Common use of Recovery Events Clause in Contracts

Recovery Events. On the date on which any Company receives any --------------- Net Available Proceeds from any Taking or Destruction or loss of title to any Mortgaged Real Property or Real Property, in an aggregate principal amount equal to 100% of such Net Available Proceeds; provided, however, -------- ------- that (i) so long as no Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 million, such Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Certificate to Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Mortgaged Real Property (or, if received in respect of Real Property which is not Mortgaged Real Property, Real Property) in respect of which such Net Available Proceeds were paid or (2) fund the purchase of substitute or additional Mortgaged Real Property (or Real Property if such Net Available Proceeds were received in respect of Real Property which was not Mortgaged Real Property), in each case within 180 days following the date of the receipt of such Net Available Proceeds and (ii) all such Net Available Proceeds in excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(i) or (iii) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement; provided, further, however, that (i) if the -------- ------- ------- amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (ii) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b).

Recovery Events. On the date on which Borrower or any Company --------------- Subsidiary receives any --------------- Net Available Proceeds from any Taking or Destruction or loss of title to any Mortgaged Real Property or Real Property, in an aggregate principal amount equal to 100% of such Net Available Proceeds; provided, however, -------- ------- that (ix) so long as no Default or -------- ------- Event of Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 millionexists, such Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Officer's Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Mortgaged Real Property (or, if received in respect of Real Property which is not Mortgaged Real Property, Real Property) in respect of which such Net Available Proceeds were paid or (2) fund the purchase of substitute or additional Mortgaged Real Property (or Real Property if such Net Available Proceeds were received in respect of Real Property which was not Mortgaged Real Property), in each case within 180 days the 365 day period following the date of the receipt of such Net Available Proceeds and Proceeds, (iiy) all such Net Available Proceeds in excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(i) or (iii) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the applicable Mortgage or Security Agreement; provided, further, however, that (i) if the -------- ------- ------- amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iiz) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso is not so used (or committed to be used pursuant to a binding written agreement) within 180 days such 365 day period after the date of the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b).

Recovery Events. On the date on which Borrower or any Company Subsidiary receives any --------------- Net Available Proceeds from any Taking or Destruction or loss of title to any Mortgaged Real Property or Real Property, in an aggregate principal amount equal to 100% of such Net Available Proceeds; providedPROVIDED, howeverHOWEVER, -------- ------- that (i) so long as no Default or Event of Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 25.0 million, such Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Mortgaged Real Property (or, if received in respect of Real Property which is not Mortgaged Real Property, Real Property) in respect of which such Net Available Proceeds were paid or (2) fund the purchase of substitute or additional Mortgaged Real Property (or Real Property if such Net Available Proceeds were received in respect of Real Property which was not Mortgaged Real Property), in each case within 180 360 days following the date of the receipt of such Net Available Proceeds and (ii) all such Net Available Proceeds in excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(i) or (iii) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that (subject to waiver of such condition by the Majority Lenders) (i) if the -------- ------- ------- amount of such Net Available Proceeds exceeds $5.0 25.0 million, then the entire amount and not just the portion in excess of $5.0 25.0 million shall be applied and (ii) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso is not so used within 180 360 days after the date of the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b).

Recovery Events. On the date on which Borrower or any Company --------------- Subsidiary receives any --------------- Net Available Proceeds from any Taking or Destruction or loss of title to any Mortgaged Real Property or Real Property, in an aggregate principal amount equal to 100% of such Net Available Proceeds; provided, -------- however, -------- ------- that (ix) so long as no Default or Event of Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 millionexists, such ------- Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Officer's Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Mortgaged Real Property (or, if received in respect of Real Property which is not Mortgaged Real Property, Real Property) in respect of which such Net Available Proceeds were paid or (2) fund the purchase of substitute or additional Mortgaged Real Property (or Real Property if such Net Available Proceeds were received in respect of Real Property which was not Mortgaged Real Property), in each case within 180 days the 365 day period following the date of the receipt of such Net Available Proceeds and Proceeds, (iiy) all such Net Available Proceeds in excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(i) or (iii) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the applicable Mortgage or Security Agreement; provided, further, however, that (i) if the -------- ------- ------- amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iiz) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso is not so used (or committed to be used pursuant to a binding written agreement) within 180 days such 365 day period after the date of the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b).

