Common use of Issuer Substitution Clause in Contracts

Issuer Substitution. (a) The Company may, without the consent of the Holders or the Trustee (which consent the Holders and beneficial owners of the Securities shall be deemed to have given by their acquisition of the Securities), substitute the Guarantor for itself for all purposes under the Securities and hereunder at any time, provided that at such time interest on the Securities may be paid without the deduction by the Guarantor of Swiss withholding tax (such substitution, a “Voluntary Issuer Substitution”). Upon any such Voluntary Issuer Substitution, the Company shall be released from its obligations under the Securities and the Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Securities with the same effect as if the Guarantor had been named as issuer under this Indenture and the Securities. In the event of such a Voluntary Issuer Substitution, the Guarantee shall cease to exist. In connection with any such Voluntary Issuer Substitution, this Indenture shall be amended pursuant to Section 10.01(g) in order to give effect to and evidence such substitution and the Guarantor shall furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to such substitution have been complied with. The Company agrees to take any and all necessary action to effectuate any Voluntary Issuer Substitution with DTC or any other appropriate clearing system. (b) Upon the occurrence of a Restructuring Event, the Company will, without the consent of the Holders or the Trustee (which consent the Holders and beneficial owners of the Securities shall be deemed to have given by their acquisition of the Securities), automatically substitute the Guarantor for itself for all purposes under the Securities and this Indenture (such substitution a “Restructuring Issuer Substitution” and the date of such substitution a “Restructuring Issuer Substitution Date”) (a “Restructuring Issuer Substitution,” together with a “Voluntary Issuer Substitution,” is referred to as an “Issuer Substitution”); provided that a Restructuring Issuer Substitution will take place whether or not interest on Securities may be paid without the deduction by the Guarantor of Swiss withholding tax. The Guarantor consents in all respects to any Restructuring Issuer Substitution. Upon any such Restructuring Issuer Substitution, the Company shall be released from its obligations under the Securities and the Indenture, and the Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Securities and the Indenture with the same effect as if the Guarantor had been named as issuer under the Indenture and the Securities. In the event of such Restructuring Issuer Substitution, the Guarantee shall cease to exist. The Company agrees to take any and all necessary action to effectuate any Restructuring Issuer Substitution with DTC or other appropriate clearing system. (c) In order to give effect to a Voluntary Issuer Substitution, the Company shall give no more than 30 calendar days nor less than 10 calendar days’ notice of such substitution and the date of such substitution (a “Voluntary Issuer Substitution Date” and, together with a “Restructuring Issuer Substitution Date”, an “Issuer Substitution Date”) to the Trustee, DTC or other clearing system and the Holders of the Securities in accordance with Section 11.02. The Guarantor shall indemnify each Holder against any stamp, registration, transfer, documentary or other similar tax, duty, assessment or governmental charge that is imposed on such Holder by (or by any authority in or of) Switzerland and that would not have been so imposed had the Voluntary Issuer Substitution not been made, as well as against any cost or expense incurred by such Holder relating to such substitution, including, but not limited to, legal costs, if any. (d) With effect from any Issuer Substitution Date, the Guarantor will, without the need for the amendment of existing, or the entry into of additional documentation, be substituted as, and assume all of the obligations of the Company as, principal obligor under the Securities. From any Issuer Substitution Date, references herein to the “Company” will be references to the Guarantor and, for the avoidance of doubt, any references herein to the “Guarantor” that remain applicable after any Issuer Substitution Date shall remain references to the Guarantor. The Guarantor shall ensure that all action, conditions and requirements to be taken, fulfilled and done to ensure that the Issuer Substitution creates valid, legally binding and enforceable obligations of the Guarantor have been taken, fulfilled and done and are in full force and effect. The Guarantor undertakes to the Holders that after an Issuer Substitution, if any, pursuant to this Section 3.08 the Guarantor will assume all the obligations of the Company as a principal obligor under the Securities.