Common use of Grossing-up for taxes Clause in Contracts

Grossing-up for taxes. (a) If at any time an Obligor is required by law to make any deduction or withholding in respect of Taxes from any payment due under any of the Senior Finance Documents for the account of any Finance Party (or if the Facility Agent, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party), the sum due from the Obligor in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor shall indemnify each Finance Party against any losses or costs incurred by any of them by reason of any failure of the Obligor to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment (provided that such indemnity does not entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) The Obligor shall promptly deliver to the Facility Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholding.

Grossing-up for taxes. (a) 8.3.1 If at any time an Obligor the Borrower is required by law to make any deduction or withholding in respect of Taxes from any payment due under any of the Senior Finance Documents this Agreement for the account of any Finance Party (or if the Facility Agent, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party), the sum due from the Obligor Borrower in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each the relevant Finance Party receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor made and the Borrower shall indemnify each the relevant Finance Party against any losses or all losses, costs and expenses incurred by any of them it by reason of any failure of the Obligor Borrower to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment (provided that such indemnity does not entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) payment. The Obligor Borrower shall promptly deliver to the Facility Agent relevant Finance Party any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholding. 8.3.2 If the Borrower makes a payment under clause 8.3.1 and the relevant Finance Party determines that it has received or been granted a credit against or relief or remission for, or repayment of, any Tax paid or payable by it in respect of or which takes account of the deduction, withholding or other matter giving rise to such payment by the Borrower, the relevant Finance Party shall, to the extent it determines that it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as the relevant Finance Party shall have determined to be attributable to such deduction or withholding or other matter and which shall leave the relevant Finance Party (after such payment), in an after-Tax position which it determines to be no better or worse than it would have been in if the Borrower had not been required to make such deduction or withholding or such other matter had not arisen. Nothing herein contained shall: (a) interfere with the right of the relevant Finance Party to arrange its Tax or other affairs in whatever manner it thinks fit; (b) oblige the relevant Finance Party to disclose any information relating to its Tax or other affairs or any computations in respect thereof; (c) require the relevant Finance Party to do anything that it determines would or may prejudice its ability to benefit from any other credit, relief, remission or repayment to which it may be entitled; or (d) require the relevant Finance Party to give any priority as to the order in which it claims credits, relief, remissions and repayments or in which it allocates to any person or liability or class of persons or liabilities any credit, relief, remission or repayment. 8.3.3 If the relevant Finance Party makes any payment to the Borrower pursuant to clause 8.3.2 and such payment is subsequently reviewed by internal auditors to that Finance Party, acting in good faith and as experts, that the credit, relief, remission or repayment in respect of which such payment was made was not available or has been withdrawn or that it is unable to use such credit, relief, remission or repayment in full, the Borrower shall reimburse the relevant Finance Party such amount as the relevant Finance Party determines, in its sole opinion, is necessary to place it in the same after-Tax position as it would have been in if such credit, relief, remission or repayment had been obtained and fully used and retained by the relevant Finance Party.

Grossing-up for taxes. (a) 8.5.1 If at any time an Obligor the Borrower is required by law to make any deduction or withholding in respect of Taxes from any payment due under any of this Agreement and/or the Senior Finance Facility Documents for the account of any Finance Party Bank Beneficiary (or if the Facility Agent, or as the case may be, the Security Bank Agent is required to make any such deduction or withholding from a payment to a Finance Party), another Bank Beneficiary) the sum due from the Obligor Borrower in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party Bank Beneficiary receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor made and the Borrower shall indemnify each Finance Party Bank Beneficiary against any losses or costs incurred by any of them by reason of any failure of the Obligor Borrower to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment (provided that such indemnity does not entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) payment. The Obligor Borrower shall promptly deliver to the Facility Bank Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholding. 