Common use of Minimum Interest Clause in Contracts

Minimum Interest. (a) The rates of interest provided for in this Agreement, including, without limitation this Clause 9, are minimum interest rates. (b) When entering into this Agreement, the Borrowers and each Lender have assumed that the interest payable at the rates specified in this Agreement is not and will not be subject to any Tax Deduction. Nevertheless, if a Tax Deduction is required by law to be made by a Borrower in respect of any interest payable by it under a Loan and should it be unlawful for such Borrower to comply with Clause 13.1 (Tax gross-up) for any reason (where this would otherwise be required by the terms of that Clause taking into account the exclusions set out in para. (g) or (h) of Clause 13.1 (Tax gross-up)), and if the gross-up is effectively not paid, (A) the applicable interest rate in relation to that interest payment shall be (i) the interest rate which would have applied to that interest payment as provided for otherwise in this Clause 9 (Interest) in the absence of this Clause 9.6, divided by (ii) 1 minus the rate at which the relevant Tax Deduction is required to be made under Swiss domestic 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 1), and (B) (i) the relevant Borrower shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Clause, (ii) the relevant Borrower shall make the Tax Deduction (within the time allowed and in the minimum amount required by law) on the interest so recalculated, and (iii) all references to a rate of interest under such Loan shall be construed accordingly. (c) To the extent that interest payable by a Borrower under this Agreement becomes subject to Swiss Withholding Tax or Other Withholding Tax, each relevant Lender and that Borrower 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 that Borrower to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax or Other Withholding Tax or to reduce the applicable withholding tax rate.

Minimum Interest. (a) The rates of interest provided for in this Agreement, including, without limitation this Clause 9, are minimum interest rates. (b) When entering into this Agreement, the Borrowers and each Lender Parties have assumed in bona fide that the interest payable at the rates specified in under this Agreement is not and will not be become subject to any Tax DeductionDeduction on account of Swiss Withholding Tax. NeverthelessNotwithstanding paragraph (a) above, if a Tax Deduction in relation to Swiss Withholding Tax is required by law to be made by a Borrower in respect of any interest payable by it under a Loan Finance Document and should it be unlawful for such Borrower an Obligor to comply with Clause 13.1 12.2 (Tax gross-up) for any reason (reason, where this would otherwise be required by the terms of that Clause 12.2 (Tax Gross-Up) (taking into account the exclusions set out in para. (gClause 12.2(d) or (h) of Clause 13.1 (Tax grossGross-upUp)), and if the gross-up is effectively not paid, then: (Ai) the applicable interest rate in relation to that interest payment shall be (i) the interest rate which would have applied to that interest payment as provided for by Clause 8.1 (Calculation of interest) or otherwise in this Clause 9 (Interest) in the absence of this Clause 9.6Agreement or any other Finance Document, divided by (ii) 1 minus the rate at which the relevant Tax Deduction is required to be made under Swiss domestic 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 1), and ; (Bii) that Obligor shall: (iA) the relevant Borrower shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Clause, subparagraph (iii) the relevant Borrower shall above; (B) make the Tax Deduction (within the time allowed and in the minimum amount required by law) on the interest so recalculated, and ; and (iiiC) all references to a rate of interest under such Loan the Finance Documents shall be construed accordingly. (c) . To the extent that interest payable by under a Borrower under this Agreement Finance Document becomes subject to Swiss Withholding Tax or Other Withholding Tax, each relevant Lender and that Borrower the relevant Obligor/s 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 (i) for that Borrower the relevant Obligor/s to obtain authorisation authorization to make interest payments without them being subject to Swiss Withholding Tax and (ii) to ensure that any person which is entitled to a full or Other partial refund under any applicable double taxation treaty is so refunded. The relevant Obligor shall provide the Finance Parties with such documents and information required for applying for a refund of such Swiss Withholding Tax and, in the event Swiss Withholding Tax is refunded by the Swiss Federal Tax Administration to a Lender, the relevant Lender shall forward, after deduction of costs, such amount to the relevant Obligor. Nothing in this Clause 8.5 (Minimum interest) shall interfere with each Lender's right to arrange its tax affairs in whatever manner it thinks fit and, without limiting the foregoing, no Lender shall be under any obligation to claim any Swiss Withholding Tax refund in priority to any other claims, reliefs, credits or deductions available to reduce the applicable withholding tax rateit.

