Common use of Right of Enforcement Clause in Contracts

Right of Enforcement. (a) Subject to paragraph (b) of this Clause 8.1 below, if (i) an Enforcement Event has occurred and is continuing and (ii) any of the Obligations has become due and payable, then the Collateral Agent is entitled to enforce this Agreement and realise the Collateral. (b) The Collateral Agent may only realise the Collateral in accordance with paragraph (a) of this Clause 8.1 above in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Transferor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor, up to such proceeds and (ii) a direct or indirect subsidiary of the Transferor (the “Transferor’s Subsidiary”) (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor’s Subsidiary, up to such proceeds) after (i) the Transferor’s auditors have (y) delivered an audited interim balance sheet of the Transferor (valuating the Collateral at its realisation value) to the Collateral Agent and (z) determined the existence and extent of the profits available for the payment of a dividend by the Transferor in accordance with the relevant provisions of the Swiss Code of Obligations (the “Auditor’s Determination”) and (ii) the Transferor’s shareholders have passed for such dividend payment resolutions for the distribution of dividends (“Dividend Resolution”) in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time. The Transferor shall deliver the Auditor’s Determination and the Dividend Resolution within 30 business days after the Collateral Agent has given notice to the Transferor of its intention to realise the Collateral. The Collateral Agent shall only realise the Collateral in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Transferor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor, up to such proceeds and (ii) a Transferor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor’s Subsidiary, up to such proceeds) if according to the Auditor’s Determination and the Dividend Resolution the Transferor has validly resolved to distribute the profits available for payment of a dividend, subject to Clause 9 (Swiss Limitations) below, provided that if the Collateral is not realised and/or the security granted hereunder not enforceable, the Collateral Agent may subsequently again seek to realise the Collateral in accordance with this paragraph (b) of Clause 8.1 and Clause 9 (Swiss Limitations) at any time thereafter. 8.2 The Collateral Agent will notify the Transferor in writing at least 5 (five) business days prior to the enforcement of the security granted hereunder. No such notice shall be required if (i) the Transferor has generally ceased to make payments, (ii) an application for the institution of insolvency proceedings is filed by or against the Transferor or (iii) the Collateral Agent has reasonable grounds to believe that observance of the notice period would adversely affect the legitimate interests (berechtigte Interessen) of the Collateral Agent. 8.3 In the case of a sale, the Transferor shall promptly provide the Collateral Agent with all documents of title and other documents relating to the Collateral. 8.4 At any time while an enforcement event as described in sub-clause 8.1 is continuing, the Collateral Agent has the right to sell all or part of the Collateral by way of private sale to the extent necessary to satisfy any outstanding Obligations, it being understood that the Collateral Agent shall apply the proceeds of such realisation towards the Obligations in accordance with the First Lien Intercreditor Agreement. 8.5 While being entitled to enforce the security interest created hereunder in accordance with Clause 8.1 above the Collateral Agent may request the Transferor to sell the Collateral for and on its behalf and the Transferor shall promptly comply with such request. 8.6 If the Collateral Agent sells the Collateral pursuant to this Clause 8 it may take all measures and enter into all agreements which it commercially reasonably considers to be expedient in connection therewith. 8.7 Notwithstanding sub-Clause 8.4, the Collateral Agent may, following the occurrence of an Enforcement Event and whilst it is continuing, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations. 8.8 Given the non-accessory nature of this security, the Transferor has no defences of revocation and set-off and no defences based on defences any Grantor might have against the Obligations. The Collateral Agent is not required to proceed against or enforce any other rights or security before enforcing the security created hereunder. 8.9 The Transferor shall not at any time before, on or after an enforcement of the security created hereunder and as a result of the Transferor entering into this Agreement, be entitled to demand indemnification or compensation from any other Grantor or to assign any of these claims.