8.5.2 The Borrower shall not be required to make any increased payment under this clause 8.5 if the requirement to make such payment arises solely as a consequence of: (a) the breach by any Bank Beneficiary of its express obligations under this Agreement or any of the Facility Documents; or (b) any assignment or transfer by any Bank Beneficiary of its rights under this Agreement or any Facility Document, or a change in its Facility Office other than an assignment, transfer or change: (i) permitted or required by this Agreement (subject always to clause 15.8 (Facility Offices)) or the relevant Facility Document; (ii) effected in order to reduce or mitigate any requirement to make any increased payment where such assignment, transfer or change is made with the agreement of the Borrower (provided however that if the Borrower withholds its consent to such proposed assignment, transfer or change, the Borrower shall be obliged to make the applicable deduction or withholding or other increased payment or to prepay the Loans advanced in accordance with clauses 6.2 and 6.3 above); or (iii) following any request by the Borrower, any member of the Group or the Parent Sponsor. 8.5.3 If any Bank Beneficiary determines in its absolute discretion acting in good faith that it has received, realised, utilised and retained a Tax benefit by reason of any deduction or withholding in respect of which the Borrower has made an increased payment under this clause 8.5 that Bank Beneficiary shall, provided always that the applicable Bank Beneficiary has received all amounts which are then due and payable by the Borrower and/or any other Security Party under any of the provisions of the Facility Documents, pay to the Borrower (to the extent that the applicable Bank Beneficiary can do so without prejudicing the amount of that benefit and the right of that Bank Beneficiary to obtain any other benefit, relief or allowance which may be available to it) such amount, if any, as that Bank Beneficiary shall determine in its absolute discretion (acting in good faith) will leave that Bank Beneficiary in no better and no worse position than that Bank Beneficiary would have been in if the deduction or withholding had not been required and that it retains no benefit as a result of the benefit of such deduction (such payment to be made on or prior to the date falling three (3) Banking Days after the date of such determination), PROVIDED THAT: (a) the applicable Bank Beneficiary shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax benefit; (b) the applicable Bank Beneficiary shall provide reasonable details of the basis of such determination but shall not be obliged to disclose any information regarding its business, Tax affairs or Tax computations which that Bank Beneficiary considers to be confidential; (c) if the applicable Bank Beneficiary has made a payment to the Borrower pursuant to this clause 8.5.3 on account of any Tax benefit and it subsequently transpires that that Bank Beneficiary did not receive that Tax benefit, or received a lesser Tax benefit, the Borrower shall pay on demand to that Bank Beneficiary such sum as that Bank Beneficiary may determine as being necessary to restore the after-Tax position of that Bank Beneficiary to that which it would have been had no adjustment under this proviso (c) been necessary; and (d) the applicable Bank Beneficiary shall not be obliged to make any payment under this clause 8.5.3 if, by doing so, it would contravene the terms of any applicable law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Grossing-up for taxes. (a) 6.6.1 If at any time an Obligor the Borrower is required by law to make any deduction or withholding in respect of Taxes from any payment due under any of the Senior Finance Security Documents for the account of any Finance Party (Creditor or if the Facility Agent, Agent or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party)another Creditor or withholding in respect of Taxes from any payment due under any of the Security Documents, the sum due from the Obligor Borrower in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party the relevant Creditor receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Borrower shall indemnify each Creditor against any losses or costs incurred by it by reason of any failure of the Borrower to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Borrower shall promptly deliver to the Agent any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid. 6.6.2 If at any time any Bank is required to make any deduction or withholding in respect of Taxes from any payment due under this Agreement for the account of the Agent or the Issuing Bank, the sum due from such Bank in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Agent or the Issuing Bank (as the case may be) receives on the due date for such payment (and retains free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor made and each Bank shall indemnify each Finance Party the Agent or the Issuing Bank against any losses or costs incurred by any either of them by reason of any failure of the Obligor such Bank to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment (provided that such indemnity does not entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount)payment. (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) The Obligor shall promptly deliver to the Facility Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholding.

