iesy Repository GmbH - Irish Stock Exchange

“Subsidiary Guarantor Senior Indebtedness” means, with respect to a Subsidiary Guarantor, the following obligations,
whether outstanding on the date of the Indenture or thereafter issued, without duplication:
(1) all liabilities Incurred by a Subsidiary Guarantor under the Senior Credit Facilities and the related finance
documents and certain hedging obligations specified in the Intercreditor Agreement;
(2) the Bank Indebtedness of such Subsidiary Guarantor, any Guarantee of Bank Indebtedness of any Restricted
Subsidiary by such Subsidiary Guarantor and all other Guarantees by such Subsidiary Guarantor of Senior Indebtedness of
the Issuer or other Subsidiary Guarantor Senior Indebtedness; and
(3) all obligations consisting of principal of and premium, if any, accrued and unpaid interest on, and fees and other
amounts relating to, all other Indebtedness of such Subsidiary Guarantor (other than Subsidiary Guarantor Senior
Subordinated Indebtedness or Subsidiary Guarantor Subordinated Indebtedness).
Subsidiary Guarantor Senior Indebtedness includes interest accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to such Subsidiary Guarantor at the rate specified in the documentation relating thereto
regardless of whether post-filing interest is allowed in such proceedings.
Notwithstanding anything to the contrary in the preceding paragraph, Subsidiary Guarantor Senior Indebtedness will
not include:
(1) any Indebtedness Incurred in violation of the covenant described under “—Certain Covenants—Limitation on
Indebtedness”;
(2) any obligations of such Subsidiary Guarantor to another Restricted Subsidiary or the Issuer;
(3) any liability for national, local or other taxes owed or owing by such Subsidiary Guarantor;
(4) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including
Guarantees thereof or instruments evidencing such liabilities);
(5) any Indebtedness of such Subsidiary Guarantor that is Subsidiary Guarantor Senior Subordinated Indebtedness or
Subsidiary Guarantor Subordinated Indebtedness; or
(6) any Capital Stock.
“Subsidiary Guarantor Senior Subordinated Indebtedness” means, with respect to a Subsidiary Guarantor, the
Subsidiary Guarantee issued by such Subsidiary Guarantor and any other Indebtedness of such Subsidiary Guarantor
(whether outstanding on the Issue Date or thereafter Incurred) that specifically provides that such Indebtedness is to rank
equally with such Subsidiary Guarantee in right of payment and is not subordinated by its terms in right of payment to any
Indebtedness or other obligation of such Subsidiary Guarantor which is not Subsidiary Guarantor Senior Indebtedness.
“Subsidiary Guarantor Subordinated Indebtedness” means any Indebtedness of a Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of
such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.
“Successor Parent,” with respect to any Person, means any other Person with more than 50% of the total voting power
of the Voting Stock of the first Person which is, at the time the first Person becomes a Subsidiary of such other Person,
“beneficially owned” (as defined below) by one or more Persons that “beneficially owned” (as defined below) more than
50% of the total voting power of the Voting Stock of the first Person immediately prior to the first Person becoming a
Subsidiary of such other Person. For purposes hereof, “beneficially own” has the meaning correlative to the term “beneficial
owner,” as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act.
“Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and any
charges of a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed by any
government or other taxing authority.
“Total Assets” means the consolidated total assets of the Issuer and its Restricted Subsidiaries, as shown on the most
recent balance sheet (excluding the footnotes thereto) of the Issuer.
“Transactions” means the transactions contemplated by the ish Acquisition, the Financing and the Refinancing (each as
defined in the Prospectus).
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