Common use of All Prepayments Clause in Contracts

All Prepayments. (i) Any prepayment of a LIBOR Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 2.3(e)(iv). All prepayments of a Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) shall be applied first to that portion of such Loan comprised of Base Rate Loans and then to that portion of such Loan comprised of LIBOR Loans, in direct order of Interest Period maturities. Any required prepayment in respect of either Major Casualty Proceeds or Net Cash Proceeds of any Asset Disposition shall be applied first against outstanding Revolving Loans and Swingline Loans, to the extent that, after giving effect to the event giving rise to such proceeds, and any related modification of the most recently delivered Borrowing Base Certificate to reflect such event, a mandatory prepayment of Revolving Loans and/or Swingline Loans would be required pursuant to either of Section 2.2(c)(ii) or Section 2.2(e)(i), with the remaining amount of such proceeds being applied to the Term Loan as provided herein. All prepayments of the Term Loan shall be applied in the inverse order of maturity to the remaining installments thereof. Following the payment in full of the Term Loan, any remaining amounts required by Section 2.1(c) to be used to prepay the Term Loan shall instead be applied first, as a repayment of the outstanding Revolving Loans pro rata among all Lenders having a Revolving Loan Commitment Percentage and second, at any time the Revolving Loans have been repaid in full, as a repayment of the outstanding Swingline Loans. (ii) Borrower shall deliver to Administrative Agent an appropriately completed Payment Notification at least two (2) Business Days prior to each mandatory prepayment pursuant to Section 2.1(c) and each voluntary prepayment pursuant to Section 2.1(d), and Administrative Agent shall promptly notify each Lender of such notice.

All Prepayments. (i) Any prepayment of a LIBOR Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 2.3(e)(iv). All prepayments of a Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) shall be applied first to that portion of such Loan comprised of Base Rate Loans and then to that portion of such Loan comprised of LIBOR Loans, in direct order of Interest Period maturities. Any required prepayment in respect of either Major Casualty Proceeds or Net Cash Proceeds of any Asset Disposition shall be applied first against outstanding Revolving Loans, Swingline Loans and Swingline WCMA Loans, in the foregoing order, to the extent that, after giving effect to the event giving rise to such proceeds, and any related modification of the most recently delivered Borrowing Base Certificate to reflect such event, a mandatory prepayment of Revolving Loans and/or Swingline Loans and/or WCMA Loans would be required pursuant to either of Section 2.2(c)(ii2.2(c) or Section 2.2(e)(i), with the remaining amount of such proceeds being applied to the Term Loan as provided herein. All prepayments of the Term Loan shall be applied in the inverse order of maturity to the remaining installments thereof. Following the payment in full of the Term Loan, any remaining amounts required by Section 2.1(c2.2(c) to be used to prepay the Term Loan shall instead be applied first, as a repayment of the outstanding Revolving Loans pro rata among all Lenders having a Revolving Loan Commitment Percentage and Percentage, second, at any time the Revolving Loans have been repaid in full, as a repayment of the outstanding Swingline Loans, and third, at any time the Revolving Loans and Swingline Loans have been repaid in full, as a repayment of WCMA Loans. (ii) Borrower shall deliver to Administrative Agent an appropriately completed Payment Notification at least two (2) Business Days prior to each mandatory prepayment pursuant to Section 2.1(c) and each voluntary prepayment pursuant to Section 2.1(d2.2(c), and Administrative Agent shall promptly notify each Lender of such notice.

