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 Subject to prior notice in accordance with paragraph (b) of this Section, the Borrower shall have the right may at its option, at any time and from time to time to prepay time, without premium or penalty of any Borrowing kind (other than any payments required under Section 2.17), prepay, in whole or in part, subject to any Borrowings. (ib) 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 Paying Agent by telephone (confirmed by telecopytelecopy or email with PDF attachment) 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, on the date three (3) Business Days before prior to 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 Prime 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 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 Paying Agent shall advise the relevant 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 (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 the provisions paragraph (e) of this Section 2.08(a). and, if applicable, payment of any break funding expenses under Section 2.14. (b) In the event and on such occasion that the Exposure exceeds the Commitment, the Borrower shall prepay the Loans and LC Exposure. (c) The Applicable Borrower shall notify the Administrative Agent Lender by telephone (confirmed by telecopyfax or electronic mail) 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 Pacific 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 Pacific 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 Commitment 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 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 2.07. 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 2.11 and (ii) break funding payments pursuant to Section 2.132.14. (bd) In the event and on At least one time during each occasion that (i) any Net Proceeds are received by or on behalf two-year period of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Eventthis 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 Loans 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 reduced to this paragraph in respect zero for a period 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); orleast 30 consecutive days.

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.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 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. (bc) 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 The Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, shall from time to time 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, Loans to the extent such debt is (x) secured on a pari passu basis hereunder and (y) pari passu in right of payment with necessary so that 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 aggregate principal amount of such Permitted Pari Passu Secured Refinancing Debt and/or such Alternative Incremental Facility Indebtedness, as applicable, and all outstanding Loans shall not at any time exceed 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) 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 the requirements of paragraph (ib) 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). 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 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 Committed Amounts 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 (other than an Inventory Financing Sublimit 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) any break funding payments pursuant to required by Section 2.132.16(a). (bc) In the event and on each occasion that (i) If, at any Net Proceeds are received by or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect of any Prepayment Eventtime, the total Revolving Credit Exposure outstanding at such time exceeds the aggregate Committed Amounts then 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 (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 Loans to the extent of any such Net Proceeds therefrom that have excess on the date such excess first occurs and, if such prepayment does not been so applied by result in such excess being $0 because of outstanding Letters of Credit, then the end Borrower shall cash collateralize such Letters of Credit pursuant to Section 2.06(j) to the extent of such 365 day period remaining excess. (or committed d) If, at any time, the aggregate principal amount of outstanding Inventory Financing Sublimit Borrowings exceeds the Inventory Financing Sublimit Availability at such time, then the Borrower shall prepay the Inventory Financing Sublimit Borrowings to be applied the extent of such excess on the date such excess first occurs. (e) On the fifth Business Day of each calendar month, the Borrower shall either (i) prepay the outstanding Inventory Financing Sublimit Borrowings by an amount (if positive) equal to (A) the end aggregate outstanding Inventory Financing Sublimit Borrowings as of the 365 day period and applied within 180 days after applicable Inventory Financing Sublimit Borrowing Base Date minus (B) the end Inventory Financing Sublimit Borrowing Base as of such 365 day periodInventory Financing Sublimit Borrowing Base Date (the “Inventory Sublimit Prepayment Amount”), at which time a prepayment shall be required or (ii) convert outstanding Inventory Financing Sublimit Borrowings in an amount equal to the Inventory Sublimit Prepayment Amount into General Loans pursuant to a written notice to the Administrative Agent on such Net Proceeds that have not been so applied (subject to clause (ii) above); orday.

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 Borrowing, without premium or penalty but subject to Section 2.15, 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 (i) the aggregate Alternative Currency Credit Exposures exceed 105% of the Alternative Currency Sub-Limit or (ii) the aggregate Credit Exposures exceed 100% of the aggregate Commitments (except as a result of Exchange Rate fluctuations not requiring a prepayment pursuant to clause (i) above), the Borrower shall prepay, within two Business Days of receiving notice from the Administrative Agent (or such longer period as the Administrative Agent may agree to in order to avoid LIBOR breakage costs) of any such prepayment required by, or attributable to currency fluctuations contemplated by, clause (i) of this sentence and otherwise immediately, without premium or penalty but subject to Section 2.08(a2.15, Loans (or, if no Loans are outstanding, deposit Cash Collateral in an account with the Administrative Agent in accordance with Section 2.05(i). ), in each case in such amounts and such currencies as shall be necessary to eliminate the excess of such Credit Exposures over the Alternative Currency Sub-Limit or the aggregate Commitments, as applicable. (c) The Applicable Borrower shall notify the Administrative Agent by telephone written or telecopy notice (or telephonic notice promptly confirmed by telecopywritten or telecopy notice) 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 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 timeLocal Time, one (1) Business Day before on 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., Local 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, 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 shall have the right at any time and from time to time to prepay any Borrowing Borrowing, without premium or penalty but subject to Section 2.15, 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 (i) the aggregate Alternative Currency Credit Exposures exceed 105% of the Alternative Currency Sub-Limit or (ii) the aggregate Credit Exposures exceed 100% of the aggregate Commitments (except as a result of Exchange Rate fluctuations not requiring a prepayment pursuant to clause (i) above), the Borrower shall prepay, within two Business Days of receiving notice from the Administrative Agent (or such longer period as the Administrative Agent may agree to in order to avoid breakage costs) of any such prepayment required by, or attributable to currency fluctuations contemplated by, clause (i) of this sentence and otherwise immediately, without premium or penalty but subject to Section 2.08(a2.15, Loans (or, if no Loans are outstanding, deposit Cash Collateral in an account with the Administrative Agent in accordance with Section 2.05(i). ), in each case in such amounts and such currencies as shall be necessary to eliminate the excess of such Credit Exposures over the Alternative Currency Sub-Limit or the aggregate Commitments, as applicable. (c) The Applicable Borrower shall notify the Administrative Agent by telephone written or telecopy notice (or telephonic notice promptly confirmed by telecopywritten or telecopy notice) of any prepayment hereunder (i) in the case of prepayment of a Term Benchmark Borrowing, not later than 12:00 p.m., New York City time, three U.S. Government Securities Business Days before the date of prepayment, (ii) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, three Business Days before the date of prepayment, (iii) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of prepayment, (iv) in the case of an RFR Borrowing denominated in Sterling, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment, (v) in the case of an RFR Borrowing denominated in Swiss Francs, not later than 10:00 a.m., New York City time, three