Common use of Recovery Event Clause in Contracts

Recovery Event. To the extent Net Cash Proceeds received in connection with any Recovery Event are not used to acquire fixed or capital assets in replacement of the assets subject to such Recovery Event within 365 days of the receipt of such Net Cash Proceeds, immediately following the 365th day occurring after the receipt of such Net Cash Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (x) below); provided that (A) the Net Cash Proceeds from Recovery Events in any fiscal year shall not be required to be so applied until the aggregate amount of such Net Cash Proceeds is equal to or greater than $1,000,000 for such fiscal year, (B) after the occurrence and during the continuation of a Default, any Net Cash Proceeds shall be delivered to the Administrative Agent in escrow until the earlier of (I) the cure of such Default at which time the Net Cash Proceeds shall be used by the Borrower as set forth herein and (II) the occurrence of an Event of Default at which time the Net Cash Proceeds shall be used to prepay the Loans as set forth herein and (C) after the occurrence and during the continuance of an Event of Default, any Net Cash Proceeds received in connection with any Recovery Event shall be promptly used to prepay the Loans (such prepayment to be applied as set forth in clause (x) below) and the Borrower and its Subsidiaries shall not have the right to reinvest such Net Cash Proceeds.

Recovery Event. To the extent Net Cash Proceeds received in connection with any Recovery Event are not used to acquire fixed or capital assets useful in the business of the Borrower and its Subsidiaries in replacement of the assets subject to such Recovery Event within 365 180 days of the receipt of such Net Cash Proceeds, immediately promptly following the 365th 180th day occurring after the receipt of such Net Cash Proceeds, the Borrower and the Canadian Borrower (as applicable) shall prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to 100% of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (xvii) below); provided that (A) the Net Cash Proceeds from Recovery Events in any fiscal year shall not be required to be so applied until the aggregate amount of such Net Cash Proceeds is equal to or greater than $1,000,000 for such fiscal year, 500,000 and (B) after the occurrence and during the continuation continuance of a Default, any Net Cash Proceeds shall be delivered to the Administrative Agent in escrow until the earlier of (I) the cure of such Default at which time the Net Cash Proceeds shall be used by the Borrower as set forth herein and (II) the occurrence of an Event of Default at which time the Net Cash Proceeds shall be used to prepay the Loans as set forth herein and (C) after the occurrence and during the continuance of or an Event of Default, any Net Cash Proceeds received in connection with any Recovery Event shall be promptly used to prepay the Loans and/or cash collateralize the LOC Obligations (such prepayment to be applied as set forth in clause (xvii) below) and the Borrower and its Subsidiaries shall not have the right to reinvest such Net Cash Proceeds.

Recovery Event. To the extent Net Cash Proceeds received in connection with any Recovery Event are not used to acquire fixed or capital assets in replacement of the assets subject to such Recovery Event within 365 days of the receipt of such Net Cash Proceeds, immediately following the 365th day occurring after the receipt of such Net Cash Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (xvii) below); provided that (A) the Net Cash Proceeds from Recovery Events in any fiscal year shall not be required to be so applied until the aggregate amount of such Net Cash Proceeds is equal to or greater than $1,000,000 for such fiscal year, (B) after the occurrence and during the continuation of a Default, any Net Cash Proceeds shall be delivered to the Administrative Agent in escrow until the earlier of (I) the cure of such Default at which time the Net Cash Proceeds shall be used by the Borrower as set forth herein and (II) the occurrence of an Event of Default at which time the Net Cash Proceeds shall be used to prepay the Loans as set forth herein and (C) after the occurrence and during the continuance of an Event of Default, any Net Cash Proceeds received in connection with any Recovery Event shall be promptly used to prepay the Loans (such prepayment to be applied as set forth in clause (xviii) below) and the Borrower and its Subsidiaries shall not have the right to reinvest such Net Cash Proceeds.

