Common use of Limitations for Swiss Guarantors Clause in Contracts

Limitations for Swiss Guarantors. The Note Guarantee of any Guarantor incorporated under Swiss law shall be limited as set out hereunder: If and to the extent that obligations of a Guarantor incorporated in Switzerland (the “Swiss Guarantor”) under this Indenture or an applicable Note Guarantee, are for the benefit of its direct or indirect Affiliates (other than its direct or indirect wholly owned Subsidiaries) and that complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Guarantor or would otherwise be restricted under Swiss corporate law then applicable (the “Restricted Obligations”), the following provisions shall apply: The aggregate liability of a Swiss Guarantor for Restricted Obligations under this Indenture or an applicable Note Guarantee shall be limited to the extent and in the maximum amount of its profits and reserves available for distribution to its shareholders at the point in time such Swiss Guarantor’s obligations fall due (the “Available Amount”), provided that this is a requirement under applicable law at that time and further provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) release such Swiss Guarantor from performing Restricted Obligations hereunder in excess thereof, but merely postpone the performance date therefor until such times as performance is again permitted notwithstanding such limitation. Immediately after having been requested to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a Swiss Guarantor shall and any parent company of such Swiss Guarantor shall procure that such Swiss Guarantor will: (i) if and to the extent requested by the Trustee or required under then applicable Swiss law, provide the Trustee, within 30 business days, with (a) an interim balance sheet audited by its statutory auditors, (b) the determination by the statutory auditors of the Available Amount based on such interim audited balance sheet and (c) a confirmation from the statutory auditors of such Swiss Guarantor that the Available Amount complies with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves; (ii) take such further corporate and other action which may be necessary at the time (such as board and shareholder approvals and the receipt of any confirmations from its statutory auditors) in order to allow a prompt payment under this Indenture or an applicable Note Guarantee with a minimum of limitations; and/or (iii) immediately after confirming the Available Amount in accordance with sub-paragraph (i) above, procure that any amounts received or collected by the Trustee under and in connection with Restricted Obligations under this Indenture or an applicable Note Guarantee in excess of the Available Amount shall be retransferred to it as soon as possible and, if not already done so, be paid up to the Available Amount (less, if required, any Swiss Withholding Tax) to the Trustee. If so required under applicable law (including double tax treaties) in force at the time it is required to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a Swiss Guarantor shall: (i) use its best efforts to ensure that any payments under this Indenture or an applicable Note Guarantee can be made without deduction of Swiss Withholding Tax or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather than payment of the tax; (ii) if and to the extent required by applicable law in force at the relevant time (including double taxation treaties): (A) deduct the Swiss Withholding Tax at the rate of 35% (or such other rate as is in force at that time) from any payment under this Indenture or an applicable Note Guarantee; (B) pay the Swiss Withholding Tax to the tax authorities referred to in Article 34 of the Swiss Federal Law on Withholding Tax (Bundesgesetz über die Verrechnungssteuer vom 13. Oktober 1965, SR 642.21) (the “Swiss Federal Tax Administration”); and (C) notify and provide evidence to the Trustee that the Swiss Withholding Tax has been paid to the Swiss Federal Tax Administration. A Swiss Guarantor shall use its best efforts to ensure that any person which is, as a result of a deduction of Swiss Withholding Tax, entitled to a full or partial refund of the Swiss Withholding Tax, will, as soon as possible after the deduction of the Swiss Withholding Tax, (i) request a refund of the Swiss Withholding Tax under any applicable law (including double tax treaties) and (ii) pay to the Trustee upon receipt any amount so refunded.

Limitations for Swiss Guarantors. The Note Guarantee of any Guarantor incorporated under Swiss law shall be limited as set out hereunder: If and to the extent that obligations of a Guarantor incorporated in Switzerland (the “Swiss Guarantor”) under this Indenture or an applicable Note Guarantee, are for the benefit of its direct or indirect Affiliates (other than its direct or indirect wholly owned Subsidiaries) and that complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Guarantor or would otherwise be restricted under Swiss corporate law then applicable (the “Restricted Obligations”), the following provisions shall apply: The aggregate liability of a Swiss Guarantor for Restricted Obligations under this Indenture or an applicable Note Guarantee shall be limited to the extent and in the maximum amount of its profits and reserves available for distribution to its shareholders at the point in time such Swiss Guarantor’s obligations fall due (the “Available Amount”), provided that this is a requirement under applicable law at that time and further provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) release such Swiss Guarantor from performing Restricted Obligations hereunder in excess thereof, but merely postpone the performance date therefor until such times as performance is again permitted notwithstanding such limitation. Immediately after having been requested to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a Swiss Guarantor shall and any parent company of such Swiss Guarantor shall procure that such Swiss Guarantor will: (i) if and to the extent requested by the Trustee or required under then applicable Swiss law, provide the Trustee, within 30 business days, with (a) an interim balance sheet audited by its statutory auditors, (b) the determination by the statutory auditors of the Available Amount based on such interim audited balance sheet and (c) a confirmation from the statutory auditors of such Swiss Guarantor that the Available Amount complies with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves; (ii) take such further corporate and other action which may be necessary at the time (such as board and shareholder approvals and the receipt of any confirmations from its statutory auditors) in order to allow a prompt payment under this Indenture or an applicable Note Guarantee with a minimum of limitations; and/or (iii) immediately after confirming the Available Amount in accordance with sub-paragraph subparagraph (i) above, procure that any amounts received or collected by the Trustee under and in connection with Restricted Obligations under this Indenture or an applicable Note Guarantee in excess of the Available Amount shall be retransferred to it as soon as possible and, if not already done so, be paid up to the Available Amount (less, if required, any Swiss Withholding Tax) to the Trustee. If so required under applicable law (including double tax treaties) in force at the time it is required to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a Swiss Guarantor shall: (i) use its best efforts to ensure that any payments under this Indenture or an applicable Note Guarantee can be made without deduction of Swiss Withholding Tax or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather than payment of the tax; (ii) if and to the extent required by applicable law in force at the relevant time (including double taxation treaties): (A) deduct the Swiss Withholding Tax at the rate of 35% (or such other rate as is in force at that time) from any payment under this Indenture or an applicable Note Guarantee; (B) pay the Swiss Withholding Tax to the tax authorities referred to in Article 34 of the Swiss Federal Law on Withholding Tax (Bundesgesetz über die Verrechnungssteuer vom 13. Oktober 1965, SR 642.21) (the “Swiss Federal Tax Administration”); and (C) notify and provide evidence to the Trustee that the Swiss Withholding Tax has been paid to the Swiss Federal Tax Administration. A Swiss Guarantor shall use its best efforts to ensure that any person which is, as a result of a deduction of Swiss Withholding Tax, entitled to a full or partial refund of the Swiss Withholding Tax, will, as soon as possible after the deduction of the Swiss Withholding Tax, (i) request a refund of refundof the Swiss Withholding Tax under any applicable law (including double tax treaties) and (ii) pay to the Trustee upon receipt any amount so refunded.

