Common use of Withholding Gross-Up Clause in Contracts

Withholding Gross-Up. Payments received by PFG from any Obligor under or arising out of this Agreement or the other Note Documents will be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body (including any interest, additions to tax or penalties applicable thereto) except as required by any Governmental Body, applicable law, regulation or international agreement. Specifically, however, if at any time any Governmental Body, applicable law, regulation or international agreement requires such Obligor to make any withholding or deduction for taxes other than Excluded Taxes (“Indemnified Taxes”) from any such payment or other sum payable hereunder to PFG, Borrower shall procure that the amount due from such Obligor with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, PFG receives a net sum equal to the sum which it would have received had no withholding or deduction for Indemnified Taxes been required, and such Obligor shall pay the full amount withheld or deducted to the relevant Governmental Body. PFG shall deliver to Borrower a properly completed and duly executed Internal Revenue Service Form W-9, and such other documentation reasonably requested by Borrower, establishing that PFG is not subject to U.S. backup withholding Tax or withholding under FATCA with respect to payments received from any Obligor under this Agreement. Borrower will, upon request, furnish or procure for PFG proof reasonably satisfactory to PFG indicating that such Obligor has made any required withholding payment; provided, however, that such Obligor need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower in respect of itself in each other Obligor contained in this Section 8.21 shall survive the termination of this Agreement.

Withholding Gross-Up. Payments received by PFG from any Obligor Borrower under or arising out of this Agreement or the other Note Documents will be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body (including any interest, additions to tax or penalties applicable thereto) except as required by any Governmental Body, applicable law, regulation or international agreement). Specifically, however, if at any time any Governmental Body, applicable law, regulation or international agreement requires such Obligor Borrower to make any withholding or deduction for taxes other than Excluded Taxes (“Indemnified Taxes”) from any such payment or other sum payable hereunder to PFG, Borrower shall procure hereby covenants and agrees that the amount due from such Obligor Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, PFG receives a net sum equal to the sum which it would have received had no withholding or deduction for Indemnified Taxes been required, and such Obligor Borrower shall pay the full amount withheld or deducted to the relevant Governmental Body. PFG shall deliver to Borrower a properly completed and duly executed Internal Revenue Service Form W-9, and such other documentation reasonably requested by Borrower, establishing that PFG is not subject to U.S. backup withholding Tax or withholding under FATCA with respect to payments received from any Obligor under this Agreement. Borrower will, upon request, furnish or procure for PFG with proof reasonably satisfactory to PFG indicating that such Obligor Borrower has made any required such withholding payment; provided, however, that such Obligor Borrower need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower in respect of itself in each other Obligor contained in this Section 8.21 shall survive the termination of this Agreement.