Common use of Determination of the Gross-Up Payment Clause in Contracts

Determination of the Gross-Up Payment. Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by MF Global and reasonably acceptable to you (the “Accounting Firm”) which shall provide detailed supporting calculations both to MF Global and you within 15 business days of the receipt of notice from you that there has been a Payment with respect to which you in good faith believe a Gross-Up Payment may be due under this Section 9, or such earlier time as is requested by MF Global. All fees and expenses of the Accounting Firm shall be borne solely by MF Global. Any determination by the Accounting Firm shall be binding upon MF Global and you. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by MF Global should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that MF Global exhausts its remedies pursuant to Section 9(c) and you thereafter are required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by MF Global to or for your benefit. The previous sentence shall apply mutatis mutandis to any overpayment of a Gross-Up Payment.

Determination of the Gross-Up Payment. Subject to the provisions of Section 9(c)9, all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by MF Global and reasonably acceptable to you (the “Accounting Firm”) which shall provide detailed supporting calculations both to MF Global and you within 15 business days of the receipt of notice from you that there has been a Payment with respect to which you in good faith believe a Gross-Up Payment may be due under this Section 9, or such earlier time as is requested by MF Global. All fees and expenses of the Accounting Firm shall be borne solely by MF Global. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by MF Global to you within 5 days of the later of (1) the due date for the payment of any Excise Tax, and (2) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon MF Global and you. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by MF Global should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that MF Global exhausts its remedies pursuant to Section 9(c) and you thereafter are required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by MF Global to or for your benefit. The previous sentence shall apply mutatis mutandis to any overpayment of a Gross-Up Payment.

Determination of the Gross-Up Payment. Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by MF Global and reasonably acceptable to you (the “"Accounting Firm”") which shall provide detailed supporting calculations both to MF Global and you within 15 business days of the receipt of notice from you that there has been a Payment with respect to which you in good faith believe a Gross-Up Payment may be due under this Section 9, or such earlier time as is requested by MF Global. All fees and expenses of the Accounting Firm shall be borne solely by MF Global. Any determination by the Accounting Firm shall be binding upon MF Global and you. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by MF Global should have been made (the “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event that MF Global exhausts its remedies pursuant to Section 9(c) and you thereafter are required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by MF Global to or for your benefit. The previous sentence shall apply mutatis mutandis to any overpayment of a Gross-Up Payment.