Limitations for Swiss Guarantors. The Note Guarantee Notwithstanding any other provision of this Article 11, the guarantee, indemnity and other obligations of any Guarantor that is incorporated and organized under the laws of Switzerland (a “Swiss law Guarantor”) to be assumed in this Indenture (including, without limitation, the Guarantee) shall be limited as set out hereunder: follows: (1) If and to the extent that (i) a Swiss Guarantor becomes liable under this Indenture, including, without limitation, this Article 11 and the Guarantee, as well as any and all Security Documents for obligations of a Guarantor incorporated in Switzerland its Affiliates (the “Swiss Guarantor”) under this Indenture or an applicable Note Guarantee, are for the benefit other than obligations of its direct or indirect wholly owned Subsidiaries) or otherwise obliged to grant economic benefits to its Affiliates (other than its direct or indirect wholly owned Subsidiaries), including, for the avoidance of doubt, the granting of any security by the Swiss Guarantor or any restrictions of the Swiss Guarantor’s rights of set-off and/or subrogation or its duties to subordinate or waive claims and (ii) and that complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Guarantor or would otherwise be restricted under Swiss corporate law then applicable (the “Restricted Obligations”), the following provisions shall apply: The aggregate liability of a the Swiss Guarantor for Restricted Obligations under this Indenture or an applicable Note Guarantee shall be limited to the extent and in the maximum amount of its profits unrestricted equity capital surplus (including the unrestricted portion of general and reserves statutory reserves, other free reserves, retained earnings and current net profits) available for distribution as dividends to its the shareholders of the Swiss Guarantor at the point in time such the Swiss Guarantor’s obligations fall due (Guarantor is required to perform under the “Available Amount”)Indenture, its Guarantee and the Security Documents; provided that this is a requirement under applicable Swiss law at that time and provided further provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) release such discharge the Swiss Guarantor from performing Restricted Obligations hereunder its obligations in excess thereof, but merely postpone the performance date therefor thereof until such times as performance is again permitted notwithstanding such limitation. Immediately after having been requested to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a Swiss Guarantor shall and any parent company of such Swiss Guarantor shall procure that such Swiss Guarantor will:. (i2) if and to the extent requested by the Trustee or required under then applicable Swiss lawIn respect of Restricted Obligations, provide the Trustee, within 30 business days, with (a) an interim balance sheet audited by its statutory auditors, (b) the determination by the statutory auditors of the Available Amount based on such interim audited balance sheet and (c) a confirmation from the statutory auditors of such Swiss Guarantor that the Available Amount complies with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves; (ii) take such further corporate and other action which may be necessary at the time (such as board and shareholder approvals and the receipt of any confirmations from its statutory auditors) in order to allow a prompt payment under this Indenture or an applicable Note Guarantee with a minimum of limitations; and/or (iii) immediately after confirming the Available Amount in accordance with sub-paragraph (i) above, procure that any amounts received or collected by the Trustee under and in connection with Restricted Obligations under this Indenture or an applicable Note Guarantee in excess of the Available Amount shall be retransferred to it as soon as possible and, if not already done so, be paid up to the Available Amount (less, if required, any Swiss Withholding Tax) to the Trustee. If so required under applicable law (including double tax treaties) in force at the time it is required to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a each Swiss Guarantor shall: (i) use its best efforts to ensure that any payments under this Indenture or an applicable Note Guarantee can be made without deduction of Swiss Withholding Tax or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather than payment of the tax; (iiA) if and to the extent required by applicable law in force at the relevant time mitigate to the extent possible any tax imposed based on the Swiss Federal Act on withholding tax of 13 October 1965 (including the “Swiss Anticipatory Tax”) to be levied on the Restricted Obligations (and cause its parent and other relevant Affiliates to fully cooperate in any mitigating efforts) and promptly notify the Security Agent thereof or, if such a notification procedure is not applicable: (i) subject to any applicable double taxation treaties): (A) treaty, deduct the Swiss Withholding Anticipatory Tax at the rate of 35% 35 per cent (or such other rate as is in force at that time) from any payment under this Indenture or an applicable Note Guaranteemade by it in respect of the Restricted Obligations; (Bii) pay the Swiss Withholding Tax any such deduction to the tax authorities referred to in Article 34 of the Swiss Federal Law on Withholding Tax (Bundesgesetz über die Verrechnungssteuer vom 13. Oktober 1965, SR 642.21) (the “Swiss Federal Tax Administration”); and (Ciii) notify (and provide evidence to the Trustee Issuer shall ensure that the Swiss Withholding Tax Guarantor will notify) the Security Agent that such a deduction has been made and provide the Security Agent with evidence that such a deduction has been paid to the Swiss Federal Tax Administration; and (B) to the extent such a deduction is made, not be obliged to either gross-up or indemnify the Holders in accordance with Section 4.22 hereof in relation to any such payment made by it in respect of Restricted Obligations unless grossing-up is permitted under the laws of Switzerland then in force. A The Swiss Guarantor