Common use of Prepayment of Loans Clause in Contracts

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions of this Section 2.08(a). The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (d) of this Section 2.08(aand, if applicable, payment of any break funding expenses under Section 2.16. (b) In the event and on such occasion that the Aggregate Revolving Exposure exceeds the aggregate Revolving Commitments, the Borrowers shall prepay the Revolving Loans, and/or LC Exposure (or, if no such Borrowings are outstanding, deposit cash collateral in the LC Collateral Account in an aggregate amount equal to such excess, in accordance with Section 2.06(j). ). (i) All prepayments made pursuant to Section 2.11(a) shall be applied (A) if made with respect to the Converted Term Loans to reduce the subsequent scheduled repayments of Converted Term Loans to be made pursuant to Section 2.10 in inverse order of maturity or (B) if made with respect to the Revolving Loans, to prepay such Loans in accordance with the Lenders’ respective Applicable Percentages without a corresponding reduction in the Revolving Commitments and to cash collateralize outstanding LC Exposure (d) The Applicable Borrower Representative shall notify the Administrative Agent by telephone (confirmed by telecopyfax or e-mail) or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder under this Section: (i) in the case of prepayment of (1) a Eurocurrency Term Benchmark Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of prepayment or (2) an RFR Revolving Borrowing, not later than 11:00 a.m., New York City time, three five (35) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing or Converted Term Loan shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied included in accordance with Section 2.08(c)the prepaid Borrowings. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.13 and (ii) break funding payments pursuant to Section 2.132.16. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Upon prior notice in accordance with paragraph (c) of this Section, the Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty (but subject to Section 2.16). Prepayments made pursuant to this Section 2.11(a), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements, second, shall be applied ratably to the outstanding Tranche A Loans, and third, shall be applied ratably to the outstanding Tranche A-1 Loans. (b) Except for Protective Advances permitted under Section 2.04, in the event and on each Business Day on which the total Revolving Exposure exceeds the lesser of (i) the premium set forth in Section 2.09(b), Aggregate Commitments and (ii) the break funding payments Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base), the Borrower shall prepay the Revolving Loans or Swingline Loans and/or reduce LC Exposure, in an aggregate amount equal to such excess by taking any of the following actions as it shall determine at its sole discretion: (1) prepayment of Revolving Loans or Swingline Loans or (2) deposit of cash in the LC Collateral Account. Each prepayment of Revolving Loans under this paragraph (b) shall be applied to Tranche A Loans, and upon payment of Tranche A Loans in full, to Tranche A-1 Loans; provided, that if the circumstances described in this clause (b) are the result of the imposition of or increase in a Reserve, the Borrower shall not be required by Section 2.13 and to make the initial prepayment or deposit until the third Business Day following the date on which either Agent notifies the Borrower of such imposition or increase. (iiic) prior notice in accordance with the provisions of this Section 2.08(a). The Applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyfacsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency LIBO Rate Borrowing, not later than 11:00 a.m.1:30 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:30 p.m., New York City time, one on the day of prepayment, or (1iii) Business Day before in the case of prepayment of a Swingline Loan, not later than 1:30 p.m., New York City time, on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing pursuant to this Section shall be applied as directed by provided in paragraph (a) of this Section; provided, however, that the Applicable Borrower and each mandatory prepayment may prepay the Tranche A-1 Loans as required upon any reduction or termination of a Term Loan Borrowing shall be applied the Tranche A-1 Commitments in accordance with Section 2.08(c)2.09. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (bd) Notwithstanding the provisions of Section 2.11(a) which permit voluntary prepayments of the Revolving Loans, except as provided in Section 2.11(e), only if all Tranche A Loans are repaid in full may the Borrower prepay amounts owed with respect to the Tranche A-1 Loans; provided, however, that any such prepayment shall not reduce or terminate the Tranche A-1 Commitments. In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Eventaddition, the Borrower and may also repay the Tranche A-1 Loans as required upon any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay reduction or termination of the Obligations as set forth Tranche A-1 Commitments in accordance with Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that:2.09. (1e) At the Borrowertime of the delivery of each Borrowing Base Certificate, unless the conditions precedent to the making of any Additional Borrower Tranche A Loan have not been satisfied or any New Notes Issuer may use a portion of such Net Proceeds Liquidation has commenced, a Tranche A Loan shall be made by the Tranche A Lenders to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, repay Tranche A-1 Loans to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with that the Obligations hereunder, any Alternative Tranche A-1 Loans exceed Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, Availability as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified reflected in such certificate), within 365 days after receipt of Borrowing Base Certificate. Any such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to Tranche A Loan shall initially be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orABR Borrowing.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions of this Section 2.08(a)2.11. Each optional prepayment of the Loans shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. The Applicable Borrower shall notify the Administrative Agent by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events transactions specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfied). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.13 and (ii) break funding payments pursuant to Section 2.132.16. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (c) of this Section 2.08(a). Section. (b) Prior to any optional prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (c) of this Section. (c) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed a fax notice signed by telecopy) a Financial Officer on behalf of the Borrower of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency LIBOR Borrowing, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, three (3) Business Days before the date of such prepayment (or such later time or, in the case of a prepayment under paragraph (b) above, as approved by the Administrative Agentsoon thereafter as practicable) or and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, a notice of optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified thereinfacilities, in which case such notice may be revoked or extended by the Applicable Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied or the effectiveness of such other credit facilities is delayed. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower Loans included in the prepaid Borrowing and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding scheduled payments of principal pursuant to Section 2.132.10(a) as contemplated thereby. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (subject to (i) the premium set forth in requirements of Section 2.09(b2.13), (ii) the break funding payments required by Section 2.13 and (iii) subject to prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or delivery of written notice) or telecopy of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.6, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.6. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.2. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment Loans of a Term Loan Borrowing shall be applied the Lenders in accordance with Section 2.08(c)their respective Applicable Percentages. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to any costs incurred as contemplated by Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (subject to (i) the premium set forth in requirements of Section 2.09(b2.13), (ii) the break funding payments required by Section 2.13 and (iii) subject to prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or delivery of written notice) or telecopy of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment Loans of a Term Loan Borrowing shall be applied the Lenders in accordance with Section 2.08(c)their respective Applicable Percentages. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to any costs incurred as contemplated by Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with Section 2.10(b). (b) If the provisions sum of this the Sterling Equivalent of the total Credit Exposure exceeds the total Commitments at any time, Borrower shall prepay, or cause to be prepaid, any Loans outstanding in an aggregate principal amount equal to such excess which payment shall be made to the Administrative Agent for the ratable benefit of each Lender within ten (10) days of Borrower receiving notice from Administrative Agent that such payment is due; provided that, if after prepaying all of such Loans the Sterling Equivalent of the total Credit Exposure continues to exceed the total Commitments, Borrower shall deposit cash collateral with the Administrative Agent in the amount of such excess and in the manner set forth in Section 2.08(a). The Applicable 2.4(i) except such deposit will be made within five (5) days after Xxxxxxxx’s receipt of notice from the Administrative Agent that Borrower is required to make such deposit. (c) Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) RFR Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.8, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.8. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.2. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing Loan in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone telephone, facsimile or electronic mail (and, in the case of telephonic notice, promptly confirmed by telecopyhand delivery, facsimile or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time shorter notice as approved by may be satisfactory to the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time shorter notice as approved by may be satisfactory to the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities or one or more other events specified thereinan event, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued and unpaid interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (e) of this Section 2.08(a2.11 and, if applicable, payment of any break funding expenses under Section 2.16; provided that each prepayment shall be in an aggregate amount that is (x) an integral multiple of $250,000 and not less than $500,000 or (y) such lesser amount constituting the entire outstanding amount of such Borrowing. In the absence of such direction by the Borrower, voluntary prepayments shall be applied first, to any outstanding ABR Loans until such ABR Loans are repaid in full, and then, to any outstanding Eurodollar Loans (in each case, in direct order of maturity). . (b) The Applicable Borrower shall notify the Administrative Agent in writing or by telephone (confirmed by telecopyfax) or through Electronic Systems, if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) proposed prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)proposed prepayment. Each such telephone and written notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that such is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09 or is otherwise conditioned upon the effectiveness consummation of other credit facilities or one or more other events specified thereina transaction, in which case then such notice of prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective dateextended) if such condition notice of termination is revoked or extended in accordance with Section 2.09 or such transaction does not satisfiedoccur. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued but unpaid interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (c) of this Section 2.08(aand, if applicable, payment of any break funding expenses under Section 2.16. (b) In the event and on such occasion that the Aggregate Revolving Exposure exceeds the aggregate Revolving Commitments, the Borrower shall prepay the Revolving Loans, and/or LC Exposure (or, if no such Borrowings are outstanding, deposit cash collateral in the LC Collateral Account in an aggregate amount equal to such excess, in accordance with Section 2.06(j). ). (c) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfax) or through an Electronic System, if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder under this Section: (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City Eastern time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR a CBFR Borrowing, not later than 11:00 a.m., New York City Eastern time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.13 and (ii) break funding payments pursuant to Section 2.132.16. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 2.15 and (iii) subject to prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopya notice which must be in a form acceptable to the Administrative Agent) of any prepayment hereunder (iA) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., 12:00 noon (New York City time), three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (iiB) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., 1:00 p.m. (New York City time), one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to Section 3.04 (ibut otherwise without premium or penalty) and the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions requirements of this Section 2.08(a). Section. (b) The Applicable Borrower Company shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Term SOFR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one on the date of such prepayment and (1iii) in the case of a Daily Simple SOFR Borrowing (if applicable pursuant to Section 3.02), not later than 12:00 noon, New York City time, three Business Day Days before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable irrevocable, shall be submitted by email (in .pdf or .tif format) and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more the completion of other events specified thereintransactions, in which case such notice may be revoked or extended by the Applicable Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied or the satisfaction of such condition is delayed. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orprepaid.

