Common use of Voluntary Prepayments of Borrowings Clause in Contracts

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 or any greater integral multiple of $500,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment and all compensation payments pursuant to Section 3.13 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower Intermet may, at its option, prepay Borrowings consisting of Base Rate Advances, Bid Rate Advances and Overnight Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 100,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment, together with, in the case of Bid Rate Advances, all compensation payments pursuant to Section 3.12 if such prepayment is made on a date other than the last day of the Interest Period applicable thereto. Those Borrowings consisting of Eurodollar Advances may be prepaid, at BorrowerIntermet's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 1,000,000 or any greater integral multiple of $1,000,000100,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.06(c) below. (b) Borrower Intermet shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Loans (i) prior to 12:00 Noon (local time for the Agent), on the date of any prepayment of Base Rate Advances, Overnight Rate Advances not less than one Business Day prior to any such prepayments and Bid Rate Advances and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanEurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepaymentprepayment (provided that notices of prepayments of Bid Rate Loans shall only be given to the Lenders participating therein). (c) BorrowerIntermet, when providing notice of prepayment pursuant to Section 3.07(b) 3.06(b), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, prepaid provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans Advances comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by Intermet, the Agent shall, subject to the foregoing, make such designation in its sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest on the Borrowings prepaid before application to principal.

Voluntary Prepayments of Borrowings. (a) The Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000250,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar LIBOR Advances may be prepaid, at the Borrower's ’s option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple and multiples set forth in Sections 2.02(b), 2.05(b), and 3.02(b), as applicable to the Type of $1,000,000Advance, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.06(c) below. (b) If Borrower desires to make a prepayment pursuant to Section 4.06(a), it shall give written notice (or telephonic notice confirmed in writing) to the Administrative Domestic Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances and (ii) not less than four Business Days prior to any prepayment of LIBOR Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Domestic Agent shall promptly notify each Lender whose Advance constitutes a portion of such Borrowing of the contents of such notice and of such Lender's ’s share of such prepayment. (c) Borrower, when providing If Borrower provides notice of prepayment pursuant to Section 3.07(b) 4.06(b), it may designate the Types of Advances and the specific Borrowing or Borrowings which that are to be prepaid, provided that (i) if any prepayment of Eurodollar LIBOR Advances of Borrower made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by the Borrower, the Domestic Agent shall, subject to the foregoing, make such designation in its sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principalprincipal and shall be applied against scheduled amortization payments in the inverse order of maturity.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate ABR Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 5,000,000 or any greater integral multiple of $500,0001,000,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's ’s option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment, provided however, prepayment and all compensation payments pursuant to Section 3.13 if such prepayment is of Eurodollar Advances may only be made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent Lender of any intended prepayment of the Loan (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii1) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanABR Advances, and (ii) not less than three (3) Business Days prior to any prepayment of Eurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.6(b) may shall designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate ABR Advances; and . (iid) each prepayment In the event any prepayments are made pursuant on the Term Loan, the Borrower shall not thereafter have any right to a single Borrowing shall be applied pro rata among reborrow said amount under the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Term Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower Intermet may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 100,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at BorrowerIntermet's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 1,000,000 or any greater integral multiple of $1,000,000100,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.06(c) below. (b) Borrower Intermet shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Loans (i) prior to 12:00 noon (local time for the Administrative Agent), on the date of any prepayment of Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanEurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) BorrowerIntermet, when providing notice of prepayment pursuant to Section 3.07(b) 3.06(b), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, prepaid provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans Advances comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by Intermet, the Administrative Agent shall, subject to the foregoing, make such designation in its sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest on the Borrowings prepaid before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances or Competitive Bid Rate Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 1,000,000 or any greater an integral multiple of $1,000,0001,000,000 (except that no partial prepayment may be made if the remaining principal amount outstanding of such Eurodollar Advance which comprises a Revolving Loan or Competitive Bid Rate Advance would be less than $5,000,000), by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.13. if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.7.(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent or the Swing Line Lender, as applicable, of any intended prepayment of the Revolving Loans (i) by 11:00 A.M. (local time for the Agent) on the Business Day of any prepayment of Base Rate Advances not less than one Business Day prior to any such prepayments or Cost of Funds Advances and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (prepayment of Eurodollar Advances or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanRate Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)) with respect to any prepayment of Revolving Loans or Competitive Bid Loans, the Administrative Agent shall promptly (and in any event by the same time on the next succeeding Business Day as such notice is received) notify each Lender of the contents of such notice and of such Lender's Applicable Commitment Percentage of each Revolving Loan and its pro rata share of each Competitive Bid Loan subject to such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) 4.7.(b), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,0005,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by Borrower, the Agent or, with respect to the Swing Line Loans, the Swing Line Lender, shall, subject to the foregoing, make such designation in its discretion but using reasonable efforts to avoid funding losses to the Lenders pursuant to Section 4.13. and subject to the last sentence of Section 4.16. All voluntary prepayments shall be applied to the payment of any unpaid interest then due and owing before application to principal.

Voluntary Prepayments of Borrowings. (ai) Borrower Subject to clause (ii) below, the Company may, at its optionon any Business Day, prepay Borrowings consisting upon notice to the Administrative Agent provided not later than 12:00 noon (New York City time) on such Business Day, in the case of Base Rate Advances, and at least two Business Days’ notice to the Administrative Agent, in the case of Eurocurrency Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment, prepay the Advances of any Class, and if such notice is given the Company shall prepay such stated amount; provided, however, that (A) each partial prepayment shall be in an aggregate principal amount not less than the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess thereof, (B) in the case of any such prepayment of any Eurocurrency Rate Advance, the Company shall pay all accrued interest to the date of such prepayment on the portion of such Eurocurrency Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(b) and (C) without limiting the Company’s obligations under Section 9.04(b), a notice of prepayment may be conditioned on the effectiveness of other credit facilities or the availability of a source of funds for such prepayment in which case such notice may be revoked or extended by the Company (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each notice of prepayment will specify the date and amount of such prepayment and the Advances to be prepaid. (ii) In the event any Term Loan B Advances are subject to a Repricing Event prior to the six month anniversary of the Closing Date, a Term Loan B Lender whose Term Loan B Advances are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loan B Advances pursuant to Section 2.17, in connection with such Repricing Event or which holds a Term Loan B Advance the Effective Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Term Loan B Lender’s Term Loan B Advances so prepaid, repaid, assigned or repriced. (iii) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing and no proceeds of Revolving Loan Advances are applied to fund any such repayment, any Company Party may prepay the outstanding Term Advances (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or the Company or any of its Subsidiaries may purchase such outstanding Term Advances and immediately cancel them) on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Advances at a discount to par pursuant to a Company Offer of Specified Discount Prepayment, Company Solicitation of Discount Range Prepayment Offers or Company Solicitation of Discounted Prepayment Offers (any time such prepayment, the “Discounted Term Advance Prepayment”), in whole, or each case made in accordance with this Section 2.06(c)(iii). (B) (I) Any Company Party may from time to time offer to make a Discounted Term Advance Prepayment by providing the Auction Agent with five (5) Business Days’ notice in partthe form of a Specified Discount Prepayment Notice; provided that (II) any such offer shall be made available, in amounts aggregating $2,500,000 or at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any greater integral multiple Class of $500,000Term Advances on an individual tranche basis, by paying (III) any such offer shall specify the aggregate principal amount offered to be prepaid together (the “Specified Discount Prepayment Amount”) with interest accrued respect to each applicable tranche, the tranche or tranches of Term Advances subject to such offer and unpaid thereon the specific percentage discount to par (the “Specified Discount”) of such Term Advances to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Advances and, in such event, each such offer will be treated as a separate offer pursuant to the date terms of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaidthis Section 2.06(c)(iii)), at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying (IV) the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment and all compensation payments pursuant to Section 3.13 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment Specified Discount Prepayment Amount shall be applied in accordance with Section 3.07(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances an aggregate amount not less than one Business Day prior to any such prepayments $10,000,000 and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed whole increments of $1,000,000 in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.excess thereof and

