the Substantial Completion Date and fully completed by the Final Completion Date; (h) A soil test report (“Soil Report”) prepared by a licensed engineer reasonably satisfactory to Administrative Agent indicating to the satisfaction of Administrative Agent that the soil and subsurface conditions underlying the Project Subject Property will support the Improvements; (i) Environmental reports prepared at Borrower’s expense by a qualified environmental consultant reasonably approved by Administrative Agent. The environmental survey shall have, at a minimum, (a) demonstrated the absence of any existing or potential Hazardous Material contamination or violations of environmental Laws at the Subject Property, except as acceptable to Administrative Agent in its reasonable discretion, (b) included the results of all sampling or monitoring to confirm the extent of existing or potential Hazardous Material contamination at the Subject Property, including the results of leak detection tests for each underground storage tank located at the Subject Property, if any, (c) described response actions appropriate to remedy any existing or potential Hazardous Material contamination, and report the estimated cost of any such appropriate response, (d) confirmed that any prior removal of Hazardous Material or underground storage tanks from the Subject Property was completed in accordance with applicable Laws, and (e) confirmed whether or not the Land is located in a wetlands district; (j) The Administrative Agent has retained Lenders’ Consultant to issue a report which will contain an analysis of the Plans and Specifications for Phase IASpecifications, the Budget, the Construction Schedule, the General Contract (Phase IA)Contract, all subcontracts for Phase IA then existing and the Soil Report. Such report shall contain (i) an analysis satisfactory to the Administrative Agent demonstrating the adequacy of the Budget to complete the Project and (ii) a confirmation that the Construction Schedule is realistic.

Required Construction Documents. Borrower, on or before the Loan Opening Date, Borrower shall have caused cause to be furnished to Administrative Agent Lender the following, in form and substance satisfactory to Administrative Agent Lender and Lender's Consultant in all respects, for Administrative Agent’s Lender's approval in its reasonable discretion prior to the Opening of the Loan, except as noted below: (a) Fully executed copies of the following, each satisfactory to Administrative Agent Lender and Lender's Consultant in all respects: (i) a fixed or guaranteed maximum price General Contract with the General Contract Contractor; (Phase IAii) Major Subcontracts; and (iiiii) all contracts with the Architect architects and Engineerengineers; (b) A schedule of values, including a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor for the design, engineering, construction and equipping of Phase IA of the Improvements; (c) A current An initial sworn statement of the General Contractor, approved by Borrower Borrower, Architect and Architect Lender's Consultant covering all work done and to be done on Phase IAdone, together with lien waivers covering all work and/or and materials for which payments have been made by Borrower prior to the Loan Opening; (d) Copies of all subcontracts between the General Contractor and the Major Subcontractors for Phase IA, together with payment and performance bonds will be required to provide Subguard insurance from such Major Subcontractors and Zurich in a multiple obligee rider to each such bond naming the Administrative Agent;form approved by Lender. (e) Copies of each of the material building permits, environmental permits, utility permits, land use permits, wetland permits and any other material permits, approvals or licenses issued by any Governmental Authority which are required in connection with the Construction of Phase IARequired Permits, except for those permits, approvals or licenses for operation of such buildings Required Permits which cannot be issued until completion of Construction, in which event such permits, approvals or licenses Required Permits will be obtained by Borrower on a timely basis in accordance with all recorded maps and conditions, and applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Administrative Agent promptly;Lender at the earliest possible date. In all events the Required Permits required to be delivered prior to the Opening of the Loan shall include full building permits. (f) Full and complete detailed Plans and Specifications for the Improvements in duplicate, prepared by the Architect, for Phase IA; (g) A schedule (“The Construction Schedule”) reasonably satisfactory to Administrative Agent, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be substantially completed on or before the Substantial Completion Date; (h) A soil test report (“The Soil Report”) prepared by a licensed engineer reasonably satisfactory to Administrative Agent indicating to the satisfaction of Administrative Agent that the soil and subsurface conditions underlying the Project will support the Improvements; (i) The Administrative Agent has retained Lenders’ Environmental Report; The Environmental Report shall, at a minimum, (A) demonstrate the absence of any existing or potential Hazardous Material contamination or violations of environmental Laws at the Project, except as acceptable to Lender in its sole and absolute discretion, (B) include the