Common use of Minimum Interest Rates and Payments Clause in Contracts

Minimum Interest Rates and Payments. (a) The various rates of interests provided for in this Agreement (including, without limitation, under Section 2.08) are minimum interest rates. (b) When entering into this Agreement, each party hereto has assumed that the payments required under this Agreement are not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties hereto do not anticipate that any payment will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax should be imposed on interest or other payments (the “Relevant Amount”) by a Swiss Obligor, any payment of interest due by such Swiss Obligor shall, subject to the provisions of this Agreement, be increased to an amount which (after making any deduction of the Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment which would have been due had no deduction of Swiss Withholding Tax been required. For this purpose, the Swiss Withholding Tax shall be calculated on the full grossed-up amount. (c) The European Borrower shall not be required to make an increased payment to any specific Lender (but without prejudice to the rights of all other Lenders hereunder) under paragraph (b) above or under Section 5.04 in connection with a Swiss Withholding Tax if the European Borrower has breached the Ten Non-Bank Regulations and/or Twenty Non-Bank Regulations as a direct result of (i) the incorrectness of the representation made by such Lender on the Closing Date pursuant to the first sentence of Section 2.18 (if Schedule I-B specified that such Lender was a Swiss Qualifying Lender) or (ii) such Lender, as assignee or participant, breaches the requirements and limitations for transfers, assignments or sub-participations (including Restricted Sub-Participations) pursuant to Section 13.04. (d) For the avoidance of doubt, the European Borrower shall be required to make an increased payment to a specific Lender under paragraph (b) above in connection with the imposition of a Swiss Withholding Tax if the European Borrower has breached the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations as a result of its failure to comply with the provisions of Section 10.10 or, if after a Significant Event of Default or Conversion Event, lack of compliance with the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations as a result of assignments or participation effected in accordance herewith. (e) If requested by the Administrative Agent, a Swiss Obligor shall provide to the Administrative Agent those documents which are required by law and applicable double taxation treaties to be provided by the payer of such tax for each relevant Lender to prepare a claim for refund of Swiss Withholding Tax. In the event Swiss Withholding Tax is refunded to the Lender by the Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of costs, such amount to the Swiss Obligor; provided, however, that (i) the relevant Swiss Obligor has fully complied with its obligations under this Section 5.05; (ii) the relevant Lender may determine, in its sole discretion, consistent with the policies of such Lender, the amount of the refund attributable to Swiss Withholding Tax paid by the relevant Swiss Obligor; (iii) nothing in Section 5.05 shall require the Lender to disclose any confidential information to the Swiss Obligor (including, without limitation, its tax returns); and (iv) no Lender shall be required to pay any amounts pursuant to this Section 5.05(e) at any time during which a Default or Event of Default exists.

