Common use of Dispositions; Casualty Events Clause in Contracts

Dispositions; Casualty Events. (A) All Net Cash Proceeds described in clauses (a) or (d) of the definition thereof that are realized or received by the Parent and its Subsidiaries (but, in the case of any Property-Level Subsidiary, only to the extent permitted by the terms of any Mortgage Indebtedness to distribute such net cash proceeds to the Borrower), shall be paid to the Administrative Agent, for distribution to the Lenders for application to the Loans in accordance with the provisions of Section 2.04(c), within five (5) Business Days after realization or receipt of such Net Cash Proceeds; provided that, in respect of Net Cash Proceeds realized or received with respect to any Disposition of a Hotel Property or other Disposition pursuant to clauses (e), (h)(vii) and (h)(viii) of Section 7.05 or any Casualty Event, no such prepayment shall be required pursuant to this Section 2.04(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention, to either (1) reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.04(b)(i)(B) or (2) utilize all or a portion of such Net Cash Proceeds to fund operations at Property-Level Subsidiaries in accordance with Section 2.04(b)(i)(C) (which election may only be made if no Event of Default has occurred and is then continuing). (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition of a Hotel Property or other Disposition pursuant to clauses (e), (h)(vii) and (h)(viii) of Section 7.05 or any Casualty Event, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of such Net Cash Proceeds (to the extent not utilized pursuant to Section 2.04(b)(i)(C)) in new Hotel Properties and other capital assets useful for the business of the Borrower and its Subsidiaries and JV Subsidiaries within one hundred and eighty (180) days of the receipt of such Net Cash Proceeds; provided that if any Net Cash Proceeds are not so reinvested within such reinvestment period, an amount equal to any such Net Cash Proceeds shall be immediately applied to the payment of the Loans pursuant to Section 2.04(c). (C) With respect to any Net Cash Proceeds realized or received with respect to any Disposition of a Hotel Property or other Disposition pursuant to clauses (e), (h)(vii) and (h)(viii) of Section 7.05 or any Casualty Event, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower may use all or a portion of such Net Cash Proceeds (to the extent not reinvested pursuant to Section 2.04(b)(i)(B)) to pay any operating deficits at any Property-Level Subsidiary, provided that the aggregate amount of such Net Cash Proceeds that may be utilized pursuant to this Section 2.04(b)(i)(C) shall not exceed (1) $50,000,000 in any fiscal year of the Borrower (with no carry-over to subsequent fiscal years) and (2) $125,000,000 in the aggregate prior to the Maturity Date.

Dispositions; Casualty Events. Immediately upon any Disposition by any Borrower or any Loan Party pursuant to Section 7.02(d)(ii), the Borrowers shall prepay the outstanding principal of the Revolving Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrowers or any such Loan Party in connection with such Disposition. Upon the loss, destruction or taking by condemnation of any Collateral, the Borrowers shall prepay the outstanding principal of the Revolving Loans in an amount equal to one hundred percent (100%) of the Loss Proceeds received by any Loan Party in connection therewith, net of any reasonable expenses incurred in collecting such Loss Proceeds; provided, that, such prepayment shall not be required if, but only if, each of the following conditions are fully satisfied in a manner acceptable to the Agent (in its Permitted Discretion): (A) All Net Cash Proceeds described in clauses (a) no Default or (d) of the definition thereof that are realized or received by the Parent and its Subsidiaries (but, in the case of any Property-Level Subsidiary, only to the extent permitted by the terms of any Mortgage Indebtedness to distribute such net cash proceeds to the Borrower), shall be paid to the Administrative Agent, for distribution to the Lenders for application to the Loans in accordance with the provisions of Section 2.04(c), within five (5) Business Days after realization or receipt of such Net Cash Proceeds; provided that, in respect