Common use of Collateral Trigger Prepayments Clause in Contracts

Collateral Trigger Prepayments. During a Prepayment Period, the Borrower shall prepay the Outstanding Amount of Loans and/or the aggregate outstanding principal amount under any Pari Passu Debt (payable upon the aggregate amount of proceeds exceeding $1,000,000), in an amount equal to 100% of: (A) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to asset sales consummated during such Prepayment Period and not reinvested in the Unencumbered Pool (including the acquisition of a Property to be included in the Unencumbered Pool) within six (6) months after the receipt of such Net Proceeds (such six-month period with respect to such Net Proceeds as it may be extended pursuant to the immediately following proviso, a “Reinvestment Period”) (but excluding from the mandatory prepayment requirements in this clause (A) up to $100,000,000 in Net Proceeds received as a result of one or more such asset sales in the aggregate during such Prepayment Period); provided, that, if, as of the third (3rd) Business Day following the end of such six-month period, the Borrower or a Subsidiary of the Borrower shall be a party to a binding contract for the purchase of a Borrowing Base Property executed during such six-month period, then such Reinvestment Period shall be extended for an additional sixty (60) days (or such longer period as the Administrative Agent may permit in its sole discretion in order to permit the closing of such property purchase) upon written notice from the Borrower to the Administrative Agent, which notice shall attach a certified copy of the applicable purchase contract; and (B) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to any Borrowed Money Recourse Debt (other than (1) construction loans and (2) Revolving Credit Loans) incurred during such Prepayment Period. All payments under this subsection (b)(iii) shall be applied in accordance with Section 11.5(c).

Collateral Trigger Prepayments. During a Prepayment Period, the Borrower shall prepay the Outstanding Amount of Loans and/or the aggregate outstanding principal amount under any Pari Passu Debt (payable upon the aggregate amount of proceeds exceeding $1,000,000), in an amount equal to 100% of: (A) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to asset sales consummated during such Prepayment Period and not reinvested in the Unencumbered Pool (including the acquisition of a Property to be included in the Unencumbered Pool) within six (6) months after the receipt of such Net Proceeds (such six-month period with respect to such Net Proceeds as it may be extended pursuant to the immediately following proviso, a “Reinvestment Period”) (but excluding from the mandatory prepayment requirements in this clause (A) up to $100,000,000 in Net Proceeds received as a result of one or more such asset sales in the aggregate during such Prepayment Period); provided, that, if, as of the third (3rd) Business Day following the end of such six-month period, the Borrower or a Subsidiary of the Borrower shall be a party to a binding contract for the purchase of a Borrowing Base Property executed during such six-month period, then such Reinvestment Period shall be extended for an additional sixty (60) days (or such longer period as the Administrative Agent may permit in its sole discretion in order to permit the closing of such property purchase) upon written notice from the Borrower to the Administrative Agent, which notice shall attach a certified copy of the applicable purchase contract; and (B) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to any Borrowed Money Recourse Debt (other than (1) construction loans and (2) Revolving Credit LoansLoans (as defined in the Revolving Credit Agreement)) incurred during such Prepayment Period. All payments under this subsection (b)(iii) shall be applied in accordance with Section 11.5(c11.5(b).

Collateral Trigger Prepayments. During a Prepayment Period, the Borrower shall prepay the Outstanding Amount of Loans and/or the aggregate outstanding principal amount under any Pari Passu Debt (payable upon the aggregate amount of proceeds exceeding $1,000,000), in an amount equal to 100% of: (A) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to asset sales consummated during such Prepayment Period and not reinvested in the Unencumbered Pool (including the acquisition of a Property to be included in the Unencumbered Pool) within six (6) months after the receipt of such Net Proceeds (such six-month period with respect to such Net Proceeds as it may be extended pursuant to the immediately following proviso, a “Reinvestment Period”) (but excluding from the mandatory prepayment requirements in this clause (A) up to $100,000,000 in Net Proceeds received as a result of one or more such asset sales in the aggregate during such Prepayment Period); provided, that, if, as of the third (3rd) Business Day following the end of such six-month period, the Borrower or a Subsidiary of the Borrower shall be a party to a binding contract for the purchase of a Borrowing Base Property executed during such six-month period, then such Reinvestment Period shall be extended for an additional sixty (60) days (or such longer period as the Administrative Agent may permit in its sole discretion in order to permit the closing of such property purchase) upon written notice from the Borrower to the Administrative Agent, which notice shall attach a certified copy of the applicable purchase contract; and (B) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to any Borrowed Money Recourse Debt (other than (1) construction loans and (2) Revolving Credit LoansLoans (as defined in the Revolving Credit Agreement)) incurred during such Prepayment Period. All payments under this subsection (b)(iii) shall be applied in accordance with Section 11.5(c11.5.(b).

