Common use of Events of Loss Clause in Contracts

Events of Loss. If the Issuer or a Restricted Subsidiary suffers an Event of Loss, the Net Cash Proceeds therefrom will be paid directly by the party providing such Net Cash Proceeds to the Collateral and Intercreditor Agent, pursuant to the applicable Collateral Document, as additional Collateral. As any portion or all of the Net Cash Proceeds from any such Event of Loss are received by the Collateral and Intercreditor Agent, the Issuer may apply all of such amount or amounts, as received, together with all interest earned thereon, individually or in combination, (1) to purchase or otherwise invest in Replacement Collateral, (2) to restore the relevant Collateral or Real Property Collateral, as the case may be, and (3) solely in the event that the Collateral or Real Property Collateral, as the case may be, subject to the Event of Loss is not necessary for and the absence of such Collateral or Real Property Collateral, as the case may be, would not otherwise materially adversely affect the business of the Issuer as it was conducted prior to the occurrence of such Event of Loss, to repay Permitted Secured Obligations (other than Trade Payables). In the event that the Issuer elects to restore the relevant Collateral or Real Property Collateral, as the case may be, pursuant to the foregoing clause (2), within 180 days of receipt of such Net Cash Proceeds from an Event of Loss, the Issuer will (i) give the Trustee irrevocable written notice of such election, and (ii) enter into a binding commitment to restore such Collateral or Real Property Collateral, as the case may be, a copy of which will be supplied to the Trustee, and will have 360 days from the date of such binding commitment to complete such restoration, which will be carried out with due diligence. The Issuer will take such action, at its sole expense, as may be required to ensure that the Collateral and Intercreditor Agent has, from the date of such purchase or investment, a first ranking Lien on such Replacement Collateral. Any such Net Cash Proceeds that the Issuer does not elect to apply within such 180 period or does not actually apply within such 360 day period will be applied to make an Asset Sale Offer in accordance with the terms described below in Section 3.9(e).

Events of Loss. If (a) Within twelve (12) months after the Issuer date the Borrower or a Restricted Subsidiary suffers any of its Subsidiaries actually receives any Net Cash Proceeds with respect to an Event of Loss, the apply such Net Cash Proceeds therefrom will Proceeds, at its option, to: (i) the rebuilding, repair, replacement or construction of improvements to the assets subject to such Event of Loss so long as the rebuilt, repaired or improved property or replacement property constitutes Replacement Assets (provided that (x) such Replacement Assets shall be paid directly by limited to only Replacement Assets that no later than the party providing completion of such rebuilding, repair or improvement or the acquisition of such replacement have become Term Loan Primary Collateral; (y) to the extent the assets subject to such Event of Loss constitute Specified Collateral, such Replacement Assets shall be limited to only Replacement Assets constituting Specified Assets that have become Specified Collateral; and (z) the provisions of Section 6.13 have otherwise been complied with respect to such Replacement Assets no later than the completion of such rebuilding, repair or improvement or the acquisition of such replacement); (ii) (A) acquire Replacement Assets or (B) enter into a binding commitment to acquire Replacement Assets and such Net Cash Proceeds have actually been applied to the Collateral and Intercreditor Agent, pursuant purchase of such Replacement Assets within six (6) months of the date on which such binding commitment was entered into (provided that (x) such Replacement Assets shall be limited to only Replacement Assets that simultaneously with the acquisition thereof become Term Loan Primary Collateral; (y) to the applicable Collateral Document, as additional Collateral. As any portion or all of extent the Net Cash Proceeds from any assets subject to such Event of Loss constitute Specified Collateral, such Replacement Assets shall be limited to only Replacement Assets constituting Specified Assets that simultaneously with the acquisition thereof become Specified Collateral; and (z) such Replacement Assets are received by not acquired until and unless the Collateral provisions of Section 6.13 have otherwise been complied with respect to such Replacement Assets); or (iii) a combination of the actions set forth in the foregoing clauses (i) and Intercreditor Agent(ii). (b) With respect to any property or asset subject to an Event of Loss pursuant to clause (d) of the definition of “Event of Loss” that has a Fair Market Value (or