results of all sampling or monitoring to confirm the extent of existing or potential Hazardous Material contamination at the Project, including the results of leak detection tests for each underground storage tank located at the Project, if any, (C) describe response actions appropriate to remedy any existing or potential Hazardous Material contamination, and report the estimated cost of any such appropriate response, (D) confirm that any prior removal of Hazardous Material or underground storage tanks from the Project was completed in accordance with applicable Laws, and (E) confirm whether or not the Land is located in a wetlands district; (j) A report from Lender's Consultant to issue a report which will contain contains an analysis of the Plans and Specifications for Phase IASpecifications, the Budget, the Construction Schedule, the General Contract (Phase IA)Contract, all subcontracts for Phase IA then existing and the Soil Report. Such report shall be solely for the benefit of Lender and contain (i) an analysis satisfactory to the Administrative Agent Lender demonstrating the adequacy of the Budget to complete the Project and (ii) a confirmation that the Construction Schedule is realistic. Lender's Consultant shall monitor construction of the Project and shall visit the Project at least one (1) time each month, and shall certify as to amounts of construction costs for all requested fundings; (k) The Architect's Certificate; (l) Certification from an engineer or other professional reasonably acceptable to Lender in a form acceptable to Lender confirming that any wetlands located on the Land will not preclude the development of the Project; (m) A Notice of Commencement complying with applicable state or local law; and (n) Such other papers, materials and documents as Lender may reasonably require with respect to the Construction.

Required Construction Documents. Borrower, on or before the Loan Opening Date, Borrower shall have caused cause to be furnished to Administrative Agent the following, in form and substance satisfactory to Administrative Agent and Lender’s Consultant in all respects, for Administrative Agent’s approval in its reasonable discretion prior to the Opening of the Loan, except as noted below: (a) Fully executed copies of the following, each satisfactory to Administrative Agent and Lender’s Consultant in all respects: (i) a fixed or guaranteed maximum price General Contract; (ii) Major Subcontracts executed prior to the General Contract (Phase IA) Opening of the Loan; and (iiiii) all contracts with the Architect architects and Engineerengineers; (b) A schedule of values, including a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor Contractors for the design, engineering, construction and equipping of Phase IA of the Improvements; (c) A current An initial sworn statement of the General Contractor, approved by Borrower Borrower, Architect and Architect Lender’s Consultant covering all work done and to be done on Phase IAdone, together with lien waivers covering all work and/or and materials for which payments have been made by Borrower prior to the Loan Opening; (d) Copies Bonds in favor of Agent guaranteeing all subcontracts between of the General Contractor and the Major Subcontractors for Phase IA, together with payment and performance bonds from obligations of such Major Subcontractors and a multiple obligee rider to each such bond naming the Administrative Agentas are designated by Lender; (e) Copies of each of the material building permits, environmental permits, utility permits, land use permits, wetland permits and any other material permits, approvals or licenses issued by any Governmental Authority which are required in connection with the Construction of Phase IARequired Permits, except for those permitsRequired Permits, approvals or licenses for operation of such buildings the Project which cannot be issued until completion of Construction, in which event such permits, approvals or licenses Required Permits will be obtained by Borrower on a timely basis in accordance with all recorded maps and conditions, and applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Administrative Agent promptly;at the earliest possible date. In all events the Required Permits to be delivered prior to the Opening of the Loan shall include full building permits. (f) Full and complete detailed Plans and Specifications for the Improvements in duplicate, prepared by the Architect, for Phase IA; (g) A schedule (“The Construction Schedule”) reasonably satisfactory to Administrative Agent, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be substantially completed on or before the Substantial Completion Date; (h) A soil test report (“The Soil Report”) prepared by a licensed engineer reasonably satisfactory to Administrative Agent indicating to the satisfaction of Administrative Agent that the soil and subsurface conditions underlying the Project will support the Improvements; (i) The Administrative Environmental Report. The Environmental Report shall, at a minimum, (a) demonstrate the absence of any existing or potential Hazardous Substances contamination or violations of environmental Laws at the Project, except as acceptable to Agent has retained Lenders’ in its sole and absolute discretion, (b) include the results of all sampling or monitoring to confirm the extent of existing or potential Hazardous Substances contamination at the Project, including the results of