Collateral Trigger Prepayments. During a Prepayment Period, the Borrower shall prepay the Outstanding Amount of Loans and/or the aggregate outstanding principal amount under any Pari Passu Debt (payable upon the aggregate amount of proceeds exceeding $1,000,000), in an amount equal to 100% of: (A) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to asset sales consummated during such Prepayment Period and not reinvested in the Unencumbered Pool (including the acquisition of a Property to be included in the Unencumbered Pool) within six (6) months after the receipt of such Net Proceeds (such six-month period with respect to such Net Proceeds as it may be extended pursuant to the immediately following proviso, a “Reinvestment Period”) (but excluding from the mandatory prepayment requirements in this clause (A) up to $100,000,000 in Net Proceeds received as a result of one or more such asset sales in the aggregate during such Prepayment Period); provided, that, if, as of the third (3rd) Business Day following the end of such six-month period, the Borrower or a Subsidiary of the Borrower shall be a party to a binding contract for the purchase of a Borrowing Base Property executed during such six-month period, then such Reinvestment Period shall be extended for an additional sixty (60) days (or such longer period as the Administrative Agent may permit in its sole discretion in order to permit the closing of such property purchase) upon written notice from the Borrower to the Administrative Agent, which notice shall attach a certified copy of the applicable purchase contract; and (B) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to any Borrowed Money Recourse Debt (other than (1) construction loans and (2) Revolving Credit Loans) incurred during such Prepayment Period. All payments under this subsection (b)(iii) shall be applied in accordance with Section 11.5(c11.5.(c).

Collateral Trigger Prepayments. During a Prepayment Period, the Borrower shall prepay the Outstanding Amount of Loans and/or the aggregate outstanding principal amount under any Pari Passu Bank Debt (payable upon the aggregate amount of proceeds exceeding $1,000,000), in an amount equal to 100% of: (A) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to asset sales consummated during such Prepayment Period and not reinvested in the Unencumbered Pool (including the acquisition of a Property to be included in the Unencumbered Pool) within six (6) months after the receipt of such Net Proceeds (such six-month period with respect to such Net Proceeds as it may be extended pursuant to the immediately following proviso, a “Reinvestment Period”) (but excluding from the mandatory prepayment requirements in this clause (A) up to $100,000,000 in Net Proceeds received as a result of one or more such asset sales in the aggregate during such Prepayment Period); provided, that, if, as of the third (3rd) Business Day following the end of such six-month period, the Borrower or a Subsidiary of the Borrower shall be a party to a binding contract for the purchase of a Borrowing Base Property executed during such six-month period, then such Reinvestment Period shall be extended for an additional sixty (60) days (or such longer period as the Administrative Agent may permit in its sole discretion in order to permit the closing of such property purchase) upon written notice from the Borrower to the Administrative Agent, which notice shall attach a certified copy of the applicable purchase contract; and (B) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to any Borrowed Money Recourse Debt (other than (1) construction loans and (2) Revolving Credit Loans) incurred during such Prepayment Period. All payments under this subsection (b)(iii) shall be applied in accordance with Section 11.5(c).