Prepayment of Loans. (a) The Applicable Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (c) of this Section. In the event and on such occasion that (i) the premium set forth in Section 2.09(b)total Revolving Exposures exceeds the total Revolving Commitments, (ii) the break funding payments required by Section 2.13 and total Credit Exposures of any other Class exceeds the total Commitments of such Class or (iii) prior the Aggregate Credit Exposure exceeds the lesser of (A) the sum of (1) the Borrowing Base then in effect and (2) the Protective Advance Exposures and (B) the Aggregate Commitments then in effect, the Company shall, on the third Business Day after notice thereof from the Administrative Agent has been delivered to the Company, first, prepay any Protective Advances that may be outstanding and, second, prepay such outstanding Borrowing or Borrowings of the applicable Class as the Company may elect in accordance with an aggregate amount equal to the provisions amount of this Section 2.08(a). such excess; provided that if the total Credit Exposures of any Class exceeds the total Commitments of such Class solely as a result of currency fluctuations, the Company shall not be required to prepay the excess until such time as the total Credit Exposures of such Class exceeds 105% of the total Commitments of such Class, in which case such excess shall be paid on the third Business Day after notice from the Administrative Agent is delivered to the Company. (b) [reserved]. (c) The Applicable applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar, CDOR Rate or Canadian Prime Rate Borrowing, not later than 11:00 a.m., New York City time, three (3) one Business Days Day before the date of prepayment (or such later time as approved by the Administrative Agent) or and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and the applicable currency of such Borrowing; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the participating Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Class and Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing (other than a prepayment of the Loans of a Defaulting Lender pursuant to Section 2.18(c)) shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower Company shall have the right at any time and from time to time to prepay any Borrowing of the Company in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (d) of this Section 2.08(aSection. (b) If the aggregate Exposures of any Class shall exceed the aggregate Commitments of such Class, then (i) on the last day of any Interest Period for any Eurocurrency Revolving Borrowing and (ii) on any other date in the event ABR Revolving Borrowings of such Class shall be outstanding, the Company shall prepay Revolving Loans of such Class in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on any Reset Date, the aggregate amount of the Exposures of any Class shall exceed 105% of the aggregate Commitments of such Class, then the Company shall, not later than the next Business Day, prepay one or more Borrowings of such Class in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any prepayment of Borrowings hereunder, the Company shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The Applicable Borrower Company shall notify the Applicable Agent in writing, by facsimile or other electronic communication, or, in the case of the Administrative Agent only, by telephone (which must be confirmed by telecopyfacsimile or other electronic communication) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, Borrowing hereunder not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days before the date of such prepayment (or such later time as approved by to the Administrative Agent) or (ii) extent practicable, in the case of a prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one under paragraph (1b) Business Day before the date of prepayment (or such later time as approved by the Administrative Agentabove). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09(c), then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.09(c). Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Applicable Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.13 and (ii) break funding payments pursuant to Section 2.132.16. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions requirements of this Section 2.08(a). Section. (b) [Reserved]. (c) Prior to any optional prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyhand delivery or fax or any other form approved by the Administrative Agent and the Borrower, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) of any optional prepayment hereunder (i) in the case of prepayment of a Eurocurrency LIBOR Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three (3) two Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing Loans or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or one upon the closing of any acquisition or more other events specified thereindisposition, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowingthe Loans, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Loans shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing Loans shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.11. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions requirements of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified thereinfacilities, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.10. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing the Loans in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone telephone, facsimile or electronic mail (and, in the case of telephonic notice, promptly confirmed by telecopyhand delivery, facsimile or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time shorter notice as approved by may be satisfactory to the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time shorter notice as approved by may be satisfactory to the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities or one or more other events specified thereinan event, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued and unpaid interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing Loan in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a)2.08. In the event and on such occasion that (i) the Credit Exposure of any Lender exceeds such Lender’s Commitment or (ii) the aggregate Credit Exposure of the Lenders exceeds the aggregate Commitments, the Borrowers shall prepay borrowings of the Loans in an aggregate amount equal to such excess. (b) The Applicable applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) in writing of the proposed date and the principal amount of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, at least three (3) Business Days before prior to the date of prepayment (by delivery of a notice of prepayment, in the form attached hereto as Exhibit F or such later time as other form approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)Agent and Parent. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing Loan or portion thereof to be prepaid; provided that a any such notice of prepayment may state that such notice is be conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedanother event. Promptly following receipt of any such notice relating to a BorrowingLoan, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Loan shall be in an amount that would be permitted in the case is an integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02US$5,000,000 and not less than US$10,000,000. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Loan. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and 2.10. (c) If a Change of Control occurs: (i) the Parent shall promptly notify the Administrative Agent upon becoming aware of that event; (ii) break funding payments pursuant no Lender shall be obliged to Section 2.13. (b) In the event and on each occasion that (i) fund any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2iii) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to a Lender so requires and notifies the Administrative Agent a certificate and the Parent within 30 days of a Financial Officer the Parent notifying the Administrative Agent of the event, the Administrative Agent shall, by not less than thirty days notice to the effect Parent, cancel the Commitment of that Irish Holdco or its Restricted Subsidiaries intend to apply Lender and declare the Net Proceeds from such event (or a portion thereof specified participation of that Lender in such certificate)all outstanding Loans, within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiariestogether with accrued interest, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph all other amounts accrued under the Loan Documents in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period thereof immediately due and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orpayable.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (subject to (i) the premium set forth in requirements of Section 2.09(b2.13), (ii) the break funding payments required by Section 2.13 and (iii) subject to prior notice in accordance with paragraph (b) of this Section; provided that any such partial prepayment shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. Notwithstanding the foregoing provisions of this Section 2.08(a2.08 or anything in this Agreement or any other Loan Document to the contrary, if a Repricing Transaction is consummated prior to the date that is six (6) months after the Amendment No.1 Effective Date, the Borrower agrees to pay to the Administrative Agent for the ratable account of each applicable Lender, on the date of effectiveness of such Repricing Transaction, a premium equal to 1.00% of the principal amount of the Term Loans prepaid in connection with such Repricing Event or, in the case of any amendment, 1.00% of the principal amount of the relevant Term Loans outstanding immediately prior to (and subject to) such amendment (including the principal amount of any Term Loans of any Non—Consenting Lender that is required to be assigned in accordance with Section 2.16(b) in connection with such amendment). In the event of any voluntary prepayment pursuant to this Section 2.08, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.08(b). (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) , other electronic transmission or delivery of written notice), telecopy or other electronic transmission of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of optional prepayment may state that such notice is conditioned conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or one or more the receipt of the proceeds from the issuance of other events specified thereinIndebtedness, in which case such notice of prepayment may be revoked by the Applicable Borrower (by written notice to the Administrative Agent on or prior to the specified effective datedate of prepayment) if such condition is not satisfied; provided, further, notwithstanding anything to the contrary contained herein, Borrower shall remain liable for any fees loss, cost or expense of any failure to prepay (whether or not such condition is satisfied) in accordance with Section 2.13. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). . (c) Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to any costs incurred as contemplated by Section 2.13. (bd) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect Any prepayment of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required Loan pursuant to this paragraph in respect of the Net Proceeds Section 2.08 shall be applied as specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end Borrower in the applicable notice of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orprepayment.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (subject to (i) the premium set forth in requirements of Section 2.09(b2.13), (ii) the break funding payments required by Section 2.13 and (iii) subject to prior notice in accordance with paragraph (b) of this Section; provided that any such partial prepayment shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. Notwithstanding the foregoing provisions of this Section 2.08(a2.08 or anything in this Agreement or any other Loan Document to the contrary, if a Repricing Transaction is consummated prior to the date that is six (6) months after the Effective Date, the Borrower agrees to pay to the Administrative Agent for the ratable account of each applicable Lender, on the date of effectiveness of such Repricing Transaction, a premium equal to 1.00% of the principal amount of the Term Loans prepaid in connection with such Repricing Transaction or, in the case of any amendment, 1.00% of the principal amount of the relevant Term Loans outstanding immediately prior to (and subject to) such amendment (including the principal amount of any Term Loans of any Non-Consenting Lender that is required to be assigned in accordance with Section 2.16(b) in connection with such amendment). In the event of any voluntary prepayment pursuant to this Section 2.08, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.08(b). (b) The Applicable Borrower shall notify the Administrative Agent in writing (which may be by telephone (confirmed by telecopy) telecopy or electronic transmission), of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of optional prepayment may state that such notice is conditioned conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or one or more the receipt of the proceeds from the issuance of other events specified thereinIndebtedness, in which case such notice of prepayment may be revoked by the Applicable Borrower (by written notice to the Administrative Agent on or prior to the specified effective datedate of prepayment) if such condition is not satisfied; provided, further, notwithstanding anything to the contrary contained herein, Borrower shall remain liable for any fees loss, cost or expense of any failure to prepay (whether or not such condition is satisfied) in accordance with Section 2.13. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). . (c) Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to any costs incurred as contemplated by Section 2.13. (bd) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect Any prepayment of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required Loan pursuant to this paragraph in respect of the Net Proceeds Section 2.08 shall be applied as specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end Borrower in the applicable notice of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orprepayment.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified thereinfacilities, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt 2.11 and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of prepayment of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”Eurodollar Loan, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph any amount due in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orunder Section 2.14.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions requirements of this Section 2.08(a). Section. (b) [Reserved]. (c) Prior to any optional prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyhand delivery or fax or any other form approved by the Administrative Agent and the Borrower, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) of any optional prepayment hereunder (i) in the case of prepayment of a Eurocurrency LIBOR Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or prepayment, or, in each case, such later shorter period of time as approved by is acceptable to the Administrative Agent)Agent in its sole discretion. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that provided, that, a notice of optional prepayment may state that such notice is conditioned upon the occurrence of subsequent events (including the effectiveness of other credit facilities or one or more other events specified thereinfacilities), in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of the 5-Year Term Loans shall be applied to reduce the subsequent scheduled installments (including the balance due on the Maturity Date for the 5-Year Term Loans) of the 5-Year Term Loans to be made pursuant to Section 2.09(a)(ii) as specified by the Borrower in the notice of prepayment notice delivered to the Administrative Agent (or, in the absence of any such specification, ratably in accordance with the amounts of such installments). Each prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right right, in its sole discretion, at any time and from time to time time, to prepay any Borrowing in whole or in part, without premium or penalty (but subject to (iSection 2.13) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior upon notice in accordance with the provisions of this Section 2.08(a). The Applicable Borrower shall notify to the Administrative Agent by telephone (confirmed by telecopyhand delivery or facsimile) of any such optional prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 9:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date. (b) Each notice delivered pursuant to paragraph (a) of this Section shall specify the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating pursuant to a Borrowingparagraph (a) of this Section, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial optional prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13thereon. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject upon notice to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions of this Section 2.08(a). The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before the date of prepayment; provided, however, that (i) each partial prepayment shall be, in the case of any partial prepayment of a Eurodollar Borrowing, in an amount that is an integral multiple of $100,000 and not less than $1,000,000 and, in the case of any partial prepayment of an ABR Borrowing, in an amount that is an integral multiple of $100,000 and not less than $500,000 and (or ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.10(a), such later time prepayment shall not, so long as approved by the Administrative Agent)no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid (in the event of any optional prepayment of Borrowings made at a time when Borrowings of more than one Class of Term Loans remain outstanding, the aggregate amount of such prepayment shall be allocated between the Term Loans and the Other Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class) and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a provided, however, notice of prepayment may state that such notice is conditioned conditional upon the effectiveness of other credit facilities facilities, the receipt of the proceeds from the issuance of other Indebtedness or one Equity Interests or more other events specified thereinthe consummation of a Change in Control, in which case such notice of prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided further, however, that the provisions of Section 2.15 shall apply with respect to any such revocation. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Such notice to the Lenders may be by electronic communication. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment Voluntary prepayments of a Term Loan Borrowing Loans shall be applied to the scheduled installments of principal due in respect of the Term Loans under Section 2.09(a) or (b) as directed by the Applicable Borrower (or, if the Borrower does not give such directions, (i) first, in direct order of maturity to the scheduled repayments occurring in the first eight fiscal quarters following the date of such prepayment and each mandatory prepayment (ii) second, ratably to the remaining scheduled repayments (including, for the avoidance of a doubt, the repayment required to be made on the Term Loan Borrowing Maturity Date pursuant to Section 2.09(c))). All prepayments under this Section 2.10(a) shall be applied subject to Section 2.10(h) and Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.10(a) (other than prepayments of ABR Revolving Loans that are not made in accordance connection with Section 2.08(c). Prepayments the termination or permanent reduction of the Revolving Commitments) shall be accompanied by (i) accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13date of payment. (b) In the event and on such occasion that the aggregate Revolving Exposures exceed the aggregate Revolving Commitments, the Borrower shall prepay Revolving Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.04(j)) in an aggregate amount equal to such excess. (c) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco Holdings, the Borrower or any of its Restricted Subsidiaries Domestic Subsidiary in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth Borrowings in accordance with Section 2.08(c)(i2.10(j) below (and subject to Section 2.08(d)) on each occasion in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fractionProceeds, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtednessprovided that, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1a) or (2b) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco Borrower or its Restricted Subsidiaries intend to apply any Domestic Subsidiary applies the Net Proceeds from such event (or a portion thereof specified in such certificate), thereof) (i) within 365 360 days after receipt of such Net Proceeds, to consummate Proceeds and (ii) at a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that time when no Event of Default has occurred and is continuing, to acquire real property, equipment or other property or assets (including the consideration for Permitted Acquisitions) to be used in the business of the Borrower and the Domestic Subsidiaries (provided that, the Borrower has delivered to the Administrative Agent within ten Business Days after such Net Proceeds are received a certificate of a Financial Officer stating its intention to do so and certifying that no Default has occurred and is continuing), then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate; provided, further, that if applicable) except to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 360-day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied applied. The Borrower shall provide to the Administrative Agent any such evidence reasonably requested by the Administrative Agent with respect to any commitment of Holdings, the Borrower or any Subsidiary to apply Net Proceeds in accordance with this Section 2.10(c). (subject d) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Foreign Subsidiary in respect of any Prepayment Event, the Borrower shall, within five Business Days after such Net Proceeds are received, prepay Borrowings in accordance with Section 2.10(j) on each occasion in an aggregate amount equal to 100% of the amount of such Net Proceeds, provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower or any Foreign Subsidiary applies the Net Proceeds from such event (or a portion thereof) (i) within 360 days after receipt of such Net Proceeds (or, in the event that the repatriating of such Net Proceeds to the United States would result in material tax liabilities to Holdings or any of its Subsidiaries, within 540 days after receipt of such Net Proceeds) and (ii) aboveat a time when no Event of Default has occurred and is continuing, to acquire real property, equipment or other property or assets (including the consideration for Permitted Acquisitions) to be used in the business of the Foreign Subsidiaries (provided that, the Borrower has delivered to the Administrative Agent within ten Business Days after such Net Proceeds are received a certificate of a Financial Officer stating the intention to do so and certifying that no Default has occurred and is continuing), then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 360-day or 540-day period, as applicable, at which time (or at such earlier time at which such Net Proceeds have been repatriated to the United States) a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied. The Borrower shall provide to the Administrative Agent any such evidence reasonably requested by the Administrative Agent with respect to any commitment of any Foreign Subsidiary to apply Net Proceeds in accordance with this Section 2.10(d) and, pending such application, such Net Proceeds shall be held by the applicable Foreign Subsidiary in the form of Permitted Investments. (e) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2013, the Borrower shall prepay Borrowings in accordance with Section 2.10(j) on each occasion in an aggregate amount equal to Required Percentage of Excess Cash Flow for such fiscal year, provided that such amount shall be reduced by the aggregate amount of prepayments of Term Loans and Revolving Loans (to the extent such prepayments of Revolving Loans resulted in corresponding permanent reductions of Revolving Credit Commitments) made pursuant to Section 2.10(a) during such fiscal year. Each prepayment pursuant to this paragraph shall be made on or before the earlier of (i) three Business Days after the date on which audited financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated and (ii) the date on which audited financial statements are required to be delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated. (f) Prior to any mandatory prepayment of Borrowings hereunder, so long as any Term Loans are outstanding, the Borrower shall select the Term Borrowing or Term Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (g) of this Section. In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class of Term Loans remain outstanding, the aggregate amount of such prepayment shall be allocated between the Term Loans, the Other Term Loans and Refinancing Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class; orprovided that, with respect to any prepayment of the type described in clause (a) of the definition of Prepayment Event, if any Additional Term Notes are outstanding and the documentation therefor requires a prepayment, repayment or offer to purchase or redeem any such Additional Term Notes with the proceeds of any such Prepayment Event, then the aggregate amount of any such prepayment shall be allocated between the Additional Term Notes, the Term Loans, the Other Term Loans and the Refinancing Term Loans pro rata based on the aggregate principal amount thereof outstanding. (g) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any mandatory prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Such notice to the Lenders may be by electronic communication. Each prepayment of Term Loans pursuant to Sections 2.10(c), (d) and (e) shall be applied to reduce the subsequent scheduled repayments of the Term Borrowings of such Class to be made pursuant to Sections 2.09(a) and (b) (i) first, in direct order of maturity to the scheduled repayments occurring in the first eight fiscal quarters following the date of such prepayment and (ii) second, ratably to the remaining scheduled repayments (including, for the avoidance of doubt, the repayment required to be made on the Term Maturity Date pursuant to

Prepayment of Loans. (a) The Applicable Borrower Subject to the terms and conditions contained in this Section 2.9 and elsewhere in this Agreement, the Debtors shall have the right to prepay any Term Loan, at any time and in whole or from time to time to prepay any Borrowing in whole or in part, subject to ; provided that (i) the premium set forth in Section 2.09(b)each optional partial prepayment, (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions of this Section 2.08(a). The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) except for prepayments which result in the case of prepayment of all outstanding principal of such Loan, shall be in a Eurocurrency Borrowing, principal amount of not later less than 11:00 a.m., New York City time, three One Hundred Thousand Dollars (3$100,000.00) Business Days before the date and shall be applied to installments in inverse order of prepayment (or such later time as approved by the Administrative Agent) or their maturities; (ii) in the case of prepayment a Eurodollar Loan, payment or conversion may occur only on the last day of an ABR BorrowingInterest Period for such Loan. (b) If at any time the sum of (i) the Letter of Credit Obligations plus (ii) the principal amount outstanding of the Revolving Credit Loans exceeds the Borrowing Base, the Debtors shall forthwith (and in no event later than two Business Days following such determination by the Bank upon receipt of the Borrowing Base Certificate or otherwise), unless such requirement shall be waived by the Bank upon written request therefor made by the Debtors, prepay the Revolving Credit Loans as provided in (d) below in an amount which, after giving effect to such prepayment, reduces the outstanding aggregate principal balance of the Revolving Credit Loans to an amount which is equal to or less than the difference between the Borrowing Base and the Letter of Credit Obligations. (c) The Debtors, prior to making a prepayment, whether mandatory or otherwise, pursuant to paragraph (a) or (b) above, shall furnish to the Bank, not later than 11:00 a.m., New York City time, 2:00 p.m. one (1) Business Day before prior to the date of such prepayment, a written, facsimile or tested telex notice of prepayment (or such later time as approved by the Administrative Agent). Each such notice shall be irrevocable and which shall specify the prepayment date and the principal amount of each Borrowing Loan (or portion thereof thereof) to be prepaid; provided that a notice of prepayment may state that , which shall be irrevocable and shall commit the Debtors to prepay such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked Loan by the Applicable Borrower (by notice to amount stated therein on the Administrative Agent on or prior to the specified effective date) if such condition is not satisfieddate stated therein. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments All prepayments shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13date of prepayment. The amount of the Term Loan prepaid may not be reborrowed. (bd) In the event and on each occasion that (i) the Debtors prepay any Net Proceeds are received Eurodollar Loan in full or in part or convert a Eurodollar Loan to another type of Loan, whether such prepayment or conversion be optional or mandatory, prior to the end of the Interest Period applicable to such Loan, such prepayment or conversion shall be accompanied by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect a payment to the Bank of any Prepayment Eventcosts incurred by the Bank, the Borrower and any Additional Borrower shallwhich payment shall include, within five (5) Business Days after such Net Proceeds are receivedwithout limitation, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% the excess, if any, of (a) the aggregate amount of interest which otherwise would have accrued on the principal amount so paid for the period from and including the date of payment or conversion to but excluding the last day of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use Interest Period at a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, rate equal to the extent such debt is Eurodollar Rate plus the Eurodollar Margin over (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (xb) the amount of interest the Bank would pay (as determined by the Bank in good faith, such Net Proceeds and (ydetermination to be conclusive) on a fraction, deposit placed with the numerator of which is Bank on the outstanding principal amount date of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) payment or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required conversion in an amount equal comparable to such Net Proceeds principal amount and with a maturity comparable to such period. The Bank, in its sole discretion, may waive such Prepayment/Termination Fee in the event that have not been so applied (subject to clause (ii) above); orthe terminated portion of the Term Loan is replaced with a new loan facility with the Bank.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent Lender by telephone (confirmed by telecopytelecopy or by electronic communication) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency BorrowingEurodollar Revolving Borrowing that is for an Interest period of one, two or three months, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR BorrowingRevolving Borrowing or a Eurodollar Revolving Borrowing that is for an Interest Period of one day, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.06, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereofrevoked in accordance with Section 2.06. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Revolving Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.10. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without penalty or premium (but subject to (i) the premium set forth in Section 2.09(b2.16), (ii) the break funding payments required by Section 2.13 and (iii) subject to prior notice in accordance with the provisions paragraph (b) of this Section. Optional prepayments of the Term Loans shall be applied to the principal installments thereon due pursuant to Section 2.08(a2.10 in inverse order of maturity (amounts repaid or prepaid on the Terms Loans may not be reborrowed). . (b) The Applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopytelecopy or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (or such iii) in the case of prepayment of a Swingline Loan, not later time as approved by than 12:00 noon, New York City time, on the Administrative Agent)date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a such notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a particular event specified in such notice or other credit facilities or one or more other events specified thereinfacilities, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments 2.13. Notwithstanding anything to the contrary contained herein, no proceeds of Revolver Loans, directly or indirectly, may be used to make any prepayment pursuant to Section 2.132.11(a). (bc) In The Credit Parties and their Subsidiaries shall make mandatory prepayment of the event and on each occasion that Loans in amounts equal to the following: (i) any Net Proceeds are received concurrently with the receipt thereof by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Eventthe Parent, the Borrower and or any Additional Borrower shallSubsidiary, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such the aggregate Net ProceedsAvailable Proceeds realized upon all Asset Dispositions (other than Asset Dispositions solely between Credit Parties) and Asset Swaps in any Fiscal Year of the Borrower (including, without limitation, the sale of assets owned by any Foreign Subsidiary; provided that: (1) that the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds shall be permitted to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in net an amount not to exceed $3,000,000 in the product aggregate from the Effective Date against the Net Available Proceeds realized from the sale of such assets by a Foreign Subsidiary for the purpose of funding costs associated with the Hungarian Litigation, so long as all such amounts do not exceed an amount equal to (x) the amount of such Net Proceeds and $3,000,000 less (y) a fraction, the numerator of which is the outstanding principal amount any of such Permitted Pari Passu Secured Refinancing Debt and/or amounts as have been added to the calculation of Consolidated EBITDA pursuant to clause (f) of the definition thereof on or after the Effective Date and are held overseas in a separate segregated account in a manner reasonably satisfactory to the Administrative Agent); provided that notwithstanding the foregoing and provided that no Default or Event of Default has occurred and is continuing, such Alternative Incremental Facility Indebtednessprepayment shall not be required to the extent the Parent, Borrower or such Subsidiary, as applicable, and reinvests the denominator Net Available Proceeds of which is such Asset Disposition or Asset Swap in productive assets (other than inventory) of a kind then used or usable in the sum business of the outstanding principal amount of Parent, Borrower or such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility IndebtednessSubsidiary, as applicable, within 180 days after receipt of such Net Available Proceeds, or enters into a binding commitment thereof within said 180-day period and subsequently makes such reinvestment within 365 days after receipt of such Net Available Proceeds; provided that the outstanding principal amount Borrower notifies the Administrative Agent of Term Loans; andthe Parent’s, Borrower’s or such Subsidiary’s intent, as applicable, to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively; (2ii) concurrently with the receipt thereof by the Parent, the Borrower or any Subsidiary, (A) 50% of the Net Available Proceeds realized upon the issuance by any such Person of any Equity Interests, or the receipt by the Parent, the Borrower or any Subsidiary of any capital contribution securities and (B) 100% of the Net Available Proceeds realized upon the incurrence by Parent, the Borrower or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 6.01 (excluding clause (h) therein, except as set forth below in the this clause (ii)), and, in each case of any event described clauses (A) and (B), other than Net Available Proceeds utilized in clause (1) or (2) connection with the refinancing and/or redemption of the definition Parent Preferred Stock; (iii) concurrently with the receipt thereof by the Parent, the Borrower or any Subsidiary, 100% of the term “Prepayment Event”aggregate Net Available Proceeds realized in connection with any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any such Person; provided that if Irish Holdco the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco the Parent, the Borrower or its Restricted Subsidiaries Subsidiaries, as applicable, intend to apply the Net Available Proceeds from such event (or a portion thereof specified in such certificate), within 365 180 days after receipt of such Net Available Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (repair or replace any such property or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiariesthe Credit Parties, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Available Proceeds specified in such certificate; provided, further, however that to the extent of any such Net Available Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Available Proceeds that have not been so applied applied; and (subject iv) commencing with the Fiscal Year ending February 28, 2014, on the date that is ten days after the earlier of (a) the date on which the Parent’s and Borrower’s annual audited financial statements for the immediately preceding Fiscal Year are delivered pursuant to Section 5.01 and (b) the date on which such annual audited financial statements were required to be delivered pursuant to Section 5.01, an amount equal to (x) 50% of Consolidated Excess Cash Flow for the immediately preceding Fiscal Year minus (y) prepayments of Revolving Loans and Swingline Loans during such Fiscal Year solely to the extent accompanying permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such Fiscal Year; provided, however that the foregoing percentage shall be reduced to 0% for any such Fiscal Year to the extent that the Senior Leverage Ratio was less than or equal to 3.0 to 1.0 as of the last day of such Fiscal Year. Each Consolidated Excess Cash Flow prepayment shall be accompanied by a certificate signed by a Financial Officer certifying the manner in which Consolidated Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to Administrative Agent. (d) Mandatory prepayments of the Loans pursuant to clause (iic) above); orabove shall be accompanied by the payment of accrued interest on the principal amount repaid and the payment of any amounts due and payable pursuant to Section 2.16 in connection with such prepayment and shall be applied first to prepay any protective advances or overadvances that may be outstanding, to the extent permitted under the Credit Documents, second to the principal installments thereon due pursuant to Section 2.10 in inverse order of maturity in the following order: first to prepay the Term Loans and then to prepay the Revolving Loans (including the Swingline Loans) with a corresponding reduction in the Revolving Commitments and to cash collateralize outstanding LC Exposure.

