iesy Repository GmbH - Irish Stock Exchange

(3) the failure by the Issuer to comply with any of its obligations in the covenants described above under “—Change of
Control Triggering Event” or “—Certain Covenants” (in each case, other than a failure to purchase Notes which will
constitute an Event of Default under clause (2) above) and (other than with respect to any failure to comply with the
covenant described under “—Certain Covenants—Merger and Consolidation”) such failure continues for 30 days after
notice by the Trustee or the Holders of 25% in principal amount of the outstanding Notes;
(4) the failure by the Issuer to comply with any of its other obligations contained in the Indenture and such failure
continues for 60 days after notice by the Trustee or the Holders of 25% in principal amount of the outstanding Notes;
(5) the failure by the Issuer or any Subsidiary Guarantor to comply for 60 days after notice by the Trustee or the
Holders of 25% in principal amount of the outstanding Notes with its other agreements contained in the Indenture, the
Security Documents or any Proceeds Loan Agreement;
(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the
payment of which is Guaranteed by the Issuer or any of its Restricted Subsidiaries (other than Indebtedness owed to the
Issuer or a Restricted Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Closing
Date, which default:
(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness (“payment default”); or
(b) results in the acceleration of such Indebtedness prior to its maturity (the “cross acceleration provision”);
and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a payment default or the maturity of which has been so accelerated,
aggregates €20.0 million or more;
(7) certain events of bankruptcy, insolvency or court protection affecting the Issuer, New iesy, iesy Hessen or a
Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Issuer and its Restricted Subsidiaries), would constitute a Significant Subsidiary (the
“bankruptcy provisions”);
(8) failure by the Issuer, New iesy, iesy Hessen or any Significant Subsidiary or group of Restricted Subsidiaries that,
taken together (as of the latest audited consolidated financial statements for the Issuer and its Restricted Subsidiaries),
would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €20.0 million, which judgments
are not paid, discharged or stayed for a period of 60 days after such judgment becomes final (the “judgment default
provision”);
(9) any Subsidiary Guarantee of New iesy, iesy Hessen or a Significant Subsidiary or group of Restricted Subsidiaries
that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Restricted Subsidiaries),
would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of such
Subsidiary Guarantee or the Indenture) or is declared invalid or unenforceable in a judicial proceeding or any Subsidiary
Guarantor denies or disaffirms in writing its obligations under its Subsidiary Guarantee and such Default continues for 10
days (the “guarantee provision”); and
(10) any security interest under the Security Documents shall, at any time, cease to be in full force and effect (other
than in accordance with the terms of the Security Documents, as applicable, the Intercreditor Agreement and the
Indenture) for any reason other than the satisfaction in full of all obligations under the Indenture or the release of any such
security interest in accordance with the terms of the Indenture, the Intercreditor Agreement, the Security Documents or
any such security interest created thereunder shall be declared invalid or unenforceable or the Issuer shall assert that any
such security interest is invalid or unenforceable and any such Default continues for 10 days (the “security default
provision”).
However, a default under clause (3) (other than with respect to the covenant described under “—Certain Covenants—
Merger and Consolidation”) or (4) of this paragraph will not constitute an Event of Default until the Trustee or the Holders of
25% in principal amount of the outstanding Notes under the Indenture notify the Issuer of the default and the Issuer does not
cure such default within the time specified in clause (3) or (4), as applicable, of this paragraph after receipt of such notice.
If an Event of Default (other than an Event of Default described in clause (7) of the preceding paragraph with respect to
the Issuer, New iesy or iesy Hessen) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least
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