leak detection tests for each underground storage tank located at the Project, if any, (c) describe response actions appropriate to remedy any existing or potential Hazardous Substances contamination, and report the estimated cost of any such appropriate response, (d) confirm that any prior removal of Hazardous Substances or underground storage tanks from the Project was completed in accordance with applicable Laws, and (e) confirm whether or not the Land is located in a wetlands district; (j) A report from Lender’s Consultant to issue a report which will contain contains an analysis of the Plans and Specifications for Phase IASpecifications, the Budget, the Construction Schedule, the General Contract (Phase IA)Contract, all subcontracts for Phase IA then existing and the Soil Report. Such report shall be solely for the benefit of Agent and each Lender and contain (i) an analysis satisfactory to the Administrative Agent demonstrating the adequacy of the Budget to complete the Project and (ii) a confirmation that the Construction Schedule is realistic; (k) The Architect’s Certificate in favor of Agent, executed by the Architect; (l) The Engineer’s Certificate in favor of Agent, executed by the Engineer; (m) Written agreements from such holders of easements or rights of way as Agent may require whose easements or rights of way will be encroached upon by the Construction confirming that said holders consent to the moving of the easement or right of way to a location where it will not be encroached upon by the Construction; (n) Certification from an engineer or other professional acceptable to Agent in a form acceptable to Agent confirming that any wetlands located on the Land will not preclude the development of the Project; and (o) Such other papers, materials and documents as Agent may require with respect to the Construction.

Required Construction Documents. Borrower, on or before the Loan Opening Date, Borrower shall have caused cause to be furnished to Administrative Agent the following, in form and substance satisfactory to Administrative Agent and Lender’s Consultant in all respects, for Administrative Agent’s approval in its reasonable discretion prior to the Opening of the Loan, except as noted below: (a) Fully executed copies of the following, each satisfactory to Administrative Agent and Lender’s Consultant in all respects: (i) a fixed or guaranteed maximum price General Contract; (ii) Major Subcontracts executed prior to the General Contract (Phase IA) Opening of the Loan; and (iiiii) all contracts with the Architect architects and Engineerengineers; (b) A schedule of values, including a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor Contractors for the design, engineering, construction and equipping of Phase IA of the Improvements; (c) A current An initial sworn statement of the General Contractor, approved by Borrower Borrower, Architect and Architect Lender’s Consultant covering all work done and to be done on Phase IAdone, together with lien waivers covering all work and/or and materials for which payments have been made by Borrower prior to the Loan Opening; (d) Copies Bonds in favor of Agent guaranteeing all subcontracts between of the General Contractor and the Major Subcontractors for Phase IA, together with payment and performance bonds from obligations of such Major Subcontractors and a multiple obligee rider to each such bond naming the Administrative Agentas are designated by Lender; (e) Copies of each of the material building permits, environmental permits, utility permits, land use permits, wetland permits and any other material permits, approvals or licenses issued by any Governmental Authority which are required in connection with the Construction of Phase IARequired Permits, except for those permitsRequired Permits, approvals or licenses for operation of such buildings the Project which cannot be issued until completion of Construction, in which event such permits, approvals or licenses Required Permits will be obtained by Borrower on a timely basis in accordance with all recorded maps and conditions, and applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Administrative Agent promptly;at the earliest possible date. In all events the Required Permits to be delivered prior to the Opening of the Loan shall include full building permits. (f) Full and complete detailed Plans and Specifications for the Improvements in duplicate, prepared by the Architect, for Phase IA; (g) A schedule (“The Construction Schedule”) reasonably satisfactory to Administrative Agent, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be substantially completed on or before the Substantial Completion Date; (h) A soil test report (“The Soil Report”) prepared by a licensed engineer reasonably satisfactory to Administrative Agent indicating to the satisfaction of Administrative Agent that the soil and subsurface conditions underlying the Project will support the Improvements; (i) The Administrative Agent has retained Lenders’ Consultant to issue a report which will contain an analysis of the Plans and Specifications for Phase IA, the Budget, the Construction Schedule, the General Contract (Phase IA), all subcontracts for Phase IA then existing and the Soil Report. Such report shall contain (i) an analysis satisfactory to the Administrative Agent demonstrating the adequacy of the Budget to complete the Project and (ii) a confirmation that the Construction Schedule is realistic.