Prepayment of Loans. (a) The Applicable Borrower Company shall have the right at any time and from time to time to prepay any Borrowing of the Company in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (c) of this Section 2.08(aand (ii) in the case of a Eurocurrency Loan, reimbursement of any breakage costs if prepayment occurs other than at the end of an Interest Period. (b) In the event and on each occasion that the aggregate Revolving Loans exceed the aggregate Commitments, the Company shall promptly prepay Borrowings in an aggregate amount sufficient to eliminate such excess. (c) Immediately upon receipt by the Company or any of its Subsidiaries of proceeds from any Debt Issuance or Equity Issuance, the Company shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Debt Issuance or Equity Issuance which shall be applied to reduce the outstanding Borrowings (it being acknowledged and agreed that the Commitments whether drawn or undrawn at such time shall also be reduced on a dollar for dollar basis by the amount of any such Debt Issuance or Equity Issuance). ; provided, however, it is understood and agreed that any issuance or payment of commercial paper shall not result in any prepayment or Commitment reduction hereunder. (d) The Applicable Borrower Company shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, Local Time one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.10. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (c) of this Section 2.08(a2.08. (b) In the event and on each occasion that the total Revolving Credit Exposure exceeds the total Commitment then in effect (including as a result of a reduction in the Commitments pursuant to Section 2.06(c). ), the Borrower shall prepay Borrowings in an aggregate amount equal to such excess. (c) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed in a signed notice sent by telecopyhand delivery or facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.4:00 p.m., New York City time, one (1) Business Day before the date of prepayment (or or, in the case of any prepayment under paragraph (b) of this Section 2.08, such later time as approved by the Administrative Agentshall be practicable). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; , provided that that, if a notice of a prepayment under paragraph (a) of this Section 2.08 is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06(b), then such notice of prepayment may state that be revoked if such notice of termination is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, revoked in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedaccordance with Section 2.06(b). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.02(c), except as necessary to apply fully the required amount of a prepayment under paragraph (b) of this Section 2.08. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orSection 9.04.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing Loans in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions of this Section 2.08(a)2.11. The Applicable Borrower shall notify deliver to the Administrative Agent by telephone (confirmed by telecopy) a Notice of Loan Prepayment of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency SARON Borrowing, not later than 11:00 a.m.12:00 noon, New York City timeCentral European time (summer or standard, as applicable), three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR BorrowingBorrowing made or converted pursuant to Section 2.14, not later than 11:00 a.m., New York City time, 12:00 noon one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and, if SARON Loans are to be prepaid, the Interest Periods of such Loans; provided that a notice Notice of prepayment Loan Prepayment delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events transactions specified therein, in which case such notice may be revoked by the Applicable Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a BorrowingNotice of Loan Prepayment, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing the outstanding Loans pursuant to this Section 2.11 shall be applied as directed by pro rata to the Applicable Borrower and each mandatory prepayment remaining scheduled installments of a Term Loan Borrowing principal thereof. Subject to Section 2.25, such prepayments shall be applied paid to the Lenders in accordance with Section 2.08(c)their respective Applicable Percentages in respect of the Facility. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.13 and (ii) break funding payments pursuant to Section 2.132.16. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time time, without (subject to Section 2.16) premium or penalty, to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions clause (c) of this Section 2.08(a2.11. (b) In the event and on such occasion that the Aggregate Credit Exposure exceeds the aggregate Commitments of all Lenders, the Borrower shall prepay the Loans (including any Swingline Loans) and/or cash collateralize the LC Exposure (in accordance with Section 2.06(j). ) in an aggregate amount equal to such excess. (c) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyand, in the case of prepayment of Swingline Loans, the Swingline Lenders) in writing of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency EurodollarTerm SOFR Borrowing, not later than 11:00 a.m.12:00 p.m. (noon), New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 p.m. (noon), New York City time, one (1) Business Day before the date of prepayment or (or such iii) in the case of prepayment of a Swingline Loan, not later time as approved by than 12:00 p.m. (noon), New York City time, on the Administrative Agent)date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that provided, that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of its Loans, in whole or in part, subject to (i) the requirements of Section 3.13 but otherwise without premium set forth in Section 2.09(b)or penalty, (ii) the break funding payments required by Section 2.13 and (iii) upon prior written or telex notice in accordance with the provisions of this Section 2.08(a). The Applicable Borrower shall notify to the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 10:30 a.m., New York City time, three (3) Business Days before on the date of such prepayment; provided, however, that each such partial prepayment shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. (b) In the event of any termination of the Commitments, each Borrower shall repay or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before prepay all its outstanding Loans on the date of such termination. On the date of any partial reduction of the Commitments pursuant to Section 3.7, the Borrowers shall pay or prepay so much of their respective Loans as shall be necessary in order that the aggregate principal amount of the Loans (after giving effect to any other prepayment of Loans on such date) outstanding will not exceed the Total Commitment immediately following such reduction. (c) If required by Section 2.4, the Borrowers shall repay the outstanding Loans in such amount as may be necessary so that, no later than the relevant date required by Section 2.4 for compliance with Sections 3.1 and 5.2(b), the aggregate Borrowing Base Debt (after giving effect to any other prepayment of Corporate Group Loans on such date) is less than or equal to the Borrowing Base after giving effect to such later time as approved by reduction; provided, however, that if such reduction in the Administrative Agent)Borrowing Base is a result of any sales, transfers, distributions, or other dispositions of assets or properties (including, without limitation, shares of any capital stock or other equity interests of any Restricted Subsidiary) other than in the ordinary course of business, such 90-day grace period will not apply with respect to the required mandatory prepayment. During any such applicable 90-day period, continuations or conversions of Loans in accordance with Section 3.10 are permitted; provided that the Interest Periods for such continued or converted borrowings do not extend beyond such 90- day period unless the condition requiring prepayments pursuant to this Section 3.9(c) shall no longer exist. (d) All prepayments under this Section shall be subject to Section 3.13. Each such notice shall be irrevocable and of prepayment delivered pursuant to paragraph (a) above shall specify the prepayment date and the principal amount of each Borrowing Loan (or portion thereof thereof) to be prepaid; provided that a notice of prepayment may state that , shall be irrevocable and shall commit the Borrower giving such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case to prepay such notice may be revoked Loan by the Applicable Borrower (by notice to amount stated therein on the Administrative Agent on or prior to the specified effective date) if such condition is not satisfieddate stated therein. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing All prepayments shall be applied as directed by the Applicable Borrower first to Reference Rate Loans and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments then to LIBO Rate Loans and shall be accompanied by (i) accrued interest on the principal amount being prepaid to the date of prepayment. Any amounts prepaid may be reborrowed to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied permitted by the end terms of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orthis Agreement.

Prepayment of Loans. (a) The Applicable Each Borrower shall have the right at any time and from time to time to prepay any Borrowing made by it in whole or in part, without premium or penalty (but subject to (iSections 2.12(e) the premium set forth in Section 2.09(band 2.18), (ii) the break funding payments required by Section 2.13 and (iii) subject to prior notice in accordance with the provisions paragraph (c) of this Section 2.08(a2.12. (b) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (c) of this Section 2.12. Each optional or mandatory prepayment of Term Loans shall be applied ratably to the Term Loans (based on the respective outstanding principal amounts thereof unless, in the case of Extended Term Loans, Incremental Term Loans or Replacement Term Loans, the applicable Permitted Amendment specifies a less favorable treatment); provided that prepayments of Term Loans made with the proceeds of any Replacement Term Loans and Permitted Term Loan Refinancing Indebtedness shall be applied in accordance with Section 2.14(d). Prepayments of Term Loans shall be applied to the remaining scheduled installments as follows: (i) any mandatory prepayments of Term Loans pursuant to Section 2.14 shall be applied to the remaining scheduled principal installments (a) in the case of the Term Loans, first in direct order to the unpaid amounts due on the next succeeding eight Term Loan Installment Dates, and then on a pro rata basis to the then remaining scheduled amortization installments in respect of such Term Loans and (b) in the case of any other Term Loans, in the order specified in the applicable Permitted Amendment, and (ii) any optional prepayments of Term Loans pursuant to Section 2.12(a) shall be applied to the remaining scheduled installments thereof as directed by the US Borrower (or, if no such direction is given, in direct order of maturity thereof). (c) The Applicable applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a any notice of prepayment may state that such notice is be conditioned upon the effectiveness of other credit facilities or one any other financing, Disposition or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedtransaction. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c)2.5. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf 2.15. Each repayment of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is Borrowing (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of a Revolving Credit Facility, shall be applied to the Loans included in the repaid Borrowing such that each Revolving Credit Lender holding Loans included in such repaid Borrowing receives its ratable share of such repayment (based upon the respective US Tranche Revolving Credit Exposures or Canadian Tranche Revolving Credit Exposures, as the case may be, of the Revolving Credit Lenders holding Loans included in such repaid Borrowing at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. Voluntary prepayments made by the Canadian Borrower will only be applied to Canadian Tranche Revolving Credit Borrowings made by it. In the event the US Borrower fails to specify the Borrowings to which any event described such voluntary prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Revolving Credit Borrowings to the full extent thereof (ratably among Revolving Credit Facilities); and second, to prepay the Term Borrowings ratably (unless, with respect to a Class of Term Loans, the applicable Permitted Amendment specifies a less favorable treatment). (d) Notwithstanding anything to the contrary set forth in clause this Agreement (1including the penultimate sentence of Section 2.12(c) or Section 2.20(c)) or any other Loan Document, the Purchasing Borrower Parties shall have the right at any time and from time to time to purchase Term Loans by way of assignment in accordance with Section 9.4(g), including pursuant to a Dutch Auction in accordance with Section 2.12(f). (2e) In the event that, prior to the date that is six (6) months after the Closing Date, the US Borrower (i) makes any repayment, prepayment, purchase or buyback of Term Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the definition of the term “Prepayment Event”, if Irish Holdco US Borrower shall deliver pay to the Administrative Agent Agent, for the ratable account of each of the applicable Term Loan Lenders (including any Non-Consenting Lender) (x) in the case of clause (i), a certificate prepayment premium of a Financial Officer 1.0% of the aggregate principal amount of the Term Loans so being prepaid, repaid or purchased and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment that are subject to such Repricing Event. (f) Notwithstanding anything to the effect that Irish Holdco contrary contained in this Section 2.12 or its Restricted Subsidiaries intend to apply any other provision of this Agreement and without otherwise limiting the Net Proceeds from such event (rights in respect of prepayments of the Term Loans, so long as no Default or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required any Purchasing Borrower Party may repurchase outstanding Term Loans pursuant to this paragraph in respect Section 2.12(f) on the following basis: (i) Any Purchasing Borrower Party may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Net Proceeds specified Term Loans of a Class (the “Subject Class”) by providing written notice to the Administrative Agent (for distribution to the Lenders) of the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction; (ii) In connection with any Auction, each Term Loan Lender may, in its sole discretion, participate in such certificateAuction and may provide the Administrative Agent with a notice of participation (the “Return Bid”), which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a price discounted to par that must be expressed as a price (the “Reply Discount Price”), which must be within the Discount Range, and (y) a principal amount of Term Loans which shall be in increments of $1,000,000 or in an amount equal to such Term Loan Lender’s entire remaining amount of such Loans (the “Reply Amount”). Term Loan Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Loan Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Assumption in a form reasonably acceptable to the Administrative Agent; (iii) Based on the Reply Discount Prices and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the US Borrower, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount Price for which a Purchasing Borrower Party can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow such Purchasing Borrower Party to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), such Purchasing Borrower Party shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount Price. Any Purchasing Borrower Party shall purchase Term Loans (or the respective portions thereof) from each Term Loan Lender with a Reply Discount Price that is equal to or less than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the extent of any Auction Amount for such Net Proceeds therefrom that have not been so applied by Auction, the end US Borrower shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied Qualifying Bids (subject to clause rounding requirements specified by the Administrative Agent). Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five (ii5) Business Days from the date the Return Bid was due; (iv) Once initiated by an Auction Notice, no Purchasing Borrower Party may withdraw an Auction without the consent of the Administrative Agent other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Loan Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. Each purchase of Term Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of the Applicable Discount referred to above) established by the Administrative Agent and agreed to by the US Borrower; and (v) The repurchases by any Purchasing Borrower Party of Term Loans pursuant to this Section 2.12(f) shall be subject to the following conditions: (A) the Auction is open to all Term Loan Lenders of the Subject Class on a pro rata basis, (B) no Default or Event of Default has occurred or is continuing or would result therefrom, (C) as of the date of such repurchase the Purchasing Borrower Party shall make a representation to the Qualifying Lender assigning the Term Loan (unless the making of such representation is waived by such Qualifying Lender) that it is not aware of any material non-public information with respect to the business of the US Borrower or any of the Subsidiaries or their respective securities that (x) has not been disclosed to such Qualifying Lender prior to such date and (y) if made public would reasonably be expected to have a material effect upon, or otherwise be material to, a Term Loan Lender’s decision to assign the Term Loans to the Purchasing Borrower Party (other than because such Qualifying Lender does not wish to receive material non-public information with respect to the business of the Purchasing Borrower Party or any of the Subsidiaries); or, (D) any Term Loan Loans repurchased pursuant to this Section 2.12(f) shall be automatically and permanently canceled upon acquisition thereof by the Purchasing Borrower Party and (E) at the time of (and after giving effect to) any such repurchase no Revolving Credit Loans shall be outstanding.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone telephone, facsimile or electronic mail (and, in the case of telephonic notice, promptly confirmed by telecopyhand delivery, facsimile or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Term Benchmark Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time shorter notice as approved by may be satisfactory to the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time shorter notice as approved by may be satisfactory to the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities or one or more other events specified thereinan event, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued and unpaid interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of its Borrowings in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (c) of this Section. (b) In the event and on each occasion that the sum of the Revolving Credit Exposures exceeds the Line Cap (other than to the extent that Protective Advances permitted under Section 2.08(a2.04 cause the sum of the Revolving Exposures to exceed the Borrowing Base). , the Borrowers shall prepay Borrowings (or, if no such Borrowings are outstanding, each Account Party shall deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess or (if approved by each applicable Issuing Bank in its sole discretion) provide other credit support for the applicable LC Exposure. (c) The Applicable applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopytelecopy or electronic transmission) of any prepayment hereunder (other than a prepayment resulting from an application of funds pursuant to Section 2.09(f)) (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (or such iii) in the case of prepayment of a Swingline Loan, not later time as approved by than 12:00 noon, New York City time, on the Administrative Agent)date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Revolving Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (e) of this Section 2.08(aand, if applicable, payment of any break funding expenses under Section 2.15. (b) In the event and on such occasion that the Aggregate Revolving Exposure exceeds the aggregate Revolving Commitments, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans (or, if no such Borrowings are outstanding, deposit cash collateral in the LC Collateral Account in an aggregate amount equal to such excess, in accordance with Section 2.05(j). ). (c) The Applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyfax) or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder under this Section: (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 10:00 a.m., New York City central time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 10:00 a.m., New York City central time, one (1) Business Day before the date of prepayment or (or such iii) in the case of prepayment of a Swingline Loan, not later time as approved by than 11:00 a.m., central time, on the Administrative Agent)date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.12 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event2.15. Credit Agreement, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orPage 40

