Common use of Certain Proceeds of Asset Sales Clause in Contracts

Certain Proceeds of Asset Sales. If during any fiscal year of the U.S. Borrower, the U.S. Borrower or any Restricted Subsidiary has received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Directed Divestment) of at least $25,000,000 (other than Net Cash Proceeds from Asset Sales permitted by Section 7.02(a), (b), (c), (f), (i) and (j)), not later than the fifth (5th) Business Day following the date of receipt of any Cash Proceeds in excess of such amount (the “Excess Asset Sale Proceeds”), (x) the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loans, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Asset Sale Proceeds in accordance with Section 2.13(d) below; provided that the Applicable Borrower notifies the Administrative Agent that it intends to reinvest all or a portion of such Net Cash Proceeds in assets useful in the business within 365 days following receipt of such Net Cash Proceeds or, if (X) any of the U.S. Prepayment Group or (Y) any of the Non-U.S. Prepayment Group, as applicable, have entered into a legally binding commitment to reinvest such Net Cash Proceeds in assets useful in the business within 365 days of receipt thereof, then within 180 days of the date of such legally binding commitment, such notice to describe the amount and nature of such reinvestment, then no such prepayment shall be required. If by the deadline specified in the proviso in the preceding sentence, any portion of such Excess Asset Sale Proceeds has not been so reinvested, (x) the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of U.S. Loans, in each case, in an aggregate principal amount at least equal to its Applicable Prepayment Portion of such Excess Asset Sale Proceeds to the extent required above. Any such prepayments shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below.

Certain Proceeds of Asset Sales. If during at any fiscal year of time following the U.S. BorrowerClosing Date the Borrowers, the U.S. Borrower GTG Intangible or any Restricted Subsidiary has of their respective Material Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Directed Divestment) of in an aggregate amount at least equal to $25,000,000 (other than Net Cash Proceeds from Asset Sales permitted by Section 7.02(a)25,000,000, (b), (c), (f), (i) and (j)), then not later than the fifth (5th) third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount (amount, an amount, conforming to the “Excess Asset Sale Proceeds”), (x) requirements as to the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loanspartial prepayments contained in section 5.1, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion 100% of the Net Cash Proceeds then received in excess of such Excess amount from any Asset Sale Proceeds Sale, shall be applied as a mandatory prepayment of principal of first, Swing Line Revolving Loans and, second, after Swing Line Revolving Loans have been paid in accordance with Section 2.13(dfull, Domestic Revolving Loans and Canadian Revolving Loans in such proportionate amounts as each of the Total Domestic Revolving Commitment and the Total Canadian Revolving Commitment, as applicable, bears to the Total Commitment; provided, that (i) below; provided that if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Applicable Borrower notifies Borrowers, GTG Intangible and their Material Subsidiaries have expected Combined Capital Expenditures during the following 12 months, and (iii) the Borrowers notify the Administrative Agent that it intends Agents of the amount and nature thereof and of their intention to reinvest all or a portion of such Net Cash Proceeds in assets useful in the business within 365 days following receipt of such Net Cash Proceeds or, if (X) any of the U.S. Prepayment Group or (Y) any of the Non-U.S. Prepayment Group, as applicable, have entered into a legally binding commitment to reinvest Combined Capital Expenditures during such Net Cash Proceeds in assets useful in the business within 365 days of receipt thereof, then within 180 days of the date of such legally binding commitment, such notice to describe the amount and nature of such reinvestment12 month period, then no such prepayment shall be requiredrequired to the extent the Borrowers so indicate that such reinvestment will take place. If by at the deadline specified in the proviso in the preceding sentence, end of any such 12 month period any portion of such Excess Asset Sale Net Cash Proceeds has not been so reinvested, (x) the EMEA Borrower shall prepay Borrowers will immediately make a prepayment of the principal outstanding Swing Line Revolving Loans, Domestic Revolving Loans and Canadian Revolving Loans as provided above in an amount, conforming to the requirements as to amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of U.S. Loansprepayments contained in section 5.1, in each case, in an aggregate principal amount at least equal to its Applicable Prepayment Portion of such Excess Asset Sale Proceeds to the extent required above. Any such prepayments shall be applied to the prepayment of the Loans as provided in Section 2.13(d) belowremaining amount.