replacement cost, if greater) in excess of $1,000,000, the Issuer may apply all of such amount Borrower (or amounts, as received, together with all interest earned thereon, individually or in combination, (1) to purchase or otherwise invest in Replacement Collateral, (2) to restore the relevant Collateral or Real Property Collateralaffected Subsidiary, as the case may be), and shall be required to receive consideration (3i) solely in at least equal to the event that Fair Market Value (as evidenced by a Board Resolution) of the Collateral or Real Property Collateral, as the case may be, assets subject to the Event of Loss and (ii) at least 75% of which is not necessary for in the form of cash or Cash Equivalents. (c) Unless and the absence of such Collateral or Real Property Collateral, as the case may be, would not otherwise materially adversely affect the business of the Issuer as it was conducted prior to the occurrence of such Event of Loss, to repay Permitted Secured Obligations (other than Trade Payables). In the event that the Issuer elects to restore the relevant Collateral or Real Property Collateral, as the case may be, pursuant to the foregoing clause (2), within 180 days of receipt of such until any Net Cash Proceeds from an Event of LossLoss are finally applied as specified in clause (a) or in accordance with Section 2.03(b)(iv), the Issuer will (i) give the Trustee irrevocable written notice of such election, and (ii) enter into a binding commitment to restore such Collateral or Real Property Collateral, as the case may be, a copy of which will be supplied to the Trustee, and will have 360 days from the date of such binding commitment to complete such restoration, which will be carried out with due diligence. The Issuer will take such action, at its sole expense, as may be required to ensure that the Collateral and Intercreditor Agent has, from the date of such purchase or investment, a first ranking Lien on such Replacement Collateral. Any Borrower shall cause such Net Cash Proceeds that to be held by the Issuer does not elect to apply within such 180 period or does not actually apply within such 360 day period will be applied to make an Asset Sale Offer Collateral Agent as cash of Cash Equivalents in accordance with the terms described below in Section 3.9(e)Collateral Account.

Events of Loss. (a) If Revel or any of the Issuer or a Restricted Subsidiary suffers Subsidiaries experiences an Event of Loss after the Opening Date (any such Event of Loss, a “Post Opening Event of Loss”), then within 540 days after the receipt of any Net Cash Loss Proceeds therefrom will be paid directly by the party providing from such Net Cash Proceeds to the Collateral and Intercreditor AgentPost Opening Event of Loss, pursuant to Revel (or the applicable Collateral Document, as additional Collateral. As any portion or all of the Net Cash Proceeds from any such Event of Loss are received by the Collateral and Intercreditor Agent, the Issuer may apply all of such amount or amounts, as received, together with all interest earned thereon, individually or in combination, (1) to purchase or otherwise invest in Replacement Collateral, (2) to restore the relevant Collateral or Real Property CollateralRestricted Subsidiary, as the case may be) may, and at its option, apply such Net Loss Proceeds to: (1) rebuild, repair, replace or construct improvements to the Project; (2) repay, repurchase or redeem senior secured Indebtedness of Revel or any Restricted Subsidiary that is secured by Liens equal or senior in priority to the Liens securing the Notes and/or the Note Guarantees and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly permanently reduce the commitments with respect to that Indebtedness; (3) solely in the event make a capital expenditure, improve real property or acquire long-term assets that the Collateral or Real Property Collateral, as the case may be, subject are Permitted Business Assets; provided that to the extent the Net Loss Proceeds being applied are from a Post-Opening Event of Loss is of an asset that was Collateral securing the Notes or a Note Guarantee, the assets acquired with such Net Loss Proceeds shall be pledged as Collateral securing the Notes or a Note Guarantee and shall not necessary for and constitute Excluded Assets (notwithstanding that such assets may be of a type that would otherwise constitute Excluded Assets); provided further that if the absence assets that were the subject of such Collateral Post-Opening Event of Loss were Excluded Assets or Real Property did not otherwise constitute Collateral, the assets acquired shall not be required to be pledged as the case may be, would not otherwise materially adversely affect the business of the Issuer as it was conducted prior to the occurrence of such Event of Loss, to repay Permitted Secured Obligations (other than Trade Payables). In the