Recovery Event. To the extent Net Cash Proceeds received in connection with any Recovery Event are not used to acquire fixed or capital assets in replacement of the assets subject to such Recovery Event within 365 days of the receipt of such Net Cash Proceeds, immediately following the 365th day occurring after the receipt of such Net Cash Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (xvi) below); provided that (A) the Net Cash Proceeds from Recovery Events in any fiscal year shall not be required to be so applied until the aggregate amount of such Net Cash Proceeds is equal to or greater than $1,000,000 for such fiscal year, (B) after the occurrence and during the continuation of a Default, any Net Cash Proceeds shall be delivered to the Administrative Agent in escrow until the earlier of (I) the cure of such Default at which time the Net Cash Proceeds shall be used by the Borrower as set forth herein and (II) the occurrence of an Event of Default at which time the Net Cash Proceeds shall be used to prepay the Loans as set forth herein and (C) after the occurrence and during the continuance of an Event of Default, any Net Cash Proceeds received in connection with any Recovery Event shall be promptly used to prepay the Loans (such prepayment to be applied as set forth in clause (xvi) below) and the Borrower and its Subsidiaries shall not have the right to reinvest such Net Cash Proceeds.

Recovery Event. To the extent Net Cash Proceeds received in connection with any Recovery Event are not used to acquire fixed or capital assets in replacement of the assets subject to such Recovery Event within 365 270 days of the receipt of such Net Cash Proceeds, immediately following the 365th 270th day occurring after the receipt of such Net Cash Proceeds, subject to the terms of the Intercreditor Agreement, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (xvii) below); provided that that, (A) the Net Cash Proceeds from Recovery Events in any fiscal year shall not be required to be so applied until the aggregate amount of such Net Cash Proceeds is equal to or greater than $1,000,000 for such fiscal year, (B) after the occurrence and during the continuation of a Default, any Net Cash Proceeds shall be delivered to the Administrative Control Agent to be held in escrow until the earlier of (I) reinvestment in accordance with the cure terms of such Default at which time the Net Cash Proceeds shall be used by the Borrower as set forth herein this Section 2.5(b)(vi) and (II) the occurrence of an Event of Default at which time the Net Cash Proceeds shall be used to prepay the Loans as set forth herein and (CB) after the occurrence and during the continuance of an Event of Default, any Net Cash Proceeds received in connection with any Recovery Event shall be promptly used to prepay the Loans (such prepayment to be applied as set forth in clause (xvii) below) and the Borrower and its Subsidiaries shall not have the right to reinvest such Net Cash Proceeds; provided further that for any individual, or series of related, Recovery Events that do not generate $250,000 of Net Cash Proceeds, the Borrower shall not be required to deliver such Net Cash Proceeds to the Control Agent to be held in escrow for the Lenders nor to prepay Loans with the Net Cash Proceeds from such Recovery Event.

Recovery Event. To the extent Net Cash Proceeds received in connection with Immediately upon receipt by any Credit Party of proceeds from any Recovery Event are not used to acquire fixed or capital assets in replacement of the assets subject to such Recovery Event within 365 days of the receipt of such Net Cash Proceeds, immediately following the 365th day occurring after the receipt of such Net Cash ProceedsEvent, the Borrower shall prepay the Loans and cash collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100% %) of such Net Cash Proceeds cash proceeds, net of any taxes due or payable by the such Credit Party with respect to such proceeds (such prepayment to be applied as set forth in clause (xvi) below); provided that (A) provided, however, that, so long as no Default or Event of Default has occurred and is continuing at the Net Cash Proceeds from Recovery Events in any fiscal year shall not be required to be so applied until the aggregate amount time of such Net Cash Proceeds is equal to or greater than $1,000,000 for such fiscal year, (B) after the occurrence and during the continuation of a DefaultRecovery Event, any Net Cash Proceeds shall not be delivered required to the Administrative Agent extent the Borrower (A) pursues such repair or replacement in escrow until a diligent manner, (B) such repair or replacement is completed or Borrower shall have entered into binding commitments to repair or replace such asset within 180 days of the earlier of (I) the cure receipt of such Default at which time the Net Cash Proceeds shall be used by the Borrower as set forth herein and (II) the occurrence of an Event of Default at which time the Net Cash Proceeds shall be used to prepay the Loans as set forth herein and (C) after the occurrence and during the continuance of an Event of DefaultProceeds, it being expressly agreed that any Net Cash Proceeds received in connection with any Recovery Event not so reinvested by the end of the applicable period shall be promptly used applied to prepay repay the Loans and/or cash collateralize the LOC Obligations immediately thereafter (such prepayment to be applied as set forth in clause (xv) below) and the (C) if Borrower and its Subsidiaries enters into a binding commitment to repair or replace such asset, within such 180-day period, it shall not have the right be required to reinvest such apply any Net Cash ProceedsProceeds not in fact so used within 360 days after receipt to prepay Loans and cash collateralize outstanding LOC Obligations.