Grossing-up for taxes. (a) 8.5.1 If at any time an Obligor the Borrower is required by law to make any deduction or withholding in respect of Taxes from any payment due under any of this Agreement and/or the Senior Finance Facility Documents for the account of any Finance Party Beneficiary (or if the Facility Agent, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party), another Beneficiary) the sum due from the Obligor Borrower in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party Beneficiary receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor made and the Borrower shall indemnify each Finance Party Beneficiary against any losses or costs incurred by any of them by reason of any failure of the Obligor Borrower to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment (provided that such indemnity does not entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) payment. The Obligor Borrower shall promptly deliver to the Facility Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholding. 8.5.2 The Borrower shall not be required to make any increased payment under this clause 8.5 if the requirement to make such payment arises solely as a consequence of: (a) the breach by any Beneficiary of its express obligations under this Agreement or any of the Facility Documents; or (b) any assignment or transfer by any Beneficiary of its rights under this Agreement or any Facility Document, or a change in its Facility Office other than an assignment, transfer or change: (i) permitted or required by this Agreement (subject always to clause 15.8 (Facility Offices)) or the relevant Facility Document; (ii) effected in order to reduce or mitigate any requirement to make any increased payment where such assignment, transfer or change is made with the agreement of the Borrower (provided however that if the Borrower withholds its consent to such proposed assignment, transfer or change, the Borrower shall be obliged to make the applicable deduction or withholding or other increased payment or to prepay the Loans advanced in accordance with clauses 6.2 and 6.3 above); (iii) effected pursuant to or in accordance with either or both of the Option Agreements; or (iv) following any request by any member of the Group or the Parent Sponsor. 8.5.3 If any Beneficiary determines in its absolute discretion acting in good faith that it has received, realised, utilised and retained a Tax benefit by reason of any deduction or withholding in respect of which the Borrower has made an increased payment under this clause 8.5 that Beneficiary shall, provided always that the applicable Beneficiary has received all amounts which are then due and payable by the Borrower and/or any other Security Party under any of the provisions of the Facility Documents, pay to the Borrower (to the extent that the applicable Beneficiary can do so without prejudicing the amount of that benefit and the right of that Beneficiary to obtain any other benefit, relief or allowance which may be available to it) such amount, if any, as that Beneficiary shall determine in its absolute discretion (acting in good faith) will leave that Beneficiary in no better and no worse position than that Beneficiary would have been in if the deduction or withholding had not been required and that it retains no benefit as a result of the benefit of such deduction (such payment to be made on or prior to the date falling three (3) Banking Days after the date of such determination), PROVIDED THAT: (a) the applicable Beneficiary shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax benefit; (b) the applicable Beneficiary shall provide reasonable details of the basis of such determination but shall not be obliged to disclose any information regarding its business, Tax affairs or Tax computations which that Beneficiary considers to be confidential; (c) if the applicable Beneficiary has made a payment to the Borrower pursuant to this clause 8.5.3 on account of any Tax benefit and it subsequently transpires that that Beneficiary did not receive that Tax benefit, or received a lesser Tax benefit, the Borrower shall pay on demand to that Beneficiary such sum as that Beneficiary may determine as being necessary to restore the after-Tax position of that Beneficiary to that which it would have been had no adjustment under this proviso (c) been necessary; and (d) the applicable Beneficiary shall not be obliged to make any payment under this clause 8.5.3 if, by doing so, it would contravene the terms of any applicable law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Grossing-up for taxes. (a) by the Borrowers If at any time an Obligor is required by law to the Borrowers must make any deduction or withholding in respect of Taxes or deduction in respect of any royalty payment, duty, assessment or other charge or otherwise from any payment due under any of the Security Documents for the account of any Bank or if the Payment Agent or the Security Trustee must make any deduction or withholding from a payment to another Bank or withholding in respect of Taxes from any payment due under any of the Senior Finance Documents for the account of any Finance Party (or if the Facility Agent, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party)Documents, the sum due from the Obligor Borrowers in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), must be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party the relevant Bank receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) ), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor shall made and the Borrowers must indemnify each Finance Party Bank against any losses or costs incurred by any of them it by reason of any failure of the Obligor Borrowers to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. Provided however that if any Bank or the Agent or the Security Trustee shall be or become entitled to any Tax credit or relief in respect of any Tax which is deducted from any payment by the Borrowers and it actually receives a benefit from such Tax credit or relief in its country of domicile, incorporation or residence, the relevant Bank or the Agent or the Security Trustee, as the case may be, shall, subject to any laws or regulations applicable thereto, pay to the Borrowers after such benefit is effectively received by the relevant Bank or the Agent or the Security Trustee, as the case may be, such amounts (provided which shall be conclusively certified by the Agent) as shall ensure that such indemnity does not entitle any Finance Party the net amount actually retained by the relevant Bank or the Agent or the Security Trustee, as the case may be, is equal to receive any the amount which has not would have been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim retained if there had been no such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) deduction. The Obligor shall Borrowers must promptly deliver to the Facility Payment Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholdingwithholding as aforesaid.