Business Days before the date of prepayment, (vi) in the case of an RFR Borrowing denominated in Yen, not later than 12:00 p.m., New York City time, four Business Days before the date of prepayment (or such later time as approved by the Administrative Agent) or (iivii) in the case of prepayment of an ABR Borrowinga Swingline Loan, not later than 11:00 a.m., 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, 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, 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 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, 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 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, 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 facsimile (or e-mail with a PDF copy attached)) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency EurodollarTerm 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 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 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) any 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 (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 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 (f) of this Section 2.08(a). Section. (b) [Intentionally omitted.] (c) [Intentionally omitted.] (d) [Intentionally omitted.] (e) [Intentionally omitted.] (f) The Applicable Borrower shall notify the Administrative Agent 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 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 a CBFR Revolving Borrowing, not later than 11:00 10:00 a.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 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 Commitment 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 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 2.08. 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 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 2.132.12. (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 Subject to prior notice in accordance with paragraph (b) of this Section 2.08, the Borrower shall have the right may at its option, at any time and from time to time to prepay time, without premium or penalty of any Borrowing kind (other than any payments required under Section 2.16), prepay, in whole or in part, subject to any Borrowings in the applicable currency. (ib) 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 telecopytelecopy or email with PDF attachment) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing or EURIBOR Borrowing, not later than 11:00 a.m., New York City timeLocal Time, on the date three (3) Business Days before prior to the date of prepayment (or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an a ABR Borrowing, not later than 11:00 10:00 a.m., 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, if a notice of prepayment may state that is given in connection with a conditional notice of termination of 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 2.132.10. (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 (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 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 Company shall have the right at any time and from time to time to prepay without premium or penalty (other than, with respect to Term SOFR Borrowings, payments that may become due under Section 2.16) 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 Company shall select the Borrowing or Borrowings to be prepaid and the Company shall specify such selection in the notice of such prepayment pursuant to clause (d) of this Section. (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 Term SOFR Borrowing, not later than 11:00 a.m., 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 (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 prepaidprepaid and, in the case of a mandatory prepayment, set forth a reasonably detailed calculation of the amount of such prepayment; provided that a notice of optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one the receipt of the proceeds from the issuance of other Indebtedness or more any other events specified thereinevent, in which case such notice of prepayment 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, 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 2.132.13(d). (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 prior notice in accordance with paragraph (b) of this Section, the Borrower shall have the right may at its option, at any time and from time to time to prepay time, without premium or penalty of any Borrowing kind (other than any payments required under Section 2.16), prepay, in whole or in part, subject to any Borrowings. (ib) 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 Paying Agent by telephone (confirmed by telecopytelecopy or email with PDF attachment) 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, on the date three (3) Business Days before prior to 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 Prime 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 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 Paying Agent shall advise the relevant 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 (b) of this Section 2.08(a). Section. (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 telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving 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) or prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City timeLocal 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 1:00 p.m., Local 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 2.09(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 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 2.13. (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 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(a). 2.11. (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 and/or cash collateralize the LC Exposure in an aggregate amount equal to such excess. (c) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfax) 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 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 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 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 shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to without premium or penalty; provided, that: (i) any prepayment of the premium set forth in Loans prior to the second anniversary of the Effective Date (including following an acceleration of the Loans pursuant to Section 2.09(b7.01) shall be accompanied by the Applicable Premium and shall be subject to Section 2.12(c), ; and (ii) any prepayment of the break funding payments required Loans on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date shall be accompanied by a premium equal to 1% of the aggregate principal amount of the Loans so prepaid and shall be subject to Section 2.13 2.12(c). (b) [Reserved]. (c) [Reserved]. (d) When any Loan Party sells or otherwise disposes of any assets pursuant to Section 6.05(j), such Loan Party shall prepay the Term Loans in an amount equal to the Net Proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for the Administrative Agent; provided that any such prepayment shall be subject to Section 2.11(a) (iiias if it were a voluntary prepayment) prior and Section 2.12(c). The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such prepayments shall be applied to outstanding Term Loans. (e) 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 in accordance with the provisions of such prepayment pursuant to paragraph (f) of this Section 2.08(asubstantially in the form of Exhibit P hereto (the “Notice of Prepayment”). . (f) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment pursuant to Section 2.11(a) and any mandatory prepayment pursuant to Section 2.11(d) and, to the extent practicable, any mandatory prepayment hereunder by delivering a Notice of Prepayment to the Administrative Agent (i) in the case of prepayment of a Eurocurrency Term 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 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 prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of optional prepayment may state that such notice is conditioned conditional upon the effectiveness of other credit facilities or one the receipt of the proceeds from the issuance of other Indebtedness or more the occurrence of some other events specified thereinidentifiable refinancing event or condition, 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. (bg) In Notwithstanding the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco foregoing or any of its Restricted Subsidiaries other provision in respect of any Prepayment Eventthis Agreement, each Lender, by written notice to the Borrower and the Administrative Agent, received no later than one Business Day prior to the date of such prepayment, shall have the right to reject its applicable percentage of 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 prepayment pursuant to Section 2.08(d2.11(d)) , in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) which case 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, principal amounts so rejected shall be applied 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 Senior 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); orConvertible Notes.

