iesy Repository GmbH - Irish Stock Exchange

Please see the section entitled “Description of Other Indebtedness—Intercreditor Agreement.” In addition, pursuant to
Additional Intercreditor Agreements entered into after the Closing Date, the Collateral may be pledged to secure other
Indebtedness. See “—Certain Covenants—Impairment of Security Interest.”
Share Pledges
Under the Share Pledges, the Issuer will pledge on a third-priority basis the Capital Stock in New iesy, New iesy and
the Issuer will pledge the Capital Stock in iesy Hessen, and each of the Issuer and New iesy will pledge the Capital Stock in
iesy GP, in each case to secure the payment and performance when due of the Issuer’s obligations under the Notes and the
Indenture. Such Share Pledges have also been granted to secure the payment and performance when due of the Issuer’s
obligations under the Existing Notes and the indenture governing the Existing Notes, and the beneficiaries of such Share
Pledges in respect of the Notes and the Existing Notes will agree to benefit equally from such Share Pledges on a secondpriority
basis. See “Description of Other Indebtedness—Intercreditor Agreement” and “Risk Factors—Risks Relating to the
Notes, the Subsidiary Guarantees and the Security—You may not be able to enforce, or recover any amounts due under, the
Subsidiary Guarantees or the Security due to subordination provisions, restrictions on enforcement and resales.”
The Capital Stock of New iesy, iesy Hessen and iesy GP will have been pledged by the Issuer and New iesy to secure
on a first-priority basis obligations under the Senior Credit Facilities. The Share Pledges will be entered into among, inter
alia, the Issuer, New iesy, iesy GP, the Trustee and the Security Trustee under share pledge agreements.
On the basis of German law restrictions relating to security interests in the form of pledges, the Share Pledges will
secure a debt obligation owed to the Security Trustee as a joint and several creditor under the Notes. See “Risk Factors—
Risks Relating to the Notes, the Subsidiary Guarantees and the Security—It is possible that the Security may not be
enforceable.” When entering into the Share Pledges, the Security Trustee acts in its own name, but for the benefit of the
Holders from time to time. Under the Intercreditor Agreement, the Security Trustee will also act on behalf of the lenders
under the Senior Credit Facilities in relation to the security interest in favor of such lenders.
The Indenture will provide that, subject to the terms thereof, the Notes and the Indenture will be secured by a secondpriority
security interest in the Collateral until all obligations under the Notes and the Indenture have been discharged. Such
rankings will be established pursuant to the Intercreditor Agreement. However, please see the section entitled “Risk
Factors—Risks Relating to the Notes, the Subsidiary Guarantees and the Security—You may not be able to enforce, or
recover any amounts under, the Subsidiary Guarantees or the Security due to subordination provisions, restrictions on
enforcement and releases.”
Each Share Pledge is governed by German law and provides that the rights under such Share Pledge must be exercised
by the Security Trustee. Since the Holders are not parties to the Share Pledges, Holders may not, individually or collectively,
take any direct action to enforce any rights in their favor under the Share Pledges. The Holders may only act by instructing
the Trustee to act through the Security Trustee.
Our German counsel has advised us that there is some uncertainty under German law (i) as to whether obligations
owing to beneficial owners of the Notes that are not identified as registered holders in the Share Pledges will be validly
secured and (ii) as to the validity of any security interest created in favor of the Security Trustee to secure the obligations
represented by a joint and several creditor obligation. Also, under German law, in the event that the Issuer or New iesy enters
into insolvency proceedings, the security interests created under the Share Pledges or the joint and several creditor obligation
could be subject to potential challenges by an insolvency administrator (Insolvenzverwalter) under German rules regarding
avoidance of transactions (Insolvenzordnung). Outside of insolvency proceedings, third-party creditors of the Issuer or New
iesy may in certain circumstances have an avoidance right under the German Code on Avoidance (Anfechtungsgesetz). If any
challenge to the validity of the security interests is successful, the Holders may not be able to recover any amounts under the
Share Pledges. Please see the section entitled “Risk Factors—Risks Relating to the Notes, the Subsidiary Guarantees and the
Security.”
The Share Pledges will be released (a) so long as there is no Default outstanding under the Indenture or a default
outstanding under any other Indebtedness secured by the Collateral, (i) in the event that and for so long as all holders of
Senior Indebtedness (including the lenders under the Senior Credit Facilities) have released their lien on the Collateral or (ii)
if the Restricted Subsidiary whose Capital Stock is the subject of such Share Pledge is redesignated as an Unrestricted
Subsidiary in accordance with the Indenture or (b) following a Default under the Indenture or a default under any other
Indebtedness secured by the Collateral, pursuant to an Enforcement Sale. See “Description of Other Indebtedness—
Intercreditor Agreement—Limitations on enforcement.” In addition, the Share Pledges will be released in accordance with
the Intercreditor Agreement. The Security Trustee and the Trustee will agree to any release of the Share Pledges that is in
accordance with the Indenture and the Intercreditor Agreement without requiring any Holder consent.
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