Minimum Interest Rates and Payments. (a) The various rates of interests provided for in this Agreement (including, without limitation, under Section 2.082.5 or Section 2.8) are minimum interest rates. (b) When entering into this Agreement, each party hereto has assumed that the payments required under this Agreement are not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties hereto do not anticipate that any payment will be subject to Swiss Withholding Tax, they agree that, in the event that If a deduction on account of Swiss Withholding Tax should be is imposed on interest or other payments (the “Relevant Amount”) to be made by a Swiss Obligorthe Borrower, and should Section 11.4(a) be unlawful for any reason (where this would otherwise be required by the terms of Section 11.4(a)) then the applicable interest rate in relation to that interest payment of date will be the interest due by such Swiss Obligor shall, subject to the provisions of this Agreement, be increased to an amount which (after making any deduction of the Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment rate which would have otherwise been due had no used to calculate the interest amount payable on the interest payment date divided by the difference between 1 and the rate at which the relevant tax deduction is required to be made under Swiss domestic tax law and/or applicable double taxation treaties (where the rate at which the relevant tax deduction is required to be made is for this purpose expressed as a fraction of Swiss Withholding Tax been required. For this purpose, 1) and the Swiss Withholding Tax Borrower shall be calculated obliged to pay the relevant interest on that interest payment date at the adjusted rate in accordance with this Section 2.6; and make the tax deduction on the full grossed-up amountrecalculated interest. (c) The European Borrower shall not be required to make an increased payment to any specific Lender (but without Without prejudice to the rights foregoing, all references to a rate of interest in this Agreement shall be construed accordingly and all other Lenders hereunderprovisions in Section 11.4(a) under paragraph (b) above or under Section 5.04 in connection with a Swiss Withholding Tax if shall apply to the European Borrower has breached the Ten Non-Bank Regulations and/or Twenty Non-Bank Regulations as a direct result of (i) the incorrectness of the representation made by such Lender tax deduction on the Closing Date pursuant to the first sentence of Section 2.18 (if Schedule I-B specified that such Lender was a Swiss Qualifying Lender) or (ii) such Lender, as assignee or participant, breaches the requirements and limitations for transfers, assignments or sub-participations (including Restricted Sub-Participations) pursuant to Section 13.04recalculated interest payment. (d) For the avoidance of doubt, the European Borrower shall be required to make an increased payment to a specific Lender under paragraph (b) above in connection with the imposition of a Swiss Withholding Tax if the European Borrower has breached the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations as a result of its failure to comply with the provisions of Section 10.10 or, if after a Significant Event of Default or Conversion Event, lack of compliance with the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations as a result of assignments or participation effected in accordance herewith. (e) If requested by the Administrative Agent, a Swiss Obligor the Borrower shall provide to the Administrative Agent those documents which are required by law and applicable double taxation treaties to be provided by the payer of such tax for each relevant Lender to prepare a claim for refund of Swiss Withholding Tax. In the event Swiss Withholding Tax is refunded to the Lender by the Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of costs, such pay an amount to the Swiss Obligor; provided, however, Borrower which will leave it (after that (ipayment) in the relevant Swiss Obligor has fully complied with its obligations under this Section 5.05; (ii) same after-tax position as it would have been in had the relevant Lender may determine, in its sole discretion, consistent with the policies deduction of such Lender, the amount of the refund attributable to Swiss Withholding Tax paid not been required to be made by the relevant Swiss Obligor; (iii) nothing in Section 5.05 shall require the Lender to disclose any confidential information to the Swiss Obligor (including, without limitation, its tax returns); and (iv) no Lender shall be required to pay any amounts pursuant to this Section 5.05(e) at any time during which a Default or Event of Default existsBorrower.

Minimum Interest Rates and Payments. (a) The various rates of interests provided for in this Agreement (including, without limitation, under Section 2.08) are minimum interest rates. (b) When entering into this Agreement, each party hereto has assumed that the payments required under this Agreement are not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties hereto do not anticipate that any payment will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax should be imposed on interest or other payments (the “Relevant Amount”) by a Swiss Obligor, any payment of interest due by such Swiss Obligor shall, subject to the provisions of this Agreement, be increased to an amount which (after making any deduction of the Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment which would have been due had no deduction of Swiss Withholding Tax been required. For this purpose, the Swiss Withholding Tax shall be calculated on the full grossed-up amount. (c) The European Borrower shall not be required to make an increased payment to any specific Lender (but without prejudice to the rights of all other Lenders hereunder) under paragraph (b) above or under Section 5.04 in connection with a Swiss Withholding Tax if the European Borrower has breached the Ten Non-Bank Regulations and/or Twenty Non-Bank Regulations as a direct result of (i) the incorrectness of the representation made by such Lender on the Closing Restatement Effective Date pursuant to the first sentence of Section 2.18 2.19 (if Schedule I-B C specified that such Lender was a Swiss Qualifying Lender) or (ii) such Lender, as assignee or participant, breaches breaching the requirements and limitations for transfers, assignments or sub-participations (including Restricted Sub-Participations) pursuant