iesy Repository GmbH - Irish Stock Exchange

(a) from Net Available Cash to the extent permitted under “—Certain Covenants—Limitation on Sales of Assets
and Subsidiary Stock” below;
(b) to the extent required by the agreement governing such Subordinated Indebtedness or Subsidiary Guarantor
Subordinated Indebtedness, following the occurrence of a Change of Control (or other similar event described therein
as a “change of control”), but only if the Issuer shall have first complied with the terms described under “—Change of
Control Triggering Event” and purchased all Notes tendered pursuant to the offer to repurchase all the Notes required
thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated
Indebtedness or Subsidiary Guarantor Subordinated Indebtedness; or
(c) consisting of Acquired Indebtedness;
(5) any dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would
have complied with the Indenture;
(6) so long as no Default or Event of Default has occurred and is continuing (or would result from), the purchase,
repurchase, redemption, defeasance or other acquisition, cancellation or retirement for value of Capital Stock of the Issuer,
any Restricted Subsidiary or any Parent (including any options, warrants or other rights in respect thereof) and loans,
advances, dividends or distributions by the Issuer to any Parent to permit any Parent to purchase, repurchase, redeem,
defease or otherwise acquire, cancel or retire for value Capital Stock of the Issuer, any Restricted Subsidiary or any Parent
(including any options, warrants or other rights in respect thereof), or payments to purchase, repurchase, redeem, defease
or otherwise acquire, cancel or retire for value Capital Stock of the Issuer, any Restricted Subsidiary or any Parent
(including any options, warrants or other rights in respect thereof), in each case from Management Investors in connection
with the repurchase provisions under employee stock option or share purchase agreements; provided that such payments,
loans, advances, dividends or distributions do not exceed an amount (net of repayments of any such loans or advances)
equal to (1) €10.0 million plus (2) the Net Cash Proceeds received by the Issuer since the Issue Date (including through
receipt of proceeds from the issuance or sale of its Capital Stock to a Parent) from, or as a contribution to the equity (other
than through the issuance of Disqualified Stock or Designated Preference Shares) of the Issuer from, the issuance or sale
to Management Investors of Capital Stock (including any options, warrants or other rights in respect thereof), to the extent
such Net Cash Proceeds are not included in any calculation under clause (c)(ii) of the first paragraph describing this
covenant;
(7) the declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred
Stock of a Restricted Subsidiary, Incurred in accordance with the terms of the covenant described under “—Certain
Covenants—Limitation on Indebtedness” above;
(8) purchases, repurchases, redemptions, defeasance or other acquisitions or retirements of Capital Stock deemed to
occur upon the exercise of stock options, warrants or other rights in respect thereof if such Capital Stock represents a
portion of the exercise price thereof;
(9) dividends, loans, advances or distributions to any Parent or other payments by the Issuer or any Restricted
Subsidiary in amounts equal to:
(a) the amounts required for any Parent to pay any Parent Expenses or any Related Taxes; and
(b) amounts constituting payments (i) of fees and expenses Incurred in connection with the Transactions or (ii)
owed to Affiliates to the extent permitted by clause (10) of the second paragraph of the covenant described under “—
Certain Covenants—Limitation on Affiliate Transactions”;
(10) so long as no Default or Event of Default has occurred and is continuing (or would result from), the declaration
and payment by the Issuer of, or loans, advances, dividends or distributions to any Parent to pay, dividends on the
common Capital Stock of the Issuer or any Parent following a Public Offering of such common Capital Stock, in an
amount not to exceed in any fiscal year the greater of 6% of the Net Cash Proceeds received by the Issuer from such
Public Offering or contributed to the equity (other than through the issuance of Disqualified Stock or Designated
Preference Shares or through an Excluded Contribution) of the Issuer;
(11) so long as no Default or Event of Default has occurred and is continuing (or would result from), Restricted
Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed €25.0 million;
(12) dividends or other distributions of Capital Stock, Indebtedness or other securities of Unrestricted Subsidiaries;
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