Common use of Substitution of Company Clause in Contracts

Substitution of Company. The Company may substitute the Parent in respect of all of the Company’s obligations under the Notes and this Indenture on an unsecured and unsubordinated basis if: (1) the Parent shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (2) immediately after giving pro forma effect to such substitution (and assuming the covenants of this Indenture would apply to the Parent on the same basis that they apply to the Company immediately prior to such substitution and treating all Indebtedness of the Parent and its Subsidiaries as Incurred at the time of substitution), no Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such substitution, the Parent would have a Consolidated Leverage Ratio equal to or better than that of the Company immediately prior to such substitution; (4) the Parent shall comply with Section 4.12; and (5) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such substitution and such supplemental indenture comply with this Indenture and stating that this Indenture and the Notes are the legal valid and binding obligation of the Parent and enforceable against the Parent in accordance with their terms. In the event the Parent is substituted for the Company pursuant to the terms hereof, the Parent will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, and will be subject to all of the obligations and covenants of, the Company and the General Partner under this Indenture, all obligations of the Guarantors under this Indenture and the Guarantees shall remain unchanged and the Company shall be deemed a Restricted Subsidiary of the Parent and shall immediately become a Guarantor hereunder.

Substitution of Company. (a) The Company may at any time, without the consent of the Holders or the Trustee, substitute the Parent Guarantor for itself as principal obligor under the Convertible Securities of a series, provided that no payment in respect of the Convertible Securities of such series is at the relevant time overdue, on the terms and subject to the conditions, if any, set forth in any indenture supplemental hereto. In order to give effect to such substitution, the Company shall give no more than 30 calendar days nor less than 10 calendar days notice of the Substitution Date to the Trustee and the Holders of such Convertible Securities in accordance with Section 15.02. With effect from the 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 Company’s obligations of the Company as, principal obligor under the Notes Convertible Securities of such series. From the Substitution Date, references herein, and this Indenture on an unsecured and unsubordinated basis if: (1) the Parent shall expressly assume, by an in any indenture supplemental hereto, executed to “the Company” shall be construed accordingly and delivered references to “Guernsey” shall, unless the context otherwise requires, be construed as references to “Switzerland.” The Guarantor shall indemnify each Holder of the Convertible Securities of such series 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 substitution not been made, as well as against any cost or expense incurred by such Holder relating to the Trusteesubstitution, including, but not limited to, legal costs, if any. The Guarantor shall ensure that all action, conditions and requirements to be taken, fulfilled and done (including the obtaining of any necessary consents or the entering into of a deed poll to effect substitution) to ensure that the substitution creates valid, legally binding and enforceable obligations of the Guarantor have been taken, fulfilled and done and are in form satisfactory full force and effect. The Guarantor undertakes to the TrusteeHolders that after a substitution, if any, the Guarantor will assume all the obligations of the Company as a principal obligor under the Notes and this Indenture;Convertible Securities. (2b) immediately after giving pro forma effect to such substitution (and assuming In the covenants event of this Indenture would apply to a reorganization or similar proceeding involving the Parent on interposition of a limited liability company between the same basis that they apply to shareholders of the Company Guarantor, immediately prior to such substitution reorganization, and treating all Indebtedness the Guarantor, as set forth in an indenture supplemental hereto, the Company shall, and shall cause the Guarantor to, but subject as provided in Section 3.11(a) without the consent of Holders or the Trustee, enter into such agreements and arrangements and make such amendments to the terms of the Parent Convertible Securities and its Subsidiaries the Guarantee as Incurred at the time of substitution), no Default shall have occurred and be continuing; (3) immediately after giving pro forma effect are necessary to ensure that following such substitutionreorganization or similar proceeding, the Parent would have Convertible Securities shall be convertible into ordinary shares of the newly formed company mutatis mutandis as provided in this Indenture and any applicable indenture supplemental hereto. Upon the occurrence of such a Consolidated Leverage Ratio equal to reorganization or better than that similar proceeding, the other obligations of the Company immediately prior to such substitution; (4) hereunder and/or the Parent Guarantor under the Guarantee shall comply with Section 4.12; and (5) the Company shall have delivered be unaffected. Notwithstanding anything to the Trustee an Officer’s Certificate and an Opinion of Counselcontrary contained in this Section 3.11(b), each stating that any such substitution and such amendment shall be set forth in a supplemental indenture comply authorized by Section 10.01 and complying with this Indenture and stating that this Indenture and the Notes are the legal valid and binding obligation of the Parent and enforceable against the Parent entered into in accordance with their terms. In the event the Parent is substituted for the Company pursuant to the terms hereof, the Parent will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, and will be subject to all provisions of the obligations and covenants of, the Company and the General Partner under this Indenture, all obligations of the Guarantors under this Indenture and the Guarantees shall remain unchanged and the Company shall be deemed a Restricted Subsidiary of the Parent and shall immediately become a Guarantor hereunderArticle 10.