Common use of Asset Dispositions and Insurance and Condemnation Events Clause in Contracts

Asset Dispositions and Insurance and Condemnation Events. The Borrower shall make mandatory principal prepayments of the Pari Passu Debt and the Facilities in the manner set forth in clause (D) below inwith respect to the events, and in the amounts set forth in the following clauses (i)-(iii): (i) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period (or, with respect to clause (i)(Y) below, during the Covenant Relief Pledged Collateral Period) from (i)(X)from any non-ordinary course Asset Disposition (other than in respect of Borrowing Base Properties where the aggregate Net Proceeds do not exceed $400,000,000, which is addressed in clause (ii) below) occurring during the Restriction Period (for the avoidance of doubt, the sale of any Property (whether or not permitted by the Loan Documents) shall be deemed to be non-ordinary course) or (Y) any Asset Disposition of a Borrowing Base Property occurring during the Covenant Relief Pledged Collateral Period; provided that there shall be excluded from this clause (i) any Net Proceeds (1) received from sales of personal property which do not in the aggregate with all such sales during the Restriction Period, exceed $10,000,000, (2) received from intercompany transfers that do not result in a reduction of the value of the assets owned by the Loan Parties and their Wholly-Owned Subsidiaries on a consolidated basis or that constitute Permitted Investments, (3) received by any Excluded FelCor Subsidiary from an Asset Disposition, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary) and the aggregate Net Proceeds received from such Asset Dispositions, together with the aggregate Net Proceeds received pursuant to clause (A)(iv) above, do not exceed $250,000,000 (such Net Proceeds, the “Excluded FelCor Net Proceeds”) or (4) that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor,; or (ii) (ii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Covenant Relief Pledged Collateral Period from any Asset Disposition of a Borrowing Base Property; provided that (A) there shall be excluded from this clause any Net Proceeds that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor and (B) so long as no Default then exists, the Borrower shall be permitted to retain Net Proceeds from Asset Dispositions of a Borrowing Base Properties as follows: (1) up to $150,000,000, in the aggregate, shall be permitted to be retained by the Borrower; and (2) aggregate amounts of up to $250,000,000 in excess of the $150,000,000 retained pursuant to clause (1) above, shall be permitted to be retained by the Borrower so long as such Net Proceeds are (x) used no later than twelve (12) months from the date of the applicable Asset Disposition (such date, the “Twelve Month Prepayment Date”) for the Acquisition of Eligible Properties which are added as Borrowing Base Properties in accordance with Section 4.1; or (y) are allocated to the acquisition of Eligible Properties which, following such acquisition, will be added as Borrowing Base Properties in accordance with Section 4.1 pursuant to purchase and sale agreements with respect to such Eligible Properties which are in full force and effect as of the Twelve Month Prepayment Date; provided that if any such Net Proceeds retained under this subclause (2) are not so reinvested pursuant to clause (x) above on or prior to the Twelve Month Prepayment Date, or are not allocated to Acquisitions pursuant to clause (y) above on or prior to the Twelve Month Prepayment Date, then 100% of such Net Proceeds shall be applied pursuant to clause (D) below on or prior to the Twelve Month Prepayment Date, provided further, if any purchase and sale agreement for which Net Proceeds were allocated pursuant to clause (y) above is terminated (or the purchase price thereunder is reduced) after the Twelve Month Prepayment Date, 100% of the Net Proceeds allocated to such purchase and sale agreement (or, in the case of a reduction in the purchase price, Net Proceeds in an amount equal to such reduction) shall be applied pursuant to clause (D) below; provided, further, that notwithstanding anything to the contrary in this Section 2.8(b)(iv)(C)(ii), the obligations to reinvest or prepay pursuant to this clause (ii) shall immediately terminate concurrently with any termination of the Covenant Relief Pledged Collateral Period; or (iii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period from any Insurance and Condemnation Event occurring during the Restriction Period (except to the extent the Borrower shall confirm to the Administrative Agent that the Borrower has a reasonable expectation to reinvest such Net Proceeds from such Insurance and Condemnation Event in the restoration or rebuilding of the applicable affected asset; provided, that any Net Proceeds of such Insurance and Condemnation Event received in excess of the costs of such restoration or replacement shall be applied to the Pari Passu Bank Debt and the Facilities in accordance with clause (D) below), other than Net Proceeds received by any Excluded FelCor Subsidiary from an Insurance and Condemnation Event, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary). Such If applicable, such prepayments shall be made within five (5) Business Days after the Net Proceeds Receipt Date of such Asset Disposition or Insurance and Condemnation Event, as applicable.

