iesy Repository GmbH - Irish Stock Exchange

Acts by Holders
In determining whether the Holders of the required principal amount of the Notes have concurred in any direction,
waiver or consent, the Notes owned by the Issuer, any Subsidiary Guarantor or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Issuer will be disregarded and deemed not to
be outstanding.
Defeasance
The Issuer at any time may terminate all obligations of the Issuer and each Subsidiary Guarantor under the Notes, the
Subsidiary Guarantees and the Indenture (“legal defeasance”) and cure all then existing Defaults and Events of Default,
except for certain obligations, including those respecting the defeasance trust, the rights, powers, trusts, duties, immunities
and indemnities of the Trustee and the obligations of the Issuer and each Subsidiary Guarantor in connection therewith and
obligations concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the
maintenance of an office or agency for payment and money for security payments held in trust. Subject to the foregoing, if
the Issuer exercises its legal defeasance option, any Subsidiary Guarantee and the Security Documents and the rights of the
Trustee and the Holders under the Intercreditor Agreement or any Additional Intercreditor Agreement in effect at such time
will terminate.
The Issuer at any time may terminate its obligations under the covenants described under “—Certain Covenants” (other
than clauses (1) and (2) of the first paragraph under “—Certain Covenants—Merger and Consolidation”) and “—Change of
Control Triggering Event” and the default provisions relating to such covenants described under “—Events of Default”
above, the operation of the cross-default upon a payment default, the cross acceleration provisions, the bankruptcy provisions
with respect to Restricted Subsidiaries, the judgment default provision, the guarantee provision and the security default
provision described under “—Events of Default” above (“covenant defeasance”).
The Issuer at its option at any time may exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated
because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect
to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (5), (6), (7)
(with respect only to Restricted Subsidiaries of the Issuer), (8), (9) or (10) under “—Events of Default” above.
In order to exercise either defeasance option, the Issuer must irrevocably deposit in trust (the “defeasance trust”) with
the Trustee, for the benefit of the Holders, cash in euros or European Government Obligations or a combination thereof in
amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, for the
payment of principal, premium, if any, and interest on the outstanding Notes to redemption or maturity, as the case may be,
and must comply with certain other conditions, including delivery to the Trustee of:
(1) an Opinion of Counsel in the United States to the effect that Holders of the relevant Notes will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to
U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if
such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel in the
United States must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal
income tax law);
(2) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer to the effect that the Holders of the
outstanding Notes will not recognize income, gain or loss for income tax purposes in such jurisdiction as a result of such
defeasance and will be subject to income tax in such jurisdiction on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred;
(3) an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and
exclusions, following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, liquidation,
reorganization, administration, moratorium, receivership or similar laws affecting creditors’ rights generally under any
applicable U.S. federal or state law or the laws of the jurisdiction of organization of the Issuer, and that the Trustee has a
perfected security interest in such trust funds for the ratable benefit of the Holders;
(4) no Default or Event of Default has occurred and is continuing on the date of such deposit;
(5) such defeasance will not result in a breach or violation of, or constitute a default under any material agreement or
instrument (other than the Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the
Issuer or any of its Restricted Subsidiaries is bound;
260