All Prepayments. (i) Any prepayment of a LIBOR Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 2.3(e)(iv). All prepayments of a Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) shall be applied first to that portion of such Loan comprised of Base Rate Loans and then to that portion of such Loan comprised of LIBOR Loans, in direct order of Interest Period maturities. Any required prepayment in respect of either Major Casualty Proceeds or Net Cash Proceeds of any Asset Disposition shall be applied first against outstanding Revolving Loans and Swingline Loans, to the extent that, after giving effect to the event giving rise to such proceeds, proceeds and any related modification of the most recently delivered Borrowing Base Certificate to reflect such event, a mandatory prepayment of Revolving Loans and/or Swingline Loans would be required pursuant to either of Section 2.2(c)(ii) or Section 2.2(e)(i), with the remaining amount of such proceeds being applied to the Term Loan Loans as provided herein. All mandatory prepayments of Term Loans shall be applied pro rata between the Term Loans according to the outstanding principal amounts thereof and, as to each Term Loan, pro rata to the remaining installments thereof. All optional prepayments of the Term Loan Loans shall be applied first to Term Loan A, pro rata to the remaining installments thereof, and following the repayment in the inverse order full of maturity Term Loan A, to Term Loan B, pro rata to the remaining installments thereof. Following the payment in full of the Term LoanLoans, any remaining amounts required by Section 2.1(c) to be used to prepay the Term Loan Loans (whether resulting from an optional prepayment or a mandatory prepayment) shall instead be applied first, as a repayment of the outstanding Revolving Loans pro rata among all Lenders having a Revolving Loan Commitment Percentage and second, at any time the outstanding Swingline Loans (which amounts applied to the Revolving Loans have been repaid and Swingline Loans are subject to reborrowing in full, as a repayment accordance with the terms of the outstanding Swingline Loansthis Agreement). (ii) Borrower Representative shall deliver to Administrative Agent an appropriately completed Payment Notification at least two (2) Business Days prior to each mandatory prepayment pursuant to Section 2.1(c) and each voluntary optional prepayment pursuant to Section 2.1(d), and Administrative Agent shall promptly notify each Lender of such notice.

All Prepayments. (i) Any prepayment of a LIBOR Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 2.3(e)(iv). All prepayments of a Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) shall be applied first to that portion of such Loan comprised of Base Prime Rate Loans and then to that portion of such Loan comprised of LIBOR Loans, in direct order of Interest Period maturities. Any required prepayment in respect Subject to the provisions of either Major Casualty Proceeds or Net Cash Proceeds the immediately following clause (ii), all prepayments of any Asset Disposition Term Loans shall be applied first against outstanding Revolving Loans and Swingline LoansTerm Loan A, to the extent that, after giving effect to the event giving rise to such proceedsuntil paid in full, and any related modification of the most recently delivered Borrowing Base Certificate to reflect such event, a mandatory prepayment of Revolving Loans and/or Swingline Loans would be required pursuant to either of Section 2.2(c)(ii) or Section 2.2(e)(i), with the remaining amount of such proceeds being applied to the thereafter against Term Loan as provided herein. All prepayments of the Term Loan shall be applied B, in the inverse order of maturity each case ratably to the remaining installments thereof. Following the payment in full of the Term LoanLoans, any remaining amounts required by Section 2.1(c2.1(d) to be used to prepay the Term Loan Loans shall instead be applied first, as a repayment of the outstanding Revolving Loans pro rata among all Lenders having a Revolving Loan Commitment Percentage and second, at any time (without reducing the Revolving Loans have been repaid Loan Commitment). (ii) Notwithstanding anything to the contrary in fullthe immediately preceding clause (i), (A) Major Casualty Proceeds relating to the 2000 fire at Xxxxxx'x plant and consisting of proceeds of property insurance relating to Inventory and proceeds of business interruption insurance, shall be applied as a repayment of the outstanding Swingline LoansRevolving Loans pro rata among all Lenders having a Revolving Loan Commitment Percentage (without reducing the Revolving Loan Commitment), and (B) all other Major Casualty Proceeds shall be allocated between outstanding Revolving Loans and the Term Loans in the same proportion as (1) the current market value of the Collateral consisting of cash and Inventory lost or damaged and giving rise to such Major Casualty Proceeds bears to (2) the current market value of all Collateral (other than cash and Inventory) lost or destroyed and giving rise to such Major Casualty Proceeds. Application of Major Casualty Proceeds allocated pursuant to the immediately preceding sentence shall otherwise be made in accordance with the provisions of Section 2.1(f)(i). (iiiii) Borrower Representative shall deliver give prior written notice to Administrative Agent an appropriately completed Payment Notification at least two one (21) Business Days Day prior to each mandatory prepayment pursuant to Section 2.1(c2.1(d) and each voluntary prepayment pursuant to Section 2.1(d), 2.1(e) and Administrative Agent shall promptly notify each Lender of such notice.

