Common use of Grossing-up of Payments Clause in Contracts

Grossing-up of Payments. If any Credit Party or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline to make any deduction or withholding (which deduction or withholding would constitute an Indemnified Tax) from any amount required to be paid by any Credit Party to or on behalf of an Indemnified Tax Person under any Loan Document, then (i) such Credit Party shall pay such Indemnified Tax before the date on which penalties attach thereto, such payment to be made for its own account (if the liability to pay is imposed on such Credit Party) or on behalf of and in the name of such Indemnified Tax Person (if the liability is imposed on such Indemnified Tax Person), and (ii) the sum payable to such Indemnified Tax Person shall be increased as may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Indemnified Tax Person receives an amount equal to the sum it would have received had no such deductions or withholdings been made; provided, however, that no such additional amount shall be payable if any such Taxes are required to be paid by reason only of the payees having some connection with a Canadian taxing jurisdiction, other than the receipt of the payments to be made under this Agreement and the holding and disposition of the Term Notes issued pursuant to this Agreement. Notwithstanding the foregoing, as to the Parent Facility only, no additional amount shall be required to be paid to any Indemnified Tax Person under clause (ii) of the preceding sentence except to the extent that the requirement to deduct or withhold or the amount thereof is attributable to (i) the introduction after the Effective Date of any law, rule or regulation requiring any Person to withhold or deduct any amount from any payment under the Loan Documents in respect of an Indemnified Tax or (ii) any increase after the Effective Date in the rate of any such withholding or deduction.

Grossing-up of Payments. If any Credit Party the Borrower or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline to make any deduction or withholding (which deduction or withholding would constitute an Indemnified Tax) from any amount required to be paid by any Credit Party the Borrower to or on behalf of an Indemnified Tax Person under any Loan Document, then Document (i) such Credit Party the Borrower shall pay such Indemnified Tax before the date on which penalties attach thereto, such payment to be made for its own account (if the liability to pay is imposed on such Credit Partythe Borrower) or on behalf of and in the name of such Indemnified Tax Person (if the liability is imposed on such Indemnified Tax Person), and (ii) the sum payable to such Indemnified Tax Person shall be increased as may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Indemnified Tax Person receives an amount equal to the sum it would have received had no such deductions or withholdings been made; provided, however, that no such additional amount shall be payable if any such Taxes are required to be paid by reason only of the payees having some connection with a Canadian taxing jurisdiction, other than the receipt of the payments to be made under this Agreement and the holding and disposition of the Term Notes issued pursuant to this Agreement. Notwithstanding the foregoing, as to the Parent Facility only, no additional amount shall be required to be paid to any Indemnified Tax Person under clause (ii) of the preceding sentence except to the extent that the requirement to deduct or withhold or the amount thereof is attributable to (i) the introduction after the Effective Date of any law, rule or regulation requiring any Person to withhold or deduct any amount from any payment under the Loan Documents in respect of an Indemnified Tax or (ii) any increase after the Effective Date in the rate of any such withholding or deduction.

