Common use of Minimum Interest Clause in Contracts

Minimum Interest. By entering into this Agreement, the Parties have assumed that the interest payable at the rates set out in Clause 10 (Interest) is not and will not become subject to Swiss Anticipatory Tax. Therefore, the Borrower acknowledges and agrees that the interest rates set out in and which are calculated in accordance with Clause 10 (Interest) shall constitute minimum interest rates, which, if Swiss Anticipatory Tax should apply, shall be adjusted as follows: (a) Any payment of interest due by a Swiss Borrower shall be increased to an amount which (after making any deduction of the Non-refundable Portion (as defined below) of Swiss Anticipatory 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 Anticipatory Tax been required. For this purpose, the Swiss Anticipatory Tax shall be calculated on the full grossed-up interest amount and "Non-refundable Portion" shall mean Swiss Anticipatory Tax at the standard rate from time to time (35 per cent. at the date of this Agreement) unless a tax ruling by the Swiss Federal Tax Administration confirms that the Non-refundable Portion is, pursuant to any double taxation treaties, a specified lower rate in relation to specified Finance Parties in which case such lower rate shall be applied in relation to such Finance Parties. (b) Each Swiss Borrower shall provide to the Facility Agent the documents required by law and applicable double taxation treaties for the Lenders to prepare claims for the refund of any Swiss Anticipatory Tax so deducted. (c) If any amount has been paid to a Lender in respect of which Swiss Anticipatory Tax has been paid by a Swiss Borrower and such Lender determines that such amount has been refunded to it by the Swiss tax authorities, it shall promptly reimburse that Swiss Borrower such amount as will leave the Lender in the same position as if there had been no Swiss Anticipatory Tax. (d) A Swiss Borrower shall not be required to make an increased payment to a Lender pursuant to this Clause 10.5 if the requirement to make a deduction of Swiss Anticipatory Tax arises as a result of a breach of Clause 27.18 (Bank representation by Original Lenders) or Clause 25.2 (Conditions of assignment or transfer) by that Lender or by the Existing Lender (as defined in Clause 25.1 (Assignments and transfers by the Lenders)) which assigned or transferred any of its rights and obligations under the Finance Documents to such Lender.

Minimum Interest. (a) By entering into this Agreement, the Parties have assumed in bona fide that the interest payable at the rates set out in Clause 10 (Interest) under this Agreement is not and will not become subject to Swiss Anticipatory Taxany Tax Deduction. Therefore, the Borrower Each Obligor acknowledges and agrees that the rates of interest rates set out provided in and which are calculated in accordance with this Agreement, including, without limitation, pursuant to this Clause 10 8 (Interest) ), shall constitute minimum interest rates. (b) If, whichcontrary to the assumptions of the Parties, if Swiss Anticipatory Withholding Tax should applybe imposed on interest payments by an Obligor and if paragraph (c) of Clause 12.2 (Tax gross-up) is or becomes unenforceable for any reason, shall be adjusted as follows: (a) Any then such interest payment of interest due by a Swiss Borrower such Obligor shall be increased in the amount necessary to an ensure that the net amount which (received by each Lender after making any the deduction of the Non-refundable Portion (as defined below) of Swiss Anticipatory Tax) results in a payment to each Lender entitled to such payment of an amount Withholding Tax is equal to the payment full amount which such Lender would have received had the interest payment not been due had no deduction of subject to Swiss Anticipatory Tax been requiredWithholding Tax. For this purpose, the Swiss Anticipatory Withholding Tax shall be calculated on the full grossed-up interest amount and "Non-refundable Portion" shall mean Swiss Anticipatory Tax at the standard rate from time to time (35 per cent. at the date of this Agreement) unless a tax ruling by the Swiss Federal Tax Administration confirms that the Non-refundable Portion is, pursuant to any double taxation treaties, a specified lower rate in relation to specified Finance Parties in which case such lower rate shall be applied in relation to such Finance Parties. (b) Each Swiss Borrower shall provide to the Facility Agent the documents required by law and applicable double taxation treaties for the Lenders to prepare claims for the refund of any Swiss Anticipatory Tax so deductedamount. (c) If any amount has been paid to a Lender in respect of which Swiss Anticipatory Tax has been paid by a The Swiss Borrower and such Lender determines shall be obliged to pay the relevant interest at the adjusted rate in accordance with paragraph (b) above, except, however, that such amount has been refunded to it by the Swiss tax authorities, it shall promptly reimburse that Swiss Borrower such amount as will leave the Lender in the same position as if there had been no Swiss Anticipatory Tax. (d) A Swiss Borrower shall not be required to make an increased payment to a any specific Lender pursuant (without prejudice to this Clause 10.5 the rights of all other Lenders hereunder) under paragraph (b) above in connection with the non-refundable portion of