Minimum Interest. (a) The rates of interest provided for in this Agreement, including, without limitation this Clause 9, are minimum interest rates. (b) When By entering into this Agreement, the Borrowers and each Lender Parties have assumed in bona fide that the interest payable at the rates specified in this Agreement hereunder is not and will not be become subject to any Tax DeductionDeduction on account of Swiss Withholding Taxes. Nevertheless, if a Tax Deduction is required by Swiss law to be made by a the Borrower in respect of any interest payable by it under a Loan Finance Document and should it be unlawful for such the Borrower to comply with paragraph (c) of Clause 13.1 1l.l (Tax gross-up) for any reason (where this would otherwise be required by the terms of that Clause taking into account the exclusions set out in para. (g) or (h) of Clause 13.1 11.1 (Tax gross-up)), and if the gross-up is effectively not paid, ) then: (Aa) the applicable interest rate in relation to that interest payment shall be be: (i) the interest rate which would have applied to that interest payment as provided for otherwise in this Clause 9 (Interest) in the absence of this Clause 9.6[***] per cent, per annum, divided by by (ii) 1 [***] minus the rate at which the relevant Tax Deduction is required to be made under Swiss domestic 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 one (1) rather than as a percentage), and , (Bb) that Borrower shall: (i) the relevant Borrower shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Clause, paragraph (a) above; and (ii) the relevant Borrower shall make the Tax Deduction (within the time allowed and in the minimum amount required by law) on the interest so recalculated, and ; (iiic) all references to a rate of interest under such the Loan shall be construed accordingly.; and (cd) To if the extent that Borrower pays the interest payable by a Borrower under this Agreement becomes subject Clause, it shall cooperate with the Lender to enable the Lender to receive a full or partial refund of the Swiss Withholding Tax or Other under an applicable double taxation treaty. If and to the extent the Lender receives a refund of Swiss Withholding Tax, each relevant Lender and that Borrower it shall promptly cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate Tax authority) forward such amount, after deduction of costs, to the extent possible and necessary for that Borrower Borrower. Nothing in this Clause shall interfere with the Lender's right to obtain authorisation arrange its tax affairs in whatever manner it thinks fit and, without limiting the foregoing, the Lender shall not be under any obligation to make interest payments without them being subject to claim any Swiss Withholding Tax refund in priority to any other claims, relieves, credits or Other Withholding Tax or deductions available to reduce the applicable withholding tax rateit.

Minimum Interest. ​ (a) The rates of interest provided for in By entering into this Agreement or any amendment agreement relating to this Agreement, including, without limitation this Clause 9, the Obligors acknowledge and agree that the Credit Parties have assumed in bona fide that any amounts payable by an Obligor under any Credit Document are minimum interest ratesnot and will not become subject to any tax deduction on account of Swiss Withholding Tax. (b) When entering into this Agreement, Notwithstanding the Borrowers and each Lender have assumed that the interest payable at the rates specified in this Agreement is not and will not be subject to any Tax Deduction. Neverthelesspreceding paragraph, if a Tax Deduction tax deduction is required by law to be made by a Borrower in respect of any interest amount payable by it the Swiss Borrower under a Loan any Credit Document and should it be unlawful for such the Swiss Borrower to comply with Clause 13.1 Section 8.6 (Tax gross-upTax) for any reason (reason, where this would otherwise be required by the terms of that Clause taking into account the exclusions set out in para. Section 8.6 (gTax) or then: ​ ​ (h) of Clause 13.1 (Tax gross-up)), and if the gross-up is effectively not paid, (Ai) the applicable interest rate in relation to that interest payment shall be (i) the interest rate which would have applied to that interest payment as provided for otherwise in this Clause 9 by Section 7.2 (Calculation and Payment of Interest) in the absence of this Clause 9.6, divided by (ii) 1 minus the rate at which the relevant Tax Deduction tax deduction is required to be made under Swiss domestic tax law and/or applicable double taxation tax treaties (where the rate at which the relevant Tax Deduction tax deduction is required to be made is for this purpose expressed as a fraction of 1), and ; and (B) (iii) the relevant Swiss Borrower shall be obliged to shall: (A) pay the relevant interest amount at the adjusted rate in accordance with this Clause, paragraph (iii) the relevant Borrower shall above; ​ (B) make the Tax Deduction (within the time allowed and in the minimum amount required by law) tax deduction on the interest so recalculated, and ; and (iiiC) all references to a rate of interest under such Loan the Credit Documents shall be construed accordingly. (ciii) To the extent that interest any amount payable by a Borrower under this Agreement any Credit Document becomes subject to Swiss Withholding Tax or Other Withholding Tax, it is agreed that each relevant Lender and that the Swiss Borrower shall promptly cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate Tax tax authority) to the extent possible and necessary (i) for that the Swiss Borrower to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax or Other at a reduced rate; or, to the extent such relief at source is not possible, (ii) to ensure that any person which is entitled to a full or partial refund under any applicable double taxation treaty is so refunded. (iv) The Swiss Borrower shall provide the Lenders with such documents and information required for applying for a refund of such Swiss Withholding Tax. In the event Swiss Withholding Tax or is refunded to reduce a Lender by the applicable withholding tax rateSwiss Federal Tax Administration, the relevant Lender shall forward, after deduction of costs, such amount to the Swiss Borrower, unless an Event of Default is continuing.

