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; 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 Subject to Section 2.05(b)(vi) below, to the date on extent of Net Cash Proceeds received in connection with a Recovery Event which are in excess of $50,000,000 in the aggregate in any Company receives any --------------- fiscal year and which are not applied to repair, replace or relocate damaged property or to purchase or acquire fixed or capital assets in replacement of the assets lost or destroyed within eighteen (18) months of the receipt of such Net Available Cash Proceeds from any Taking (or Destruction or loss in the case of title to any Mortgaged Real Property or Real Propertya binding commitment in respect of an application within such eighteen (18) months, twenty-four (24) months of receipt of such Net Cash Proceeds), the Borrower shall prepay the Term Loans in an aggregate principal amount equal to one hundred percent (100% %) of such Net Available Cash Proceeds by the fifth (5th) Business Day following receipt of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (viii) below); provided that if such Net Cash Proceeds have not been reinvested or committed to be reinvested within the time periods set forth above, the Borrower shall be required to prepay the Term Loans with such Net Cash Proceeds. (iii) Dispositions. Subject to Section 2.05(b)(vi) below, the Borrower shall prepay the Term Loans on the fifth (5th) Business Day following receipt of Net Cash Proceeds from a Disposition in reliance on Section 7.05(no) in an aggregate amount equal to one hundred percent (100%) of the amount that such Net Cash Proceeds exceed $50,000,000 in any fiscal year (such prepayment to be applied as set forth in clause (viii) below) (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”); provided, however, -------- ------- provided that if (i1) so long as the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent at the time of receipt thereof setting forth the Borrower’s intent to reinvest such proceeds in capital assets useful in the business of the Borrower or any Subsidiary within eighteen (18) months of the receipt of such proceeds and (2) no Default then exists or would arise therefrom Event of Default shall have occurred and be continuing at the time of such Net Available Proceeds do not exceed $5.0 millioncertificate or at the proposed time of the application of such proceeds, such Net Available Proceeds proceeds shall not be required to be so applied on such date to prepay the Term Loans except 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 are not so reinvested within such eighteen (118) repair, replace month period (or restore any Mortgaged Real Property (or, if received in the case of a binding commitment in respect of Real Property which is not Mortgaged Real Propertyan application within such eighteen (18) months, Real Propertytwenty-four (24) in respect months 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 AgreementCash Proceeds); provided, provided further, however, that (i) if the -------- ------- ------- amount of any Net Cash Proceeds not subject to such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million binding commitment or so reinvested shall be applied and (ii) if all or any portion of such Net Available Proceeds not required to be immediately applied to the prepayment of the 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 set forth in this Section 2.10(b2.05(b)(iii).

Recovery Events. On the date (or next Business Day if such date is not a Business Day) on which the 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 Event of Default or Potential Event of Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 1.0 million, such Net Available Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered an Officers' Certificate to Administrative Agent the Lenders 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 AgreementProceeds; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that (i) if the -------- ------- ------- amount of such Net Available Proceeds exceeds $5.0 1.0 million, then the entire amount and not just the portion in excess of $5.0 1.0 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 Business Day of such period as specified in subsection (iii) of this Section 2.10(b).2.4A.