Recovery Events. On If the date on which Borrower or any Company Restricted Subsidiary receives any --------------- Net Available Cash Proceeds from any Taking or Destruction or loss a Recovery Event, on the fifth Business Day following the receipt of title such Net Cash Proceeds, the Borrower shall, subject to any Mortgaged Real Property or Real PropertySection 4.02(h), in apply an aggregate principal amount equal to 100% of the Net Cash Proceeds therefrom on such Net Available Proceedsdate as a mandatory repayment in accordance with the requirements of Section 4.02(i); provided, however, -------- ------- that (i) so long as no Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 million, such Net Available Cash Proceeds shall not be required to be so applied on such date to so long as the extent that Borrower has delivered an Officers' Certificate a certificate to the Administrative Agent on or prior to such date stating that such proceeds Net Cash Proceeds shall be used to (1) repairinvest in assets of the type used or to be used in the businesses permitted pursuant to Section 8.08, including to replace or restore any Mortgaged Real Property (or, if received in respect of Real Property which is not Mortgaged Real Property, Real Property) properties or assets in respect of which such Net Available Cash Proceeds were paid or (2) fund the purchase of substitute or additional Mortgaged Real Property (or Real Property if such Net Available Proceeds were received in respect of Real Property which was not Mortgaged Real Property)paid, in each case within 180 365 days following the date of the receipt of such Net Available Proceeds and (ii) all such Net Available Proceeds in excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(i) or (iii) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security AgreementCash Proceeds; provided, further, howeverthat if during the applicable 365-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply the Net Cash Proceeds in accordance with the requirements described in the immediately preceding proviso of this Section 4.02(e) after such 365-day period, that (i) if such 365-day period will be extended to 540 days with respect to the -------- ------- ------- amount of such Net Available Cash Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall required to be applied in accordance with such agreement ; and (ii) provided, further, that if all or any portion of such Net Available Cash Proceeds not required to be so applied to the prepayment of Term Loans pursuant to the preceding proviso is are not so used within 180 days after such 365-day period (as such 365-day period may be extended pursuant to the date preceding proviso of this Section 4.02(e)) (or such earlier date, if any, as the receipt of Borrower or the relevant Restricted Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Net Available ProceedsRecovery Event as set forth above), such remaining portion shall be applied on the last day of such 365-day period (or such earlier date or the end of such 540-day period if so extended, as specified the case may be) as provided above in this Section 2.10(b4.02(e).

Recovery Events. On Prepayment will be made on the date on which any Company receives any --------------- Net Available Proceeds from any Taking or Destruction or loss of title to any Mortgaged Real Property or Real Property, Loan Obligations in an aggregate principal amount equal to 100% of such the Net Available Proceeds; Cash Proceeds received by any member of the Consolidated Group from any Recovery Event (other than Recovery Events where the Net Cash Proceeds therefrom do not exceed €1 million) and payable on the Business Day following receipt thereof, provided, however, -------- ------- that (i) so long as no Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 million, such Net Available Cash Proceeds shall not be required to be so applied on such date so long as no Default or Event of Default then exists and FSE has delivered a certificate to the extent that Borrower has delivered an Officers' Certificate to Administrative Agent on or prior to such date stating that such proceeds Net Cash Proceeds shall be used to (1) repair, replace or restore any Mortgaged Real Property (or, if received in respect of Real Property which is not Mortgaged Real Property, Real Property) properties or assets in respect of which such Net Available Cash Proceeds were paid or (2) fund the purchase of substitute or additional Mortgaged Real Property (or Real Property if such Net Available Proceeds were received in respect of Real Property which was not Mortgaged Real Property), in each case similar replacement properties or assets) within 180 days twelve months following the date of the receipt of such Net Available Cash Proceeds and (ii) all such Net Available Proceeds in excess which certificate shall set forth the estimates of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(i) or (iii) shall Net Cash Proceeds to be held in the Collateral Account so expended), and released therefrom only in accordance with the terms of the Security Agreement; provided, further, however, that (i) if the -------- ------- ------- amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (ii) if all or any portion of such Net Available Cash Proceeds not required to be so applied to the prepayment of Term Loans pursuant to the preceding proviso is are not so used within 180 days twelve months after the date of the receipt of such Net Available ProceedsCash Proceeds (or such earlier date, if any, as FSE or the relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as specified the case may be) as provided above in this Section 2.10(b)2.06(b)(viii) without regard to the immediately preceding proviso.