event that the Issuer elects to restore the relevant Collateral or Real Property Collateral, as the case may be, pursuant to the foregoing clause (2), within 180 days of receipt of such Net Cash Proceeds from an Event of Loss, the Issuer will; (i) give the Trustee irrevocable written notice of such election, and (ii4) enter into a binding commitment to take, within 12 months after the date of such commitment, any of the actions in the foregoing clauses (1), (2) or (3); or (5) any combination of the actions listed in the foregoing clauses (1) through (4). (b) The ability of Revel or any Restricted Subsidiary to repair or restore any of the Collateral following an Event of Loss that occurs with respect to the Collateral on or prior to the Opening Date (any such Event of Loss, a “Pre-Opening Event of Loss”), will be governed by the Credit Agreement and the Disbursement Agreement. Any Net Loss Proceeds that are (a) in the case of a Pre-Opening Event of Loss, not permitted to be used to repair or restore the Collateral pursuant to the Disbursement Agreement and (b) in the case of a Post-Opening Event of Loss, not applied or Real Property Collateralreinvested as provided in Section 4.16(a), shall be deemed “Excess Loss Proceeds.” Within 30 days following the date on which the aggregate amount of Excess Loss Proceeds exceeds $50.0 million, Revel will make an offer (an “Event of Loss Offer”) to all Holders of Notes to purchase the maximum principal amount (or accreted value, as applicable) of the Notes that may be purchased out of the amount of Excess Loss Proceeds. To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes tendered into the Event of Loss Offer is less than the principal amount (or accreted value, as applicable) of Notes offered to be purchased in the Event of Loss Offer, Revel and its Restricted Subsidiaries may use those remaining Excess Loss Proceeds for any purpose not otherwise prohibited hereby. If the aggregate principal amount (or accreted value, as applicable) of Notes tendered into the Event of Loss Offer exceeds the amount of Excess Loss Proceeds, the Trustee will select such Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by Revel so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess of $2,000, will be purchased, other than any PIK Notes) or otherwise pursuant to Section 3.02, as applicable. Upon completion of each Event of Loss Offer, the amount of Excess Loss Proceeds will be reset at zero. The offer price in any Event of Loss Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, to but not including the date of purchase, and will be payable in cash. Upon completion of each Event of Loss Offer, the amount of Excess Loss Proceeds will be reset at zero. If the payment date in connection with a Event of Loss Offer is on or after an interest record date and on or before the associated interest payment date, any accrued and unpaid interest, if any, due on such interest payment date will be paid to the Person in whose name a Note is registered at the close of business on such record date, and such interest will not be payable to holders who tender Notes pursuant to such Event of Loss Offer. Pending the final application of any Net Loss Proceeds, Revel (or such Restricted Subsidiary, as the case may be) may, a copy at its option, (1) apply the Net Loss Proceeds to temporarily reduce amounts outstanding under any senior secured revolving credit Indebtedness of which will be supplied to Revel or any Restricted Subsidiary, (2) invest the Trustee, and will have 360 days from the date of such binding commitment to complete such restorationNet Loss Proceeds in Cash Equivalents, which will be carried out with due diligence. The Issuer will take such actionsubject to a first priority security interest (subject to Permitted Liens and the terms of the Intercreditor Agreement) in favor of the Trustee, at its sole expenseon behalf of the Holders of Notes, as may be required security for the Notes or (3) otherwise invest or apply the Net Loss Proceeds in any manner that is not prohibited. Revel shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to ensure the extent these laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Event of Loss Offer. To the extent that the Collateral provisions of any securities laws or regulations conflict with the provisions of Section 3.10 and Intercreditor Agent hasthis Section 4.16 of this Indenture, from Revel will comply with the date applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.10 or this Section 4.16 by virtue of such purchase or investment, a first ranking Lien on such Replacement Collateral. Any such Net Cash Proceeds that the Issuer does not elect to apply within such 180 period or does not actually apply within such 360 day period will be applied to make an Asset Sale Offer in accordance with the terms described below in Section 3.9(e)compliance.