Grossing-up for taxes. (a) 6.6.1 If at any time an Obligor is the Borrowers or any of them are required by law to make any deduction or withholding in respect of Taxes from any payment due under any of the Senior Finance Security Documents for the account of any Finance Party (Creditor or if the Facility AgentAgent or, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party)another Creditor or withholding in respect of Taxes from any payment due under any of the Security Documents, the sum due from the Obligor Borrowers or any of them in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party the relevant Creditor receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Borrowers shall indemnify each Creditor against any losses or costs incurred by it by reason of any failure of the Borrowers or any of them to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Borrowers shall promptly deliver to the Agent any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid. 6.6.2 If at any time any Bank is required to make any deduction or withholding in respect of Taxes from any payment due under this Agreement for the account of the Agent, the sum due from such Bank in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Agent receives on the due date for such payment (and retains free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor made and each Bank shall indemnify each Finance Party the Agent against any losses or costs incurred by any of them by reason of any failure of the Obligor such Bank to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment (provided that such indemnity payment. 6.6.3 For the avoidance of doubt, clause 6.6.1 does not entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) The Obligor shall promptly deliver to the Facility Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable apply in respect of any such deduction sums due from the Borrowers to the Swap Provider under or withholdingin connection with the Master Swap Agreement as to which sums the provisions of section 2(d) (Deduction or Withholding for Tax) of the Master Swap Agreement shall apply.

Grossing-up for taxes. (a) 6.6.1 If at any time an Obligor is the Borrowers or any of them are required by law to make any deduction or withholding in respect of Taxes (other than Taxes on a Lender's overall net income) from any payment due under any of the Security Documents for the account of any Creditor or if the Agent or the Security Agent is required to make any deduction or withholding from a payment to another Creditor or withholding in respect of Taxes from any payment due under any of the Senior Finance Documents for the account of any Finance Party (or if the Facility Agent, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party)Documents, the sum due from the Obligor Borrowers or any of them in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party the relevant Creditor receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Borrowers shall indemnify each Creditor against any losses or costs incurred by it by reason of any failure of the Borrowers or any of them to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Borrowers shall promptly deliver to the Agent any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid. 6.6.2 If at any time any Lender is required to make any deduction or withholding in respect of Taxes from any payment due under this Agreement for the account of the Agent, the sum due from such Lender in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Agent receives on the due date for such payment (and retains free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor made and each Lender shall indemnify each Finance Party the Agent against any losses or costs incurred by any either of them by reason of any failure of the Obligor such Lender to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment (provided that such indemnity payment. 6.6.3 For the avoidance of doubt, clause 6.6.1 does not entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) The Obligor shall promptly deliver to the Facility Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable apply in respect of any such deduction sums due from the Borrowers to the Swap Provider under or withholdingin connection with the Master Swap Agreement as to which sums the provisions of section 2(d) (Deduction or Withholding for Tax) of the Master Swap Agreement shall apply.

Grossing-up for taxes. (a) 3.2.1 If at any time an Obligor is required any applicable law, regulation or regulatory requirement, (whether or not having the force of law but in respect of which compliance by law banks or other financial institutions or institutions of a similar nature to make the Lessor in the relevant jurisdiction as generally customary) or any governmental authority, monetary agency or central bank requires any deduction or withholding in respect of Taxes from any payment due to the Lessor under any this Undertaking the Lessee Parent shall: (a) increase the payment in respect of which the Senior Finance Documents for the account of any Finance Party (or if the Facility Agent, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party), the sum due from the Obligor in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), be increased is required to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party the Lessor receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.; (b) Such Obligor the Lessee Parent shall indemnify each Finance Party against pay to the relevant authority within the period for payment permitted by applicable law the full amount of the deduction or withholding (including, but without prejudice to the generality of the foregoing, the full amount of any losses deduction or costs incurred withholding from any increased amount paid pursuant to this clause 3.2); and (c) the Lessee Parent shall furnish to the Lessor within the period for payment permitted by any applicable law, appropriate receipts evidencing payment to the relevant authority of them all amounts deducted or withheld as aforesaid. 3.2.2 If the Lessor determines in its absolute discretion acting reasonably and in good faith that the Lessor has retained and utilised a tax benefit by reason of any failure deduction or withholding as aforesaid (and the Lessor shall endeavour to realise or receive such a tax benefit provided it is not otherwise disadvantaged by doing so), which, in the Lessor's absolute discretion acting reasonably and in good faith is referable to any deduction or withholding as aforesaid, subject to the Lessee Parent having complied with clause 3.2.1, the Lessor will, as soon as reasonably practicable thereafter, reimburse to the Lessee Parent the payment, or such part of the Obligor payment as will leave the Lessor (after such reimbursement) in no better and no worse position than it would have been in if no such deduction or withholding had been required to be made, provided always that: (a) the Lessor shall give a certificate setting out the basis of the computation of the amount of any tax benefit referred to in clause 3.2.2; (b) the Lessor shall have an absolute discretion as to the arrangement of its Taxation affairs and, in particular, the order in which it employs or claims credit, refunds and allowances available to it; (c) if, following any such reimbursement by the Lessor, the tax benefit in respect of which such reimbursement was made is disallowed in whole or in part by any applicable taxing or other authority, the Lessee Parent shall, upon demand, pay to the lessor the amount necessary to restore the after tax position of the Lessor to that which it would have been had no adjustment under this proviso (iii) been necessary; and (d) the Lessor shall not be obliged to make any such deduction or withholding or reimbursement if, by reason doing so, it would contravene the terms of any increased payment not being made on applicable notice, direction or requirement (having the due date for such payment (provided that such indemnity does not entitle any Finance Party to receive any amount which has not been demanded within 6 months force of the first day on which both (i) the Finance Party has the right to claim such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amountlaw). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) The Obligor shall promptly deliver to the Facility Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholding.

