iesy Repository GmbH - Irish Stock Exchange

(8) Indebtedness Incurred in respect of (a) workers’ compensation claims, self-insurance obligations, performance,
surety, judgment, appeal, advance payment, customs, VAT or other tax guarantees or other similar bonds, instruments or
obligations and completion guarantees and warranties provided by the Issuer or a Restricted Subsidiary or relating to
liabilities or obligations Incurred in the ordinary course of business, (b) letters of credit, bankers’ acceptances or other
similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business
and (c) the financing of insurance premiums in the ordinary course of business;
(9) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for customary guarantees,
indemnification, obligations in respect of earnouts or other adjustments of purchase price or, in each case, similar
obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or
Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or
disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition);
provided that (A) such Indebtedness is not reflected on the balance sheet of the Issuer or any Restricted Subsidiary
(contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet
will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) the maximum liability of
the Issuer and its Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds,
including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and
without giving effect to any subsequent changes in value), actually received by the Issuer and its Restricted Subsidiaries in
connection with such disposition;
(10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness
is extinguished within five Business Days of Incurrence; and
(11) Indebtedness of the Issuer and its Restricted Subsidiaries in an aggregate outstanding principal amount which,
when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11) and then
outstanding, will not exceed the greater of €25.0 million and 25% of Consolidated EBITDA for the most recently
completed fiscal year for which internal financial statements of the Issuer are available.
Notwithstanding anything to the contrary in this covenant, no Restricted Subsidiary shall Guarantee or otherwise
become obligated under any Indebtedness under the Senior Credit Facilities or any other Designated Senior Indebtedness or
Guarantee any other Indebtedness of the Issuer or a Restricted Subsidiary unless such Restricted Subsidiary is or becomes an
Additional Subsidiary Guarantor on the date on which such other Guarantee or Indebtedness is Incurred and, if applicable,
executes and delivers to the Trustee a supplemental Indenture in the form attached to the Indenture pursuant to which such
Restricted Subsidiary will provide an Additional Subsidiary Guarantee (and with such documentation relating thereto as the
Trustee may reasonably require, including Opinions of Counsel as to the enforceability of such Additional Subsidiary
Guarantee); provided that, if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only
be obligated to become an Additional Subsidiary Guarantor if such Indebtedness is Indebtedness of the Issuer or Public Debt
of a Restricted Subsidiary or if such Restricted Subsidiary is a direct or indirect holder of any Capital Stock of iesy Hessen;
provided, further, that such Restricted Subsidiary shall not be obligated to become an Additional Subsidiary Guarantor to the
extent and for so long as the Incurrence of such Additional Subsidiary Guarantee could reasonably be expected to give rise to
or result in: (1) any violation of applicable law; (2) any liability for the officers, directors or (except in the case of a
Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted
Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense,
liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses and other than
reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any
measures pursuant to clause (1) undertaken in connection with, such Guarantee, which in any case under any of clauses (1),
(2) and (3) cannot be avoided through measures reasonably available to the Issuer or the Restricted Subsidiary.
For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness
Incurred pursuant to and in compliance with, this covenant:
(1) in the event that Indebtedness meets the criteria of more than one of the categories of Indebtedness described in the
first and second paragraphs of this covenant, the Issuer, in its sole discretion, will classify, and may from time to time
reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of
such categories;
(2) Indebtedness outstanding on the date of the Indenture under the Senior Credit Facilities in an amount equal to
€230.0 million shall be deemed initially Incurred on the Issue Date under clause (1) of the second paragraph of the
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