Required Construction Documents. Borrower, on or before the Loan Opening Date, Borrower shall have caused cause to be furnished to Administrative Agent Lender the following, in form and substance satisfactory to Administrative Agent Lender’s Consultant in all respects, for Administrative AgentLender’s approval in its sole discretion prior to the Opening of the Loan, except as noted belowLoan Closing: (a) Fully executed copies of the following, each satisfactory to Administrative Agent in all respects: (i) a fixed or guaranteed maximum price General Contract; (ii) Major Subcontracts in effect as of the General Contract (Phase IA) Loan Closing Date; and (iiiii) all contracts with the Architect architects and Engineerengineers; (b) A schedule of values, including a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor for the design, engineering, construction and equipping of Phase IA of the Improvements; (c) A current An initial sworn statement of the General Contractor, approved by Borrower Borrower, Architect and Architect Lender’s Consultant covering all work done and to be done on Phase IAdone, together with lien waivers covering all work and/or and materials for which payments have been made by Borrower prior to the Loan OpeningClosing; (d) Copies of all subcontracts between the General Contractor and the Major Subcontractors for Phase IA, together with payment and performance bonds from such Major Subcontractors and a multiple obligee rider to each such bond naming the Administrative Agent; (e) Copies of each of the material building permits, environmental permits, utility permits, land use permits, wetland permits and any other material permits, approvals or licenses issued by any Governmental Authority which are required in connection with the Construction of Phase IARequired Permits, except for those permits, approvals or licenses for operation of such buildings Required Permits which cannot be issued until completion of Construction, in which event such permits, approvals or licenses will Required Permits shall be obtained by Borrower on a timely basis in accordance with all recorded maps and conditions, and applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Administrative Agent promptly;Lender at the earliest possible date. In all events the Required Permits to be delivered prior to the Loan Closing shall include full building permits. (fe) Full and complete detailed Plans and Specifications for the Improvements in duplicate, prepared by the Architect, for Phase IA; (f) The Construction Schedule; (g) A schedule (“Construction Schedule”) reasonably satisfactory to Administrative Agent, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be substantially completed on or before the Substantial Completion DateThe Soil Report; (h) A soil test report (“Soil Report”) prepared by a licensed engineer reasonably satisfactory to Administrative Agent indicating to the satisfaction of Administrative Agent that the soil and subsurface conditions underlying the Project will support the Improvements; (i) The Administrative Agent has retained Lenders’ from Lender’s Consultant to issue a report which will contain contains an analysis of the Plans and Specifications for Phase IASpecifications, the Budget, the Construction Schedule, the General Contract (Phase IA)Contract, all subcontracts for Phase IA then existing and the Soil Report. Such report shall be solely for the benefit of Lender and shall contain (i) an analysis satisfactory to the Administrative Agent Lender demonstrating the adequacy of the Budget to complete the Project Improvements and (ii) a confirmation that the Construction Schedule is realistic. Lender’s Consultant shall monitor construction of the Improvements and shall visit the Facility at least one (1) time each month, and shall certify as to amounts of construction costs for all requested fundings; (i) The Architect’s Certificate executed by the Architect and in favor of Lender; (j) Certification from an engineer or other professional reasonably acceptable to Lender in a form acceptable to Lender confirming that any wetlands located on the Land will not preclude the development of the Facility; and (k) Such other papers, materials and documents as Lender may require with respect to the Construction.

