iesy Repository GmbH - Irish Stock Exchange

(9) the impact of capitalized interest on Subordinated Shareholder Funding.
“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any
manner, whether directly or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”), including any obligation of such Person, whether or not
contingent:
(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;
(2) to advance or supply funds:
(a) for the purchase or payment of any such primary obligation; or
(b) to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth
or solvency of the primary obligor; or
(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.
“Credit Facility” means, with respect to the Issuer or any Restricted Subsidiary, one or more debt facilities or
arrangements (including the Senior Credit Facilities or commercial paper facilities) with banks or other institutions providing
for revolving credit loans, term loans, letters of credit or other Indebtedness, in each case, as amended, restated, modified,
renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time
(and whether in whole or in part and whether or not with the original administrative agent and lenders or another
administrative agent or agents or other banks or institutions and whether provided under the original Senior Credit Facilities
or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all
agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including
any Notes and letters of credit issued pursuant thereto and any Guarantee and collateral agreement, patent and trademark
security agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements
and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any
agreement or instrument (1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2)
adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder, (3) increasing the amount of Indebtedness
Incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.
“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement,
currency futures contract, currency option contract, currency derivative or other similar agreement to which such Person is a
party or beneficiary.
“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.
“Designated Non-Cash Consideration” means the fair market value (as determined in good faith by the Issuer) of noncash
consideration (other than Cash Equivalents) received by the Issuer or one of its Restricted Subsidiaries in connection
with an Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate,
setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a
subsequent payment, redemption, retirement, sale or other disposition of such Designated Non- Cash Consideration. A
particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when it has been paid,
redeemed or otherwise retired or sold or otherwise disposed of in compliance with the covenant described under “—Certain
Covenants—Limitation on Sales of Assets and Subsidiary Stock.”
“Designated Preference Shares” means, with respect to the Issuer or any Parent, Preferred Stock (other than
Disqualified Stock) (a) that is issued for cash (other than to the Issuer or a Subsidiary of the Issuer or an employee stock
ownership plan or trust established by the Issuer or any such Subsidiary for the benefit of their employees to the extent
funded by the Issuer or such Subsidiary) and (b) that is designated as “Designated Preference Shares” pursuant to an
Officer’s Certificate of the Issuer, on or prior to the issuance thereof, the Net Cash Proceeds of which are excluded from the
calculation set forth in clause (c) of the first paragraph of the covenant described under “—Certain Covenants—Limitation on
Restricted Payments.”
“Designated Senior Indebtedness” means (1) any Senior Indebtedness permitted under the Indenture that has, at the
time of designation, an aggregate principal amount outstanding of at least €25.0 million (including the amount of all undrawn
commitments and matured and contingent reimbursement obligations pursuant to letters of credit thereunder) and that has
been designated by the Issuer in an instrument evidencing such Senior Indebtedness and in an Officer’s Certificate delivered
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