Voluntary Prepayments of Borrowings. (ai) Borrower Subject to clause (ii) below, the Company may, at its optionon any Business Day, prepay Borrowings consisting upon notice to the Administrative Agent provided not later than 12:00 noon (New York City time) on such Business Day, in the case of Base Rate Advances, and at least two Business Days’ notice to the Administrative Agent, in the case of Eurocurrency Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment, prepay the Advances of any Class, and if such notice is given the Company shall prepay such stated amount; provided, however, that (A) each partial prepayment shall be in an aggregate principal amount not less than the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess thereof, (B) in the case of any such prepayment of any Eurocurrency Rate Advance, the Company shall pay all accrued interest to the date of such prepayment on the portion of such Eurocurrency Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(b) and (C) without limiting the Company’s obligations under Section 9.04(b), a notice of prepayment may be conditioned on the effectiveness of other credit facilities or the availability of a source of funds for such prepayment in which case such notice may be revoked or extended by the Company (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each notice of prepayment will specify the date and amount of such prepayment and the Advances to be prepaid. (ii) In the event any Term Loan B Advances are subject to a Repricing Event prior to the six month anniversary of the Closing Date, a Term Loan B Lender whose Term Loan B Advances are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loan B Advances pursuant to Section 2.17, in connection with such Repricing Event or which holds a Term Loan B Advance the Effective Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Term Loan B Lender’s Term Loan B Advances so prepaid, repaid, assigned or repriced. (iii) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing and no proceeds of Revolving Loan Advances are applied to fund any such repayment, any Company Party may prepay the outstanding Term Advances (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or the Company or any of its Subsidiaries may purchase such outstanding Term Advances and immediately cancel them) on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Advances at a discount to par pursuant to a Company Offer of Specified Discount Prepayment, Company Solicitation of Discount Range Prepayment Offers or Company Solicitation of Discounted Prepayment Offers (any time such prepayment, the “Discounted Term Advance Prepayment”), in whole, or each case made in accordance with this ýSection 2.06(c)(iii). (B) (I) Any Company Party may from time to time offer to make a Discounted Term Advance Prepayment by providing the Auction Agent with five (5) Business Days’ notice in partthe form of a Specified Discount Prepayment Notice; provided that (II) any such offer shall be made available, in amounts aggregating $2,500,000 or at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any greater integral multiple Class of $500,000Term Advances on an individual tranche basis, by paying (III) any such offer shall specify the aggregate principal amount offered to be prepaid together (the “Specified Discount Prepayment Amount”) with interest accrued respect to each applicable tranche, the tranche or tranches of Term Advances subject to such offer and unpaid thereon the specific percentage discount to par (the “Specified Discount”) of such Term Advances to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Advances and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this ýSection 2.06(c)(iii)), (IV) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (V) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time), on the third Business Day after the date of prepaymentdelivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”). (1) Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Advances at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Advances to be prepaid at such offered discount. Those Borrowings consisting Each acceptance of Eurodollar a Discounted Term Advance Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Company Offer of Specified Discount Prepayment. (2) If there is at least one Discount Prepayment Accepting Lender, the relevant Company Party will make a prepayment of outstanding Term Advances may pursuant to this paragraph ý(B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Advances specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection ý(1) above; provided that if the aggregate principal amount of Term Advances accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Company Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Advance Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Advances to be prepaid at Borrower's optionthe Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Term Advances of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in whole, or the foregoing notices to the Company Party and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with subsection ý(F) below (subject to subsection ý(J) below). (C) (1) Any Company Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in partthe form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, in amounts aggregating $5,000,000 at the sole discretion of such Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Advances on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Advances (the “Discount Range Prepayment Amount”), the tranche or any greater integral multiple tranches of $1,000,000, by paying Term Advances subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Advances with respect to each relevant tranche of Term Advances willing to be prepaidprepaid by such Company Party (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Advances and, together in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.06(c)(iii)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by a Company Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with interest accrued a copy of such Discount Range Prepayment Notice and unpaid thereon a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time), on the third Business Day after the date of prepayment and all compensation payments pursuant to Section 3.13 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of prepayment pursuant to the first sentence any or all of this paragraph (b), the Administrative Agent shall promptly notify each Lender its then outstanding Term Advances of the contents of such notice applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender's share of ’s Term Advances (the “Submitted Amount”) such prepayment. (c) Borrower, when providing notice of prepayment pursuant Term Lender is willing to Section 3.07(b) may designate have prepaid at the Types of Advances and Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of Auction Agent by the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing Discount Range Prepayment Response Date shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not deemed to have declined to accept a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment Discounted Term Advance Prepayment of any unpaid interest before application of its Term Advances at any discount to principaltheir par value within the Discount Range.

Voluntary Prepayments of Borrowings. (a) Borrower Intermet may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 100,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at BorrowerIntermet's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 1,000,000 or any greater integral multiple of $1,000,000100,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.06(c) below. (b) Borrower Intermet shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Loans (i) prior to 12:00 noon (local time for the Administrative Agent), on the date of any prepayment of Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanEurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepaymentprepayment (provided that notices of prepayments of Swingline Loans shall only be given to the Swingline Lender). (c) BorrowerIntermet, when providing notice of prepayment pursuant to Section 3.07(b) 3.06(b), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, prepaid provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans Advances comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by Intermet, the Administrative Agent shall, subject to the foregoing, make such designation in its sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest on the Borrowings prepaid before application to principal.

Voluntary Prepayments of Borrowings. The Borrower shall not have any right to prepay any principal amount of the Advances other than as provided in this subsection (a) b). The Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances may at any time in wholeafter the Funding Date on any Business Day, or from time and upon irrevocable notice to time in partthe Administrative Agent provided not later than at least two Business Days prior to the proposed date of prepayment, in amounts aggregating $2,500,000 each case stating the proposed date and aggregate principal amount of the prepayment, prepay Advances, and if such notice is given the Borrower shall prepay such principal amount; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of not less than €10,000,000 or any greater an integral multiple of $500,000€1,000,000 in excess thereof, by paying (ii) the principal amount to be prepaid together with Borrower shall pay all accrued interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting such prepayment on the portion of Eurodollar Advances may such Eurocurrency Rate Advance being prepaid and shall be prepaid, at Borrower's option, obligated to reimburse the Lenders in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment and all compensation payments respect thereof pursuant to Section 3.13 if 9.04(b) and (iii) without limiting the Borrower’s obligations under Section 9.04(b), a notice of prepayment may be conditioned on the effectiveness of other credit facilities or the availability of a source of funds for such prepayment is made on a date other than prepayment, in which case such notice may be revoked or extended by the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c) below. Borrower (b) Borrower shall give written by notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day on or prior to any the specified effective date) if such prepayments condition is not satisfied. Each notice of prepayment will specify the date and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment amount of such Competitive Bid Loan not less than one Business Day prior prepayment and the Advances to be prepaid; and provided, further, that any prepayment of such Competitive Bid Loan. Such noticeAdvances prior to March 31, once given, 2018 shall be irrevocable. Upon receipt accompanied by a prepayment premium in an amount equal to 0.50% of such notice of prepayment pursuant the principal amount so prepaid, which shall be payable to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender for the ratable account of the contents of such notice and of such Lender's share of such prepaymentLenders. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 5,000,000 or any greater integral multiple of $500,0001,000,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's ’s option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment, provided however, prepayment and all compensation payments pursuant to Section 3.13 if such prepayment is of Eurodollar Advances may only be made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.6(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent Lender of any intended prepayment of the Revolving Loans or the Term Loan (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii1) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances, and (ii) not less than three (3) Business Days prior to any prepayment of Eurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.6(b) may shall designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; , and (ii) each prepayment made pursuant to a single Borrowing shall be applied in the case of the Revolving Loan pro rata among the Revolving Loans comprising such Borrowing. (d) In regard to any Revolving Loan, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments nothing contained herein shall be applied preclude the Borrower from prepaying said Loan and thereafter and prior to the payment Maturity Date from obtaining any additional or future Advances as a Revolving Loan under Section 2.1 above up to the Revolving Loan Commitment. In the case of the Term Loan, the foregoing provisions shall not be applicable and, in the event any unpaid interest before application prepayments are made on the Term Loan, the Borrower shall not thereafter have any right to principalreborrow said amount under the Term Loan.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 5,000,000 or any greater integral multiple of $500,0001,000,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar LIBOR Advances or BA Rate Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, set forth in this Section 4.6(a) by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.6(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Loans or Line of Credit Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances, and (ii) not less than three Business Days prior to any prepayment of LIBOR Advances or BA Rate Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.6(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar LIBOR Advances or BA Rate Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances or Money Market Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.06(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Loans or the Term Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments prepayment of Base Rate Advances and (ii) Eurodollar Advances not less than three Business Days prior to any such prepaymentprepayment of Eurodollar Advances. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan Administrative Agent of any intended prepayment of such Competitive Bid Loan the Money Market Loans not less than one (1) Business Day prior to any such prepayment of such Competitive Bid LoanMoney Market Rate Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share Pro Rata Share of such prepayment. Upon receipt of any notice of prepayment pursuant to the second sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender participating in such Money Market Loan of the contents of such notice and of such Lender's Pro Rata Share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) 4.06(b), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans or Term Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,0005,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans Advances comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loan. All voluntary prepayments shall be applied designation by Borrower, the Agent shall, subject to the payment of any unpaid interest before application foregoing, make such designation in its discretion but using reasonable efforts to principalavoid funding losses to the Lenders pursuant to Section 4.