Required Construction Documents. Borrower, on or before Borrower shall obtain as a condition for the disbursement of any Facility A Loan Opening Date, shall have caused to be furnished to Administrative Agent made under the following, in form and substance satisfactory to Administrative Agent in all respects, for Administrative Facility A Commitment the Agent’s approval prior to the Opening of each of the Loan, except as noted belowfollowing items: (a) Confirmation that Issued Entitlements are still in place and in effect. Confirmation shall amount to an affidavit by Borrower that no action has been undertaken which jeopardizes Entitlements; (b) Fully executed copies of the following, each satisfactory to Administrative Agent in all respectsof: (i) the General Contract Contract, including pertaining to the Spa; (Phase IAii) those Construction Contracts then required to comply with the Construction Contracts Effectiveness Schedule or with respect to which any Construction is then being performed; (iii) the Architect’s Agreement and (iiiv) all contracts with the Architect and EngineerEngineers; (bc) A schedule of values, including a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor for the design, engineering, construction and equipping of Phase IA of the Improvements; (c) A current sworn statement of the General Contractor, approved by Borrower and Architect covering all work done and to be done on Phase IA, together with lien waivers covering all work and/or materials for which payments have been made prior to the Loan OpeningConstruction Contracts; (d) Copies All Permits then required for that portion of all subcontracts between the General Contractor and Construction for which funds will be disbursed; as funds are requested for additional portions of the Major Subcontractors Construction Borrower shall provide Permits for Phase IA, together with payment and performance bonds from such Major Subcontractors and a multiple obligee rider to each such bond naming the Administrative Agentsame; (e) Copies of each of the material building permits, environmental permits, utility permits, land use permits, wetland permits The Plans and any other material permits, approvals or licenses issued by any Governmental Authority which are required in connection with the Construction of Phase IA, except for those permits, approvals or licenses for operation of such buildings which cannot be issued until completion of Construction, in which event such permits, approvals or licenses will be obtained by Borrower on a timely basis in accordance with all recorded maps and conditions, and applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Administrative Agent promptlySpecifications; (f) Full Fully paid Bonds, with a rider thereto naming the Agent as an additional obligee thereunder, guaranteeing the obligations of General Contractor under the General Contract and complete detailed Plans and Specifications in duplicate, prepared by the Architect, for Phase IASubcontractors under the Major Contracts; (g) A schedule (“Construction Schedule”) reasonably satisfactory to Administrative report from Agent, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be substantially completed on or before the Substantial Completion Date; (h) A soil test report (“Soil Report”) prepared by a licensed engineer reasonably satisfactory to Administrative Agent indicating to the satisfaction of Administrative Agent that the soil and subsurface conditions underlying the Project will support the Improvements; (i) The Administrative Agent has retained Lenders’ ’s Consultant to issue a report which will contain contains an analysis of the Plans and Specifications for Phase IASpecifications, the Construction Budget, the Construction Schedule, the General Contract (Phase IA), and all subcontracts for Phase IA then existing and the Soil ReportConstruction Contracts. Such report shall contain (i) an analysis satisfactory to the Administrative Agent demonstrating the adequacy of the Construction Budget to complete the Project and (ii) a confirmation that the Construction Schedule is realistic. Agent’s Consultant shall monitor construction of the Project and shall visit the Project at least one (1) time in connection with each disbursement request, and shall certify as to amount of construction costs for all requested advances; (h) The Architect’s Certificate, executed by the Architect; (i) Consents from the Architect, and other Persons reasonably specified by the Agent to the collateral assignment by Borrower to the Agent of construction documents, including, without limitation, the General Contract, the Architect’s Agreement, contracts with Engineers, Plans and Specifications, all permits, licenses and approvals (to the extent assignable under applicable law) in respect of the Project, any other Development Item and any Development Document; (j) Borrower’s certification that all Contract Deposits utilized to date for Hard Costs and Soft Costs constitute Available Contract Deposits and have been utilized or will be utilized in conjunction with the requested advance; (k) An engineer’s report prepared and certified by a qualified engineer acceptable to the Agent, showing locations and results of all borings, together with recommendations for the design of the foundations of the Improvements and certifying in a manner satisfactory to the Agent the adequacy of the existing soils condition, indicating that the Plans and Specifications for construction of the Improvements are satisfactory in view of the condition of the soil; (l) Copies of marketing brochures or materials regarding the Project; (m) An opinion in form and substance reasonably satisfactory to the Agent from Borrower’s independent counsel that the Fractional Ownership Documents recorded in the Office with respect to the Fractional Ownership Units are sufficient to subject the Fractional Ownership Units to a fractional ownership regime in compliance with the laws of the State of Hawaii (“Fractional Ownership Opinion”), which Fractional Ownership Opinion shall be delivered prior to the initial partial release of any Unit; (n) The form of Purchase Contract to be used by Borrower in the sale of the Fractional Ownership Interest, the Fractional Ownership Units and the Residential Condominium Units; and (o) Such other materials and documents as the Agent may reasonably require with respect to the Construction.

