Common use of Withholding Gross-Up Clause in Contracts

Withholding Gross-Up. All payments to be made by Borrower under this Agreement, whether in respect of principal, interest, fees or otherwise, shall (save insofar as required by law to the contrary) be paid in full without any set-off or counterclaim and free and clear of and without any deduction or withholding or payment for or on account of any taxes that may be imposed in Australia or in any other jurisdiction from which payment may be made by Borrower under this Agreement. If Borrower shall be required by law to effect any deduction or withholding or payment as aforesaid from or in connection with any payment made under this Agreement for the account of a Noteholder then: (a) Borrower shall promptly notify PFG upon becoming aware of the relevant requirements to deduct any such deduction or withholding or payment; (b) Borrower shall ensure that such deduction or withholding or payment does not exceed the minimum legal liability therefor, shall remit the amount of such tax to the appropriate taxation authority and shall forthwith pay to the Noteholder such additional amount as will result in the immediate receipt by the Noteholder of the full amount which would otherwise have been receivable hereunder had no such deduction or withholding or payment been made; and (c) Borrower shall not later than 50 days after each deduction or withholding or payment of any taxes forward to PFG documentary evidence reasonably required by PFG in respect of the payment of any such taxes.

Withholding Gross-Up. All payments to be made by Borrower under this Agreement, whether in respect of principal, interest, fees or otherwise, shall (save insofar as required by law to the contrary) be paid in full without any set-off set‑off or counterclaim and free and clear of and without any deduction or withholding or payment for or on account of any taxes Taxes that may be imposed in Australia the United Kingdom or in any other jurisdiction from which payment may be made by Borrower under this AgreementAgreement excluding Taxes on income of Bank. If Borrower shall be required by law to effect any deduction or withholding or payment as aforesaid from or in connection with any payment made under this Agreement for the account of a Noteholder Bank then: (a) Borrower shall promptly notify PFG Bank upon becoming aware of the relevant requirements to deduct any such deduction or withholding or payment; (b) Borrower shall ensure that such deduction or withholding or payment does not exceed the minimum legal liability therefor, shall remit the amount of such tax Tax to the appropriate taxation Taxation authority and shall forthwith pay to the Noteholder Bank such additional amount as will result in the immediate receipt by the Noteholder Bank of the full amount which would otherwise have been receivable hereunder had no such deduction or withholding or payment been made; and (c) Borrower shall not later than 50 fifty (50) days after each deduction or withholding or payment of any taxes Taxes forward to PFG Bank documentary evidence reasonably required by PFG Bank in respect of the payment of any such taxes.Taxes. 9.7

Withholding Gross-Up. All payments to be made by Borrower Guarantor under this AgreementGuaranty, whether in respect of principal, interest, fees or otherwise, shall (save insofar as required by law to the contrary) be paid in full without any set-off or counterclaim and free and clear of and without any deduction or withholding or payment for or on account of any taxes that may be imposed in Australia the United Kingdom, Canada, or in any other jurisdiction from which payment may be made by Borrower Guarantor under this AgreementGuaranty. If Borrower Guarantor shall be required by law to effect any deduction or withholding or payment as aforesaid from or in connection with any payment made under this Agreement Guaranty for the account of a Noteholder PFG then: (a) Borrower Guarantor shall promptly notify PFG upon becoming aware of the relevant requirements to deduct any such deduction or withholding or payment; (b) Borrower Guarantor shall ensure that such deduction or withholding or payment does not exceed the minimum legal liability therefor, shall remit the amount of such tax to the appropriate taxation authority and shall forthwith pay to the Noteholder PFG such additional amount as will result in the immediate receipt by the Noteholder PFG of the full amount which would otherwise have been receivable hereunder had no such deduction or withholding or payment been made; and (c) Borrower Guarantor shall not later than 50 days after each deduction or withholding or payment of any taxes forward to PFG documentary evidence reasonably required by PFG in respect of the payment of any such taxes.