Right of Enforcement. (a) Subject to paragraph (b) of this Clause 8.1 below, if 10.1 If (i) an Enforcement Event has occurred and is continuing and (ii) any of the Obligations has become due and payable, then the Collateral Agent is entitled to enforce this Agreement and realise the Collateral. (b) The Collateral Agent may only realise the Collateral in accordance with paragraph (a) of this Clause 8.1 above in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Transferor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor, up to such proceeds and (ii) a direct or indirect subsidiary of the Transferor (the “Transferor’s Subsidiary”) (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor’s Subsidiary, up to such proceeds) after (i) the Transferor’s auditors have (y) delivered an audited interim balance sheet of the Transferor (valuating the Collateral at its realisation value) to the Collateral Agent and (z) determined the existence and extent of the profits available for the payment of a dividend by the Transferor in accordance with the relevant provisions of the Swiss Code of Obligations (the “Auditor’s Determination”) and (ii) the Transferor’s shareholders have passed for such dividend payment resolutions for the distribution of dividends (“Dividend Resolution”) in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time. The Transferor shall deliver the Auditor’s Determination and the Dividend Resolution within 30 business days after the Collateral Agent has given notice to the Transferor of its intention to realise the Collateral. The Collateral Agent shall only realise the Collateral in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Transferor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor, up to such proceeds and (ii) a Transferor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor’s Subsidiary, up to such proceeds) if according to the Auditor’s Determination and the Dividend Resolution the Transferor has validly resolved to distribute the profits available for payment of a dividend, subject to Clause 9 (Swiss Limitations) below, provided that if the Collateral is not realised and/or the security granted hereunder not enforceable, the Collateral Agent may subsequently again seek to realise the Collateral in accordance with this paragraph (b) of Clause 8.1 and Clause 9 (Swiss Limitations) at any time thereafter. 8.2 10.2 The Collateral Agent will notify the Transferor in writing at least 5 (five) business days prior to the enforcement of the security granted hereunder. No such notice shall be required if (i) the Transferor has generally ceased to make payments, (ii) an application for the institution of insolvency proceedings is filed by or against the Transferor or (iii) the Collateral Agent has reasonable grounds to believe that observance of the notice period would adversely affect the legitimate interests (berechtigte Interessen) of the Collateral Agent. 8.3 10.3 In the case of a sale, the Transferor shall promptly provide the Collateral Agent with all documents of title and other documents relating to the CollateralCollateral and/or the Licence Receivables. 8.4 10.4 At any time while an enforcement event as described in sub-clause 8.1 10.1 is continuing, the Collateral Agent has the right to sell all or part of the Collateral by way of private sale to the extent necessary to satisfy any outstanding Obligations, it being understood that the Collateral Agent shall apply the proceeds of such realisation towards the Obligations in accordance with the First Lien Intercreditor Agreement. 8.5 10.5 While being entitled to enforce the security interest created hereunder in accordance with Clause 8.1 10.1 above the Collateral Agent is entitled to revoke the Authorisation, notify the debtors, enforce its rights under this Agreement and arrange for the collection of the Licence Receivables in its own name and for its own account or for the sale of the Licence Receivables. The Collateral Agent may request the Transferor to collect the Licence Receivables for and on behalf of the Collateral Agent and in accordance with the Collateral Agent’s instruction. The Transferor shall promptly comply with such request. 10.6 If the Collateral Agent collects any Licence Receivables pursuant to sub-Clause 10.5 hereof, it may take all measures and enter into all agreements with such debtors which it considers to be expedient. In particular, the Collateral Agent may grant discounts or indulgence to any debtors and/or enter into settlement agreements in relation to existing Licence Receivables at any time. 10.7 While being entitled to enforce the security interest created hereunder in accordance with Clause 10.1 above the Collateral Agent may request the Transferor to sell the Collateral for and on its behalf and the Transferor shall promptly comply with such request. 8.6 10.8 If the Collateral Agent sells the Collateral pursuant to this Clause 8 it may take all measures and enter into all agreements which it commercially reasonably considers to be expedient in connection therewith. 8.7 10.9 Notwithstanding sub-Clause 8.410.4, the Collateral Agent may, following the occurrence of an Enforcement Event and whilst it is continuing, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations. 8.8 10.10 Given the non-accessory nature of this security, the Transferor has no defences of revocation and set-off and no defences based on defences any Grantor might have against the Obligations. The Collateral Agent is not required to proceed against or enforce any other rights or security before enforcing the security created hereunder. 8.9 10.11 The Transferor shall not at any time before, on or after an enforcement of the security created hereunder and as a result of the Transferor entering into this Agreement, be entitled to demand indemnification or compensation from any other Grantor or to assign any of these claims.

