Common use of Switzerland Clause in Contracts

Switzerland. (i) The aggregate liability of any Swiss Guarantor under this Agreement (in particular, without limitation, under this Article VII) and any and all other Loan Documents for, or with respect to, obligations of any other Loan Party (other than the wholly owned direct or indirect Subsidiaries of such Swiss Guarantor) shall not exceed the amount of such Swiss Guarantor’s freely disposable equity in accordance with Swiss law, presently being the total shareholder equity less the total of (A) the aggregate share capital and (B) statutory reserves (including reserves for own shares and revaluations as well as capital surplus (agio)) to the extent such reserves cannot be transferred into unrestricted, distributable reserves). The amount of freely disposable equity shall be determined by the statutory auditors of the relevant Swiss Guarantor on the basis of an audited annual or interim balance sheet of such Swiss Guarantor, to be provided to the Administrative Agent by the Swiss Guarantor promptly after having been requested to perform obligations limited pursuant to this Section 7.09(n) (together with a confirmation of the statutory auditors of such Swiss Guarantor that the determined amount of freely disposable equity complies with this Section 7.09(n) and the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves). (i) The limitation in clause (i) above shall only apply to the extent it is a requirement under applicable law at the time the Swiss Guarantor is required to perform under the Loan Documents. Such limitation shall not free the Swiss Guarantor from its obligations in excess of the freely disposable equity, but merely postpone the performance date thereof until such times when the Swiss Guarantor has again freely disposable equity if and to the extent such freely disposable equity is available. 100 (ii) Each Swiss Guarantor shall, and any holding company of a Swiss Guarantor which is a party to any Loan Document shall procure that each Swiss Guarantor will, take and cause to be taken all and any action, including, without limitation, (A) the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Loan Documents and (B) the obtaining of any confirmations which may be required as a matter of Swiss mandatory law in force at the time the respective Swiss Guarantor is required to make a payment or perform other obligations under this Agreement or any other Loan Document, in order to allow a prompt payment of amounts owing by the Swiss Guarantor under the Loan Documents as well as the performance by the Swiss Guarantor of other obligations under the Loan Documents with a minimum of limitations. (iii) If the enforcement of the obligations of a Swiss Guarantor under the Loan Documents would be limited due to the effects referred to in this Section 7.09(n), the Swiss Guarantor affected shall further, to the extent permitted by applicable law and Swiss accounting standards and write up or sell 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 sale; however, only if such assets are not necessary for the Swiss Guarantor’s business (nicht betriebsnotwendig).

Switzerland. Notwithstanding anything to the contrary in this Indenture, the obligations of a Swiss Guarantor and the rights of the Trustee, Collateral Agent and each Holder under this Indenture or any other Note Document are subject to the following limitations: (1) If and to the extent (i) The aggregate liability of any a guarantee or security granted, indemnity or other obligation assumed by a Swiss Guarantor under this Agreement (in particular, without limitation, under this Article VII) and Indenture or any and all other Loan Documents for, Note Document guarantees or with respect to, secures obligations of any other Loan Party of its (other than the wholly owned direct or indirect Subsidiaries indirect) Parent Companies (upstream security) or sister companies (cross-stream security) (the “Upstream or Cross-Stream Secured Obligations”) and (ii) using the proceeds from the enforcement of such guarantee, security, indemnity or other obligation to discharge the Upstream or Cross-Stream Secured Obligations would be unlawful under Swiss Guarantormandatory law (inter alia, by constituting a repayment of capital (Einlagerückgewähr/Kapitalrückzahlung), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung)) at such time, the proceeds from the enforcement of such guarantee, security, indemnity or other obligation to be used to discharge the Upstream or Cross-Stream Secured Obligations shall not exceed be limited to the maximum amount of such Swiss Guarantor’s freely disposable equity at the time of enforcement (the “Maximum Amount”); provided that such limitation is required under the applicable Swiss mandatory law at that time; provided, further, that such limitation shall not free such Swiss Guarantor from its obligations, or prevent the Trustee or Collateral Agent from applying such enforcement proceeds, in accordance with excess of the Maximum Amount, but merely postpone the performance date of those obligations until such time or times as performance is again permitted under then applicable Swiss mandatory law, presently being the total shareholder equity less the total of (A) the aggregate share capital and (B) statutory reserves (including reserves for own shares and revaluations as well as capital surplus (agio)) to the extent such reserves cannot be transferred into unrestricted, distributable reserves). The amount This Maximum Amount of freely disposable equity shall be determined in accordance with Swiss law and applicable Swiss accounting principles and, if and to the extent required by applicable Swiss law, shall be confirmed by the statutory auditors of the relevant such Swiss Guarantor on the basis of an interim audited annual or interim balance sheet as of such Swiss Guarantorthat time. (2) In respect of Upstream or Cross-Stream Secured Obligations, to be provided to the Administrative Agent by the each Swiss Guarantor promptly after having been requested to perform obligations limited pursuant to this Section 7.09(n) (together with a confirmation shall, as concerns the proceeds resulting from the enforcement of the statutory auditors of any guarantee or security granted or indemnity or other obligation assumed by such Swiss Guarantor that the determined amount of freely disposable equity complies with under this Section 7.09(n) and the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves). (i) The limitation in clause (i) above shall only apply to the extent it is a requirement under applicable law at the time the Swiss Guarantor is required to perform under the Loan Documents. Such limitation shall not free the Swiss Guarantor from its obligations in excess of the freely disposable equity​ Indenture or any other Note Document, but merely postpone the performance date thereof until such times when the Swiss Guarantor has again freely disposable equity if and to the extent Swiss Withholding Tax is required by applicable law in force at the relevant time to be paid in relation thereto: (A) procure that such freely disposable equity is available. 