shall use its best efforts to ensure that any person which Person that is, as a result of a deduction of Swiss Withholding Anticipatory Tax, entitled to a full or partial refund of the Swiss Withholding Anticipatory Tax, will, will as soon as possible after the deduction of the Swiss Withholding Tax, Anticipatory Tax (i) request a refund of the Swiss Withholding Anticipatory Tax under any applicable law (including double tax treaties) and (ii) pay to the Trustee Security Agent upon receipt any amount so refundedrefunded for application as a further payment of the Swiss Guarantor under and pursuant to this Indenture. (3) To the extent a Swiss Guarantor is required to deduct Swiss Anticipatory Tax pursuant to Section 11.02(e)(2) hereof, and if the maximum amount of freely disposable shareholder equity pursuant to Section 11.02(e)(1) hereof is not utilized, additional security interests granted by such Swiss Guarantor under this Indenture shall be enforced until the enforcement proceeds equal an amount that (after making any deduction of Swiss Anticipatory Tax) would have resulted if no deduction of Swiss Anticipatory Tax had been required; provided that such enforcement amount (including the increased amount) shall in any event be limited to the maximum amount of freely disposable shareholder equity pursuant to Section 11.02(e)(1) hereof. (4) In the case of Restricted Obligations, the Swiss Guarantor shall, and any parent company of the Swiss Guarantor party to this Indenture shall procure that the Swiss Guarantor will, promptly implement all such measures and/or to promptly procure the fulfillment of all prerequisites to allow it to perform its obligations under this Article 11 with minimum limitations and to allow the Security Agent (and the Holders) prompt use of the proceeds from security, including the following: (A) preparation of an up-to-date audited balance sheet of the Swiss Guarantor; (B) confirmation of the auditors of the Swiss Guarantor that the relevant amount represents (the maximum of) freely distributable profits and reserves; (C) conversion of restricted reserves into profits and reserves freely available for the distribution as dividends (to the extent permitted by mandatory Swiss law); (D) revaluation of hidden reserves (to the extent permitted by mandatory Swiss law); (E) to the extent permitted by applicable law and Swiss accounting standards, write-up or realization of any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of realization, however, only if such assets are not necessary for such Swiss Guarantor’s business (nicht betriebsnotwendig); (F) approval by a shareholders’ meeting of the Swiss Guarantor of the (resulting) profit distribution; and (G) all such other measures necessary or useful to allow the Swiss Guarantor to make the payments agreed hereunder with a minimum of limitations. (5) If and to the extent (i) proceeds made available to the Issuer under the Notes are used for any financing activities in Switzerland that would cause payments under the Notes to be subject to Swiss Anticipatory Tax and/or (ii) any direct or indirect flow-back of proceeds under the Notes to any Swiss Guarantor or other of the Issuer’s Affiliates incorporated and organized under the laws of Switzerland occurs, the Swiss Guarantors shall have no obligations under this Indenture, including, without limitation, this Article 11 and the Guarantee, as well as any and all Security Documents.

Limitations for Swiss Guarantors. The Note Guarantee Notwithstanding any other provision of this Section 7, the guaranty, indemnity and other obligations of any Guarantor that is incorporated and organized under the laws of the Swiss law Confederation to be assumed in this Agreement (including, without limitation, the Guarantee) shall be limited as set out hereunder: follows: (i) If and to the extent that (A) a Swiss Guarantor becomes liable under this Agreement, including, without limitation, this Section 7 and the Guarantee, as well as any and all Collateral Documents for obligations of a Guarantor incorporated in Switzerland its Affiliates (the “Swiss Guarantor”) under this Indenture or an applicable Note Guarantee, are for the benefit other than obligations of its direct or indirect wholly owned Subsidiaries) or otherwise obliged to grant economic benefits to its Affiliates (other than its direct or indirect wholly owned Subsidiaries), including, for the avoidance of doubt, the granting of any security by the Swiss Guarantor or any restrictions of the Swiss Guarantor’s rights of set-off and/or subrogation or its duties to subordinate or waive claims and (B) and that complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Guarantor or would otherwise be restricted under Swiss corporate law then applicable (the “Restricted Obligations”), the following provisions shall apply: The aggregate liability of a the Swiss Guarantor for Restricted Obligations under this Indenture or an applicable Note Guarantee shall be limited to the extent and in the maximum amount of its profits and reserves available for distribution to its shareholders freely distributable equity capital of the Swiss Guarantor at the point in time such the Swiss Guarantor’s obligations fall due (Guarantor is required to perform under this Agreement, its Guarantee and the “Available Amount”)Collateral Documents, provided that this is a requirement under applicable Swiss law at that time time, and provided, further provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) release such discharge the Swiss Guarantor from performing Restricted Obligations hereunder its obligations in excess thereof, but merely postpone the performance date therefor thereof until such times as performance is again permitted notwithstanding such limitation. Immediately after having been requested to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a Swiss Guarantor shall and any parent company of such Swiss Guarantor shall procure that such Swiss Guarantor will: (i) if and to the extent requested by the Trustee or required under then applicable Swiss law, provide the Trustee, within 30 business days, with (a) an