to Section 13.04. (d) For the avoidance of doubt, the European Borrower shall be required to make an increased payment to a specific Lender under paragraph (b) above in connection with the imposition of a Swiss Withholding Tax if the European Borrower has breached the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations as a result of its failure to comply with the provisions of Section 10.10 or, if after a Significant Event of Default or Conversion Event, lack of compliance with the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations as a result of assignments or participation effected in accordance herewith. (e) If requested by the Administrative Agent, a Swiss Obligor shall provide to the Administrative Agent those documents which are required by law and applicable double taxation treaties to be provided by the payer of such tax for each relevant Lender to prepare a claim for refund of Swiss Withholding Tax. In the event Swiss Withholding Tax is refunded to the Lender by the Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of costs, such amount to the Swiss Obligor; provided, however, that (i) the relevant Swiss Obligor has fully complied with its obligations under this Section 5.05; (ii) the relevant Lender may determine, in its sole discretion, consistent with the policies of such Lender, the amount of the refund attributable to Swiss Withholding Tax paid by the relevant Swiss Obligor; (iii) nothing in Section 5.05 shall require the Lender to disclose any confidential information to the Swiss Obligor (including, without limitation, its tax returns); and (iv) no Lender shall be required to pay any amounts pursuant to this Section 5.05(e) at any time during which a Default or Event of Default exists.

Minimum Interest Rates and Payments. (a) The various rates of interests provided for in this Agreement (including, without limitation, under Section 2.082.5 or Section 2.8) are minimum interest rates. (b) When entering into this Agreement, each party hereto has assumed that the payments required under this Agreement are not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties hereto do not anticipate that any payment will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax should be imposed If a deduction on interest or other payments (the “Relevant Amount”) by a Swiss Obligor, any payment of interest due by such Swiss Obligor shall, subject to the provisions of this Agreement, be increased to an amount which (after making any deduction of the Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment which would have been due had no deduction account of Swiss Withholding Tax is imposed on interest payments to be made by the Borrower, and should Section 11.4(a) be unlawful for any reason (where this would otherwise be required by the terms of Section 11.4(a)) then the applicable interest rate in relation to that interest payment date will be the interest rate which would have otherwise been required. For used to calculate the interest amount payable on the interest payment date divided by the difference between 1 and the rate at which the relevant tax deduction is required to be made under Swiss domestic tax law and/or applicable double taxation treaties (where the rate at which the relevant tax deduction is required to be made is for this purpose, purpose expressed as a fraction of 1) and the Swiss Withholding Tax Borrower shall be calculated obliged to pay the relevant interest on that interest payment date at the adjusted rate in accordance with this Section 2.6; and make the tax deduction on the full grossed-up amountrecalculated interest. (c) The European Borrower shall not be required to make an increased payment to any specific Lender (but without Without prejudice to the rights foregoing, all references to a rate of interest in this Agreement shall be construed accordingly and all other Lenders hereunderprovisions in Section 11.4(a) under paragraph (b) above or under Section 5.04 in connection with a Swiss Withholding Tax if shall apply to the European Borrower has breached the Ten Non-Bank Regulations and/or Twenty Non-Bank Regulations as a direct result of (i) the incorrectness of the representation made by such Lender tax deduction on the Closing Date pursuant to the first sentence of Section 2.18 (if Schedule I-B specified that such Lender was a Swiss Qualifying Lender) or (ii) such Lender, as assignee or participant, breaches the requirements and limitations for transfers, assignments or sub-participations (including Restricted Sub-Participations) pursuant to Section 13.04recalculated interest payment. (d) For the avoidance of doubt, the European Borrower shall be required to make an increased payment to a specific Lender under paragraph (b) above in connection with the imposition of a Swiss Withholding Tax if the European Borrower has breached the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations as a result of its failure to comply with the provisions of Section 10.10 or, if after a Significant Event of Default or Conversion Event, lack of compliance with the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations as a result of assignments or participation effected in accordance herewith. (e) If requested by the Administrative Agent, a Swiss Obligor the Borrower shall provide to the Administrative Agent those documents which are required by law and applicable double taxation treaties to be provided by the payer of such tax for each relevant Lender to prepare a claim for refund of Swiss Withholding Tax. In the event Swiss Withholding Tax is refunded to the Lender by the Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of costs, such pay an amount to the Swiss Obligor; provided, however, Borrower which will leave it (after that (ipayment) in the relevant Swiss Obligor has fully complied with its obligations under this Section 5.05; (ii) same after-tax position as it would have been in had the relevant Lender may determine, in its sole discretion, consistent with the policies deduction of such Lender, the amount of the refund attributable to Swiss Withholding Tax paid not been required to be made by the relevant Swiss Obligor; (iii) nothing in Section 5.05 shall require the Lender to disclose any confidential information to the Swiss Obligor (including, without limitation, its tax returns); and (iv) no Lender shall be required to pay any amounts pursuant to this Section 5.05(e) at any time during which a Default or Event of Default existsBorrower.