Minimum Interest. (a1) The rates of interest provided for in this Agreement, including, without limitation this Clause 9, are minimum interest rates. (b) When By entering into this Agreement, the Borrowers and each Lender Parties have assumed that the interest payable at the rates specified in this Agreement is not and will not be subject to any Tax Deductiontax deduction on account of Swiss Withholding Tax. Nevertheless, if a Tax Deduction tax deduction is required by law to be made by a the Borrower on account of Swiss Withholding Tax in respect of any interest payable by it under a Loan and should it be unlawful for such the Borrower to comply with Clause 13.1 (Tax gross-up) 17.3. Gross up for any reason (where this would otherwise be required by the terms of that Clause taking into account the exclusions set out in para. (g) or (h) of Clause 13.1 (Tax gross-up)such Clause), and if the gross-up is effectively not paid, (A) : a. the applicable interest rate in relation to that interest payment shall be (iA) the interest rate which would have applied to that interest payment as provided for otherwise in this Clause 9 (Interest) 5. Interest and Fees in the absence of this Clause 9.6(1), divided by (iiB) 1 minus the rate at which the relevant Tax Deduction tax deduction is required to be made under Swiss domestic law and/or applicable double taxation treaties (where the rate at which the relevant Tax Deduction tax deduction is required to be made is for this purpose expressed as a fraction of 1), and ; (B) (iA) the relevant Borrower shall be obliged to pay the relevant interest at the adjusted rate in accordance with this ClauseClause 5. Interest and Fees, and (iiB) the relevant Borrower shall make the Tax Deduction tax deduction (within the time allowed and in the minimum amount required by law) on the interest so recalculated, and (iii) ; and c. all references to a rate of interest under such Loan shall be construed accordingly. (c2) To the extent that interest payable by a the Borrower under this Agreement becomes subject to Swiss Withholding Tax or Other Withholding Tax, each relevant Lender the Bank and that the Borrower shall promptly cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate Tax tax authority) to the extent possible and necessary (i) for that the Borrower to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax or Other Withholding Tax or to reduce the applicable withholding tax raterate and (ii) to ensure that any person which is entitled to a full or partial refund under any applicable double taxation treaty is so refunded. (e) The following shall be added to Clause 10. General Covenants of the Facility Agreement: Exhibit 10.35

Minimum Interest. (a) The rates of interest provided for in this Agreement, including, without limitation this Clause 9, are minimum interest rates. (b) When By entering into this Agreement, the Borrowers and each Lender Parties have assumed in bona fide that the interest payable at the rates specified in this Agreement hereunder is not and will not be become subject to any Tax DeductionDeduction on account of Swiss Withholding Taxes. Nevertheless, if a Tax Deduction is required by Swiss law to be made by a the Borrower in respect of any interest payable by it under a Loan Finance Document and should it be unlawful for such the Borrower to comply with paragraph (c) of Clause 13.1 11.1 (Tax gross-gross up) for any reason (where this would otherwise be required by the terms of that Clause taking into account the exclusions set out in para. (g) or (h) of Clause 13.1 11.1 (Tax gross-gross up)), and if the gross-up is effectively not paid, ) then: (Aa) the applicable interest rate in relation to that interest payment shall be be: (i) the interest rate which would have applied to that interest payment as provided for otherwise in this Clause 9 six (Interest6) in the absence of this Clause 9.6per cent. per annum, divided by by (ii) 1 one (1) minus the rate at which the relevant Tax Deduction is required to be made under Swiss domestic 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 one (1) rather than as a percentage), and , (Bb) that Borrower shall: (i) the relevant Borrower shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Clause, paragraph (a) above; and (ii) the relevant Borrower shall make the Tax Deduction (within the time allowed and in the minimum amount required by law) on the interest so recalculated, and ; (iiic) all references to a rate of interest under such the Loan shall be construed accordingly.; and (cd) To if the