Voluntary Prepayments of Borrowings. (a) The Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000250,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar LIBOR Advances may be prepaid, at the Borrower's ’s option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple and multiples set forth in Sections 2.02(b), 2.05(b), and 3.02(b), as applicable to the Type of $1,000,000Advance, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.06(c) below. (b) If Borrower desires to make a prepayment pursuant to Section 4.06(a), it shall give written notice (or telephonic notice confirmed in writing) to the Administrative Domestic Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances and (ii) not less than four Business Days prior to any prepayment of LIBOR Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Domestic Agent shall promptly notify each Lender whose Advance consti-tutes a portion of such Borrowing of the contents of such notice and of such Lender's ’s share of such prepayment. (c) Borrower, when providing If Borrower provides notice of prepayment pursuant to Section 3.07(b) 4.06(b), it may designate the Types of Advances and the specific Borrowing or Borrowings which that are to be prepaid, provided that (i) if any prepayment of Eurodollar LIBOR Advances of Borrower made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by the Borrower, the Domestic Agent shall, subject to the foregoing, make such designation in their sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principalprincipal and shall be applied against scheduled amortization payments in the inverse order of maturity.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 or any greater integral multiple of $500,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.06(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b3.06(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Line of Credit Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Line of Credit Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (ai) Borrower Subject to clause (ii) below, the Company may, at its optionon any Business Day, prepay Borrowings consisting upon notice to the Administrative Agent provided not later than 12:00 noon (New York City time) on such Business Day, in the case of Base Rate Advances, and at least two Business Days’ notice to the Administrative Agent, in the case of Eurocurrency Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment, prepay the Advances of any Class, and if such notice is given the Company shall prepay such stated amount; provided, however, that (A) each partial prepayment shall be in an aggregate principal amount not less than the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess thereof, (B) in the case of any such prepayment of any Eurocurrency Rate Advance, the Company shall pay all accrued interest to the date of such prepayment on the portion of such Eurocurrency Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(b) and (C) without limiting the Company’s obligations under Section 9.04(b), a notice of prepayment may be conditioned on the effectiveness of other credit facilities or the availability of a source of funds for such prepayment in which case such notice may be revoked or extended by the Company (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each notice of prepayment will specify the date and amount of such prepayment and the Advances to be prepaid. (ii) In the event any Term Loan B Advances are subject to a Repricing Event prior to the six month anniversary of the Second Amendment Effective Date, a Term Loan B Lender whose Term Loan B Advances are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loan B Advances pursuant to Section 2.17, in connection with such Repricing Event or which holds a Term Loan B Advance the Effective Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Term Loan B Lender’s Term Loan B Advances so prepaid, repaid, assigned or repriced. (iii) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing and no proceeds of Revolving Loan Advances are applied to fund any such repayment, any Company Party may prepay the outstanding Term Advances (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or the Company or any of its Subsidiaries may purchase such outstanding Term Advances and immediately cancel them) on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Advances at a discount to par pursuant to a Company Offer of Specified Discount Prepayment, Company Solicitation of Discount Range Prepayment Offers or Company Solicitation of Discounted Prepayment Offers (any time such prepayment, the “Discounted Term Advance Prepayment”), in whole, or each case made in accordance with this Section 2.06(c)(iii). (B) (I) Any Company Party may from time to time offer to make a Discounted Term Advance Prepayment by providing the Auction Agent with five (5) Business Days’ notice in partthe form of a Specified Discount Prepayment Notice; provided that (II) any such offer shall be made available, in amounts aggregating $2,500,000 or at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any greater integral multiple Class of $500,000Term Advances on an individual tranche basis, by paying (III) any such offer shall specify the aggregate principal amount offered to be prepaid together (the “Specified Discount Prepayment Amount”) with interest accrued respect to each applicable tranche, the tranche or tranches of Term Advances subject to such offer and unpaid thereon the specific percentage discount to par (the “Specified Discount”) of such Term Advances to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Advances and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.06(c)(iii)), (IV) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (V) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time), on the third Business Day after the date of prepaymentdelivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”). (1) Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Advances at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Advances to be prepaid at such offered discount. Those Borrowings consisting Each acceptance of Eurodollar a Discounted Term Advance Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Company Offer of Specified Discount Prepayment. (2) If there is at least one Discount Prepayment Accepting Lender, the relevant Company Party will make a prepayment of outstanding Term Advances may pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Advances specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (1) above; provided that if the aggregate principal amount of Term Advances accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Company Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Advance Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Advances to be prepaid at Borrower's optionthe Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Term Advances of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in whole, or the foregoing notices to the Company Party and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below). (C) (1) Any Company Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in partthe form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, in amounts aggregating $5,000,000 at the sole discretion of such Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Advances on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Advances (the “Discount Range Prepayment Amount”), the tranche or any greater integral multiple tranches of $1,000,000, by paying Term Advances subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Advances with respect to each relevant tranche of Term Advances willing to be prepaidprepaid by such Company Party (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Advances and, together in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.06(c)(iii)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by a Company Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with interest accrued a copy of such Discount Range Prepayment Notice and unpaid thereon a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time), on the third Business Day after the date of prepayment and all compensation payments pursuant to Section 3.13 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of prepayment pursuant to the first sentence any or all of this paragraph (b), the Administrative Agent shall promptly notify each Lender its then outstanding Term Advances of the contents of such notice applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender's share of ’s Term Advances (the “Submitted Amount”) such prepayment. (c) Borrower, when providing notice of prepayment pursuant Term Lender is willing to Section 3.07(b) may designate have prepaid at the Types of Advances and Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of Auction Agent by the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing Discount Range Prepayment Response Date shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not deemed to have declined to accept a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment Discounted Term Advance Prepayment of any unpaid interest before application of its Term Advances at any discount to principaltheir par value within the Discount Range.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances during any Interest Period in which the Base Rate Option has been selected at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar LIBOR Advances and Multicurrency Loans during any Interest Period in which the LIBOR Option has been selected may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 1,000,000 or any greater integral multiple of $1,000,000100,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.6(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii1) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances, (ii) not less than three (3) Business Days prior to any prepayment of LIBOR Advances, and (iii) not less than three (3) Foreign Currency Business Days prior to any prepayment of Multicurrency Loans. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice notice, including the actual date on which such prepayment shall occur, and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.6(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar LIBOR Advances made pursuant to a single Borrowing of the Revolving Loans , shall reduce the outstanding Advances made pursuant to such Borrowing or the outstanding amount of such Loan to an amount less than $1,000,0002,000,000, such Borrowing shall immediately be converted into Base Rate AdvancesAdvances or the balance of such Loan shall immediately begin accruing interest at the rate per annum determined with reference to the Base Rate, as the case may be; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 250,000 or any greater integral multiple of $500,00010,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, and multiples set forth in Section 2.01(b) by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 2.14 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c2.09(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent Lenders of any intended prepayment of the Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances and (ii) not less than three Business Days prior to any prepayment of Eurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b2.09(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (ai) Borrower The Company may, at its option, prepay Borrowings consisting of Base Rate Advances under the Revolving Credit Commitment or the Term Loans at any time in whole, or from time to time in part, part in amounts aggregating an aggregate amount of at least $2,500,000 or any greater integral multiple 1,000,000 and multiples of $500,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000100,000 thereof, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment, and, in the case of the prepayment and of Borrowings consisting of Fixed Rate Advances, all compensation payments pursuant to Section 3.13 5.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto; provided, however, that the Company may, at its -------- ------- option, prepay Borrowings under the Swingline SubFacility at any time in whole or in part, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment. Each such optional prepayment shall be applied in accordance with Section 3.07(c5.06(c) below. (bii) Borrower The Company may prepay Borrowings under the Swingline SubFacility with the proceeds of Borrowings made under the Revolving Credit Commitments pursuant to Section 5.01(a)(i) hereof to the extent the Company is permitted to make Borrowings under the Revolving Credit Commitments under the terms of this Agreement. Borrowings under the Swingline SubFacility shall automatically be prepaid each Business Day with (and to the extent of) all immediately available funds deposited into the Controlled Deposit Account the prior Business Day. (i) The Company shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Credit Loans (iother than the Swingline Loans) Base Rate Advances or the Term Loans not less than one Business Day five days prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such voluntary prepayment. Borrower Such notice shall give written notice (specify whether Revolving Credit Loans or telephonic notice confirmed in writing) Term Loans are to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such noticebe prepaid and, once given, such notice shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Agent shall promptly notify each Lender Bank of the contents of such notice and of such LenderBank's share of such prepayment. (ii) The Company shall give written notice (or telephonic notice promptly confirmed in writing) to the Swingline Lender of any intended prepayment of the Swingline Loans to be made by a Borrowing under Revolving Credit Commitments pursuant to Section 5.01(a)(i) above (other than automatic prepayments made with funds from the Controlled Disbursement Account) on or prior to the date of such voluntary prepayment. (c) BorrowerThe Company, when providing notice of prepayment pursuant to Section 3.07(b) 5.06(b)(i), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any -------- prepayment of Eurodollar Fixed Rate Advances made pursuant to a single Borrowing of the Revolving Credit Loans or Term Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing of Revolving Credit Loans or Term Loans shall be applied pro rata among the such Revolving Credit Loans and Term Loans comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loan. designation by the Company of the Types of Advances and the specific Borrowing or Borrowings to be prepaid, the Agent shall, subject to the foregoing, make such designation in its sole discretion. (d) All voluntary prepayments of Revolving Credit Loans (including Swingline Loans) or Term Loans shall be applied to the payment of any unpaid interest thereon before application to principalprincipal and, in the case of the Term Loans, shall be applied against scheduled amortization payments in the inverse order of maturity.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 100,000 or any greater integral multiple of $500,00050,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Swing Rate Advances may be prepaid at any time in whole, or from time to time in part, in amounts aggregating $50,000 or any greater integral multiple of $10,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 100,000 or any greater integral multiple of $1,000,00050,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.06(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments prepayment of Base Rate Advances and (ii) Eurodollar Advances not less than three Business Days prior to any such prepaymentprepayment of Eurodollar Advances. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan Agent of any intended prepayment of such Competitive Bid Loan the Swing Line Loans not less than one (1) Business Day prior to any such prepayment of such Competitive Bid LoanSwing Line Loans. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share Pro Rata Share of such prepayment. Upon receipt of any notice of prepayment pursuant to the second sentence of this paragraph (b), the Agent shall promptly notify each Lender participating in such Swing Line Loan of the contents of such notice and of such Lender's Pro Rata Share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) 3.06(b), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000500,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans Advances comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loan. All voluntary prepayments shall be applied designation by Borrower, the Agent shall, subject to the payment of any unpaid interest before application foregoing, make such designation in its discretion but using reasonable efforts to principalavoid funding losses to the Lenders pursuant to Section 3.