Asset Dispositions and Insurance and Condemnation Events. The Borrower shall make mandatory principal prepayments of the Pari Passu Debt and the Facilities Loans in the manner set forth in clause (D) below inwith respect to the events, and in the amounts set forth in the following clauses (i)-(iii): (i) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period (or, with respect to clause (i)(Y) below, during the Covenant Relief Pledged Collateral Period) from (i)(X)from i)(X) any non-ordinary course Asset Disposition (other than in respect of Borrowing Base Properties where the aggregate Net Proceeds do not exceed $400,000,000, which is addressed in clause (ii) below) occurring during the Restriction Period (for the avoidance of doubt, the sale of any Property (whether or not permitted by the Loan Documents) shall be deemed to be non-ordinary course) or (Y) any Asset Disposition of a Borrowing Base Property occurring during the Covenant Relief Pledged Collateral Period; provided that there shall be excluded from this clause (i) any Net Proceeds (1) received from sales of personal property which do not in the aggregate with all such sales during the Restriction Period, exceed $10,000,000, (2) received from intercompany transfers that do not result in a reduction of the value of the assets owned by the Loan Parties and their Wholly-Owned Subsidiaries on a consolidated basis or that constitute Permitted Investments, (3) received by any Excluded FelCor Subsidiary from an Asset Disposition, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary) and the aggregate Net Proceeds received from such Asset Dispositions, together with the aggregate Net Proceeds received pursuant to clause (A)(iv) above, do not exceed $250,000,000 (such Net Proceeds, the “Excluded FelCor Net Proceeds”) or (4) that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor,; , or (ii) (ii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Covenant Relief Pledged Collateral Period from any Asset Disposition of a Borrowing Base Property; provided that (A) there shall be excluded from this clause any Net Proceeds that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor and (B) so long as no Default then exists, the Borrower shall be permitted to retain Net Proceeds from Asset Dispositions of a Borrowing Base Properties as follows: (1) up to $150,000,000, in the aggregate, shall be permitted to be retained by the Borrower; and (2) aggregate amounts of up to $250,000,000 in excess of the $150,000,000 retained pursuant to clause (1) above, shall be permitted to be retained by the Borrower so long as such Net Proceeds are (x) used no later than twelve (12) months from the date of the applicable Asset Disposition (such date, the “Twelve Month Prepayment Date”) for the Acquisition of Eligible Properties which are added as Borrowing Base Properties in accordance with Section 4.1; or (y) are allocated to the acquisition of Eligible Properties which, following such acquisition, will be added as Borrowing Base Properties in accordance with Section 4.1 pursuant to purchase and sale agreements with respect to such Eligible Properties which are in full force and effect as of the Twelve Month Prepayment Date; provided that if any such Net Proceeds retained under this subclause (2) are not so reinvested pursuant to clause (x) above on or prior to the Twelve Month Prepayment Date, or are not allocated to Acquisitions pursuant to clause (y) above on or prior to the Twelve Month Prepayment Date, then 100% of such Net Proceeds shall be applied pursuant to clause (D) below on or prior to the Twelve Month Prepayment Date, provided further, if any purchase and sale agreement for which Net Proceeds were allocated pursuant to clause (y) above is terminated (or the purchase price thereunder is reduced) after the Twelve Month Prepayment Date, 100% of the Net Proceeds allocated to such purchase and sale agreement (or, in the case of a reduction in the purchase price, Net Proceeds in an amount equal to such reduction) shall be applied pursuant to clause (D) below; provided, further, that notwithstanding anything to the contrary in this Section 2.8(b)(iv)(C)(ii), the obligations to reinvest or prepay pursuant to this clause (ii) shall immediately terminate concurrently with any termination of the Covenant Relief Pledged Collateral Period; or (iii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period from any Insurance and Condemnation Event occurring during the Restriction Period (except to the extent the Borrower shall confirm to the Administrative Agent that the Borrower has a reasonable expectation to reinvest such Net Proceeds from such Insurance and Condemnation Event in the restoration or rebuilding of the applicable affected asset; provided, that any Net Proceeds of such Insurance and Condemnation Event received in excess of the costs of such restoration or replacement shall be applied to the Pari Passu Bank Debt and the Facilities Loans in accordance with clause (D) D below), other than Net Proceeds received by any Excluded FelCor Subsidiary from an Insurance and Condemnation Event, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary). Such If applicable, such prepayments shall be made within five (5) Business Days after the Net Proceeds Receipt Date of such Asset Disposition or Insurance and Condemnation Event, as applicable.” (iv) amending and restating clause (D) thereof to read as follows:

Asset Dispositions and Insurance and Condemnation Events. The Borrower shall make mandatory principal prepayments of the Pari Passu Debt and the Facilities Loans in the manner set forth in clause (D) below inwith respect to the events, and in the amounts set forth in the following clauses (i)-(iii): (i) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period (or, with respect to clause (i)(Y) below, during the Covenant Relief Pledged Collateral Period) from (i)(X)from any non-ordinary course Asset Disposition (other than in respect of Borrowing Base Properties where the aggregate Net Proceeds do not exceed $400,000,000, which is addressed in clause (ii) below) occurring during the Restriction Period (for the avoidance of doubt, the sale of any Property (whether or not permitted by the Loan Documents) shall be deemed to be non-ordinary course) or (Y) any Asset Disposition of a Borrowing Base Property occurring during the Covenant Relief Pledged Collateral Period; provided that there shall be excluded from this clause (i) any Net Proceeds (1) received from sales of personal property which do not in the aggregate with all such sales during the Restriction Period, exceed $10,000,000, (2) received from intercompany transfers that do not result in a reduction of the value of the assets owned by the Loan Parties and their Wholly-Owned Subsidiaries on a consolidated basis or that constitute Permitted Investments, (3) received by any Excluded FelCor Subsidiary from an Asset Disposition, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary) and the aggregate Net Proceeds received from such Asset Dispositions, together with the aggregate Net Proceeds received pursuant to clause (A)(iv) above, do not exceed $250,000,000 (such Net Proceeds, the “Excluded FelCor Net Proceeds”) or (4) that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor,; or (ii) (ii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Covenant Relief Pledged Collateral Period from any Asset Disposition of a Borrowing Base Property; provided that (A) there shall be excluded from this clause any Net Proceeds that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor and (B) so long as no Default then exists, the Borrower shall be permitted to retain Net Proceeds from Asset Dispositions of a Borrowing Base Properties as follows: (1) up to $150,000,000, in the aggregate, shall be permitted to be retained by the Borrower; and (2) aggregate amounts of up to $250,000,000 in excess of the $150,000,000 retained pursuant to clause (1) above, shall be permitted to be retained by the Borrower so long as such Net Proceeds are (x) used no later than twelve (12) months from the date of the applicable Asset Disposition (such date, the “Twelve Month Prepayment Date”) for the Acquisition of Eligible Properties which are added as Borrowing Base Properties in accordance with Section 4.1; or (y) are allocated to the acquisition of Eligible Properties which, following such acquisition, will be added as Borrowing Base Properties in accordance with Section 4.1 pursuant to purchase and sale agreements with respect to such Eligible Properties which are in full force and effect as of the Twelve Month Prepayment Date; provided that if any such Net Proceeds retained under this subclause (2) are not so reinvested pursuant to clause (x) above on or prior to the Twelve Month Prepayment Date, or are not allocated to Acquisitions pursuant to clause (y) above on or prior to the Twelve Month Prepayment Date, then 100% of such Net Proceeds shall be applied pursuant to clause (D) below on or prior to the Twelve Month Prepayment Date, provided further, if any purchase and sale agreement for which Net Proceeds were allocated pursuant to clause (y) above is terminated (or the purchase price thereunder is reduced) after the Twelve Month Prepayment Date, 100% of the Net Proceeds allocated to such purchase and sale agreement (or, in the case of a reduction in the purchase price, Net Proceeds in an amount equal to such reduction) shall be applied pursuant to clause (D) below; provided, further, that notwithstanding anything to the contrary in this Section 2.8(b)(iv)(C)(ii), the obligations to reinvest or prepay pursuant to this clause (ii) shall immediately terminate concurrently with any termination of the Covenant Relief Pledged Collateral Period; or (iii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period from any Insurance and Condemnation Event occurring during the Restriction Period (except to the extent the Borrower shall confirm to the Administrative Agent that the Borrower has a reasonable expectation to reinvest such Net Proceeds from such Insurance and Condemnation Event in the restoration or rebuilding of the applicable affected asset; provided, that any Net Proceeds of such Insurance and Condemnation Event received in excess of the costs of such restoration or replacement shall be applied to the Pari Passu Bank Debt and the Facilities Loans in accordance with clause (D) below), other than Net Proceeds received by any Excluded FelCor Subsidiary from an Insurance and Condemnation Event, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary). Such If applicable, such prepayments shall be made within five (5) Business Days after the Net Proceeds Receipt Date of such Asset Disposition or Insurance and Condemnation Event, as applicable.

