Common use of Minimum Interest Clause in Contracts

Minimum Interest. The rates of interest provided for in this Agreement, including, without limitation, in this Section 3.1, are minimum interest rates. When entering into this Agreement, the parties have assumed that the interest payable at the rates set out in this Section 3.1 or in other sections of this Agreement is not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties do not anticipate that any payment of interest will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax should be imposed on interest payments by an obligor and if Section 4.7(a) is unenforceable for any reason, the payment of interest due by such obligor shall be increased to an amount which (after making any deduction of the Non-refundable Portion (as defined below) of 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 interest amount. For the purposes of this Section 3.1(i), “Non-refundable Portion” of Swiss Withholding Tax shall mean Swiss Withholding Tax at the standard rate (being, as at the date hereof, 35 per cent.) unless a tax ruling issued by the Swiss Federal Tax Administration confirms that, in relation to a specific Lender based on an applicable double tax treaty, the Non-refundable Portion is a specified lower rate in which case such lower rate shall be applied in relation to such Lender. If requested by a Lender, the relevant obligor shall provide to Administrative Agent the documents required by law or applicable double taxation treaties for the Lenders to prepare claims for the refund of any Swiss Withholding Tax so deducted.

Minimum Interest. The rates of interest provided for in this Agreement, including, without limitation, in this Section 3.1, are minimum interest rates. When entering into this Agreement, the parties have assumed that the interest payable at the rates set out in this Section 3.1 or in other sections of this Agreement is not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties do not anticipate that any payment of interest will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax should be imposed on interest payments by an obligor and if Section 4.7(a) is unenforceable for any reason, the payment of interest due by such obligor shall be increased to an amount which (after making any deduction of the Non-refundable Portion (as defined below) of 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 interest amount. For the purposes of this Section 3.1(i), “Non-refundable Portion” of Swiss Withholding Tax shall mean Swiss Withholding Tax at the standard rate (being, as at the date hereof, 35 per cent.) unless a tax ruling issued by the Swiss Federal Tax Administration confirms that, in relation to a specific Lender based on an applicable double tax treaty, the Non-refundable Portion is a specified lower rate in which case such lower rate shall be applied in relation to such Lender. If requested by a Lender, the relevant obligor shall provide to the Administrative Agent the documents required by law or applicable double taxation treaties for the Lenders to prepare claims for the refund of any Swiss Withholding Tax so deducted.

Minimum Interest. (a) The rates of interest provided for in this Agreement, including, without limitation, in limitation this Section 3.1Clause 9 (Interest), are minimum interest rates. . (b) When entering into this Agreement, the parties Parties have assumed that the interest payable at the rates set out in this Section 3.1 Clause 9 (Interest) or in other sections Clauses of this Agreement is not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties Parties do not anticipate that any payment of interest will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax should be imposed on interest payments by an obligor a Swiss Obligor and if Section 4.7(aa gross-up payment under Clause 13.2 (Tax gross-up) is unenforceable for any reasonreason (where such payment would otherwise be required by the terms of 13.2 (Tax gross-up)), then the payment of interest due by such obligor Swiss Obligor shall be increased to an amount which (after making any deduction of the Non-refundable Portion (as defined below) of 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 interest amount. . (c) For the purposes of this Section 3.1(i)Clause 9.6, “Non-refundable Portion” of Swiss Withholding Tax shall mean Swiss Withholding Tax at the standard rate (being, as at the date hereof, 35 per cent.) unless a tax ruling issued by the Swiss Federal Tax Administration confirms that, in relation to a specific Lender based on an applicable double tax treaty, the Nonnon-refundable Portion portion is a specified lower rate in which case such lower rate shall be applied in relation to such Lender. . (d) If requested by a Lender, the relevant obligor Swiss Obligor shall provide to Administrative the Agent the documents required by law or applicable double taxation treaties for the Lenders to prepare claims for the refund of any Swiss Withholding Tax so deducted.