Voluntary Prepayments of Borrowings. (a) Borrower The Borrowers may, at its their option, prepay Borrowings Borrow- ings consisting of Base Rate Advances, Domestic Transaction Rate Advances and Multicurrency Transaction Rate Advances (in either case to the extent not outstanding as Fixed Rate Advances), at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 250,000 or any greater integral multiple of $500,0001000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Fixed Rate Advances may be prepaid, at the applicable Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple and multiples set forth in Sections 2.02(b), 2.05(b), 2.06(b), 3.02(b), 3.05(b), and 3.06(b), as applicable to the Type of $1,000,000Advance and the applicable Agreed Currency, by paying the - 74 - principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.06(c) below. (b) Each Borrower desiring to make a prepayment pursuant to Section 4.06(a) shall give written notice (or telephonic tele- phonic notice confirmed in writing) to the Administrative Appropriate Co-Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Base Rate Advances, Domestic Transaction Rate Advances or Multicurrency Transaction Rate Advances (to the extent outstanding as Fixed Rate Advances), and (ii) not less than three Business Days prior to any prepayment of LIBOR Advances, Domestic Bid LoanRate Advances, or Multicurrency Bid Rate Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Appropriate Co-Agent shall promptly notify each Lender whose Advance consti- tutes a portion of such Borrowing of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when Each Borrower providing notice of prepayment pursuant to Section 3.07(b4.06(b) may designate the Types of Advances and the specific Borrowing or Borrowings which that are to be prepaid, provided that PROVIDED THAT (i) if any prepayment of Eurodollar Fixed Rate Advances of such Borrower made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising com- prising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by the respective Borrower, the Co-Agents shall, subject to the forego- ing, make such designation in their sole discretion. All voluntary volun- tary prepayments shall be applied to the payment of any unpaid interest before be- fore application to principalprincipal and shall be applied against sched- uled amortization payments in the inverse order of maturity.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 250,000 or any greater integral multiple of $500,00010,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Fixed Rate Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple and multiples set forth in Section 2.01(b) with respect to the Revolving Loan Commitments and Section 3.01(b) with respect to the Line of $1,000,000Credit Loans, which shall apply also to Term Loans, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.06(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Loans, Line of Credit Loans, or Term Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments and prepayment of Base Rate Advances, (ii) Eurodollar Advances not less than two Business Days prior to any prepayment of CD Rate Advances, and (iii) not less than three Business Days prior to any such prepaymentprepayment of Eurodollar Advances. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan Lender of any intended prepayment of such the Competitive Bid Loan Loans (i) not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances, and (ii) not less than three Business Days prior to any prepayment of Eurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.06(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Fixed Rate Advances made pursuant to a single Borrowing of the Revolving Loans, Line of Credit Loans, or Term Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising com prising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings Revolving Loans consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 or any greater integral multiple of $500,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings Revolving Loans consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.06(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent Lender of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b3.06(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) that, if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the an outstanding Advances made pursuant to such Borrowing Eurodollar Advance to an amount less than $1,000,000, such Borrowing Eurodollar Advance shall immediately be converted into a Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid LoanAdvance. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower The Borrowers may, at its their option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000250,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar LIBOR Advances may be prepaid, at the applicable Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple and multiples set forth in Sections 2.02(b), 2.05(b), and 3.02(b), as applicable to the Type of $1,000,000Advance and the applicable Agreed Currency, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.06(c) below. (b) Each Borrower desiring to make a prepayment pursuant to Section 4.06(a) shall give written notice (or telephonic notice confirmed in writing) to the Administrative Appropriate Co-Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances and (ii) not less than four Business Days prior to any prepayment of LIBOR Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Appropriate Co-Agent shall promptly notify each Lender whose Advance constitutes a portion of such Borrowing of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when Each Borrower providing notice of prepayment pursuant to Section 3.07(b4.06(b) may designate the Types of Advances and the specific Borrowing or Borrowings which that are to be prepaid, provided that (i) if any prepayment of Eurodollar LIBOR Advances of such Borrower made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by the respective Borrower, the Co-Agents shall, subject to the foregoing, make such designation in their sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principalprincipal and shall be applied against scheduled amortization payments in the inverse order of maturity.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings of Swing Line Loans at any time in whole, or from time to time in part, in amounts aggregating $500,000 or any greater integral multiple of $100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Borrower may, at its option, prepay Borrowings of Revolving Loans consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater an integral multiple of $1,000,0001,000,000 (except that no partial prepayment may be made if the remaining principal amount outstanding of such Eurodollar Advance which comprises a Revolving Loan would be less than $5,000,000), by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.13. if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.7.(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent or the Swing Line Lender, as applicable, of any intended prepayment of the Revolving Loans (i) by 11:00 A.M. (local time for the Agent) on the Business Day of any prepayment of Base Rate Advances not less than one Business Day prior to any such prepayments or Offered Rate Advances and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanEurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)) with respect to any prepayment of Revolving Loans, the Administrative Agent shall promptly (and in any event by the same time on the next succeeding Business Day as such notice is received) notify each Lender of the contents of such notice and of such Lender's share Applicable Commitment Percentage of each Revolving Loan subject to such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) 4.7.(b), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,0005,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest then due and owing before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances, Swing Line Loans, Eurodollar Advances and Bid Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting , together with, in the case of Eurodollar Advances may be prepaidand Bid Rate Advances, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an the Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.06(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Loans (ix) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice prepayment in the case of prepayment of Eurodollar Advances and Bid Rate Advances and (or telephonic notice confirmed in writingy) to by 11:00 a.m. (local time for the respective Lender who made any Competitive Bid Loan Agent) on the date of prepayment of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances or Swing Line Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepaymentprepayment (provided that notices of prepayments of Bid Rate Loans shall only be given to the Lenders participating therein). (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) 3.06(b), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, prepaid provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans Advances comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by Borrower, the Agent shall, subject to the foregoing, make such designation in its sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest on the Borrowings prepaid before application to principal.