Events of Loss. If In the Issuer or a Restricted Subsidiary suffers case of an Event of Loss, the Net Cash Proceeds therefrom will be paid directly by the party providing such Net Cash Proceeds Loss with respect to the Collateral and Intercreditor Agent, pursuant to the applicable Collateral Document, as additional Collateral. As any portion or all of the Net Cash Proceeds from any such Event of Loss are received by Asset, FelCor LP, FelCor or the Collateral and Intercreditor Agent, the Issuer may apply all of such amount or amounts, as received, together with all interest earned thereon, individually or in combination, (1) to purchase or otherwise invest in Replacement Collateral, (2) to restore the relevant Collateral or Real Property Collateralaffected Restricted Subsidiary, as the case may be, and (3) solely in shall, within 360 days after the event that the Collateral or Real Property Collateral, as the case may be, subject to the Event receipt of any Net Loss is not necessary for and the absence of such Collateral or Real Property Collateral, as the case may be, would not otherwise materially adversely affect the business of the Issuer as it was conducted prior to the occurrence of Proceeds received from such Event of Loss, either: (i) ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent on Replacement Collateral so long as (a) the Replacement Collateral has a fair market value (as determined by the report or analysis of a nationally recognized independent appraiser selected by FelCor LP and delivered to repay the Trustee within such 360-day period) at least equal to the lesser of (1) the value of the Event of Loss Asset immediately prior to the date of the Event of Loss or (2) the value of the Event of Loss Asset as of the Closing Date, (b) the Replacement Collateral is owned by a Subsidiary Guarantor that is a Wholly-Owned Subsidiary of FelCor LP or FelCor and Replacement Collateral (subject to clause (c) below) is pledged to the Collateral Agent for the benefit of the Holders, and (c) the Collateral Agent has a first priority Lien (subject to any Permitted Secured Obligations Liens) on the Replacement Collateral and receives such Collateral Documents, title insurance, surveys, environmental reports, legal opinions and other documents and instruments as are reasonable and customary for a transaction of similar size and scope (or in lieu thereof, such Replacement Collateral will be encumbered for the benefit of the Notes in a manner that is not materially worse than the manner in which the Event of Loss Asset was so encumbered as certified by FelCor LP, so long as (x) after giving effect to such Event of Loss no more than six Restricted Hotels would not constitute Collateral and (y) commercially reasonable efforts are taken with respect to such Replacement Collateral in order for it to constitute Collateral); or (ii) rebuild, repair, replace or construct improvements to the affected property or facility (or enter into a binding agreement to do so within 360 days after the execution of such agreement) (an “Acceptable Event of Loss Commitment”); provided that in either of clauses (i) and (ii) above, any such action shall be permitted by the terms of all other than Trade Payables)material Indebtedness of FelCor LP, FelCor and their Restricted Subsidiaries and the Trustee receives a legal opinion to that effect; provided, further, that in the event any Acceptable Event of Loss Commitment is later cancelled or terminated for any reason before the Net Loss Proceeds are applied in connection therewith, or such Net Loss Proceeds are not actually so invested or paid in accordance with clause (ii) above by the end of such 360-day period, then such Net Loss Proceeds shall be applied in accordance with the immediately succeeding paragraph. In the event that FelCor LP, FelCor or any of their Restricted Subsidiaries is not able to, or for any reason does not, comply with the Issuer elects immediately preceding paragraph, FelCor LP or FelCor will use any remaining Net Loss Proceeds (the “Excess Net Loss Proceeds”) to restore make an offer (a “Loss Proceeds Offer”) to Holders and to holders of Additional Pari Passu Indebtedness to purchase the relevant Collateral or Real Property Collateralmaximum principal amount of Notes and Additional Pari Passu Indebtedness, as the in each case may be, pursuant pro rata in proportion to the foregoing clause (2)respective principal amount thereof outstanding, that may be purchased from the Excess Net Loss Proceeds at a price in cash equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase; provided that such application of Excess Net Loss Proceeds shall not be required until the aggregate amount thereof exceeds $50 million. If FelCor LP or FelCor makes a Loss Proceeds Offer, within 180 days 15 Business Days after the earlier of receipt (a) the election to make the Loss Proceeds Offer and (b) the expiration of such the 360-day period described in the first paragraph of this Section (or, if applicable, within 15 Business Days after the cancellation or termination of any Accept-able Event of Loss Commitment before the Net Cash Proceeds from an are applied in connection therewith), FelCor LP or FelCor will send a notice in accordance with Section 10.02 describing such Event of Loss, the Issuer will Loss Proceeds Offer and the date of consummation for such Loss Proceeds Offer (i) give the Trustee irrevocable written notice of such electionwhich date may be extended in accordance with applicable law), and (ii) enter into which shall be a binding commitment to restore such Collateral or Real Property Collateral, as the case may be, a copy of which will be supplied to the Trustee, date no earlier than 20 Business Days and will have 360 no later than 60 calendar days from the date such notice is given (the “Loss Proceeds Offer Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. FelCor LP and FelCor will comply with the requirements of Rule 14e-1 and any other securities laws and regulations thereunder to the extent such binding commitment laws or regulations are applicable in connection with the repurchase of Notes pursuant to complete a Loss Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, FelCor LP and FelCor will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof. On the Loss Proceeds Offer Payment Date, FelCor LP or FelCor will (1) accept for payment such restoration, which will be carried out with due diligence. The Issuer will take such action, at its sole expense, as may be principal amount of Notes and Additional Pari Passu Indebtedness or portions thereof required to ensure that be purchased by it under to the Collateral and Intercreditor Agent has, from Loss Proceeds Offer or portions thereof properly tendered pursuant to the date of such purchase or investment, a first ranking Lien on such Replacement Collateral. Any such Net Cash Loss Proceeds that the Issuer does not elect to apply within such 180 period or does not actually apply within such 360 day period will be applied to make an Asset Sale Offer in accordance Offer; (2) deposit with the terms described below Paying Agent an amount equal to the aggregate Excess Net Loss Proceeds in Section 3.9(e)respect of all Notes and to the relevant agent for the Additional Pari Passu Indebtedness accepted for payment in the Loss Proceeds Offer; and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers' Certificate to the Trustee stating that such Notes or portions thereof have been tendered to, and purchased by, FelCor LP or FelCor.

