Common use of Payment by Borrowers Clause in Contracts

Payment by Borrowers. The Borrowers agree, jointly and severally, that they will pay all of the Agent’s fees as agreed between the Agent and Lenders for its services hereunder and will pay or reimburse the Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Agent in the administration of its duties hereunder (including, without limitation, reasonable legal fees and expenses and the reasonable compensation of all professionals and other advisers, agents or experts employed or retained pursuant to this Agreement). In addition to and without limiting any other protection of the Agent hereunder or otherwise by law, the Borrowers shall, jointly and severally, indemnify the Agent for any and all liabilities, obligations, losses, damages, penalties, actions, claims, demands, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be suffered by, imposed on, incurred by or asserted against the Agent whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Agent in any way relating to or arising out of this Agreement or any Loan Document or any of the Collateral or the enforcement of any of the terms of any thereof, including fees and expenses of special counsel; provided that neither Borrower shall be liable for any such payment to the Agent to the extent the obligation to make such payment arises solely from such the Agent’s gross negligence or wilful misconduct. All statements from the Agent or any other Person for obligations owing by the Borrowers pursuant to the preceding sentence shall be sent to Lenders in the first instance but may thereafter be sent to the Borrowers if timely payment is not made. Any amount due under this Section 12.1 and unpaid 30 days after request for such payment will bear interest from the expiration of such 30 days at a rate per annum equal to the then current rate charged by the Agent from time to time, payable on demand. All amounts so payable and the interest thereon will be payable out of any assets in the possession of the Agent in priority to amounts owing to any and all other parties.

Payment by Borrowers. The Borrowers agree, jointly and severally, that they will pay all of the Agent’s fees as agreed between the Agent and Lenders for its services hereunder and will pay or reimburse the Agent upon its request for all reasonable expenses, disbursements and advances incurred or All payments made by the Agent in the administration of its duties Borrowers hereunder (including, without limitation, reasonable legal fees payments under Article IV hereof) or under the Notes shall be made free and expenses clear of and without deduction for any present or future income, stamp or other taxes, levies, imposts, deductions, charges, fees, withholding, restrictions or conditions of any nature now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction (whether pursuant to United FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 35 42 States Federal, state or local or foreign law) or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities, excluding franchise taxes and taxes based on the overall net income of the Administrative Agent, any other Co-Documentation Agent, any Lender or its Applicable Lending Office (such non-excluded taxes are hereinafter collectively referred to as the "Taxes"). If the Borrowers shall be required by law to deduct or to withhold any Taxes from or in respect of any amount payable hereunder, (i) unless the applicable Lender has failed to deliver a United States Internal Revenue Service Form 1001 or 4224 or other applicable form in accordance with Section 3.06(b) and the reasonable compensation Borrowers have notified the applicable Lender of such failure, the amount so payable shall be increased to the extent necessary so that after making all professionals required deductions and other adviserswithholdings (including Taxes on amounts payable to the Lender) the applicable Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, agents (ii) the Borrowers shall make such deductions or experts employed withholdings, and (iii) the Borrowers shall jointly and severally pay the full amount deducted or retained pursuant withheld to this Agreement)the relevant taxation authority in accordance with applicable law. Whenever any Tax is payable by the Borrowers, as promptly as possible thereafter the Borrowers shall send the Administrative Agent and each affected Lender an official receipt showing payment. In addition to and without limiting any other protection of the Agent hereunder or otherwise by lawaddition, the Borrowers shall, jointly and severallyseverally agree to pay any present or future taxes, charges or similar levies (excluding franchise taxes, and taxes based on the overall net income of the Administrative Agent, any Co-Documentation Agent, any Lender or its Applicable Lending Office) which arise from any payment made hereunder or from the execution, delivery, performance, recordation or filing of, or otherwise with respect to, this Agreement, the Notes or any other Loan Document (hereinafter referred to as "Other Taxes"). The Borrowers jointly and severally will indemnify the Administrative Agent, any Co-Documentation Agent and each Lender for the full amount of Taxes or Other Taxes (including, any and all liabilitiesTaxes or Other Taxes on amounts payable to the Administrative Agent, obligationsany Co-Documentation Agent, losses, damages, penalties, actions, claims, demands, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be suffered by, imposed on, incurred by or asserted against the Agent whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Agent in any way relating to or arising out of this Agreement or any Loan Document or Lender under this paragraph) paid by the Administrative Agent, any of the Collateral or the enforcement of any of the terms of any thereof, including fees and expenses of special counsel; provided that neither Borrower shall be liable for any such payment to the Agent to the extent the obligation to make such payment arises solely from such the Agent’s gross negligence or wilful misconduct. All statements from the Co-Documentation Agent or any other Person for obligations owing Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, upon written demand by the Borrowers pursuant to the preceding sentence shall be sent to Lenders in the first instance but may thereafter be sent to the Borrowers if timely payment is not made. Any amount due under this Section 12.1 and unpaid 30 days after request for Administrative Agent, any Co-Documentation Agent or such payment will bear interest from the expiration of such 30 days at a rate per annum equal to the then current rate charged by the Agent from time to time, payable on demand. All amounts so payable and the interest thereon will be payable out of any assets in the possession of the Agent in priority to amounts owing to any and all other partiesLender therefor.

