Payments and Taxes Accounts and Calculations. 6.1 No set-off or counterclaim; distribution to the Lenders 6.1. 16The Borrower acknowledges that in performing their obligations under this Agreement, the Lenders will be incurring liabilities to third parties in relation to the funding of amounts to the Borrower, such liabilities matching the liabilities of the Borrower to the Lenders and that it is reasonable for the Lenders to be entitled to receive payments from the Borrower gross on the due date in order that the Lenders are put in a position to perform their matching obligations to the relevant third parties. Accordingly all payments to be made by the Borrower under any of the Security Documents shall, subject to the provisions of the Proceeds Deeds, be made in full, without any set-off or counterclaim whatsoever and, subject as provided in clause 6.7 (Grossing-up for Taxes), free and clear of any deductions or withholdings, in Dollars (except for costs, charges or expenses which shall, at the request of the Facility Agent, be payable in the currency in which they are incurred) on the due date to the account of the Facility Agent at such Lender as the Facility Agent may from time to time specify for this purpose. 6.1. 17Save where this Agreement specifically provides for a payment to be made for the account of a particular Lender (including, without limitation, clauses 3.1 (Normal interest rate), 4.6 (Additional voluntary prepayment), 5.2 (Expenses), 6.7 (Grossing-up for Taxes), 11 (Indemnities), 12.1 (Unlawfulness) and 12.2 (Increased Costs)) in which case the Facility Agent shall distribute the relevant payment to the Lender concerned, payments to be made by the Borrower under this Agreement shall be for the account of all the Lenders and the Facility Agent shall forthwith distribute such payments in like funds as are received by the Facility Agent to the Lenders rateably in accordance with their Commitments or Contributions, as the case may be.
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Sources: Facilities Agreement
Payments and Taxes Accounts and Calculations. 6.1 No set-off or counterclaim; distribution to the Lenders
6.1. 16The Borrower acknowledges that in performing their obligations under this Agreement, the Lenders will be incurring liabilities to third parties in relation to the funding of amounts to the Borrower, such liabilities matching the liabilities of the Borrower to the Lenders and that it is reasonable for the Lenders to be entitled to receive payments from the Borrower gross on the due date in order that the Lenders are put in a position to perform their matching obligations to the relevant third parties. Accordingly all 6.01 All payments to be made by the Borrower under this Agreement and/or any of the Security Documents shall, subject to the provisions of the Proceeds Deeds, shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in clause 6.7 (Grossing-up for Taxes)Clause 6.07, free and clear of any deductions or withholdings, in Dollars not later than 10:00 a.m. (except for costs, charges or expenses which shall, at the request of the Facility Agent, be payable in the currency in which they are incurredlocal time) on the due date to the account of the Facility Agent at such Lender as the Facility Agent may from time to time specify for this purpose.
6.1. 17Save where this Agreement specifically provides for a payment to be made Receiving Bank for the account of a particular Lender (including, without limitation, clauses 3.1 (Normal interest rate), 4.6 (Additional voluntary prepayment), 5.2 (Expenses), 6.7 (Grossing-up for Taxes), 11 (Indemnities), 12.1 (Unlawfulness) and 12.2 (Increased Costs)) in which case the Facility Agent or to such other account as the Agent shall distribute the relevant payment have notified to the Lender concerned, payments to be made Borrower. Save as otherwise expressly agreed by the Borrower under this Agreement parties hereto, such payments shall be for the account of all the Lenders according to their respective Contributions and the Facility Agent shall forthwith distribute such payments to the Lenders in like funds as are received by the Facility Agent. Payments due from the Agent to the Lenders rateably shall be made to the Lenders at such accounts as they notify to the Agent from time to time.
6.02 All sums to be advanced by the Lenders under this Agreement shall be remitted in Dollars, on the relevant Drawdown Date of each Advance to such account of the Agent as the Agent may have notified the Lenders and shall be paid by the Agent on that date in like funds as are received by the Agent to the account of the Borrower or to such account as the Borrower may direct as specified in the relevant Drawdown Notice.
6.03 Where any sum is to be paid hereunder to the Agent for account of another person, the Agent may assume that the payment will be made when due and may (but shall not be obliged to) make such sum available to the person so entitled. If it proves to be the case that such payment was not made to the Agent, then the persons to whom such sum was so made available shall on request refund such sum to the Agent together with interest thereon sufficient to compensate the Agent for the cost of making available such sum up to the date of such repayment. The provisions of this Clause 6.03 shall be without prejudice to the Borrower's rights against the Lender concerned under Clause 2.03 where any Lender has failed to make any payment due to the Agent for the account of the Borrower on its due date.