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(a2.11(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 telecopy) written notice of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving 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 ), (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 such later time as approved by the Administrative Agent) or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on 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 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 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 If at any time, (i) any Net Proceeds are received by other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, 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 Commitment or on behalf (B) the sum of Irish Holdco the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds the Foreign Currency Sublimit or any (ii) solely as a result of its Restricted Subsidiaries fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (so calculated) exceeds 105% of the Aggregate Revolving Commitment or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of any Prepayment Eventthe Foreign Currency Sublimit, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay shall in each case immediately repay Borrowings or cash collateralize LC Exposure in an account with the Obligations as set forth in Section 2.08(c)(i) below (and subject Administrative Agent pursuant to Section 2.08(d2.06(j)) , as applicable, in an aggregate principal amount equal sufficient 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 cause (x) secured on a pari passu basis hereunder the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the Aggregate Revolving Commitment and (y) pari passu in right of payment with the Obligations hereunder, any Alternative Incremental Facility Indebtedness Foreign Currency Exposure to be less than or equal 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 IndebtednessForeign Currency Sublimit, 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 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) 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 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 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 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 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 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, subject to the requirements of this Section. (ib) Simultaneously with each prepayment of a Loan, the premium set forth in Section 2.09(b)Borrower shall, (ii) if and to the break funding payments extent required by Section 2.13 and 3.01(d), prepay all accrued interest on the amount prepaid through the date of prepayment. (iiic) prior notice in accordance with the provisions of this Section 2.08(a). The Applicable Borrower shall notify the Administrative Agent by telephone telephone, which may be given by the President or a Financial Officer of the Borrower, (confirmed by telecopyfacsimile transmission executed by the President of the Borrower or a Financial Officer) of any prepayment hereunder under Section 2.07(a) (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 as approved by 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) on the Business Day before of 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 prepayment of a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall under Section 2.07(a) shall, be in an amount that would be permitted in the case integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02$1,000,000 and not less than $1,000,000. 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 Borrowing. Prepayments shall be accompanied by (i) accrued interest if and to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.133.01. (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 (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. (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.

Prepayment of Loans. (a) The Applicable 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 Company (on its own behalf or on behalf of any other Borrower) shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or electronic transmission) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 10:00 a.m., New York City time, 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) 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 2.02SECTION 2.2. 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 2.13SECTION 2.12. (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). 2.08. (b) The Applicable Borrower shall notify the Administrative Agent Lender by telephone (confirmed by telecopyelectronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency SOFR Borrowing, not later than 11:00 a.m.12:00 noon, 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.12:00 noon, New York City Chicago 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, 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 thereintransactions, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent Lender 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 Revolving 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. 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 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) any break funding payments pursuant to required 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 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 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 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 or reduction of the Commitment 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 No partial prepayment of any Borrowing shall be in reduce the outstanding principal amount thereof to less than 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 2.132.12. (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 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 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 electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent) of any prepayment hereunder (i) in the case of prepayment of (x) a Eurocurrency Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment or (or such y) an RFR Borrowing, not later time as approved by than 11:00 a.m. New York City time, five (5) 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., 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 may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, the consummation of a specific transaction or one or more the occurrence of certain other events specified thereinevents, in which case 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 such other credit facility, specific transaction or other event, as applicable) 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)such 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 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 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 Refinancing Indebtedness shall be applied in accordance with Section 2.14(e). 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 Senior Lien Term Loans, in direct order of maturity 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 Borrower (or, if no such direction is given, in direct order of maturity thereof). (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 prepaidprepaid and, in the case of a mandatory prepayment a reasonably detailed calculation of the amount of such prepayment; 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) In Notwithstanding anything to the event and on each occasion that contrary set forth in this Annex (iincluding the penultimate sentence of Section 2.12(c) any Net Proceeds are received by or on behalf of Irish Holdco 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 its Restricted Subsidiaries assignment in accordance with Section 9.4(g), including pursuant to a Dutch Auction in accordance with Section 2.12(f). (e) [Reserved]. (f) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Annex and without otherwise limiting the rights 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 prepayments 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) , so long as no Default 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 any Purchasing Borrower Party may repurchase outstanding Term Loans pursuant to this paragraph Section 2.12(f) (without prejudice to such Purchasing Borrower Party’s rights to repurchase outstanding Term Loans in respect accordance with Section 9.4(g)) 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”); provided, that a Purchasing Borrower Party shall not initiate any Auction under this Section 2.12(f)(i) unless at least ten Business Days have passed since the consummation of the most recent Auction or the termination of the most recent Failed Auction. Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (w) 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”), (x) 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, (y) the time when the bid expires, which shall be no later than 5:00 p.m., New York time, on the third Business Day following the delivery of the Auction Notice and (z) any other conditions to which the bid is to be subject; (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 discount to par expressed as a percentage (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 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) the applicable Assignment and Assumption shall include a customary “big boy” representation from each of the Purchasing Borrower Party and the Qualifying Lender (it being agreed that no Purchasing Borrower Party shall be required to make a representation that, as of the date of any such Net Proceeds therefrom that have purchase or assignment, it is not been so applied in possession of any MNPI with respect to Parent, the Borrower, their respective Subsidiaries or their respective securities) and (D) any Term Loans repurchased pursuant to this Section 2.12(f) shall be automatically and permanently canceled upon acquisition thereof 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); orPurchasing 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 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 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 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 and second, shall be applied ratably to the outstanding 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 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; 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 fifth 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.