100payment or enforcement proceeds can be used to discharge Upstream or Cross-Stream Secured Obligations without deduction of Swiss Withholding Tax by discharging the liability to pay such tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the tax; (B) if the notification procedure pursuant to subclause (A) above: (i) applies for a part of the Swiss Withholding Tax only, such Swiss Guarantor undertakes to deduct (and, with respect to enforcement proceeds of security, the Collateral Agent, acting at the direction of the requisite Holders, undertakes to deduct) from any payment or enforcement proceeds used to discharge Upstream or Cross-Stream Secured Obligations an amount of Swiss Withholding Tax at the reduced rate resulting after the discharge of part of such tax by notification under applicable law; or (ii) Each does not apply, deduct (and, with respect to enforcement proceeds of security, the Collateral Agent, acting at the direction of the requisite Holders, undertakes to deduct) an amount equivalent to the Swiss Withholding Tax at such rate (currently 35% at the date of this Indenture) as is in force from time to time from any such payment or enforcement proceeds used to discharge Upstream or Cross-Stream Secured Obligations that may be due by such Swiss Guarantor to the Swiss Federal Tax Administration from such payment or enforcement, and, in the case of each of the foregoing clauses (i) and (ii), subject to any applicable double taxation treaty or any other applicable treaty, pay (and, with respect to enforcement proceeds of security, the Collateral Agent, acting at the direction of the requisite Holders, undertakes to pay), without delay, any such taxes deducted to the Swiss Federal Tax Administration in the name and for the account of the Swiss Guarantor; (C) notify the Trustee or Collateral Agent, as applicable, that such notification or, as the case may be, deduction has been made, and provide the Trustee or Collateral Agent, as applicable, with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration; and (D) in the case of a deduction of Swiss Withholding Tax, (i) use its best efforts to ensure that any person, which is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment or enforcement proceeds, will, as soon as possible after such deduction (A) request a refund of Swiss Withholding Tax under applicable law (including tax treaties); and (B) pay to the Trustee or Collateral Agent, as applicable, upon receipt any amount so refunded; and (ii) if the Trustee, the Collateral Agent or any Holder is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment or enforcement proceeds, and if requested by the Trustee, the Collateral Agent or any such Holder, shall provide to the Trustee, the Collateral Agent or any such Holder those documents that are required by law and applicable tax treaties to be provided by the payer of such tax to prepare a claim for refund of Swiss Withholding Tax. (3) If a Swiss Guarantor or the Collateral Agent is obliged to deduct Swiss Withholding Tax in accordance with clause (2) above, the Trustee, the Collateral Agent and each Holder shall be entitled to further enforce the guarantee or security granted or indemnity or other obligation assumed by such Swiss Guarantor under this Indenture or any other Note Document and/or further apply proceeds therefrom against Upstream or Cross-Stream Secured Obligations up to an amount which is equal to that amount which would have been obtained if no withholding of Swiss Withholding Tax were required, whereby such further enforcements/applications of proceeds shall always be limited to the Maximum Amount as set out in clause (1) above. (4) If and to the extent (i) reasonably requested by the Trustee or Collateral Agent, as applicable, or (ii) required under Swiss mandatory law applicable at the relevant time, in order to allow the Trustee and Collateral Agent, as applicable, and each Holder to obtain a maximum benefit under the guarantee or security granted or indemnity or other obligation assumed by such Swiss Guarantor, such Swiss Guarantor shall, and any holding company Parent Company of a such Swiss Guarantor which is being a party to this Indenture or any Loan other Note Document shall procure that each such Swiss Guarantor will, promptly take and promptly cause to be taken all and any action, including, without limitation, including the following: (A) the passing of any shareholders’ resolutions to approve any the payment or other performance under this Agreement or any other Loan Documents and (B) use of the obtaining of any confirmations enforcement proceeds, which may be required as a matter of Swiss mandatory law in force at the time of the respective Swiss Guarantor is required to make a payment enforcement of the Upstream or perform other obligations under this Agreement or any other Loan Document, Cross-Stream Secured Obligations in order to allow a prompt payment use of amounts owing by the enforcement proceeds; (B) preparation of an up-to-date audited balance sheet of such Swiss Guarantor; (C) confirmation of the auditors of that Swiss Guarantor under that the Loan Documents as well as relevant amount represents the performance by the Swiss Guarantor of other obligations under the Loan Documents with a minimum of limitations.Maximum Amount; (iiiD) If conversion of restricted reserves into profits and reserves freely available for the enforcement of the obligations of a Swiss Guarantor under the Loan Documents would be limited due distribution as dividends (to the effects referred extent permitted by mandatory Swiss law); (E) revaluation of hidden reserves (to in this Section 7.09(nthe extent permitted by mandatory Swiss law), the Swiss Guarantor affected shall further, ; (F) to the extent permitted by applicable law and Swiss accounting standards and write standards, write-up or sell realize 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 sale; realization, however, only if such assets are not necessary for the respective Swiss Guarantor’s business (nicht betriebsnotwendig); and (G) all such other measures necessary or useful to allow the Trustee, Collateral Agent, and each Holder to use enforcement proceeds as agreed hereunder with a minimum of limitations.

