iesy Repository GmbH - Irish Stock Exchange

“Unrestricted Subsidiary” means:
(1) any Subsidiary of the Issuer that at the time of determination is an Unrestricted Subsidiary (as designated by the
Board of Directors of the Issuer in the manner provided below); and
(2) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or
newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation or other business combination
transaction, or Investment therein) to be an Unrestricted Subsidiary only if:
(1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of, or own or hold any
Lien on any property of, the Issuer or any other Subsidiary of the Issuer which is not a Subsidiary of the Subsidiary to be
so designated or otherwise an Unrestricted Subsidiary; and
(2) such designation and the Investment of the Issuer in such Subsidiary complies with “—Certain Covenants—
Limitation on Restricted Payments.”
The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided
that immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing
and either (1) the Issuer could Incur at least €1.00 of additional Indebtedness under the first paragraph under “—Certain
Covenants—”Limitation on Indebtedness” or (2) the Consolidated Leverage Ratio would be lower than it was immediately
prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation.
Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with
the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate
certifying that such designation complies with the foregoing conditions. Notwithstanding any of the foregoing, none of New
iesy, iesy Hessen or iesy GP shall be designated an Unrestricted Subsidiary.
“U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the
timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally
Guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific
payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the
holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in
respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government
Obligations evidenced by such depositary receipt.
“Voting Stock” of a Person means as of any date all classes of Capital Stock of such Person then outstanding and that is
on such date entitled to vote in the election of the Board of Directors of such Person.
“Wholly-Owned Subsidiary” means a Restricted Subsidiary of the Issuer, all of the Capital Stock of which (other than
directors’ qualifying shares or shares required by any applicable law or regulation to be held by a Person other than the Issuer
or another Wholly-Owned Subsidiary) is owned by the Issuer or another Wholly-Owned Subsidiary.
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