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 prepayment, (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 on the day of prepayment, or (1iii) Business Day before in the case of prepayment of a Swingline Loan, not later than 12:00 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 the Applicable Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied provided in accordance with Section 2.08(c). Prepayments shall be accompanied by paragraph (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 (2a) 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, subject to the requirements of this Section. (ib) [Reserved]. (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 premium set forth in Section 2.09(b), Administrative Agent of any optional prepayment under paragraph (iia) 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.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 (ii) in the case of prepayment of an ABR a Base Rate Borrowing, not later than 11:00 a.m., New York City Pacific time, one (1) Business Day before on the date of prepayment (or such later time as approved by the Administrative Agentwhich 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 Borrowing 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 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. . (d) 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)such Borrowing. Prepayments shall be accompanied by (i) accrued interest to on 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 Eventprincipal amount prepaid 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 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 (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 p.m. (noon), New York City time, on the date of prepayment, in each case, or such later time shorter period as approved by the Administrative Agent)Agent may agree. 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 Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing the Term 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 paragraph (b) of this Section and subject to the provisions of this Section 2.08(a). 2.14 below in an amount of [***] or any integral of [***] in excess thereof, or the full amount of the Term Loan. (b) The Applicable Borrower Representative shall notify the Administrative Agent by telephone (promptly 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, 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 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 the Term Loan 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 Borrowingthe Term Loan, 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 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 2.132.11. (bc) In Within [***] of the event and on each occasion that (i) any Net Proceeds are received by sale or on behalf of Irish Holdco or any of its Restricted Subsidiaries in respect other disposition 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 (1Collateral permitted by Sections 6.13(ii) or (2iii) hereof which result in proceeds therefrom received subsequent to the Effective Date, the Borrowers shall make a mandatory prepayment 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 Loans in an amount equal to [***] of the net proceeds received (after providing for the reasonable costs and expenses incurred in connection with such Net Proceeds that have not been so sales or dispositions and any Taxes payable in connection therewith), any prepayment to be applied in accordance with subparagraph (subject e) below. (d) Upon the receipt of any proceeds of any insurance carried by any Borrower (including, without limitation, those arising from an Event of Loss as defined in the Security Agreement), to clause the extent payable hereunder pursuant to Article III of the Security Agreement and after giving effect to Article III of the Security Agreement, the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to [***] of the remaining proceeds received, any prepayment to be applied in accordance with subparagraph (iie) abovebelow. (e) Each prepayment of Loans required by subsections (c) and (d) of this Section shall be made ratably among the Lenders and such prepayments shall be made with respect to such Type of Loans as the Borrower Representative may specify by notice to the Administrative Agent at or before the time of such prepayment and shall be applied to prepay the Term Loan comprising each such Type pro rata; provided that, if no such timely specification is given by the Borrower Representative, such payment shall be allocated to such Type or Types as the Administrative Agent may determine but in any event shall be applied pro rata to all remaining payments of principal required by Section 2.8(a); or. The Term Loan Commitment shall be permanently reduced ratably among the Term Loan Commitments of the Lenders to the extent of all additional proceeds in accordance with Sections 2.9(c) and (d).

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 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 25 (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

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 Term Benchmark 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, (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 (or such iii) in the case of prepayment of a Swingline Loan, not later time as approved by than 1:00 p.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 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 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, 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 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 Refinancing Indebtedness shall be applied in accordance with Section 2.14(e). 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 Senior Lien Term Loans, in direct order of maturity 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 Borrower (or, if no such direction is given, in direct order of maturity thereof). (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 prepaidprepaid and, in the case of a mandatory prepayment a reasonably detailed calculation of the amount of such prepayment; 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, prior to the date that is six months after the Closing Date, the Borrower (i) makes any Net Proceeds are received by repayment, prepayment, purchase or on behalf buyback of Irish Holdco Senior Lien Term Loans in connection with any Repricing Event or (ii) effects any amendment of its Restricted Subsidiaries this Agreement resulting in respect of any Prepayment a Repricing Event, the Borrower and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay shall pay to 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% Administrative Agent on the date of effectiveness of such Net Proceeds; provided that: (1) Repricing Event, for the Borrower, any Additional Borrower or any New Notes Issuer may use a portion ratable account of such Net Proceeds to prepay or repurchase Permitted Pari Passu Secured Refinancing Debt and, to each of the extent such debt is applicable Senior Lien Term Loan Lenders (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) i), a prepayment premium of 1.00% of the definition aggregate principal amount of the term “Prepayment Event”Senior 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 1.00% of the aggregate principal amount of the applicable Term Loans that are the subject of such Repricing Event and outstanding immediately prior to such amendment. (f) Notwithstanding anything to the Administrative Agent a certificate contrary contained in this Section 2.12 or any other provision of a Financial Officer to this Agreement and without otherwise limiting the effect that Irish Holdco rights in respect of prepayments of the Term Loans, so long as no Default 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 any Purchasing Borrower Party may repurchase outstanding Term Loans pursuant to this paragraph Section 2.12(f) (without prejudice to such Purchasing Borrower Party’s rights to repurchase outstanding Term Loans in respect accordance with Section 9.4(g)) 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”); provided, that a Purchasing Borrower Party shall not initiate any Auction under this Section 2.12(f)(i) unless at least ten Business Days have passed since the consummation of the most recent Auction or the termination of the most recent Failed Auction. Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (w) 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”), (x) 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, (y) the time when the bid expires, which shall be no later than 5:00 p.m., New York time, on the third Business Day following the delivery of the Auction Notice and (z) any other conditions to which the bid is to be subject; (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 discount to par expressed as a percentage (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 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) the applicable Assignment and Assumption shall include a customary “big boy” representation from each of the Purchasing Borrower Party and the Qualifying Lender (it being agreed that no Purchasing Borrower Party shall be required to make a representation that, as of the date of any such Net Proceeds therefrom that have purchase or assignment, it is not been so applied in possession of any MNPI with respect to Parent, the Borrower, their respective Subsidiaries or their respective securities) and (D) any Term Loans repurchased pursuant to this Section 2.12(f) shall be automatically and permanently canceled upon acquisition thereof 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); orPurchasing Borrower Party.