interim balance sheet audited by its statutory auditors, (b) the determination by the statutory auditors of the Available Amount based on such interim audited balance sheet and (c) a confirmation from the statutory auditors of such Swiss Guarantor that the Available Amount complies with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves;. (ii) take such further corporate and other action which may be necessary at the time (such as board and shareholder approvals and the receipt In respect of any confirmations from its statutory auditors) in order to allow a prompt payment under this Indenture or an applicable Note Guarantee with a minimum of limitations; and/or (iii) immediately after confirming the Available Amount in accordance with sub-paragraph (i) aboveRestricted Obligations, procure that any amounts received or collected by the Trustee under and in connection with Restricted Obligations under this Indenture or an applicable Note Guarantee in excess of the Available Amount shall be retransferred to it as soon as possible and, if not already done so, be paid up to the Available Amount (less, if required, any Swiss Withholding Tax) to the Trustee. If so required under applicable law (including double tax treaties) in force at the time it is required to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a each Swiss Guarantor shall: (i) use its best efforts to ensure that any payments under this Indenture or an applicable Note Guarantee can be made without deduction of Swiss Withholding Tax or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather than payment of the tax; (iiA) if and to the extent required by applicable law in force at the relevant time mitigate to the extent possible any Swiss Anticipatory Tax to be levied on the Restricted Obligations (including and cause its parent and other relevant Affiliates to fully cooperate in any mitigating efforts) and promptly notify Primary Collateral Agent thereof or, if such a notification procedure is not applicable; (B) subject to any applicable double taxation treaties): (A) treaty, deduct the Swiss Withholding Anticipatory Tax at the rate of 35% (or such other rate as is in force at that time) from any payment under this Indenture or an applicable Note Guaranteemade by it in respect of the Restricted Obligations; (BC) pay the Swiss Withholding Tax any such deduction to the tax authorities referred to in Article 34 of the Swiss Federal Law on Withholding Tax (Bundesgesetz über die Verrechnungssteuer vom 13. Oktober 1965, SR 642.21) (the “Swiss Federal Tax Administration”); and; (CD) notify (and provide evidence to the Trustee Parent shall ensure that the Swiss Withholding Tax Guarantor will notify) Primary Collateral Agent that such a deduction has been made and provide Primary Collateral Agent with evidence that such a deduction has been paid to the Swiss Federal Tax Administration; and (E) to the extent such a deduction is made, not be obliged to either gross-up or indemnify Lenders in accordance with Section 2.20 hereof in relation to any such payment made by it in respect of Restricted Obligations unless grossing-up is permitted under the laws of the Swiss Confederation then in force. A The Swiss Guarantor shall use its best efforts to ensure that any person which Person that is, as a result of a deduction of Swiss Withholding Anticipatory Tax, entitled to a full or partial refund of the Swiss Withholding Anticipatory Tax, will, will as soon as possible after the deduction of the Swiss Withholding Tax, Anticipatory Tax (ix) request a refund of the Swiss Withholding Anticipatory Tax under any applicable law (including double tax treaties) and (iiy) pay to the Trustee Primary Collateral Agent upon receipt any amount so refundedrefunded for application as a further payment of the Swiss Guarantor under and pursuant to this Agreement. (iii) To the extent a Swiss Guarantor is required to deduct Swiss Anticipatory Tax pursuant to Section 7.14(f)(ii) hereof, and if the maximum amount of freely distributable equity capital pursuant to Section 7.14(f)(i) hereof is not utilized, additional security interests granted by such Swiss Guarantor under this Agreement shall be enforced until the enforcement proceeds equal an amount that (after making any deduction of Swiss Anticipatory Tax) would have resulted if no deduction of Swiss Anticipatory Tax had been required, provided that such enforcement amount (including the increased amount) shall in any event be limited to the maximum amount of freely distributable equity capital pursuant to Section 7.14(f)(i) hereof. (iv) In the case of Restricted Obligations, the Swiss Guarantor shall, and any parent company of the Swiss Guarantor party to this Agreement shall procure that the Swiss Guarantor will, promptly implement all such measures and/or to promptly procure the fulfillment of all prerequisites to allow it to perform its obligations under this Guaranty with minimum limitations and to allow Primary Collateral Agent (and Lenders) prompt use of the proceeds from security, including the following: (A) preparation of an up-to-date audited balance sheet of the Swiss Guarantor; (B) confirmation of the auditors of the Swiss Guarantor that the relevant amount represents (the maximum of) freely distributable profits and reserves; (C) conversion of restricted reserves into profits and reserves freely available for the distribution as dividends (to the extent permitted by mandatory Swiss law); (D) revaluation of hidden reserves (to the extent permitted by mandatory Swiss law); (E) to the extent permitted by applicable law and Swiss accounting standards, write-up or realization of any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of realization, however, only if such assets are not necessary for such Swiss Guarantor’s business (nicht betriebsnotwendig); (F) by a shareholders’ meeting and/or the board of directors of the Swiss Guarantor of the (resulting) profit distribution or other performance under this Guaranty; and (G) all such other measures necessary or useful to allow the Swiss Guarantor to make the payments agreed hereunder with a minimum of limitations.

