Common use of Recalculation of Interest Clause in Contracts

Recalculation of Interest. (A) When entering into this Agreement, the Parties assumed that interest at the rates set out in this Agreement is not and will not become subject to Swiss Withholding Tax. If, contrary to such assumption, a deduction for Swiss Withholding Tax is required by Swiss law to be made by the Borrower in respect of any interest payable by it under this Agreement and should Section 2.10 be unenforceable for any reason, the applicable interest rate in relation to that interest payment will be (i) the interest rate which would have applied to that interest payment (as provided for in Section 2.7) in the absence of this Section 2.9 divided by (ii) one minus the rate at which the relevant deduction is required to be made pursuant to the Swiss Withholding Tax Act or any applicable tax treaty (where the rate at which the relevant deduction is required to be made is for this purpose expressed as a fraction of one rather than as a percentage) and (a) the Borrower is obliged to pay the relevant interest at the adjusted rate in accordance with this Section 2.9, (b) the Borrower shall make the deduction or withholding on the interest so recalculated and (c) all references to a rate of interest in Section 2.7 will be construed accordingly. (B) No recalculation of interest will be made under this Section 2.9 (i) with respect to a specific Lender (other than a Lender which is a Permitted Non-Qualifying Bank) in relation to which the Borrower makes payments under this Agreement if Swiss Withholding Tax is imposed on such payments as a result of a violation of the Non-Bank Rules which occurred because such Lender (a) was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be Qualifying Bank other than as a result of any change of law after the date it became a Lender under the Agreement, (b) made an incorrect declaration of its status as Qualifying Bank or (c) failed to comply with its obligations under Section 8.7 or (ii) if Swiss Withholding Taxes is imposed on payments of the Borrower pursuant to this Agreement that are recharacterized as dividends as a result of and to the extent that the rate of interest on the Loans exceeds the safe haven provided by the Swiss Federal Tax Administration on advances and loans between related parties.

Recalculation of Interest. (A) When entering into this Agreement, the Parties assumed that interest at the rates set out in this Agreement is not and will not become subject to Swiss Withholding Tax. If, contrary to such assumption, If a deduction for Swiss Withholding Tax Deduction is required by Swiss law to be made by the a Borrower in respect of any interest payable by it that Borrower under this Agreement a Loan and should it be unlawful for such Borrower to comply with paragraph (1) of Section 2.10 be unenforceable 8.2 (Tax Gross-Up) for any reasonreason (where this would otherwise be required by the terms of Section 8.2, taking into account the exclusions set out in paragraph 4 of Section 8.2), (a) the applicable interest rate in relation to that interest payment will shall be (i) the interest rate which would have been applied to that interest payment (as provided for in Section 2.7) in the absence of this Section 2.9 divided by 6.4), (ii) one divided by 1 minus the minimal permissible rate at which the relevant deduction Tax Deduction is required to be made pursuant to the Swiss Withholding Tax Act or any in view of domestic tax law and/or applicable tax treaty treaties (where the rate at which the relevant deduction Tax Deduction is required to be made is is, for this purpose purpose, expressed as a fraction of one rather than as a percentage(1)) and (ab) (i) the Borrower is shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Section 2.96.4, (bii) the Borrower shall make the deduction or withholding Tax Deduction on the interest so recalculated recalculated, and (ciii) all references to a rate of interest in Section 2.7 will under such Loan shall be construed accordingly. (B) No . The exclusions set out in paragraph 4 of Section 8.2 shall apply mutatis mutandis to the obligation to recalculate interest under this Section 6.4, such that in any such exclusion cases, no recalculation of interest will shall be made imposed on a Swiss Borrower. To the extent that interest payable by a Borrower under this Section 2.9 Agreement becomes subject to Tax Deduction, each relevant Lender and each Borrower shall promptly cooperate with each other in completing any procedural formalities (including submitting forms and documents required to the appropriate Tax authority) to the extent possible and necessary for that Borrower to make interest payments (i) with respect without being subject to a specific Lender (other than a Lender which is a Permitted Non-Qualifying Bank) in relation to which the Borrower makes payments under this Agreement if Swiss Withholding Tax is imposed on such payments as a result of a violation of the Non-Bank Rules which occurred because such Lender (a) was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be Qualifying Bank other than as a result of any change of law after the date it became a Lender under the Agreement, (b) made an incorrect declaration of its status as Qualifying Bank or (c) failed to comply with its obligations under Section 8.7 Deduction or (ii) if Swiss Withholding Taxes is imposed on payments to being subject to a reduced Tax Deduction under an applicable Treaty. Paragraph 4 of Section 8.2 shall further apply mutatis mutandis. This Section 6.4 shall not apply in the Borrower pursuant to this Agreement that are recharacterized as dividends as a result situations described in the last paragraph of and to the extent that the rate of interest on the Loans exceeds the safe haven provided by the Swiss Federal Tax Administration on advances and loans between related partiesSection 8.2.