Grossing-up of Payments. If any Credit Party the Borrower or any other Person Credit Party is required by any law, rule, regulation, order, directive, treaty or guideline law to make any deduction or withholding (which deduction or withholding would constitute an Indemnified Tax) on account of any such Tax from any amount required to be sum paid or payable by any the Borrower or such Credit Party to the Administrative Agent or on behalf of an Indemnified Tax Person any Lender under any of the Loan Document, then Documents: (i) The Borrower shall notify the Administrative Agent and such Credit Party Lender of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) The Borrower shall pay any such Indemnified Tax before the date on which penalties attach theretoin accordance with applicable law, such payment to be made for its own account (if the liability to pay is imposed on the Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Credit PartyLender, as the case may be) or on behalf of and in the name of the Administrative Agent or such Indemnified Tax Person Lender; (if the liability is imposed on such Indemnified Tax Person), and (iiiii) the sum payable by the Borrower to such Indemnified Tax Person the Administrative Agent or a Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Indemnified Tax Person be, receives an amount on the due date therefor a sum equal to the sum what it would have received had no such deductions deduction, withholding or withholdings payment been required or made; providedand (iv) the Borrower shall at the request of the Lender or the Administrative Agent in respect of which such Tax was imposed deliver to the Administrative Agent the original or certified copy of a receipt or other satisfactory document evidencing payment thereof and the applicable Lender evidence satisfactory to the other affected parties of such deduction, however, withholding or payment and of the remittance thereof to the relevant Governmental Authority; provided that no such additional amount shall be payable if any such Taxes are required to be paid by reason only of the payees having some connection with a Canadian taxing jurisdiction, other than the receipt of the payments to be made under this Agreement and the holding and disposition of the Term Notes issued pursuant to this Agreement. Notwithstanding the foregoing, as to the Parent Facility only, no additional amount shall be required to be paid to any Indemnified Tax Person Lender under clause (iiiii) of the preceding sentence above except to the extent that the requirement to deduct or withhold or the amount thereof is attributable to (i) the introduction any change after the Effective Date date hereof (in the case of any law, rule each Lender listed on the signature pages hereof) or regulation requiring any Person to withhold or deduct any amount from any payment under the Loan Documents in respect of an Indemnified Tax or (ii) any increase after the Effective Date in date of the rate of any Assignment and Acceptance Agreement pursuant to which such withholding or deduction.Lender became a Lender 22

Grossing-up of Payments. If any Credit Party Company or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline ----------------------- law to make any deduction or withholding (which deduction or withholding would constitute an Indemnified Tax) on account of any such Tax from any amount required sum paid or payable by Company to be paid by Administrative Agent or any Credit Party to or on behalf of an Indemnified Tax Person Lender under any of the Loan Document, then Documents: (ia) Company shall notify Administrative Agent of any such Credit Party requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Indemnified Tax before the date on which penalties attach thereto, such payment to be made for its own account (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Credit PartyLender, as the case may be) or on behalf of and in the name of Administrative Agent or such Indemnified Tax Person Lender; (if the liability is imposed on such Indemnified Tax Person), and (iic) the sum payable to such Indemnified Tax Person by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Indemnified Tax Person be, receives an amount on the due date a net sum equal to the sum what it would have received had no such deductions deduction, withholding or withholdings payment been required or made; providedand (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, howeverand within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be payable if any such Taxes are required to be paid by reason only of the payees having some connection with a Canadian taxing jurisdiction, other than the receipt of the payments to be made under this Agreement and the holding and disposition of the Term Notes issued pursuant to this Agreement. Notwithstanding the foregoing, as to the Parent Facility only, no additional amount shall be required to be paid to any Indemnified Tax Person -------- Lender under clause (iic) of the preceding sentence above except to the extent that the requirement to deduct or withhold or the amount thereof is attributable to (i) the introduction any change after the Effective Date ---- date hereof (in the case of any law, rule each Lender listed on the signature pages hereof) or regulation requiring any Person to withhold or deduct any amount from any payment under the Loan Documents in respect of an Indemnified Tax or (ii) any increase --- after the Effective Date date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of any such deduction, withholding or deduction.payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender. (iii)