Asset Dispositions and Insurance and Condemnation Events. The Borrower Company shall make mandatory principal prepayments of the Pari Passu Debt and the Facilities Loans in the manner set forth in clause (D) below inwith respect to the events, and in the amounts set forth in the following clauses (i)-(iii): (i) an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period (or, with respect to clause (i)(Y) below, during the Covenant Relief Pledged Collateral Period) Period from (i)(X)from i) any non-ordinary course Asset Disposition (other than in respect of Borrowing Base Properties where the aggregate Net Proceeds do not exceed $400,000,000, which is addressed in clause (ii) below) occurring during the Restriction Covenant Relief Period (for the avoidance of doubt, the sale of any Property transaction pursuant to a Hotel Sale Agreement (whether or not permitted by hereunder) and Asset Dispositions pursuant to transfers of Equity Interests in, or issuance of Equity Interests by, Subsidiaries (other than any such transfers or issuances that do not result in a reduction in the Loan Documentsvalue of the direct or indirect ownership interest of the Company in such Subsidiary) shall be deemed to be non-ordinary course) or (Y) any Asset Disposition of a Borrowing Base Property occurring during the Covenant Relief Pledged Collateral Period); provided that there shall be excluded from this clause (i) any Net Cash Proceeds (1) received from sales of personal property which do not in the aggregate with all such sales during the Restriction Period, exceed $10,000,000constituting Equity Interests, (2) received from intercompany transfers that do not result in a reduction of the value of the assets owned by the Loan Parties and their Wholly-Owned Subsidiaries on a consolidated basis or that constitute Permitted Investments, (3) received by any Excluded FelCor Subsidiary from an Asset Disposition, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary) and the aggregate Net Proceeds received from such Asset Dispositions, together with the aggregate Net Proceeds received pursuant to clause (A)(iv) above, do not exceed $250,000,000 (such Net Proceeds, the “Excluded FelCor Net Proceeds”) or (4) that are held for application application, or applied, in connection with an exchange or swap of interests in Property and any related personal property assets (which Property acquired in such exchange or swap shall become an Eligible Property included in the calculation of Unencumbered Asset Value at all times during the Covenant Relief Period after the applicable acquisition date thereof) in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor,; or (ii) 3) received from intercompany transfers (ii) other than to an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries entity that is or becomes a non-Wholly Owned Subsidiary or an Excluded Subsidiary at any time during the Covenant Relief Pledged Collateral Period from unless pursuant to any Asset Disposition of a Borrowing Base Property; provided intercompany Investment that (A) there shall be excluded from this clause any Net Proceeds that are held for application in connection with an exchange or swap of Property in a transaction covered is permitted by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor and (B10.11.(d)) so long as no Default then exists, the Borrower shall be permitted to retain Net Proceeds from Asset Dispositions of a Borrowing Base Properties as follows: (1) up to $150,000,000, in the aggregate, shall be permitted to be retained by the Borrower; and (2) aggregate amounts of up to $250,000,000 in excess of the $150,000,000 retained pursuant to clause (1) above, shall be permitted to be retained by the Borrower so long as such Net Proceeds are (x) used no later than twelve (12) months from the date of the applicable Asset Disposition (such date, the “Twelve Month Prepayment Date”) for the Acquisition of Eligible Properties which are added as Borrowing Base Properties in accordance with Section 4.1; or (y) are allocated to the acquisition of Eligible Properties which, following such acquisition, will be added as Borrowing Base Properties in accordance with Section 4.1 pursuant to purchase and sale agreements with respect to such Eligible Properties which are in full force and effect as of the Twelve Month Prepayment Date; provided that if any such Net Proceeds retained under this subclause (2) are not so reinvested pursuant to clause (x) above on or prior to the Twelve Month Prepayment Date, or are not allocated to Acquisitions pursuant to clause (y) above on or prior to the Twelve Month Prepayment Date, then 100% of such Net Proceeds shall be applied pursuant to clause (D) below on or prior to the Twelve Month Prepayment Date, provided further, if any purchase and sale agreement for which Net Proceeds were allocated pursuant to clause (y) above is terminated (or the purchase price thereunder is reduced) after the Twelve Month Prepayment Date, 100% of the Net Proceeds allocated to such purchase and sale agreement (or, in the case of a reduction in the purchase price, Net Proceeds in an amount equal to such reduction) shall be applied pursuant to clause (D) below; provided, further, that notwithstanding anything to the contrary in this Section 2.8(b)(iv)(C)(ii), the obligations to reinvest or prepay pursuant to this clause (ii) shall immediately terminate concurrently with any termination of the Covenant Relief Pledged Collateral Period; or (iii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period from any Insurance and Condemnation Event occurring during the Restriction Covenant Relief Period (except to the extent the Borrower Company shall confirm to the Administrative Agent that the Borrower Company has a reasonable expectation to reinvest such Net Cash Proceeds from such Insurance and Condemnation Event in the restoration or rebuilding of the applicable affected asset; provided, that any Net Proceeds of such Insurance and Condemnation Event received in excess of the costs of such restoration or replacement shall be applied to the Pari Passu Bank Debt and the Facilities in accordance with clause (D) below), other than Net Proceeds received by any Excluded FelCor Subsidiary from an Insurance and Condemnation Event, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary). Such If applicable, such prepayments shall be made within five three (53) Business Days after the Net Cash Proceeds Receipt Date of such Asset Disposition or Insurance and Condemnation Event, as applicable.