Recalculation of Interest. (A) When entering into this Agreement, the Parties assumed that interest at the rates set out in this Agreement is not and will not become subject to Swiss Withholding Tax. If, contrary to such assumption, If a Tax deduction for Swiss Withholding Tax is required by Swiss law to be made by the Borrower a Swiss Obligor in respect of any interest payable by it under this Agreement and should paragraph (b) of Section 2.10 be unenforceable for any reason, the applicable interest rate in relation to that interest payment will shall be (i) the interest rate which would have applied to that interest payment (as provided for in Section 2.7) 2.2 in the absence of this Section 2.9 2.5 divided by (ii) one (1) minus the rate at which the relevant Tax deduction is required to be made pursuant to the Swiss Withholding Tax Act or any applicable tax treaty (where the rate at which the relevant Tax deduction is required to be made is for this purpose expressed as a fraction of one (1) rather than as a percentage) and (a) that the Borrower is Swiss Obligor shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Section 2.9, 2.5 and (b) the Borrower shall make the deduction or withholding on the interest so recalculated and (c) all references to a rate of interest in Section 2.7 will 2.2 shall be construed accordingly. (B) No . Unless an Event of Default has occurred and is continuing, no recalculation of interest will shall be made under this Section 2.9 (i) 2.5 with respect to a specific Lender if the Non-Bank Rules would not have been violated if (other than a i) such Lender which is not a Permitted Non-Qualifying Bank) Bank Lender in relation to which the Borrower Swiss Obligor makes payments under this Agreement if Swiss Withholding Tax is imposed on such payments as a result of a violation of the Non-Bank Rules which occurred because such Lender (a) payment, was a Qualifying Bank when it became a Lender under this Agreement but on that date such that Lender is not or has ceased to be a Qualifying Bank other than as a result of any change of law after the date it became a Lender under the Agreement, (b) made an incorrect declaration of its status as Qualifying Bank Agreement or (cii) failed such Lender, in relation to comply which the Swiss Obligor makes the payment, had complied with its obligations under Section 8.7 or (ii) if 11.7 and Section 11.8. The Swiss Obligor will 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 each relevant Lender to prepare a claim for refund of Swiss Withholding Taxes Tax. Each Lender undertakes to collaborate with the Swiss Obligor and use its reasonable commercial efforts to timely file a claim for refund of Swiss Withholding Tax. In the event Swiss Withholding Tax is imposed on payments of the Borrower pursuant to this Agreement that are recharacterized as dividends as a result of and refunded to the extent that the rate of interest on the Loans exceeds the safe haven provided Lender by the Swiss Federal Tax Administration on advances and loans between related partiesAdministration, the relevant Lender shall forward, after deduction of costs, such amount to the applicable Swiss Obligor.