Certain Proceeds of Asset Sales. If during any fiscal year of the U.S. Borrower, the U.S. Borrower or any Restricted Subsidiary has and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Directed Divestment) of at least $25,000,000 2,000,000 (other than excluding up to $6,000,000 of Net Cash Proceeds from of any Asset Sales permitted by Section 7.02(a), (b), (c), (f), (i) and (j)Sale constituting the disposition of CAH), not later than the fifth (5th) third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount (equal to 100% of the “Excess Net Cash Proceeds then received in excess of such amount from any Asset Sale Proceeds”), (x) the EMEA Borrower shall prepay the principal amount be applied as a mandatory prepayment of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loans, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Asset Sale Proceeds in accordance with Section 2.13(d2.12(c) below; provided provided, that (A) if no Default or Event of Default shall have occurred and be continuing and (B) the Applicable Borrower notifies the Administrative Agent that it intends of its intention to reinvest all or a portion of such Net Cash Proceeds in replacement assets useful in the business of Borrower and/or its Subsidiaries within 365 three hundred sixty-five (365) days following receipt of such Net Cash Proceeds or, if (X) any of the U.S. Prepayment Group or (Y) any of the Non-U.S. Prepayment Group, as applicable, have entered into a legally binding commitment to reinvest such Net Cash Proceeds in assets useful in the business within 365 days of receipt thereof, then within 180 days of after the date of such legally Asset Sale, or enters into a binding commitment, commitment thereof within said three hundred sixty-five (365) day period and subsequently makes such notice to describe the amount and nature of reinvestment within one hundred eighty (180) days following such reinvestmentthree hundred sixty-five (365) day period, then no such prepayment shall be required. If by required if the deadline specified Borrower immediately deposits such Net Cash Proceeds in a deposit account over which the proviso in the preceding sentence, any portion of such Excess Asset Sale Proceeds Administrative Agent has not been so reinvested, (x) the EMEA Borrower shall prepay the principal amount control and which constitutes part of the EMEA Term Loans Collateral under the Security Documents. So long as no Default or Event of Default has occurred and (y) is continuing, amounts may be disbursed from such deposit account to or at the U.S. direction of the Borrower shall prepay for application towards the principal amount of U.S. Loans, in each case, in an aggregate principal amount at least equal to its Applicable Prepayment Portion of costs associated with such Excess Asset Sale Proceeds to the extent required abovereinvestment. Any amounts not so applied to such prepayments reinvestment or as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.13(d2.12(c) below. If at the end of any such 365 day period or, if applicable, such additional 180 day period any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the U.S. BorrowerParent, the U.S. Borrower or any Restricted Subsidiary has Parent and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Directed Divestment) of at least $25,000,000 (other than Net Cash Proceeds from Asset Sales permitted by Section 7.02(a), (b), (c), (f), (i) and (j))1,000,000, not later than the fifth (5th) Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount (equal to 100% of the “Excess Net Cash Proceeds then received in excess of such amount from any Asset Sale Proceeds”), (x) the EMEA Borrower shall prepay the principal amount be applied as a mandatory prepayment of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loans, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Asset Sale Proceeds in accordance with Section 2.13(d) below; provided, that no such mandatory prepayment shall be required in respect of Asset Sales permitted by Sections 7.02(c) and 7.02(e), and provided further that (A) if no Default or Event of Default shall have occurred and be continuing, (B) the Applicable Borrower notifies Parent and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 180 days, (C) the Borrowers notify the Administrative Agent that it intends of the amount and nature thereof and of their intention to reinvest all or a portion of such Net Cash Proceeds in assets useful in such Consolidated Capital Expenditures during such 180 day period and (D) the business within 365 days following receipt of such Net Cash Proceeds or, if (X) any of the U.S. Prepayment Group or (Y) any of the Non-U.S. Prepayment Group, as applicable, have entered into a legally binding commitment to reinvest such aggregate Net Cash Proceeds in assets useful in the business within 365 days of receipt thereof, then within 180 days of the date of such legally binding commitment, such notice fiscal year to describe the amount and nature of such reinvestmentbe reinvested pursuant to this Section 2.13(c)(v) does not exceed $10,000,000, then no such prepayment shall be required. If by required if the deadline specified Borrowers immediately deposit such Net Cash Proceeds in a cash collateral deposit account over which the proviso in the preceding sentenceAdministrative Agent shall have sole dominion and control, any portion of such Excess Asset Sale Proceeds has not been so reinvested, (x) the EMEA Borrower and which shall prepay the principal amount constitute part of the EMEA Term Loans Collateral under the Security Documents and (y) may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. So long as no Default or Event of Default has occurred and is continuing, the U.S. Borrower Administrative Agent shall prepay disburse amounts from such cash collateral deposit account to or at the principal amount direction of U.S. Loans, in each case, in an aggregate principal amount at least equal to its Applicable Prepayment Portion of the Borrowers for application towards the costs associated with such Excess Asset Sale Proceeds to the extent required abovereinvestment. Any amounts not so applied to such prepayments reinvestment or as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below. If at the end of any such 180-day period any portion of such Net Cash Proceeds has not been so reinvested, the Borrowers will immediately make a prepayment of the Loans, to the extent required above and such prepayment shall applied in accordance with Section 2.13(d) below.