Prepayment of Loans. (a) The Applicable Subject to the terms of the First Lien Credit Agreement, Section 2.10(h) below and Section 2.10(k) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject upon notice to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions of this Section 2.08(a). The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before the date of prepayment; provided, however, that each partial prepayment (or such later time as approved by shall be, in the Administrative Agent)case of any partial prepayment of a Eurodollar Borrowing, in an amount that is an integral multiple of $100,000 and not less than $1,000,000 and, in the case of any partial prepayment of an ABR Borrowing, in an amount that is an integral multiple of $100,000 and not less than $500,000. Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid (in the event of any optional prepayment of Borrowings made at a time when Borrowings of more than one Class of Term Loans remain outstanding, the aggregate amount of such prepayment shall be allocated between the Term Loans and the Other Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class) and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a provided, however, notice of prepayment may state that such notice is conditioned conditional upon the effectiveness of other credit facilities facilities, the receipt of the proceeds from the issuance of other Indebtedness or one Equity Interests or more other events specified thereinthe consummation of a Change in Control, in which case such notice of prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided further, however, that the provisions of Section 2.15 shall apply with respect to any such revocation. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Such notice to the Lenders may be by electronic communication. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing All prepayments under this Section 2.10(a) shall be applied as directed by the Applicable Borrower subject to Section 2.10(h) and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c)2.15 but otherwise without premium or penalty. Prepayments All prepayments under this Section 2.10(a) shall be accompanied by (i) accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13date of payment. (b) In [Reserved]. (c) Subject to the terms Section 2.10(k) below, in the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco Holdings, the Borrower or any of its Restricted Subsidiaries Domestic Subsidiary in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth Borrowings in accordance with Section 2.08(c)(i2.10(j) below (and subject to Section 2.08(d)) on each occasion in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fractionProceeds, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtednessprovided that, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1a) or (2b) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco Borrower or its Restricted Subsidiaries intend to apply any Domestic Subsidiary applies the Net Proceeds from such event (or a portion thereof specified in such certificate), thereof) (i) within 365 360 days after receipt of such Net Proceeds, to consummate Proceeds and (ii) at a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that time when no Event of Default has occurred and is continuing, to acquire real property, equipment or other property or assets (including the consideration for Permitted Acquisitions) to be used in the business of the Borrower and the Domestic Subsidiaries (provided that, the Borrower has delivered to the Administrative Agent within ten Business Days after such Net Proceeds are received a certificate of a Financial Officer stating its intention to do so and certifying that no Default has occurred and is continuing), then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate; provided, further, that if applicable) except to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 360-day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied applied. The Borrower shall provide to the Administrative Agent any such evidence reasonably requested by the Administrative Agent with respect to any commitment of Holdings, the Borrower or any Subsidiary to apply Net Proceeds in accordance with this Section 2.10(c). (subject d) Subject to the terms of Section 2.10(k) below, in the event and on each occasion that any Net Proceeds are received by or on behalf of any Foreign Subsidiary in respect of any Prepayment Event, the Borrower shall, within five Business Days after such Net Proceeds are received, prepay Borrowings in accordance with Section 2.10(j) on each occasion in an aggregate amount equal to 100% of the amount of such Net Proceeds, provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower or any Foreign Subsidiary applies the Net Proceeds from such event (or a portion thereof) (i) within 360 days after receipt of such Net Proceeds (or, in the event that the repatriating of such Net Proceeds to the United States would result in material tax liabilities to Holdings or any of its Subsidiaries, within 540 days after receipt of such Net Proceeds) and (ii) aboveat a time when no Event of Default has occurred and is continuing, to acquire real property, equipment or other property or assets (including the consideration for Permitted Acquisitions) to be used in the business of the Foreign Subsidiaries (provided that, the Borrower has delivered to the Administrative Agent within ten Business Days after such Net Proceeds are received a certificate of a Financial Officer stating the intention to do so and certifying that no Default has occurred and is continuing), then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 360-day or 540-day period, as applicable, at which time (or at such earlier time at which such Net Proceeds have been repatriated to the United States) a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied. The Borrower shall provide to the Administrative Agent any such evidence reasonably requested by the Administrative Agent with respect to any commitment of any Foreign Subsidiary to apply Net Proceeds in accordance with this Section 2.10(d) and, pending such application, such Net Proceeds shall be held by the applicable Foreign Subsidiary in the form of Permitted Investments. (e) Subject to the terms of Section 2.10(k) below, following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2013, the Borrower shall prepay Borrowings in accordance with Section 2.10(j) on each occasion in an aggregate amount equal to Required Percentage of Excess Cash Flow for such fiscal year, provided that such amount shall be reduced by the aggregate amount of prepayments of Term Loans made pursuant to Section 2.10(a) during such fiscal year. Each prepayment pursuant to this paragraph shall be made on or before the earlier of (i) three Business Days after the date on which audited financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated and (ii) the date on which audited financial statements are required to be delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated. (f) Prior to any mandatory prepayment of Borrowings hereunder, the Borrower shall select the Term Borrowing or Term Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (g) of this Section. In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class of Term Loans remain outstanding, the aggregate amount of such prepayment shall be allocated between the Term Loans, the Other Term Loans and Refinancing Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class; orprovided that, with respect to any prepayment of the type described in clause (a) of the definition of Prepayment Event, if any Additional Term Notes are outstanding and the documentation therefor requires a prepayment, repayment or offer to purchase or redeem any such Additional Term Notes with the proceeds of any such Prepayment Event, then the aggregate amount of any such prepayment shall be allocated between the Additional Term Notes, the Term Loans, the Other Term Loans and the Refinancing Term Loans pro rata based on the aggregate principal amount thereof outstanding. (g) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any mandatory prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Such notice to the Lenders may be by electronic communication. Each prepayment of Term Loans pursuant to Sections 2.10(c), (d) and (e) shall be applied ratably to the Term Loans included in the prepaid Borrowing. Mandatory prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be subject to Section 2.15. Mandatory prepayments shall be applied to the Term Loans irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.10(i), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (i) Notwithstanding any provision to the contrary herein, at the time of effectiveness of any voluntary prepayment, repayment or refinancing of any Term Loan or mandatory prepayment pursuant to Section 2.10(c) or (d) (in each case of Section 2.10(c) or (d) solely with respect to a Prepayment Event described in clause (c) of such definition) (each, a “Premium Prepayment Event”) that is consummated prior to the second anniversary of the Effective Date, Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, a prepayment premium equal to the Make-Whole Premium. (ii) Notwithstanding any provision to the contrary herein, at the time of effectiveness of any voluntary prepayment, repayment or refinancing of any Term Loan or mandatory prepayment pursuant to Section 2.10(c) or (d) (in each case of Section 2.10(c) or (d) solely with respect to a Prepayment Event described in clause (c) of such definition) (each, a “Premium Prepayment Event”) that is consummated after the second anniversary of the Effective Date but on or prior to the fifth anniversary of the Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender a fee in an amount equal to (a) in the event such Premium Prepayment Event is consummated after the second anniversary of the Effective Date but on or prior to the third anniversary of the Effective Date, 3.00% of the aggregate principal amount of such prepayment, repayment, refinancing or mandatory repayment or (b) in the event that such Premium Prepayment Event is consummated after the third anniversary of the Effective Date but on or prior to he fourth anniversary of the Effective Date, 1.00% of the aggregate principal amount of such prepayment, repayment, refinancing or mandatory repayment. Such fees shall be earned, due and payable upon the date of such prepayment, repayment, refinancing or mandatory repayment, as the case may be. Term Loans may be prepaid without prepayment premium or the Make-Whole Premium after the fourth anniversary of the Effective Date.

Prepayment of Loans. (a) The Applicable Each Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, in an aggregate amount that is an integral multiple of $5,000,000, subject to the requirements of this Section. (ib) In the premium set forth event and on each occasion that the sum of the Revolving Exposures exceeds the total Revolving Commitments, the Borrowers shall prepay Revolving Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance an account with the provisions Administrative Agent pursuant to Section 2.04(j)) in an aggregate amount equal to such excess. (c) In the event and on each occasion that the sum of this the aggregate outstanding principal amount of all Term Loans and the aggregate Revolving Exposure exceeds the Borrowing Base, the Borrowers shall prepay Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.08(a2.04(j). ) in an aggregate amount equal to such excess. (d) In the event and on each occasion that any Proceeds are received by the Company, the Company shall, immediately after such Proceeds are received, apply such Proceeds to prepay Term Loans until the Term Loans have been paid in full. (e) The Applicable Borrower Company shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.07, then such notice of prepayment may state that be revoked if such notice of termination is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, revoked in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedaccordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate amount that would be permitted in is an integral multiple of $5,000,000, except as necessary to apply fully the case of an advance required amount of a Borrowing of the same Type as provided in Section 2.02mandatory prepayment. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (c) of this Section 2.08(aand, if applicable, payment of any break funding expenses under Section 2.14. (b) In the event and on such occasion that the Aggregate Revolving Exposure exceeds the aggregate Revolving Commitments, the Borrower shall prepay the Revolving Loans, and/or LC Exposure in the aggregate amount equal to such excess (or, if no such Borrowings are outstanding, deposit cash collateral in the LC Collateral Account in an aggregate amount equal to such excess, in accordance with Section 2.04(j). ). (c) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfax) or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder under this Section: (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 10:00 a.m., New York City eastern time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 10:00 a.m., New York City eastern time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.07, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.11 and (ii) break funding payments pursuant to Section 2.132.14. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyin writing) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified thereinthe consummation of a specific transaction, in which case then such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Loans included in such prepaid Borrowing and shall be applied to the remaining amortization payments under Section 2.10(a) in such order of application as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing (and, absent any such direction, shall be applied to the remaining amortization payments under Section 2.10(a) in accordance with Section 2.08(cthe direct order of maturity thereof). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.13 and (ii) break funding payments pursuant to Section 2.132.16. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay prepay, without premium or penalty but subject to Section 8.04, any Borrowing in whole or in part, part subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed in a signed notice sent by telecopyfacsimile or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c), then such notice of prepayment may state that be revoked if such notice of termination is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, revoked in which case such notice may be revoked by the Applicable Borrower accordance with Section 2.07 (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedc). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.02(c). Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.11 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orSection 8.04.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (e) of this Section 2.08(a2.11 and, if applicable, payment of any break funding expenses under Section 2.16; provided that each prepayment shall be in an aggregate amount that is (x) an integral multiple of $250,000 and not less than $500,000 or (y) such lesser amount constituting the entire outstanding amount of such Borrowing. In the absence of such direction by the Borrower, voluntary prepayments shall be applied first, to any outstanding ABR Loans until such ABR Loans are repaid in full, and then, to any outstanding EurodollarTerm Benchmark Loans (in each case, in direct order of maturity). . (b) The Applicable Borrower shall notify the Administrative Agent in writing or by telephone (confirmed by telecopyfax) or through Electronic Systems, if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder (i) (A) in the case of prepayment of a Eurocurrency EurodollarTerm Benchmark Borrowing, not later than 11:00 1:00 p.m10:00 a.m., New York City time, three (3) U.S. Government Securities Business Days before the date of prepayment the proposed prepayment, and (or such B) in the case of an RFR Borrowing, not later time as approved by than 10:00 a.m., New York City time, five (5) U.S. Government Securities Business Days before the Administrative Agent) date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)proposed prepayment. Each such telephone and written notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that such is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09 or is otherwise conditioned upon the effectiveness consummation of other credit facilities or one or more other events specified thereina transaction, in which case then such notice of prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective dateextended) if such condition notice of termination is revoked or extended in accordance with Section 2.09 or such transaction does not satisfiedoccur. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued but unpaid interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing Loan in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section; provided that, unless otherwise provided in Section 2.08(a2.10(c). , no prepayments may be made (directly or through purchases by or for the benefit of the Borrower, Holdings or any of their respective Subsidiaries) on any Tranche C Loans until the Tranche A Loans and the Tranche B Loans have been repaid in full. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency BorrowingEurodollar Loan, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR BorrowingLoan, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing Loan or portion thereof to be prepaid; provided that a notice of prepayment of the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified thereinfacilities, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowingprepayment of Loans, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Loan pursuant to Section 2.10(a) shall be in an amount that would be permitted in the case is an integral multiple of an advance of a Borrowing of the same Type as $1,000,000 and not less than $5,000,000. Each prepayment shall be, unless otherwise provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be 2.10(c), (i) applied as directed by ratably to the Applicable Borrower Tranche A Lenders and each mandatory prepayment of a Term Loan Borrowing shall be applied the Tranche B Lenders in accordance with their respective Loans and (ii) applied to the remaining installments of the Tranche A Loans and the Tranche B Loans in inverse order of maturity. All prepayments made under this Section 2.08(c). Prepayments 2.10 shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and 2.12, (ii) break funding payments pursuant to the applicable Repayment Premium and (iii) any payment required by Section 2.132.15. (bc) In If, on any date, the event aggregate amount of Excess Proceeds of the Borrower and on each occasion that its Subsidiaries shall exceed $1,000,000, within three (i3) any Net Proceeds are received by or on behalf Business Days of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Eventsuch date, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, shall prepay the Obligations as set forth in Section 2.08(c)(i) below (Tranche A Loans, the Tranche B Loans and subject to Section 2.08(d)) the Tranche C Loans on a pro rata basis in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the entire amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Excess Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no which prepayment shall be required applied to the remaining installments of the Tranche A Loans, the Tranche B Loans and the Tranche C Loans in inverse order of maturity. (d) If, at any time, a Change in Control shall have occurred, the Borrower shall, within one Business Day thereof, prepay all Loans. (e) The application of any prepayment pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment Section 2.10 shall be required in an amount equal made, first, to such Net Proceeds that have not been so applied (subject Alternate Base Rate Loans and, second, to clause (ii) above); orEurodollar Loans.

Prepayment of Loans. (a) The Applicable Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with Section 2.11(e). (b) Except for Overadvances permitted under Section 2.5, in the provisions event and on such occasion that the total Revolving Exposure exceeds (x) the lesser of this (A) the aggregate Revolving Commitments and (B) the Borrowing Base, minus (y) the Commitment Reserves, the Borrowers shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by any Loan Party, prepay the Obligations as set forth in Section 2.08(a). 2.11(d) below in an aggregate amount equal to 100% of such Net Proceeds. (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to Collateral) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, if an Event of Default shall have occurred and is continuing, to cash collateralize outstanding LC Exposure in an amount equal to 105% of the LC Shortfall Amount. (e) The Applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyfacsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 10:00 a.m., New York City Chicago time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 10:00 a.m., New York City Chicago time, one (1) Business Day before the date of prepayment or (or such iii) in the case of prepayment of a Swingline Loan, not later time as approved by than 11:00 a.m., Chicago time, on the Administrative Agent)date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Loan Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Loan Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing Revolving Loan Borrowing, as applicable, of the same Type as provided in Section 2.022.2. Each voluntary prepayment of a Term Revolving Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Revolving Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions requirements of this Section 2.08(a2.09. (b) [Reserved] (c) In connection with any optional prepayment pursuant to Section 2.09(a). The Applicable , the Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyany approved form of electronic communication or otherwise in writing) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency BorrowingBenchmark Borrowing denominated in Dollars, not later than 11:00 a.m.12:00 p.m., New York City time, three (3) two Business Days before the date of prepayment, which prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or such later time as approved by or, if less, the Administrative Agententire principal amount thereof then outstanding) or and (ii) in the case of prepayment of an ABR BorrowingBorrowing of a Loan, not later than 11:00 a.m.12:00 p.m., New York City time, one (1) Business Day before the date of prepayment, which prepayment shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or such later time as approved by or, if less, the Administrative Agententire principal amount thereof then outstanding). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or Borrowings or portion thereof to be prepaid; provided that a notice of optional prepayment may state that such notice is conditioned conditional upon the effectiveness occurrence of other credit facilities or one or more other events an event specified therein, in which case such notice of prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to 12:00 noon New York City time, on the specified effective date) if such condition is not satisfied; provided further that each such notice must be in a form reasonably acceptable to the Administrative Agent. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.03(a). Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event2.11, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) except in the case of any event described in clause (1) or (2) partial prepayment of the definition of the term “Prepayment Event”ABR Loans, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment which interest shall be required pursuant to this paragraph in respect of payable on the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); ornext scheduled Interest Payment Date.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing the Loans in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone telecopy or electronic transmission (confirmed by telecopyincluding email) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, a notice of prepayment delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified thereinfacilities, in which case such notice may be revoked (including in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09) by the Applicable Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing Loan in whole or in part, without premium or penalty (but subject to (i) the premium set forth in Section 2.09(b2.16), (ii) in an aggregate principal amount that is an integral multiple of the break funding payments required by Section 2.13 Borrowing Multiple and (iii) not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with the provisions of this Section 2.08(a2.10(d). The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In The Borrower shall apply all Net Proceeds promptly upon receipt thereof to prepay Loans in accordance with clauses (c) and (d) of Section 2.10. (c) [Reserved]. (d) Notwithstanding any other provisions of this Section 2.11 to the event and on each occasion that contrary, (i) to the extent that any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment EventAsset Sale by a Subsidiary or would otherwise be required to be applied pursuant to Section 2.11(b) but is prohibited, restricted or delayed by applicable local law from being repatriated to the Netherlands, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds so affected will not be required to prepay be applied to repay Loans at the times provided in Section 2.11(b) but may be retained by the applicable Subsidiary for so long, but only so long, as the applicable local law will not permit repatriation to the Netherlands, and once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Proceeds will be promptly applied (net of additional Taxes payable or repurchase Permitted Pari Passu Secured Refinancing Debt andreserved against as a result thereof) to the repayment of the Loans pursuant to Section 2.11(b), to the extent such debt is provided therein, (xii) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent that the Borrower has determined in good faith that repatriation of any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount all of such Net Proceeds and (ythat would otherwise be required to be applied pursuant to Section 2.11(b) would have a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver material adverse Tax consequence with respect to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in so affected may be retained by the applicable Subsidiary (the Borrower hereby agreeing to cause the applicable Subsidiary to promptly use commercially reasonable efforts to take all actions within the reasonable control of the Borrower that are reasonably required to eliminate such certificate; providedTax effects), further, that and (iii) to the extent that the Borrower has determined in good faith based on the advice of counsel that the repatriation of any or all of such Net Proceeds therefrom that have not been so applied by would give rise to a risk of liability for the end directors of a Subsidiary, such 365 day period (or committed to be applied by Subsidiary may retain the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or.