Recalculation of Interest. (Aa) The rates of interest provided for in this Agreement and any other Loan Document, including, without limitation in Section 2.08, 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 Section 2.08 or in other sections of this Agreement or any other Loan Document is not and will not become subject to Swiss Withholding Tax. IfNotwithstanding that the parties do not anticipate (acting in good faith) that any payment of interest will be subject to Swiss Withholding Tax, contrary to such assumptionthey agree that, if a tax deduction or withholding for Swiss Withholding Tax is required by Swiss law to be made by the Borrower a Loan Party in respect of any interest payable by it under this Agreement or any other Loan Document and should should, in respect of such Loan Party, Section 2.10 3.01 of this Agreement or similar provisions in any other Loan Document be unenforceable for any reason, the applicable interest rate in relation to that interest payment will be shall be: (i) the interest rate which would have applied to that interest payment (as provided for in Section 2.7) this Agreement or any other Loan Document in the absence of this Section 2.9 paragraph) divided by by (ii) one 1 minus the rate at which the relevant tax deduction or withholding for Swiss Withholding Tax is required to be made pursuant to the Swiss Withholding Tax Act or any applicable tax treaty (where the rate at which the relevant deduction or withholding of Swiss Withholding Tax is required to be made is for this purpose expressed as a fraction of one 1 rather than as a percentage) and (aA) the Borrower is relevant Loan Party shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Section 2.9paragraph, (bB) the Borrower relevant Loan Party shall make the deduction or withholding of Swiss Withholding Tax on the recalculated interest so recalculated and (cC) all references to a rate of interest in Section 2.7 will this Agreement and any other Loan Document shall be construed accordingly. (Bc) No recalculation of To the extent that interest will be made under this Section 2.9 (i) with respect to payable by a specific Lender (other than a Lender which is a Permitted Non-Qualifying Bank) in relation to which the Borrower makes payments Loan Party under this Agreement if or any other Loan Document becomes subject to Swiss Withholding Tax, each relevant Secured Party and the Loan Parties shall promptly cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate tax authority) to the extent possible and necessary for the relevant Loan Party to obtain authorization to make interest payments without them being subject to Swiss Withholding Tax is imposed on such payments as a result of a violation of or to allow the Non-Bank Rules which occurred because such Lender (a) was a Qualifying Bank when it became a Lender Secured Parties to prepare claims for the refund under this Agreement but on that date such Lender is not applicable double taxation treaties or has ceased to be Qualifying Bank other than as a result under Swiss domestic law of any change of law after the date it became a Lender under the Agreement, (b) made an incorrect declaration of its status as Qualifying Bank or (c) failed to comply with its obligations under Section 8.7 or (ii) if Swiss Withholding Taxes is imposed on payments of the Borrower pursuant to this Agreement that are recharacterized as dividends as a result of Tax so deducted. If and to the extent a Secured Party which previously received payments of interest at the recalculated rate pursuant to paragraph (b) above, receives such refund of Swiss Withholding Tax, it shall forward such amount, after deduction of (reasonable) costs (including any Taxes), to the relevant Loan Party; provided that the rate Loan Parties, upon the request of interest on the Loans exceeds applicable Secured Party, agree promptly to return such refund to such Secured Party in the safe haven provided by event such Secured Party is required to repay such refund to the relevant taxing authority. For the avoidance of doubt, Section 3.01(d) of this Agreement shall not apply in respect of Swiss Federal Withholding Tax Administration on advances and loans between related partiesto which this Section 2.17 shall apply instead.