Swiss Withholding Tax, if the requirement to make a deduction Swiss Borrower is in breach of the Swiss Anticipatory Tax arises Non-Bank Rules as a result of a breach of Clause 27.18 (Bank representation by Original Lenders) or Clause 25.2 (Conditions of assignment or transfer) by that Lender or breaching the confirmation contained in Clause 12.7 (Lender status confirmation). (d) To the extent that interest payable by a Swiss Borrower under this Agreement becomes subject to Swiss Withholding Tax, each relevant Lender and each Swiss Borrower shall promptly cooperate by completing any procedural formalities (including submitting forms and documents required by the Existing appropriate Tax authority) to the extent possible and necessary for that Swiss Borrower to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax or to being subject to Swiss Withholding Tax at a rate reduced under applicable double taxation treaties or for the Lender to claim a refund of any Swiss Withholding Tax deducted and all provisions in Clauses 12.2 (as defined Tax gross-up) and 12.3 (Tax Indemnity) shall apply in Clause 25.1 (Assignments relation to such increased interest payment and transfers Tax Deduction. In the event that Swiss Withholding Tax is refunded to a Lender by the Lenders)Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of costs, such amount to the relevant Swiss Borrower. (e) which assigned A Swiss Borrower shall not be required to make any increased payment under paragraph (b) above if the Swiss Borrower is able to demonstrate that the interest payment could have been made to the Lender without Tax Deduction (or transferred any of at a lower rate) had such Lender complied with its rights and obligations under the Finance Documents to such Lenderparagraph (d) above.

Minimum Interest. By entering into this Agreement, the Parties have assumed that the interest payable at the rates set out in Clause 10 9 (Interest) is not and will not become subject to Swiss Anticipatory Tax. Therefore, the each Borrower acknowledges and agrees that the interest rates set out in and which are calculated in accordance with Clause 10 9 (Interest) shall constitute minimum interest rates, which, if Swiss Anticipatory Tax should apply, shall be adjusted as follows: (a) Any payment of interest due by a Swiss Borrower shall be increased to an amount which (after making any deduction of the Non-refundable Portion (as defined below) of Swiss Anticipatory 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 Anticipatory Tax been required. For this purpose, the Swiss Anticipatory Tax shall be calculated on the full grossed-up interest amount and "Non-refundable Portion" shall mean Swiss Anticipatory Tax at the standard rate from time to time (35 per cent. at the date of this Agreement) unless a tax ruling by the Swiss Federal Tax Administration confirms that the Non-refundable Portion is, pursuant to any double taxation treaties, a specified lower rate in relation to specified Finance Parties in which case such lower rate shall be applied in relation to such Finance Parties. (b) Each Swiss Borrower shall provide to the Facility Agent the documents required by law and applicable double taxation treaties for the Lenders to prepare claims for the refund of any Swiss Anticipatory Tax so deducted. (c) If any amount has been paid to a Lender in respect of which Swiss Anticipatory Tax has been paid by a Swiss Borrower and such Lender determines that such amount has been refunded to it by the Swiss tax authorities, it shall promptly reimburse that Swiss Borrower such amount as will leave the Lender in the same position as if there had been no Swiss Anticipatory Tax. (d) A Swiss Borrower shall not be required to make an increased payment to a Lender pursuant to this Clause 10.5 9.5 if the requirement to make a deduction of Swiss Anticipatory Tax arises as a result of a breach of Clause 27.18 26.18 (Bank representation by Original Lenders) or Clause 25.2 24.2 (Conditions of assignment or transfer) by that Lender or by the Existing Lender (as defined in Clause 25.1 24.1 (Assignments and transfers by the Lenders)) which assigned or transferred any of its rights and obligations under the Finance Documents to such Lender.. LD857960/50

Minimum Interest. By entering into this Agreement, the Parties have assumed that the interest payable at the rates set out in Clause 10 9 (Interest) is not and will not become subject to Swiss Anticipatory Tax. Therefore, the each Borrower acknowledges and agrees that the interest rates set out in and which are calculated in accordance with Clause 10 9 (Interest) shall constitute minimum interest rates, which, if Swiss Anticipatory Tax should apply, shall be adjusted as follows: (a) Any payment of interest due by a Swiss Borrower shall be increased to an amount which (after making any deduction of the Non-refundable Portion (as defined below) of Swiss Anticipatory 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 Anticipatory Tax been required. For this purpose, the Swiss Anticipatory Tax shall be calculated on the full grossed-up interest amount and "Non-refundable Portion" shall mean Swiss Anticipatory Tax at the standard rate from time to time (35 per cent. at the date of this Agreement) unless a tax ruling by the Swiss Federal Tax Administration confirms that the Non-refundable Portion is, pursuant to any double taxation treaties, a specified lower rate in