Payment by Borrowers. The Borrowers agree, jointly and severally, that they will pay all of the Agent’s fees as agreed between the Agent and Lenders for its services hereunder and will pay or reimburse the Agent upon its request for all reasonable expenses, disbursements and advances incurred or All payments made by the Agent in the administration of its duties Borrowers hereunder (including, without limitation, reasonable legal fees payments under Article IV hereof) or under the Notes shall be made free and expenses clear of and without deduction for any present or future income, stamp or other taxes, levies, imposts, deductions, charges, fees, withholding, restrictions or conditions of any nature now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction (whether pursuant to United States Federal, state or local or foreign law) or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities, excluding franchise taxes and taxes based on the overall net income of the Administrative Agent, any other Co-Agent, any Lender or its Applicable Lending Office (such non-excluded taxes are hereinafter collectively referred to as the "Taxes"). If the Borrowers shall be required by law to deduct or to withhold any Taxes from or in respect of any amount payable hereunder, (i) unless the applicable Lender has failed to deliver a United States Internal Revenue Service Form 1001 or 4224 or other applicable form in accordance with Section 3.06(b) and the reasonable compensation Borrowers have notified the applicable Lender of such failure, the amount so payable shall be increased to the extent necessary so that after making all professionals required deductions and other adviserswithholdings (including Taxes on amounts payable to the Lender) the applicable Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, agents (ii) the Borrowers shall make such deductions or experts employed withholdings, and (iii) the Borrowers shall jointly and severally pay the full amount deducted or retained pursuant withheld to this Agreement)the relevant taxation authority in accordance with applicable law. Whenever any Tax is payable by the Borrowers, as promptly as possible thereafter the Borrowers shall send the Administrative Agent and each affected Lender an official receipt showing payment. In addition to and without limiting any other protection of the Agent hereunder or otherwise by lawaddition, the Borrowers shall, jointly and severallyseverally agree to pay any present or future taxes, charges or similar levies (excluding franchise taxes, and taxes based on the overall net income of the Administrative Agent, any Co-Agent, any Lender or its Applicable Lending Office) which arise from any payment made hereunder or from the execution, delivery, performance, recordation or filing of, or otherwise with respect to, this Agreement, the Notes or any other Loan Document (hereinafter referred to as "Other Taxes"). The Borrowers jointly and severally will indemnify the Administrative Agent, any Co-Agent and each Lender for the full amount of Taxes or Other Taxes (including, any and all liabilitiesTaxes or Other Taxes on amounts payable to the Administrative Agent, obligationsany Co-Agent, losses, damages, penalties, actions, claims, demands, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be suffered by, imposed on, incurred by or asserted against the Agent whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Agent in any way relating to or arising out of this Agreement or any Loan Document or Lender under this paragraph) paid by the Administrative Agent, any of the Collateral or the enforcement of any of the terms of any thereof, including fees and expenses of special counsel; provided that neither Borrower shall be liable for any such payment to the Agent to the extent the obligation to make such payment arises solely from such the Agent’s gross negligence or wilful misconduct. All statements from the Co-Agent or any other Person for obligations owing Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, upon written demand by the Borrowers pursuant to the preceding sentence shall be sent to Lenders in the first instance but may thereafter be sent to the Borrowers if timely payment is not made. Any amount due under this Section 12.1 and unpaid 30 days after request for Administrative Agent, any Co-Agent or such payment will bear interest from the expiration of such 30 days at a rate per annum equal to the then current rate charged by the Agent from time to time, payable on demand. All amounts so payable and the interest thereon will be payable out of any assets in the possession of the Agent in priority to amounts owing to any and all other partiesLender therefor.