Common use of Permitted Uses of Revolving Credit Advances Clause in Contracts

Permitted Uses of Revolving Credit Advances. All proceeds of Revolving Credit Advances made during the Limited Waiver Period shall be used only to fund (i) operating expenses of the business of the Borrower and its Subsidiaries including, without limitation, the actual costs and expenses of owning, operating, managing, and maintaining the Assets including, without limitation, repairs, real estate and chattel taxes, income taxes, principal and interest payments on Debt for Borrowed Money, payments for FF&E, FF&E reserves and management fees, (ii) costs and expenses relating to the capital projects approved by the administrative agent under the Revolving Credit Agreement and described in Schedule 2(c) attached hereto, (iii) costs and expenses reasonably required to comply with applicable legal and franchise requirements pertaining to the ownership of the Assets and the operation and management of the business of the Borrower and its Subsidiaries, (iv) costs and expenses required on an emergency basis to avoid damage or injury to persons or property pertaining to the ownership of the Assets and the operation and management of the business of the Borrower and its Subsidiaries, (v) dividends on Preferred Interests issued prior to the Amendment Closing Date and otherwise permitted to be paid during the Limited Waiver Period by the terms of the Existing Credit Agreement as amended hereby, (vi) obligations of the Borrower under (x) the $28,900,000 Mezzanine Construction Loan Agreement between Borrower as mezzanine lender and X-X Xxxxxxxx Mezz, LLC as mezzanine borrower dated as of August 15, 2019 and (y) the Equity Purchase Option Agreement among Borrower, X-X Xxxxxxxx Mezz, LLC, X-X Xxxxxxxx, LLC, X-X Xxxxxxxx Owner, LLC and X-X Xxxxxxxx Hotel Unit Owner, LLC dated as of August 15, 2019 (in each case without reference to any amendments thereto unless the same is approved in writing by the Administrative Agent) and (vii) other reasonable uses approved by the administrative agent under the Revolving Credit Agreement (collectively, the “Permitted Uses”).

Permitted Uses of Revolving Credit Advances. All proceeds of Revolving Credit Advances made during the Limited Waiver Period shall be used only to fund (i) operating expenses of the business of the Borrower and its Subsidiaries including, without limitation, the actual costs and expenses of owning, operating, managing, and maintaining the Assets including, without limitation, repairs, real estate and chattel taxes, income taxes, principal and interest payments on Debt for Borrowed Money, payments for FF&E, FF&E reserves and management fees, (ii) costs and expenses relating to the capital projects approved by the administrative agent under the Revolving Credit Agreement and described in Schedule 2(c) attached hereto, (iii) costs and expenses reasonably required to comply with applicable legal and franchise requirements pertaining to the ownership of the Assets and the operation and management of the business of the Borrower and its Subsidiaries, (iv) costs and expenses required on an emergency basis to avoid damage or injury to persons or property pertaining to the ownership of the Assets and the operation and management of the business of the Borrower and its Subsidiaries, (v) dividends on Preferred Interests issued prior not to the Amendment Closing Date and otherwise permitted to be paid during the Limited Waiver Period by the terms of the Existing Credit Agreement as amended herebyexceed Twenty-Five Million Dollars ($25,000,000.00) per calendar year (“Permitted Preferred Payments”), (vi) obligations of the Borrower under (x) the $28,900,000 Mezzanine Construction Loan Agreement between Borrower as mezzanine lender and X-X Xxxxxxxx Mezz, LLC as mezzanine borrower dated as of August 15, 2019 and (y) the Equity Purchase Option Agreement among Borrower, X-X Xxxxxxxx Mezz, LLC, X-X Xxxxxxxx, LLC, X-X Xxxxxxxx Owner, LLC and X-X Xxxxxxxx Hotel Unit Owner, LLC dated as of August 15, 2019 (in each case without reference to any amendments thereto unless the same is approved in writing by the Administrative Agent) (collectively, the “Brickell Obligations”); provided, however, that amounts paid by the Borrower and its Subsidiaries in respect of the Brickell Obligations shall not exceed Twenty Five Million Dollars ($25,000,000.00) during the Amendment Period (as defined in Section 4), (vii) repayment of the Term Loan and the Other Facilities (as defined below) and repayment of existing Debt for Borrowed Money secured by mortgages and similar encumbrances on Hotel Assets which loans have maturity dates on or prior to December 31, 2023 (“Short Term Mortgage Debt”), provided that if Short Term Mortgage Debt is repaid and the Hotel Assets securing such Short Term Mortgage Debt are not sold or transferred (except for a sale or transfer to a Person that is a Subsidiary or an Affiliate of a Loan Party) in connection with the repayment thereof, any such Hotel Assets that qualify as Unencumbered Assets shall be promptly contributed to the Unencumbered Asset Pool in accordance with the terms of the Existing Credit Agreement as amended hereby, (viii) Permitted Investments (as defined below) and (viiix) other reasonable uses approved by the administrative agent under the Revolving Credit Agreement (collectively, the “Permitted Uses”).