of Net Cash Proceeds realized or received with respect to any Disposition of a Hotel Property or other Disposition pursuant to clauses (e), (h)(vii) and (h)(viii) of Section 7.05 or any Casualty Event, no such prepayment shall be required pursuant to this Section 2.04(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention, to either (1) reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.04(b)(i)(B) or (2) utilize all or a portion of such Net Cash Proceeds to fund operations at Property-Level Subsidiaries in accordance with Section 2.04(b)(i)(C) (which election may only be made if no Event of Default has occurred and is then continuing). or would result from such loss, destruction or taking, would result from the receipt of such Loss Proceeds or would result from the proposed use or disbursement of such Loss Proceeds, (B) With respect one hundred percent (100%) of such Loss Proceeds are immediately deposited into a separate deposit account selected by the Agent, which deposit account shall be subject to any Net Cash a Control Agreement, over which the Agent shall have full dominion and control and a perfected, first priority security interest, (C) the Agent receives from Administrative Borrower a certificate within two (2) months after the Loan Party’s receipt of such Loss Proceeds, stating that all or part of such Loss Proceeds realized shall be used to replace the assets or received property lost, destroyed or taken, in accordance with respect this Section and the other terms and conditions of this Agreement within twelve months after the receipt of such Loss Proceeds (which certificate shall set forth an estimate of the Loss Proceeds to any Disposition of a Hotel Property or other Disposition pursuant be so expended and reasonably identify the assets to clauses (ebe purchased with such Loss Proceeds), (h)(vii) and (h)(viiiD) Administrative Borrower delivers to the Agent within twelve months after receipt of Section 7.05 or any Casualty Event, at such Loss Proceeds receipts and such other evidence as the option Agent may require in connection with the acquisition of the Borrowerassets and property so identified (whereupon, and so long as no Event subject to the satisfaction of Default shall have occurred and be continuingthe other conditions set forth in this paragraph, the Borrower may reinvest Agent shall disburse such Loss Proceeds in connection with replacing the assets or cause to be reinvested property of such Loan Party lost, destroyed or taken by such Loan Party within twelve months after the receipt of such Loss Proceeds). If all or any portion of such Net Cash Proceeds (to the extent not utilized pursuant to Section 2.04(b)(i)(C)) in new Hotel Properties and other capital assets useful for the business of the Borrower and its Subsidiaries and JV Subsidiaries within one hundred and eighty (180) days of the receipt of such Net Cash Proceeds; provided that if any Net Cash Loss Proceeds are not so reinvested used in accordance with clause (D) of the preceding sentence within the twelve month period set forth therein or any Event of Default exists and is continuing, the Agent shall apply such reinvestment period, an amount equal unused Loss Proceeds to prepay the Revolving Loans in accordance with this subsection. The provisions of this subsection (iii) shall not be deemed to be implied consent to any such Net Cash Proceeds shall be immediately applied to issuance, incurrence or sale otherwise prohibited by the payment terms and conditions of the Loans pursuant to Section 2.04(c)this Agreement. (C) With respect to any Net Cash Proceeds realized or received with respect to any Disposition of a Hotel Property or other Disposition pursuant to clauses (e), (h)(vii) and (h)(viii) of Section 7.05 or any Casualty Event, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower may use all or a portion of such Net Cash Proceeds (to the extent not reinvested pursuant to Section 2.04(b)(i)(B)) to pay any operating deficits at any Property-Level Subsidiary, provided that the aggregate amount of such Net Cash Proceeds that may be utilized pursuant to this Section 2.04(b)(i)(C) shall not exceed (1) $50,000,000 in any fiscal year of the Borrower (with no carry-over to subsequent fiscal years) and (2) $125,000,000 in the aggregate prior to the Maturity Date.