All Prepayments. (i) Any prepayment of a LIBOR Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 2.3(e)(iv2.3(f)(iv). All prepayments of a Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) shall be applied first to that portion of such Loan comprised of Base Prime Rate Loans and then to that portion of such Loan comprised of LIBOR Loans, in direct order of Interest Period maturities. Any required prepayment in respect of either Major Casualty Proceeds or Net Cash Proceeds of any Asset Disposition shall be applied first against outstanding Revolving Loans and Swingline Loans, to the extent that, after giving effect to the event giving rise to such proceeds, and any related modification of the most recently delivered Borrowing Base Certificate to reflect such event, a mandatory prepayment of Revolving Loans and/or Swingline Loans would be required pursuant to either of Section 2.2(c)(ii) or Section 2.2(e)(i), with the remaining amount of such proceeds being applied to the Term Loan as provided herein. All prepayments of the Term Loan shall be applied in the inverse order of maturity pro rata to the remaining installments thereof. Following the payment in full of the Term Loan, any remaining amounts required by Section 2.1(c2.1(c)(ii), (iii) and (iv) to be used to prepay the Term Loan shall instead be applied first, as a repayment of the outstanding Revolving Loans (with any excess to be held by the Agent as cash collateral to be applied to repay future outstanding Revolving Loans as and when made), pro rata among all Lenders having a Revolving Loan Commitment Percentage and second, at any time (with a permanent reduction of the Revolving Loans Loan Commitment to the extent required pursuant to Section 2.2(c)(iii)). Notwithstanding anything to the contrary contained in this Section 2.1, each holder of a Term Note may elect not to have been repaid in full, as a repayment such Lender's Pro Rata Share of the outstanding Swingline Loans. (ii) Borrower shall deliver to Administrative Agent an appropriately completed Payment Notification at least two (2) Business Days prior to each Term Loan prepaid in the case of a mandatory prepayment pursuant clause (c) of this Section 2.1, by notice to Section 2.1(cAgent received one (1) and each voluntary Business Day prior to the date of such prepayment. The amount of any such prepayment pursuant which would have been applied to Section 2.1(dthe Term Loan but for such elections shall be applied to the Second Lien Term Loan in accordance with the provisions of the Second Lien Credit Agreement until paid in full and, thereafter (or, in the event the Second Lien Lenders waive such prepayment in accordance with the terms of the Second Lien Credit Agreement), and Administrative Agent such prepayment shall promptly notify each Lender of such noticebe retained by the Borrowers.

All Prepayments. (i) Any prepayment of a LIBOR Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 2.3(e)(iv2.3(f)(iv). All prepayments of a Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) shall be applied first to that portion of such Loan comprised of Base Prime Rate Loans and then to that portion of such Loan comprised of LIBOR Loans, in direct order of Interest Period maturities. Any required prepayment in respect of either Major Casualty Proceeds or Net Cash Proceeds of any Asset Disposition shall be applied first against outstanding Revolving Loans and Swingline Loans, to the extent that, after giving effect to the event giving rise to such proceeds, and any related modification of the most recently delivered Borrowing Base Certificate to reflect such event, a mandatory prepayment of Revolving Loans and/or Swingline Loans would be required pursuant to either of Section 2.2(c)(ii) or Section 2.2(e)(i), with the remaining amount of such proceeds being applied to the Term Loan as provided herein. All prepayments of the Term Loan shall be applied in the inverse order of maturity pro rata to the remaining installments thereof. Following the payment in full of the Term Loan, any remaining amounts required by Section 2.1(c2.1(c)(ii), (iii) and (iv) to be used to prepay the Term Loan shall instead be applied first, as a repayment of the outstanding Revolving Loans (with any excess to be held by the Agent as cash collateral to be applied to repay future outstanding Revolving Loans as and when made), pro rata among all Lenders having a Revolving Loan Commitment Percentage and second, at any time (with a permanent reduction of the Revolving Loans have been repaid Loan Commitment to the extent required pursuant to Section 2.2(c)(iv)). Notwithstanding anything to the contrary contained in fullthis Section 2.1, as each Lender holding a repayment portion of the outstanding Swingline Loans. (ii) Borrower shall deliver Term Loan may elect not to Administrative Agent an appropriately completed Payment Notification at least two (2) Business Days prior to each have such Lender’s Pro Rata Share of the Term Loan prepaid in the case of a mandatory prepayment pursuant clause (c) of this Section 2.1, by notice to Section 2.1(cAgent received one (1) and each voluntary Business Day prior to the date of such prepayment. The amount of any such prepayment pursuant which would have been applied to Section 2.1(dthe Term Loan but for such elections shall be applied to the Second Lien Term Loan in accordance with the provisions of the Second Lien Credit Agreement until paid in full and, thereafter (or, in the event the Second Lien Lenders waive such prepayment in accordance with the terms of the Second Lien Credit Agreement), and Administrative Agent such prepayment shall promptly notify each Lender of such noticebe retained by the Borrowers.