Switzerland. (iii) The aggregate liability of any Swiss Guarantor under this Agreement (in particular, without limitation, under this Article VII) and any and all other Loan Documents for, or with respect to, obligations of any other Loan Party (other than the wholly owned direct or indirect Subsidiaries of such Swiss Guarantor) shall not exceed the amount of such Swiss Guarantor’s freely disposable equity in accordance with Swiss law, presently being the total shareholder equity less the total of (A) the aggregate share capital and (B) statutory reserves (including reserves for own shares and revaluations as well as capital surplus (agio)) to the extent such reserves cannot be transferred into ​ unrestricted, distributable reserves). The amount of freely disposable equity shall be determined by the statutory auditors of the relevant Swiss Guarantor on the basis of an audited annual or interim balance sheet of such Swiss Guarantor, to be provided to the Administrative Agent by the Swiss Guarantor promptly after having been requested to perform obligations limited pursuant to this Section 7.09(n) (together with a confirmation of the statutory auditors of such Swiss Guarantor that the determined amount of freely disposable equity complies with this Section 7.09(n) and the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves). (i) The limitation in clause (i) above shall only apply to the extent it is a requirement under applicable law at the time the Swiss Guarantor is required to perform under the Loan Documents. Such limitation shall not free the Swiss Guarantor from its obligations in excess of the freely disposable equity, but merely postpone the performance date thereof until such times when the Swiss Guarantor has again freely disposable equity if and to the extent such freely disposable equity is available. 100. (ii) Each Swiss Guarantor shall, and any holding company of a Swiss Guarantor which is a party to any Loan Document shall procure that each Swiss Guarantor will, take and cause to be taken all and any action, including, without limitation, (A) the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Loan Documents and (B) the obtaining of any confirmations which may be required as a matter of Swiss mandatory law in force at the time the respective Swiss Guarantor is required to make a payment or perform other obligations under this Agreement or any other Loan Document, in order to allow a prompt payment of amounts owing by the Swiss Guarantor under the Loan Documents as well as the performance by the Swiss Guarantor of other obligations under the Loan Documents with a minimum of limitations. (iii) If the enforcement of the obligations of a Swiss Guarantor under the Loan Documents would be limited due to the effects referred to in this Section 7.09(n), the Swiss Guarantor affected shall further, to the extent permitted by applicable law and Swiss accounting standards and write up or sell 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 sale; however, only if such assets are not necessary for the Swiss Guarantor’s business (nicht betriebsnotwendig).