Required Construction Documents. Borrower, on or before the Loan Opening Date, Borrower shall have caused cause to be furnished to Administrative Agent the following, in form and substance satisfactory to Administrative Agent and Lenders’ Consultant in all respects, for Administrative Agent’s approval prior to the Opening of the Loan, except as noted below: (a) Fully executed copies of the following, each satisfactory to Administrative Agent and Lenders’ Consultant in all respects: (i) the a fixed or guaranteed maximum price General Contract (Phase IA) and Contract; (ii) all Major Subcontracts; and (iii) all contracts with the Architect architects and Engineerengineers; (b) A schedule of values, including a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor for the design, engineering, construction and equipping of Phase IA of the Improvements; (c) A current sworn statement of the General Contractor, approved by Borrower Borrower, Architect and Architect Lender’s Consultant covering all work done and to be done on Phase IAdone, together with lien waivers covering all work and/or materials for which payments have been made prior to the Loan Opening; (d) Copies A certificate adding Administrative Agent as an additional insured under the policy of all subcontracts between Subguard insurance obtained by the General Contractor and with respect to the Major Subcontractors for Phase IA, together with payment and performance bonds from such Major Subcontractors and a multiple obligee rider to each such bond naming the Administrative AgentConstruction; (e) Copies of each of the material building permits, environmental permits, utility permits, land use permits, wetland permits and any other material permits, approvals or licenses issued by any Governmental Authority which are required in connection with the Construction or operation of Phase IAthe Subject Property, except for those permits, approvals or licenses for operation of such buildings the Subject Property which cannot be issued until completion of Construction, in which event such permits, approvals or licenses will be obtained by Borrower on a timely basis in accordance with all recorded maps and conditions, and applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Administrative Agent promptly. In all events the material permits required to be delivered prior to the Opening of the Loan shall include full building permits; (f) Full and complete detailed Plans and Specifications for the Improvements in duplicate, prepared by the Architect, for Phase IA; (g) A schedule (“Construction Schedule”) reasonably satisfactory to Administrative AgentAgent and Lenders’ Consultant, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be substantially completed on or before the Substantial Completion Date and fully completed by the Final Completion Date; (h) A soil test report (“Soil Report”) prepared by a licensed engineer reasonably satisfactory to Administrative Agent indicating to the satisfaction of Administrative Agent that the soil and subsurface conditions underlying the Project Subject Property will support the Improvements; (i) Environmental reports prepared at Borrower’s expense by a qualified environmental consultant reasonably approved by Administrative Agent. The environmental survey shall, at a minimum, (a) demonstrate the absence of any existing or potential Hazardous Material contamination or violations of environmental Laws at the Subject Property, except as acceptable to Administrative Agent has retained in its reasonable discretion, (b) include the results of all sampling or monitoring to confirm the extent of existing or potential Hazardous Material contamination at the Subject Property, including the results of leak detection tests for each underground storage tank located at the Subject Property, if any, (c) describe response actions appropriate to remedy any existing or potential Hazardous Material contamination, and report the estimated cost of any such appropriate response, (d) confirm that any prior removal of Hazardous Material or underground storage tanks from the Subject Property was completed in accordance with applicable Laws, and (e) confirm whether or not the Land is located in a wetlands district; (j) A report from Lenders’ Consultant to issue a report which will contain contains an analysis of the Plans and Specifications for Phase IASpecifications, the Budget, the Construction Schedule, the General Contract (Phase IA)Contract, all subcontracts for Phase IA then existing and the Soil Report. Such report shall contain (i) an analysis satisfactory to the Administrative Agent demonstrating the adequacy of the Budget to complete the Project and (ii) a confirmation that the Construction Schedule is realistic.

