iesy Repository GmbH - Irish Stock Exchange

The provisions of the preceding paragraph will not prohibit:
(1) any encumbrance or restriction pursuant to any Credit Facility, the Intercreditor Agreement, the Proceeds Loan
Agreements, the Security Documents, the Indenture, any Notes or any other agreement or instrument, in each case, in
effect at or entered into on the Issue Date;
(2) any encumbrance or restriction pursuant to an agreement or instrument relating to Indebtedness of a Person, entered
into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or
into the Issuer or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Issuer or any
Restricted Subsidiary in connection with an acquisition of assets (other than Indebtedness Incurred as consideration in, or
to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant
to which such Person became a Restricted Subsidiary or was acquired by the Issuer or was merged, consolidated or
otherwise combined with or into the Issuer or any Restricted Subsidiary entered into or in connection with such
transaction) and outstanding on such date; provided that such encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;
provided further that, for the purposes of this clause (2), if another Person is the Successor Company (as defined below),
any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or
assumed by the Issuer or any Restricted Subsidiary when such Person becomes the Successor Company;
(3) any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness
Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in clause (1) or (2) of this
paragraph or this clause (3) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to
an Initial Agreement; provided, however, that the encumbrances and restrictions contained in any such agreement or
instrument are no less favorable in any material respect to the Holders taken as a whole than the encumbrances and
restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement
or other modification relates (as determined in good faith by the Board of Directors of the Issuer);
(4) any encumbrance or restriction:
(a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is
subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract; or
(b) (i) by virtue of any transfer of, or agreement to transfer, option or right with respect to, or Lien (permitted
under the Indenture) on, any property or assets of the Issuer or any Restricted Subsidiary (but only to the extent of the
assets subject to such transfer, agreement to transfer, option or Lien) or (ii) contained in mortgages, pledges or other
security agreements permitted under the Indenture or securing Indebtedness of the Issuer or a Restricted Subsidiary
permitted under the Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or
assets subject to such mortgages, pledges or other security agreements;
(5) any encumbrance or restriction of the nature discussed in clause (3) above in the first paragraph of this covenant
pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under the Indenture, in each case,
that impose encumbrances or restrictions on the property so acquired;
(6) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed
pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the
Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending
the closing of such sale or disposition;
(7) customary provisions in leases, joint venture agreements and other agreements and instruments entered into in the
ordinary course of business;
(8) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or
order, or required by any regulatory authority;
(9) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements
entered into in the ordinary course of business; or
(10) any encumbrance or restriction arising pursuant to an agreement or instrument, or any amendment, supplement or
other modification thereof, (a) relating to any Indebtedness, in whole or in part, permitted to be Incurred subsequent to the
Issue Date pursuant to the provisions of the covenant described under “—Certain Covenants—Limitation on
Indebtedness” (i) if the encumbrances and restrictions contained in any such agreement or instrument (or amendment,
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