Switzerland. (i) The aggregate liability of any Swiss Guarantor under this Agreement (in particular, without limitation, under this Article VII) and any and all other Loan Documents for, or with respect to, obligations of any other Loan Party (other than the wholly owned direct or indirect Subsidiaries of such Swiss Guarantor) shall not exceed the amount of such Swiss Guarantor’s freely disposable equity in accordance with Swiss law, presently being the total shareholder equity less the total of (A) the aggregate share capital and (B) statutory reserves (including reserves for own shares and revaluations as well as capital surplus (agio)) to the extent such reserves cannot be transferred into unrestricted, distributable reserves). The amount of freely disposable equity shall be determined by the statutory auditors of the relevant Swiss Guarantor on the basis of an audited annual or interim balance sheet of such Swiss Guarantor, to be provided to the Administrative Agent by the Swiss Guarantor promptly after having been requested to perform obligations limited pursuant to this Section 7.09(n) (together with a confirmation of the statutory auditors of such Swiss Guarantor that the determined amount of freely disposable equity complies with this Section 7.09(n) and the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves). (i) The limitation in clause (i) above shall only apply to the extent it is a requirement under applicable law at the time the Swiss Guarantor is required to perform under the Loan Documents. Such limitation shall not free the Swiss Guarantor from its obligations in excess of the freely disposable equity, but merely postpone the performance date thereof until such times when the Swiss Guarantor has again freely disposable equity if and to the extent such freely disposable equity is available. 100. (ii) Each Swiss Guarantor shall, and any holding company of a Swiss Guarantor which is a party to any Loan Document shall procure that each Swiss Guarantor will, take and cause to be taken all and any action, including, without limitation, (A) the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Loan Documents and (B) the obtaining of any confirmations which may be 137 required as a matter of Swiss mandatory law in force at the time the respective Swiss Guarantor is required to make a payment or perform other obligations under this Agreement or any other Loan Document, in order to allow a prompt payment of amounts owing by the Swiss Guarantor under the Loan Documents as well as the performance by the Swiss Guarantor of other obligations under the Loan Documents with a minimum of limitations. (iii) If the enforcement of the obligations of a Swiss Guarantor under the Loan Documents would be limited due to the effects referred to in this Section 7.09(n), the Swiss Guarantor affected shall further, to the extent permitted by applicable law and Swiss accounting standards and write up or sell 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 sale; however, only if such assets are not necessary for the Swiss Guarantor’s business (nicht betriebsnotwendig).

Switzerland. Notwithstanding anything to the contrary in this Indenture, the obligations of a Note Party incorporated and organized under the laws of Switzerland (each a “Swiss Guarantor”) and the rights of the Trustee, Collateral Agent and each Holder under this Indenture or any other Note Document are subject to the following limitations: (1) If and to the extent (i) The aggregate liability of any a guarantee or security granted, indemnity or other obligation assumed by a Swiss Guarantor under this Agreement (in particular, without limitation, under this Article VII) and Indenture or any and all other Loan Documents for, Note Document guarantees or with respect to, secures obligations of any other Loan Party of its (other than the wholly owned direct or indirect Subsidiaries indirect) Parent Companies (upstream ​ security) or sister companies (cross-stream security) (the “Upstream or Cross-Stream Secured Obligations”) and (ii) using the proceeds from the enforcement of such guarantee, security, indemnity or other obligation to discharge the Upstream or Cross-Stream Secured Obligations would be unlawful under Swiss Guarantormandatory law (inter alia, by constituting a repayment of capital (Einlagerückgewähr/Kapitalrückzahlung), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung)) at such time, the proceeds from the enforcement of such guarantee, security, indemnity or other obligation to be used to discharge the Upstream or Cross-Stream Secured Obligations shall not exceed be limited to the maximum amount of such Swiss Guarantor’s freely disposable equity at the time of enforcement (the “Maximum Amount”); provided that such limitation is required under the applicable Swiss mandatory law at that time; provided, further, that such limitation shall not free such Swiss Guarantor from its obligations, or prevent the Trustee or Collateral Agent from applying such enforcement proceeds, in accordance with excess of the Maximum Amount, but merely postpone the performance date of those obligations until such time or times as performance is again permitted under then applicable Swiss mandatory law, presently being the total shareholder equity less the total of (A) the aggregate share capital and (B) statutory reserves (including reserves for own shares and revaluations as well as capital surplus (agio)) to the extent such reserves cannot be transferred into unrestricted, distributable reserves). The amount This Maximum Amount of freely disposable equity shall be determined in accordance with Swiss law and applicable Swiss accounting principles and, if and to the extent required by applicable Swiss law, shall be confirmed by the statutory auditors of the relevant such Swiss Guarantor on the basis of an interim audited annual or interim balance sheet as of such Swiss Guarantorthat time. (2) In respect of Upstream or Cross-Stream Secured Obligations, to be provided to the Administrative Agent by the each Swiss Guarantor promptly after having been requested to perform obligations limited pursuant to this Section 7.09(n) (together with a confirmation shall, as concerns the proceeds resulting from the enforcement of the statutory auditors of any guarantee or security granted or indemnity or other obligation assumed by such Swiss Guarantor that the determined amount of freely disposable equity complies with under this Section 7.09(n) and the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves). (i) The limitation in clause (i) above shall only apply to the extent it is a requirement under applicable law at the time the Swiss Guarantor is required to perform under the Loan Documents. Such limitation shall not free the Swiss Guarantor from its obligations in excess of the freely disposable equityIndenture or any other Note Document, but merely postpone the performance date thereof until such times when the Swiss Guarantor has again freely disposable equity if and to the extent Swiss Withholding Tax is required by applicable law in force at the relevant time to be paid in relation thereto: (a) procure that such freely disposable equity is available. 