Required Construction Documents. Borrower, on On or before the Loan Opening Datedate of this Agreement, Borrower shall have caused cause to be furnished to Administrative Agent Lender the following, in form and substance satisfactory to Administrative Agent Lender and Lender’s Consultant in all respects, for Administrative AgentLender’s approval prior to the Opening of the Loan, except as noted belowapproval: (a) Fully executed copies of the following, each satisfactory to Administrative Agent Lender and Lender’s Consultant in all respects: (i) a General Contract with the General Contract Contractor; (Phase IAii) Major Subcontracts; and (iiiii) all contracts with the Architect architects and Engineerengineers; (b) A schedule of values, including a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor for the design, engineering, construction and equipping of Phase IA of the Improvements; (c) A current An initial sworn statement of the General Contractor, approved by Borrower Borrower, Architect/Engineer and Architect Lender’s Consultant covering all work done and to be done on Phase IAdone, together with lien waivers covering all work and/or and materials for which payments have heretofore been made prior to the Loan Openingby Borrower; (d) Copies of all subcontracts between the General Contractor and the Major Subcontractors for Phase IA, together with payment and performance bonds from such Major Subcontractors and a multiple obligee rider to each such bond naming the Administrative Agent; (e) Copies of each of the material building permits, environmental permits, utility permits, land use permits, wetland permits and any other material permits, approvals or licenses issued by any Governmental Authority which are required in connection with the Construction of Phase IARequired Permits, except for those permits, approvals or licenses for operation of such buildings Required Permits which cannot yet be issued until completion of Constructionissued, in which event such permits, approvals or licenses Required Permits will be obtained by Borrower on a timely basis in accordance with all recorded maps and conditions, and applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Administrative Agent promptlyLender at the earliest possible date. In all events the Required Permits required to be delivered prior to the initial disbursement of Loan proceeds shall include permits necessary to commence development of the Improvements; (fe) Full and complete detailed Plans and Specifications for the Improvements in duplicate, prepared by the Architect, for Phase IA/Engineer; (f) The Construction Schedule; (g) A schedule (“Construction Schedule”) reasonably satisfactory to Administrative Agent, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be substantially completed on or before the Substantial Completion DateThe Soil Report; (h) A soil test report (“Soil The Environmental Report”) prepared by a licensed engineer reasonably satisfactory to Administrative Agent indicating to the satisfaction of Administrative Agent that the soil and subsurface conditions underlying the Project will support the Improvements; (i) The Administrative Agent has retained Lenders’ A report from Lender’s Consultant to issue a report which will contain contains an analysis of the Plans and Specifications for Phase IASpecifications, the Budget, the Construction Schedule, the General Contract (Phase IA)Contract, all subcontracts for Phase IA then existing and the Soil Report. Such report shall be solely for the benefit of Lender and contain (i) an analysis satisfactory to the Administrative Agent Lender demonstrating the adequacy of the Budget to complete the Project Improvements and (ii) a confirmation that the Construction Schedule is realistic. Lender’s Consultant shall monitor construction of the Improvements and shall visit the Project at least one (1) time each month, and shall certify as to amounts of construction costs for all requested fundings; (j) The Architect’s/Engineer’s Certificate; (k) Certification from an engineer or other professional reasonably acceptable to Lender in a form acceptable to Lender confirming that any wetlands located on the Land will not preclude the development of the Project; (l) A Notice of Commencement, if required under applicable state or local law; and (m) Such other reports, materials and documents as Lender may reasonably require with respect to the Construction.

