iesy Repository GmbH - Irish Stock Exchange

Each Senior Lender, Hedging Bank and the trustees will execute such releases as the Security Agent may reasonably
require to give effect to the foregoing. No such release will affect the obligations and liabilities of any other Obligor under
the Finance Documents.
Subordination of Intercompany Liabilities and Investor Debt
Pursuant to the Intercreditor Agreement, the Issuer and certain of its subsidiaries have agreed, prior to the discharge of
all liabilities under the Senior Debt, Hedging Debt and Notes Debt and commitments under the Senior Credit Facilities, to
subordinate certain intercompany liabilities and investor debt to the Senior Debt and Hedging Debt and also to the claims of
other creditors, including the holders of the Notes and the Existing Notes and the trustee. Pursuant to the Indenture, the
Trustee has agreed on behalf of itself and the holders of the Notes that it will permit the payment, prepayment, redemption,
acquisition or defeasance of any such liabilities, notwithstanding the terms of the Intercreditor Agreement, if such payment,
prepayment, redemption, acquisition or defeasance would be in accordance with the terms of the Indenture, including the
covenant described under “Description of the Notes—Certain Covenants—Limitation on Restricted Payments.”
Turnover
If any Hedging Bank, Notes Creditor, Proceeds Creditor or Subordinated Creditor receives or recovers a payment in
cash or in kind (including by way of set off or combination of accounts) (i) of any of the Hedging Debt which is prohibited
by the Intercreditor Agreement, (ii) of any of the Notes Debt, Proceeds Debt or Subordinated Debt which is prohibited by the
Intercreditor Agreement or not made in accordance with the provisions described below under “—Application of proceeds”
or (iii) from (or on behalf of) any subsidiary of the Issuer on account of the purchase, redemption or acquisition of any Notes
Debt, Proceeds Debt or Subordinated Debt which is prohibited by the Intercreditor Agreement, the receiving or recovering
Hedging Bank, Notes Creditor, Proceeds Creditor or Subordinated Creditor (as the case may be) will promptly notify the
Security Agent. Each Hedging Bank, Notes Creditor and Subordinated Creditor and the Proceeds Creditor shall hold any
amount on trust for the Secured Creditors and, upon demand by the Security Agent, pay that amount to the Security Agent or,
if lower, the amount of debt owed to the relevant category of creditor, in each case less the third party costs and expenses (if
any) reasonably incurred in receiving or recovering such amount, for application by the Security Agent in accordance with
the order of priority described under “—Application of Proceeds.”
Application of Proceeds
All amounts from time to time received pursuant to the provisions described under “—Turnover” or otherwise or
recovered by the Security Agent pursuant to the terms of the Senior Credit Facilities or otherwise or in connection with the
realization or enforcement of all or any part of the Security in favor of the Senior Credit Facilities or the Notes will be held
by the Security Agent on trust and applied in the following order:
• First, in payment pari passu to the trustees of the Notes Trustee Amounts and to the Security Agent of the fees,
costs, expenses and liabilities (and all interest thereon as provided in the finance documents) of the Security Agent
and any receiver, attorney or agent appointed under the security documents or the Intercreditor Agreement;
• Second, in payment pari passu and pro rata of the balance of the costs and expenses of any Senior Creditor or
Hedging Bank in connection with such enforcement;
• Third, in payment to the Senior Facility Agent for application towards the balance of the Senior Debt and the
Hedging Debt pari passu between themselves;
• Fourth, in payment of the costs and expenses of any Notes Creditor in connection with such enforcement;
• Fifth, in payment to the trustees for application towards the balance of the Notes Debt; and
• Sixth, the payment of the surplus (if any) to the Obligor or other person entitled to it.
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