100payment or enforcement proceeds can be used to discharge Upstream or Cross-Stream Secured Obligations without deduction of Swiss Withholding Tax by discharging the liability to pay such tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the tax; (b) if the notification procedure pursuant to sub-paragraph (i) above: (i) applies for a part of the Swiss Withholding Tax only, such Swiss Guarantor undertakes to deduct (and, with respect to enforcement proceeds of security, the Collateral Agent, acting at the direction of the requisite Holders, undertakes to deduct) from any payment or enforcement proceeds used to discharge Upstream or Cross-Stream Secured Obligations an amount of Swiss Withholding Tax at the reduced rate resulting after the discharge of part of such tax by notification under applicable law; or (ii) Each does not apply, deduct (and, with respect to enforcement proceeds of security, the Collateral Agent, acting at the direction of the requisite Holders, undertakes to deduct) an amount equivalent to the Swiss Withholding Tax at such rate (currently 35% at the date of this Indenture) as is in force from time to time from any such payment or enforcement proceeds used to discharge Upstream or Cross-Stream Secured Obligations that may be due by such Swiss Guarantor to the Swiss Federal ​ ​ Tax Administration from such payment or enforcement, and, in the case of each of the foregoing clauses (i) and (ii), subject to any applicable double taxation treaty or any other applicable treaty, pay (and, with respect to enforcement proceeds of security, the Collateral Agent, acting at the direction of the requisite Holders, undertakes to pay), without delay, any such taxes deducted to the Swiss Federal Tax Administration in the name and for the account of the Swiss Guarantor; (c) notify the Trustee or Collateral Agent, as applicable, that such notification or, as the case may be, deduction has been made, and provide the Trustee or Collateral Agent, as applicable, with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration; and (d) in the case of a deduction of Swiss Withholding Tax, (i) use its best efforts to ensure that any person, which is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment or enforcement proceeds, will, as soon as possible after such deduction (A) request a refund of Swiss Withholding Tax under applicable law (including tax treaties); and (B) pay to the Trustee or Collateral Agent, as applicable, upon receipt any amount so refunded; and (ii) if the Trustee, the Collateral Agent or any Holder is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment or enforcement proceeds, and if requested by the Trustee, the Collateral Agent or any such Holder, shall provide to the Trustee, the Collateral Agent or any such Holder those documents that are required by law and applicable tax treaties to be provided by the payer of such tax to prepare a claim for refund of Swiss Withholding Tax. (3) If a Swiss Guarantor or the Collateral Agent is obliged to deduct Swiss Withholding Tax in accordance with paragraph (2) above, the Trustee, the Collateral Agent and each Holder shall be entitled to further enforce the guarantee or security granted or indemnity or other obligation assumed by such Swiss Guarantor under this Indenture or any other Note Document and/or further apply proceeds therefrom against Upstream or Cross-Stream Secured Obligations up to an amount which is equal to that amount which would have been obtained if no withholding of Swiss Withholding Tax were required, whereby such further enforcements/applications of proceeds shall always be limited to the Maximum Amount as set out in paragraph (1) above. (4) If and to the extent (i) reasonably requested by the Trustee or Collateral Agent, as applicable, or (ii) required under Swiss mandatory law applicable at the relevant time, in order to allow the Trustee and Collateral Agent, as applicable, and each Holder to obtain a maximum benefit under the guarantee or security granted or indemnity or other obligation assumed by such Swiss Guarantor, such Swiss Guarantor shall, and any holding company Parent Company of a such Swiss Guarantor which is being a party to this Indenture or any Loan other Note Document shall procure that each such Swiss Guarantor will, promptly take and promptly cause to be taken all and any action, including, without limitation, including the following: ​ ​ (Aa) the passing of any shareholders’ ' resolutions to approve any the payment or other performance under this Agreement or any other Loan Documents and (B) use of the obtaining of any confirmations enforcement proceeds, which may be required as a matter of Swiss mandatory law in force at the time of the respective Swiss Guarantor is required to make a payment enforcement of the Upstream or perform other obligations under this Agreement or any other Loan Document, Cross-Stream Secured Obligations in order to allow a prompt payment use of amounts owing by the enforcement proceeds; (b) preparation of an up-to-date audited balance sheet of such Swiss Guarantor; (c) confirmation of the auditors of that Swiss Guarantor under that the Loan Documents as well as relevant amount represents the performance by the Swiss Guarantor of other obligations under the Loan Documents with a minimum of limitations.Maximum Amount; (iiid) If conversion of restricted reserves into profits and reserves freely available for the enforcement of the obligations of a Swiss Guarantor under the Loan Documents would be limited due distribution as dividends (to the effects referred extent permitted by mandatory Swiss law); (e) revaluation of hidden reserves (to in this Section 7.09(nthe extent permitted by mandatory Swiss law), the Swiss Guarantor affected shall further, ; (f) to the extent permitted by applicable law and Swiss accounting standards and write standards, write-up or sell realize 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 sale; realization, however, only if such assets are not necessary for the respective Swiss Guarantor’s business (nicht betriebsnotwendig); and (g) all such other measures necessary or useful to allow the Trustee, Collateral Agent, and each Holder to use enforcement proceeds as agreed hereunder with a minimum of limitations.