Dispositions; Casualty Events. (A) All Within 5 Business Days of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds described in of any voluntary or involuntary sale or disposition by any Loan Party of assets (excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a) or ), (b), (c), (d) of the definition thereof that are realized or received by the Parent and its Subsidiaries (but, in the case of any Property-Level Subsidiary, only to the extent permitted by the terms of any Mortgage Indebtedness to distribute such net cash proceeds to the Borrower), shall be paid to the Administrative Agent, for distribution to the Lenders for application to the Loans in accordance with the provisions of Section 2.04(c), within five (5) Business Days after realization or receipt of such Net Cash Proceeds; provided that, in respect of Net Cash Proceeds realized or received with respect to any Disposition of a Hotel Property or other Disposition pursuant to clauses (e), (h)(vii) and i), (h)(viiik), (l), or (m) of Section 7.05 the definition of Permitted Dispositions) or of any Casualty Event (including insurance proceeds and awards of condemnation in connection with any Casualty Event), no such prepayment Borrowers shall be required pursuant prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to this Section 2.04(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention, to either (1) reinvest or cause to be reinvested all or a portion 100% of such Net Cash Proceeds (including condemnation awards and payments in accordance lieu thereof) received by such Person in connection with Section 2.04(b)(i)(B) such sales or (2) utilize all dispositions or a portion of such Net Cash Proceeds to fund operations at Property-Level Subsidiaries in accordance with Section 2.04(b)(i)(C) (which election may only be made if no Event of Default has occurred and is then continuing). (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition of a Hotel Property or other Disposition pursuant to clauses (e), (h)(vii) and (h)(viii) of Section 7.05 or any Casualty Event; provided that, at the option of the Borrower, and so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, and (B) within such five (5) Business Day period, Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale, disposition or Casualty Event or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, then Borrowers shall be continuingpermitted to use such Net Cash Proceeds from such sales or dispositions for such purposes in accordance with the terms of this Section 2.4(e)(ii) so long as Borrowers remit such Net Cash Proceeds from such sales or dispositions to Agent for application to the outstanding amount of the Advances, without a corresponding permanent reduction in the Borrower may reinvest or cause Maximum Revolver Amount, and Agent shall establish a reserve against the Borrowing Base and/or the Maximum Revolver Amount in an aggregate amount equal to be reinvested all or any portion 100% of such Net Cash Proceeds (a “Reinvestment Reserve”). So long as Borrowers or their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrowers shall have the option to request an Advance in an aggregate amount up to the amount of such monies for further application to the costs of replacement of the properties or assets that are the subject of such sale, disposition or Casualty Event and/or to the purchase or construction of assets useful in the business of Parent or its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, Borrowers shall be deemed to have directed the Agent to apply all such monies not so utilized pursuant to in accordance with Section 2.04(b)(i)(C2.4(f)(ii). Following the application of all such monies in accordance with this Section 2.4(e)(ii) and Section 2.4(f)(ii), as applicable, Agent shall release the applicable Reinvestment Reserve(s) against the Borrowing Base and/or the Maximum Revolver Amount, as applicable, established in new Hotel Properties and other capital assets useful for accordance with this Section 2.4(e)(ii). Notwithstanding the business of the Borrower foregoing, (i) Parent and its Subsidiaries and JV Subsidiaries within one hundred and eighty (180) days of shall not have the receipt of such Net Cash Proceeds; provided that if any Net Cash Proceeds are not so reinvested within such reinvestment period, an amount equal right to any use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $10,000,000 in any given Fiscal Year and (ii) if at the time of any Permitted Disposition of any Real Property listed on Schedule R-2 and/or any Equipment situated thereon (each, an “Excess Asset Disposition”) the Fixed Charge Coverage Ratio (computed in accordance with Section 7.1 hereof) is less than 1.1:1.0, Agent shall be immediately applied entitled to establish and maintain, at the payment sole discretion of Agent, a reserve against the Borrowing Base and/or the Maximum Revolver Amount in an amount not to exceed 50% of the Loans pursuant to Section 2.04(c). (C) With respect to any Net Cash Proceeds realized or received with respect of such Excess Asset Disposition (which reserve shall be established in a manner to avoid any Disposition duplication of a Hotel Property or other Disposition pursuant to clauses (eany applicable Reinvestment Reserve which may be in effect but which reserve shall not automatically terminate upon the release of any Reinvestment Reserve), (h)(vii. Nothing contained in this Section 2.4(e)(ii) and (h)(viii) of Section 7.05 shall permit Parent or any Casualty Event, at the option of the Borrower, and so long as no Event its Subsidiaries to sell or otherwise dispose of Default shall have occurred and be continuing, the Borrower may use all or a portion of such Net Cash Proceeds (to the extent not reinvested pursuant to any assets other than in accordance with Section 2.04(b)(i)(B)) to pay any operating deficits at any Property-Level Subsidiary, provided that the aggregate amount of such Net Cash Proceeds that may be utilized pursuant to this Section 2.04(b)(i)(C) shall not exceed (1) $50,000,000 in any fiscal year of the Borrower (with no carry-over to subsequent fiscal years) and (2) $125,000,000 in the aggregate prior to the Maturity Date6.4.