Minimum Interest Rates and Payments. (a) The various rates of interests provided for in this Agreement (including, without limitation, under Section 2.08) are minimum interest rates. (b) When entering into this Agreement, each party hereto has assumed that the payments required under this Agreement are not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties hereto do not anticipate that any payment will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax should be imposed on interest or other payments (the “Relevant Amount”) by a Swiss Obligor, any payment of interest due by such Swiss Obligor shall, subject to the provisions of this Agreement, be increased to an amount which (after making any deduction of the Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment which would have been due had no deduction of Swiss Withholding Tax been required. For this purpose, the Swiss Withholding Tax shall be calculated on the full grossed-up amount. (c) The European Borrower shall not be required to make an increased payment to any specific Lender (but without prejudice to the rights of all other Lenders hereunder) under paragraph (b) above or under Section 5.04 in connection with a Swiss Withholding Tax if the European Borrower has breached the Ten Non-Bank Regulations and/or Twenty Non-Bank Regulations as a direct result of (i) the incorrectness of the representation made by such Lender on the Closing Initial Borrowing Date pursuant to the first sentence of Section 2.18 2.19 (if Schedule I-B C specified that such Lender was a Swiss Qualifying Lender) or (ii) such Lender, as assignee or participant, breaches breaching the requirements and limitations for transfers, assignments or sub-participations (including Restricted Sub-Participations) pursuant to Section 13.04. (d) For the avoidance of doubt, the European Borrower shall be required to make an increased payment to a specific Lender under paragraph (b) above in connection with the imposition of a Swiss Withholding Tax if the European Borrower has breached the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations as a result of its failure to comply with the provisions of Section 10.10 or, if after a Significant Event of Default or Conversion Event, lack of compliance with the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations as a result of assignments or participation effected in accordance herewith. (e) If requested by the Administrative Agent, a Swiss Obligor shall provide to the Administrative Agent those documents which are required by law and applicable double taxation treaties to be provided by the payer of such tax for each relevant Lender to prepare a claim for refund of Swiss Withholding Tax. In the event Swiss Withholding Tax is refunded to the Lender by the Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of costs, such amount to the Swiss Obligor; provided, however, that (i) the relevant Swiss Obligor has fully complied with its obligations under this Section 5.05; (ii) the relevant Lender may determine, in its sole discretion, consistent with the policies of such Lender, the amount of the refund attributable to Swiss Withholding Tax paid by the relevant Swiss Obligor; (iii) nothing in this Section 5.05 shall require the Lender to disclose any confidential information to the Swiss Obligor (including, without limitation, its tax returns); and (iv) no Lender shall be required to pay any amounts pursuant to this Section 5.05(e) 5.05 at any time during which a Default or Event of Default exists.