Prepayment of Loans. (a) The Applicable Borrower respective 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) subject to prior notice in accordance with the provisions of this Section 2.08(a). 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 (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 each 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 U.S. 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 Holdco, any Borrower or any of its their respective Restricted Subsidiaries in respect of any Prepayment Event, the Borrower and any Additional Borrower Borrowers 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 Borrowers 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 365 360 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 365 360 day period (or committed to be applied by the end of the 365 360 day period and applied within 180 90 days after the end of such 365 360 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 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 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 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. (aA) 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 (Term SOFR or such later time as approved by the Administrative Agent) or (ii) in the case of prepayment of an ABR Term C▇▇▇▇ 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, 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 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 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, (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 (or such iii) in the case of prepayment of a Swingline Loan, not later time as approved by than 1:00 p.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 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 Borrower shall have the right at any time and from time to time to prepay any Borrowing of the Borrower 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 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 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 Term SOFR Borrowing, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, three (3) one Business Days Day 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 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) a notice of prepayment may state that such notice is conditioned upon the effectiveness consummation of an acquisition or other transaction or the 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 Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied or (B) if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). 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 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 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 shall have the right at any time and from time to time to prepay any Borrowing Borrowing, without premium or penalty but subject to Section 2.15, 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 (i) the aggregate Alternative Currency Credit Exposures exceed 105% of the Alternative Currency Sub-Limit or (ii) the aggregate Credit Exposures exceed 100% of the aggregate Commitments (except as a result of Exchange Rate fluctuations not requiring a prepayment pursuant to clause (i) above), the Borrower shall prepay, within two Business Days of receiving notice from the Administrative Agent (or such longer period as the Administrative Agent may agree to in order to avoid LIBOR breakage costs) of any such prepayment required by, or attributable to currency fluctuations contemplated by, clause (i) of this sentence and otherwise immediately, without premium or penalty but subject to Section 2.08(a2.15, Loans (or, if no Loans are outstanding, deposit Cash Collateral in an account with the Administrative Agent in accordance with Section 2.05(i). ), in each case in such amounts and such currencies as shall be necessary to eliminate the excess of such Credit Exposures over the Alternative Currency Sub-Limit or the aggregate Commitments, as applicable. (c) 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 timeLocal 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 timeLocal Time, one (1) Business Day before on 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., Local 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, 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 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 revoked 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); orwith

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 shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to without prepayment premium or penalty (i) the premium set forth in Section 2.09(b), (ii) the other than break funding payments required by pursuant to Section 2.13 and (iii) 2.15), 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 (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) 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, a.m. 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 BorrowingLoan, not later than 11:00 a.m., New York City time, a.m. 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 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) extended 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 BorrowingRevolving Loan, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Revolving Loan shall be in an amount that would be permitted in the case of an advance of a Borrowing Revolving Loan of the same Type as provided in Section 2.02. 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 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 (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 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. (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, subject to without premium or penalty (i) the premium set forth except as provided in Section 2.09(b), clauses (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) and subject to Section 2.16). The Applicable Borrower shall notify , 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 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 prepayment, (or such later time as approved by the Administrative Agent) or (iiy) in the case of prepayment of an ABR BorrowingEurocurrency Loans denominated in Dollars, 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 and (z) in the case of a Eurocurrency Revolving Loan denominated in an Alternative Currency, not less than four Business Days prior to the date of 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 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. (ii) In the event that any Term B-3 Loans are repaid or any Term B-3 Loans are assigned pursuant to Section 2.19(c) in connection with an amendment to this Section 2.11(a)(ii) or the definition of Applicable Premium (the “Repaid Term B-3 Loans”) prior to the date which is three years following the Closing Date in whole or in part (other than pursuant to Section 2.10(a) or Section 2.11(c)), the Borrower shall pay to the Lenders having such Repaid Term B-3 Loans the Applicable Premium as of the date of such prepayment or assignment; provided that prior to the date which is three years following the Closing Date, the Borrower may, at its option, on one or more occasions, repay up to 35% of the aggregate principal amount of the Term B-3 Loans subject to a prepayment premium on the principal amount of each Borrowing Term B-3 Loans being prepaid equal to the Eurocurrency Rate for an interest period of three months commencing on such date plus the Applicable Margin for Term B-3 Loans that are Eurocurrency Term Loans in effect on such date, plus accrued and unpaid interest thereon to the date of such repayment, with the net cash proceeds of one or portion thereof to be prepaidmore offerings of Qualified Equity Interests; provided that a notice (x) at least 50% of prepayment may state that the original aggregate principal amount of Term B-3 Loans remains outstanding immediately after the occurrence of each such notice is conditioned upon repayment and (y) each such repayment occurs within 90 days of the effectiveness date of other credit