Prepayment of Loans. (a) The Applicable Borrower Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions requirements of this Section 2.08(a). 2.10. (b) [Reserved]. (c) The Applicable Borrower Company shall notify the Administrative Agent by telephone (confirmed by telecopyhand delivery or fax) or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency LIBOR Borrowing, not later than 11:00 a.m., New York City time, three (3) one Business Days Day before the date of prepayment (or such later time shorter period as approved may be agreed to by the Administrative AgentAgent in writing) or and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved may be agreed to by the Administrative AgentAgent in writing). Each such notice shall be irrevocable and shall specify the prepayment date and date, the Borrowing or Borrowings to be prepaid, the principal amount of each such Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not, or is not expected to be, satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.02 (or, if less, the outstanding principal amount of the Loans). Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to 2.12. As provided in Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event2.01, the Borrower and Company may not reborrow any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower payments or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to prepayments made under this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orAgreement.

Prepayment of Loans. (a) The Applicable Borrower Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions requirements of this Section 2.08(a). 2.10. (b) [Reserved]. (c) The Applicable Borrower Company shall notify the Administrative Agent by telephone (confirmed by telecopyhand delivery or fax) or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency LIBOR Borrowing, not later than 11:00 a.m., New York City time, three (3) one Business Days Day before the date of prepayment (or such later time shorter period as approved may be agreed to by the Administrative AgentAgent in writing) or and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved may be agreed to by the Administrative AgentAgent in writing). Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not, or is not expected to be, satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.02 (or, if less, the outstanding principal amount of the Loans). Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to 2.12. As provided in Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event2.01, the Borrower and Company may not reborrow any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower payments or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to prepayments made under this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orAgreement.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (subject to (i) the premium set forth in requirements of Section 2.09(b2.13), (ii) the break funding payments required by Section 2.13 and (iii) subject to prior notice in accordance with paragraph (b) of this Section; provided that any such partial prepayment shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. Notwithstanding the foregoing provisions of this Section 2.08(a2.08 or anything in this Agreement or any other Loan Document to the contrary, if a Repricing Transaction is consummated prior to the date that is six (6) months after the Amendment No. 2 Effective Date, the Borrower agrees to pay to the Administrative Agent for the ratable account of each applicable Lender, on the date of effectiveness of such Repricing Transaction, a premium equal to 1.00% of the principal amount of the Term Loans prepaid in connection with such Repricing Event or, in the case of any amendment, 1.00% of the principal amount of the relevant Term Loans outstanding immediately prior to (and subject to) such amendment (including the principal amount of any Term Loans of any Non-Consenting Lender that is required to be assigned in accordance with Section 2.16(b) in connection with such amendment). In the event of any voluntary prepayment pursuant to this Section 2.08, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.08(b). (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) , other electronic transmission or delivery of written notice), telecopy or other electronic transmission of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before the date of prepayment or (or such iii) in the case of prepayment of a SOFR Borrowing, not later time as approved by than 1:00 p.m., New York City time, three U.S. Government Business Days before the Administrative Agent)date of prepayment,. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of optional prepayment may state that such notice is conditioned conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or one or more the receipt of the proceeds from the issuance of other events specified thereinIndebtedness, in which case such notice of prepayment may be revoked by the Applicable Borrower (by written notice to the Administrative Agent on or prior to the specified effective datedate of prepayment) if such condition is not satisfied; provided, further, notwithstanding anything to the contrary contained herein, Borrower shall remain liable for any fees loss, cost or expense of any failure to prepay (whether or not such condition is satisfied) in accordance with Section 2.13. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). . (c) Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to any costs incurred as contemplated by Section 2.13. (bd) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect Any prepayment of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required Loan pursuant to this paragraph in respect of the Net Proceeds Section 2.08 shall be applied as specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end Borrower in the applicable notice of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orprepayment.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (c) of this Section 2.08(aand, if applicable, payment of any break funding expenses under Section 2.16. (b) In the event and on such occasion that the aggregate Revolving Exposure of all Lenders exceeds the aggregate Revolving Commitments of all Lenders, the Borrower shall prepay the Revolving Loans, and/or cash collateralize LC Exposure in accordance with the procedures set forth in Section 2.6(j). , in an aggregate amount equal to such excess. (c) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 10:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR a CBFR Borrowing, not later than 11:00 10:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.9 or if such notice of prepayment is conditioned upon expressly made contingent on the effectiveness occurrence of some other credit facilities or one or more other events specified thereinevent, in which case then such notice of prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is revoked in accordance with Section 2.9 or such specified event does not satisfiedoccur. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each voluntary partial prepayment of any Borrowing made pursuant to this Section 2.11 shall be in an aggregate amount that would be permitted in the case is an integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02$100,000 and not less than $500,000. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued but unpaid interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Subject to any breakage funding costs payable pursuant to Section 2.16, the Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). without premium or penalty. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, which must be a Business Day, and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment of the Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified thereinas contemplated by Section 2.07(c), in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.11. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to the requirements of this Section and to the making of any payment required under Section 2.14. Notwithstanding any provision to the contrary herein, the Borrowers may elect to apply voluntary prepayments pursuant to this Section 2.09(a) (but not mandatory prepayments pursuant to Section 2.09(b)) to the 2018 Loans and the 2020 Loans in such amounts as may be specified in the notice given pursuant to paragraph (d) of this Section. (b) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Borrower or any Subsidiary in respect of any Disposition during a Mandatory Prepayment Period, the Borrowers shall, within five Business Days after such Net Proceeds are received by FCX, prepay Borrowings, ratably as required by paragraph (c) of this Section, in an aggregate amount equal to the lesser of (i) the premium set forth in Section 2.09(b), 50% of such Net Proceeds and (ii) such amount as will result in the break funding payments required Total Leverage Ratio, calculated on a pro forma basis as of the last day of the most recent fiscal quarter covered by consolidated financial statements delivered pursuant to Section 2.13 5.01(a) or 5.01(b) to give effect to such prepayment and to any Material Acquisition, Material Disposition, incurrence of Indebtedness or repayment of Indebtedness that has occurred thereafter (iii) prior notice in accordance accordance, as applicable, with the provisions last paragraph of the definition of Consolidated EBITDAX), to be no greater than 4.00 to 1.00. (c) Prior to any optional or mandatory prepayment of 2018 Loans or 2020 Loans hereunder, the Borrowers shall select the Borrowing or Borrowings of such Loans to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. In the event of any mandatory prepayment of Borrowings pursuant to paragraph (b) of this Section 2.08(a). made at a time when Borrowings of both 2018 Loans and 2020 Loans remain outstanding, the Borrowers shall select Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated between Borrowings of 2018 Loans and Borrowings of 2020 Loans pro rata based on the relative aggregate outstanding principal amounts thereof on the date of such prepayment. (d) The Applicable Borrower Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment and, to the extent practicable, any mandatory prepayment, hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified thereinprepaid and, in which the case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to mandatory prepayment, shall include a Borrowing, the Administrative Agent shall advise the Lenders reasonably detailed calculation of the contents thereofamount of such prepayment (including, if applicable, a calculation of the pro forma Total Leverage Ratio referred to in paragraph (b) of this Section). Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.11. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions requirements of this Section 2.08(a2.11. (b) [Reserved]. (c) In the event and on each occasion that any Net Proceeds (other than from Excluded Sources) are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, not later than the fifth Business Day following the day such Net Proceeds are received, prepay Term Loan Borrowings in an aggregate amount equal to 100% of the amount of such Net Proceeds; (d) [Reserved]. (e) Prior to any optional or mandatory prepayment of Borrowings under this Section 2.11, the Borrower shall, subject to the next sentence, specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to paragraph (f) of this Section 2.11. Notwithstanding the foregoing, any Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to this Section 2.11 (other than an optional prepayment pursuant to paragraph (a) of this Section 2.11, which may not be declined). , in which case the aggregate amount of the payment that would have been applied to prepay Term Loans but was so declined shall be retained by the Borrower. (f) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyhand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m.1:00 p.m., New York City timeLocal Time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City timeLocal Time, one (1) Business Day (or two Business Days, in the case of a mandatory prepayment) before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Term Loans pursuant to paragraph (a) of this Section 2.11 may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities or one or more other events specified therein, in which case such notice of prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (subject to (i) the premium set forth in requirements of Section 2.09(b2.13), (ii) the break funding payments required by Section 2.13 and (iii) subject to prior notice in accordance with paragraph (b) of this Section; provided that any such partial prepayment shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. Notwithstanding the foregoing provisions of this Section 2.08(a2.08 or anything in this Agreement or any other Loan Document to the contrary, if a Repricing Transaction is consummated prior to the date that is six (6) months after the Amendment No. 2 Effective Date, the Borrower agrees to pay to the Administrative Agent for the ratable account of each applicable Lender, on the date of effectiveness of such Repricing Transaction, a premium equal to 1.00% of the principal amount of the Term Loans prepaid in connection with such Repricing Event or, in the case of any amendment, 1.00% of the principal amount of the relevant Term Loans outstanding immediately prior to (and subject to) such amendment (including the principal amount of any Term Loans of any Non-Consenting Lender that is required to be assigned in accordance with Section 2.16(b) in connection with such amendment). In the event of any voluntary prepayment pursuant to this Section 2.08, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.08(b). (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) , other electronic transmission or delivery of written notice), telecopy or other electronic transmission of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or or, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before the date of prepayment or (or such iii) in the case of prepayment of a SOFR Borrowing, not later time as approved by than 1:00 p.m., New York City time, three U.S. Government Business Days before the Administrative Agent)date of prepayment,. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of optional prepayment may state that such notice is conditioned conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or one or more the receipt of the proceeds from the issuance of other events specified thereinIndebtedness, in which case such notice of prepayment may be revoked by the Applicable Borrower (by written notice to the Administrative Agent on or prior to the specified effective datedate of prepayment) if such condition is not satisfied; provided, further, notwithstanding anything to the contrary contained herein, Borrower shall remain liable for any fees loss, cost or expense of any failure to prepay (whether or not such condition is satisfied) in accordance with Section 2.13. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). . (c) Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to any costs incurred as contemplated by Section 2.13. (bd) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect Any prepayment of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required Loan pursuant to this paragraph in respect of the Net Proceeds Section 2.08 shall be applied as specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end Borrower in the applicable notice of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orprepayment.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with this Section. (b) In the provisions event and on each occasion that Net Proceeds in the form of cash or cash equivalents are received by or on behalf of the Borrower or any Subsidiary (with respect to a Permitted Asset Sale), the Borrower shall make payment to the Agent of the amount(s), required in order for the transaction in question to comply with the definition of a "Permitted Asset Sale" in Section 1.01, as and when such payments are required in order to maintain such compliance. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section 2.08(a). Section; provided that each prepayment of Borrowings shall be applied to prepay ABR Borrowings before any other Borrowings. (d) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment may state that be revoked if such notice of termination is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) telecopy or electronic mail of any prepayment hereunder (i) in the case of prepayment of a Term SOFR Borrowing, not later than 11:00 a.m., New York City time, three (3) U.S. Government Securities Business Days before the date of prepayment, (ii) in the case of a prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three four (34) Business Days (or five (5) Business Days in the case of a Special Notice Currency) before the date of prepayment and (or such later time as approved by the Administrative Agent) or (iiiii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary Subject to Sections 2.18 and 2.19, each prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.11 and (ii) any break funding payments pursuant to required by Section 2.132.14. (bc) In Subject to Section 2.19, if the event and on each occasion Administrative Agent notifies the Company at any time that (i) any Net Proceeds are received by or on behalf the outstanding amount of Irish Holdco or any of its Restricted Subsidiaries all Loans at such time exceeds the Commitments then in respect of any Prepayment Eventeffect due to foreign currency fluctuations, the Borrower and any Additional Borrower shallthen, within five two (52) Business Days after receipt of such Net Proceeds are receivednotice, the Borrowers shall prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) Loans in an aggregate amount equal sufficient to 100% reduce the outstanding Loans as of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right date of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum 100% of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) Commitments then in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); oreffect.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone telephone, facsimile or electronic mail (and, in the case of telephonic notice, promptly confirmed by telecopyhand delivery, facsimile or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time shorter notice as approved by may be satisfactory to the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time shorter notice as approved by may be satisfactory to the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities or one or more other events specified thereinan event, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued and unpaid interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as provided in Section 2.16), subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). 2.11. (b) The Applicable Borrower shall notify may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that such notice must be received by telephone (confirmed by telecopy) of any prepayment hereunder the Administrative Agent (i) in the case of prepayment of a Eurocurrency BorrowingTerm SOFR Loans, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR BorrowingBase Rate Loans or Daily SOFR Loans, not later than 11:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, a notice Notice of prepayment Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or one the occurrence of some other identifiable event or more other events specified thereincondition, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to the prepayment of a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each voluntary Subject to Section 2.20, each prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied applicable Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. Any portion of the Term Loan that is prepaid may not be reborrowed. (bc) In Notwithstanding anything to the event and on each occasion that (i) contrary contained herein, if at any Net Proceeds are received by or on behalf time the aggregate Revolving Credit Exposure of Irish Holdco or any all Revolving Lenders exceeds the aggregate amount of its Restricted Subsidiaries in respect of any Prepayment Eventthe Revolving Commitments, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, shall immediately upon demand prepay Loans and/or Cash Collateralize the LC Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceedsexcess; provided that: (1) provided, however, that the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount shall not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required to Cash Collateralize the LC Obligations pursuant to this paragraph Section 2.11(c) unless after the prepayment in respect full of the Net Proceeds specified in such certificate; provided, further, that to Revolving Loans the extent aggregate Revolving Credit Exposure of any such Net Proceeds therefrom that have not been so applied by all Revolving Lenders exceeds the end of such 365 day period (or committed to be applied by the end aggregate amount of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required Revolving Commitments then in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); oreffect.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or other electronic imaging means (e.g. “pdf” or “tif” format)) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that provided, that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of any Commitments as contemplated by Section 3.03, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 3.03. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.133.07. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 2.15 and (iii) subject to prior notice in accordance with the provisions of this Section 2.08(a2.10(a)(ii). The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopya notice which must be in a form acceptable to the Administrative Agent) of any prepayment hereunder under this Section 2.10(a) (iA) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., 12:00 noon (New York City time), three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (iiB) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., 1:00 p.m. (New York City time), one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment of the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness incurrence of other credit facilities or one or more other events specified thereinIndebtedness, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each partial prepayment of any Borrowing shall be in an aggregate amount not less than $50,000,000 and integral multiples of $10,000,000 in excess thereof. (b) Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section. (ib) In the premium set forth event and on each occasion that the sum of the Revolving Exposures exceeds the total Commitments, the Borrower shall prepay Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance an account with the provisions of this Co-Administrative Agent pursuant to Section 2.08(a2.04(j). ) in an aggregate amount equal to such excess. (c) The Applicable Borrower shall notify the Co-Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 10:00 a.m., New York City time, one (1) on the same Business Day before as the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified thereinprepaid and, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance a mandatory prepayment, a reasonably detailed calculation of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) prepayment; provided that, if a fraction, the numerator notice of which optional prepayment is the outstanding principal amount given in connection with a conditional notice of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum termination of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, Commitments as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orcontemplated by