Grossing-up of Payments. If any Credit Party Borrower or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline law to make any deduction or withholding (which deduction or withholding would constitute an Indemnified Tax) on account of any such Tax from any amount required sum paid or payable by such Borrower to be paid by the Administrative Agent or any Credit Party to or on behalf of an Indemnified Tax Person Lender under any of the Loan Document, then (i) Documents: Borrowers shall notify the Administrative Agent of any such Credit Party requirement or any change in any such requirement promptly after Borrowers become aware of it; Borrowers shall pay any such Indemnified Tax before the date on which penalties attach thereto, such payment to be made for its own account (if the liability to pay is imposed on Borrowers) for their own account or (if that liability is imposed on the Administrative Agent or such Credit PartyLender, as the case may be) or on behalf of and in the name of the Administrative Agent or such Indemnified Tax Person (if the liability is imposed on such Indemnified Tax Person), and (ii) Lender; the sum payable to such Indemnified Tax Person by Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Indemnified Tax Person be, receives an amount on the due date a net sum equal to the sum what it would have received had no such deductions deduction, withholding or withholdings payment been required or made; providedand within 30 days after paying any sum from which it is required by law to make any deduction or withholding, howeverand within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, applicable Borrower shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be payable if any such Taxes are required to be paid by reason only of the payees having some connection with a Canadian taxing jurisdiction, other than the receipt of the payments to be made under this Agreement and the holding and disposition of the Term Notes issued pursuant to this Agreement. Notwithstanding the foregoing, as to the Parent Facility only, no additional amount shall be required to be paid to any Indemnified Tax Person Lender under clause (iic) of the preceding sentence above except to the extent that the requirement to deduct or withhold or the amount thereof is attributable to (i) the introduction any change after the Effective Date date hereof (in the case of any law, rule each Lender listed on the signature pages hereof) or regulation requiring any Person to withhold or deduct any amount from any payment under the Loan Documents in respect of an Indemnified Tax or (ii) any increase after the Effective Date date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of any such deduction, withholding or deductionpayment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If any Credit Party Obligor or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline to make any deduction or withholding (which deduction or withholding would constitute an Indemnified Tax) from any amount required to be paid by any Credit Party Obligor to or on behalf of an Indemnified Tax Person under any Loan Document, then (i) such Credit Party Obligor shall pay such Indemnified Tax before the date on which penalties attach thereto, such payment to be made for its own account (if the liability to pay is imposed on such Credit PartyObligor) or on behalf of and in the name of such Indemnified Tax Person (if the liability is imposed on such Indemnified Tax Person), and (ii) the sum payable to such Indemnified Tax Person shall be increased as may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Indemnified Tax Person receives an amount equal to the sum it would have received had no such deductions or withholdings been made; provided, however, that no such additional amount shall be payable if any such Taxes are required to be paid by reason only of the payees having some connection with a Canadian taxing jurisdiction, other than the receipt of the payments to be made under this Agreement and the holding and disposition of the Term Notes issued pursuant to this Agreement. Notwithstanding the foregoing, as to the Parent Facility only, no additional amount shall be required to be paid to any Indemnified Tax Person under clause (ii) of the preceding sentence except to the extent that the requirement to deduct or withhold or the amount thereof is attributable to (i) the introduction after the Effective Date of any law, rule or regulation requiring any Person to withhold or deduct any amount from any payment under the Loan Documents in respect of an Indemnified Tax or (ii) any increase after the Effective Date in the rate of any such withholding or deduction.

Grossing-up of Payments. If any Credit Party the Borrower or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline to make any deduction or withholding (which deduction or withholding would constitute an Indemnified Tax) from any amount required to be paid by any Credit Party the Borrower to or on behalf of an Indemnified Tax Person under any Loan Document, then Document (i) such Credit Party the Borrower shall pay such Indemnified Tax before the date on which penalties attach thereto, such payment to be made for its own account (if the liability to pay is imposed on such Credit Partythe Borrower) or on behalf of and in the name of such Indemnified Tax Person (if the liability is imposed on such Indemnified Tax Person), and (ii) the sum payable to such Indemnified Tax Person shall be increased as may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Indemnified Tax Person receives an amount equal to the sum it would have received had no such deductions or withholdings been made; provided, however, that no such additional amount shall be payable if any such Taxes are required to be paid by reason only of the payees having some connection with a Canadian taxing jurisdiction, other than the receipt of the payments to be made under this Agreement and the holding and disposition of the Term Notes issued pursuant to this Agreement. Notwithstanding the foregoing, as to the Parent Facility only, no additional amount shall be required to be paid to any Indemnified Tax Person under clause (ii) of the preceding sentence except to the extent that the requirement to deduct or withhold or the amount thereof is attributable to (i) the introduction after the Effective Relevant Date of any law, rule or regulation requiring any Person to withhold or deduct any amount from any payment under the Loan Documents in respect of an Indemnified Tax or (ii) any increase after the Effective Relevant Date in the rate of any such withholding or deduction.

