Common use of Compensation and Expense Clause in Contracts

Compensation and Expense. The Grantors, jointly and severally, agree to pay to the Joint Collateral Agent and any co-collateral agents or successor collateral agents appointed hereunder, from time to time upon demand, (a) compensation for their services hereunder and under the Loan and Notes Security Documents and for administering the Collateral and the Loan and Notes Collateral Account in such amounts as the Grantors shall from time to time agree with the Joint Collateral Agent and (b) all the reasonable fees, costs and out-of-pocket expenses incurred by any of them (including, without limitation, the reasonable fees and disbursements of counsel) (i) arising in connection with the preparation, execution, delivery, modification and termination of this Agreement, and each Loan and Notes Security Document or the enforcement of any of the provisions hereof or thereof or (ii) incurred or required to be advanced in connection with the administration of the Collateral, the Loan and Notes Collateral Account, the sale or other disposition of Collateral pursuant to any Loan and Notes Security Document and the preservation, protection or defense of their rights under this Agreement and in and to the Collateral and the Loan and Notes Collateral Account. Each Grantor’s obligations under this Section 5.03 shall survive the termination of this Agreement, termination of the Collateral, the Discharge of the Loan and Notes Obligations, and the removal or resignation of the Joint Collateral Agent.