Right of Enforcement. (a) Subject to paragraph (b) of this Clause 8.1 below, if 10.1 If (i) an Enforcement Event has occurred and is continuing and (ii) any of the Obligations has become due and payable, then the Collateral Agent is entitled to enforce this Agreement and realise the Collateral. (b) The Collateral Agent may only realise the Collateral in accordance with paragraph (a) of this Clause 8.1 above in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Transferor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor, up to such proceeds and (ii) a direct or indirect subsidiary of the Transferor (the “Transferor’s Subsidiary”) (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor’s Subsidiary, up to such proceeds) after (i) the Transferor’s auditors have (y) delivered an audited interim balance sheet of the Transferor (valuating the Collateral at its realisation value) to the Collateral Agent and (z) determined the existence and extent of the profits available for the payment of a dividend by the Transferor in accordance with the relevant provisions of the Swiss Code of Obligations (the “Auditor’s Determination”) and (ii) the Transferor’s shareholders have passed for such dividend payment resolutions for the distribution of dividends (“Dividend Resolution”) in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time. The Transferor shall deliver the Auditor’s Determination and the Dividend Resolution within 30 business days after the Collateral Agent has given notice to the Transferor of its intention to realise the Collateral. The Collateral Agent shall only realise the Collateral in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Transferor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor, up to such proceeds and (ii) a Transferor’s Subsidiary (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor’s Subsidiary, up to such proceeds) if according to the Auditor’s Determination and the Dividend Resolution the Transferor has validly resolved to distribute the profits available for payment of a dividend, subject to Clause 9 (Swiss Limitations) below, provided that if the Collateral is not realised and/or the security granted hereunder not enforceable, the Collateral Agent may subsequently again seek to realise the Collateral in accordance with this paragraph (b) of Clause 8.1 and Clause 9 (Swiss Limitations) at any time thereafter. 8.2 10.2 The Collateral Agent will notify the Transferor in writing at least 5 (five) business days prior to the enforcement of the security granted hereunder. No such notice shall be required if (i) the Transferor has generally ceased to make payments, (ii) an application for the institution of insolvency proceedings is filed by or against the Transferor or (iii) the Collateral Agent has reasonable grounds to believe that observance of the notice period would adversely affect the legitimate interests (berechtigte Interessen) of the Collateral Agent. 8.3 10.3 In the case of a sale, the Transferor shall promptly provide the Collateral Agent with all documents of title and other documents relating to the CollateralCollateral and/or the Licence Receivables. 8.4 10.4 At any time while an enforcement event as described in sub-clause 8.1 10.1 is continuing, the Collateral Agent has the right to sell all or part of the Collateral by way of private sale to the extent necessary to satisfy any outstanding Obligations, it being understood that the Collateral Agent shall apply the proceeds of such realisation towards the Obligations in accordance with the First Lien Intercreditor Agreement. 8.5 10.5 While being entitled to enforce the security interest created hereunder in accordance with Clause 8.1 10.1 above the Collateral Agent is entitled to revoke the Authorisation, notify the debtors, enforce its rights under this Agreement and arrange for the collection of the Licence Receivables in its own name and for its own account or for the sale of the Licence Receivables. The Collateral Agent may request the Transferor to collect the Licence Receivables for and on behalf of the Collateral Agent and in accordance with the Collateral Agent’s instruction. The Transferor shall promptly comply with such request. 10.6 If the Collateral Agent collects any Licence Receivables pursuant to sub-Clause 10.410.5 hereof, it may take all measures and enter into all agreements with such debtors which it considers to be expedient. In particular, the Collateral Agent may grant discounts or indulgence to any debtors and/or enter into settlement agreements in relation to existing Licence Receivables at any time. 10.7 While being entitled to enforce the security interest created hereunder in accordance with Clause 10.1 above the Collateral Agent may request the Transferor to sell the Collateral for and on its behalf and the Transferor shall promptly comply with such request. 8.6 10.8 If the Collateral Agent sells the Collateral pursuant to this Clause 8 it may take all measures and enter into all agreements which it commercially reasonably considers to be expedient in connection therewith. 8.7 10.9 Notwithstanding sub-Clause 8.410.4, the Collateral Agent may, following the occurrence of an Enforcement Event and whilst it is continuing, in its sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations. 8.8 10.10 Given the non-accessory nature of this security, the Transferor has no defences of revocation and set-off and no defences based on defences any Grantor might have against the Obligations. The Collateral Agent is not required to proceed against or enforce any other rights or security before enforcing the security created hereunder. 8.9 10.11 The Transferor shall not at any time before, on or after an enforcement of the security created hereunder and as a result of the Transferor entering into this Agreement, be entitled to demand indemnification or compensation from any other Grantor or to assign any of these claims.