Voluntary Prepayments of Borrowings. The Borrower shall not have any right to prepay any principal amount of the Advances other than as provided in this subsection (a) b). The Borrower may, at its optionany time after the Funding Date on any Business Day, prepay Borrowings consisting and upon irrevocable notice to the Administrative Agent provided not later than 12:00 noon (New York City time) on such Business Day, in the case of Base Rate Advances Advances, and at any time least two Business Days prior to the proposed date of prepayment in whole, or from time to time in partthe case of Eurocurrency Rate Advances, in amounts aggregating $2,500,000 each case stating the proposed date and aggregate principal amount of the prepayment, prepay Advances of any Class, and if such notice is given the Borrower shall prepay such principal amount; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of not less than (A) in the case of Tranche A1 Advances, US$10,000,000 or any greater an integral multiple of $500,000US$1,000,000 in excess thereof and (B) in the case of Tranche A2 Advances and Tranche A3 Advances, by paying €10,000,000 or an integral multiple of €1,000,000 in excess thereof, (ii) in the principal amount to be prepaid together with case of any such prepayment of any Eurocurrency Rate Advance, the Borrower shall pay all accrued interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting such prepayment on the portion of Eurodollar Advances may such Eurocurrency Rate Advance being prepaid and shall be prepaid, at Borrower's option, obligated to reimburse the Lenders in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment and all compensation payments respect thereof pursuant to Section 3.13 if 9.04(b) and (iii) without limiting the Borrower’s obligations under Section 9.04(b), a notice of prepayment may be conditioned on the effectiveness of other credit facilities or the availability of a source of funds for such prepayment is made on a date other than prepayment, in which case such notice may be revoked or extended by the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c) below. Borrower (b) Borrower shall give written by notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day on or prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (ispecified effective date) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment condition is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principalsatisfied.

Voluntary Prepayments of Borrowings. (a) Borrower Intermet may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 250,000 or any greater integral multiple of $500,0001,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Euro Advances may be prepaid, at BorrowerIntermet's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000and multiples set forth in Section 2.01(b) with respect to the Revolving Loan Commitments and Section 3.01(b) with respect to the Currency Loans, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 5.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c5.06(c) below. (b) Borrower Intermet shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments prepayment of Base Rate Advances, and (ii) Eurodollar Advances not less than three Business Days prior to any such prepaymentprepayment of Eurodollar Advances. Borrower Intermet shall give written notice (or telephonic notice confirmed in writing) to the respective Currency Lender who made any Competitive Bid Loan and the Agent of any intended prepayment of such Competitive Bid Loan the Currency Loans (i) not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances, and (ii) not less than three Business Days prior to any prepayment of Eurocurrency Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Domestic Lender of the contents of such notice and of such Domestic Lender's share of such prepayment. (c) BorrowerIntermet, when providing notice of prepayment pursuant to Section 3.07(b5.06(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Euro Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by Intermet, the Agent or, with respect to the Currency Loans, the Currency Lender, shall, subject to the foregoing, make such designation in its sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principalprincipal and shall be applied against scheduled amortization payments in the inverse order of maturity.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000.00 or any greater integral multiple of $500,000100,000.00, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar LIBOR Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, set forth in this Section 4.6(a) by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.6(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances the Revolving Loans not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three two Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.6(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar LIBOR Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,0001,000,000.00, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances, Swing Line Loans, Eurodollar Advances and Bid Rate Advances at any time in whole, 28 190 or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting , together with, in the case of Eurodollar Advances may be prepaidand Bid Rate Advances, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an the Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.06(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Loans (ix) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice prepayment in the case of prepayment of Eurodollar Advances and Bid Rate Advances and (or telephonic notice confirmed in writingy) to by 11:00 a.m. (local time for the respective Lender who made any Competitive Bid Loan Agent) on the date of prepayment of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances or Swing Line Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepaymentprepayment (provided that notices of prepayments of Bid Rate Loans shall only be given to the Lenders participating therein). (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) 3.06(b), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, prepaid provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans Advances comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by Borrower, the Agent shall, subject to the foregoing, make such designation in its sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest on the Borrowings prepaid before application to principal.

Voluntary Prepayments of Borrowings. The Borrower shall not have any right to prepay any principal amount of the Advances other than as provided in this subsection (a) b). The Borrower may, at its optionany time after the Funding Date on any Business Day, prepay Borrowings consisting and upon irrevocable notice to the Administrative Agent provided not later than 12:00 noon (New York City time) on such Business Day, in the case of Base Rate Advances Advances, and at any time least two Business Days prior to the proposed date of prepayment in whole, or from time to time in partthe case of Eurocurrency Rate Advances, in amounts aggregating $2,500,000 each case stating the proposed date and aggregate principal amount of the prepayment, prepay Advances of any Class, and if such notice is given the Borrower shall prepay such principal amount; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of not less than (A) in the case of Tranche A1 Advances and Tranche A2 Advances, US$10,000,000 or any greater an integral multiple of $500,000US$1,000,000 in excess thereof and (B) in the case of Tranche A3 Advances, by paying €10,000,000 or an integral multiple of €1,000,000 in excess thereof, (ii) in the principal amount to be prepaid together with case of any such prepayment of any Eurocurrency Rate Advance, the Borrower shall pay all accrued interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting such prepayment on the portion of Eurodollar Advances may such Eurocurrency Rate Advance being prepaid and shall be prepaid, at Borrower's option, obligated to reimburse the Lenders in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment and all compensation payments respect thereof pursuant to Section 3.13 if 9.04(b) and (iii) without limiting the Borrower’s obligations under Section 9.04(b), a notice of 30 prepayment may be conditioned on the effectiveness of other credit facilities or the availability of a source of funds for such prepayment is made on a date other than prepayment, in which case such notice may be revoked or extended by the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c) below. Borrower (b) Borrower shall give written by notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day on or prior to any the specified effective date) if such prepayments and (ii) Eurodollar Advances condition is not less than three Business Days prior to any such prepaymentsatisfied. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt of such Each notice of prepayment pursuant to will specify the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents date and amount of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are Advances to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Swing Rate Advances may be prepaid at any time in whole, or from time to time in part, in amounts aggregating $100,000 or any greater integral multiple of $10,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.06(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances the Revolving Loans not less than three Business Days prior to any such prepaymentprepayment of Base Rate Advances or Eurodollar Advances. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan Agent of any intended prepayment of such Competitive Bid Loan the Swing Line Loans not less than one (1) Business Day prior to any such prepayment of such Competitive Bid LoanSwing Line Loans. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share Pro Rata Share of such prepayment. Upon receipt of any notice of prepayment pursuant to the second sentence of this paragraph (b), the Agent shall promptly notify each Lender participating in such Swing Line Loan of the contents of such notice and of such Lender's Pro Rata Share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) 3.06(b), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,0005,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans Advances comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loan. All voluntary prepayments shall be applied designation by Borrower, the Agent shall, subject to the payment of any unpaid interest before application foregoing, make such designation in its discretion but using reasonable efforts to principalavoid funding losses to the Lenders pursuant to Section 3.