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section. (ib) In the premium set forth event and on each occasion that the Aggregate Revolving Exposure exceeds the Aggregate Revolving Commitment, the Borrower shall, within one Business Day of receiving written notice of such excess from the Paying Agent, prepay Revolving Borrowings or Swingline Loans (or deposit cash collateral in Section 2.09(b), (ii) an account with the break funding payments required by Section 2.13 and (iii) prior notice Paying Agent in accordance with Section 2.05(i)) in an aggregate amount equal to such excess. (c) The Borrower shall give notice (which notice may be given by telephone, to be confirmed in writing by hand delivery, facsimile or electronic transmission of a “pdf” or similar copy) to the provisions Paying Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) of any optional prepayment under paragraph (a) of this Section 2.08(a). The Applicable Borrower shall notify and, to the Administrative Agent by telephone extent practicable, any mandatory prepayment under paragraph (confirmed by telecopyb) of any prepayment hereunder this Section (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m.12:00 p.m., New York City Pacific time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, (ii) in the case of prepayment of an ABR a Base Rate Revolving Borrowing, not later than 11:00 a.m., New York City Pacific time, one (1) Business Day before on the date of prepayment (which shall be a Business Day) or such (iii) in the case of prepayment of a Swingline Loan, not later time as approved by than 12:00 p.m., Pacific time, on the Administrative Agentdate of prepayment (which shall be a Business Day). Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that a notice of prepayment of any Borrowings pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Paying Agent on or prior to the specified effective datedate of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to a BorrowingSwingline Loans), the Administrative Paying Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. , except as necessary to apply fully the required amount of a mandatory prepayment. (d) Each voluntary prepayment of a Term Loan Revolving Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)such Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event2.12 and, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower2.15, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (without premium or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orpenalty.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing made by it in whole or in part, subject to (i) the without premium or penalty, except as set forth in Section 2.09(b2.12(e) (and subject to Section 2.18), (ii) the break funding payments required by Section 2.13 and (iii) subject to prior notice in accordance with the provisions paragraph (c) of this Section 2.08(a2.12. (b) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (c) of this Section 2.12. Each optional or mandatory prepayment of Term Loans shall be applied ratably to the Term Loans (based on the respective outstanding principal amounts thereof unless, in the case of Extended Term Loans, Incremental Term Loans or Replacement Term Loans, the applicable Permitted Amendment specifies a less favorable treatment). ; provided, that prepayments of Term Loans made with the proceeds of any Replacement Term Loans and Permitted Term Loan Refinancing Indebtedness shall be applied in accordance with Section 2.14(d). (c) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile or, in accordance with the second paragraph of Section 9.1, e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time and/or date as approved may be agreed by the Administrative Agent) Agent in its reasonable discretion), or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time and/or date as approved may be agreed by the Administrative AgentAgent in its reasonable discretion). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided provided, that a any notice of prepayment may state that such notice is be conditioned upon the effectiveness of other credit facilities or one any other financing, Disposition, sale or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedtransaction. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c)2.5. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and 2.15. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. In the event the Borrower fails to specify the Borrowings to which any such voluntary prepayment shall be applied, such prepayment shall be applied to prepay the Term Borrowings ratably in accordance with paragraph (iib) break funding payments pursuant of this Section 2.12 (unless, with respect to Section 2.13a Class of Term Loans, the applicable Permitted Amendment specifies a less favorable treatment). (bd) Notwithstanding anything to the contrary set forth in this Agreement (including the penultimate sentence of Section 2.12(c) or Section 2.20(c)) or any other Loan Document, the Purchasing Borrower Parties shall have the right at any time and from time to time to purchase Term Loans by way of assignment in accordance with Section 9.4(g), including pursuant to a Dutch Auction in accordance with Section 2.12(f). (e) In the event and on each occasion that that, prior to the third anniversary of the Closing Date, the Borrower (i) makes any Net Proceeds are received by repayment, prepayment, purchase or buyback of Junior Lien Term Loans made on behalf of Irish Holdco the Closing Date pursuant to Section 2.12(a), 2.14(a) or 2.14(d) or (ii) requires any of Non-Consenting Lender to assign its Restricted Subsidiaries in respect of any Prepayment EventLoans pursuant to Section 2.21(c), the Borrower and any Additional Borrower shallshall pay to the Administrative Agent, within five for the ratable account of each of the applicable Junior Lien Term Lenders (5) Business Days after such Net Proceeds are received, prepay in the Obligations as set forth in Section 2.08(c)(i) below case of clause (and subject to Section 2.08(di)) or each such Non-Consenting Lender (in the case of clause (ii)) if such prepayment, repayment or purchase, or such assignment, as applicable, is made (A) on or prior to the first anniversary of the Closing Date, in the case of clause (i), a prepayment premium in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product sum of (x) 3.00% of the principal amount of such Net Proceeds and the Term Loans so prepaid, repaid or purchased, plus (y) the then present value of the required interest payments not yet made (assuming for this purpose an interest rate equal to the Adjusted LIBO Rate for a fractionEurodollar Loan with a one-month Interest Period made on the date of such prepayment, repayment or purchase plus the numerator Applicable Margin with respect thereto) on the principal amount of which is the Term Loans that but for such prepayment, repayment or purchase, would have been payable through the first anniversary of the Closing Date pursuant to Section 2.15, calculated using a discount rate equal to the Treasury Rate as of the date of such prepayment, repayment, purchase or assignment plus 50 basis points, and in the case of clause (ii), a prepayment premium in an amount equal to the sum of (x) 3.00% of the aggregate principal amount of the applicable Term Loans of each such Non-Consenting Lender outstanding immediately prior to such assignment plus (y) the then present value of the required interest payments not yet made (assuming for this purpose an interest rate equal to the Adjusted LIBO Rate for a Eurodollar Loan with a one-month Interest Period made on the date of such assignment plus the Applicable Margin with respect thereto) on the principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or Term Loans that but for such Alternative Incremental Facility Indebtednessassignment, as applicable, and would have been payable to such Non-Consenting Lender in respect of such Term Loans through the denominator of which is the sum first anniversary of the outstanding principal amount Closing Date pursuant to Section 2.15, calculated using a discount rate equal to the Treasury Rate as of the date of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtednessprepayment, as applicablerepayment, purchase or assignment plus 50 basis points, (B) after the first anniversary and on or prior to the outstanding principal amount second anniversary of Term Loans; and the Closing Date (2x) in the case of any event described in clause (1) or (2) i), a prepayment premium of 3.00% of the definition aggregate principal amount of the term “Prepayment Event”Junior Lien Term Loans so being prepaid, if Irish Holdco shall deliver repaid or purchased and (y) in the case of clause (ii), an amount equal to 3.00% of the aggregate principal amount of the applicable Term Loans of such Non-Consenting Lenders outstanding immediately prior to such assignment and (C) after the second anniversary and on or prior to the Administrative Agent third anniversary of the Closing Date, (I) in the case of clause (i) a certificate prepayment premium of a Financial Officer 1.00% of the aggregate principal amount of Junior Lien Term Loans so being prepaid, repaid or purchased and (II) in the case of clause (ii) an amount equal to 1.00% of the aggregate principal amount of Junior Lien Term Loans of such Non-Consenting Lenders outstanding immediately prior to such assignment. (f) Notwithstanding anything to the effect that Irish Holdco contrary contained in this Section 2.12 or its Restricted Subsidiaries intend to apply any other provision of this Agreement and without otherwise limiting the Net Proceeds from such event (rights in respect of prepayments of the Term Loans, so long as no Default or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required any Purchasing Borrower Party may repurchase outstanding Term Loans in negotiated open market purchases pursuant to Section 9.4(g) or pursuant to this paragraph in respect Section 2.12(f) on the following basis: (i) Any Purchasing Borrower Party may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Net Proceeds specified Term Loans of a Class (the “Subject Class”) by providing written notice to the Administrative Agent (for distribution to the Lenders) of the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $5.0 million with minimum increments of $1.0 million (the “Auction Amount”), and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction; (ii) In connection with any Auction, each Term Loan Lender may, in its sole discretion, participate in such certificateAuction and may provide the Administrative Agent with a notice of participation (the “Return Bid”), which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a price discounted to par that must be expressed as a price (the “Reply Discount Price”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1.0 million or in an amount equal to the Term Loan Lender’s entire remaining amount of such Loans (the “Reply Amount”). Term Loan Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Loan Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Assumption in a form reasonably acceptable to the Administrative Agent; (iii) Based on the Reply Discount Prices and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Borrower, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount Price for which a Purchasing Borrower Party can complete the Auction at the Auction Amount; provided, that, in the event that the Reply Amounts are insufficient to allow such Purchasing Borrower Party to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), such Purchasing Borrower Party shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount Price. Any Purchasing Borrower Party shall purchase Term Loans (or the respective portions thereof) from each Term Loan Lender with a Reply Discount Price that is equal to or less than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Borrower shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due; (iv) Once initiated by an Auction Notice, no Purchasing Borrower Party may withdraw an Auction without the consent of the Administrative Agent other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Loan Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. Each purchase of Term Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of the Applicable Discount referred to above) established by the Administrative Agent and agreed to by the Borrower; and (v) The repurchases by any Purchasing Borrower Party of Term Loans pursuant to this Section 2.12(f) shall be subject to the extent of any such Net Proceeds therefrom that have not been so applied by following conditions: (A) the end of such 365 day period (or committed Auction is open to be applied by the end all Term Loan Lenders of the 365 day period Subject Class on a pro rata basis, (B) no Default or Event of Default has occurred or is continuing or would result therefrom, (C) the applicable Assignment and applied within 180 days after Assumption shall include a customary “big boy” representation from each of the end of such 365 day period), at which time a prepayment Purchasing Borrower Party and the Qualifying Lender (it being agreed that no Purchasing Borrower Party shall be required in an amount equal to such Net Proceeds that have not been so applied make a representation as to absence of MNPI) and (subject D) any Term Loans repurchased pursuant to clause (iithis Section 2.12(f) above); orshall be automatically and permanently canceled upon acquisition thereof by the Purchasing Borrower Party.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing Loans in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency BorrowingEurodollar Loan, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR BorrowingLoan, not later than 11:00 a.m., a.m. New York City time, time one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable irrevocable, in a form reasonably acceptable to the Administrative Agent and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof the Loans to be prepaid and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans; provided that if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereofthereof and of the amount of such Lender’s ratable share of such prepayment. Each partial prepayment of any Borrowing Loans shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orSection

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (d) of this Section 2.08(a). Section. (a) [Reserved]. (b) [Reserved]. (c) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed a written notice signed by telecopy) a Financial Officer on behalf of the Borrower of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency LIBOR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three (3) Business Days before the date of such prepayment (or such later time as approved by the Administrative Agentsoon thereafter as practicable) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a any notice of prepayment under paragraph (a) of this Section delivered by the Borrower may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an [[DMS:5352758v9:6/11/2020 5:16:46 PM advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest ratably to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) Loans included in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orprepaid Borrowing.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing the Loans in whole or in part, without premium or penalty, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyelectronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified thereinanother transaction, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Term Loan Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Term Loan Borrowing shall be in an amount that would be permitted in the case of an advance of a Term Loan Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions of this Section 2.08(a2.11(a). The Applicable Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (or such iii) in the case of prepayment of a Swingline Loan, not later time as approved by than 12:00 noon, New York City time, on the Administrative Agent)date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events transactions specified therein, in which case such notice may be revoked by the Applicable Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c)Company. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.13 and (ii) break funding payments pursuant to the extent required by Section 2.132.16. (b) In the event and on each occasion that If at any time, (i) any Net Proceeds are received by or on behalf other than as a result of Irish Holdco or any of its Restricted Subsidiaries fluctuations in respect of any Prepayment Eventcurrency exchange rates, the Borrower and any Additional Borrower shallsum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, within five with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments or (5ii) Business Days after such Net Proceeds are receivedsolely as a result of fluctuations in currency exchange rates, prepay the Obligations as set forth in Section 2.08(c)(isum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (so calculated) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100exceeds 105% of such Net Proceeds; provided that: (1) the Borroweraggregate Revolving Commitments, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, Borrowers shall in each case immediately repay Revolving Borrowings or cash collateralize LC Exposure in an amount not account with the Administrative Agent pursuant to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility IndebtednessSection 2.06(j), as applicable, and the denominator of which is the sum of the outstanding in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and all Revolving Credit Exposures (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventoryso calculated) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that less than or equal to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); oraggregate Revolving Commitments.

Prepayment of Loans. (ai) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing Loan in whole or in part, without premium or penalty (except as provided in Section 2.11(a)(ii) and subject to (i) the premium set forth in Section 2.09(b2.16), (ii) in an aggregate principal amount that is an integral multiple of the break funding payments required by Section 2.13 Borrowing Multiple and (iii) not less than the Borrowing Minimum or, if less, the amount outstanding, upon prior notice in accordance with the provisions of this Section 2.08(a). The Applicable Borrower shall notify to the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (ix) in the case of prepayment of a Eurocurrency Borrowingan ABR Loan, not later less than 11:00 a.m., New York City time, three (3) one Business Days before Day prior to the date of prepayment and (or such later time as approved by the Administrative Agent) or (iiy) in the case of prepayment of an ABR BorrowingEurocurrency Loans, not later less than 11:00 a.m., New York City time, one (1) three Business Day before Days prior to the date of prepayment (prepayment, which notice shall be irrevocable except to the extent conditioned on a refinancing of all or such later time as approved by any portion of the Administrative Agent)Facilities. Each such notice shall be irrevocable signed by a Responsible Officer of the Borrower and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Class(es) and the Type(s) of Loans to be prepaid and, if Eurocurrency Loans are to be prepaid; provided that a notice , the Interest Period(s) of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. (ii) In the event that (a) any Term B Loan is voluntarily repaid (including with the proceeds of any Refinancing Term Loans incurred under Section 2.22) pursuant to Section 2.11(a)(i) (other than a prepayment of Term B Loans in full (but not in part) on or prior to the specified effective datethree (3) if such condition month anniversary of the Closing Date that is not satisfied. Promptly following receipt made in connection with a Refinancing of the Term B Loans with other debt financing of the Borrower) or (b) any Term B Loan is repaid through any amendment, amendment and restatement or other modification of this Agreement which reduces the Applicable Margin with respect to any Term B Loans (any such notice relating to a Borrowingrepaid Term B Loans, the Administrative Agent “Repaid Term Loans”), in each case on or prior to the date that is three years and six months after the Closing Date, in whole or in part, the Borrower shall advise pay to the Lenders having such Repaid Term Loans a prepayment premium equal to: (A) the Applicable Premium as of the contents thereof. Each partial date of such prepayment, if the date of such prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest occurs on or prior to the extent required by Section 2.10 date that is one (1) year and six (ii6) break funding payments pursuant months after the Closing Date, (B) 3.00%, if the date of such prepayment occurs after the date that is one (1) year and six months after the Closing Date but on or prior to Section 2.13the date that is two (2) years and six (6) months after the Closing Date, (C) 2.00%, if the date of such prepayment occurs after the date that is two (2) years and six (6) months after the Closing Date, but on or prior to the date that is three (3) years and six (6) months after the Closing Date, and (D) 1.00%, if the date of such prepayment occurs after the date that is three (3) years and six (6) months after the Closing Date, but on or prior to the date that is four (4) years and six (6) months after the Closing Date. (b) In Subject to Sections 2.11(f) and (g), the event Borrower shall apply all Net Proceeds promptly upon receipt thereof to prepay Term Loans in accordance with Sections 2.10(c) and on each occasion that (d). (c) Subject to Section 2.11(f), commencing with the first full fiscal quarter of the Borrower after the later of (i) any Net Proceeds are received by or on behalf the Commencement of Irish Holdco or any Operations and (ii) the repayment in full of its Restricted Subsidiaries in respect of any Prepayment Eventthe Bridge Funds, the Borrower and any Additional Borrower shall, with respect to each fiscal quarter until the Offer End Date, offer, within five (5) Business Days after financial statements are delivered under Section 5.04 with respect to such Net Proceeds are receivedfiscal quarter, prepay to ratably repay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) Term Loans at par, in an aggregate principal amount equal to 100% of the Club Excess Cash Flow received by the Borrower in respect of such Net Proceeds; provided that:fiscal quarter (such offers, the “Club Cash Flow Offers”). (1d) Subject to Sections 2.11(f) and (g), within five (5) Business Days after financial statements are delivered under Section 5.04(a) with respect to each Consolidated Excess Cash Flow Period, the BorrowerBorrower shall calculate Consolidated Excess Cash Flow for such Consolidated Excess Cash Flow Period and shall offer, any Additional Borrower or any New Notes Issuer may use a portion of with respect to such Net Proceeds Consolidated Excess Cash Flow Period, to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (xTerm Loans at par in accordance with Sections 2.10(c) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunderd), any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not equal to exceed (i) the product Required Percentage of such Consolidated Excess Cash Flow minus (ii) the sum of (xA) the amount of any voluntary prepayments during such Net Proceeds Consolidated Excess Cash Flow Period of Term Loans (and with respect to the first Consolidated Excess Cash Flow Period, plus the amount of any voluntary prepayments of Term Loans made prior to such Consolidated Excess Cash Flow Period) and (yB) a fractionthe amount of any permanent voluntary reductions during such Consolidated Excess Cash Flow Period of Incremental Revolving Facility Commitments to the extent that an equal amount of Incremental Revolving Facility Loans was simultaneously repaid (such offers, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment EventConsolidated Excess Cash Flow Offers”, if Irish Holdco shall and, together with the Club Cash Flow Offers, the “Cash Flow Offers”). Not later than the date on which the making of a Consolidated Excess Cash Flow Offer is required pursuant to the foregoing sentence for each applicable Consolidated Excess Cash Flow Period, the Borrower will deliver to the Administrative Agent a certificate of signed by a Financial Officer of the Borrower setting forth the amount, if any, of Consolidated Excess Cash Flow for such Consolidated Excess Cash Flow Period and the calculation thereof in reasonable detail. (e) If the Administrative Agent notifies the Borrower at any time that the Incremental Revolving Facility Credit Exposure at such time exceed an amount equal to 105% of the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified Incremental Revolving Facility Commitments then in such certificate)effect, then, within 365 days two Business Days after receipt of such Net Proceedsnotice, the Borrower shall (at the Borrower’s option) prepay Incremental Revolving Facility Loans and/or the Swingline Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to consummate a Permitted Acquisition or reduce the Incremental Revolving Facility Credit Exposure as of such date of payment to otherwise acquire an amount not to exceed 100% of the Incremental Revolving Facility Commitments then in effect. The Administrative Agent may, at any time and from time to time after any such initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (or replace or rebuildf) real propertyAnything contained herein to the contrary notwithstanding, equipment or other tangible assets (excluding inventory) to be used in the business event the Borrower is required to (x) make any mandatory prepayment or (y) make a Cash Flow Offer to prepay the Term Loans under Section 2.11(c) or (d) (each such prepayment, a “Waivable Mandatory Prepayment”), on or prior to the date (the “Offer Date”) on which the Borrower is otherwise required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of Irish Holdco and/or its Restricted Subsidiariesthe amount of such prepayment, and certifying the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse (in the case of Section 2.10(a) or 2.11(b)) or accept (in the case of Section 2.11(c) or (d)) such amount. Each such Lender may exercise each of such options by giving written notice to the Administrative Agent of its election to do so on or before the second Business Day after the Offer Date (it being understood and agreed that no Event any Lender which does not notify the Administrative Agent, on or before the third Business Day after the Offer Date, of Default has occurred and is continuing, then no prepayment such Lender’s election to exercise the applicable option shall be required pursuant deemed to this paragraph have elected, as of such date, not to exercise the option in respect of a prepayment under Section 2.10(a) or 2.11(b) (and thus to accept such prepayment) and to exercise the Net Proceeds specified option in such certificate; providedrespect of a prepayment under Section 2.11(c) or (d) (and thus to accept a Cash Flow Offer), furtheras the case may be). On the third Business Day after the Offer Date, that the Borrower shall pay to the extent Administrative Agent the amount of any such Net the Waivable Mandatory Prepayment less the amount of Declined Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to Declined Excess Cash Flow, as applicable, which amount shall be applied by the end Administrative Agent to prepay the Term Loans of those Lenders that have elected, or are deemed to have elected, as the 365 day period and applied within 180 days after the end of case may be, to accept such 365 day period), at Waivable Mandatory Prepayment (which time a prepayment shall be applied to the scheduled installments of principal of the Term Loans in the applicable Class(es) of Term Loans in accordance with paragraphs (c) and (d) of Section 2.10), and the Borrower may retain a portion of the Waivable Mandatory Prepayment in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to decline or reject such Waivable Mandatory Prepayment (such declined or rejected amounts, in the case of prepayments under Section 2.10(a) or 2.11(b), the “Declined Proceeds”, and, in the case of Club Excess Cash Flow and Consolidated Excess Cash Flow the offer for which is not accepted, the “Declined Excess Cash Flow”). Such Declined Proceeds or Declined Excess Cash Flow retained by the Borrower may be used for any purpose not otherwise prohibited by this Agreement. (g) Notwithstanding any other provisions of this Section 2.11 to the contrary, (i) to the extent that any Net Proceeds of any Asset Sale by a Foreign Subsidiary or Consolidated Excess Cash Flow attributable to a Foreign Subsidiary is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Consolidated Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.11(b) or (d) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly use commercially reasonable efforts to take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Consolidated Excess Cash Flow is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Proceeds or Consolidated Excess Cash Flow will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to Section 2.11(b) or (d), to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any or all of such Net Proceeds or Consolidated Excess Cash Flow would have a material adverse tax cost consequence with respect to such Net Proceeds or Consolidated Excess Cash Flow, the Net Proceeds or Consolidated Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this Section 2.11(g)(ii), on or before the date on which any Net Proceeds or Consolidated Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.11(b) or (d), (x) the Borrower applies an amount equal to such Net Proceeds or Consolidated Excess Cash Flow to such prepayments as if such Net Proceeds or Consolidated Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have not been so payable or reserved against if such Net Proceeds or Consolidated Excess Cash Flow had been repatriated (or, if less, Net Proceeds or Consolidated Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Proceeds or Consolidated Excess Cash Flow is applied (subject to clause (ii) above); orthe permanent repayment of Indebtedness of a Foreign Subsidiary, if any.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (e) of this Section. (b) Except for Overadvances permitted under Section 2.08(a). 2.05, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall first, prepay the Revolving Loans and/or Swingline Loans and, second, after all outstanding Loans have been prepaid, cash collateralize outstanding LC Exposure, in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the Borrower shall, immediately after such Net Proceeds are received by any Loan Party, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Proceeds. (d) All such amounts pursuant to Section 2.11(c) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swing Line Loans) without a corresponding reduction in the Revolving Commitment. (e) The Applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyfacsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 10:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 10:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Revolving Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Revolving Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or. 509265-1423-11080-10355930