Grossing-up of Payments. If any Credit Party Obligor or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline law to make any deduction or withholding (which deduction or withholding would constitute an Indemnified Tax) on account of any tax resulting from any amount required sum paid or payable by such Obligor to be paid by the Administrative Agent or any Credit Syndication Party to or on behalf of an Indemnified Tax Person under any of the Loan Document, then Documents: (ia) such Credit Party Obligor shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as such Obligor becomes aware of it; (b) such Obligor shall pay any such Indemnified Tax before the date on which penalties attach theretotax when such tax is due, such payment to be made for its own account (if the liability to pay is imposed on an Obligor) for its own account or (if that liability is imposed on the Administrative Agent or such Credit Syndication Party, as the case may be) or on behalf of and in the name of the Administrative Agent or such Indemnified Tax Person Syndication Party; (if the liability is imposed on such Indemnified Tax Person), and (iic) the sum payable to by such Indemnified Tax Person Obligor in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Syndication Party, as the case may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Indemnified Tax Person be, receives an amount on the due date a net sum equal to the sum what it would have received had no such deductions deduction, withholding or withholdings payment been required or made; providedand (d) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, howeverand within thirty (30) days after the due date of payment of any tax which it is required by clause (b) above to pay, Obligor shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be payable if any such Taxes are required to be paid by reason only of the payees having some connection with a Canadian taxing jurisdiction, other than the receipt of the payments to be made under this Agreement and the holding and disposition of the Term Notes issued pursuant to this Agreement. Notwithstanding the foregoing, as to the Parent Facility only, no additional amount shall be required to be paid to any Indemnified Tax Person Syndication Party under clause (iic) of the preceding sentence above except to the extent that the requirement to deduct or withhold or the amount thereof is attributable to (i) the introduction any change after the Effective Date of date on which such Syndication Party became a Syndication Party in any lawsuch requirement for a deduction, rule withholding or regulation requiring any Person to withhold or deduct any amount from any payment under the Loan Documents as is mentioned therein shall result in respect of an Indemnified Tax or (ii) any increase after the Effective Date in the rate of any such 26 deduction, withholding or deduction.payment from that in effect at the date on which such Syndication Party became a Syndication Party, in respect of payments to such Syndication Party. 6.5

Grossing-up of Payments. If any Credit Party Company or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline law to make any deduction or withholding (which deduction or withholding would constitute an Indemnified Tax) on account of any such Tax from any amount required sum paid or payable by Company to be paid by Administrative Agent or any Credit Party to or on behalf of an Indemnified Tax Person Lender under any of the Loan Document, then (i) Documents: o Company shall notify Administrative Agent of any such Credit Party requirement or any change in any such requirement as soon as Company becomes aware of it; o Company shall pay any such Indemnified Tax before the date on which penalties attach thereto, such payment to be made for its own account (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Credit PartyLender, as the case may be) or on behalf of and in the name of Administrative Agent or such Indemnified Tax Person (if the liability is imposed on such Indemnified Tax Person), and (ii) Lender; o the sum payable to such Indemnified Tax Person by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Indemnified Tax Person be, receives an amount on the due date a net sum equal to the sum what it would have received had no such deductions deduction, withholding or withholdings payment been required or made; providedand o within 30 days after paying any sum from which it is required by law to make any deduction or withholding, howeverand within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; PROVIDED that no such additional amount shall be payable if any such Taxes are required to be paid by reason only of the payees having some connection with a Canadian taxing jurisdiction, other than the receipt of the payments to be made under this Agreement and the holding and disposition of the Term Notes issued pursuant to this Agreement. Notwithstanding the foregoing, as to the Parent Facility only, no additional amount shall be required to be paid to any Indemnified Tax Person Lender under clause (iic) of the preceding sentence above except to the extent that the requirement to deduct or withhold or the amount thereof is attributable to (i) the introduction any change after the Effective Date date hereof (in the case of any law, rule each Lender listed on the signature pages hereof) or regulation requiring any Person to withhold or deduct any amount from any payment under the Loan Documents in respect of an Indemnified Tax or (ii) any increase after the Effective Date date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) affecting any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of any such deduction, withholding or deductionpayment from that in effect at the date of this Agreement or at the date of such Assignment Agreement (or with respect to a Person which becomes a Lender after the date hereof or increases its Commitment hereunder after the date hereof, the date such Person becomes a Lender or increases its Commitment, as the case may be), as the case may be, in respect of payments to such Lender.