Voluntary Prepayments of Borrowings. (a) With the consent of the Lender, Borrower may prepay Competitive Bid Revolving Loans on such terms as are mutually agreed to by the Lender and the Borrower. Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000and multiples set forth in SECTION 2.1(b) with respect to the Revolving Loan Commitments, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 SECTION 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(cSECTION 3.6(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Loans prior to 11:00 A.M. (Florida time) (i) Base Rate Advances not less than one the same Business Day prior to of any such prepayments prepayment of Base Rate Advances, and (ii) Eurodollar Advances not less than three Business Days prior to any such prepaymentprepayment of Eurodollar Advances. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.any

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,0001,000,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent Lender of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b3.06(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Term Credit Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) The Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances Loans at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 100,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepaymentprepaid. Those Borrowings consisting of Eurodollar Advances LIBOR Loans may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 1,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 2.17 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c) below2.11(c). (b) The Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Loans (i) no later than by 10-00 A.M. (local time for the Agent) on the day of any prepayment of Base Rate Advances not less than one Business Day prior to any such prepayments Loans, and (ii) Eurodollar Advances not less than three two (2) Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanLIBOR Loans. Such notice, once given, shall be irrevocableirrevocable by the Borrower. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph Section 2.1 1 (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share Pro Rata Share of such prepayment, if any. (c) The Borrower, when providing notice of prepayment pursuant to Section 3.07(b) 2.11 (b), may designate the Types types of Advances Loans and the specific Borrowing or Borrowings which that are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances LIBOR Loans made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances Loans made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant Loans. In the absence of a designation by the Borrower, the Agent shall, subject to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowingforegoing, if apply such prepayment is not a prepayment of a Competitive Bid Loanfirst to Base Rate Loans and then to LIBOR Loans as Interest Periods expire with respect thereto. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principalprincipal and shall be applied against scheduled amortization payments in the inverse order of maturity.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 250,000 or any greater integral multiple of $500,00010,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple and multiples set forth in Section 2.01(b) with respect to the Revolving Loans and Section 3.01(b) with respect to the Line of $1,000,000Credit Loans, which shall apply also to Term Loans, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.06(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Loans, Line of Credit Loans, or Term Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments prepayment of Base Rate Advances and (ii) Eurodollar Advances not less than three Business Days prior to any such prepaymentprepayment of Eurodollar Advances. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.06(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans, Line of Credit Loans, or Term Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower Interface may, at its option, prepay Borrowings consisting of Base Rate Advances Advances, at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 250,000 or any greater integral multiple of $500,0001000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Fixed Rate Advances may be prepaid, at BorrowerInterface's option, in whole, or from time to time in part, in the - 26 - respective minimum amounts aggregating $5,000,000 or any greater integral multiple and multiples set forth in Section 2.01(b), as applicable to the Type of $1,000,000Advance, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.06(c) below. (b) Borrower Interface shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of pursuant to Section 3.06(a), (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances, (ii) not less than two Business Days prior to any prepayment of CD Rate Advances, and (iii) not less than three Business Days prior to any prepayment of Eurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Agent shall promptly notify each Lender whose Advance constitutes a portion of such Borrowing of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) Interface may designate the Types of Advances and the specific Borrowing or Borrowings which that are to be prepaidprepaid as part of any prepayment pursuant to Section 3.06(b), provided that (i) if any prepayment of Eurodollar Fixed Rate Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Term Loans comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by Interface, the Administrative Agent shall, subject to the foregoing, make such designation in its sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principalprincipal and shall be applied against scheduled amortization payments in the inverse order of maturity.

Voluntary Prepayments of Borrowings. (a) With the consent of the Lender, Borrower may prepay Competitive Bid Revolving Loans on such terms as are mutually agreed to by the Lender and the Borrower. Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000and multiples set forth in Section 2.1(b) with respect to the Revolving Loan Commitments, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.6(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the (i) Base Rate Advances not less than one the same Business Day prior to of any such prepayments prepayment of Base Rate Advances, and (ii) Eurodollar Advances not less than three Business Days prior to any such prepaymentprepayment of Eurodollar Advances. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan Lender of any intended prepayment of such the Competitive Bid Loan Loans (i) not less than one the same Business Day of any prepayment of Base Rate Advances, and (ii) not less than three Business Days prior to any prepayment of such Competitive Bid LoanEurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.6(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Syndicate Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Borrowing of Competitive Bid LoanRevolving Loans. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (ai) Borrower Subject to clause (ii) below, the Company may, at its optionon any Business Day, prepay Borrowings consisting upon notice to the applicable Agent provided not later than 12:00 noon (New York City time) on such Business Day, in the case of Base Rate Advances, and at least two Business Days’ notice to the applicable Agent, in the case of Eurocurrency Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment, prepay the Advances of any Class, and if such notice is given the Company shall prepay such stated amount; provided, however, that (A) each partial prepayment shall be in an aggregate principal amount not less than the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess thereof, (B) in the case of any such prepayment of any Eurocurrency Rate Advance, the Company shall pay all accrued interest to the date of such prepayment on the portion of such Eurocurrency Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(b) and (C) without limiting the Company’s obligations under Section 9.04(b), a notice of prepayment may be conditioned on the effectiveness of other credit facilities or the availability of a source of funds for such prepayment in which case such notice may be revoked or extended by the Company (by notice to the applicable Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each notice of prepayment will specify the date and amount of such prepayment and the Advances to be prepaid. (ii) In the event any Term Loan B Advances are subject to a Repricing Event prior to the twelve month anniversary of the Closing Date, a Term Loan B Lender whose Term Loan B Advances are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loan B Advances pursuant to Section 2.17, in connection with such Repricing Event or which holds a Term Loan B Advance the Effective Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Term Loan B Lender’s Term Loan B Advances so prepaid, repaid, assigned or repriced. (iii) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing and no proceeds of Revolving Loan Advances are applied to fund any such repayment, any Company Party may prepay the outstanding Term Advances (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or the Company or any of its Subsidiaries may purchase such outstanding Term Advances and immediately cancel them) on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Advances at a discount to par pursuant to a Company Offer of Specified Discount Prepayment, Company Solicitation of Discount Range Prepayment Offers or Company Solicitation of Discounted Prepayment Offers (any time such prepayment, the “Discounted Term Advance Prepayment”), in whole, or each case made in accordance with this Section 2.06(c)(iii). (B) (I) Any Company Party may from time to time offer to make a Discounted Term Advance Prepayment by providing the Auction Agent with five (5) Business Days’ notice in partthe form of a Specified Discount Prepayment Notice; provided that (II) any such offer shall be made available, in amounts aggregating $2,500,000 or at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any greater integral multiple Class of $500,000Term Advances on an individual tranche basis, by paying (III) any such offer shall specify the aggregate principal amount offered to be prepaid together (the “Specified Discount Prepayment Amount”) with interest accrued respect to each applicable tranche, the tranche or tranches of Term Advances subject to such offer and unpaid thereon the specific percentage discount to par (the “Specified Discount”) of such Term Advances to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Advances and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.06(c)(iii)), (IV) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (V) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time), on the third Business Day after the date of prepaymentdelivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”). (1) Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Advances at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Advances to be prepaid at such offered discount. Those Borrowings consisting Each acceptance of Eurodollar a Discounted Term Advance Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Company Offer of Specified Discount Prepayment. (2) If there is at least one Discount Prepayment Accepting Lender, the relevant Company Party will make a prepayment of outstanding Term Advances may pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Advances specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (1) above; provided that if the aggregate principal amount of Term Advances accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Company Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Advance Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Advances to be prepaid at Borrower's optionthe Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Term Advances of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in whole, or the foregoing notices to the Company Party and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below). (C) (1) Any Company Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in partthe form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, in amounts aggregating $5,000,000 at the sole discretion of such Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Advances on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Advances (the “Discount Range Prepayment Amount”), the tranche or any greater integral multiple tranches of $1,000,000, by paying Term Advances subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Advances with respect to each relevant tranche of Term Advances willing to be prepaidprepaid by such Company Party (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Advances and, together in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.06(c)(iii)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by a Company Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with interest accrued a copy of such Discount Range Prepayment Notice and unpaid thereon a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time), on the third Business Day after the date of prepayment and all compensation payments pursuant to Section 3.13 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of prepayment pursuant to the first sentence any or all of this paragraph (b), the Administrative Agent shall promptly notify each Lender its then outstanding Term Advances of the contents of such notice applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender's share of ’s Term Advances (the “Submitted Amount”) such prepayment. (c) Borrower, when providing notice of prepayment pursuant Term Lender is willing to Section 3.07(b) may designate have prepaid at the Types of Advances and Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of Auction Agent by the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing Discount Range Prepayment Response Date shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not deemed to have declined to accept a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment Discounted Term Advance Prepayment of any unpaid interest before application of its Term Advances at any discount to principaltheir par value within the Discount Range.