extent that Borrower pays the interest payable by a Borrower under this Agreement becomes subject Clause, it shall cooperate with the Lender to enable the Lender to receive a full or partial refund of the Swiss Withholding Tax or Other under an applicable double taxation treaty. If and to the extent the Lender receives a refund of Swiss Withholding Tax, each relevant Lender and that Borrower it shall promptly cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate Tax authority) forward such amount, after deduction of costs, to the extent possible and necessary for that Borrower Borrower. Nothing in this Clause shall interfere with the Lender's right to obtain authorisation arrange its tax affairs in whatever manner it thinks fit and, without limiting the foregoing, the Lender shall not be under any obligation to make interest payments without them being subject to claim any Swiss Withholding Tax refund in priority to any other claims, relieves, credits or Other Withholding Tax or deductions available to reduce the applicable withholding tax rateit.

Minimum Interest. (a) The rates of interest provided for in this Agreement, including, without limitation this Clause 9, are minimum interest rates. (bi) When entering into this Agreement, the Borrowers and each Lender parties have assumed in bona fide that the interest payable at the rates specified in under this Agreement is not and will not be become subject to any Tax Deduction. Neverthelesstax deduction on account of Swiss Withholding Tax. (ii) Notwithstanding paragraph (i) above, if a tax deduction in relation to Swiss Withholding Tax Deduction is required by law to be made by a Borrower in respect of any interest payable by it under a Loan Document and should it be unlawful for such Borrower a Loan Party to comply with Clause 13.1 (Tax gross-up) for any reason (where this would otherwise be required by the terms of that Clause taking into account the exclusions set out in para. (g) or (h) of Clause 13.1 (Tax gross-up)), and if the gross-up is effectively not paidobligations set forth in this Agreement for any reason, subject to the exclusions under Section 16.2(g), then: (A) the applicable interest rate in relation to that interest payment shall be (i) the interest rate which would have applied to that interest payment as provided for by paragraph (a) of this Section 2.6 or otherwise in this Clause 9 (Interest) in the absence of this Clause 9.6Agreement or any other Loan Document, divided by (ii) 1 minus the rate at which the relevant Tax Deduction tax deduction is required to be made under Swiss domestic law and/or applicable double taxation treaties (where the rate at which the relevant Tax Deduction deduction is required to be made is for this purpose expressed as a fraction of 1), and ; (B) the Loan Parties shall: (i1) the relevant Borrower shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Clauseparagraph (A) above, (ii2) the relevant Borrower shall make the Tax Deduction (within the time allowed and in the minimum amount required by law) tax deduction on the interest so recalculated, recalculated and (iii3) all references to a rate of interest under such the Loan Documents shall be construed accordingly. (ciii) To the extent that interest payable by under a Borrower under this Agreement Loan Document becomes subject to Swiss Withholding Tax or Other Withholding Tax, each relevant Lender and that Borrower the relevant Loan Party 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 (i) for that Borrower the relevant Loan Party to obtain authorisation authorization to make interest payments without them being subject to Swiss Withholding Tax and (ii) to ensure that any person which is entitled to a full or Other partial refund under any applicable double taxation treaty is so refunded. The relevant Loan Party shall provide the relevant Lender with such documents and information required for applying for a refund of such Swiss Withholding Tax and, in the event Swiss Withholding Tax is refunded by the Swiss Federal Tax Administration to a Lender, the relevant Lender shall forward, after deduction of costs, such amount to the relevant Loan Party. (iv) Nothing in this paragraph (h) of Section 2.6 shall interfere with each Lender’s right to arrange its tax affairs in whatever manner it thinks fit and, without limiting the foregoing, no Lender shall be under any obligation to claim any Swiss Withholding Tax refund in priority to any other claims, reliefs, credits or deductions available to reduce the applicable withholding tax rateit.