facilities or one or more other events specified thereinreceipt of the equity proceeds so utilized. (iii) In the event that, 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 date which is not satisfied. Promptly three years following receipt the Closing Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Applicable Margin with respect to the Term B-2 Loans or any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders prepayment or refinancing of the contents thereof. Each partial Term B-2 Loans with proceeds of new term loans having lower applicable margins or applicable yield (after giving effect to any premiums paid on such new term loans) than the Applicable Margin for the Term B-2 Loans as of the Closing Date, each such amendment, amendment and restatement, modification, prepayment of any Borrowing shall be in an amount that would be permitted in or refinancing, as 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 may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to (i) accrued interest 3%, if such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, occurs after the Closing Date but prior to the extent required by Section 2.10 and first anniversary of the Closing Date, (ii) break funding payments 2%, if such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, occurs on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date and (iii) 1%, if such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, occurs on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date. As a condition to the effectiveness of any assignment pursuant to Section 2.132.19(c) in respect of any amendment, amendment and restatement or modification to this Agreement effective prior to the third anniversary of the Closing Date that has the effect of reducing the Applicable Margin for the Term B-2 Loans from the Applicable Margin in effect on the Closing Date, the Borrower shall pay to such Non-Consenting Lender of Term B-2 Loans a premium equal to the premium that would apply if such Non-Consenting Lender’s Term B-2 Loans being assigned were being prepaid and subject to the premium set forth in the immediately preceding sentence. (b) In the event Subject to Section 2.11(e) 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 Eventf), the Borrower shall apply all Net Proceeds promptly upon receipt thereof to prepay Term Loans in accordance with clauses (c) and any Additional (d) of Section 2.10. Notwithstanding the foregoing, the Borrower shallmay retain all Net Proceeds from Asset Sales if the Senior Secured Leverage Ratio as of the last day of the most recently completed Test Period at the time such prepayment would otherwise have been required shall be less than or equal to 2.50 to 1.00. (c) Subject to Section 2.11(e) and (f), within five (5) Business Days after financial statements are delivered under Section 5.04(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for such Net Proceeds are received, prepay the Obligations as set forth in Section 2.08(c)(i) below (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, 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 (xA) the amount of any voluntary prepayments during such Net Proceeds Excess Cash Flow Period of Term Loans (and with respect to the Excess Cash Flow Period ending December 31, 2009, plus the amount of any voluntary prepayments of Term Loans made prior to such Excess Cash Flow Period) and (yB) a fractionthe amount of any permanent voluntary reductions during such Excess Cash Flow Period of Revolving Facility Commitments to the extent that an equal amount of Revolving Facility Loans was simultaneously repaid, to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.10. 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 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 Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail. (d) If the Administrative Agent notifies the Borrower at any time that the 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 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 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 reduce the Revolving Facility Credit Exposure as of such date of payment to an amount not to exceed 100% of the 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. If the Administrative Agent notifies the Borrower on any Revaluation Date that the Outstanding Amount of all Revolving Facility Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within five Business Days after receipt of such notice, the Borrower shall prepay Revolving Facility Loans denominated in Alternative Currencies in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. (e) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a Permitted Acquisition or “Waivable Mandatory Prepayment”) of the Term Loans, not less than three Business Days prior to otherwise acquire the date (the “Required Prepayment Date”) on which the Borrower elects (or replace or rebuild) real property, equipment or other tangible assets (excluding inventoryis otherwise required) to be used in make such Waivable Mandatory Prepayment, the business Borrower shall notify Administrative Agent of Irish Holdco and/or its Restricted Subsidiariesthe amount of such prepayment, and certifying 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 such amount. Each such Lender may exercise such option 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 no Event any Lender which does not notify the Administrative Agent of Default has occurred and is continuing, then no prepayment its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be required pursuant deemed to this paragraph in respect have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Net Proceeds specified in such certificate; providedWaivable Mandatory Prepayment, 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 which amount shall be applied by the end Administrative Agent (i) in an amount equal to that portion of the 365 day period and applied within 180 days after Waivable Mandatory Prepayment payable to those Lenders that have elected to accept such Waivable Mandatory Prepayment (each, an “Accepting Lender”), to prepay the end Term Loans of such 365 day period), at Accepting Lenders (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 (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option and decline such Waivable Mandatory Prepayment (such declined amounts, the “Declined Proceeds”) to offer to each Accepting Lender such Accepting Lender’s pro rata share of such Declined Proceeds (which may be declined by such Accepting Lender or accepted by such Accepting Lender and applied to the scheduled installments of principal of the Term Loans in the applicable Class(es) of Term Loans of the Accepting Lenders in accordance with paragraphs (c) and (d) of Section 2.10). To the extent any Accepting Lender elects to decline its pro rata share of such Declined Proceeds, such remaining Declined Proceeds shall be retained by the Borrower and may be used for any purpose not otherwise prohibited by this Agreement. (f) 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 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 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 Section 2.11(c) 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 Excess Cash Flow is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Proceeds or 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 Section 2.11(c), 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 Excess Cash Flow would have a material adverse tax cost consequence with respect to such Net Proceeds or Excess Cash Flow, the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.11(b) or Section 2.11(c), (x) the Borrower applies an amount equal to such Net Proceeds or Excess Cash Flow to such prepayments as if such Net Proceeds or 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 Excess Cash Flow had been repatriated (or, if less, Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Proceeds or Excess Cash Flow is applied (subject to clause (ii) above); orthe permanent repayment of Indebtedness of a Foreign Subsidiary.