Switzerland. (i) The aggregate liability of any If and to the extent that: (1) a Guarantor incorporated in Switzerland and/or having its registered office in Switzerland (a “Swiss Guarantor Guarantor”) becomes liable under this Agreement (in particular, without limitation, under this Article VII) and any and all other Loan Documents Guaranty for, or with respect to, obligations Obligations of any other Loan Party (other than the a Loan Party that is a wholly owned direct or indirect Subsidiaries subsidiaries of such the Swiss Guarantor) shall not exceed (the amount of “Restricted Obligations”); and (2) fulfilling such Swiss Guarantor’s freely disposable equity in accordance with liability or obligation would, under Swiss law, presently being constitute a repayment of capital (Einlagerückgewähr), a violation of the total shareholder equity less the total of (A) the aggregate share capital and (B) statutory legally protected reserves (including reserves for own shares and revaluations as well as capital surplus gesetzlich geschützte Reserven) or the payment of a (agio)constructive) to the extent such reserves cannot be transferred into unrestricted, distributable reserves). The amount of freely disposable equity shall be determined by the statutory auditors of the relevant Swiss Guarantor on the basis of an audited annual or interim balance sheet of such Swiss Guarantor, to be provided to the Administrative Agent dividend (Gewinnausschüttung) by the Swiss Guarantor promptly after having been requested to perform obligations limited pursuant to or would otherwise be restricted under then applicable mandatory Swiss law, the Swiss Guarantor's liability under this Section 7.09(n) Guaranty for, or with respect to, the Restricted Obligations (together with a confirmation of and the statutory auditors of such Swiss Guarantor that the determined amount of freely disposable equity complies any payment in relation thereto) shall be limited to the amount as determined in accordance with this Section 7.09(n) and applicable Swiss law as then in effect (the provisions of “Swiss corporate law which are aimed at protecting the share capital and legal reservesAvailable Amount”). (i) . The limitation in clause (i) above shall only apply to the extent it is a requirement under applicable law at the Swiss Available Amount (as may apply from time the Swiss Guarantor is required to perform under the Loan Documents. Such limitation time) shall not definitively free the Swiss Guarantor from its obligations the Restricted Obligations in excess of the freely disposable equitySwiss Available Amount, but merely postpone the performance payment date thereof therefor until such times when the as payment is again permitted under applicable Swiss law. Any and all indemnities and guarantees of such Swiss Guarantor has again freely disposable equity if and to contained in any other Loan Documents shall be construed in a manner consistent with the extent such freely disposable equity is available. 100provisions herein contained. (ii) Each In case the Swiss Guarantor shall, and any holding company of a Swiss Guarantor which is a party to any Loan Document shall procure that each Swiss Guarantor will, take and cause to be taken all and any action, including, without limitation, (A) the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Loan Documents and (B) the obtaining of any confirmations which may be required as a matter of Swiss mandatory law in force at the time the respective Swiss Guarantor who is required to make a payment or perform other obligations in respect of Restricted Obligations under this Agreement Guaranty is obliged to withhold Swiss Withholding Tax in respect of such payment, the Swiss Guarantor shall: (1) use its best efforts that such payments can be made without deduction of Swiss Withholding Tax, or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability for such Tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the Tax; (2) if the notification procedure pursuant to sub-paragraph (i) above does not apply, deduct Swiss Withholding Tax at the rate of 35% (or such other rate as in force from time to time), or if the notification procedure pursuant to sub-paragraph (i) above 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 Swiss Federal Tax Administration; (3) notify the DIP Agent that such a notification, or as the case may be, such a deduction has been made and provide the DIP Agent with evidence that such notification of the Swiss Federal Tax Administration has been made or, as the case may be, any such deductions have been paid to the Swiss Federal Tax Administration; (4) in the case of a deduction of Swiss Withholding Tax, use its best efforts to ensure that any person other Loan Documentthan the DIP Agent, which is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment in respect of Restricted Obligations, will, as soon as possible after such deduction: a. be in a position to apply for a refund of the Swiss Withholding Tax under applicable law (including Tax treaties) and pay to the DIP Agent upon receipt any amounts so refunded; or b. if the DIP Agent or a Secured Party is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment and if requested by the DIP Agent, provide the DIP Agent or 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 allow enable the DIP Agent or Secured Party to prepare a prompt payment claim for refund of amounts owing by Swiss Withholding