6.04 When any payment under this Agreement or any of the Security Documents would otherwise be due on a day which is not a Banking Day, the due date for payment shall be extended to the next following Banking Day unless such Banking Day falls in the next calendar month in which case payment shall be made on the immediately preceding Banking Day.
6.05 All interest and other payments of an annual nature under this Agreement or any of the Security Documents shall accrue from day to day and be calculated on the basis of actual days elapsed and a three hundred and sixty (360) day year.
6.06 Any certificate or determination of the Agent (after consultation with the Lead Arranger, the Arrangers, and the Lenders as to any rate of interest or any other amount payable under this Agreement or any of the Security Documents) shall, in the absence of manifest error, be conclusive and binding on the Borrower and on each of the Lenders.
6.07 Subject to the provision of this Clause 6, if at any time any applicable law, regulation or regulatory requirement or any governmental authority, monetary agency or central bank requires the Borrower to make any deduction or withholding in respect of Taxes from any payment due under this Agreement or any of the Security Documents, the sum due from the Borrower 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 and each of the Lenders receive 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 they would have received had no such deduction or withholding been required to be made and the Borrower shall indemnify the Lenders and the Agent against any losses or costs incurred by them 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.
(a) is entitled, without material rearrangement of its Tax affairs, to receive, or is granted by any relevant Tax authority, any credit against or relief from its liability to any Tax), in respect of any Tax on account of which a deduction or withholding has been made from any sum payable by the Borrower under or in relation to this Agreement and in respect of which the Borrower has paid in full an increased amount pursuant to Clause 6, then such Relevant Person shall to the extent that it can do so without affecting its rights as against the relevant Tax authority to retain such credit or relief, act (but without any legal obligation to do so) in good faith so as to refund to the Borrower that amount (not exceeding the amount by which the relevant amount payable by the Borrower was increased to compensate for such deduction or withholding) of such credit or relief which is determined by such Relevant Person in its sole discretion to be attributable to such deduction or withholding after subtracting any reasonable expenses attributable to the determination thereof Provided that this provision shall in no way interfere with the liberty of each Relevant Person to arrange its tax affairs in whatsoever manner it thinks fit or oblige a Relevant Person to disclose details of the same to the Borrower.
(b) The Agent and each Lender shall consider any request from the Borrower to take action to avoid the incidence of any deduction or withholding by applying for any appropriate relief, waiver or exemption from the same, and in addition shall consider in their absolute discretion, subject to indemnification by the Borrower for any costs incurred by the Lenders and/or the Agent and to obtaining any necessary consents and authorisations, fulfilling its obligations through another lending office or transferring its rights and obligations at par to one or more of its Affiliates if such transfer would result in there being no requirement for a deduction or withholding Provided that neither the Agent or any Lender shall by reason of this Clause 6.08(b) be under any legal obligation to take any action whatsoever.
6.09 Notwithstanding anything to the contrary in this Agreement or in any of the other Security Documents, the Borrower shall not (unless an Event of Default has occurred and is continuing) be obliged to make any payment to or for the account of the Agent or any Lender in respect of any of the following:
(a) (save as set out in Clause 5) the normal administrative costs and expenses of the Agent or any Lender;
(b) any Tax on or in respect of the overall net income of the Agent or any Lender or of a division or branch of the Agent or any Lender wherever imposed;
(c) penalties, additions to Taxes, fines or interest on Taxes which would not have arisen but for a reasonably avoidable delay or failure by the Agent or any Lender in the filing of Tax returns or payment of Taxes assessed on the Agent or any Lender, which delay or failure has not directly or indirectly been consented to, caused by or requested by the Borrower; or
(d) any Tax which would not have arisen for an act or omission of the Agent or any Lender which constitutes wilful misconduct or gross negligence on its part.
6.10 Each Lender shall maintain, in accordance with their Commitments its usual practice, an account or Contributionsaccounts evidencing the amounts from time to time lent by, owing to and paid to it, under this Agreement and the Security Documents. The Agent will maintain a control account showing the Loan and other sum owing by the Borrower under this Agreement and all payments in respect thereof made by the Borrower from time to time. Such control account shall in the absence of manifest error be conclusive as to the case may beamount from time to time owing by the Borrower under this Agreement and the Security Documents.
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