Common use of Issuer Substitution Clause in Contracts

Issuer Substitution. (a) The Company may, without the consent of the Holders or the Trustee (which consent the Holders and beneficial owners of the Securities shall be deemed to have given by their acquisition of the Securities), substitute the Guarantor for itself for all purposes under the Securities and hereunder at any time, provided that at such time interest on the Securities may be paid without the deduction by the Guarantor of Swiss withholding tax (such substitution, a “Voluntary Issuer Substitution”). Upon any such Voluntary Issuer Substitution, the Company shall be released from its obligations under the Securities and the Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Securities with the same effect as if the Guarantor had been named as issuer under this Indenture and the Securities. In the event of such a Voluntary Issuer Substitution, the Guarantee shall cease to exist. In connection with any such Voluntary Issuer Substitution, this Indenture shall be amended pursuant to Section 10.01(g) in order to give effect to and evidence such substitution and the Guarantor shall furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to such substitution have been complied with. The Company agrees to take any and all necessary action to effectuate any Voluntary Issuer Substitution with DTC or any other appropriate clearing system.