Tax. The DIP Agent and the Swiss Guarantor under the Loan Documents as well as the performance by the Swiss Guarantor of shall co-operate with each other obligations under the Loan Documents with a minimum of limitationsto secure such refund. (iii) If the enforcement Swiss Guarantor is obliged to withhold Swiss Withholding Tax in accordance with paragraph (ii) above, the DIP Agent shall be entitled to further request payment under the Guaranty and other indemnity granted to it under this Guaranty and apply proceeds therefrom against the Restricted Obligations up to an amount which 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 obligations of Swiss Available Amount. In case the proceeds irrevocably received by the DIP Agent and the Secured Parties pursuant to paragraph (ii)(4) above and this paragraph (iii) have the effect that the proceeds received by the DIP Agent and the Secured Parties exceed the Obligations, then the DIP Agent or the relevant Secured Party shall promptly return such overcompensation to the relevant Swiss Guarantor. (iv) If and to the extent requested by the DIP Agent and if and to the extent this is from time to time permitted under applicable Swiss mandatory law notwithstanding the restrictions referred to in Section 29(g)(i), in order to allow the DIP Agent (and the Secured Parties) to obtain a maximum benefit under this Guaranty and any and all indemnities and guarantees owed by a Swiss Guarantor under contained in any other Loan Documents, such Swiss Guarantor shall take all such measures and/or promptly procure the Loan Documents would be limited due fulfilment of all such prerequisites, in each case to the effects referred extent within its power, as are necessary and appropriate to in achieve, without delay, performance of its obligations under this Section 7.09(n)Guaranty 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 affected shall further, that the relevant amount represents (the maximum of) freely distributable reserves; (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 law and Swiss accounting standards and law, (A) write up or sell realize 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 sale; a realization, however, only if such assets are not necessary for the Swiss Guarantor’s '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.

Switzerland. (i) (i) The aggregate liability of any Swiss Guarantor under this Agreement (in particular, without limitation, under this Article VII) and any and all other Loan Documents for, or with respect to, obligations of any other Loan Party (other than the wholly owned direct or indirect Subsidiaries of such Swiss Guarantor) shall not exceed the amount of such Swiss Guarantor’s freely disposable equity in accordance with Swiss law, presently being the total shareholder equity less the total of (A) the aggregate share capital and (B) statutory reserves (including reserves for own shares and revaluations as well as capital surplus (agio)) to the extent such reserves cannot be transferred into unrestricted, distributable reserves). The amount of freely disposable equity shall be determined by the statutory auditors of the relevant Swiss Guarantor on the basis of an audited annual or interim balance sheet of such Swiss Guarantor, to be provided to the Administrative Agent by the Swiss Guarantor promptly after having been requested to perform obligations limited pursuant to this Section 7.09(n) (together with a confirmation of the statutory auditors of such Swiss Guarantor that the determined amount of freely disposable equity complies with this Section 7.09(n) and the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves). (iii) The limitation in clause (i) above shall only apply to the extent it is a requirement under applicable law at the time the Swiss Guarantor is required to perform under the Loan Documents. Such limitation shall not free the Swiss Guarantor from its obligations in excess of the freely disposable equity, but merely postpone the performance date thereof until such times when the Swiss Guarantor has again freely disposable equity if and to the extent such freely disposable equity is available. 100. (iiiii) Each Swiss Guarantor shall, and any holding company of a Swiss Guarantor which is a party to any Loan Document shall procure that each Swiss Guarantor will, take and cause to be taken all and any action, including, without limitation, (A) the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Loan Documents and (B) the obtaining of any confirmations which may be required as a matter of Swiss mandatory law in force at the time the respective Swiss Guarantor is required to make a payment or perform other ​ ​ obligations under this Agreement or any other Loan Document, in order to allow a prompt payment of amounts owing by the Swiss Guarantor under the Loan Documents as well as the performance by the Swiss Guarantor of other obligations under the Loan Documents with a minimum of limitations. (iiiiv) If the enforcement of the obligations of a Swiss Guarantor under the Loan Documents would be limited due to the effects referred to in this Section 7.09(n), the Swiss Guarantor affected shall further, to the extent permitted by applicable law and Swiss accounting standards and write up or sell 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 sale; however, only if such assets are not necessary for the Swiss Guarantor’s business (nicht betriebsnotwendig).

