iesy Repository GmbH - Irish Stock Exchange

similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the
Issuer or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans
or similar employee benefits or consultants’ plans (including valuation, health, insurance, deferred compensation,
severance, retirement, savings or similar plans, programs or arrangements) and/or indemnities provided on behalf of
officers, employees, directors or consultants approved by the Board of Directors of the Issuer, in each case in the ordinary
course of business;
(3) any Management Advances;
(4) any transaction between or among the Issuer and/or any Restricted Subsidiary (or entity that becomes a Restricted
Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries;
(5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities provided on behalf
of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary of the Issuer or (to the extent such
person renders services to the businesses of the Issuer and its Subsidiaries) any Parent (whether directly or indirectly and
including through any Person owned or controlled by any of such directors, officers or employees);
(6) the entry into and performance of obligations of the Issuer or any of its Restricted Subsidiaries under the terms of,
any transaction arising out of, and any payments pursuant to (in each case, other than any payments of fees and expenses
of the type described under clause (10) of this paragraph) any agreement or instrument in effect as of or on the Closing
Date and disclosed in “Certain Relationships and Related Party Transactions”, as these agreements and instruments may
be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other
terms of this covenant or to the extent not disadvantageous to the Holders in any material respect;
(7) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the
ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Issuer or the
relevant Restricted Subsidiary in the reasonable determination of the Board of Directors of the Issuer or are on terms no
less favorable than those that could reasonably have been obtained at such time from an unaffiliated party;
(8) any transaction entered into in the ordinary course of business between or among the Issuer or any Restricted
Subsidiary and any joint venture or similar entity and in a manner consistent with past practice, if such transaction would
constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or
otherwise controls such joint venture or similar entity;
(9) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or
options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding, in each case issued
to any Parent or any Permitted Holder in the ordinary course of business; provided that the interest rate and other financial
terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors in
their reasonable determination;
(10) (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly,
including through any Parent) of annual management, consulting, monitoring or advisory fees and related reasonable out
of pocket expenses in an aggregate amount not to exceed €4.0 million per year and (b) customary payments by the Issuer
or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) for
financial advisory, financing, underwriting or placement services or in respect of other investment banking activities,
including in connection with acquisitions or divestitures, which payments in respect of this clause (b) are approved by a
majority of the members of the Board of Directors of the Issuer in good faith; and
(11) the acquisition of ish, any of its subsidiaries or any direct or indirect interests therein and the transactions
contemplated thereby.
Listing
The Issuer will use all commercially reasonable efforts to list and maintain the listing of the Notes on the Irish Stock
Exchange; provided, however, that if the Issuer is unable to list the Notes on the Irish Stock Exchange or if maintenance of
such listing becomes unduly onerous, it will maintain a listing of such Notes on another recognized stock exchange.
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