Dispositions; Casualty Events. (A) All Immediately upon any Disposition by any Borrower or any Loan Party pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal of the Term Loans (or, if the Term Loans have been paid in full, the Revolving Loans) in an amount equal to 100% of the Net Cash Proceeds described in clauses (a) or (d) of the definition thereof that are realized or received by the Parent and its Subsidiaries (but, any Borrower or any Loan Party in the case of any Property-Level Subsidiary, only connection with such Disposition to the extent permitted that the aggregate amount of Net Cash Proceeds received by the terms of any Mortgage Indebtedness to distribute such net cash proceeds to the Borrower), shall be Borrower or any Loan Party (and not paid to the Administrative AgentAgent as a prepayment of the Term Loans) shall exceed for all such Dispositions since the Effective Date $200,000, for distribution provided that (i) except during the continuance of a Default or an Event of Default, proceeds from the Disposition of computer and communications equipment not in excess of $500,000 in the aggregate shall not be required to be so prepaid to the Lenders for application extent such proceeds are used to replace the Loans in accordance with the provisions of Section 2.04(c), within five (5) Business Days after realization or receipt of such Net Cash Proceeds; provided that, computer and communications equipment in respect of Net Cash Proceeds realized or received with respect which such proceeds were paid if the Administrative Borrower delivers a certificate to any Disposition of a Hotel Property or other Disposition pursuant to clauses (e), (h)(vii) and (h)(viii) of Section 7.05 or any Casualty Event, no such prepayment shall be required pursuant to this Section 2.04(b)(i)(A) if, the Collateral Agent on or prior to such date, date stating that such proceeds shall be used to replace or restore any such computer or communications equipment within a period specified in such certificate not to exceed 90 days after the Borrower date of receipt of such proceeds (which certificate shall have given written notice to set forth estimates of the Administrative Agent of its intention, to either (1) reinvest or cause proceeds to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.04(b)(i)(B) or (2) utilize all or a portion of such Net Cash Proceeds to fund operations at Property-Level Subsidiaries in accordance with Section 2.04(b)(i)(C) (which election may only be made if no Event of Default has occurred and is then continuing). (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition of a Hotel Property or other Disposition pursuant to clauses (e), (h)(viiso expended) and (h)(viiiii) of Section 7.05 or any Casualty Event, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested if all or any portion of such Net Cash Proceeds (proceeds not so applied to the extent not utilized pursuant to Section 2.04(b)(i)(C)) in new Hotel Properties and other capital assets useful for the business repayment of the Borrower and its Subsidiaries and JV Subsidiaries within one hundred and eighty (180) days of the receipt of such Net Cash Proceeds; provided that if any Net Cash Proceeds Loans are not so reinvested used within the period specified in the relevant certificate furnished pursuant to clause (i) above, such reinvestment remaining portion shall be prepaid on the last day of such specified period. (B) Upon the loss, destruction or taking by condemnation of any Collateral, the Borrowers shall prepay the outstanding principal of the Term Loans (or, if the Term Loans have been paid in full, the Revolving Loans) in an amount equal to 100% of the proceeds received by the Borrowers or any Loan Party in connection therewith, net of any reasonable expenses incurred in collecting such net proceeds, provided that (i) except during the continuance of a Default or an Event of Default, proceeds, including insurance proceeds, from the loss or destruction of any Collateral not in excess of $500,000 in the aggregate shall not be required to be so prepaid to the extent such proceeds are used to replace any Collateral in respect of which such proceeds were paid if the Administrative Borrower delivers a certificate to the Collateral Agent on or prior to such date stating that such proceeds shall be used to replace or restore any such Net Cash Proceeds Collateral within a period specified in such certificate not to exceed 90 days after the date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be immediately so expended) and (ii) if all or any portion of such proceeds not so applied to the payment repayment of the Loans are not so used within the period specified in the relevant certificate furnished pursuant to Section 2.04(c). clause (Ci) With respect to any Net Cash Proceeds realized or received with respect to any Disposition of a Hotel Property or other Disposition pursuant to clauses (e)above, (h)(vii) and (h)(viii) of Section 7.05 or any Casualty Event, at such remaining portion shall be prepaid on the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower may use all or a portion last day of such Net Cash Proceeds (to the extent not reinvested pursuant to Section 2.04(b)(i)(B)) to pay any operating deficits at any Property-Level Subsidiary, provided that the aggregate amount of such Net Cash Proceeds that may be utilized pursuant to this Section 2.04(b)(i)(C) shall not exceed (1) $50,000,000 in any fiscal year of the Borrower (with no carry-over to subsequent fiscal years) and (2) $125,000,000 in the aggregate prior to the Maturity Datespecified period.