relation to specified Finance Parties in which case such lower rate shall be applied in relation to such Finance Parties. (b) Each Swiss Borrower shall provide to the Facility Agent the documents required by law and applicable double taxation treaties for the Lenders to prepare claims for the refund of any Swiss Anticipatory Tax so deducted. (c) If any amount has been paid to a Lender in respect of which Swiss Anticipatory Tax has been paid by a Swiss Borrower and such Lender determines that such amount has been refunded to it by the Swiss tax authorities, it shall promptly reimburse that Swiss Borrower such amount as will leave the Lender in the same position as if there had been no Swiss Anticipatory Tax. (d) A Swiss Borrower shall not be required to make an increased payment to a Lender pursuant to this Clause 10.5 9.5 if the requirement to make a deduction of Swiss Anticipatory Tax arises as a result of a breach of Clause 27.18 26.18 (Bank representation by Original Lenders) or Clause 25.2 24.2 (Conditions of assignment or transfer) by that Lender or by the Existing Lender (as defined in Clause 25.1 24.1 (Assignments and transfers by the Lenders)) which assigned or transferred any of its rights and obligations under the Finance Documents to such Lender.. LD943539/9

Minimum Interest. By entering into this Agreement, the Parties have assumed that the interest payable at the rates set out in Clause 10 (Interest) hereunder is not and will not become subject to Swiss Anticipatory Taxany Tax deduction. ThereforeAll payments due under this Agreement or any other Loan Document, including, without limitation, the Borrower acknowledges and agrees that the rate of interest rates set out in and which are as calculated in accordance with Clause 10 this Section 2.07, have been computed as minimum payments net of any deduction for or on account of Swiss Withholding Tax (Interestif any) shall constitute minimum imposed on interest ratespayments. If it is required under Swiss law to make any deduction for Taxes for or on account of the Swiss Withholding Tax from any amount payable or paid by any Swiss Borrower on account of interest hereunder and if Section 3.01(a) is unenforceable for any reason in respect of such Swiss Withholding Tax, which, if Swiss Anticipatory Tax should apply, the respective interest payment shall be adjusted increased as follows: (a) Any payment of necessary to ensure that the net amounts received by the Administrative Agent, any Lender or the L/C Issuer under a Loan Document after such deduction is equal to the full amount which the Administrative Agent, any Lender or the L/C Issuer would have received had the interest due payments not been subject to such deduction and such Swiss Borrower shall make such deduction on the recalculated interest. To the extent that interest payable by a Swiss Borrower shall be increased under this Agreement becomes subject to an amount which (after making any deduction of the Non-refundable Portion (as defined below) of Swiss Anticipatory Withholding Tax) results in a payment to , each relevant Lender entitled to such payment of an amount equal to the payment which would have been due had no deduction of Swiss Anticipatory Tax been required. For this purpose, the Swiss Anticipatory Tax shall be calculated on the full grossed-up interest amount and "Non-refundable Portion" shall mean Swiss Anticipatory Tax at the standard rate from time to time (35 per cent. at the date of this Agreement) unless a tax ruling by the Swiss Federal Tax Administration confirms that the Non-refundable Portion is, pursuant to any double taxation treaties, a specified lower rate in relation to specified Finance Parties in which case such lower rate shall be applied in relation to such Finance Parties. (b) Each each Swiss Borrower shall provide to the Facility Agent the promptly co-operate in completing any procedural formalities (including submitting forms and documents required by law the appropriate Tax authority) to the extent possible and necessary for that Swiss Borrower to ensure that the Lender can claim the benefits of an applicable double taxation treaties for the Lenders to prepare claims for the refund of any Swiss Anticipatory Tax so deducted. (c) If any amount has been paid to a Lender in respect of which Swiss Anticipatory Tax has been paid by a Swiss Borrower and such Lender determines that such amount has been refunded to it by the Swiss tax authorities, it shall promptly reimburse that Swiss Borrower such amount as will leave the Lender in the same position as if there had been no Swiss Anticipatory Tax. (d) agreement. A Swiss Borrower shall not be required to make an increased payment to a Lender pursuant to under this Clause 10.5 if Section 2.07(d) or Section 3.01(a) in connection with the requirement to make a deduction of Swiss Anticipatory Tax arises Withholding Tax, if a Swiss Borrower has breached the Ten Non-Bank Rule as a result direct consequence of a breach of Clause 27.18 (Bank representation by Original Lenders) or Clause 25.2 (Conditions of assignment or transfer) by that Lender or by the Existing such Lender (as defined in Clause 25.1 (Assignments and transfers by the Lenders)i) which assigned or transferred any of not complying with its rights and obligations under Section 10.06 or (ii) breaching the Finance Documents representation required to such Lenderbe given by it under Section 3.01(e)(xii).