Limitations for Swiss Guarantors. The Note Guarantee Notwithstanding any other provision of this Article 11, the guarantee, indemnity and other obligations of any Guarantor that is incorporated and organized under the laws of Switzerland (a “Swiss law Guarantor”) to be assumed in this Indenture (including, without limitation, the Guarantee) shall be limited as set out hereunder: follows: (1) If and to the extent that (i) a Swiss Guarantor becomes liable under this Indenture, including, without limitation, this Article 11 and the Guarantee, as well as any and all Security Documents and any other document related to the Notes for obligations of a Guarantor incorporated in Switzerland its Affiliates (the “Swiss Guarantor”) under this Indenture or an applicable Note Guarantee, are for the benefit other than obligations of its direct or indirect wholly owned Subsidiaries) or otherwise obliged to grant economic benefits to its Affiliates (other than its direct or indirect wholly owned Subsidiaries), including, for the avoidance of doubt, the granting of any security by the Swiss Guarantor or any restrictions of the Swiss Guarantor’s rights of set-off and/or subrogation or its duties to subordinate or waive claims and (ii) and that complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Guarantor or would otherwise be restricted under Swiss corporate law then applicable (the “Restricted Obligations”), the following provisions shall apply: The aggregate liability of a the Swiss Guarantor for Restricted Obligations under this Indenture or an applicable Note Guarantee shall be limited to the extent and in the maximum amount of its profits and reserves available for distribution to its shareholders freely distributable equity capital of the Swiss Guarantor at the point in time such the Swiss Guarantor’s obligations fall due (Guarantor is required to perform under the “Available Amount”)Indenture, its Guarantee and the Security Documents; provided that this is a requirement under applicable Swiss law at that time and provided further provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) release such discharge the Swiss Guarantor from performing Restricted Obligations hereunder its obligations in excess thereof, but merely postpone the performance date therefor thereof until such times as performance is again permitted notwithstanding such limitation. Immediately after having been requested to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a Swiss Guarantor shall and any parent company of such Swiss Guarantor shall procure that such Swiss Guarantor will:. (i2) if and to the extent requested by the Trustee or required under then applicable Swiss lawIn respect of Restricted Obligations, provide the Trustee, within 30 business days, with (a) an interim balance sheet audited by its statutory auditors, (b) the determination by the statutory auditors of the Available Amount based on such interim audited balance sheet and (c) a confirmation from the statutory auditors of such Swiss Guarantor that the Available Amount complies with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves; (ii) take such further corporate and other action which may be necessary at the time (such as board and shareholder approvals and the receipt of any confirmations from its statutory auditors) in order to allow a prompt payment under this Indenture or an applicable Note Guarantee with a minimum of limitations; and/or (iii) immediately after confirming the Available Amount in accordance with sub-paragraph (i) above, procure that any amounts received or collected by the Trustee under and in connection with Restricted Obligations under this Indenture or an applicable Note Guarantee in excess of the Available Amount shall be retransferred to it as soon as possible and, if not already done so, be paid up to the Available Amount (less, if required, any Swiss Withholding Tax) to the Trustee. If so required under applicable law (including double tax treaties) in force at the time it is required to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a each Swiss Guarantor shall: (i) use its best efforts to ensure that any payments under this Indenture or an applicable Note Guarantee can be made without deduction of Swiss Withholding Tax or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather than payment of the tax; (iiA) if and to the extent required by applicable law in force at the relevant time mitigate to the extent possible any tax imposed based on the Swiss Federal Act on withholding tax of 13 October 1965 (including the “Swiss Anticipatory Tax”) to be levied on the Restricted Obligations (and cause its parent and other relevant Affiliates to fully cooperate in any mitigating efforts) and promptly notify the Primary Collateral Agent thereof or, if such a notification procedure is not applicable: (i) subject to any applicable double taxation treaties): (A) treaty, deduct the Swiss Withholding Anticipatory Tax at the rate of 35% 35 per cent (or such other rate as is in force at that time) from any payment under this Indenture or an applicable Note Guaranteemade by it in respect of the Restricted Obligations; (Bii) pay the Swiss Withholding Tax any such deduction to the tax authorities referred to in Article 34 of the Swiss Federal Law on Withholding Tax (Bundesgesetz über die Verrechnungssteuer vom 13. Oktober 1965, SR 642.21) (the “Swiss Federal Tax Administration”); and (Ciii) notify (and provide evidence to the Trustee Issuer shall ensure that the Swiss Withholding Tax Guarantor will notify) the relevant Collateral Agent that such a deduction has been made and provide the relevant Collateral Agent with evidence that such a deduction has been paid to the Swiss Federal Tax Administration; and (B) to the extent such a deduction is made, not be obliged to either gross-up or indemnify the Holders in accordance with Section 4.22 hereof in relation to any such payment made by it in respect of Restricted Obligations unless grossing-up is permitted under the laws of Swiss Confederation then in force. A The Swiss Guarantor shall use its best efforts to ensure that any person which Person that is, as a result of a deduction of Swiss Withholding Anticipatory Tax, entitled to a full or partial refund of the Swiss Withholding Anticipatory Tax, will, will as soon as possible after the deduction of the Swiss Withholding Tax, Anticipatory Tax (i) request a refund of the Swiss Withholding Anticipatory Tax under any applicable law (including double tax treaties) and (ii) pay to the Trustee relevant Collateral Agent upon receipt any amount so refundedrefunded for application as a further payment of the Swiss Guarantor under and pursuant to this Indenture. (3) To the extent a Swiss Guarantor is required to deduct Swiss Anticipatory Tax pursuant to Section 11.02(f)(2) hereof, and if the maximum amount of freely disposable shareholder equity pursuant to Section 11.02(f)(1) hereof is not utilized, additional security interests granted by such Swiss Guarantor under this Indenture shall be enforced until the enforcement proceeds equal an amount that (after making any deduction of Swiss Anticipatory Tax) would have resulted if no deduction of Swiss Anticipatory Tax had been required; provided that such enforcement amount (including the increased amount) shall in any event be limited to the maximum amount of freely distributable equity capital pursuant to Section 11.02(f)(1) hereof. (4) In the case of Restricted Obligations, the Swiss Guarantor shall, and any parent company of the Swiss Guarantor party to this Indenture shall procure that the Swiss Guarantor will, promptly implement all such measures and/or to promptly procure the fulfillment of all prerequisites to allow it to perform its obligations under this Article 11 with minimum limitations and to allow the Collateral Agent (and the Holders) prompt use of the proceeds from security, including the following: (A) preparation of an up-to-date audited balance sheet of the Swiss Guarantor; (B) confirmation of the auditors of the Swiss Guarantor that the relevant amount represents (the maximum of) freely distributable profits and reserves; (C) conversion of restricted reserves into profits and reserves freely available for the distribution as dividends (to the extent permitted by mandatory Swiss law); (D) revaluation of hidden reserves (to the extent permitted by mandatory Swiss law); (E) to the extent permitted by applicable law and Swiss accounting standards, write-up or realization of any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of realization, however, only if such assets are not necessary for such Swiss Guarantor’s business (nicht betriebsnotwendig); (F) approval by a shareholders’ meeting of the Swiss Guarantor of the (resulting) profit distribution; and (G) all such other measures necessary or useful to allow the Swiss Guarantor to make the payments agreed hereunder with a minimum of limitations.