Minimum Interest. (a) The rates of interest provided for in this Agreement, including, without limitation, in limitation this Section 3.1Clause 9 (Interest), are minimum interest rates. . (b) When entering into this Agreement, the parties Parties have assumed that the interest payable at the rates set out in this Section 3.1 Clause 9 or in other sections Clauses of this Agreement is not and will not become subject to Swiss anticipatory tax (Verrechnungssteuer; Swiss Withholding Tax). Notwithstanding that the parties Parties do not anticipate that any payment of interest will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax should be imposed on interest payments by an obligor and if Section 4.7(a) is unenforceable for any reasona Swiss Borrower, the payment of interest due by such obligor a Swiss Borrower shall be increased to an amount which (after making any deduction of the Non-refundable Portion (as defined below) of 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 interest amount. . (c) For the purposes of this Section 3.1(i)Clause 9.6, “Non-refundable Portion” Portion of Swiss Withholding Tax shall mean Swiss Withholding Tax at the standard rate (being, as at the date hereof, 35 per cent.) unless a tax ruling issued by the Swiss Federal Tax Administration confirms that, in relation to a specific Lender based on an applicable double tax treaty, the Nonnon-refundable Portion portion is a specified lower rate in which case such lower rate shall be applied in relation to such Lender. If requested by a Lender, the relevant obligor . (d) Each Swiss Borrower shall provide to Administrative the Facility Agent the documents required by law or applicable double taxation treaties for the Lenders to prepare claims for the refund of any Swiss Withholding Tax so deducted.

Minimum Interest. The rates of interest provided for in this Agreement, including, without limitation, in this Section 3.1, are minimum interest rates. When (a) By entering into this Agreement, the parties Parties have assumed that the interest payable at the rates rate set out in this Section 3.1 or in other sections of this Agreement Clause 9 (Interest) is not and will not become subject to Swiss Withholding Tax. Notwithstanding . (b) Each Borrower acknowledges and agrees that the parties do not anticipate that any payment of interest will be subject to Swiss Withholding Taxrates set out in and which are calculated in accordance with this Clause 9 (Interest) shall constitute minimum interest rates, they agree thatwhich, in the event that if Swiss Withholding Tax should apply, shall be imposed on interest payments by an obligor and if Section 4.7(a) is unenforceable for any reason, the adjusted as follows: Any payment of interest due by such obligor a Swiss Borrower shall be increased to an amount which (after making any deduction of the Non-refundable Portion (as defined below) of 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 interest amount. For . (c) Without prejudice to the purposes of this Section 3.1(i)other Lenders’ rights hereunder, “a Swiss Borrower is not required to make an increased payment to a Lender under paragraph (b) if, on the date on which the payment falls due, a Swiss Borrower has breached the Ten Non-refundable Portion” of Swiss Withholding Tax shall mean Swiss Withholding Tax at the standard rate (being, as at the date hereof, 35 per cent.) unless a tax ruling issued by the Swiss Federal Tax Administration confirms that, in relation to a specific Lender based on an applicable double tax treaty, the Bank Regulations and/or Twenty Non-refundable Portion is Bank Regulations directly as a specified lower rate in which case such lower rate shall be applied in relation result of that Lender breaching: (i) its obligations pursuant to such Clause 2.4 (Qualification as a Swiss Qualifying Lender. ); or (ii) the requirements and limitations for transfers, assignments or sub-participations (including Sub-Participations) pursuant to Clause 29 (Changes to the Parties). (d) If requested by a Lender, the relevant obligor Borrower shall provide to Administrative Agent the that Lender with those documents which are required by law or and applicable double taxation treaties to be provided by the payer of such tax, for the Lenders respective Lender to prepare claims a claim for the refund of any Swiss Withholding Tax so deductedTax.

Minimum Interest. The interest rates of interest provided for in this AgreementAgreement with respect to any Swiss Loan Party, including, without limitation, in including this Section 3.1, 2.6 are minimum interest rates. When entering into this Agreement, the parties have assumed that the interest payable at the rates set out in this Section 3.1 2.6 or in other sections Sections of this Agreement is not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties do not anticipate that any payment of interest will be subject to Swiss Withholding Tax, they agree agree, subject to Section 16.2(f) that, in the event that Swiss Withholding Tax should be is imposed on interest payments by an obligor and if Section 4.7(a) is unenforceable for any reasonpayments, the payment of interest due by such obligor a Swiss Loan Party shall be increased to an amount which (after making any deduction of the Non-refundable Refundable Portion (as defined below) 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 the Swiss Withholding Tax been required. For this purpose, the Swiss Withholding Tax shall be calculated on the full grossed-up interest amount. For the purposes of this Section 3.1(i)Section, “"Non-refundable Refundable Portion” of Swiss Withholding Tax " shall mean the Swiss Withholding Tax at the standard rate (being, as at the date hereof, 35 per cent.35%) unless a tax ruling issued by the Swiss Federal Tax Administration confirms that, in relation to a specific Lender based on an applicable double tax treaty, the Non-refundable Refundable Portion is a specified lower rate rate, in which case such lower rate shall be applied in relation to such Lender. If requested by a Lender, the relevant obligor The Lenders shall provide to Administrative the Swiss Loan Parties all reasonably requested information, and otherwise reasonably cooperate, to obtain such Swiss tax ruling. Each Swiss Loan Party shall provide to Agent the documents required by law or applicable double taxation treaties for the Lenders to prepare claims for the claim a refund of any Swiss Withholding Tax so deducted.

