Exception to the gross-up Clause Samples

Exception to the gross-up. The Company is not required to pay an additional amount for the account of a Lender under Clause 12.1 (Gross-up): (i) to the extent that the obligation to pay the additional amount would not have arisen but for the failure by that Lender to provide (within a reasonable period after being requested to do so by the Company or the Facility Agent and at the cost of the Company) any form, certificate or other documentation: (A) the provision of which would have relieved (in whole or in part) the Company from the relevant withholding obligation; and (B) which it is fully within the power of the Lender to provide; (ii) if that Lender has not complied with its obligations under Clause 12.5(a) (Tax confirmation) for a period of 90 days from the date that Lender became aware that it could not give the confirmation referred to in Clause 12.5(a) (Tax confirmation); or (iii) the confirmation provided by that Lender under Clause 12.5(a) (Tax confirmation) is incorrect when made.