Prepayment of Loans. (a) The Applicable Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (c) of this Section. In the event and on such occasion that (i) the premium set forth in Section 2.09(b)total Revolving Exposures exceeds the total Revolving Commitments, (ii) the break funding payments required by Section 2.13 and total Credit Exposures of any other Class exceeds the total Commitments of such Class or (iii) prior the Aggregate Credit Exposure exceeds the lesser of (A) the sum of (1) the Borrowing Base then in effect and (2) the Protective Advance Exposures and (B) the Aggregate Commitments then in effect, the Company shall, on the third Business Day after notice thereof from the Administrative Agent has been delivered to the Company, first, prepay any Protective Advances that may be outstanding and, second, prepay such outstanding Borrowing or Borrowings of the applicable Class as the Company may elect in accordance with an aggregate amount equal to the provisions amount of this Section 2.08(a). such excess; provided that if the total Credit Exposures of any Class exceeds the total Commitments of such Class solely as a result of currency fluctuations, the Company shall not be required to prepay the excess until such time as the total Credit Exposures of such Class exceeds 105% of the total Commitments of such Class, in which case such excess shall be paid on the third Business Day after notice from the Administrative Agent is delivered to the Company. (b) [reserved]. (c) The Applicable applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (Eurodollar or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR CDOR Rate Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment and (ii) in the case of prepayment of an ABR or such Canadian Prime Rate Borrowing, not later time as approved by than 11:00 a.m., New York City time, on the Administrative Agent)date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and the applicable currency of such Borrowing; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the participating Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Class and Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing (other than a prepayment of the Loans of a Defaulting Lender pursuant to Section 2.18(c)) shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed a written notice signed by telecopy) a Financial Officer on behalf of the Borrower of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency LIBOR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment of Borrowings pursuant to this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest ratably to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) Loans included in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orprepaid Borrowing.

Prepayment of Loans. (a) The Applicable Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (c) of this Section. In the event and on such occasion that (i) the premium set forth in Section 2.09(b)total Revolving Exposures exceeds the total Revolving Commitments, (ii) the break funding payments required by Section 2.13 and total Credit Exposures of any other Class exceeds the total Commitments of such Class or (iii) prior the Aggregate Credit Exposure exceeds the lesser of (A) the sum of (1) the Borrowing Base then in effect and (2) the Protective Advance Exposures and (B) the Aggregate Commitments then in effect, the Company shall, on the third Business Day after notice thereof from the Administrative Agent has been delivered to the Company, first, prepay any Protective Advances that may be outstanding and, second, prepay such outstanding Borrowing or Borrowings of the applicable Class as the Company may elect in accordance with an aggregate amount equal to the provisions amount of this Section 2.08(a). such excess; provided that if the total Credit Exposures of any Class exceeds the total Commitments of such Class solely as a result of currency fluctuations, the Company shall not be required to prepay the excess until such time as the total Credit Exposures of such Class exceeds 105% of the total Commitments of such Class, in which case such excess shall be paid on the third Business Day after notice from the Administrative Agent is delivered to the Company. (b) [reserved]. (c) The Applicable applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (EurodollarTerm SOFR or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR CDOR Rate Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment and (ii) in the case of prepayment of an ABR or such Canadian Prime Rate Borrowing, not later time as approved by than 11:00 a.m., New York City time, on the Administrative Agent)date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and the applicable currency of such Borrowing; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the participating Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Class and Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing (other than a prepayment of the Loans of a Defaulting Lender pursuant to Section 2.18(c)) shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing Loan in whole or in part, without premium or penalty (but subject to (i) the premium set forth in Section 2.09(bSectionSections 6.17 and 3.05), (ii) in an aggregate principal amount that is an integral multiple of the break funding payments required by Section 2.13 Borrowing Multiple and (iii) not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with the below, which notice shall be irrevocable except to the extent conditioned on a refinancing of all or any portion of the Facilities or, the consummation of a transaction constituting a Change in Control, the occurrence of any Borrowing made for purposes of complying with the provisions of Section 6.17 or the consummation of the Matane Disposition. Each prepayment made pursuant to this Section 2.08(a2.11(a) shall be made upon notice to the Administrative Agent, which may be given by telephone (and if in writing shall be appropriately signed by a Responsible Officer of such Borrower). The Applicable Borrower shall notify , which notice must be received by the Administrative Agent by telephone not later than 1:00 p.m., Local Time (confirmed by telecopyx) of three Business Days prior to any prepayment hereunder (i) in the case date of prepayment of a Eurocurrency BorrowingEurodollar Rate Loans denominated in Dollars, not later than 11:00 a.m., New York City time, three (3y) four Business Days before prior to any date of prepayment of Eurodollar Rate Loans denominated in a Foreign Currency and (z) on the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)Base Rate Loans. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment, the applicable Facility and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid; provided that a , the Interest Period(s) and currency of such Loans. Each telephonic notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable applicable Borrower (pursuant to this Section 2.11(a) must be confirmed promptly by notice delivery to the Administrative Agent of a written prepayment notice, appropriately completed and signed by a Responsible Officer of such Borrower. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on or prior such Lender’s percentage (carried out to the specified effective dateninth decimal place) if such condition is not satisfiedof the applicable Facility). Promptly following receipt of any If such notice relating to a Borrowingis given by the applicable Borrower, such Borrower shall make such prepayment and the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing payment amount specified in such notice shall be in an amount that would be permitted in due and payable on the case of an advance of a Borrowing of the same Type as provided in Section 2.02date specified therein. Each voluntary Any prepayment of a Term Eurodollar Rate Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with under this Section 2.08(c). Prepayments 2.11 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (b) The applicable Borrower shall apply all Net Proceeds of any Refinancing Debt constituting (i) accrued interest Refinancing Term Loans or Refinancing Notes promptly upon receipt thereof to the extent required by prepay Loans in accordance with paragraphparagraphs (b)(i) and (c)(i) of Section 2.10 and (ii) break funding payments pursuant to Refinancing Revolving Facilities in accordance with paragraph (b) of Section 2.132.08. (bc) In Products shall apply all Net Proceeds (other than Net Proceeds of any Refinancing Debt, and subject to clause (z)(III) of the event and on each occasion that last proviso to clause (i) any of the definition of Net Proceeds are received by or on behalf Proceeds) promptly upon receipt thereof to prepay Term Loans in accordance with paragraphs (b)(ii) and (c)(i) of Irish Holdco or any of its Restricted Subsidiaries in respect Section 2.10. (d) Prepayments of any Prepayment EventTerms Loans will be (a) net of any additional Taxes paid, or estimated by Holdings in good faith to be payable, as a result of the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount repatriation of such Net Proceeds and (yb) limited to the extent that Holdings determines in good faith (in consultation with the Administrative Agent) that such prepayments would result in material adverse Tax consequences or would be prohibited or restricted by applicable Requirement of Law; provided that (i) Holdings shall use commercially reasonable efforts to eliminate such Tax effects in order to make such prepayments and (ii) once the repatriation of any such funds is permitted under the applicable Requirement of Law and no longer results in material adverse Tax consequences, such repatriation will be promptly effected and such repatriated funds will be promptly applied (net of additional Taxes payable or reserved against as a fractionresult thereof) to the prepayment of the Term Loans in accordance herewith. (e) Anything contained herein to the contrary notwithstanding, in the numerator event Products is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans pursuant to Section 2.11(c), not less than three Business Days prior to the date (the “Required Prepayment Date”) on which Products elects (or is otherwise required) to make such Waivable Mandatory Prepayment, Products shall notify the outstanding principal Administrative Agent of the amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicableprepayment, and the denominator of which is the sum Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or Lender’s pro rata share of such Alternative Incremental Facility IndebtednessWaivable Mandatory Prepayment and of such Lender’s option to refuse such amount. Any such Lender may exercise such option (each Lender that exercises such option to decline payment being a “Declining Lender”) by giving written notice to the Administrative Agent of its election to do so on or before the second Business Day prior to the Required Prepayment Date (it being understood that any Lender which notifies the Administrative Agent of its election not to exercise such option or does not notify the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as applicableof such date, not to exercise such option (each such Lender being an “Accepting Lender”)). On the Required Prepayment Date, (i) Products shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment equal to that portion of the Waivable Mandatory Prepayment payable to all such Accepting Lenders, which amount shall be applied to prepay the Term Loans of such Accepting Lenders (which prepayment shall be applied to the scheduled installments of principal of the Term Loans in accordance with Section 2.10(b)(ii) and (c)(i)), and (ii) an amount equal to that portion of the outstanding principal amount of Term Loans; andWaivable Mandatory Prepayment otherwise payable to the Declining Lenders shall be retained by Products. (2f) (i) Notwithstanding anything to the contrary in Section 2.11(a), 2.14(c) or 3.04, the case applicable Borrower shall have the right at any time and from time to time prior to the occurrence First Amendment Effective Date to prepay Term Loans to the Term Lenders at a discount to the par value of any event such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in clause this Section 2.11(f), provided that (1A) or Discounted Voluntary Prepayments may only be made using Available Cash, and (2B) of the definition of the term “Prepayment Event”, if Irish Holdco such Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire Borrower stating (or replace or rebuild1) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Default or Event of Default has occurred and is continuingcontinuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), then no prepayment shall be required (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.11(f) has been satisfied and (3) the aggregate principal amount of Term A-1 Loans and Term A-2 Loans, as applicable, so prepaid pursuant to such Discounted Voluntary Prepayment, and (C) notwithstanding anything in this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that Agreement to the extent of contrary, in no event shall a Discounted Voluntary Prepayment be made at any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (time on or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orFirst Amendment Effective Date.

Prepayment of Loans. (a) The Applicable Each Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, in an aggregate amount that is an integral multiple of $5,000,000, subject to the requirements of this Section. (ib) In the premium set forth event and on each occasion that the sum of the Revolving Exposures exceeds the total Revolving Commitments, the Borrowers shall prepay Revolving Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance an account with the provisions Administrative Agent pursuant to Section 2.04(j)) in an aggregate amount equal to such excess. (c) In the event and on each occasion that the sum of this the aggregate outstanding principal amount of all Term Loans and the aggregate Revolving Exposure exceeds the Borrowing Base, the Borrowers shall prepay Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.08(a2.04(j). ) in an aggregate amount equal to such excess. (d) In the event and on each occasion that any Proceeds are received by the Company, the Company shall, immediately after such Proceeds are received, apply such Proceeds to prepay Term Loans until the Term Loans have been paid in full. (e) The Applicable Borrower Company shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that PROVIDED that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.07, then such notice of prepayment may state that be revoked if such notice of termination is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, revoked in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedaccordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate amount that would be permitted in is an integral multiple of $5,000,000, except as necessary to apply fully the case of an advance required amount of a Borrowing of the same Type as provided in Section 2.02mandatory prepayment. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.12. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing Loans in whole or in part, without premium or penalty, but subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) subject to prior notice in accordance with the provisions of this Section 2.08(a2.08(b). ; provided that each such prepayment shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or, if less, the remaining amount of any Loan). (b) If the total Revolving Credit Exposures shall exceed either (i) following a Carve Out Trigger Notice in accordance with the Order, the total Commitments or (ii) at all other times, the total Commitments less the Carve-Out Reserve Amount at any time, the Borrower shall immediately prepay Loans (or, if no Loan are outstanding, cash collateralize outstanding LC Exposure) to eliminate such excess. (c) The Applicable Borrower shall notify the Administrative Agent by telephone (as confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidirrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of another credit facility, the closing of a securities offering or other credit facilities or one or more other events specified thereintransaction, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfied. Each such notice shall specify the prepayment date, the Class of Loans to be prepaid, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower Loans included in the prepaid Borrowing and each mandatory prepayment of a Term Loan Borrowing shall be applied otherwise in accordance with this Section 2.08(c)2.08. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.10. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section. (b) The Applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lenders) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (or such iii) in the case of prepayment of a Swingline Loan, not later time as approved by than 12:00 noon, New York City time, on the Administrative Agent)date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is conditioned on a transaction or event, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing or Term Loan Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial repayment of Loans (other than a prepayment of any Borrowing all outstanding Loans of a Class) shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the minimum amount of such Net Proceeds $1,000,000 and (y) a fraction, the numerator integral multiples of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) $100,000 in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orexcess thereof.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). and, with respect to Eurodollar Loans, subject to Section 2.14. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment may state that is given in connection with a conditional notice of termination of the Multi-Year Facility Commitments as contemplated by Section 2.06, then such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice prepayment may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.11. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to (i) the premium set forth in Section 2.09(b2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the aggregate amount then outstanding under the Term Facility (iiin the case of a prepayment of a Term Borrowing) or the break funding payments required by Section 2.13 and Revolving Facility (iii) in the case of a prepayment of a Revolving Borrowing), subject to prior notice in accordance with the provisions of this Section 2.08(a2.10(d). The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any The Borrower shall apply all Net Proceeds are received by or on behalf promptly upon receipt thereof to prepay Term Borrowings in accordance with paragraphs (c) and (d) of Irish Holdco or any Section 2.10. (c) Not later than 90 days after the end of its Restricted Subsidiaries in respect of any Prepayment Eventeach Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in shall apply an aggregate amount equal to 100% (x) the Required Percentage of such Net Proceeds; provided that: Excess Cash Flow minus (1y) the Borroweramount of any voluntary prepayments of Term Loans during such Excess Cash Flow Period, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt andother than, in each case, to the extent such debt is (x) secured on a pari passu basis hereunder financed, or intended to be financed, using the proceeds of the incurrence of Indebtedness and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) long as the amount of such Net Proceeds prepayment is not already reflected in Debt Service for such Excess Cash Flow Period to prepay Term Borrowings in accordance with paragraphs (c) and (yd) a fractionof Section 2.10. Not later than the date on which the Borrower is required to deliver financial statements with respect to the end of each Excess Cash Flow Period under Section 5.04(a), the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco Borrower shall deliver to the Administrative Agent a certificate of signed by a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified Borrower setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orreasonable detail.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as provided in Section 2.16), subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions of this Section 2.08(a). The Applicable Borrower shall notify to the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder pursuant to this Section 2.11, (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a prepayment notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified thereinfacilities, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective closing date) if such condition is not satisfiedsatisfied (provided, however, that the Borrower shall pay all amounts required pursuant to Section 2.16 as a result of the revocation of such notice). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied applicable Loans included in accordance with Section 2.08(c)the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a . Any portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt Loan that is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount prepaid may not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orreborrowed.