Asset Dispositions and Insurance and Condemnation Events. The Borrower shall make mandatory principal prepayments of the Pari Passu Debt and the Facilities in the manner set forth in clause (D) below inwith respect to the events, and in the amounts set forth in the following clauses (i)-(iii): (i) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period (or, with respect to clause (i)(Y) below, during the Covenant Relief Pledged Collateral Period) from (i)(X)from i)(X) any non-ordinary course Asset Disposition (other than in respect of Borrowing Base Properties where the aggregate Net Proceeds do not exceed $400,000,000, which is addressed in clause (ii) below) occurring during the Restriction Period (for the avoidance of doubt, the sale of any Property (whether or not permitted by the Loan Documents) shall be deemed to be non-ordinary course) or (Y) any Asset Disposition of a Borrowing Base Property occurring during the Covenant Relief Pledged Collateral Period; provided that there shall be excluded from this clause (i) any Net Proceeds (1) received from sales of personal property which do not in the aggregate with all such sales during the Restriction Period, exceed $10,000,000, (2) received from intercompany transfers that do not result in a reduction of the value of the assets owned by the Loan Parties and their Wholly-Owned Subsidiaries on a consolidated basis or that constitute Permitted Investments, (3) received by any Excluded FelCor Subsidiary from an Asset Disposition, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary) and the aggregate Net Proceeds received from such Asset Dispositions, together with the aggregate Net Proceeds received pursuant to clause (A)(iv) above, do not exceed $250,000,000 (such Net Proceeds, the “Excluded FelCor Net Proceeds”) or (4) that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor,; , or (ii) (ii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Covenant Relief Pledged Collateral Period from any Asset Disposition of a Borrowing Base Property; provided that (A) there shall be excluded from this clause any Net Proceeds that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor and (B) so long as no Default then exists, the Borrower shall be permitted to retain Net Proceeds from Asset Dispositions of a Borrowing Base Properties as follows: (1) up to $150,000,000, in the aggregate, shall be permitted to be retained by the Borrower; and (2) aggregate amounts of up to $250,000,000 in excess of the $150,000,000 retained pursuant to clause (1) above, shall be permitted to be retained by the Borrower so long as such Net Proceeds are (x) used no later than twelve (12) months from the date of the applicable Asset Disposition (such date, the “Twelve Month Prepayment Date”) for the Acquisition of Eligible Properties which are added as Borrowing Base Properties in accordance with Section 4.1; or (y) are allocated to the acquisition of Eligible Properties which, following such acquisition, will be added as Borrowing Base Properties in accordance with Section 4.1 pursuant to purchase and sale agreements with respect to such Eligible Properties which are in full force and effect as of the Twelve Month Prepayment Date; provided that if any such Net Proceeds retained under this subclause (2) are not so reinvested pursuant to clause (x) above on or prior to the Twelve Month Prepayment Date, or are not allocated to Acquisitions pursuant to clause (y) above on or prior to the Twelve Month Prepayment Date, then 100% of such Net Proceeds shall be applied pursuant to clause (D) below on or prior to the Twelve Month Prepayment Date, provided further, if any purchase and sale agreement for which Net Proceeds were allocated pursuant to clause (y) above is terminated (or the purchase price thereunder is reduced) after the Twelve Month Prepayment Date, 100% of the Net Proceeds allocated to such purchase and sale agreement (or, in the case of a reduction in the purchase price, Net Proceeds in an amount equal to such reduction) shall be applied pursuant to clause (D) below; provided, further, that notwithstanding anything to the contrary in this Section 2.8(b)(iv)(C)(ii), the obligations to reinvest or prepay pursuant to this clause (ii) shall immediately terminate concurrently with any termination of the Covenant Relief Pledged Collateral Period; or (iii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period from any Insurance and Condemnation Event occurring during the Restriction Period (except to the extent the Borrower shall confirm to the Administrative Agent that the Borrower has a reasonable expectation to reinvest such Net Proceeds from such Insurance and Condemnation Event in the restoration or rebuilding of the applicable affected asset; provided, that any Net Proceeds of such Insurance and Condemnation Event received in excess of the costs of such restoration or replacement shall be applied to the Pari Passu Bank Debt and the Facilities in accordance with clause (D) D below), other than Net Proceeds received by any Excluded FelCor Subsidiary from an Insurance and Condemnation Event, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary). Such If applicable, such prepayments shall be made within five (5) Business Days after the Net Proceeds Receipt Date of such Asset Disposition or Insurance and Condemnation Event, as applicable.” (iv) amending and restating clause (D) thereof to read as follows:

Asset Dispositions and Insurance and Condemnation Events. The Borrower Company shall make mandatory principal prepayments of the Pari Passu Debt and the Facilities Loans in the manner set forth in clause (D) below inwith respect to the events, and in the amounts set forth in the following clauses (i)-(iii): (i) an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period (or, with respect to clause (i)(Y) below, during the Covenant Relief Pledged Collateral Period) Period from (i)(X)from i) any non-ordinary course Asset Disposition (other than in respect of Borrowing Base Properties where the aggregate Net Proceeds do not exceed $400,000,000, which is addressed in clause (ii) below) occurring during the Restriction Covenant Relief Period (for the avoidance of doubt, the sale of any Property transaction pursuant to a Hotel Sale Agreement (whether or not permitted by hereunder) and Asset Dispositions pursuant to transfers of Equity Interests in, or issuance of Equity Interests by, Subsidiaries (other than any such transfers or issuances that do not result in a reduction in the Loan Documentsvalue of the direct or indirect ownership interest of the Company in such Subsidiary) shall be deemed to be non-ordinary course) or (Y) any Asset Disposition of a Borrowing Base Property occurring during the Covenant Relief Pledged Collateral Period); provided that there shall be excluded from this clause (i) any Net Cash Proceeds (1) received from sales of personal property which do not in the aggregate with all such sales during the Restriction Period, exceed $10,000,000constituting Equity Interests, (2) received from intercompany transfers that do not result in a reduction of the value of the assets owned by the Loan Parties and their Wholly-Owned Subsidiaries on a consolidated basis or that constitute Permitted Investments, (3) received by any Excluded FelCor Subsidiary from an Asset Disposition, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary) and the aggregate Net Proceeds received from such Asset Dispositions, together with the aggregate Net Proceeds received pursuant to clause (A)(iv) above, do not exceed $250,000,000 (such Net Proceeds, the “Excluded FelCor Net Proceeds”) or (4) that are held for application in connection with an exchange or swap of Property (which Property shall become an Eligible Property included in the calculation of Unencumbered Asset Value at all times during the Covenant Relief Period after the applicable acquisition date thereof) in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor,; or (ii) 3) received from intercompany transfers (ii) other than to an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries entity that is or becomes a non-Wholly Owned Subsidiary or an Excluded Subsidiary at any time during the Covenant Relief Pledged Collateral Period from unless pursuant to any Asset Disposition of a Borrowing Base Property; provided intercompany Investment that (A) there shall be excluded from this clause any Net Proceeds that are held for application in connection with an exchange or swap of Property in a transaction covered is permitted by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor and (B10.11.