Minimum Interest. The rates of interest provided for in this Agreement, including, without limitation, in this Section 3.1, are minimum interest rates. When entering into this Agreement, the parties have assumed that the interest payable at the rates set out in this Section 3.1 or in other sections of this Agreement is not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties do not anticipate that any payment of interest will be subject to Swiss Withholding Tax, they agree that, in the event that (a) If Swiss Withholding Tax should be is imposed on interest payments by an obligor Obligor and if Section 4.7(aClause 12.1 (Tax gross-up) is unenforceable for any reason, then: (i) the applicable interest rate in relation to that interest payment of interest due by such obligor shall be increased to an amount which (after making any deduction of A) the Non-refundable Portion (as defined below) of Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment interest rate which would have been due had no deduction applied to that interest payment as provided for in Clause 8.1 (Calculation of Swiss Withholding Tax been required. For this purpose, the Swiss Withholding Tax shall be calculated on the full grossed-up interest amount. For the purposes interest) or in other Clauses of this Section 3.1(i), “Non-refundable Portion” of Swiss Withholding Tax shall mean Swiss Withholding Tax Agreement (if any) divided by (B) 1 minus the rate at the standard rate (being, as at the date hereof, 35 per cent.) unless a tax ruling issued by the Swiss Federal Tax Administration confirms that, in relation to a specific Lender based on an applicable double tax treaty, the Non-refundable Portion is a specified lower rate in which case such lower rate shall be applied in relation to such Lender. If requested by a Lender, the relevant obligor shall provide Tax Deduction is required to Administrative Agent the documents required by be made under Swiss domestic tax law or 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 1); and (ii) the relevant Obligor shall: (A) pay the interest at the adjusted rate in accordance with paragraph (i) above; (B) make the Tax Deduction on the interest so recalculated; and (C) all references to a rate of interest under the Agreement shall be construed accordingly and all provisions in Clause 12 (other than Clause 12.1 (Tax gross-up)) shall apply to the Tax Deduction on the recalculated interest payment. (b) To the extent that interest payable by an Obligor under this Agreement becomes subject to Swiss Withholding Tax, all Parties shall promptly co-operate in completing any procedural formalities (including submitting forms and documents required by the appropriate Tax authority) to the extent possible and necessary for the Lenders relevant Obligor to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax or to allow the Parties to prepare claims for the refund of any Swiss Withholding Tax so deducted.

Minimum Interest. The rates of interest provided for in this Agreement, including, without limitation, in limitation this Section 3.12.2 Interest on the Loans, are minimum interest rates. When entering into this Agreement, the parties Parties have assumed that the interest payable at the rates set out in this Section 3.1 2.2 or in other sections of this Agreement is not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties Parties do not anticipate that any payment of interest will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax should be imposed on interest payments by an obligor Obligor and if Section 4.7(a) 2.7 C. Withholding of Taxes is unenforceable for any reason, the payment of interest due by such obligor Obligor shall be increased to an amount which (after making any deduction of the Non-refundable Portion (as defined below) of 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 interest amount. For the purposes of this Section 3.1(i)2.2.I, “Non-refundable Portion” Portion of Swiss Withholding Tax shall mean Swiss Withholding Tax at the standard rate (being, as at the date hereof, 35 per cent.) unless a tax ruling issued by the Swiss Federal Tax Administration confirms that, in relation to a specific Lender based on an applicable double tax treaty, the Nonnon-refundable Portion portion is a specified lower rate in which case such lower rate shall be applied in relation to such Lender. If requested by a Lender, the relevant obligor Obligor shall provide to the Administrative Agent the documents required by law or applicable double taxation treaties for the Lenders to prepare claims for the refund of any Swiss Withholding Tax so deducted.