Common use of Withholding Gross-Up Clause in Contracts

Withholding Gross-Up. All payments to be made by or for the account of the Sponsors (or either of them) hereunder shall be made without set-off or counterclaim and free and clear of and without deduction for or on account of any present or future Taxes of any nature whatsoever imposed by or in any country ("APPLICABLE TAX") unless the Sponsors (or either of them) are/is compelled by law to make payment to, or for the account of, the Borrower and/or the Security Agent subject to such Applicable Tax. In any such case the Sponsors (or, as the case may be, the relevant Sponsor) shall promptly pay such Applicable Tax, and the amount of the relevant payment by the Sponsors (or, as the case may be, the relevant Sponsor) hereunder shall be increased to the extent necessary to ensure that the Borrower and/or the Security Agent actually receives an amount, free and clear of and after deduction for all such Applicable Tax, equal to the full amount which would have been received if no such withholding or deduction had been made. The Sponsors (or, as the case may be, the relevant Sponsor) shall pay and indemnify and keep indemnified the Borrower and/or the Security Agent against all such Applicable Tax. The Sponsors (or, as the case may be, the relevant Sponsor) shall promptly deliver to the Facility Agent copies of official receipts for Taxes evidencing payment of any such Applicable Tax imposed as aforesaid. The obligations of the Sponsors (or, as the case may be, the relevant Sponsor) under this Clause 13 shall survive the Security Period.

Withholding Gross-Up. All payments to be made by or for the account of the Sponsors (Borrower hereunder or either of them) hereunder under any other Security Document shall be made without set-off or counterclaim and free and clear of and without deduction for or on account of any present or future Taxes of any nature whatsoever imposed by or in any country ("APPLICABLE TAX") unless (i) the Sponsors (or either of them) are/Borrower is compelled by law to make payment to, to or for the account of, the Borrower and/or the Security of either Agent or any Lender subject to such Applicable Tax. In , or (ii) the Security Agent or the Facility Agent is compelled by law to make payment for or for the account of any Lender subject to such Applicable Tax in any such case the Sponsors (or, as the case may be, the relevant Sponsor) Borrower shall promptly pay such Applicable Tax, Tax and the amount of the relevant payment by the Sponsors Borrower hereunder or (or, as the case may be, ) under the relevant Sponsor) hereunder other Security Document shall be increased to the extent necessary to ensure that the Borrower and/or relevant Agent or (as the Security Agent case may be) the relevant Lender actually receives an amount, free and clear of and after deduction for all such Applicable Tax, equal to the full amount which would have been received if no such withholding or deduction had been made. The Sponsors (or, as the case may be, the relevant Sponsor) Borrower shall pay and indemnify and keep indemnified the Borrower and/or Agents and each of the Security Agent Lenders against all such Applicable Tax. The Sponsors (or, as the case may be, the relevant Sponsor) Borrower shall promptly deliver to the Facility Agent copies of official Tax receipts for Taxes evidencing payment of any such Applicable Tax imposed as aforesaid. The obligations of the Sponsors (or, as the case may be, the relevant Sponsor) Borrower under this Clause 13 9.3 shall survive the repayment of the Loan and the payment of all other sums payable hereunder and under the other Security PeriodDocuments.