(d)) so long as no Default then exists, the Borrower shall be permitted to retain Net Proceeds from Asset Dispositions of a Borrowing Base Properties as follows: (1) up to $150,000,000, in the aggregate, shall be permitted to be retained by the Borrower; and (2) aggregate amounts of up to $250,000,000 in excess of the $150,000,000 retained pursuant to clause (1) above, shall be permitted to be retained by the Borrower so long as such Net Proceeds are (x) used no later than twelve (12) months from the date of the applicable Asset Disposition (such date, the “Twelve Month Prepayment Date”) for the Acquisition of Eligible Properties which are added as Borrowing Base Properties in accordance with Section 4.1; or (y) are allocated to the acquisition of Eligible Properties which, following such acquisition, will be added as Borrowing Base Properties in accordance with Section 4.1 pursuant to purchase and sale agreements with respect to such Eligible Properties which are in full force and effect as of the Twelve Month Prepayment Date; provided that if any such Net Proceeds retained under this subclause (2) are not so reinvested pursuant to clause (x) above on or prior to the Twelve Month Prepayment Date, or are not allocated to Acquisitions pursuant to clause (y) above on or prior to the Twelve Month Prepayment Date, then 100% of such Net Proceeds shall be applied pursuant to clause (D) below on or prior to the Twelve Month Prepayment Date, provided further, if any purchase and sale agreement for which Net Proceeds were allocated pursuant to clause (y) above is terminated (or the purchase price thereunder is reduced) after the Twelve Month Prepayment Date, 100% of the Net Proceeds allocated to such purchase and sale agreement (or, in the case of a reduction in the purchase price, Net Proceeds in an amount equal to such reduction) shall be applied pursuant to clause (D) below; provided, further, that notwithstanding anything to the contrary in this Section 2.8(b)(iv)(C)(ii), the obligations to reinvest or prepay pursuant to this clause (ii) shall immediately terminate concurrently with any termination of the Covenant Relief Pledged Collateral Period; or (iii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period from any Insurance and Condemnation Event occurring during the Restriction Covenant Relief Period (except to the extent the Borrower Company shall confirm to the Administrative Agent that the Borrower Company has a reasonable expectation to reinvest such Net Cash Proceeds from such Insurance and Condemnation Event in the restoration or rebuilding of the applicable affected asset; provided, that any Net Proceeds of such Insurance and Condemnation Event received in excess of the costs of such restoration or replacement shall be applied to the Pari Passu Bank Debt and the Facilities in accordance with clause (D) below), other than Net Proceeds received by any Excluded FelCor Subsidiary from an Insurance and Condemnation Event, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary). Such If applicable, such prepayments shall be made within five three (53) Business Days after the Net Cash Proceeds Receipt Date of such Asset Disposition or Insurance and Condemnation Event, as applicable.

Asset Dispositions and Insurance and Condemnation Events. The Borrower shall make mandatory principal prepayments of the Pari Passu Debt and the Facilities in the manner set forth in clause (D) below inwith respect to the events, and Prepayment Waterfall in the amounts set forth in the following clauses (i)-(iii): (i) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period (or, with respect to clause (i)(Y) below, during the Covenant Relief Pledged Collateral Period) from (i)(X)from i) any non-ordinary course Asset Disposition (other than in respect of Borrowing Base Properties where the aggregate Net Proceeds do not exceed $400,000,000, which is addressed in clause (ii) below) occurring during the Restriction Period (for the avoidance of doubt, the sale of any Property (whether or not permitted by the Loan Documents) shall be deemed to be non-ordinary course) or (Y) any Asset Disposition of a Borrowing Base Property occurring during the Covenant Relief Pledged Collateral Period); provided that there shall be excluded from this clause (i) any Net Proceeds (1) received from sales of personal property which do not in the aggregate with all such sales during the Restriction Period, exceed $10,000,000, (2) received from intercompany transfers that do not result in a reduction of the value of the assets owned by the Loan Parties and their Wholly-Owned Subsidiaries on a consolidated basis or that constitute Permitted Investments, (3) received by any Excluded FelCor Subsidiary from an Asset Disposition, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary) and the aggregate Net Proceeds received from such Asset Dispositions, together with the aggregate Net Proceeds received pursuant to clause (A)(iv) above, do not exceed $250,000,000 (such Net Proceeds, the “Excluded FelCor Net Proceeds”) or (4) that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor,; , or (ii) (ii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Covenant Relief Pledged Collateral Period from any Asset Disposition of a Borrowing Base Property; provided that (A) there shall be excluded from this clause any Net Proceeds that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor and (B) so long as no Default then exists, the Borrower shall be permitted to retain Net Proceeds from Asset Dispositions of a Borrowing Base Properties as follows: (1) up to $150,000,000, in the aggregate, shall be permitted to be retained by the Borrower; and (2) aggregate amounts of up to $250,000,000 in excess of the $150,000,000 retained pursuant to clause (1) above, shall be permitted to be retained by the Borrower so long as such Net Proceeds are (x) used no later than twelve (12) months from the date of the applicable Asset Disposition (such date, the “Twelve Month Prepayment Date”) for the Acquisition of Eligible Properties which are added as Borrowing Base Properties in accordance with Section 4.1; or (y) are allocated to the acquisition of Eligible Properties which, following such acquisition, will be added as Borrowing Base Properties in accordance with Section 4.1 pursuant to purchase and sale agreements with respect to such Eligible Properties which are in full force and effect as of the Twelve Month Prepayment Date; provided that if any such Net Proceeds retained under this subclause (2) are not so reinvested pursuant to clause (x) above on or prior to the Twelve Month Prepayment Date, or are not allocated to Acquisitions pursuant to clause (y) above on or prior to the Twelve Month Prepayment