Minimum Interest. (a) The rates of interest provided for in By entering into this Agreement or any amendment agreement relating to this Agreement, including, without limitation this Clause 9, the Obligors acknowledge and agree that the Credit Parties have assumed in bona fide that any amounts payable by an Obligor under any Credit Document are minimum interest ratesnot and will not become subject to any tax deduction on account of Swiss Withholding Tax. (b) When entering into this Agreement, Notwithstanding the Borrowers and each Lender have assumed that the interest payable at the rates specified in this Agreement is not and will not be subject to any Tax Deduction. Neverthelesspreceding paragraph, if a Tax Deduction tax deduction is required by law to be made by a Borrower in respect of any interest amount payable by it the Swiss Borrower under a Loan any Credit Document and should it be unlawful for such the Swiss Borrower to comply with Clause 13.1 Section 8.6 (Tax gross-upTax) for any reason (reason, where this would otherwise be required by the terms of that Clause taking into account the exclusions set out in para. Section 8.6 (gTax) or then: (h) of Clause 13.1 (Tax gross-up)), and if the gross-up is effectively not paid, (Ai) the applicable interest rate in relation to that interest payment shall be (i) the interest rate which would have applied to that interest payment as provided for otherwise in this Clause 9 by Section 7.2 (Calculation and Payment of Interest) in the absence of this Clause 9.6, divided by (ii) 1 minus the rate at which the relevant Tax Deduction tax deduction is required to be made under Swiss domestic tax law and/or applicable double taxation tax treaties (where the rate at which the relevant Tax Deduction tax deduction is required to be made is for this purpose expressed as a fraction of 1), and ; and (B) (iii) the relevant Swiss Borrower shall be obliged to shall: (A) pay the relevant interest amount at the adjusted rate in accordance with this Clause, paragraph (iii) the relevant Borrower shall above; (B) make the Tax Deduction (within the time allowed and in the minimum amount required by law) tax deduction on the interest so recalculated, and ; and (iiiC) all references to a rate of interest under such Loan the Credit Documents shall be construed accordingly. (ciii) To the extent that interest any amount payable by a Borrower under this Agreement any Credit Document becomes subject to Swiss Withholding Tax or Other Withholding Tax, it is agreed that each relevant Lender and that the Swiss Borrower shall promptly cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate Tax tax authority) to the extent possible and necessary (i) for that the Swiss Borrower to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax or Other at a reduced rate; or, to the extent such relief at source is not possible, (ii) to ensure that any person which is entitled to a full or partial refund under any applicable double taxation treaty is so refunded. (iv) The Swiss Borrower shall provide the Lenders with such documents and information required for applying for a refund of such Swiss Withholding Tax. In the event Swiss Withholding Tax or is refunded to reduce a Lender by the applicable withholding tax rateSwiss Federal Tax Administration, the relevant Lender shall forward, after deduction of costs, such amount to the Swiss Borrower, unless an Event of Default is continuing.

