iesy Repository GmbH - Irish Stock Exchange

of the European Union on January 1, 2004, or the United States, any state of the United States, the District of Columbia or
any territory thereof and such Person will expressly assume, (a) by supplemental Indenture, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under the applicable
Subsidiary Guarantee and the Indenture and (b) all obligations of such Subsidiary Guarantor under the Intercreditor
Agreement, the Share Pledges and any Proceeds Loan Agreement; (2) immediately after giving effect to such transaction
(and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted
Subsidiary as a result of any such transaction as having been Incurred by such Person or such Restricted Subsidiary at the
time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3) the Issuer shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger
and transfer and such supplemental Indenture (if any) comply with the Indenture. Notwithstanding clause (2) of the preceding
sentence (which does not apply to transactions referred to in this sentence), in each case if a Subsidiary Guarantor is a
Restricted Subsidiary immediately prior to such transaction, such Subsidiary Guarantor or any Restricted Subsidiary of the
Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another
Restricted Subsidiary or such Subsidiary Guarantor, as applicable; provided that, in the case of a Restricted Subsidiary that
merges into such Subsidiary Guarantor, such Subsidiary Guarantor will not be required to comply with clause (3) of the
preceding sentence.
There is no precise established definition of the phrase “substantially all” under applicable law. Accordingly, in certain
circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially
all” of the property or assets of a Person.
Limitation on Lines of Business
(a)(1) The Issuer shall not engage in any business activity or undertake any other activity, except any activity:
(A) relating to the offering, sale, issuance and servicing of the Notes or other Indebtedness of the Issuer permitted
under the Indenture or lending of or contributing the proceeds of the Notes pursuant to a Proceeds Loan Agreement or any
such other Indebtedness to its Restricted Subsidiaries;
(B) undertaken with the purpose of, and directly related to, fulfilling its obligations under the Notes and the Indenture
or such other Indebtedness permitted under the Indenture;
(C) undertaken in its capacity as a holding company of New iesy, iesy Hessen and other Subsidiaries and pursuant to
any profit and loss sharing agreement (Organschaft) with any Restricted Subsidiaries); provided that, except as
contemplated by any such sharing agreement and clauses (A) and (B), the Issuer will not incur any material liabilities; and
(D) of the type undertaken as of the Issue Date.
(2) The Issuer shall own directly or indirectly 100% of the issued and outstanding Capital Stock of iesy Hessen,
excluding (A) treasury shares and (B) directors’ qualifying shares or shares required by any applicable law or regulation to be
held by a Person other than the Issuer.
(b) New iesy shall not engage in any business activity or undertake any other activity, except any activity:
(1) of the type undertaken as of the Issue Date;
(2) undertaken with the purpose of, and directly related to, lending or contributing the proceeds of the Notes or any
other Indebtedness of the Issuer permitted under the Indenture to other Restricted Subsidiaries; and
(3) undertaken with the purpose of, and directly related to, owning the Capital Stock of iesy Hessen, iesy GP and any
other Subsidiary (including pursuant to any profit and loss sharing agreement (Organschaft) with the Issuer or any Restricted
Subsidiary) and fulfilling its obligations under the Notes, its Subsidiary Guarantee, the Indenture or such other Indebtedness
of the Issuer or other Restricted Subsidiaries permitted under the Indenture; provided that, except as contemplated by any
such sharing agreement or clause (A) and with respect to the Notes, its Subsidiary Guarantee, the Indenture or such other
Indebtedness, New iesy shall not incur any material liabilities.
(c) Any direct or indirect Restricted Subsidiary who holds Capital Stock of iesy Hessen shall not engage in any
business activity or undertake any other activity, except any activity undertaken with the purpose of, and directly related to,
owning the Capital Stock of iesy Hessen and any other Subsidiary (including pursuant to any profit and loss sharing
agreement (Organschaft) with the Issuer or any Restricted Subsidiary) and fulfilling its obligations under the Notes, its
Subsidiary Guarantee, the Indenture or such other Indebtedness of the Issuer or other Restricted Subsidiaries permitted under
the Indenture, provided that, except as contemplated by any such sharing agreement and with respect to the Notes, its
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