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(5) expenses incurred by any Parent in connection with any Public Offering or other sale of Capital Stock or
Indebtedness
(x) where the net proceeds of such Public Offering or sale are received by or contributed to the Issuer or a
Restricted Subsidiary,
(y) in a prorated amount of such expenses in proportion to the amount of such net proceeds so received or
contributed, or
(z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the
amount of such expenses to be repaid to the Issuer or the relevant Restricted Subsidiary out of the proceeds of such
offering promptly if completed.
“Pari Passu Indebtedness” means (1) Senior Indebtedness of the Issuer; (2) Indebtedness of any Finance Subsidiary
which is Guaranteed by the Issuer, if such Guarantee ranks pari passu in right of payment to the Notes; and (3) Subsidiary
Guarantor Senior Subordinated Indebtedness.
“Paying Agent” means any Person authorized by the Issuer to pay the principal of (and premium, if any) or interest on
any Notes on behalf of the Issuer.
“Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used or useful in a Similar
Business or a combination of such assets and cash or Cash Equivalents between the Issuer or any of its Restricted
Subsidiaries and another Person; provided that any such exchange must be for assets of comparable market value, as
determined in good faith by the Issuer, which in the event of an exchange of assets with a fair market value in excess of (1)
€10.0 million shall be evidenced by an Officer’s Certificate of the Issuer and (2) €20.0 million shall be set forth in a
resolution approved in good faith by at least a majority of the Board of Directors of the Issuer; provided, further, that any
cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied
in accordance with the covenant described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary
Stock.”
“Permitted Collateral Liens” means (x) Liens on the Collateral arising by operation of law that are described in one or
more of clauses (3), (4) and (9) of the definition of “Permitted Liens” and that, in each case, would not materially interfere
with the ability of the Security Trustee to enforce the Security Interest in the Collateral and (y) Liens on the Collateral to
secure (1) any Additional Notes, (2) Indebtedness of the Issuer or a Restricted Subsidiary that is permitted to be Incurred
under the first paragraph of the covenant described under “—Certain Covenants—Limitation on Indebtedness” or clauses (1),
(2) (in the case of (2), to the extent such Guarantee is in respect of Indebtedness otherwise permitted to be secured and
specified in this definition of Permitted Collateral Liens), (6) (in the case of (6), to the extent such Indebtedness is Incurred
under any such other paragraph or clause referred to in the preceding part of this clause (2)), (7) (other than with respect to
Capitalized Lease Obligations) or (11) of the second paragraph of the covenant described under “—Certain Covenants—
Limitation on Indebtedness” and (3) any Refinancing Indebtedness in respect of Indebtedness referred to in the foregoing
clause (1) or (2); provided, however, that such Lien ranks (a) equal to all other Liens on such Collateral securing Senior
Indebtedness of the Issuer or such Restricted Subsidiary, as applicable, if such Indebtedness is Senior Indebtedness of the
Issuer or such Restricted Subsidiary, as applicable (except that (i) a Lien in favor of Senior Indebtedness (“Refinancing
Senior Debt”) need not rank equally with Liens in favor of other Senior Indebtedness, if such Refinancing Senior Debt was
incurred to refinance Indebtedness described in this clause (a) and (ii) lenders under any Credit Facility may provide for an
ordering of payments under the various tranches of that Credit Facility), (b) equal to all other Liens on such Collateral
securing Subsidiary Guarantor Senior Subordinated Indebtedness, if such Indebtedness is Subsidiary Guarantor Senior
Subordinated Indebtedness or (c) junior to the Liens securing the Notes or the Subsidiary Guarantees.
“Permitted Holders” means, collectively, (1) Apollo, GoldenTree, BC Partners and any one or more Persons whose
beneficial ownership constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in
accordance with the requirements of the Indenture, (2) any Affiliate or Related Person of any Permitted Holder described in
the preceding clause (1) or any successor thereto or any Affiliate of such Person or such successor, and any successor to any
such Permitted Holder, Affiliate or Related Person and (3) any Person who is acting as an underwriter in connection with a
public or private offering of Capital Stock of any Parent or the Issuer, acting in such capacity.
“Permitted Investments” means (in each case, by the Issuer or any of its Restricted Subsidiaries):
(1) Investments in a Restricted Subsidiary or the Issuer or a Person that is engaged in any Similar Business and such
Person will, upon the making of such Investment, become a Restricted Subsidiary;
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