Voluntary Prepayments of Borrowings. (a) Borrower Intermet may, at its option, prepay Borrowings consisting of Base Rate Advances, Bid Rate Advances and Overnight Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 250,000 or any greater integral multiple of $500,0001,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment, together with, in the case of Bid Rate Advances, all compensation payments pursuant to Section 3.12 if such prepayment is made on a date other ------------ than the last day of the Interest Period applicable thereto. Those Borrowings consisting of Eurodollar Advances may be prepaid, at BorrowerIntermet's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 1,000,000 or any greater integral multiple of $1,000,000100,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 3.12 if such ------------ prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c------- 3.06(c) below.. ------- (b) Borrower Intermet shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Loans (i) prior to 12:00 Noon (local time for the Agent), on the date of any prepayment of Base Rate Advances, Overnight Rate Advances not less than one Business Day prior to any such prepayments and Bid Rate Advances and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanEurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepaymentprepayment (provided that notices of prepayments of Bid Rate Loans shall only be given to the Lenders participating therein). (c) BorrowerIntermet, when providing notice of prepayment pursuant to Section 3.07(b) ------- 3.06(b), may designate the Types of Advances and the specific Borrowing or ------- Borrowings which are to be prepaid, prepaid provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans Advances comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by Intermet, the Agent shall, subject to the foregoing, make such designation in its sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest on the Borrowings prepaid before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 5,000,000 or any greater integral multiple of $500,0001,000,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's ’s option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment, provided however, prepayment and all compensation payments pursuant to Section 3.13 if such prepayment is of Eurodollar Advances may only be made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.6(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent Lender of any intended prepayment of the Revolving Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii1) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances, and (ii) not less than three (3) Business Days prior to any prepayment of Eurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.6(b) may shall designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; , and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing. (d) In regard to any Revolving Loan, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments nothing contained herein shall be applied preclude the Borrower from prepaying said Loan and thereafter and prior to the payment of Maturity Date from obtaining any unpaid interest before application additional or future Advances as a Revolving Loan under Section 2.1 above up to principalthe Revolving Loan Commitment.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar LIBOR Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, set forth in this Section 4.6(a) by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.6(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Loans or Line of Credit Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances, and (ii) not less than three Business Days prior to any prepayment of LIBOR Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.6(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar LIBOR Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 5,000,000 or any greater integral multiple of $500,0001,000,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment, provided however, prepayment and all compensation payments pursuant to Section 3.13 if such prepayment is of Eurodollar Advances may only be made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.6(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent Lender of any intended prepayment of the Revolving Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii1) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances, and (ii) not less than three (3) Business Days prior to any prepayment of Eurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.6(b) may shall designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; , and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing. (d) In regard to any Revolving Loan, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments nothing contained herein shall be applied preclude the Borrower from prepaying said Loan and thereafter and prior to the payment of Maturity Date from obtaining any unpaid interest before application additional or future Advances as a Revolving Loan under Section 2.1 above up to principalthe Revolving Loan Commitment.

Voluntary Prepayments of Borrowings. (a) The Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances, and Transaction Rate Advances (to the extent not outstanding as Fixed Rate Advances), at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 250,000 or any greater integral multiple of $500,0001000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater 500,000 and in integral multiple multiples of $1,000,000100,000, and those Borrowings consisting of other types of Fixed Rate Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amount aggregating and in integral multiples equal to the minimum borrowing amount for such Advances, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.06(c) below. (b) Borrower desiring to make a prepayment pursuant to Section 3.06(a) shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances, or Transaction Rate Advances (to the extent outstanding as Fixed Rate Advances), (ii) not less than two Business Days prior to any prepayment of Euro Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when Borrower in providing notice of prepayment pursuant to Section 3.07(b3.06(b) may designate the Types of Advances and the specific Borrowing or Borrowings which that are to be prepaid, provided PROVIDED that (i) if any prepayment of Eurodollar Advances of Borrower made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; (ii) no partial prepayment of any other Fixed Rate Advance shall be allowed if it shall reduce such an Advance to an amount less than the minimum borrowing amount for such Type of Advance; and (iiiii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by Xxxxxxxx, the Agent shall, subject to the foregoing, make such designation in their sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principalprincipal and shall be applied against scheduled amortization payments in the inverse order of maturity.

Voluntary Prepayments of Borrowings. (a) Borrower The Borrowers may, at its their option, prepay Borrowings consisting of Base Rate Advances, and Domestic Transaction Rate Advances and Multicurrency Transaction Rate Advances (in either case to the extent not outstanding as Fixed Rate Advances), at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 250,000 or any greater integral multiple of $500,0001000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Fixed Rate Advances may be prepaid, at the applicable Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple and multiples set forth in Sections 2.01(b), 3.02(b), 3.05(b), 3.06(b), 4.02(b), 4.05(b), and 4.06(b), as applicable to the Type of $1,000,000Advance, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 5.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c5.06(c) below. (b) Each Borrower desiring to make a prepayment pursuant to Section 5.06(a) shall give written notice (or telephonic tele- phonic notice confirmed in writing) to the Administrative Appropriate Co-Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Base Rate Advances, or Domestic Transaction Rate Advances or Multicurrency Transaction Rate Advances (to the extent outstanding as Fixed Rate Advances), (ii) not less than two Business Days prior to any prepayment of CD Rate Advances, and (iii) not less than three Business Days prior to any prepayment of Euro Advances, Domestic Bid LoanRate Advances, or Multicurrency Bid Rate Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Appropriate Co-Agent shall promptly notify each Lender whose Advance constitutes a portion of such Borrowing of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when Each Borrower providing notice of prepayment pursuant to Section 3.07(b5.06(b) may designate the Types of Advances and the specific Borrowing or Borrowings which that are to be prepaid, provided that (i) if any prepayment of Eurodollar Fixed Rate Advances of such Borrower made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising com- prising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by the respective Borrower, the Co-Agents shall, subject to the forego- ing, make such designation in their sole discretion. All voluntary volun- tary prepayments shall be applied to the payment of any unpaid interest before be- fore application to principalprincipal and shall be applied against sched- uled amortization payments in the inverse order of maturity.

Voluntary Prepayments of Borrowings. (a) The Domestic Borrower and the Additional Domestic Borrower may, at its their option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000250,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar LIBOR Advances may be prepaid, at the applicable Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple and multiples set forth in Sections 2.02(b), 2.05(b), and 3.02(b), as applicable to the Type of $1,000,000Advance and the applicable Agreed Currency, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.06(c) below. (b) Each Borrower desiring to make a prepayment pursuant to Section 4.06(a) shall give written notice (or telephonic notice confirmed in writing) to the Administrative Appropriate Co-Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances and (ii) not less than four Business Days prior to any prepayment of LIBOR Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Appropriate Co-Agent shall promptly notify each Lender whose Advance constitutes a portion of such Borrowing of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when Each Borrower providing notice of prepayment pursuant to Section 3.07(b4.06(b) may designate the Types of Advances and the specific Borrowing or Borrowings which that are to be prepaid, provided that (i) if any prepayment of Eurodollar LIBOR Advances of such Borrower made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by the respective Borrower, the Co-Agents shall, subject to the foregoing, make such designation in their sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principalprincipal and shall be applied against scheduled amortization payments in the inverse order of maturity.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 500,000 or any greater integral multiple of $500,00050,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 1,500,000 or any greater integral multiple of $1,000,000250,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.06(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Loans (i) by 11:00 A.M. (local time for the Agent) on the Business Day of any prepayment of Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanEurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly (and in any event by the same time on the next succeeding Business Day as such notice is received) notify each Lender of the contents of such notice and of such Lender's share Pro Rata Share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) 3.06(b), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,0001,500,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by Borrower, the Agent shall, subject to the foregoing, make such designation in its discretion but using reasonable efforts to avoid funding losses to the Lenders pursuant to Section 3.12 subject to the last sentence of Section 3.15. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 100,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar LIBOR Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in the respective minimum amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, set forth in this Section by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment prepayment, and all compensation payments pursuant to Section 3.13 4.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.6(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances, and (ii) not less than three Business Days prior to any prepayment of LIBOR Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.6(a) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar LIBOR Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000500,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment of any unpaid interest before application to principal.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 500,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 500,000 or any greater integral multiple of $1,000,000100,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment and all compensation payments pursuant to Section 3.13 prepayment, if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. No Eurodollar Advance may be prepaid prior to the end of the Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c4.6(c) and (d) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of the Revolving Loans or Term Loans (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii1) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBase Rate Advances, and (ii) not less than three (3) Business Days prior to any prepayment of Eurodollar Advances. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b), the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepayment. (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b4.6(b) may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans or Term Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000250,000.00, such Borrowing shall immediately be converted into Base Rate Advances; , and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not a prepayment of a Competitive Bid Loan. . (d) All voluntary prepayments shall be applied first to the payment of any unpaid interest before application to principal. Payments applied to principal on Term Loans shall be applied pro-rata to the reduction of the remaining scheduled principal payments on the Term Loan. (e) In regard to any Revolving Loan, nothing contained herein shall preclude the Borrower from prepaying said Loan and thereafter and prior to the Maturity Date from obtaining any additional or future Advances as a Revolving Loan under Section 2.1 above up to the Total Revolving Loan Commitment.