Events of Loss. If In the Issuer or a Restricted Subsidiary suffers case of an Event of Loss, the Net Cash Proceeds therefrom will be paid directly by the party providing such Net Cash Proceeds Loss with respect to the Collateral and Intercreditor Agent, pursuant to the applicable Collateral Document, as additional Collateral. As any portion or all of the Net Cash Proceeds from any such Event of Loss are received by Asset, FelCor LP, FelCor or the Collateral and Intercreditor Agent, the Issuer may apply all of such amount or amounts, as received, together with all interest earned thereon, individually or in combination, (1) to purchase or otherwise invest in Replacement Collateral, (2) to restore the relevant Collateral or Real Property Collateralaffected Restricted Subsidiary, as the case may be, and (3) solely in shall, within 360 days after the event that the Collateral or Real Property Collateral, as the case may be, subject to the Event receipt of any Net Loss is not necessary for and the absence of such Collateral or Real Property Collateral, as the case may be, would not otherwise materially adversely affect the business of the Issuer as it was conducted prior to the occurrence of Proceeds received from such Event of Loss, either: (i) g▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent on Replacement Collateral so long as (a) the Replacement Collateral has a fair market value (as determined by the report or analysis of a nationally recognized independent appraiser selected by FelCor LP and delivered to repay Permitted Secured Obligations the Trustee within such 360-day period) at least equal to the lesser of (1) the value of the Event of Loss Asset immediately prior to the date of the Event of Loss or (2) the value of the Event of Loss Asset as of the Closing Date, (b) the Replacement Collateral is owned by a Subsidiary Guarantor that is a Wholly Owned Subsidiary of FelCor LP or FelCor and Replacement Collateral (subject to clause (c) below) is pledged to the Collateral Agent for the benefit of the Holders, and (c) the Collateral Agent has a first priority Lien on the Replacement Collateral and receives such Collateral Documents, title insurance, surveys, environmental reports, legal opinions and other documents and instruments as are reasonable and customary for transactions of similar size and scope, as determined by a nationally recognized real estate firm or law firm selected by FelCor LP (or in lieu thereof, such Replacement Collateral will be encumbered for the benefit of the Notes in a manner that is not materially worse than Trade Payablesthe manner in which the Event of Loss Asset was so encumbered, so long as (x) after giving effect to such Event of Loss no more than 50% of the Restricted Hotels constituting Collateral prior to the sale or disposition would not constitute Collateral and (y) commercially reasonable efforts are taken with respect to such Replacement Collateral in order for it to constitute Collateral); or (ii) rebuild, repair, replace or construct improvements to the affected property or facility (or enter into a binding agreement to do so within 360 days after the execution of such agreement) (an “Accept-able Event of Loss Commitment”); provided that in either of clauses (i) and (ii) above, any such action shall be permitted by the terms of all other material Indebtedness of FelCor LP, FelCor and their Restricted Subsidiaries and the Trustee receives a legal opinion to that effect; provided, further, that in the event any Acceptable Event of Loss Commitment is later cancelled or terminated for any reason before the Net Loss Proceeds are applied in connection therewith, or such Net Loss Proceeds are not actually so invested or paid in accordance with clause (ii) above by the end of such 360-day period, then such Net Loss Proceeds shall be applied in accordance with the