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 (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) Within 5 Business Days after the occurrence of any Change in Control, unless the Required Lenders shall elect otherwise, the Borrower shall (i) prepay the Loans hereunder in full plus any accrued and unpaid interest thereon and any fees payable hereunder. (c) 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 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 optionally 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 of this Section 2.08(a2.11(a). The Applicable Borrower shall notify the Administrative Agent by telephone telephonic notice (promptly confirmed by telecopyhand delivery, facsimile transmission or electronic mail of such request) of any prepayment hereunder this clause (a) (i) in the case of prepayment of a Eurocurrency BorrowingBorrowing of Eurodollar Loans, 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 a Borrowing of ABR BorrowingLoans, 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 the Loans 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. (b) Within three Business Days after the receipt of any Net Cash Proceeds from a Prepayment Event, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent of the occurrence of any Prepayment Event at least one (1) Business Day prior to the consummation of such Prepayment Event and such notice shall be accompanied by a reasonably detailed calculation of the anticipated Net Cash Proceeds thereof. Promptly following receipt of such notice, the Administrative Agent shall advise the Lenders of the occurrence of the Prepayment Event and the anticipated Net Cash Proceeds thereof. (c) On any date on which a Change of Control occurs, if Loans are outstanding, the Borrower shall offer to the Lenders to prepay all Loans then outstanding pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 100.0% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of the prepayment. (i) Within 30 days following any Change of Control, the Borrower will send notice of such Change of Control Offer to the Administrative Agent, and the Administrative Agent shall promptly mail such notice to each Lender at the address specified for notices in Section 9.01 and in accordance with Section 9.01, with the following information: (A) that a Change of Control has occurred or will occur (together with the identification of the transaction or transactions that constitute such Change of Control), that a Change of Control Offer is being made pursuant to this Section 2.11(c) and that all Loans properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Borrower; (B) the prepayment price and date of prepayment, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”); (C) that any Loans not properly accepted for prepayment pursuant to this Section 2.11(c) will remain outstanding and continue to accrue interest; (D) that unless the Borrower defaults in the payment of the Change of Control Payment, all Loans accepted for prepayment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (E) that Lenders electing to tender Loans pursuant to the Change of Control Offer will be required to notify the Administrative Agent thereof prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (F) that the Lenders will be entitled to withdraw their election to require the Borrower to prepay such Loans, provided that the Administrative Agent receives, not later than the close of business on the 5th Business Day preceding the date of the Change of Control Offer notice, a written notice setting forth the name of the Lender, the principal amount of Loans accepted for prepayment, and a statement that such Lender is withdrawing its election to have such Loans prepaid; and (G) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control. (ii) On the Change of Control Payment Date, the Borrower will: (A) prepay all Loans, or portions thereof, accepted for prepayment in accordance with this Section 2.11(c) pursuant to the Change of Control Offer by depositing with the Administrative Agent an amount equal to the aggregate Change of Control Payment in respect of all Loans or portions thereof so accreted for prepayment, and (B) deliver, or cause to be delivered, to the Administrative Agent an officer’s certificate stating that such Loans or portions thereof have been prepaid. Notwithstanding the foregoing, the Borrower shall not be required to make a Change of Control Offer following a Change of Control if (I) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 2.11(c) and prepays all Loans validly accepted for prepayment under such Change of Control Offer or (II) a notice of prepayment with respect to the Loans has been given pursuant to this Agreement and the prepayment date specified in such notice is the date on which such Change of Control is consummated, unless and until there is a default in such prepayment. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) Each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by ratably to the Applicable Borrower and each mandatory prepayment Loans included in the prepaid Borrowing, or, in the case of a Term Loan Borrowing shall be applied prepayment in accordance with Section 2.08(c)clause (c) above, pro rata in accordance with the aggregate principal amount of Loans accepted for prepayment. 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 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 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 telecopy) 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 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 . Table 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); orContents

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 without premium set forth in Section 2.09(b)or penalty, (ii) the break funding payments required by Section 2.13 and (iii) prior notice in accordance with the provisions notwithstanding any other provision of this Section 2.08(a). The Applicable Borrower shall notify Agreement to the Administrative Agent by telephone (confirmed by telecopy) of contrary, 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 payment made by the Administrative AgentBorrower pursuant to this Section 2.11(a) or (ii) in within the case of prepayment of an ABR Borrowing, 90 days following the Eighth Amendment Effective Date shall 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 required to be prepaid; provided that made on a notice of prepayment may state that such notice is conditioned upon pro rata basis among 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 Lenders.subject to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt requirements 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 2.13this Section. (b) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of Irish Holdco all or any portion of its Restricted Subsidiaries in respect the Loans is repaid or prepaid for any reason (including as a result of any Prepayment Eventmandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default), such repayments or prepayments will be made together with a premium equal to 3.00% of the amount repaid or prepaid, if such repayment or prepayment occurs prior December 31, 2021 (the foregoing premium, 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“Prepayment Premium”)) in an aggregate amount equal to 100% of such Net Proceeds; provided that: (1) the Borrower, with respect to 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 andLender, 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) prepayment of the definition Loans of such Lender from the term “Prepayment Event”proceeds of an issuance of Indebtedness, if Irish Holdco which Indebtedness shall deliver have the same or greater economics as the Term Loan and shall have substantially similar terms (other than with respect to maturity), in which such Lender participates as a lender, the prepayment premium applicable 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 Loans of such Net ProceedsLender prepaid with such proceeds shall be zero. If the Loans are accelerated or otherwise become due prior to their maturity date, to consummate in each case, as 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 result of Irish Holdco and/or its Restricted Subsidiaries, and certifying that no an Event of Default has occurred (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is continuingunderstood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, then no prepayment shall be required pursuant to this paragraph in each case, in respect of any Event of Default (including upon the Net Proceeds specified occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in such certificate; provided, further, view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of any such Net Proceeds therefrom that have not been so applied an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) 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 Prepayment Premium shall be required payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in an amount equal this transaction for such agreement to such Net Proceeds that have not been so applied pay the Prepayment Premium; and (subject D) the Borrower shall be estopped hereafter from claiming differently than as agreed to clause (ii) above); orin this paragraph.

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 partpart without premium or penalty except as set forth in paragraph (d) of this Section, 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). ) in an aggregate principal amount sufficient to cause the aggregate principal amount of all Revolving Exposures to be less than or equal to the aggregate Revolving Commitments. (c) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed fax or through any Electronic System or an Approved Borrower Portal, in each case, if arrangements for doing so have been approved by telecopy) the Administrative Agent, of any prepayment hereunder under this Section: (i) in the case of prepayment of a Eurocurrency Term Benchmark Borrowing, not later than 11:00 10:00 a.m., New York City time, three (3) U.S. Government Securities Business Days before the date of prepayment, (ii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) U.S. Government Securities Business Days 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 a any 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 thereintransactions, 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) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. 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 (or, in the case of any RFR Loan, in such amount that would be permitted in the case of an advance of an ABR Revolving Borrowing 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. (bd) In Notwithstanding anything to the event and on each occasion that (i) any Net Proceeds are received by or on behalf contrary contained in this Agreement, at the time of Irish Holdco or any of its Restricted Subsidiaries in respect the effectiveness of any Prepayment EventRepricing Event that is consummated prior to the six-month anniversary of the Amendment No. 1 Effective Date, the Borrower and any Additional Borrower shallagrees to pay to the Administrative Agent, within five (5) Business Days after such Net Proceeds are receivedfor the ratable account of each Lender with outstanding Initial Term B-1 Loans, prepay the Obligations as set forth in Section 2.08(c)(i) below (and subject to Section 2.08(d)) a fee in an aggregate amount equal to 1001.0% 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 a Repricing Event of the type described in clause (1) or (2a) of the definition thereof, the aggregate principal amount of all Initial Term B-1 Loans, as applicable, prepaid (or converted or exchanged) in connection with such Repricing Event and (y) in the case of a Repricing Event described in clause (b) of the term “Prepayment definition thereof, the aggregate principal amount of all Initial Term B-1 Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Event”, if Irish Holdco . Such fees shall deliver to be due and payable upon the Administrative Agent a certificate date 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 effectiveness 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); orRepricing Event.