Minimum Interest. (a) The rates of interest provided for in this Agreement, including, without limitation limitation, this Clause 9, 9 are minimum interest rates. (b) When entering into this Agreement, the Borrowers and each Lender Parties have assumed that the interest payable at the rates specified set out in this Clause 9, or in other Clauses 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 any Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax Deduction. Nevertheless, should be imposed on interest payments by an Obligor and if a Tax Deduction is required by law to be made by a Borrower in respect of any interest payable by it under a Loan and should it be unlawful for such Borrower to comply with Clause 13.1 13.2 (Tax gross-up) is unenforceable for any reason reason: (where this would otherwise be required by the terms of that Clause taking into account the exclusions set out in para. (g) or (h) of Clause 13.1 (Tax gross-up)), and if the gross-up is effectively not paid, (Ai) the applicable interest rate in relation to that interest payment shall be (i) the interest rate which would have applied to that interest payment as provided for otherwise in this Clause 9 (Interest) in the absence of this Clause 9.6, 9.1 divided by (ii) 1 minus the rate at which the relevant Tax Deduction is required to be made under Swiss domestic tax law and/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 ; and (Bii) the Obligor shall (i) the relevant Borrower shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Clauseparagraph (a) above, (ii) the relevant Borrower shall make the Tax Deduction (within the time allowed and in the minimum amount required by law) on the interest so recalculated, recalculated and (iii) all references to a rate of interest under such Loan the Agreement shall be construed accordingly. (c) To the extent that interest payable by a Borrower the Company under this Agreement becomes subject to Swiss Withholding Tax or Other Withholding Tax, each relevant Lender and that Borrower the Parties shall promptly cooperate 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 that Borrower the Obligor to obtain authorisation the tax ruling from the Swiss Federal Tax Administration. (d) A Borrower shall not be required to make interest payments an increased payment to any specific Lender (but without them being subject prejudice to the rights of all other Lenders hereunder) under this Clause 9.5 or Clause 13.2 (Tax gross-up) in connection with the deduction of Swiss Withholding Tax or Other Withholding if a Borrower has breached the Ten Non-Bank Rule as a direct consequence of that Lender: (i) not complying with its obligations under Clause 24 (Assignments and transfers by Lenders; participations and sub-participations); or (ii) misrepresenting its Lender Status. (e) Clause 13.4 (Tax or credit) shall apply mutatis mutandis to reduce the applicable withholding tax ratethis Clause 9.5.

Minimum Interest. (a) The rates of interest provided for in this Agreement, including, without limitation this Clause 9, are minimum interest rates. (b) When entering into this Agreement, the Borrowers and each Lender Parties have assumed made the bona fide assumption that the interest payable at the rates specified in under this Agreement is not and will not be become subject to any Tax Deduction. NeverthelessSwiss Withholding Tax. (b) Notwithstanding paragraph (a) above, if a Tax Deduction any deduction or withholding is required by law to be made by a Borrower in respect of any interest payable by it under a Loan Swiss law, and should it be unlawful for such Borrower the relevant Loan Party to comply with Clause 13.1 paragraph (Tax gross-upa) of Section 3.01 for any reason (where this would otherwise be required by the terms of that Clause taking into account the exclusions set out in para. Section 3.01 then: (g) or (h) of Clause 13.1 (Tax gross-up)), and if the gross-up is effectively not paid, (Ai) the applicable interest rate in relation to that interest payment shall be be: (iA) the interest rate which would have applied to that interest payment as provided for otherwise in this Clause 9 (Interest) by Article II in the absence of this Clause 9.6, Section 2.20 divided by by; (iiB) 1 (one) minus the rate at which the relevant deduction or withholding of Swiss Withholding Tax Deduction is required to be made under Swiss domestic law and/or applicable double taxation treaties (where the rate at which the relevant Tax Deduction tax deduction is required to be made is for this purpose expressed as a fraction of 11 rather than as a percentage), and ; and (Bii) that Loan Party shall: (iA) the relevant Borrower shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Clause, paragraph (iib) the relevant Borrower shall above; and (B) make the deduction or withholding of Swiss Withholding Tax Deduction (within the time allowed and in the minimum amount required by law) on the interest so recalculated, and (iii) all references to a rate of interest under such the Loan Documents shall be construed accordinglyaccordingly and apply to the deduction for Swiss Withholding Tax purposes on the recalculated interest payment. (c) To the extent that interest payable by a Borrower Loan Party under this Agreement a Loan Document becomes subject to Swiss Withholding Tax or Other Withholding Tax, each relevant Lender and that Borrower each relevant Loan Party shall promptly cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate Tax tax authority) to the extent possible and necessary (i) for that Borrower the relevant Loan Party to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax and (ii) to ensure that any person which is entitled to a full or Other partial refund under any applicable double taxation treaty is so refunded. (d) The relevant Loan Party shall provide the Lenders with such documents and information required for applying for a refund of such Swiss Withholding Tax. In the event Swiss Withholding Tax is refunded to a Lender by the Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of costs, such amount to the relevant Loan Party, unless an Event of Default has occurred and is continuing, in which case such amount shall be withheld until such Event of Default is cured or to reduce the applicable withholding tax rateSecured Obligations have been irrevocably paid in full.