Date, then 100% of such Net Proceeds shall be applied pursuant to clause (D) below on or prior to the Twelve Month Prepayment Date, provided further, if any purchase and sale agreement for which Net Proceeds were allocated pursuant to clause (y) above is terminated (or the purchase price thereunder is reduced) after the Twelve Month Prepayment Date, 100% of the Net Proceeds allocated to such purchase and sale agreement (or, in the case of a reduction in the purchase price, Net Proceeds in an amount equal to such reduction) shall be applied pursuant to clause (D) below; provided, further, that notwithstanding anything to the contrary in this Section 2.8(b)(iv)(C)(ii), the obligations to reinvest or prepay pursuant to this clause (ii) shall immediately terminate concurrently with any termination of the Covenant Relief Pledged Collateral Period; or (iii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period from any Insurance and Condemnation Event occurring during the Restriction Period (except to the extent the Borrower shall confirm to the Administrative Agent that the Borrower has a reasonable expectation to reinvest such Net Proceeds from such Insurance and Condemnation Event in the restoration or rebuilding of the applicable affected asset; provided, that any Net Proceeds of such Insurance and Condemnation Event received in excess of the costs of such restoration or replacement shall be applied to the Pari Passu Bank Debt and the Facilities in accordance with clause (D) belowthe Prepayment Waterfall), other than Net Proceeds received by any Excluded FelCor Subsidiary from an Insurance and Condemnation Event, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary). Such If applicable, such prepayments shall be made within five (5) Business Days after the Net Proceeds Receipt Date of such Asset Disposition or Insurance and Condemnation Event, as applicable.

Asset Dispositions and Insurance and Condemnation Events. The If the aggregate Net Cash Proceeds of such Mandatory Prepayment Event exceeds $5,000,000, the Borrower shall make mandatory principal prepayments of the Pari Passu Debt and the Facilities Loans in the manner set forth in clause (DSection 2.10(c) below inwith respect to the events, and in the amounts set forth in the following clauses (i)-(iii): (i) an amount equal to one hundred percent (100%) % of the all aggregate Net Cash Proceeds received by (including the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period (or, with respect to clause (i)(Y) below, during the Covenant Relief Pledged Collateral Periodinitial $5,000,000 portion thereof) from (i)(X)from a) any non-ordinary course Asset Disposition (other than in respect of Borrowing Base Properties where the aggregate Net Proceeds do not exceed $400,000,000including, which is addressed in clause (ii) below) occurring during the Restriction Period (for the avoidance of doubt, the sale of any Property (whether or not permitted A) Net Cash Proceeds received by the Loan Documents) shall be deemed to be non-ordinary course) or (Y) VR Trust from any Asset Disposition involving VR Partners and its subsidiaries but excluding, for the avoidance of doubt, any Eligible Cash 1031 Proceeds following any 1031 Asset Disposition involving VR Partners and its subsidiaries until January 1, 2024 and (B) Net Cash Proceeds received by the Borrower or a Subsidiary with respect to the disposition of a Borrowing Base Collateral Pool Property occurring during the Covenant Relief Pledged Collateral Perioddisposed of in accordance with Section 4A.04); provided that there shall be excluded from this clause (ia) any Net Eligible Cash 1031 Proceeds (1) received from sales of personal property which do not in the aggregate with all such sales during the Restriction Period, exceed $10,000,000any 1031 Asset Disposition at any time, (2b) received from intercompany transfers that do not result in a reduction of the value of the assets owned by the Loan Parties and their Wholly-Owned Subsidiaries on a consolidated basis or that constitute Permitted Investments, (3) received by any Excluded FelCor Subsidiary from an Asset Disposition, so long as the Net Eligible Cash 1031 Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary) and the aggregate Net Proceeds received from such Asset Dispositions, together with the aggregate Net Proceeds received pursuant to clause (A)(iv) above, do not exceed $250,000,000 (such Net Proceeds, the “Excluded FelCor Net Proceeds”) or (4) that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor,; or (ii) (ii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Covenant Relief Pledged Collateral Period from any Asset Disposition of other than a Borrowing Base Property; provided that (A) there shall be excluded from this clause any Net Proceeds that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor and (B) so long as no Default then exists, the Borrower shall be permitted to retain Net Proceeds from Asset Dispositions of a Borrowing Base Properties as follows: (1) up to $150,000,000, in the aggregate, shall be permitted to be retained by the Borrower; and (2) aggregate amounts of up to $250,000,000 in excess of the $150,000,000 retained pursuant to clause (1) above, shall be permitted to be retained by the Borrower so long as such Net Proceeds are (x) used no later than twelve (12) months from the date of the applicable Asset Disposition (such dateafter the Term Loans have been repaid in full, the “Twelve Month Prepayment Date”) for the Acquisition of Eligible Properties which are added as Borrowing Base Properties in accordance with Section 4.1; or (yc) are allocated to the acquisition of Eligible Properties which, following such acquisition, will be added as Borrowing Base Properties in accordance with Section 4.1 pursuant to purchase and sale agreements with respect to such Eligible Properties which are in full force and effect as of the Twelve Month Prepayment Date; provided that if any such Net Proceeds retained under this subclause (2) are not so reinvested pursuant to clause (x) above on or prior to the Twelve Month Prepayment Date, or are not allocated to Acquisitions pursuant to clause (y) above on or prior to the Twelve Month Prepayment Date, then 100% of such Net Proceeds shall be applied pursuant to clause (D) below on or prior to the Twelve Month Prepayment Date, provided further, if any purchase and sale agreement for which Net Proceeds were allocated pursuant to clause (y) above is terminated (or the purchase price thereunder is reduced) after the Twelve Month Prepayment Date, 100% of the Net Proceeds allocated to such purchase and sale agreement (or, in the case of a reduction in the purchase price, Net Proceeds in an amount equal to such reduction) shall be applied pursuant to clause (D) below; provided, further, that notwithstanding anything to the contrary in this Section 2.8(b)(iv)(C)(ii), the obligations to reinvest or prepay pursuant to this clause (ii) shall immediately terminate concurrently with any termination of the Covenant Relief Pledged Collateral Period; or (iii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period from any Insurance and Condemnation Event occurring during the Restriction Period (Event, except to the extent that the Borrower shall confirm confirms to the Administrative Agent that the Borrower has a reasonable expectation reasonably expects to reinvest use such Net Proceeds from such Insurance and Condemnation Event proceeds in the restoration restoration, rebuilding or rebuilding replacement of the applicable affected asset; providedasset within 180 days (or, that any Net Proceeds of such Insurance and Condemnation Event received in excess if committed within 180 days, within 360 days) of the costs of such restoration or replacement shall be applied to Net Cash Proceeds Receipt Date and complies with the Pari Passu Bank Debt and the Facilities requirements set forth in accordance with clause (D) below), other than Net Proceeds received by any Excluded FelCor Subsidiary from an Insurance and Condemnation Event, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor SubsidiarySection 5.15(h). Such If applicable, such prepayments shall be made within five thirty (530) Business Days days after the Net Cash Proceeds Receipt Date of such Asset Disposition or and within thirty (30) days after the Net Cash Proceeds Receipt Date of such Insurance and Condemnation Event, as applicable. Notwithstanding the foregoing, following the payment in full of the Term Loans, so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the Borrower may reinvest any Net Cash Proceeds generated from any Disposition of such Real Estate to acquire new Real Estate without being subject to a Mandatory Prepayment Event and the resulting prepayment obligations of this Section 2.10(b)(iii).