Grossing-up for taxes. (a) by the Borrowers If at any time an Obligor is required by law to the Borrowers must make any deduction or withholding in respect of Taxes or deduction in respect of any royalty payment, duty, assessment or other charge or otherwise from any payment due under any of the Security Documents for the account of any Bank or if the Agent or the Security Trustee must make any deduction or withholding from a payment to another Bank or withholding in respect of Taxes from any payment due under any of the Senior Finance Documents for the account of any Finance Party (or if the Facility Agent, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party)Documents, the sum due from the Obligor Borrowers in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), must be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party the relevant Bank receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) ), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor shall made and the Borrowers must indemnify each Finance Party Bank against 23 any losses or costs incurred by any of them it by reason of any failure of the Obligor Borrowers to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment Provided however that if any Bank or the Agent or the Security Trustee shall be or become entitled to any Tax credit or relief in respect of any Tax which is deducted from any payment by the Borrowers and it actually receives a benefit from such Tax credit or relief in its country of domicile, incorporation or residence, the relevant Bank or the Agent or the Security Trustee, as the case may be, shall, subject to any laws or regulations applicable thereto, pay to the Borrowers after such benefit is effectively received by the relevant Bank or the Agent or the Security Trustee, as the case may be, such amounts (which shall be conclusively certified by the Agent) as shall ensure that the net amount actually retained by the relevant Bank or the Agent or the Security Trustee, as the case may be, is equal to the amount which would have been retained if there had been no such deduction provided that such indemnity does not entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) nothing in this Clause shall prevent the Finance Party has the right to claim such amount under the indemnity and Banks from arranging their respective tax affairs in whichever manner they deem suitable, (ii) the officers declaration by any Bank of such Finance Party involved in the administration of a rebate shall be conclusive and binding and (iii) no Bank shall be required to disclose its participation in the Facilities are aware of the circumstances giving rise tax affairs to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) Borrowers. The Obligor shall Borrowers must promptly deliver to the Facility Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholdingwithholding as aforesaid.

Grossing-up for taxes. (a) If at any time an Obligor is required by law to the Guarantor must make any deduction or withholding in respect of Taxes (other than a FATCA Deduction) or deduction in respect of any duty, assessment or other charge or otherwise from any payment due under this Guarantee for the account of any Bank or if the Security Trustee must make any deduction or withholding from a payment to another Bank or withholding in respect of Taxes from any payment due under any of the Senior Finance Documents for the account of any Finance Party (or if the Facility Agent, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party)this Guarantee, the sum due from the Obligor Guarantor in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), must be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party the relevant Bank receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) ), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor shall made and the Guarantor must indemnify each Finance Party Bank against any losses or costs incurred by any of them it by reason of any failure of the Obligor Guarantor to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. Provided however that if any Bank or the Security Trustee shall be or become entitled to any Tax credit or relief in respect of any Tax which is deducted from any payment by the Guarantor and it actually receives a benefit from such Tax credit or relief in its country of domicile, incorporation or residence, the relevant Bank or the Security Trustee, as the case may be, shall, subject to any laws or regulations applicable thereto, pay to the Guarantor after such benefit is effectively received by the relevant Bank or the Security Trustee, as the case may be, such amounts (provided which shall be conclusively certified by the Security Trustee) as shall ensure that such indemnity does not entitle any Finance Party the net amount actually retained by the relevant Bank or the Security Trustee, as the case may be, is equal to receive any the amount which has not would have been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim retained if there had been no such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) deduction. The Obligor shall Guarantor must promptly deliver to the Facility Agent Security Trustee any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholdingwithholding as aforesaid.