Required Construction Documents. BorrowerWith respect to each Condominium Building Allocation within the first Phase of the Project, on or before and with respect to each Condominium Building Allocation within each subsequent Phase of the Loan Opening DateProject, and with respect to the Garage/Amenity Allocation, and to the extent not previously delivered, Borrower shall have caused cause to be furnished to Administrative Agent Lender the following, in form and substance satisfactory to Administrative Agent Lender and Lender’s Consultant in all respects, for Administrative AgentLender’s approval prior to the Opening of the Loan, except as noted belowapproval: (a) Fully executed copies of the following, each satisfactory to Administrative Agent Lender and Lender’s Consultant in all respects: (i) a General Contract with the General Contract Contractor; (Phase IAii) Major Subcontracts; and (iiiii) all contracts with the Architect architects and Engineerengineers; (b) A schedule of valuesBudget for the Condominium Building, including as well as a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor for the design, engineering, construction and equipping of Phase IA of the Improvementssuch Condominium Building; (c) A current An initial sworn statement of the General Contractor, approved by Borrower Borrower, Architect and Architect Lender’s Consultant covering all work done and to be done on Phase IAwithin the applicable Phase, together with lien waivers covering all work and/or and materials for which payments have heretofore been made prior to the Loan Openingby Borrower; (d) Copies of all subcontracts between the General Contractor and the Major Subcontractors for Phase IA, together with payment and performance bonds from such Major Subcontractors and a multiple obligee rider to each such bond naming the Administrative Agent; (e) Copies of each of the material building permits, environmental permits, utility permits, land use permits, wetland permits and any other material permits, approvals or licenses issued by any Governmental Authority which are required in connection with the Construction of Phase IARequired Permits, except for those permits, approvals or licenses for operation of such buildings Required Permits which cannot yet be issued until completion of Constructionissued, in which event such permits, approvals or licenses Required Permits will be obtained by Borrower on a timely basis in accordance with all recorded maps and conditions, and applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Administrative Agent promptlyLender at the earliest possible date. In all events the Required Permits required to be delivered prior to the initial disbursement of Loan proceeds with respect to a Condominium Building Allocation and the Garage/Amenity Allocation shall include permits necessary to commence development of the applicable Condominium Building or garage and amenity; (fe) Full and complete detailed Plans and Specifications for the Improvements contained in the Project in duplicate, prepared by the Architect, for Phase IA; (f) The Construction Schedule; (g) A schedule (“Construction Schedule”) reasonably satisfactory to Administrative Agent, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be substantially completed on or before the Substantial Completion DateThe Soil Report; (h) A soil test report (“Soil The Environmental Report”) prepared by a licensed engineer reasonably satisfactory to Administrative Agent indicating to the satisfaction of Administrative Agent that the soil and subsurface conditions underlying the Project will support the Improvements; (i) The Administrative Agent has retained Lenders’ A report or reports from Lender’s Consultant to issue a report which will contain contains an analysis of the Plans and Specifications for Phase IASpecifications, the applicable Budget, the Construction Schedule, the General Contract (Phase IA)Contract, all subcontracts for Phase IA then existing and the Soil Report. Such report shall be solely for the benefit of Lender and contain (i) an analysis satisfactory to the Administrative Agent Lender demonstrating the adequacy of the applicable Budget to complete the Project Condominium Building and other improvements to be constructed with the proceeds of each Condominium Building Allocation or the Garage/Amenity Allocation, and (ii) a confirmation that the applicable Construction Schedule is realistic. Lender’s Consultant shall monitor construction of the Improvements and shall visit the Project at least one (1) time each month, and shall certify as to amounts of construction costs for all requested fundings; (j) The Architect’s Certificate; (k) Certification from an engineer or other professional reasonably acceptable to Lender in a form acceptable to Lender confirming that any wetlands located on the Land will not preclude the development of the Project; (l) A Notice of Commencement, if required under applicable state or local law; (m) Evidence of completion of the development of the onsite and offsite improvements for the applicable Phase of the Project for which a Condominium Building Allocation has been requested, to the extent necessary for Borrower to obtain a building permit for the applicable Condominium Building; and (n) Such other reports, materials and documents as Lender may reasonably require with respect to the Construction.