All Prepayments. (i) Any prepayment of a LIBOR Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 2.3(e)(iv). All prepayments of a Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) shall be applied first to that portion of such Loan comprised of Base Rate Loans and then to that portion of such Loan comprised of LIBOR Loans, in direct order of Interest Period maturities. Any required prepayment in respect of either Major Casualty Proceeds or Net Cash Proceeds of any Asset Disposition shall be applied first against outstanding Revolving Loans and Swingline Loans, to the extent that, after giving effect to the event giving rise to such proceeds, and any related modification assuming the delivery of the most recently delivered a new Borrowing Base Certificate to reflect reflecting such event, a mandatory prepayment of Revolving Loans and/or Swingline Loans would be required pursuant to either of Section 2.2(c)(ii) or Section 2.2(e)(i), with the remaining amount of such proceeds being applied to the Term Loan Loans as provided herein. All prepayments of the Term Loan Loans shall be applied in pro rata between the inverse order of maturity Term Loans according to the outstanding principal amounts thereof and, as to each Term Loan, pro rata to the remaining installments thereof. Following the payment in full of the Term LoanLoans, any remaining amounts required by Section 2.1(c) to be used to prepay the Term Loan Loans shall instead be applied first, as a repayment of the outstanding Revolving Loans and as a concurrent equivalent reduction of the Revolving Loan Commitment, pro rata among all Lenders having a Revolving Loan Commitment Percentage and second, at any time the Revolving Loans have been repaid in full, as a repayment of the outstanding Swingline Loans. (ii) Borrower shall deliver to Administrative Agent an appropriately completed Payment Notification at least two (2) Business Days prior to each mandatory prepayment pursuant to Section 2.1(c) and each voluntary prepayment pursuant to Section 2.1(d), and Administrative Agent shall promptly notify each Lender of such notice. Notwithstanding anything to the contrary contained in this Section 2.1 and so long as Term Loan A is outstanding, each Lender having a Pro Rata Share of Term Loan B may elect not to have such Lender’s Pro Rata Share of Term Loan B prepaid in the case of a prepayment pursuant hereto by notice to Administrative Agent received one (1) Business Day prior to the date of such prepayment. The amount of any such prepayment which would have been applied to Term Loan B but for such elections shall be applied to Term Loan A until paid in full and, thereafter, to Term Loan B, in accordance with clause (i) of this Section 2.1(e).

All Prepayments. (i) Any prepayment of a LIBOR Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 2.3(e)(iv). All prepayments of a Loan (including a prepayment in respect of a permanent reduction of the Revolving Loan Commitment) shall be applied first to that portion of such Loan comprised of Base Rate Loans and then to that portion of such Loan comprised of LIBOR Loans, in direct order of Interest Period maturities. Any required prepayment in respect of either Major Casualty Proceeds or Net Cash Proceeds of any Asset Disposition shall be applied first against outstanding Revolving Loans, Swingline Loans and Swingline WCMA Loans, in the foregoing order, to the extent that, after giving effect to the event giving rise to such proceeds, and any related modification of the most recently delivered Borrowing Base Certificate to reflect such event, a mandatory prepayment of Revolving Loans and/or Swingline Loans and/or WCMA Loans would be required pursuant to either of Section 2.2(c)(ii2.2(c) or Section 2.2(e)(i), with the remaining amount of such proceeds being applied to the Term Loan as provided herein. All prepayments of the Term Loan shall be applied in the inverse order of maturity to the remaining installments thereof. Following the payment in full of the Term Loan, any remaining amounts required by Section 2.1(c) to be used to prepay the Term Loan shall instead be applied first, as a repayment of the outstanding Revolving Loans pro rata among all Lenders having a Revolving Loan Commitment Percentage and Percentage, second, at any time the Revolving Loans have been repaid in full, as a repayment of the outstanding Swingline Loans, and third, at any time the Revolving Loans and Swingline Loans have been repaid in full, as a repayment of WCMA Loans. (ii) Borrower shall deliver to Administrative Agent an appropriately completed Payment Notification at least two (2) Business Days prior to each mandatory prepayment pursuant to Section 2.1(c) and each voluntary prepayment pursuant to Section 2.1(d), and Administrative Agent shall promptly notify each Lender of such notice.