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. (b) In the event and on each occasion that the sum of the outstanding principal balance of the Loans and the LC Obligations exceeds the Available Amount, the Borrower shall immediately prepay Borrowings in an aggregate amount equal to such excess. (c) In the case of any voluntary prepayment under Section 2.08(a2.09(a). The Applicable , the Borrower shall notify the Administrative Agent Lender by telephone (confirmed by telecopyelectronic means) 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 Houston 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 CBFR Borrowing, not later than 11:00 a.m., New York City Houston 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 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 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 without premium or penalty of any kind and shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments by any amounts due 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 From and after May 29, 2012, the Borrower shall have the right at any time and from time to time to prepay prepay, without penalty, 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, and subject to Section 2.08(a)2.15, if applicable. Once prepaid, a Loan may not be reborrowed. (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.1:00 p.m., New York, 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.1:00 p.m., New York, 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 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 2.12. (iic) break funding payments In connection with the prepayment of any Loan prior to the expiration of the Interest Period applicable thereto, the Borrower shall also pay any applicable expenses pursuant to Section 2.132.15. (bd) In Amounts to be applied to the event and on each occasion that (i) any Net Proceeds are received by or on behalf prepayment of Irish Holdco or Loans pursuant to any of its Restricted Subsidiaries in respect the preceding subsections of any Prepayment Eventthis Section shall be applied, 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 andfirst, to the extent such debt is (x) secured on a pari passu basis hereunder reduce outstanding ABR Loans and (y) pari passu in right of payment with the Obligations hereundernext, 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 remaining balance, to reduce outstanding Eurodollar Loans. Each 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 applied to such Net Proceeds that have not been so applied (subject to clause (ii) above); orprepay ratably the Loans of the Lender.

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. (ai) 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; provided that each prepayment shall be in an amount that is in an integral multiple of $10,000,000 and not less than $50,000,000 or the then outstanding balance of the Loans, if less, and immediately after such prepayment the aggregate principal amount of the outstanding Loans shall not (except in the case of a prepayment in full) be less than $10,000,000. (ii) Immediately upon the earliest to occur of (A) the Borrower’s determination that the Merger shall not occur, (B) the execution of written consent to the abandonment of the Merger by ▇▇▇▇ and the Parent, (C) the giving of notice by either ▇▇▇▇ or the Parent that the Merger shall be abandoned, or (D) March 31, 2009, if the Merger has not been consummated by such date, the Borrower shall prepay the outstanding principal amount of the Loans. (b) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy of a Prepayment Notice) of any prepayment hereunder hereunder, not later than 9:00 a.m. (Tel Aviv time), (i) in the case of a prepayment of a Eurocurrency Borrowingpursuant to Section 2.06(a)(ii), not later than 11:00 a.m.concurrently with such prepayment, New York City timeand (ii) in all other cases, three (3) seven 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 Prepayment 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 All prepayments shall be accompanied by (i) any 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 2.08 and any Additional Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay the Obligations as set forth in amount required by 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); or2.11.

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(a). 2.11. (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 and/or cash collateralize the LC Exposure in an aggregate amount equal to such excess. (c) The Applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfax) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Term 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) 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 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 2.6.1 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 Section 2.6.5. 2.6.2 If and when the provisions Revolving Exposure exceeds the Revolving Commitment, Borrower shall immediately prepay the Revolving Loans and/or Cash Collateralize L/C Obligations in an aggregate amount equal to such excess. 2.6.3 If and when any Net Proceeds are received by or on behalf of this any Credit Party in respect of any Prepayment Event, Borrower shall, promptly, and in any event within one (1) Business Day after such Net Proceeds are received by any Credit Party, prepay the Obligations as set forth in Section 2.08(a). The Applicable 2.6.4 in an aggregate amount equal to 100% of such Net Proceeds. 2.6.4 All such amounts pursuant to Sections 2.6.2 and 2.6.3 shall be applied to prepay the Revolving Loans without a corresponding reduction in the Revolving Commitment and thereafter (in the case of Section 2.6.2) to Cash Collateralize outstanding L/C Obligations. 2.6.5 Borrower shall notify the Administrative Agent Bank by telephone (confirmed by telecopyin writing) 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.3:00 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 Loan 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 Commitment as contemplated by Section 2.4, 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 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 revoked in accordance with Section 2.08(c)2.4. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments pursuant to Section 2.132.8. (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 Subject to prior notice in accordance with paragraph (b) of this Section, the Borrower shall have the right may at its option, at any time and from time to time to prepay time, without premium or penalty of any Borrowing kind (other than any payments required under Section 2.16), prepay, in whole or in part, subject to any Borrowings in Dollars. (ib) 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 telecopyemail with PDF attachment) or e-mail with PDF attachment of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, on the date three (3) Business Days before prior to 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 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 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 2.132.10. (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