Certain Proceeds of Asset Sales. If during any fiscal year of the U.S. Borrower, the U.S. Borrower or any Restricted Subsidiary has and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Directed Divestment) of in an aggregate amount at least equal to $25,000,000 (other than 1,000,000, or if the Borrower or any of its Subsidiaries receives any Net Cash Proceeds from Asset Sales permitted by Section 7.02(a)relating to the Bodenfelde Facility or the Solvent Recovery Business, (b), (c), (f), (i) and (j)), then not later than the fifth (5th) third Business Day following the date of receipt of any Table of Contents Net Cash Proceeds in excess of such amount (the “Excess Asset Sale Proceeds”)amount, (x) the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loansan amount, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion 100% of the Net Cash Proceeds then received in excess of such Excess amount from any Asset Sale Proceeds Sale, shall be applied as a mandatory prepayment of principal of first, the outstanding Term Loans, with the amount of such payment being applied to the Scheduled Repayments in accordance with Section 2.13(dinverse order of maturity, second, after no Term Loans are outstanding, the Swing Line Revolving Loans and, third, after Swing Line Revolving Loans have been paid in full, Unpaid Drawings and, fourth, after Unpaid Drawings have been paid in full, General Revolving Loans provided, that (i) below; provided that if no Default under section 11.1(a) or Event of Default shall have occurred and be continuing, (ii) the Applicable Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (iii) the Borrower notifies the Administrative Agent that it intends of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets useful in the business within 365 days following receipt of such Net Cash Proceeds or, if (X) any of the U.S. Prepayment Group or (Y) any of the Non-U.S. Prepayment Group, as applicable, have entered into a legally binding commitment to reinvest Consolidated Capital Expenditures during such Net Cash Proceeds in assets useful in the business within 365 days of receipt thereof, then within 180 days of the date of such legally binding commitment, such notice to describe the amount and nature of such reinvestment12 month period, then no such prepayment shall be requiredrequired to the extent the Borrower so indicates that such reinvestment will take place. If by at the deadline specified in the proviso in the preceding sentence, end of any such 12 month period any portion of such Excess Asset Sale Net Cash Proceeds has not been so reinvested, (x) the EMEA Borrower shall prepay the principal amount will immediately make a prepayment of the EMEA Term outstanding Swing Line Revolving Loans and (y) the U.S. Borrower shall prepay the principal amount of U.S. Loans, in each case, General Revolving Loans as provided above in an aggregate principal amount at least equal to its Applicable Prepayment Portion such remaining amount. Notwithstanding any of such Excess Asset Sale the provisions of this section 6.2(f), 100% of the Net Cash Proceeds to from the extent required above. Any such prepayments shall sale of the Solvent Recovery Business and the Bodenfelde Facility (and not just the amount of excess of $1,000,000) will be applied to the prepayment of the Term Loans as provided and may not be reinvested in Section 2.13(d) belowConsolidated Capital Expenditures.

Certain Proceeds of Asset Sales. If Subject to the terms of the Intercreditor Agreement, if during any fiscal year of the U.S. BorrowerCompany, the U.S. Borrower or any Restricted Subsidiary has Company and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales at any time a U.S. Cash Dominion Period or a Dutch Cash Dominion Period is in effect (excluding (A) any Asset Sales of any property permitted by Section 7.05 (other than clause (b) thereof) and (B) any Directed DivestmentAsset Sales of Term Priority Collateral so long as (x) of at least $25,000,000 the Term Loan Credit Agreement is in effect and (other than y) the Net Cash Proceeds from Asset Sales permitted by Section 7.02(a)are used, (b)or are required to be used within 10 Business Days of receipt, (c), (f), (i) and (j)to make mandatory prepayments under the Term Loan Credit Agreement), not later than the fifth (5th) Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount (equal to 100% of the “Excess Net Cash Proceeds then received in excess of such amount from any Asset Sale Proceeds”), (x) the EMEA Borrower shall prepay the principal amount be applied as a mandatory prepayment of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loans, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Asset Sale Proceeds in accordance with Section 2.13(d2.13(a) below; provided provided, that (A) if no Default or Event of Default shall have occurred and be continuing and (B) the Applicable Borrower Company notifies the Administrative Agent that it intends of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in operating assets useful in the business within 365 days following receipt of such Net Cash Proceeds or, if (X) any of the U.S. Prepayment Group or (Y) any of the Non-U.S. Prepayment Group, as applicable, have entered into a legally binding commitment to reinvest such Net Cash Proceeds in assets useful in the business within 365 days of receipt thereof, then within 180 days of the date of such legally binding commitment, such notice to describe the amount and nature of such reinvestment, then no such prepayment shall be required. If by required if the deadline specified Company immediately deposits such Net Cash Proceeds in a cash collateral deposit account over which the proviso in Administrative