Minimum Interest. By (a) The various rates of interests provided for in this Agreement, including under this Clause 4 are minimum interest rates. (b) When entering into this Agreement, the Parties have each Party has assumed that the interest payable at the rates set out in Clause 10 (Interest) this Agreement is not and will not become subject to Swiss Anticipatory Withholding Tax. ThereforeNotwithstanding that the Parties do not anticipate that any payment of interest will be subject to Swiss Withholding Tax, they agree that, if a Tax Deduction is required by law to be made by the Borrower acknowledges and agrees that in respect of any interest payable by it under this Agreement (the interest rates set out in and which are calculated in accordance with Clause 10 (Interest) shall constitute minimum interest rates"Relevant Amount"), which, if Swiss Anticipatory Tax should apply, shall be adjusted as follows: (a) Any any payment of interest due by a Swiss the Borrower shall shall, subject to the provisions of this Agreement, be increased to an amount which (after making any deduction of the Non-refundable Portion (of Swiss Withholding Tax as defined below) of Swiss Anticipatory Tax) results in a payment to each the Lender entitled to such payment of an amount equal to the payment which would have been due had no deduction of Swiss Anticipatory Withholding Tax been required. For this purpose, the Swiss Anticipatory Withholding Tax shall be calculated on the full grossed-up interest amount and amount. (c) For the purposes of this Clause 4.2, "Non-refundable PortionPortion of Swiss Withholding Tax" shall mean an amount equal to the product of the Relevant Amount and the Swiss Anticipatory Withholding Tax at the standard rate from time to time (35 per cent. being, as at the date of this Agreement, 35%) unless a tax ruling by the Swiss Federal Tax Administration confirms that to the Non-refundable Portion isBorrower in writing that, pursuant in relation to any the Lender based on an applicable double taxation treatiestax treaty, the applicable Swiss Withholding Tax rate is a specified lower rate in relation to specified Finance Parties in which case such lower rate shall be applied in relation to such Finance Parties. (b) Each Swiss Borrower shall provide to the Facility Agent the documents required by law and applicable double taxation treaties for the Lenders to prepare claims for the refund of any Swiss Anticipatory Tax so deducted. (c) If any amount has been paid to a Lender in respect of which Swiss Anticipatory Tax has been paid by a Swiss Borrower and such Lender determines that such amount has been refunded to it by the Swiss tax authorities, it shall promptly reimburse that Swiss Borrower such amount as will leave the Lender in the same position as if there had been no Swiss Anticipatory TaxLender. (d) A Swiss The Borrower shall not be required to make an increased payment to a the Lender pursuant to this Clause 10.5 if in connection with the requirement to make a deduction Non-refundable Portion of Swiss Anticipatory Tax arises as a result of Withholding Tax, to the extent it is attributable to a breach of Clause 27.18 (Bank representation by Original Lenders) or Clause 25.2 (Conditions of assignment or transfer) by that Lender or 13 by the Existing Lender Lender. (as defined in Clause 25.1 (Assignments and transfers e) If requested by the Lenders)Lender, the Borrower shall provide to the Lender those documents which are required by law and applicable double taxation treaties to be provided by the payer of such tax, for the 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 Lender shall forward, after deduction of costs, such amount to the Borrower which will leave it (after that payment) which assigned in the same after-tax position as it would have been if the deduction of Withholding Tax had not been required to be made by the Borrower, further provided that the Borrower has fully complied with its obligations under this Clause 4.2. (f) The Borrowers shall, within 3 Business Days of demand by the Lender, indemnify the Lender against the loss, liability or transferred cost that the Lender has suffered the amount of any Taxes deducted, withheld, incurred or accounted for by the Lender in respect of any of its rights and obligations under the Finance Documents Loan or related thereto, irrespective of whether such Taxes were correctly assessed or demanded provided there shall be no indemnification obligation to the extent such Taxes are attributable to a breach of Clause 13 by the Lender.