Collateral Trigger Prepayments. During a Prepayment Period, the Borrower shall prepay the Outstanding Amount of Loans and/or the aggregate outstanding principal amount under any Pari Passu Bank Debt (payable upon the aggregate amount of proceeds exceeding $1,000,000), in an amount equal to 100% of: (A) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to asset sales consummated during such Prepayment Period and not reinvested in the Unencumbered Pool (including the acquisition of a Property to be included in the Unencumbered Pool) within six (6) months after the receipt of such Net Proceeds (such six-month period with respect to such Net Proceeds as it may be extended pursuant to the immediately following proviso, a “Reinvestment Period”) (but excluding from the mandatory prepayment requirements in this clause (A) up to $100,000,000 in Net Proceeds received as a result of one or more such asset sales in the aggregate during such Prepayment Period); provided, that, if, as of the third (3rd) Business Day following the end of such six-month period, the Borrower or a Subsidiary of the Borrower shall be a party to a binding contract for the purchase of a Borrowing Base Property executed during such six-month period, then such Reinvestment Period shall be extended for an additional sixty (60) days (or such longer period as the Administrative Agent may permit in its sole discretion in order to permit the closing of such property purchase) upon written notice from the Borrower to the Administrative Agent, which notice shall attach a certified copy of the applicable purchase contract; and (B) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to any Borrowed Money Recourse Debt (other than (1) construction loans and (2) Revolving Credit LoansLoans (as defined in the Revolving Credit Agreement)) incurred during such Prepayment Period. All payments under this subsection (b)(iii) shall be applied in accordance with Section 11.5(c11.5(b).

Collateral Trigger Prepayments. During a Prepayment Period, the Borrower shall prepay the Outstanding Amount of Loans and/or the aggregate outstanding principal amount under any Pari Passu Debt (payable upon the aggregate amount of proceeds exceeding $1,000,000), in an amount equal to 100% of: (A) : · the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to asset sales consummated during such Prepayment Period and not reinvested in the Unencumbered Pool (including the acquisition of a Property to be included in the Unencumbered Pool) within six (6) months after the receipt of such Net Proceeds (such six-month period with respect to such Net Proceeds as it may be extended pursuant to the immediately following proviso, a “Reinvestment Period”) (but excluding from the mandatory prepayment requirements in this clause (A) up to $100,000,000 in Net Proceeds received as a result of one or more such asset sales in the aggregate during such Prepayment Period); provided, that, if, as of the third (3rd) Business Day following the end of such six-month period, the Borrower or a Subsidiary of the Borrower shall be a party to a binding contract for the purchase of a Borrowing Base Property executed during such six-month period, then such Reinvestment Period shall be extended for an additional sixty (60) days (or such longer period as the Administrative Agent may permit in its sole discretion in order to permit the closing of such property purchase) upon written notice from the Borrower to the Administrative Agent, which notice shall attach a certified copy of the applicable purchase contract; and (B) and · the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to any Borrowed Money Recourse Debt (other than (1) construction loans and (2) Revolving Credit LoansLoans (as defined in the Revolving Credit Agreement)) incurred during such Prepayment Period. All payments under this subsection (b)(iii) shall be applied in accordance with Section 11.5(c11.5.(b).

Collateral Trigger Prepayments. During a Prepayment Period, the Borrower shall prepay the Outstanding Amount of Loans and/or the aggregate outstanding principal amount under any Pari Passu Debt (payable upon the aggregate amount of proceeds exceeding $1,000,000), in an amount equal to 100% of: (Aa) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to asset sales consummated during such Prepayment Period and not reinvested in the Unencumbered Pool (including the acquisition of a Property to be included in the Unencumbered Pool) within six (6) months after the receipt of such Net Proceeds (such six-month period with respect to such Net Proceeds as it may be extended pursuant to the immediately following proviso, a “Reinvestment Period”) (but excluding from the mandatory prepayment requirements in this clause (A) up to $100,000,000 in Net Proceeds received as a result of one or more such asset sales in the aggregate during such Prepayment Period); provided, that, if, as of the third (3rd) Business Day following the end of such six-month period, the Borrower or a Subsidiary of the Borrower shall be a party to a binding contract for the purchase of a Borrowing Base Property executed during such six-month period, then such Reinvestment Period shall be extended for an additional sixty (60) days (or such longer period as the Administrative Agent may permit in its sole discretion in order to permit the closing of such property purchase) upon written notice from the Borrower to the Administrative Agent, which notice shall attach a certified copy of the applicable purchase contract; and (Bb) the Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with respect to any Borrowed Money Recourse Debt (other than (1) construction loans and (2) Revolving Credit LoansLoans (as defined in the Revolving Credit Agreement)) incurred during such Prepayment Period. All payments under this subsection (b)(iii) shall be applied in accordance with Section 11.5(c11.5(b).