Voluntary Prepayments of Borrowings. (a) Borrower may, at its option, prepay Borrowings consisting of Base Borrowings, other than Bid Rate Advances Loans, at any time in whole, or from time to time in part, in amounts aggregating $2,500,000 1,000,000 or any greater integral multiple of $500,000100,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting , together with, in the case of Eurodollar Advances may be prepaidand Bid Rate Advances, at Borrower's option, in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment and all compensation payments pursuant to Section 3.13 3.11 if such prepayment is made on a date other than the last day of an the Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c3.05(c) below. Bid Rate Loans may not be prepaid by Borrower without the written concurrence of the Lender holding the Bid Rate Loan sought to be prepaid. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances the Loans not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three two Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid LoanBorrowings. Such notice, once given, shall be irrevocable. Upon receipt of such notice of prepayment pursuant to the first sentence of this paragraph (b)prepayment, the Administrative Agent shall promptly notify each Lender of the contents of such notice and of such Lender's share of such prepaymentprepayment (provided that notices of prepayments of Bid Rate Loans shall only be given to the Lenders participating therein). (c) Borrower, when providing notice of prepayment pursuant to Section 3.07(b) 3.05(b), may designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, prepaid provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Revolving Loans Advances comprising such Borrowing, if such prepayment is not a prepayment . In the absence of a Competitive Bid Loandesignation by Borrower, the Administrative Agent shall, subject to the foregoing, make such designation in its sole discretion. All voluntary prepayments shall be applied to the payment of any unpaid interest on the Borrowings prepaid before application to principal.

Voluntary Prepayments of Borrowings. (ai) Borrower Subject to clause (ii) below, the Company may, at its optionon any Business Day, prepay Borrowings consisting upon notice to the applicable Agent provided not later than 12:00 noon (New York City time) on such Business Day, in the case of Base Rate Advances, and at least two Business Days’ notice to the applicable Agent, in the case of Eurocurrency Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment, prepay the Advances of any Class, and if such notice is given the Company shall prepay such stated amount; provided, however, that (A) each partial prepayment shall be in an aggregate principal amount not less than the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess thereof, (B) in the case of any such prepayment of any Eurocurrency Rate Advance, the Company shall pay all accrued interest to the date of such prepayment on the portion of such Eurocurrency Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(b) and (C) without limiting the Company’s obligations under Section 9.04(b), a notice of prepayment may be conditioned on the effectiveness of other credit facilities or the availability of a source of funds for such prepayment in which case such notice may be revoked or extended by the Company (by notice to the applicable Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each notice of prepayment will specify the date and amount of such prepayment and the Advances to be prepaid. (ii) In the event any Term Loan B Advances are subject to a Repricing Event prior to the twelvesix month anniversary of the ClosingFirst Amendment Effective Date, a Term Loan B Lender whose Term Loan B Advances are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loan B Advances pursuant to ýSection 2.17, in connection with such Repricing Event or which holds a Term Loan B Advance the Effective Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Term Loan B Lender’s Term Loan B Advances so prepaid, repaid, assigned or repriced. (iii) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing and no proceeds of Revolving Loan Advances are applied to fund any such repayment, any Company Party may prepay the outstanding Term Advances (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or the Company or any of its Subsidiaries may purchase such outstanding Term Advances and immediately cancel them) on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Advances at a discount to par pursuant to a Company Offer of Specified Discount Prepayment, Company Solicitation of Discount Range Prepayment Offers or Company Solicitation of Discounted Prepayment Offers (any time such prepayment, the “Discounted Term Advance Prepayment”), in whole, or each case made in accordance with this ýSection 2.06(c)(iii). (B) (I) Any Company Party may from time to time offer to make a Discounted Term Advance Prepayment by providing the Auction Agent with five (5) Business Days’ notice in partthe form of a Specified Discount Prepayment Notice; provided that (II) any such offer shall be made available, in amounts aggregating $2,500,000 or at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any greater integral multiple Class of $500,000Term Advances on an individual tranche basis, by paying (III) any such offer shall specify the aggregate principal amount offered to be prepaid together (the “Specified Discount Prepayment Amount”) with interest accrued respect to each applicable tranche, the tranche or tranches of Term Advances subject to such offer and unpaid thereon the specific percentage discount to par (the “Specified Discount”) of such Term Advances to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Advances and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this ýSection 2.06(c)(iii)), (IV) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (V) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time), on the third Business Day after the date of prepaymentdelivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”). (1) Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Advances at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Advances to be prepaid at such offered discount. Those Borrowings consisting Each acceptance of Eurodollar a Discounted Term Advance Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Company Offer of Specified Discount Prepayment. (2) If there is at least one Discount Prepayment Accepting Lender, the relevant Company Party will make a prepayment of outstanding Term Advances may pursuant to this paragraph ý(B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Advances specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection ý(1) above; provided that if the aggregate principal amount of Term Advances accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Company Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Advance Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Advances to be prepaid at Borrower's optionthe Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Term Advances of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in whole, or the foregoing notices to the Company Party and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with subsection ý(F) below (subject to subsection ý(J) below). (C) (1) Any Company Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in partthe form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, in amounts aggregating $5,000,000 at the sole discretion of such Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Advances on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Advances (the “Discount Range Prepayment Amount”), the tranche or any greater integral multiple tranches of $1,000,000, by paying Term Advances subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Advances with respect to each relevant tranche of Term Advances willing to be prepaidprepaid by such Company Party (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Advances and, together in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.06(c)(iii)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by a Company Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with interest accrued a copy of such Discount Range Prepayment Notice and unpaid thereon a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time), on the third Business Day after the date of prepayment and all compensation payments pursuant to Section 3.13 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 3.07(c) below. (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Administrative Agent of any intended prepayment of (i) Base Rate Advances not less than one Business Day prior to any such prepayments and (ii) Eurodollar Advances not less than three Business Days prior to any such prepayment. Borrower shall give written notice (or telephonic notice confirmed in writing) to the respective Lender who made any Competitive Bid Loan of any intended prepayment of such Competitive Bid Loan not less than one Business Day prior to any prepayment of such Competitive Bid Loan. Such notice, once given, shall be irrevocable. Upon receipt delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of prepayment pursuant to the first sentence any or all of this paragraph (b), the Administrative Agent shall promptly notify each Lender its then outstanding Term Advances of the contents of such notice applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender's share of ’s Term Advances (the “Submitted Amount”) such prepayment. (c) Borrower, when providing notice of prepayment pursuant Term Lender is willing to Section 3.07(b) may designate have prepaid at the Types of Advances and Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of Auction Agent by the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances; and (ii) each prepayment made pursuant to a single Borrowing Discount Range Prepayment Response Date shall be applied pro rata among the Revolving Loans comprising such Borrowing, if such prepayment is not deemed to have declined to accept a prepayment of a Competitive Bid Loan. All voluntary prepayments shall be applied to the payment Discounted Term Advance Prepayment of any unpaid interest before application of its Term Advances at any discount to principaltheir par value within the Discount Range.