Common use of Conditions to each Drawdown Clause in Contracts

Conditions to each Drawdown. (a) The obligation of Five Arrows to make contributions pursuant to any Notice of Drawdown shall be subject to the following conditions precedent (and, if any such condition is not satisfied, other than solely due to actions or omissions of Five Arrows, then Five Arrows shall not be deemed to be a Defaulting Stockholder with respect to such Notice of Drawdown): (i) no default by Hospitality Partners in the observance or performance of any material agreement contained in this Agreement shall have occurred and be continuing; (ii) no Event of Default under Section 11(a) of the Articles Supplementary designating the Class A Preferred Stock shall have occurred and be continuing; (iii) no default by the Company in the observance or performance of any material agreement contained in this Agreement or the Articles Supplementary designating the Class A Preferred Stock shall have occurred and be continuing; (iv) no default by CHP in the observance or performance of any material agreement contained in the CHP Securities Purchase Agreement or the agreements contemplated thereby shall have occurred and be continuing; (v) all documents related to the financing of the Hotels by the Company and all other material documents required to be delivered by the Company thereunder or in connection with the transactions contemplated hereunder and thereunder and any material changes, amendments, modifications or waivers thereto shall have been approved by Five Arrows, in its sole discretion; (vi) all documents related to the leases of the Hotels and all the governing documents relating to each of the tenants thereunder shall have been approved by Five Arrows, in its sole discretion; (vii) the acquisition of the Portfolio Investment to which such Notice of Drawdown relates shall be made by the Company in all material respects in accordance with the purchase agreement related to such acquisition and any material amendment, modification, changes or waiver thereto shall have been approved by each Stockholder; (viii) no material default or breach under any Advisor Investment Document shall have occurred and be continuing and such agreements shall be in full force and effect; and (ix) the Company shall have purchased officers' and directors' liability insurance in such amounts and on such terms as are customary for entities engaged in the same or similar business as the Company and as are reasonably acceptable to Five Arrows. (b) The obligation of Hospitality Partners to make contributions pursuant to any Notice of Drawdown shall be subject to the following conditions precedent (and, if any such condition is not satisfied, other than solely due to actions or omissions of Hospitality Partners, then Hospitality Partners shall not be deemed to be a Defaulting Stockholder with respect to such Notice of Drawdown): (i) no default by Five Arrows in the observance or performance of any material agreement contained in this Agreement shall have occurred and be continuing; (ii) in the event that the directors designated by Five Arrows constitute a majority of the Board (as defined herein), no default by the Company in the observance or performance of any material agreement contained in the Articles Supplementary designating the Class B Preferred Stock shall have occurred and be continuing; (iii) no default by Five Arrows in the observance or performance of any material agreement contained in the CHP Securities Purchase Agreement or the agreements contemplated thereby shall have occurred and be continuing; (iv) in the event that the directors designated by Five Arrows constitute a majority of the Board, the acquisition of the Portfolio Investment to which such Notice of Drawdown relates shall be made by the Company in all material respects in accordance with the purchase agreement related to such acquisition and any material amendment, modification, changes or waiver thereto shall have been approved by each Stockholder; (v) no material default or breach under any Advisor Investment Document shall have occurred and be continuing and such agreements shall be in full force and effect; and (vi) the Company shall have purchased officers' and directors' liability insurance in such amounts and against such risks as is customary for an entity engaged in the same or similar business as the Company.