Limitations for Swiss Guarantors. The Note Guarantee Notwithstanding any other provision of this Section 7, the guaranty, indemnity and other obligations of any Guarantor that is incorporated and organized under Swiss law the laws of Switzerland to be assumed in this Agreement (including, without limitation, the Guarantee) shall be limited as set out hereunder: follows: (i) If and to the extent that (A) a Swiss Guarantor becomes liable under this Agreement, including, without limitation, this Section 7 and the Guarantee, as well as any and all Collateral Documents for obligations of a Guarantor incorporated in Switzerland its Affiliates (the “Swiss Guarantor”) under this Indenture or an applicable Note Guarantee, are for the benefit other than obligations of its direct or indirect wholly owned Subsidiaries) or otherwise obliged to grant economic benefits to its Affiliates (other than its direct or indirect wholly owned Subsidiaries), including, for the avoidance of doubt, the granting of any security by the Swiss Guarantor or any restrictions of the Swiss Guarantor’s rights of set-off and/or subrogation or its duties to subordinate or waive claims and (B) and that complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Guarantor or would otherwise be restricted under Swiss corporate law then applicable (the “Restricted Obligations”), the following provisions shall apply: The aggregate liability of a the Swiss Guarantor for Restricted Obligations under this Indenture or an applicable Note Guarantee shall be limited to the extent and in the maximum amount of its profits freely disposable equity (including the unrestricted portion of general and reserves statutory reserves, other free reserves, retained earnings and current net profits) available for distribution as dividends to its the shareholders of the Swiss Guarantor at the point in time such the Swiss Guarantor’s obligations fall due (Guarantor is required to perform under this Agreement, its Guarantee and the “Available Amount”)Collateral Documents, provided that this is a requirement under applicable Swiss law at that time time, and provided, further provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) release such discharge the Swiss Guarantor from performing Restricted Obligations hereunder its obligations in excess thereof, but merely postpone the performance date therefor thereof until such times as performance is again permitted notwithstanding such limitation. Immediately after having been requested to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a Swiss Guarantor shall and any parent company of such Swiss Guarantor shall procure that such Swiss Guarantor will: (i) if and to the extent requested by the Trustee or required under then applicable Swiss law, provide the Trustee, within 30 business days, with (a) an interim balance sheet audited by its statutory auditors, (b) the determination by the statutory auditors of the Available Amount based on such interim audited balance sheet and (c) a confirmation from the statutory auditors of such Swiss Guarantor that the Available Amount complies with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves;. (ii) take such further corporate and other action which may be necessary at the time (such as board and shareholder approvals and the receipt In respect of any confirmations from its statutory auditors) in order to allow a prompt payment under this Indenture or an applicable Note Guarantee with a minimum of limitations; and/or (iii) immediately after confirming the Available Amount in accordance with sub-paragraph (i) aboveRestricted Obligations, procure that any amounts received or collected by the Trustee under and in connection with Restricted Obligations under this Indenture or an applicable Note Guarantee in excess of the Available Amount shall be retransferred to it as soon as possible and, if not already done so, be paid up to the Available Amount (less, if required, any Swiss Withholding Tax) to the Trustee. If so required under applicable law (including double tax treaties) in force at the time it is required to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a each Swiss Guarantor shall: (i) use its best efforts to ensure that any payments under this Indenture or an applicable Note Guarantee can be made without deduction of Swiss Withholding Tax or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather than payment of the tax; (iiA) if and to the extent required by applicable law in force at the relevant time mitigate to the extent possible any Swiss Anticipatory Tax to be levied on the Restricted Obligations (including and cause its parent and other relevant Affiliates to fully cooperate in any mitigating efforts) and promptly notify Primary Collateral Agent thereof or, if such a notification procedure is not applicable; (B) subject to any applicable double taxation treaties): (A) treaty, deduct the Swiss Withholding Anticipatory Tax at the rate of 35% (or such other rate as is in force at that time) from any payment under this Indenture or an applicable Note Guaranteemade by it in respect of the Restricted Obligations; (BC) pay the Swiss Withholding Tax any such deduction to the tax authorities referred to in Article 34 of the Swiss Federal Law on Withholding Tax (Bundesgesetz über die Verrechnungssteuer vom 13. Oktober 1965, SR 642.21) (the “Swiss Federal Tax Administration”); and; (CD) notify (and provide evidence to the Trustee Parent shall ensure that the Swiss Withholding Tax Guarantor will notify) Primary Collateral Agent that such a deduction has been made and provide Primary Collateral Agent with evidence that such a deduction has been paid to the Swiss Federal Tax Administration; and (E) to the extent such a deduction is made, not be obliged to either gross-up or indemnify Lenders in accordance with Section 2.20 hereof in relation to any such payment made by it in respect of Restricted Obligations unless grossing-up is permitted under the laws of Switzerland then in force. A The Swiss Guarantor shall use its best efforts to ensure that any person which Person that is, as a result of a deduction of Swiss Withholding Anticipatory Tax, entitled to a full or partial refund of the Swiss Withholding Anticipatory Tax, will, will as soon as possible after the deduction of the Swiss Withholding Tax, Anticipatory Tax (ix) request a