Switzerland. (i) (i) The aggregate liability of any Swiss Guarantor under this Agreement (in particular, without limitation, under this Article VII) and any and all other Loan Documents for, or with respect to, obligations of any other Loan Party (other than the wholly owned direct or indirect Subsidiaries of such Swiss Guarantor) shall not exceed the amount of such Swiss Guarantor’s freely disposable equity in accordance with Swiss law, presently being the total shareholder equity less the total of (A) the aggregate share capital and (B) statutory reserves (including reserves for own shares and revaluations as well as capital surplus (agio)) to the extent such reserves cannot be transferred into unrestricted, distributable reserves). The amount of freely disposable equity shall be determined by the statutory auditors of the relevant Swiss Guarantor on the basis of an audited annual or interim balance sheet of such Swiss Guarantor, to be provided to the Administrative Agent by the Swiss Guarantor promptly after having been requested to perform obligations limited pursuant to this Section 7.09(n) (together with a confirmation of the statutory auditors of such Swiss Guarantor that the determined amount of freely disposable equity complies with this Section 7.09(n) and the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves). (iii) The limitation in clause (i) above shall only apply to the extent it is a requirement under applicable law at the time the Swiss Guarantor is required to perform under the Loan Documents. Such limitation shall not free the Swiss Guarantor from its obligations in excess of the freely disposable equity, but merely postpone the performance date thereof until such times when the Swiss Guarantor has again freely disposable equity if and to the extent such freely disposable equity is available. 100. (iiiii) Each Swiss Guarantor shall, and any holding company of a Swiss Guarantor which is a party to any Loan Document shall procure that each Swiss Guarantor will, take and cause to be taken all and any action, including, without limitation, (A) the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Loan Documents and (B) the obtaining of any confirmations which may be required as a matter of Swiss mandatory law in force at the time the respective Swiss Guarantor is required to make a payment or perform other obligations under this Agreement or any other Loan Document, in order to allow a prompt payment of amounts owing by the Swiss Guarantor under the Loan Documents as well as the performance by the Swiss Guarantor of other obligations under the Loan Documents with a minimum of limitations.. ​ ​ (iiiiv) If the enforcement of the obligations of a Swiss Guarantor under the Loan Documents would be limited due to the effects referred to in this Section 7.09(n), the Swiss Guarantor affected shall further, to the extent permitted by applicable law and Swiss accounting standards and write up or sell 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 sale; however, only if such assets are not necessary for the Swiss Guarantor’s business (nicht betriebsnotwendig).

Switzerland. (i) The aggregate liability of any Swiss Guarantor under this Agreement (in particular, without limitation, under this Article VII) and any and all other Loan Documents for, or with respect to, obligations of any other Loan Party (other than the wholly owned direct or indirect Subsidiaries of such Swiss Guarantor) shall not exceed the amount of such Swiss Guarantor’s freely disposable equity in accordance with Swiss law, presently being the total shareholder equity less the total of (A) the aggregate share capital and (B) statutory reserves (including reserves for own shares and revaluations as well as capital surplus (agio)) to the extent such reserves cannot be transferred into unrestricted, distributable reserves). The amount of freely disposable equity shall be determined by the statutory auditors of the relevant Swiss Guarantor on the basis of an audited annual or interim balance sheet of such Swiss Guarantor, to be provided to the Administrative Agent by the Swiss Guarantor promptly after having been requested to perform obligations limited pursuant to this Section 7.09(n) (together with a confirmation of the statutory auditors of such Swiss Guarantor that the determined amount of freely disposable equity complies with this Section 7.09(n) and the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves). (i) The limitation in clause (i) above shall only apply to the extent it is a requirement under applicable law at the time the Swiss Guarantor is required to perform under the Loan Documents. Such limitation shall not free the Swiss Guarantor from its obligations in excess of the freely disposable equity, but merely postpone the performance date thereof until such times when the Swiss Guarantor has again freely disposable equity if and to the extent such freely disposable equity is available. 100. (ii) Each Swiss Guarantor shall, and any holding company of a Swiss Guarantor which is a party to any Loan Document shall procure that each Swiss Guarantor will, take and cause to be taken all and any action, including, without limitation, (A) the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Loan Documents and (B) the obtaining of any confirmations which may be required as a matter of Swiss mandatory law in force at the time the respective Swiss Guarantor is required to make a payment or perform other obligations under this Agreement or any other Loan Document, in order to allow a prompt payment of amounts owing by the Swiss Guarantor under the Loan Documents as well as the performance by the Swiss Guarantor of other obligations under the Loan Documents with a minimum of limitations. (iii) If the enforcement of the obligations of a Swiss Guarantor under the Loan Documents would be limited due to the effects referred to in this Section 7.09(n), the Swiss Guarantor affected shall further, to the extent permitted by applicable law and Swiss accounting standards and write up or sell 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 sale; however, only if such assets are not necessary for the Swiss Guarantor’s business (nicht betriebsnotwendig).