Recalculation of Interest. (A) When entering into this Agreement, the Parties assumed that interest at the rates set out in this Agreement is not and will not become subject to Swiss Withholding Tax. If, contrary to such assumption, If a Tax deduction for Swiss Withholding Tax is required by Swiss law to be made by the Borrower a Swiss Obligor in respect of any interest payable by it under this Agreement and should paragraph (b) of Section 2.10 2.11 be unenforceable for any reason, the applicable interest rate in relation to that interest payment will shall be (i) the interest rate which would have applied to that interest payment (as provided for in Section 2.7) 2.2 in the absence of this Section 2.9 2.5 divided by (ii) one (1) minus the rate at which the relevant Tax deduction is required to be made pursuant to the Swiss Withholding Tax Act or any applicable tax treaty (where the rate at which the relevant Tax deduction is required to be made is for this purpose expressed as a fraction of one (1) rather than as a percentage) and (a) that the Borrower is Swiss Obligor shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Section 2.9, 2.5 and (b) the Borrower shall make the deduction or withholding on the interest so recalculated and (c) all references to a rate of interest in Section 2.7 will 2.2 shall be construed accordingly. (B) No . Unless an Event of Default has occurred and is continuing, no recalculation of interest will shall be made under this Section 2.9 (i) 2.5 with respect to a specific Lender if the Non-Bank Rules would not have been violated if (other than a i) such Lender which is not a Permitted Non-Qualifying Bank) Bank Lender in relation to which the Borrower Swiss Obligor makes payments under this Agreement if Swiss Withholding Tax is imposed on such payments as a result of a violation of the Non-Bank Rules which occurred because such Lender (a) payment, was a Swiss Qualifying Bank when it became a Lender under this Agreement but on that date such that Lender is not or has ceased to be a Swiss Qualifying Bank other than as a result of any change of law after the date it became a Lender under the Agreement, (b) made an incorrect declaration of its status as Qualifying Bank Agreement or (cii) failed such Lender, in relation to comply which the Swiss Obligor makes the payment, had complied with its obligations under Section 8.7 or (ii) if 11.7 and Section 11.8. The Swiss Obligor will 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 each relevant Lender to prepare a claim for refund of Swiss Withholding Taxes Tax. Each Lender undertakes to collaborate with the Swiss Obligor and use its reasonable commercial efforts to timely file a claim for refund of Swiss Withholding Tax. In the event Swiss Withholding Tax is imposed on payments of the Borrower pursuant to this Agreement that are recharacterized as dividends as a result of and refunded to the extent that the rate of interest on the Loans exceeds the safe haven provided Lender by the Swiss Federal Tax Administration on advances and loans between related parties.Administration, the relevant Lender shall forward, after deduction of costs, such amount to the applicable Swiss Obligor. 4810-9912-0636 v.15

Recalculation of Interest. (Aa) When entering into this Agreement, the Parties assumed that interest at the rates set out in this Agreement is not and will not become subject to Swiss Withholding Tax. If, contrary to such assumption, If a deduction for Swiss Withholding Tax is Deduction should be required by Swiss law to be made by the Borrower in respect of any interest payable by it under this Agreement and should Section 2.10 paragraph (b) of Clause 14.1 (Tax gross-up) be unenforceable for any reasonreason (other than as a result of the application of one of the exclusions in paragraph (f) of Clause 14.1 (Tax gross-up)), the applicable interest rate in relation to that interest payment will shall be (i) the interest rate which would have applied to that interest payment (as provided for in Section 2.7Clause 10.1 (Calculation of interest)) in the absence of this Section 2.9 Clause 10.5 divided by (ii) one 1 minus the rate at which the relevant deduction Tax Deduction is required to be made pursuant to the Swiss Withholding Tax Act or any applicable tax treaty (where the rate at which the relevant deduction Tax Deduction is required to be made is for this purpose expressed as a fraction of one 1 rather than as a percentage) and (a) that the Borrower is shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Section 2.9, Clause 10.5 and (b) the Borrower shall make the deduction or withholding on the interest so recalculated and (c) all references to a rate of interest in Section 2.7 will Clause 10.1 (Calculation of interest) shall be construed accordingly. (B) No recalculation of interest will be made under this Section 2.9 (i) with respect to a specific Lender (other than a Lender which is a Permitted Non-Qualifying Bank) in relation to which the Borrower makes payments under this Agreement if Swiss Withholding Tax is imposed on such payments as a result of a violation of the Non-Bank Rules which occurred because such Lender (a) was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be Qualifying Bank other than as a result of any change of law after the date it became a Lender under the Agreement, (b) made an incorrect declaration of its status as Qualifying Bank or (c) failed to comply with its obligations under Section 8.7 or (ii) if Swiss Withholding Taxes is imposed on payments of the Borrower pursuant to this Agreement that are recharacterized as dividends as a result of If and to the extent that any interest payment should become subject to Swiss Withholding Tax, each relevant Finance Party and the rate of Borrower shall cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate tax authorities) to the extent possible and necessary for the Borrower to obtain authorisation to make interest on payments without them being subject to Swiss Withholding Tax or to them being subject to the Loans exceeds lowest possible Tax Deduction and to ensure that any person which is entitled to a full or partial re-fund under any applicable double taxation treaty is so refunded. In the safe haven provided event Swiss Withholding Tax is refunded to a Finance Party by the Swiss Federal Tax Administration on advances and loans between Administration, the relevant Finance Party shall forward, after deduction of any related partiescosts, such amount to the Borrower.