immediately succeeding paragraph. In the event that FelCor LP, FelCor or any of their Restricted Subsidiaries is not able to, or for any reason does not, comply with the Issuer elects immediately preceding paragraph, FelCor LP or FelCor will use any remaining Net Loss Proceeds (the “Excess Net Loss Proceeds”) to restore make an offer (a “Loss Proceeds Offer”) to Holders and to holders of Additional Pari Passu Indebtedness to purchase the relevant Collateral or Real Property Collateralmaximum principal amount of Notes and Additional Pari Passu Indebtedness, as the in each case may be, pursuant pro rata in proportion to the foregoing clause respective principal amount thereof outstanding, that may be purchased from the Excess Net Loss Proceeds at a price in cash equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase; provided that such application of Excess Net Loss Proceeds shall not be required until the aggregate amount thereof exceeds $30 mil-lion. If FelCor LP or FelCor makes a Loss Proceeds Offer, within 15 Business Days after the earlier of (2a) the election to make the Loss Proceeds Offer and (b) the expiration of the 360-day period described in the first paragraph of this Section (or, if applicable, within 15 Business Days after the cancellation or termination of any Accept-able Event of Loss Commitment before the Net Proceeds are applied in connection therewith), within 180 days of receipt of FelCor LP or FelCor will send a notice in accordance with Section 10.02 describing such Net Cash Proceeds from an Event of Loss, the Issuer will Loss Proceeds Offer and the date of consummation for such Loss Proceeds Offer (i) give the Trustee irrevocable written notice of such electionwhich date may be extended in accordance with applicable law), and (ii) enter into which shall be a binding commitment to restore such Collateral or Real Property Collateral, as the case may be, a copy of which will be supplied to the Trustee, date no earlier than 20 Business Days and will have 360 no later than 60 calendar days from the date such notice is mailed (the “Loss Proceeds Offer Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. FelCor LP and FelCor will comply with the requirements of Rule 14e-1 and any other securities laws and regulations thereunder to the extent such binding commitment laws or regulations are applicable in connection with the repurchase of Notes pursuant to complete a Loss Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, FelCor LP and FelCor will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof. On the Loss Proceeds Offer Payment Date, FelCor LP or FelCor will (1) accept for payment such restoration, which will be carried out with due diligence. The Issuer will take such action, at its sole expense, as may be principal amount of Notes and Additional Pari Passu Indebtedness or portions thereof required to ensure that be purchased by it under to the Collateral and Intercreditor Agent has, from Loss Proceeds Offer or portions thereof properly tendered pursuant to the date of such purchase or investment, a first ranking Lien on such Replacement Collateral. Any such Net Cash Loss Proceeds that the Issuer does not elect to apply within such 180 period or does not actually apply within such 360 day period will be applied to make an Asset Sale Offer in accordance Offer; (2) deposit with the terms described below Paying Agent an amount equal to the aggregate Loss Proceeds Offer Payment in Section 3.9(e)respect of all Notes and to the relevant agent for the Additional Pari Passu Indebtedness accepted for payment in the Loss Proceeds Offer; and (3) deliver, or cause to be delivered, to the Registrar for cancellation the Notes so accepted together with an Officers' Certificate to the Registrar stating that such Notes or portions thereof have been tendered to, and purchased by, FelCor LP or FelCor.

