Template:Nutshell 2002 ISDA 2(d)(i)

2(d)(i) Gross-Up. The parties must pay without withholding unless required by law. Where a payer has to withhold, it must:—

(1) promptly tell the recipient;

(2) promptly pay the withheld amount to the relevant authorities (including the withholding on any required gross-up);

(3) give the recipient a receipt for the tax payment; and

(4) gross up any Indemnifiable Tax, so that the recipient receives the amount it would otherwise have received (free of Indemnifiable Taxes).

However, the payer need not gross up any withholding that arose only because:—

(A) the recipient did not provide Section 4(a) tax information, or breached its Payee Tax Representations; or

(B) the recipient's Payee Tax Representations were untrue other than because of (I) any regulatory action taken after execution of the Transaction or (II) a Change in Tax Law.