refund of the Swiss Withholding Anticipatory Tax under any applicable law (including double tax treaties) and (iiy) pay to the Trustee Primary Collateral Agent upon receipt any amount so refundedrefunded for application as a further payment of the Swiss Guarantor under and pursuant to this Agreement. (iii) To the extent a Swiss Guarantor is required to deduct Swiss Anticipatory Tax pursuant to Section 7.14(f)(ii) hereof, and if the maximum amount of freely disposable shareholder equity pursuant to Section 7.14(f)(i) hereof is not utilized, additional security interests granted by such Swiss Guarantor under this Agreement shall be enforced until the enforcement proceeds equal an amount that (after making any deduction of Swiss Anticipatory Tax) would have resulted if no deduction of Swiss Anticipatory Tax had been required, provided that such enforcement amount (including the increased amount) shall in any event be limited to the maximum amount of freely disposable shareholder equity pursuant to Section 7.14(f)(i) hereof. (iv) In the case of Restricted Obligations, the Swiss Guarantor shall, and any parent company of the Swiss Guarantor party to this Agreement shall procure that the Swiss Guarantor will, promptly implement all such measures and/or to promptly procure the fulfillment of all prerequisites to allow it to perform its obligations under this Guaranty with minimum limitations and to allow Primary Collateral Agent (and Lenders) prompt use of the proceeds from security, including the following: (A) preparation of an up-to-date audited balance sheet of the Swiss Guarantor; (B) confirmation of the auditors of the Swiss Guarantor that the relevant amount represents (the maximum of) freely distributable profits and reserves; (C) conversion of restricted reserves into profits and reserves freely available for the distribution as dividends (to the extent permitted by mandatory Swiss law); (D) revaluation of hidden reserves (to the extent permitted by mandatory Swiss law); (E) to the extent permitted by applicable law and Swiss accounting standards, write-up or realization of any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of realization, however, only if such assets are not necessary for such Swiss Guarantor’s business (nicht betriebsnotwendig); (F) by a shareholders’ meeting and/or the board of directors of the Swiss Guarantor of the (resulting) profit distribution or other performance under this Guaranty; and (G) all such other measures necessary or useful to allow the Swiss Guarantor to make the payments agreed hereunder with a minimum of limitations.

Limitations for Swiss Guarantors. The Notwithstanding anything to the contrary in this Indenture and any other Note Guarantee Document, the obligations of any Guarantor that is incorporated under in Switzerland or, if different, that is considered to be tax resident in Switzerland for Swiss law shall be limited as set out hereunder: Withholding Tax purposes (a “Swiss Guarantor”) and the rights of the Notes Secured Parties are subject to the following limitations: (a) If and to the extent that that: (1) a Swiss Guarantor guarantees or becomes directly or indirectly liable for obligations other than obligations of a Guarantor incorporated in Switzerland one of its wholly owned direct or indirect subsidiaries (the “Restricted Obligations”); and (2) a payment in fulfilling such Restricted Obligations would in accordance with applicable Swiss Guarantor”) under this Indenture or an applicable Note Guarantee, are for the benefit of its direct or indirect Affiliates (other than its direct or indirect wholly owned Subsidiaries) and that complying with such obligations would law constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Guarantor or would otherwise be restricted under Swiss corporate law then applicable (the “Restricted Obligations”)mandatory Swiss law, the following provisions shall apply: The aggregate liability of a Swiss Guarantor for such Restricted Obligations under this Indenture or an applicable Note Guarantee (and the amount of any payment in relation thereto) shall from time to time be limited to the extent and amount as determined in the maximum amount of its profits and reserves available for distribution to its shareholders at the point accordance with applicable Swiss law as then in time such Swiss Guarantor’s obligations fall due effect (the “Swiss Available Amount”), provided that this is a requirement under applicable law at that time and further provided that such . This limitation (as may apply from time to time or not) shall not (generally or definitively) release such the Swiss Guarantor from performing Restricted Obligations hereunder its obligations in excess thereofof the Swiss Available Amount, but merely postpone the performance date therefor thereof until such times as performance is again permitted notwithstanding under applicable Swiss law. Any and all indemnities and guarantees of such limitation. Immediately after having been requested to perform Swiss Guarantor contained in any Note Documents shall be construed in a manner consistent with this Section 10.12. (b) In case a Swiss Guarantor who must make a payment in respect of Restricted Obligations under this Indenture or an applicable any other Note Guarantee, a Document is obliged to withhold Swiss Guarantor shall and any parent company Withholding Tax in respect of such Swiss Guarantor shall procure that payment, such Swiss Guarantor will: (i) if and to the extent requested by the Trustee or required under then applicable Swiss law, provide the Trustee, within 30 business days, with (a) an interim balance sheet audited by its statutory auditors, (b) the determination by the statutory auditors of the Available Amount based on such interim audited balance sheet and (c) a confirmation from the statutory auditors of such Swiss Guarantor that the Available Amount complies with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves; (ii) take such further corporate and other action which may be necessary at the time (such as board and shareholder approvals and the receipt of any confirmations from its statutory auditors) in order to allow a prompt payment under this Indenture or an applicable Note Guarantee with a minimum of limitations; and/or (iii) immediately after confirming the Available Amount in accordance with sub-paragraph (i) above, procure that any amounts received or collected by the Trustee under and in connection with Restricted Obligations under this Indenture or an applicable Note Guarantee in excess of the Available Amount shall be retransferred to it as soon as possible and, if not already done so, be paid up to the Available Amount (less, if required, any Swiss Withholding Tax) to the Trustee. If so required under applicable law (including double tax treaties) in force at the time it is required to perform Restricted Obligations under this Indenture or an applicable Note Guarantee, a Swiss Guarantor shall: (i1) use its best efforts to ensure that any such payments under this Indenture or an applicable Note Guarantee can be made without deduction of Swiss Withholding Tax Tax, or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to for such tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the tax; (ii2) if and the notification procedure pursuant to the extent required by applicable law in force at the relevant time (including double taxation treaties): (A) preceding sub-paragraph does not apply, deduct the Swiss Withholding Tax at the rate of 35% (or such other rate as is in force at that from time to time) from any payment under this Indenture ), or an applicable Note Guarantee; (B) pay if the notification procedure pursuant to the preceding sub-paragraph applies for a part of the Swiss Withholding Tax only, deduct Swiss Withholding Tax at the reduced rate resulting after the discharge of part of such tax by notification under applicable law, from any payment made by it in respect of Restricted Obligations and promptly pay any such taxes to the tax authorities referred to in Article 34 Swiss Federal Tax Administration; (3) notify the Trustee that such notification, or as the case may be, deduction has been made and provide the Trustee with evidence that such a notification of the Swiss Federal Law on Withholding Tax (Bundesgesetz über die Verrechnungssteuer vom 13. Oktober 1965Administration has been made or, SR 642.21) (as the “Swiss Federal Tax Administration”); and (C) notify and provide evidence to the Trustee that the Swiss Withholding Tax has case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration. A ; (4) in the case of a deduction of Swiss Guarantor shall Withholding Tax, use its best efforts to ensure that any person other than the Trustee or a Notes Secured Party, which is, as a result of a deduction of Swiss Withholding Tax, is entitled to a full or partial refund of the Swiss Withholding TaxTax deducted from such payment in respect of Restricted Obligations, will, as soon as possible after the such deduction of the Swiss Withholding Tax, (iA) request be in a position to apply for a refund of the Swiss Withholding Tax under any applicable law (including double tax treaties) and (ii) pay to the Trustee upon receipt any amounts so refunded or (B) if the Trustee or any other Notes Secured Party is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment and if requested by the Trustee, provide the Trustee or the Notes Secured Party those documents that are required by law and applicable tax treaties to be provided by the payer of such tax in order to enable the Trustee or the Notes Secured Party to prepare a claim for refund of Swiss Withholding Tax. The Trustee and the Secured Parties shall co-operate with each other to secure such refund. (c) If a Swiss Guarantor is obliged to withhold Swiss Withholding Tax in accordance with paragraph (b) above, the Trustee and the relevant Notes Secured Parties shall be entitled to further request payment under the guarantees granted or other liabilities assumed to it under this Indenture or any other Note Document and apply proceeds therefrom against the Restricted Obligations up to an amount so refundedwhich is equal to that amount which would have been obtained if no withholding of Swiss Withholding Tax were required, whereby such further payments shall always be limited to the Swiss Available Amount. In case the proceeds irrevocably received by the Trustee or a Notes Secured Party pursuant to paragraph (b)(iv) above and this paragraph (c) have the effect that the proceeds received by the Trustee and the Notes Secured Parties exceed the Swiss Available Amount, then the Trustee and the Notes Secured Parties shall promptly return such overcompensation to the Swiss Guarantor. (d) If and to the extent requested by the Trustee and if and to the extent this is from time to time permitted under applicable Swiss mandatory law notwithstanding the restrictions referred to in this Section 10.12, in order to allow the Trustee and the Notes Secured Parties to obtain a maximum benefit under this Indenture and any other Note Document, the Swiss Guarantor and each Issuer and other Grantor shall take all such measures and/or promptly procure the fulfilment of all such prerequisites, in each case to the extent within its respective power, as are necessary and appropriate to achieve, without delay, payment towards the discharge of the Restricted Obligations and to enable it to promptly perform its obligations under this Indenture or any other Note Document and make the (required) payment(s) thereunder from time to time, including the following: (1) the preparation of an up-to-date (interim) audited balance sheet of the Swiss Guarantor; (2) the confirmation of the auditors of the Swiss Guarantor that the relevant amount represents the Swiss Available Amount; (3) the passing of unanimous written resolutions of the quotaholders of the Swiss Guarantor approving the (resulting) distribution; (4) the conversion of restricted reserves into profits and reserves freely available for the distribution as dividends (to the extent permitted by mandatory Swiss law); (5) to the extent permitted by applicable Swiss law, (A) write up or realize any of its assets shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of a realization, however, only if such assets are not necessary for the Swiss Guarantor’s business (nicht betriebsnotwendig) and/or (B) reduce its quota capital; and (6) all such other measures necessary or useful and/or to promptly procure the fulfilment of all prerequisites reasonably necessary to allow the Swiss Guarantor to promptly make the payments and perform the obligations agreed hereunder from time to time with a minimum of limitations.