Asset Dispositions and Insurance and Condemnation Events. The Borrower Company shall make mandatory principal prepayments of the Pari Passu Debt and the Facilities Loans in the manner set forth in clause (D) below inwith respect to the events, and in the amounts set forth in the following clauses (i)-(iii): (i) an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period (or, with respect to clause (i)(Y) below, during the Covenant Relief Pledged Collateral Period) Period from (i)(X)from i) any non-ordinary course Asset Disposition (other than in respect of Borrowing Base Properties where the aggregate Net Proceeds do not exceed $400,000,000, which is addressed in clause (ii) below) occurring during the Restriction Covenant Relief Period (for the avoidance of doubt, the sale of any Property transaction pursuant to a Hotel Sale Agreement (whether or not permitted by hereunder) and Asset Dispositions pursuant to transfers of Equity Interests in, or issuance of Equity Interests by, Subsidiaries (other than any such transfers or issuances that do not result in a reduction in the Loan Documentsvalue of the direct or indirect ownership interest of the Company in such Subsidiary) shall be deemed to be non-ordinary course) or (Y) any Asset Disposition of a Borrowing Base Property occurring during the Covenant Relief Pledged Collateral Period); provided that there shall be excluded from this clause (i) any Net Cash Proceeds (1) received from sales of personal property which do not in the aggregate with all such sales during the Restriction Period, exceed $10,000,000constituting Equity Interests, (2) received from intercompany transfers that do not result in a reduction of the value of the assets owned by the Loan Parties and their Wholly-Owned Subsidiaries on a consolidated basis or that constitute Permitted Investments, (3) received by any Excluded FelCor Subsidiary from an Asset Disposition, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary) and the aggregate Net Proceeds received from such Asset Dispositions, together with the aggregate Net Proceeds received pursuant to clause (A)(iv) above, do not exceed $250,000,000 (such Net Proceeds, the “Excluded FelCor Net Proceeds”) or (4) that are held for application application, or applied, in connection with an exchange or swap of interests in Property and any related personal property assets (which Property acquired in such exchange or swap shall become an Eligible Property included in the calculation of Unencumbered Asset Value at all times during the Covenant Relief Period after the applicable acquisition date thereof) in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor,; ;, or (ii) 3) received from intercompany transfers (ii) other than to an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries entity that is or becomes a non-Wholly Owned Subsidiary or an Excluded Subsidiary at any time during the Covenant Relief Pledged Collateral Period from unless pursuant to any Asset Disposition of a Borrowing Base Property; provided intercompany Investment that (A) there shall be excluded from this clause any Net Proceeds that are held for application in connection with an exchange or swap of Property in a transaction covered is permitted by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor and (B10.11.(d)) so long as no Default then exists, the Borrower shall be permitted to retain Net Proceeds from Asset Dispositions of a Borrowing Base Properties as follows: (1) up to $150,000,000, in the aggregate, shall be permitted to be retained by the Borrower; and (2) aggregate amounts of up to $250,000,000 in excess of the $150,000,000 retained pursuant to clause (1) above, shall be permitted to be retained by the Borrower so long as such Net Proceeds are (x) used no later than twelve (12) months from the date of the applicable Asset Disposition (such date, the “Twelve Month Prepayment Date”) for the Acquisition of Eligible Properties which are added as Borrowing Base Properties in accordance with Section 4.1; or (y) are allocated to the acquisition of Eligible Properties which, following such acquisition, will be added as Borrowing Base Properties in accordance with Section 4.1 pursuant to purchase and sale agreements with respect to such Eligible Properties which are in full force and effect as of the Twelve Month Prepayment Date; provided that if any such Net Proceeds retained under this subclause (2) are not so reinvested pursuant to clause (x) above on or prior to the Twelve Month Prepayment Date, or are not allocated to Acquisitions pursuant to clause (y) above on or prior to the Twelve Month Prepayment Date, then 100% of such Net Proceeds shall be applied pursuant to clause (D) below on or prior to the Twelve Month Prepayment Date, provided further, if any purchase and sale agreement for which Net Proceeds were allocated pursuant to clause (y) above is terminated (or the purchase price thereunder is reduced) after the Twelve Month Prepayment Date, 100% of the Net Proceeds allocated to such purchase and sale agreement (or, in the case of a reduction in the purchase price, Net Proceeds in an amount equal to such reduction) shall be applied pursuant to clause (D) below; provided, further, that notwithstanding anything to the contrary in this Section 2.8(b)(iv)(C)(ii), the obligations to reinvest or prepay pursuant to this clause (ii) shall immediately terminate concurrently with any termination of the Covenant Relief Pledged Collateral Period; or (iii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period from any Insurance and Condemnation Event occurring during the Restriction Covenant Relief Period (except to the extent the Borrower Company shall confirm to the Administrative Agent that the Borrower Company has a reasonable expectation to reinvest such Net Cash Proceeds from such Insurance and Condemnation Event in the restoration or rebuilding of the applicable affected asset; provided, that any Net Proceeds of such Insurance and Condemnation Event received in excess of the costs of such restoration or replacement shall be applied to the Pari Passu Bank Debt and the Facilities in accordance with clause (D) below), other than Net Proceeds received by any Excluded FelCor Subsidiary from an Insurance and Condemnation Event, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary). Such If applicable, such prepayments shall be made within five three (53) Business Days after the Net Cash Proceeds Receipt Date of such Asset Disposition or Insurance and Condemnation Event, as applicable.

