Texas Co. Borrower shall have furnished to the Administrative Agent a copy of the valid, permanent certificate or certificates of occupancy with respect to the Project, including all aspects of the hotel and spa and convention center facilities and all other material Improvements for which certificates of occupancy are required under applicable Laws, and copies of all other Permits required under applicable Laws or otherwise necessary for the use, occupancy and operation of the entire Project.
Texas Co. Borrower shall have furnished to the Administrative Agent a date down endorsement which continues the coverage under the Texas Mortgage Title Insurance Policy to a current date and also includes an updated survey endorsement based on the Title Insurer's review of the "as built" Survey, based on the Improvements to the Project as completed, without exception for any matter not previously approved by the Administrative Agent in writing, and such other endorsements as the Administrative Agent shall request, to the extent available. Texas Co-Borrower shall also have furnished the Administrative Agent with evidence reasonably satisfactory to the Administrative Agent regarding the compliance of all aspects of the Project with applicable zoning, subdivision and land use Requirements of Law.
Texas Co. Borrower shall have furnished to the Administrative Agent true and complete copies of a current rent roll and all Leases with respect to the Project.
Texas Co. Borrower shall have submitted and the Administrative Agent shall have approved (and provided to the Lenders) a detailed construction schedule (upon the Administrative Agent's approval of such schedule, such schedule shall constitute the "Project Schedule") providing for Completion of the construction of the Project occurring prior to the Final Completion Date.
Texas Co. Borrower's contract or contracts with the Project General Contractor for the performance of the work at and Completion of the Project Construction, (which contract or contracts, together with any modifications thereto approved by the Texas Co-Borrower and the Administrative Agent in writing and any Permissible Modifications thereto, shall constitute the "Project General Contract,") shall provide for the Completion of the Project Construction in accordance with the Approved Plans and Specifications prior to the Final Completion Date and otherwise contain terms and provisions satisfactory to the Construction Consultant.
Texas Co. Borrower shall have provided the Administrative Agent with (i) evidence reasonably satisfactory to it that each of the Approved Plans and Specifications, Permits, Construction Agreements and other Project Agreements have been collaterally assigned, to the extent the same are assignable, to the Administrative Agent for the benefit of the Lenders and other Holders of Secured Obligations pursuant to the Loan Documents and that the Administrative Agent holds a valid, existing and continuing Lien thereon, and (ii) a Consent and Agreement respecting such collateral assignment of each of the foregoing, in form and substance satisfactory to the Administrative Agent, duly authorized, executed and delivered by each of the Project Architect, the Project General Contractor and each of the other Persons (other than Texas Co-Borrower) party to any of the then-existing Construction Agreements and Project Agreements from whom or which the Administrative Agent requires such Consent and Agreement.
Texas Co. Borrower shall have provided the Administrative Agent with the site plan for the Project as approved by the zoning authorities and any other necessary Governmental Authorities, outlining the location of all Improvements constructed and to be constructed on the Project (other than Permissible Modifications), together with evidence satisfactory to the Administrative Agent that the Project is properly zoned for the construction of the Improvements contemplated thereon and intended operation thereof and that, when completed and operating, the Project will not violate any zoning, land use, subdivision or similar land use laws and ordinances or any other Laws, and that all Permits required for the construction of the Project have been obtained by Texas Co-Borrower, including all building permits and all filings by or with Governmental Authorities, and that upon the Substantial Completion Date of the Project all Permits required for the operation of the Project shall be obtainable in accordance with the schedule for the obtaining of such Permits included as part of the Approved Project Schedule.
Texas Co. Borrower and Parent Guarantor shall obtain and maintain property (or cause to be maintained) insurance policies and such insurance policies shall be Builder's Risk so-called "all risk" insurance in the amount of the lesser of one hundred percent (100%) of the replacement cost value of the completed Improvements (exclusive of excavation and foundation costs) or the sum of the Aggregate Outstanding Credit Exposure and the Aggregate Available Commitment. Such policy shall be written on a Builder's Risk Completed Value Form (100% non-reporting) or its equivalent and shall include coverage for loss by collapse, theft, wind, flood and earthquake. Flood insurance shall be procured in an amount not less than $30,000,000 and shall include a sublimit of not less than $25,000 coverage for improvements to landscaping), to the extent such coverage is available under standard policies at commercially reasonable terms and earthquake limits of liability shall be not less than $5,000,000 or such greater amount as is customarily carried by operators of similar high-quality lodging facilities in the same geographic region. Such insurance policy shall also include coverage for:
Texas Co. Borrower and Parent Guarantor shall cause the Project Architect (excluding any sub-architects or engineers) to obtain and maintain architect's or engineer's, as the case may be, professional liability insurance during the period commencing on the date of their respective agreements for the work to be performed by them, and expiring no earlier than three (3) years after completion of the Project. Such insurance shall be in an amount equal to at least $3,000,000 per occurrence for the Project Architect and at least $1,000,000 per occurrence for the engineers (excluding sub-engineers).
Texas Co. Borrower shall not commence construction of the Restaurant Facility, unless and until (i) Texas Co-Borrower shall have submitted and the Administrative Agent shall have approved plans and specifications and a schedule for the construction and completion of such restaurant, which plans, specifications and schedule shall be reasonably satisfactory to the Administrative Agent and (ii) Texas Co-Borrower shall have furnished evidence reasonably satisfactory to the Administrative Agent that such restaurant, and the development, construction and operation thereof, will have no adverse effect on the Project Schedule or the value or utility of the Project. Neither the plans and specifications nor the schedule for construction of the Restaurant Facility shall be materially altered without the prior written consent of the Administrative Agent, which shall not be unreasonably withheld.
