iesy Repository GmbH - Irish Stock Exchange

supplement or other modification) taken as a whole are not materially less favorable to the Holders of the Notes than the
encumbrances and restrictions contained in the Senior Credit Facilities and the Intercreditor Agreement, in each case, as in
effect on the Issue Date (as determined in good faith by the Issuer) or (ii) if the encumbrances and restrictions are not
materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in
good faith by the Issuer) and either (x) the Issuer reasonably believes that, notwithstanding such encumbrances and
restrictions, it will have sufficient funds to make principal and interest payments on the Notes as and when they come due
or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or
financial maintenance covenant relating to such Indebtedness, or (b) constituting an Additional Intercreditor Agreement
entered into in compliance with the covenant described under “—Certain Covenants—Additional Intercreditor
Agreements” below.
Limitation on Sales of Assets and Subsidiary Stock
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:
(1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief
from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of the Asset
Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually
agreeing to such Asset Disposition), as determined in good faith by the Board of Directors of the Issuer whose
determination shall be conclusive (including as to the value of non-cash consideration), of the shares and assets subject to
such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap);
(2) in any such Asset Disposition, or series of related Asset Dispositions, (unless the Asset Disposition is a Permitted
Asset Swap) at least 75% of the consideration (excluding any consideration by way of relief from, or by any other Person
assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness) received from such Asset
Disposition by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and
(3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Issuer or such
Restricted Subsidiary, as the case may be:
(a) to the extent the Issuer or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of
any Subsidiary Guarantor Senior Indebtedness or Indebtedness of a Restricted Subsidiary), (i) to prepay, repay or
purchase Subsidiary Guarantor Senior Indebtedness or Indebtedness of a Restricted Subsidiary that is not a Subsidiary
Guarantor (in each case, other than Indebtedness owed to the Issuer or any Restricted Subsidiary), within 365 days
from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided,
however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a),
the Issuer or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to
be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (ii) to prepay,
repay or purchase Pari Passu Indebtedness at a price of no more than 100% of the aggregate principal amount of such
Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment or purchase;
provided that the Issuer shall redeem, repay or repurchase Pari Passu Indebtedness only if the Issuer makes (at such
time) an offer to the Holders of Notes to purchase their Notes in accordance with the provisions set forth below for an
Asset Disposition Offer for an aggregate principal amount of Notes at least equal to the proportion that (x) the total
aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes
outstanding plus the total aggregate principal amount outstanding of such Pari Passu Indebtedness; or
(b) to the extent the Issuer or such Restricted Subsidiary elects, to invest in or commit to invest in Additional
Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash
received by the Issuer or another Restricted Subsidiary) within 365 days from the later of (i) the date of such Asset
Disposition and (ii) the receipt of such Net Available Cash; provided, however, that any such reinvestment in
Additional Assets made pursuant to a definitive binding agreement or a commitment with a Person other than an
Affiliate of the Issuer approved by the Board of Directors of the Issuer that is executed or approved within such time
will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day;
provided that, pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b)
above, the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net
Available Cash in any manner not prohibited by the Indenture.
Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested
as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset
Disposition, if the aggregate amount of Excess Proceeds exceeds €15.0 million, the Issuer will be required to make an offer
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