Grossing-up for taxes. (a) If at any time an Obligor the Guarantor is required by law to make any deduction or withholding in respect of Taxes from any payment due under any of the Senior Finance Documents this Guarantee for the account of any Finance Party Creditor (or if the Facility Agent, or as the case may be, the Security Agent Trustee is required to make any such deduction or withholding from a payment to a Finance PartyCreditor), the sum due from the Obligor Guarantor in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party Creditor receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor made and the Guarantor shall jointly and severally indemnify each Finance Party Creditor against any losses or costs incurred by any of them by reason of any failure of the Obligor Guarantor to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment (provided that such indemnity does not entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) payment. The Obligor Guarantor shall promptly deliver to the Facility Agent Security Trustee any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid. If, following any such deduction or withholdingwithholding as is referred to in clause 3.2 from any payment by the Borrowers (or any of them), any Creditor shall receive or be granted a credit against or remission for any Taxes payable by it, the relevant Creditor shall, subject to the Borrowers (or any of them) having made any increased payment in accordance with clause 3.2 and to the relevant Creditor can do so without prejudicing the retention of the amount of such credit or remission and without prejudice to the relevant Creditor to obtain any other relief or allowance which may be available to it, reimburse the Borrowers (or any of them) with such amounts as the relevant Creditor shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the relevant Creditor (after such reimbursement) in no worse position that it would have been in had there been no such deduction or withholding from the payment by the Borrowers (or any of them) as aforesaid. Such reimbursement shall be made forthwith upon the relevant Creditor certifying that the amount of such credit or remission has been received by it. Nothing contained in this Agreement shall oblige relevant Creditor to rearrange its tax affairs or to disclose any information regarding its tax affairs and computations. Without prejudice to the generality of the foregoing, the Borrowers (or any of them) shall not, by virtue of this clause 3.3, be entitled to enquire about any Creditor’s (as the case may be) tax affairs. The Guarantor represents and warrants that: the Guarantor and its Subsidiaries are duly incorporated and validly existing under the laws of the respective countries of their incorporation as limited liability companies and have power to carry on their respective businesses as they are now being conducted and to own their respective property and other assets; the Guarantor has power to execute, deliver and perform its obligations under this Guarantee; all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same and no limitation on the powers of the Guarantor to borrow or give guarantees will be exceeded as a result of this Guarantee; this Guarantee constitutes valid and legally binding obligations of the Guarantor enforceable in accordance with its terms; the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, this Guarantee by the Guarantor will not (a) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which the Guarantor is subject, (b) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which the Guarantor is a party or is subject or by which it or any of its property is bound, (c) contravene or conflict with any provision of the Guarantor’s Articles of Incorporation/By-laws/Statutes or other constitutional documents or (d) result in the creation or imposition of or oblige the Guarantor or any of its Subsidiaries to create any Encumbrance on that Guarantor's or its Subsidiaries’ undertakings, assets, rights or revenues; no litigation, arbitration or administrative proceeding is taking place, pending or, to the knowledge of the officers of the Guarantor, threatened against the Guarantor or any of its Subsidiaries which could have a material adverse effect on the business, assets or financial condition of the Guarantor or any of its Subsidiaries; the audited financial statements of the Guarantor, the audited consolidated financial statements of the Guarantor and its Subsidiaries in respect of the financial year ended on 31 December 2006 and the Form 10-Q reports of the Guarantor as delivered to the Security Trustee have been prepared in accordance with generally accepted international accounting principles and practices which have been consistently applied and present fairly and accurately the financial position of the Guarantor and the consolidated financial position of the Guarantor and its Subsidiaries as at such date and the results of the operations of the Guarantor and the consolidated results of the operations of the Guarantor and its Subsidiaries respectively for the financial year or, in the case of the Form 10-Q reports, the financial quarter to which they relate ended on such date and, as at such date, neither the Guarantor nor any of its Subsidiaries had any significant liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements; it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Guarantee that it or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to this Guarantee and this Guarantee is in proper form for its enforcement in the courts of each Relevant Jurisdiction; the choice by the Guarantor of English law to govern this Guarantee and the submission by the Guarantor to the non-exclusive jurisdiction of the English courts is valid and binding; neither the Guarantor nor any of its assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement); and every consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by of the Guarantor