Events of Loss. If (a) In the Issuer or a Restricted Subsidiary suffers event of an Event of LossLoss with respect to any Collateral, the Net Cash Proceeds therefrom will be paid directly by Company or the party providing such Net Cash Proceeds to the Collateral and Intercreditor Agent, pursuant to the applicable Collateral Document, as additional Collateral. As any portion or all of the Net Cash Proceeds from any such Event of Loss are received by the Collateral and Intercreditor Agent, the Issuer may apply all of such amount or amounts, as received, together with all interest earned thereon, individually or in combination, (1) to purchase or otherwise invest in Replacement Collateral, (2) to restore the relevant Collateral or Real Property Collateralaffected Restricted Subsidiary, as the case may be, shall apply the Net Loss Proceeds with respect to such Collateral from such Event of Loss within 360 days after receipt, at its option: (1) to the rebuilding, repair, replacement or construction of improvements to the affected property (the "Subject Property"), all of which shall constitute Collateral; (2) to make capital expenditures with respect to Collateral or to acquire properties or assets that will constitute Collateral and (3) solely be used or useful in the event Permitted Business of the Company or any of its Restricted Subsidiaries; provided that any Collateral acquired with any Net Loss Proceeds shall be owned by the Collateral Company or Real Property Collaterala Guarantor and shall not be subject to any Liens other than Permitted Liens and the Company or such Guarantor, as the case may be, shall execute and deliver to the Trustee such Collateral Documents or other instruments as shall be reasonably necessary to cause such property or assets to become subject to the Event Lien of the applicable Collateral Documents; and/or (3) a combination of the applications permitted by the foregoing clauses (a)(1) and (a)(2). provided that if during such 360-day period the Company or a Restricted Subsidiary enters into a definitive agreement committing it to apply such Net Loss is not necessary for and Proceeds in accordance with the absence requirements of clause (1) or (2) or if the application of such Collateral Net Loss Proceeds is part of a project authorized by the Board of Directors in good faith that will take longer than 360 days to complete, and such project has begun, such 360-day period will be extended with respect to the amount of Net Loss Proceeds so committed until required to be paid in accordance with such agreement (or, if earlier, until termination of such agreement) or Real Property Collateraluntil completion of such project, as the case may be. Pending application of any Net Loss Proceeds, would not otherwise materially adversely affect the business Net Loss Proceeds from Events of Loss with respect to Collateral shall be deposited in the Issuer as it was conducted prior to the occurrence of such Event of Loss, to repay Permitted Secured Obligations Collateral Account. (other than Trade Payables). In the event that the Issuer elects to restore the relevant Collateral or Real Property Collateral, as the case may be, pursuant to the foregoing clause (2), within 180 days of receipt of b) Any such Net Cash Loss Proceeds from an Event of LossLoss that are not applied or invested as provided in the first sentence of the preceding paragraph prior to the 361st day after the Event of Loss (the "Loss Proceeds Offer Trigger Date") will be deemed to constitute "Excess Loss Proceeds." When the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, the Issuer will Company will make an offer to purchase (ia "Loss Proceeds Offer") give on a date (the Trustee irrevocable written notice "Loss Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Loss Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal to the amount of such electionExcess Loss Proceeds (the "Loss Proceeds Offer Amount") at an offer price in cash in an amount equal to 100% of the principal amount of Notes to be purchased, and (ii) enter into a binding commitment plus accrued and unpaid interest thereon, if any, to restore such Collateral or Real Property Collateral, as the case may be, a copy of which will be supplied to the Trustee, and will have 360 days from the date of such binding commitment purchase (subject to complete such restoration, which will be carried out with due diligence. The Issuer will take such action, at its sole expense, as may be required the right of Holders of record on a record date to ensure that receive interest on the Collateral and Intercreditor Agent has, from the relevant interest payment date of such purchase or investment, a first ranking Lien on such Replacement Collateral. Any such Net Cash Proceeds that the Issuer does not elect to apply within such 180 period or does not actually apply within such 360 day period will be applied to make an Asset Sale Offer in accordance with the terms described below in Section 3.9(eprocedures set forth herein). (c) If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Pending application of the Net Loss Proceeds, the Net Loss Proceeds from Events of Loss with respect to any Collateral shall be deposited in the Collateral Account. To the extent that the aggregate amount of Notes tendered pursuant to a Loss Proceeds Offer is less than the Loss Proceeds Offer Amount, the Company may apply any remaining Net Loss Proceeds to any purpose consistent with this Indenture and, following the consummation of each Loss Proceeds Offer, the Loss Proceeds Offer Amount shall be reset to zero. Notwithstanding anything to the contrary in the foregoing, the Company may commence a Loss Proceeds Offer prior to the expiration of 360 days after the occurrence of an Event of Loss. (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.19 by virtue thereof.