Recalculation of Interest. (Aa) The rates of interest, fees and commissions provided for in this Agreement, including, without limitation Section 2.6 or in any other Credit Document, are minimum interest rates. (b) When entering into this Agreement, the Parties parties have assumed that interest interest, fees and commissions payable at the rates set out in this Agreement or any other Credit Document, including, without limitation Section 2.6 is not and will not become subject to Swiss Withholding Tax. IfNotwithstanding that the parties do not anticipate (acting in good faith) that any payment of interest, contrary fees and commissions will be subject to such assumptionSwiss Withholding Tax, they agree that, if a deduction for Swiss Withholding Tax is required by Swiss law to be made by the Borrower a Credit Party in respect of any interest interest, fee or commission payable by it under or in connection with this Agreement or any other Credit Document and should in respect of such Credit Party Section 2.10 3.3 or any similar undertaking in another Credit Document applicable to such Credit Party be unenforceable for any reasonreason (where the payment of an additional amount would otherwise be required by the terms of Section 3.3 or any similar undertaking in another Credit Document), the applicable interest rate in relation to that interest interest, fee or commission payment will be shall be: (i) the interest interest, fee, commission rate which would have applied to that interest interest, fee or commission payment (as provided for in Section 2.7) this Agreement or any other Credit Document in the absence of this Section 2.9 paragraph (b)) divided by by (ii) one 1 minus the rate at which the relevant deduction for Swiss Withholding Tax is required to be made pursuant to the Swiss Withholding Tax Act or any applicable tax treaty (where the rate at which the relevant deduction or withholding of Swiss Withholding Tax is required to be made is for this purpose expressed as a fraction of one 1 rather than as a percentage) and (aA) the Borrower is relevant Credit Party shall be obliged to pay the relevant interest interest, fee or commission at the adjusted rate in accordance with this Section 2.9paragraph, (bB) the Borrower relevant Credit Party shall make the deduction or withholding for Swiss Withholding Tax on the interest so recalculated interest, fee or commission and (cC) all references to a rate of interest interest, fee or commission in Section 2.7 will this Agreement of any other Credit Document shall be construed accordingly. (Bc) No recalculation of interest will be made To the extent that interest, fees or commissions payable by a Credit Party under this Section 2.9 (i) or in connection with respect to a specific Lender (other than a Lender which is a Permitted Non-Qualifying Bank) in relation to which the Borrower makes payments under this Agreement if or any other Credit Document become subject to Swiss Withholding Tax, the relevant Lenders, Issuing Banks, Agents and the Credit 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 relevant Credit Party to obtain authorization to make interest payments without them being subject to Swiss Withholding Tax is imposed on such payments as a result of a violation of or to allow the Non-Bank Rules which occurred because such Lender (a) was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased relevant Lenders, Issuing Banks and Agent, to be Qualifying Bank other than as a result prepare claims for the refund of any change of law after the date it became a Lender under the Agreement, (b) made an incorrect declaration of its status as Qualifying Bank or (c) failed to comply with its obligations under Section 8.7 or (ii) if Swiss Withholding Taxes is imposed on payments of the Borrower pursuant to this Agreement that are recharacterized as dividends as a result of and to the extent Tax so deducted; provided that the rate completion, execution and submission of interest on such procedural formalities shall not be required if in the Loans exceeds Lenders’, Issuing Banks’ or Agents’ reasonable judgment such completion, execution or submission would subject such Lenders, Issuing Banks or Agents to any material unreimbursed cost of expense or would materially prejudice the safe haven provided by the Swiss Federal Tax Administration on advances and loans between related partieslegal or commercial position of such Lenders, Issuing Banks or Agents.