to authorise, or required by the Guarantor in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of this Guarantee or the performance by the Guarantor of its obligations under this Guarantee has been obtained or made and is in full force and effect and there has been no default in the observance of the conditions or restrictions (if any) imposed in, or in connection with, any of the same. The Guarantor further represents and warrants that: there has been no material adverse change in the financial position of the Guarantor or the consolidated financial position of the Guarantor and its Subsidiaries from that described to the Guarantor in the negotiations of this Guarantee or set forth in the financial statements referred to in clause 0; the obligations of the Guarantor under this Guarantee are direct, general and unconditional obligations of the Guarantor and rank at least pari passu with all other present and future unsecured and unsubordinated Indebtedness of the Guarantor with the exception of any obligations which are mandatorily preferred by law and not by contract; neither the Guarantor nor any of its Subsidiaries are (nor would with the giving of notice or lapse of time or the satisfaction of any other condition or any combination thereof be) in breach of or in default under any agreement relating to Indebtedness to which it is a party or by which it may be bound; the information, exhibits and reports furnished by the Guarantor to the Security Trustee and the other Creditors in connection with the negotiation and preparation of this Guarantee or the other Security Documents to which such Guarantor, is, or is to be, a party are true and accurate in all material respects and not misleading, do not omit material facts and all reasonable enquiries have been made to verify the facts and statements contained therein; there are no other facts the omission of which would make any fact or statement therein misleading; no Taxes are imposed by withholding or otherwise on any payment to be made by the Guarantor under this Guarantee or under the Security Documents to which, the Guarantor is, or is to be, a party or are imposed on or by virtue of the execution or delivery by the Guarantor of this Guarantee or under the Security Documents to which, the Guarantor is, or is to be, a party or any document or instrument to be executed or delivered under this Guarantee or any document or instrument to be executed or delivered thereunder; and no Default has occurred. On and as of each day from the date of this Guarantee until all moneys due or owing by the Borrowers under the Facility Agreement, the Master Swap Agreement and/or the other Security Documents and/or by the Guarantor under this Guarantee have been paid in full the Guarantor shall be deemed to repeat the representations and warranties in clause 0 (and so that for this purpose the representation and warranty in clause 0 shall refer to the then latest audited financial statements delivered to the Creditors under clause 0) as if made with reference to the facts and circumstances existing on each such day.

Grossing-up for taxes. (a) by the Borrowers If at any time an Obligor is required by law to the Borrowers must make any deduction or withholding in respect of Taxes or deduction in respect of any royalty payment, duty, assessment or other charge or otherwise from any payment due under any of the Security Documents for the account of any Bank or if the Agent or the Security Trustee must make any deduction or withholding from a payment to another Bank or withholding in respect of Taxes from any payment due under any of the Senior Finance Documents for the account of any Finance Party (or if the Facility Agent, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party)Documents, the sum due from the Obligor Borrowers in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), must be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party the relevant Bank receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) ), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor shall made and the Borrowers must indemnify each Finance Party Bank against any losses or costs incurred by any of them it by reason of any failure of the Obligor Borrowers to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment Provided however that if any Bank or the Agent or the Security Trustee shall be or become entitled to any Tax credit or relief in respect of any Tax which is deducted from any payment by the Borrowers and it actually receives a benefit from such Tax credit or relief in its country of domicile, incorporation or residence, the relevant Bank or the Agent or the Security Trustee, as the case may be, shall, subject to any laws or regulations applicable thereto, pay to the Borrowers after such benefit is effectively received by the relevant Bank or the Agent or the Security Trustee, as the case may be, such amounts (which shall be conclusively certified by the Agent) as shall ensure that the net amount actually retained by the relevant Bank or the Agent or the Security Trustee, as the case may be, is equal to the amount which would have been retained if there had been no such deduction provided that such indemnity does not entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) nothing in this Clause shall prevent the Finance Party has the right to claim such amount under the indemnity and Banks from arranging their respective tax affairs in whichever manner they deem suitable, (ii) the officers declaration by any Bank of such Finance Party involved in the administration of a rebate shall be conclusive and binding and (iii) no Bank shall be required to disclose its participation in the Facilities are aware of the circumstances giving rise tax affairs to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) Borrowers. The Obligor shall Borrowers must promptly deliver to the Facility Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholdingwithholding as aforesaid.