Prepayment of Loans. (a) The Applicable Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing Loan in whole or in part, part (subject to the requirements of this Section (i) including the premium set forth in this clause (a)) and Section 2.09(b)2.17) in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, (ii) if less, the break funding payments required by Section 2.13 and (iii) amount outstanding, upon prior notice in accordance with the provisions of this Section 2.08(a). The Applicable Borrower shall notify to the Administrative Agent by telephone (confirmed by telecopyhand delivery, facsimile or other electronic transmission (including “.pdf” or “.tif”)) of any prepayment hereunder (ix) in the case of prepayment of a Eurocurrency Borrowingan ABR Loan, not later than 11:00 10:00 a.m., New York City time, on the Business Day of prepayment and (y) in the case of Eurocurrency Loans not later than 12:00 p.m., New York City time, three (3) Business Days before prior to the date of prepayment, which notice shall be irrevocable except to the extent conditioned on a refinancing of all or any portion of the Facilities. Each such notice shall be signed by a Responsible Officer of the Dutch Borrower and shall specify the date and amount of such prepayment and the Class(es) and the Type(s) of Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. Each optional prepayment of any Term Loan pursuant to this Section 2.12(a) shall be made without premium or penalty except (i) in the case of any prepayment that occurs on or such later time as approved by prior to the first anniversary of the Closing Date, the Borrowers jointly and severally agree to pay to the Administrative Agent) or Agent for the ratable account of each Term Lender, a prepayment premium in an amount equal to 2.00% of the aggregate principal amount of Term Loans prepaid and (ii) in the case of any prepayment that occurs after the first anniversary of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent). Each such notice shall be irrevocable Closing Date and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt second anniversary of any such notice relating the Closing Date, the Borrowers jointly and severally agree to a Borrowing, pay to the Administrative Agent shall advise for the Lenders ratable account of the contents thereof. Each partial each Term Lender, a prepayment of any Borrowing shall be premium in an amount that would be permitted in the case of an advance of a Borrowing equal to 1.00% of the same Type as provided in Section 2.02. Each voluntary prepayment aggregate principal amount of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13Loans prepaid. (b) In the event and on each occasion that The Borrowers shall apply (i1) any all Net Proceeds are received by or on behalf (other than Net Proceeds of Irish Holdco or any of its Restricted Subsidiaries the kind described in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, following clause (2)) within five (5) Business Days after such receipt thereof to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.11 and (2) all Net Proceeds from any issuance or incurrence of Refinancing Notes and Refinancing Term Loans (other than solely by means of extending or renewing then existing Refinancing Notes and Refinancing Term Loans without resulting in any Net Proceeds), no later than three (3) Business Days after the date on which such Refinancing Notes and Refinancing Term Loans are receivedissued or incurred, to prepay Term Loans in accordance with Section 2.23 and the Obligations definition of “Refinancing Notes” (as set forth in applicable). (c) Not later than five (5) Business Days after the date on which the annual financial statements are delivered under Section 2.08(c)(i5.04(a) below (with respect to each Excess Cash Flow Period, the Borrowers shall calculate Excess Cash Flow for such Excess Cash Flow Period and subject to Section 2.08(d)) in shall apply an aggregate amount equal to 100% (i) the Required Percentage of such Net Proceeds; provided that: Excess Cash Flow, minus (1ii) the Borrower, sum of (A) the amount of any Additional Borrower or any New Notes Issuer may use a portion voluntary prepayments of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to principal of Term Loans (as defined in the extent such debt is (xFirst Lien Credit Agreement) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations Term Loans hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case made with the proceeds of internally generated cash during such Excess Cash Flow Period (in an amount not each case, excluding prepayments made with the proceeds of any Indebtedness, issuances of Equity Interests, Net Proceeds, the Cumulative Credit (in the case of the Cumulative Retained Excess Cash Flow Amount, only to exceed the product of extent attributable to a time prior to such Excess Cash Flow Period) or Excluded Contributions) and (xB) the amount of any permanent voluntary reductions during such Net Proceeds Excess Cash Flow Period of Revolving Facility Commitments (as defined in the First Lien Credit Agreement) to the extent an equal amount of Revolving Facility Loans (as defined in the First Lien Credit Agreement) was simultaneously repaid, to prepay Term Loans in accordance with clauses (b) and (yc) a fractionof Section 2.11. Not later than the date on which the payment is required to be made pursuant to the foregoing sentence for each applicable Excess Cash Flow Period, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall Borrowers will deliver to the Administrative Agent a certificate of signed by a Financial Officer of the Dutch Borrower setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail. (d) Notwithstanding anything in this Section 2.12 to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate)contrary, within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment required or permitted pursuant to Section 2.12(b) or (c) shall be required pursuant to this paragraph or permitted until the Discharge of First Lien Obligations (as defined in respect of the Net Proceeds specified Intercreditor Agreement) shall have occurred, except in the event that any such certificate; providedpayment is waived by the lenders under the First Lien Credit Agreement in accordance with the terms thereof (the “First Lien Waived Prepayments”), furthersuch First Lien Waived Prepayment, that to the extent not otherwise required to prepay Indebtedness under the First Lien Credit Agreement, shall be applied as prepayments hereunder pursuant to Section 2.12(b) or (c), as applicable. In the event the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of any the Term Loans, not later than 1:00 p.m., New York City time, three (3) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrowers elect (or are otherwise required) to make such Net Proceeds therefrom that have not been so applied by Waivable Mandatory Prepayment, the end Dutch Borrower shall notify Administrative Agent of the amount of such 365 day period prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Agent of its election to do so not later than 1:00 p.m., New York City time, the second Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Administrative Agent of its election to exercise such option on or committed before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment less the amount of the Declined Proceeds, which amount shall be applied by the end Administrative Agent to prepay the Loans of the 365 day period and applied within 180 days after the end of those Lenders that have elected to accept such 365 day period), at Waivable Mandatory Prepayment (which time a prepayment shall be required applied to the principal of the Loans in an amount equal the applicable Class(es) of Loans in accordance with paragraphs (c) and (d) of Section 2.11). The portion of the Waivable Mandatory Prepayment otherwise payable to such Net Proceeds those Lenders that have elected to exercise such option and decline such Waivable Mandatory Prepayment (such declined amounts, the “Declined Proceeds”) may be retained by the Borrowers and used for any purpose not been so applied (subject to clause (ii) above); orprohibited by this Agreement.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section. (ib) In the premium set forth event and on each occasion that the Aggregate Revolving Exposure exceeds the Aggregate Revolving Commitment, the Borrower shall, within one Business Day of receiving written notice of such excess from the Administrative Agent, prepay Revolving Borrowings or Swingline Loans (or deposit cash collateral in Section 2.09(b), (ii) an account with the break funding payments required by Section 2.13 and (iii) prior notice Administrative Agent in accordance with Section 2.05(i)) in an aggregate amount equal to such excess. (c) The Borrower shall give notice (which notice may be given by telephone, to be confirmed in writing by hand delivery, facsimile or electronic transmission of a “pdf” or similar copy) to the provisions Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) of any optional prepayment under paragraph (a) of this Section 2.08(a). The Applicable Borrower shall notify and, to the Administrative Agent by telephone extent practicable, any mandatory prepayment under paragraph (confirmed by telecopyb) of any prepayment hereunder this Section (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m.12:00 p.m., New York City Pacific time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or prepayment, (ii) in the case of prepayment of an ABR a Base Rate Revolving Borrowing, not later than 11:00 a.m., New York City Pacific time, one (1) Business Day before on the date of prepayment (which shall be a Business Day) or such (iii) in the case of prepayment of a Swingline Loan, not later time as approved by than 12:00 p.m., Pacific time, on the Administrative Agentdate of prepayment (which shall be a Business Day). Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that a notice of prepayment of any Borrowings pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to a BorrowingSwingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. , except as necessary to apply fully the required amount of a mandatory prepayment. (d) Each voluntary prepayment of a Term Loan Revolving Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied Loans included in accordance with Section 2.08(c)such Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event2.12 and, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower2.15, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (without premium or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orpenalty.

Prepayment of Loans. (a) The Applicable Borrower Company shall have the right at any time and from time to time to prepay any Borrowing of either Tranche in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions paragraph (b) of this Section 2.08(a). Section; provided that (i) each prepayment of a Eurocurrency Borrowing (other than in connection with a prepayment of all outstanding Eurocurrency Borrowings) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) each prepayment of an ABR Borrowing (other than in connection with a prepayment of all outstanding ABR Borrowings) shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) The Applicable Borrower Company shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or e-mail in accordance with Section 9.01) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m.1:00 p.m., New York City Chicago time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City Chicago time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the Borrowing (including the applicable Tranche) subject to such prepayment, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, (A) if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (B) a notice of prepayment delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events matters specified therein, in which case such notice may be revoked by the Applicable Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Loans of the applicable Tranche included in the prepaid Borrowing as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c)direct. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.13 and (ii) break funding payments pursuant to Section 2.132.16. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (a) The Applicable Borrower Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to (i) the premium set forth in Section 2.09(b), (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions of this Section 2.08(a)2.11. The Applicable Borrower Company shall notify the Administrative Agent by telephone (confirmed by telecopy) written notice of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency SOFR Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR a Base Rate Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events transactions specified therein, in which case such notice may be revoked by the Applicable Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term A-1 Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower Term A-1 Loans and each mandatory voluntary prepayment of a Term A-2 Loan Borrowing shall be applied ratably to the Term A-2 Loans in accordance with Section 2.08(c)such order of application to the installments thereof as directed by the Company. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 2.13 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orSection 2.16.

Prepayment of Loans. (a) The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section. (ib) In the premium set forth event and on each occasion that Net Proceeds in the form or cash or cash equivalents are received by or on behalf of the Borrower or any Subsidiary (with respect to a Permitted Asset Sale), the Borrower shall make payment to the Agent of the amount(s), required in order for the transaction in question to comply with the definition of a "Permitted Asset Sale" in Section 2.09(b)1.01, as and when such payments are required in order to maintain such compliance. (iic) Prior to any optional or mandatory prepayment of Borrowings hereunder, the break funding payments required by Section 2.13 Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (iiid) prior notice in accordance with the provisions of this Section 2.08(a). Section; provided that each prepayment of Borrowings shall be applied to prepay ABR Borrowings before any other Borrowings. (d) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent)prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment may state that be revoked if such notice of termination is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness to the extent any applicable credit agreement, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the outstanding principal amount of Term Loans; and (2) in the case of any event described in clause (1) or (2) of the definition of the term “Prepayment Event”, if Irish Holdco shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); or

Prepayment of Loans. (ai) The Applicable Any Borrower shall have the right at any time and from time to time to prepay any Borrowing Loan in whole or in part, subject to without premium or penalty (i) the premium set forth except as provided in Section 2.09(b), clauseclauses (ii) the break funding payments required by Section 2.13 and (iii) of this Section 2.11(a) and subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, upon prior notice in accordance with the provisions of this Section 2.08(a). The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time as approved by the Administrative Agent2.10(d). Each such notice shall be irrevocable signed by a Responsible Officer of the applicable Borrower and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Class(es) and the Type(s) of Loans to be prepaid and, if Eurocurrency Loans are to be prepaid; provided that a notice , the Interest Period(s) of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. (ii) In the event that, on or prior to the specified effective date) if such condition date that is not satisfied. Promptly following receipt of any such notice relating to a Borrowingsix months after the Closing Date, the Administrative Agent Borrowers shall advise the Lenders (x) make a prepayment of the contents thereof. Each partial prepayment Term B Loans pursuant to Section 2.11(a) with the proceeds of, or any conversion of Term B Loans into, any Borrowing shall be substantially concurrent issuance solely by the Borrowers of a new or replacement tranche of long-term senior secured first lien term loans incurred solely by the Borrowers that are broadly syndicated to banks and other institutional investors in an amount that would be permitted financings similar to the Term B Loans the primary purpose of which is to (and which does) reduce the All-in Yield of such Term B Loans (other than, for the avoidance of doubt, with respect to securitizations) or (y) effect any amendment to this Agreement the primary purpose of which is to (and which does) reduce the All-in Yield of the Term B Loans (other than, in the case of an advance each of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.08(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.13. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, any Additional Borrower or any New Notes Issuer may use a portion of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to the extent such debt is clauses (x) secured on a pari passu basis hereunder and (y) pari passu ), in right connection with a Qualified IPO, a Change in Control, a CEOC Event or a transformative acquisition referred to in the last sentence of payment with this paragraph), the Obligations hereunder, any Alternative Incremental Facility Indebtedness Borrowers shall pay to the extent any applicable credit agreementAdministrative Agent, indenture or other agreement governing such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness so requires, in for the ratable account of each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtednessapplicable Lenders holding Term B Loans, as applicable, and the outstanding principal amount of Term Loans; and (2A) in the case of any event described in clause (1x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.11(a)(ii), a “transformative acquisition” is any acquisition by any Borrower or any Subsidiary that (i) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrowers and their Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrowers in good faith. (iii) In the event that, on or prior to the date that is six months after the 2020 Incremental Effective Date, the Borrowers shall (x) make a voluntary prepayment of the Term B-1 Loans pursuant to Section 2.11(a) with the proceeds of, or any conversion of Term B-1 Loans into, any substantially concurrent issuance solely by the Borrowers of a new or replacement tranche of long-term senior secured first lien term loans incurred solely by the Borrowers, the primary purpose of which is to (and which does) reduce the All-in Yield of such Term B-1 Loans (other than, for the avoidance of doubt, with respect to securitizations) or (2y) effect any amendment to this Agreement the primary purpose of which is to (and which does) reduce the All-in Yield of the definition Term B-1 Loans (other than, in the case of each of clauses (x) and (y), in connection with a Change in Control, a transformative acquisition or investment referred to in the term “Prepayment Event”last sentence of this paragraph, if Irish Holdco a refinancing of Indebtedness originally incurred in accordance with Section 6.01(ii) or under the CEI Credit Agreement, under the CEI Secured Notes, under the CEI Unsecured Notes, under the 2020 CRC Secured Notes or any other transaction not permitted by the Loan Documents), the Borrowers shall deliver pay to the Administrative Agent Agent, for the ratable account of each of the applicable Lenders holding Term B-1 Loans, (A) in the case of clause (x), a certificate prepayment premium of 1.00% of the aggregate principal amount of the Term B-1 Loans so prepaid and (B) in the case of clause (y), a Financial Officer fee equal to 1.00% of the aggregate principal amount of the Term B-1 Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.11(a)(iii), a “transformative” acquisition or investment is any acquisition or investment by any Borrower or any Subsidiary that (i) is not permitted by the terms of the Loan Documents immediately prior to the effect that Irish Holdco or its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt consummation of such Net Proceeds, to consummate a Permitted Acquisition acquisition or to otherwise acquire (investment or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365 day period (or committed to be applied by the end of the 365 day period and applied within 180 days after the end of such 365 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (subject to clause (ii) above); orif permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or investment, would not provide the Borrowers and their Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrowers in good faith.