Events of Loss. (A) If the Issuer or a Restricted Subsidiary suffers an Event of LossLoss occurs, the Company shall apply, or cause the affected Restricted Subsidiary to apply, the Net Cash Proceeds therefrom will be paid directly by the party providing such Net Cash Proceeds relating to the Collateral and Intercreditor Agent, pursuant to the applicable Collateral Document, as additional Collateral. As any portion or all of the Net Cash Proceeds from any such Event of Loss are received by within 365 days of receipt thereof (provided that if the Collateral and Intercreditor Agent, the Issuer may apply all of Company or such amount or amounts, as received, together with all interest earned thereon, individually or in combination, (1) to purchase or otherwise invest in Replacement Collateral, (2) to restore the relevant Collateral or Real Property CollateralRestricted Subsidiary, as the case may be, has entered into an agreement in definitive form to so apply such Net Cash Proceeds, the transaction contemplated by such agreement must be consummated within the later of such 365 day period and 120 days from the date of the execution of such agreement) either: (1) to repay any Obligations under the Credit Agreements or any Guarantor Senior Debt and, in the case of any such Indebtedness under a revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; (2) to make an investment in properties and assets that replace the properties and assets that were the subject of such Event of Loss or in properties and assets (including Capital Stock) that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Reinvestment Assets”) and to the extent that the assets that were the subject of such Event of Loss constituted Collateral such Reinvestment Assets shall also be required to constitute Collateral; and/or (3) a combination of repayment and investment permitted by the foregoing clauses (1) and (2). (B) Pending the final application of such Net Cash Proceeds, the Company may temporarily reduce borrowings under the Credit Agreements or any other revolving credit facility, if any. On the 366th day after an Event of Loss or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Event of Loss as set forth in clauses (1), (2) and (3) solely of the preceding paragraph, or, in the event that a definitive agreement has been entered into prior to such 366th day pursuant to which the Collateral Net Cash Proceeds are to be applied, on the later of the 366th day and the 121st day after the execution of such agreement (each, an “Event of Loss Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or Real Property Collateralbefore such Event of Loss Offer Trigger Date as permitted in clauses (1), as (2) and (3) of the case may bepreceding paragraph (each an “Event of Loss Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the “Event of Loss Offer”) to all Holders and, subject to the extent required pursuant to the documentation governing any Pari Passu Junior Lien Obligations, an offer to purchase to the holders of such Pari Passu Junior Lien Obligations, on a date (the “Event of Loss Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Event of Loss Offer Trigger Date, from all Holders and, if applicable, to the holders of Pari Passu Junior Lien Obligations equal to the Event of Loss is not necessary for and the absence of such Collateral or Real Property Collateral, as the case may be, would not otherwise materially adversely affect the business Offer Amount at a price equal to 100% of the Issuer as it was conducted prior principal amount of the notes and, if applicable, to 100% of the principal amount of the Pari Passu Junior Lien Obligations to be purchased, plus accrued and unpaid interest thereon, if any, to the occurrence date of such purchase. (C) The Company may defer the Event of LossLoss Offer until there is an aggregate unutilized Event of Loss Offer Amount equal to or in excess of $15.0 million resulting from one or more Events of Loss (at which time, to repay Permitted Secured Obligations (other than Trade Payables). In the event that entire unutilized Event of Loss Offer Amount, and not just the Issuer elects to restore the relevant Collateral or Real Property Collateralamount in excess of $15.0 million, shall be applied as the case may be, required pursuant to the foregoing clause this Section). (2), within 180 days of receipt of such D) If any Net Cash Proceeds from remain after the consummation of any Event of Loss Offer, the Company may use those Net Cash Proceeds for any purpose not otherwise prohi- bited by this Indenture without regard to Section 4.24. Upon completion of each Event of Loss Offer, the Event of Loss Offer Amount will be reset at zero. (E) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to an Event of Loss, Loss Offer. To the Issuer will (i) give the Trustee irrevocable written notice of such election, and (ii) enter into a binding commitment to restore such Collateral or Real Property Collateral, as the case may be, a copy of which will be supplied to the Trustee, and will have 360 days from the date of such binding commitment to complete such restoration, which will be carried out with due diligence. The Issuer will take such action, at its sole expense, as may be required to ensure extent that the Collateral and Intercreditor Agent has, from provisions of any securities laws or regulations conflict with this Section 4.24 the date of such purchase or investment, a first ranking Lien on such Replacement Collateral. Any such Net Cash Proceeds that the Issuer does not elect to apply within such 180 period or does not actually apply within such 360 day period will be applied to make an Asset Sale Offer in accordance Company shall comply with the terms described below in applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.9(e)4.24 by virtue thereof.