Agent with respect to Net Cash Proceeds of Asset Sales of ABL Priority Collateral of any U.S. Credit Party, or the preceding sentenceForeign Collateral Agent with respect to Net Cash Proceeds of Asset Sales of property or assets of any Dutch Credit Party, any portion of such Excess Asset Sale Proceeds has not been so reinvestedshall have control, (x) the EMEA Borrower and which shall prepay the principal amount constitute part of the EMEA Term Loans Collateral under the Security Documents and (y) may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. So long as no Default or Event of Default has occurred and is continuing, the U.S. Borrower shall prepay Company may use such Net Cash Proceeds for application towards the principal amount of U.S. Loans, in each case, in an aggregate principal amount at least equal to its Applicable Prepayment Portion of costs associated with such Excess Asset Sale Proceeds to the extent required abovereinvestment. Any amounts not so applied to such prepayments reinvestment or as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.13(d2.13(c) below. If at the end of any such 365 day period any portion of such Net Cash Proceeds has not been so reinvested, the Borrowers will immediately make a prepayment of the Loans, to the extent required above; provided, however, if the Company has entered into a binding commitment to reinvest such Net Cash Proceeds within such 365 day period, the Borrowers may make such reinvestment within the 180 period following the expiration of the initial 365 day period. With respect to proceeds of Asset Sales of assets and property constituting Term Priority Collateral, after payment in full of the Term Loan Facility and termination of the Term Loan Facility, subject to the above reinvestment rights, such proceeds shall be applied to reduce the principal balance of (y) the U.S. Revolving Loans in the case of proceeds of such assets and property of U.S. Credit Parties and (z) the Dutch Revolving Loans in the case of proceeds of such assets and property of Dutch Credit Parties which are Foreign Subsidiaries, and upon such application, a Reserve shall be established, against the U.S. Borrowing Base or the Dutch Borrowing Base, as applicable, in an amount equal to the amount of such proceeds so applied, and, subject to the conditions of borrowing set forth in this Agreement, the applicable Borrower may request Revolving Loans for reinvestment purposes otherwise in accordance with (and subject to all of the conditions and limitations of) this Section 2.13(b)(iii).

Certain Proceeds of Asset Sales. If during any fiscal year of the U.S. Borrower, the U.S. Borrower or any Restricted Subsidiary has and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Directed Divestment) of at least $25,000,000 2,000,000 (other than excluding up to $6,000,000 of Net Cash Proceeds from of any Asset Sales permitted by Section 7.02(a), (b), (c), (f), (i) and (j)Sale constituting the disposition of CAH), not later than the fifth (5th) third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount (equal to 100% of the “Excess Net Cash Proceeds then received in excess of such amount from any Asset Sale Proceeds”), (x) the EMEA Borrower shall prepay the principal amount be applied as a mandatory prepayment of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loans, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Asset Sale Proceeds in accordance with Section 2.13(d‎Section 2.12(c) below; provided provided, that (A) if no Default or Event of Default shall have occurred and be continuing and (B) the Applicable Borrower notifies the Administrative Agent that it intends of its intention to reinvest all or a portion of such Net Cash Proceeds in replacement assets useful in the business of Borrower and/or its Subsidiaries within 365 three hundred sixty-five (365) days following receipt of such Net Cash Proceeds or, if (X) any of the U.S. Prepayment Group or (Y) any of the Non-U.S. Prepayment Group, as applicable, have entered into a legally binding commitment to reinvest such Net Cash Proceeds in assets useful in the business within 365 days of receipt thereof, then within 180 days of after the date of such legally Asset Sale, or enters into a binding commitment, commitment thereof within said three hundred sixty-five (365) day period and subsequently makes such notice to describe the amount and nature of reinvestment within one hundred eighty (180) days following such reinvestmentthree hundred sixty-five (365) day period, then no such prepayment shall be required. If by required if the deadline specified Borrower immediately deposits such Net Cash Proceeds in a deposit account over which the proviso in the preceding sentence, any portion of such Excess Asset Sale Proceeds Administrative Agent has not been so reinvested, (x) the EMEA Borrower shall prepay the principal amount control and which constitutes part of the EMEA Term Loans Collateral under the Security Documents. So long as no Default or Event of Default has occurred and (y) is continuing, amounts may be disbursed from such deposit account to or at the U.S. direction of the Borrower shall prepay for application towards the principal amount of U.S. Loans, in each case, in an aggregate principal amount at least equal to its Applicable Prepayment Portion of costs associated with such Excess Asset Sale Proceeds to the extent required abovereinvestment. Any amounts not so applied to such prepayments reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.13(d‎Section 2.12(c) below. If at the end of any such 365 day period or, if applicable, such additional 180 day period any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.