Recalculation of Interest. (Aa) The rates of interest provided for in this Agreement and any other Loan Document, including, without limitation in Section 2.08, 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 Section 2.08 or in other sections of this Agreement or any other Loan Document is not and will not become subject to Swiss Withholding Tax. IfNotwithstanding that the parties do not anticipate (acting in good faith) that any payment of interest will be subject to Swiss Withholding Tax, contrary to such assumptionthey agree that, if a tax deduction or withholding for Swiss Withholding Tax is required by Swiss law to be made by the Borrower a Loan Party in respect of any interest payable by it under this Agreement or any other Loan Document and should should, in respect of such Loan Party, Section 2.10 3.01 of this Agreement or similar provisions in any other Loan Document be unenforceable for any reason, the applicable interest rate in relation to that interest payment will be shall be: (i) the interest rate which would have applied to that interest payment (as provided for in Section 2.7) this Agreement or any other Loan Document in the absence of this Section 2.9 paragraph) divided by by (ii) one 1 minus the rate at which the relevant tax deduction or withholding for Swiss Withholding Tax is required to be made pursuant to the Swiss Withholding Tax Act or any applicable tax treaty (where the rate at which the relevant deduction or withholding of Swiss Withholding Tax is required to be made is for this purpose expressed as a fraction of one 1 rather than as a percentage) and (aA) the Borrower is relevant Loan Party shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Section 2.9paragraph, (bB) the Borrower relevant Loan Party shall make the deduction or withholding of Swiss Withholding Tax on the recalculated interest so recalculated and (cC) all references to a rate of interest in Section 2.7 will this Agreement and any other Loan Document shall be construed accordingly. (Bc) No recalculation of To the extent that interest will be made under this Section 2.9 (i) with respect to payable by a specific Lender (other than a Lender which is a Permitted Non-Qualifying Bank) in relation to which the Borrower makes payments Loan Party under this Agreement if or any other Loan Document becomes subject to Swiss Withholding Tax, each relevant Secured Party and the Loan Parties shall promptly cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate tax authority) to the extent possible and necessary for the relevant Loan Party to obtain authorization to make interest payments without them being subject to Swiss Withholding Tax is imposed on such payments as a result of a violation of or to allow the Non-Bank Rules which occurred because such Lender (a) was a Qualifying Bank when it became a Lender Secured Parties to prepare claims for the refund under this Agreement but on that date such Lender is not applicable double taxation treaties or has ceased to be Qualifying Bank other than as a result under Swiss domestic law of any change of law after the date it became a Lender under the Agreement, (b) made an incorrect declaration of its status as Qualifying Bank or (c) failed to comply with its obligations under Section 8.7 or (ii) if Swiss Withholding Taxes is imposed on payments of the Borrower pursuant to this Agreement that are recharacterized as dividends as a result of Tax so deducted. If and to the extent a Secured Party which previously received payments of interest at the recalculated rate pursuant to paragraph (b) above, receives such refund of Swiss Withholding Tax, it shall forward such amount, after deduction of (reasonable) costs (including any Taxes), to the relevant Loan Party; provided that the rate Loan Parties, upon the request of interest on the Loans exceeds applicable Secured Party, agree promptly to return such refund to such Secured Party in the safe haven provided by event such Secured Party is required to repay such refund to the relevant taxing authority. For the avoidance of doubt, Section 3.01(d) of this Agreement shall not apply in respect of Swiss Federal Withholding Tax Administration on advances and loans between related partiesto which this Section 2.19 shall apply instead.