Recovery Event. To the extent Net Cash Proceeds received in connection with any Recovery Event are not used to acquire fixed (i) committed (as evidenced by a binding written contract) by the applicable Credit Party or capital assets in replacement of the assets subject to such Recovery Event Subsidiary within 365 180 days of the receipt of such Net Cash Proceeds, immediately following to the 365th day occurring after repair or replacement of the Properties (including the completion of any new Restaurant already in progress) subject to such Recovery Event, and (ii) if so committed such repair or replacement of the Properties subject to such Recovery Event shall not have been (A) commenced within 365 days of and (B) completed within 545 days of, receipt of such Net Cash Proceeds, the Borrower shall prepay the Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100% %) of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (xvii) below); provided that (A) the Net Cash Proceeds from Recovery Events in any fiscal year shall not be required to be so applied until the aggregate amount of such Net Cash Proceeds is equal to or greater than $1,000,000 for such fiscal year, year and (B) after the occurrence and during the continuation continuance of a Default, any Net Cash Proceeds shall be delivered to the Administrative Agent in escrow until the earlier of (I) the cure of such Default at which time the Net Cash Proceeds shall be used by the Borrower as set forth herein and (II) the occurrence of an Event of Default at which time the Net Cash Proceeds shall be used to prepay the Loans as set forth herein and (C) after the occurrence and during the continuance of or an Event of Default, any Net Cash Proceeds received in connection with any Recovery Event shall be promptly used applied to prepay the Loans and/or cash collateralize the LOC Obligations (such prepayment to be applied as set forth in clause (xviii) below) and the Borrower and its Subsidiaries shall not have the right to reinvest such Net Cash Proceeds.

Recovery Event. To the extent Net Cash Proceeds received in connection with any Recovery Event are not (A) committed to be used to acquire fixed or capital assets in replacement of the assets subject to such Recovery Event within 365 days of the receipt of such Net Cash ProceedsProceeds and (B) actually used to acquire fixed or capital assets in replacement of the assets subject to such Recovery Event within 180 days following such commitment, immediately following the (x) 365th day occurring to the extent such Net Cash Proceeds are not committed to be used pursuant to clause (A) above or (y) 180th day to the extent such Net Cash Proceeds are not actually used pursuant to clause (B) above, after the receipt of such Net Cash Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (xvi) below); provided that (A) the Net Cash Proceeds from Recovery Events in any fiscal year shall not be required to be so applied until the aggregate amount of such Net Cash Proceeds is equal to or greater than $1,000,000 5,000,000 for such fiscal year, (B) after the occurrence and during the continuation of a Default, any Net Cash Proceeds shall be delivered to the Administrative Agent in escrow until the earlier of (I) the cure of such Default at which time the Net Cash Proceeds shall be used by the Borrower as set forth herein and (II) the occurrence of an Event of Default at which time the Net Cash Proceeds shall be used to prepay the Loans as set forth herein and (C) after the occurrence and during the continuance of an Event of Default, any Net Cash Proceeds received in connection with any Recovery Event shall be promptly used to prepay the Loans (such prepayment to be applied as set forth in clause (xvi) below) and the Borrower and its Subsidiaries shall not have the right to reinvest such Net Cash Proceeds.