iesy Repository GmbH - Irish Stock Exchange

Limitations on Enforcement
While the Senior Debt and Hedging Debt are outstanding, the Senior Subordinated Debt will not become due until the
conditions specified in any of clauses (i), (ii) and (iii) in the proviso in the following paragraph are satisfied. In addition, the
Notes Creditors, the Proceeds Creditor and the Subordinated Creditors will not (without the consent of a two-thirds majority
of the Senior Lenders or unless otherwise permitted under the Intercreditor Agreement) be permitted, while the Senior Debt
and Hedging Debt are outstanding, to (i) demand payment of any Senior Subordinated Debt or Subordinated Debt, (ii)
accelerate any of the Senior Subordinated Debt or Subordinated Debt or otherwise declare any of the Senior Subordinated
Debt or Subordinated Debt prematurely due or payable on an event of default or otherwise, (iii) enforce any of the Senior
Subordinated Debt or Subordinated Debt by attachment, set off, execution or otherwise, (iv) (in the case of the Notes
Creditors) enforce (or give instructions to the Security Agent to enforce) the Notes Security, (v) petition for (or vote in favor
of any resolution for), initiate, support or take any steps with a view to any insolvency or any voluntary arrangement or
assignment for the benefit of creditors or any similar proceedings involving an Obligor other than the taking of any such
action by the Notes Creditors against the Issuer, (vi) sue or bring or support any legal proceedings against any Obligor (or
any of its subsidiaries) except for (A) proceedings brought by the Notes Creditors against the Issuer or solely for injunctive
relief or for specific performance in respect of obligations under the covenants set forth in the applicable indenture, provided
that no damages are claimed and such actions are not inconsistent with the terms of the Intercreditor Agreement or (B)
proceedings brought by the Investors against the Issuer otherwise permitted under the Intercreditor Agreement, provided that
no such action may be taken if, as a result, enforcement action commenced by the Senior Creditors could be delayed,
disrupted or frustrated, (vii) otherwise exercise any remedy for the recovery of any Senior Subordinated Debt or
Subordinated Debt or (viii) sue or bring or support proceedings against or make demand on the provider of any of the reports,
with certain exceptions.
Despite the limitations on enforcement discussed above, while the Senior Debt and Hedging Debt are outstanding, the
Notes Creditors and the Proceeds Creditor will be permitted under the Intercreditor Agreement to take any of the actions that
would otherwise be prohibited, provided that (i) payment of the Senior Debt has been accelerated, or liabilities under the
Senior Debt have been declared prematurely due and payable or payable on demand (and demand has been made), in each
case under the Senior Credit Facilities, or the Senior Lenders have taken any enforcement action under the security
documentation relating to the Senior Credit Facilities, (ii) certain insolvency, liquidation or other similar events have
occurred with respect to an Obligor (other than an Obligor that is not a borrower or guarantor under the Senior Credit
Facilities) and such actions are taken with respect to such Obligor or (iii) a period (the “Notes Standstill Period”) of not less
than 179 days has elapsed from the date the Senior Facility Agent receives an enforcement notice from a trustee relating to an
event of default under the applicable indenture (other than an event of default triggered by a default under the Senior Credit
Facilities) and such event of default is outstanding at (and has not been waived prior to) the end of the Notes Standstill
Period.
The Intercreditor Agreement will require the Security Agent to give prompt notice to the trustees if the Security Agent
is instructed by a two-thirds majority of the Senior Lenders to enforce the security over the equity interests in any Subsidiary
Guarantor (or any of their respective Holding Companies) that secures the Senior Debt and Hedging Debt (a “Senior
Enforcement”). During the period from the giving of that notice to the date that the Security Agent ceases to use all
reasonable commercial efforts to carry out that Senior Enforcement as expeditiously as reasonably practicable having regard
for the circumstances:
• the Security Agent will not be permitted to enforce any Notes Security over such equity interests in a manner that
would adversely affect such Senior Enforcement; and
• no Notes Creditor will not be permitted to take, or will be permitted to give any instructions to the Security Agent
to take, any enforcement action prohibited by the preceding bullet;
provided that the foregoing will not prejudice any other rights of the Notes Creditors to take any enforcement action against
any other Obligor that are permitted under the Intercreditor Agreement. The Intercreditor Agreement will require the Security
Agent to give prompt notice to the trustees of its ceasing to carry out a Senior Enforcement.
Subordination on Insolvency
While the Senior Debt and Hedging Debt are outstanding, but after the occurrence of an insolvency event of default in
relation to any Obligor (other than the Issuer) (the “Insolvent Obligor”), the Senior Subordinated Debt owed by the Insolvent
Obligor will be subordinated in right of payment to the Senior Debt and the Hedging Debt owed by such Insolvent Obligor.
Moreover, the Investor Debt and, unless otherwise required by the requisite group of Senior Lenders, the Intercompany Debt
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