Permitted Uses of Revolving Credit Advances. All proceeds of Revolving Credit Advances made during the Limited Waiver Period shall be used only to fund (i) operating expenses of the business of the Borrower and its Subsidiaries including, without limitation, the actual costs and expenses of owning, operating, managing, and maintaining the Assets including, without limitation, repairs, real estate and chattel taxes, income taxes, principal and interest payments on Debt for Borrowed Money, payments for FF&E, FF&E reserves and management fees, (ii) costs and expenses relating to the capital projects approved by the administrative agent under the Revolving Credit Agreement Administrative Agent and described in Schedule 2(c) attached hereto, (iii) costs and expenses reasonably required to comply with applicable legal and franchise requirements pertaining to the ownership of the Assets and the operation and management of the business of the Borrower and its Subsidiaries, (iv) costs and expenses required on an emergency basis to avoid damage or injury to persons or property pertaining to the ownership of the Assets and the operation and management of the business of the Borrower and its Subsidiaries, (v) dividends on Preferred Interests issued prior not to the Amendment Closing Date and otherwise permitted to be paid during the Limited Waiver Period by the terms of the Existing Credit Agreement as amended herebyexceed Twenty-Five Million Dollars ($25,000,000.00) per calendar year (“Permitted Preferred Payments”), (vi) obligations of the Borrower under (x) the $28,900,000 Mezzanine Construction Loan Agreement between Borrower as mezzanine lender and X-X Xxxxxxxx Mezz, LLC as mezzanine borrower dated as of August 15, 2019 and (y) the Equity Purchase Option Agreement among Borrower, X-X Xxxxxxxx Mezz, LLC, X-X Xxxxxxxx, LLC, X-X Xxxxxxxx Owner, LLC and X-X Xxxxxxxx Hotel Unit Owner, LLC dated as of August 15, 2019 (in each case without reference to any amendments thereto unless the same is approved in writing by the Administrative Agent) (collectively, the “Brickell Obligations”); provided, however, that amounts paid by the Borrower and its Subsidiaries in respect of the Brickell Obligations shall not exceed Twenty Five Million Dollars ($25,000,000.00) during the Amendment Period (as defined in Section 4), (vii) repayment of the Term Loan and the Other Facilities (as defined below) and repayment of existing Debt for Borrowed Money secured by mortgages and similar encumbrances on Hotel Assets which loans have maturity dates on or prior to December 31, 2023 (“Short Term Mortgage Debt”), provided that if Short Term Mortgage Debt is repaid and the Hotel Assets securing such Short Term Mortgage Debt are not sold or transferred (except for a sale or transfer to a Person that is a Subsidiary or an Affiliate of a Loan Party) in connection with the repayment thereof, any such Hotel Assets that qualify as Unencumbered Assets shall be promptly contributed to the Unencumbered Asset Pool in accordance with the terms of the Existing Credit Agreement as amended hereby, (viii) Permitted Investments (as defined below) and (viiix) other reasonable uses approved by the administrative agent under the Revolving Credit Agreement Administrative Agent (collectively, the “Permitted Uses”).

Permitted Uses of Revolving Credit Advances. All proceeds of Revolving Credit Advances made during the Limited Waiver Period shall be used only to fund (i) operating expenses of the business of the Borrower and its Subsidiaries including, without limitation, the actual costs and expenses of owning, operating, managing, and maintaining the Assets including, without limitation, repairs, real estate and chattel taxes, income taxes, principal and interest payments on Debt for Borrowed Money, payments for FF&E, FF&E reserves and management fees, (ii) costs and expenses relating to the capital projects approved by the administrative agent under the Revolving Credit Agreement Administrative Agent and described in Schedule 2(c) attached hereto, (iii) costs and expenses reasonably required to comply with applicable legal and franchise requirements pertaining to the ownership of the Assets and the operation and management of the business of the Borrower and its Subsidiaries, (iv) costs and expenses required on an emergency basis to avoid damage or injury to persons or property pertaining to the ownership of the Assets and the operation and management of the business of the Borrower and its Subsidiaries, (v) dividends on Preferred Interests issued prior to the Amendment Closing Date and otherwise permitted to be paid during the Limited Waiver Period by the terms of the Existing Credit Agreement as amended hereby, (vi) obligations of the Borrower under (x) the $28,900,000 Mezzanine Construction Loan Agreement between Borrower as mezzanine lender and XC-X Xxxxxxxx Mezz, LLC as mezzanine borrower dated as of August 15, 2019 and (y) the Equity Purchase Option Agreement among Borrower, XC-X Xxxxxxxx Mezz, LLC, XC-X Xxxxxxxx, LLC, XC-X Xxxxxxxx Owner, LLC and XC-X Xxxxxxxx Hotel Unit Owner, LLC dated as of August 15, 2019 (in each case without reference to any amendments thereto unless the same is approved in writing by the Administrative Agent) and (vii) other reasonable uses approved by the administrative agent under the Revolving Credit Agreement Administrative Agent (collectively, the “Permitted Uses”).