Grossing-up for taxes. (a) 8.5.1 If at any time an Obligor the Borrower is required by law to make any deduction or withholding in respect of Taxes from any payment due under any of this Agreement and/or the Senior Finance Facility Documents for the account of any Finance Party Beneficiary (or if the Facility Agent, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party), another Beneficiary) the sum due from the Obligor Borrower in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party Beneficiary receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor made and the Borrower shall indemnify each Finance Party Beneficiary against any losses or costs incurred by any of them by reason of any failure of the Obligor Borrower to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment (provided that such indemnity does not entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) payment. The Obligor Borrower shall promptly deliver to the Facility Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholding. 8.5.2 The Borrower shall not be required to make any increased payment under this clause 8.5 if the requirement to make such payment arises solely as a consequence of: (a) the breach by any Beneficiary of its express obligations under this Agreement or any of the Facility Documents; or (b) any assignment or transfer by any Beneficiary of its rights under this Agreement or any Facility Document, or a change in its Facility Office other than an assignment, transfer or change: (i) permitted or required by this Agreement (subject always to clause 15.8 (Facility Offices)) or the relevant Facility Document; (ii) effected in order to reduce or mitigate any requirement to make any increased payment where such assignment, transfer or change is made with the agreement of the Borrower (provided however that if the Borrower withholds its consent to such proposed assignment, transfer or change, the Borrower shall be obliged to make the applicable deduction or withholding or other increased payment or to prepay the Loan advanced in accordance with clauses 6.2 and 6.3 above); or (iii) following any request by any member of the Group. 8.5.3 If any Beneficiary determines in its absolute discretion acting in good faith that it has received, realised, utilised and retained a Tax benefit by reason of any deduction or withholding in respect of which the Borrower has made an increased payment under this clause 8.5 that Beneficiary shall, provided always that the applicable Beneficiary has received all amounts which are then due and payable by the Borrower and/or any other Security Party under any of the provisions of the Facility Documents, pay to the Borrower (to the extent that the applicable Beneficiary can do so without prejudicing the amount of that benefit and the right of that Beneficiary to obtain any other benefit, relief or allowance which may be available to it) such amount, if any, as that Beneficiary shall determine in its absolute discretion (acting in good faith) will leave that Beneficiary in no better and no worse position than that Beneficiary would have been in if the deduction or withholding had not been required and that it retains no benefit as a result of the benefit of such deduction (such payment to be made on or prior to the date falling three (3) Banking Days after the date of such determination), PROVIDED THAT: (a) the applicable Beneficiary shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax benefit; (b) the applicable Beneficiary shall provide reasonable details of the basis of such determination but shall not be obliged to disclose any information regarding its business, Tax affairs or Tax computations which that Beneficiary considers to be confidential; (c) if the applicable Beneficiary has made a payment to the Borrower pursuant to this clause 8.5.3 on account of any Tax benefit and it subsequently transpires that that Beneficiary did not receive that Tax benefit, or received a lesser Tax benefit, the Borrower shall pay on demand to that Beneficiary such sum as that Beneficiary may determine as being necessary to restore the after-Tax position of that Beneficiary to that which it would have been had no adjustment under this proviso (c) been necessary; and (d) the applicable Beneficiary shall not be obliged to make any payment under this clause 8.5.3 if, by doing so, it would contravene the terms of any applicable law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Grossing-up for taxes. (a) by the Borrower If at any time an Obligor is required by law to the Borrower must make any deduction or withholding in respect of Taxes (other than a FATCA Deduction) or deduction in respect of any royalty payment, duty, assessment or other charge or otherwise from any payment due under any of the Security Documents for the account of any Bank or if the Agent or the Security Trustee must make any deduction or withholding from a payment to another Bank or withholding in respect of Taxes from any payment due under any of the Senior Finance Documents for the account of any Finance Party (or if the Facility Agent, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party)Documents, the sum due from the Obligor Borrower in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), must be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party the relevant Bank receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) ), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (b) Such Obligor shall made and the Borrower must indemnify each Finance Party Bank against any losses or costs incurred by any of them it by reason of any failure of the Obligor Borrower to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. Provided however that if any Bank or the Agent or the Security Trustee shall be or become entitled to any Tax credit or relief in respect of any Tax which is deducted from any payment by the Borrower and it actually receives a benefit from such Tax credit or relief in its country of domicile, incorporation or residence, the relevant Bank or the Agent or the Security Trustee, as the case may be, shall, subject to any laws or regulations applicable thereto, pay to the Borrower after such benefit is effectively received by the relevant Bank or the Agent or the Security Trustee, as the case may be, such amounts (provided which shall be conclusively certified by the Agent) as shall ensure that such indemnity does not entitle any Finance Party the net amount actually retained by the relevant Bank or the Agent or the Security Trustee, as the case may be, is equal to receive any the amount which has not would have been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim retained if there had been no such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount). (c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. (d) deduction. The Obligor shall Borrower must promptly deliver to the Facility Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholdingwithholding as aforesaid.