Asset Dispositions and Insurance and Condemnation Events. The Borrower shall make mandatory principal prepayments of the Pari Passu Debt and the Facilities Loan in the manner set forth in clause (D) below inwith respect to the events, and Prepayment Waterfall in the amounts set forth in the following clauses (i)-(iii): (i) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period (or, with respect to clause (i)(Y) below, during the Covenant Relief Pledged Collateral Period) from (i)(X)from i) any non-ordinary course Asset Disposition (other than in respect of Borrowing Base Properties where the aggregate Net Proceeds do not exceed $400,000,000, which is addressed in clause (ii) below) occurring during the Restriction Period (for the avoidance of doubt, the sale of any Property (whether or not permitted by the Loan Documents) shall be deemed to be non-ordinary course) or (Y) any Asset Disposition of a Borrowing Base Property occurring during the Covenant Relief Pledged Collateral Period); provided that there shall be excluded from this clause (i) any Net Proceeds (1) received from sales of personal property which do not in the aggregate with all such sales during the Restriction Period, exceed $10,000,000, (2) received from intercompany transfers that do not result in a reduction of the value of the assets owned by the Loan Parties and their Wholly-Owned Subsidiaries on a consolidated basis or that constitute Permitted Investments, (3) received by any Excluded FelCor Subsidiary from an Asset Disposition, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary) and the aggregate Net Proceeds received from such Asset Dispositions, together with the aggregate Net Proceeds received pursuant to clause (A)(iv) above, do not exceed $250,000,000 (such Net Proceeds, the “Excluded FelCor Net Proceeds”) or (4) that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor,; , or (ii) (ii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Covenant Relief Pledged Collateral Period from any Asset Disposition of a Borrowing Base Property; provided that (A) there shall be excluded from this clause any Net Proceeds that are held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor and (B) so long as no Default then exists, the Borrower shall be permitted to retain Net Proceeds from Asset Dispositions of a Borrowing Base Properties as follows: (1) up to $150,000,000, in the aggregate, shall be permitted to be retained by the Borrower; and (2) aggregate amounts of up to $250,000,000 in excess of the $150,000,000 retained pursuant to clause (1) above, shall be permitted to be retained by the Borrower so long as such Net Proceeds are (x) used no later than twelve (12) months from the date of the applicable Asset Disposition (such date, the “Twelve Month Prepayment Date”) for the Acquisition of Eligible Properties which are added as Borrowing Base Properties in accordance with Section 4.1; or (y) are allocated to the acquisition of Eligible Properties which, following such acquisition, will be added as Borrowing Base Properties in accordance with Section 4.1 pursuant to purchase and sale agreements with respect to such Eligible Properties which are in full force and effect as of the Twelve Month Prepayment Date; provided that if any such Net Proceeds retained under this subclause (2) are not so reinvested pursuant to clause (x) above on or prior to the Twelve Month Prepayment Date, or are not allocated to Acquisitions pursuant to clause (y) above on or prior to the Twelve Month Prepayment Date, then 100% of such Net Proceeds shall be applied pursuant to clause (D) below on or prior to the Twelve Month Prepayment Date, provided further, if any purchase and sale agreement for which Net Proceeds were allocated pursuant to clause (y) above is terminated (or the purchase price thereunder is reduced) after the Twelve Month Prepayment Date, 100% of the Net Proceeds allocated to such purchase and sale agreement (or, in the case of a reduction in the purchase price, Net Proceeds in an amount equal to such reduction) shall be applied pursuant to clause (D) below; provided, further, that notwithstanding anything to the contrary in this Section 2.8(b)(iv)(C)(ii), the obligations to reinvest or prepay pursuant to this clause (ii) shall immediately terminate concurrently with any termination of the Covenant Relief Pledged Collateral Period; or (iii) an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries during the Restriction Period from any Insurance and Condemnation Event occurring during the Restriction Period (except to the extent the Borrower shall confirm to the Administrative Agent that the Borrower has a reasonable expectation to reinvest such Net Proceeds from such Insurance and Condemnation Event in the restoration or rebuilding of the applicable affected asset; provided, that any Net Proceeds of such Insurance and Condemnation Event received in excess of the costs of such restoration or replacement shall be applied to the Pari Passu Bank Debt and the Facilities Loan in accordance with clause (D) belowthe Prepayment Waterfall), other than Net Proceeds received by any Excluded FelCor Subsidiary from an Insurance and Condemnation Event, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary). Such If applicable, such prepayments shall be made within five (5) Business Days after the Net Proceeds Receipt Date of such Asset Disposition or Insurance and Condemnation Event, as applicable.