Common use of Compensation and Reimbursement of Expenses Clause in Contracts

Compensation and Reimbursement of Expenses. The Parties shall compensate Escrow Agent for its services hereunder in accordance with Exhibit 3 attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses incurred in the performance of its duties and enforcement of its rights hereunder and otherwise in connection with the preparation, operation, administration and enforcement of this Escrow Agreement, including, without limitation, attorneys’ fees, brokerage costs and related expenses incurred by Escrow Agent (collectively, the “Fees”). All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable within ten (10) Business Days following the Parties’ receipt of notice from Escrow Agent that such payment should be made. The Parties agree that the Fees shall be borne equally by the Parties and the Fees may be deducted from the Escrow Funds. Solely in the event and to the extent that the Parties shall have failed to provide payment to Escrow Agent within the ten (10) Business Day period set forth in the preceding sentence, Escrow Agent is authorized to disburse to itself from the Escrow Funds the amount(s) not paid, subject to Escrow Agent’s restoration of such payment to the Escrow Funds should the applicable payment be later received by Escrow Agent.

Compensation and Reimbursement of Expenses. The Parties shall compensate Seller, Purchaser and PBGC hereby agree that the Escrow Agent may withdraw funds out of the Escrowed Property to satisfy the Escrow Agent's fees for its services hereunder in accordance with Exhibit 3 the Escrow Agent's fee schedule as attached as Schedule I hereto andas in effect from time to time; provided, however, the Escrow Agent shall provide written notice (the "WITHDRAWAL NOTICE") to the Seller, Purchaser and PBGC ten (10) business days notice of any pending withdrawal of funds in accordance with this SECTION 11 and shall not effectuate such withdrawal if Seller, Purchaser or PBGC shall object to such withdrawal prior to the effective date set forth in the Withdrawal Notice. In addition, shall Seller, Purchaser and PBGC, each agree that the Escrow Agent may withdraw funds out of the Escrowed Property to reimburse the Escrow Agent for all of its reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties and enforcement of its rights hereunder and otherwise in connection with the preparation, operation, administration and enforcement of this Escrow Agreement, including, without limitation, attorneys’ ' fees, brokerage costs and related expenses incurred by the Escrow Agent Agent, in each case to the extent reasonably necessary (collectively, the “Fees”"OTHER EXPENSES"). All of Notwithstanding the compensation and reimbursement obligations set forth in this Section 10 shall be payable within ten (10) Business Days following foregoing, the Parties’ receipt of notice from Escrow Agent that shall have no right to withdraw funds from the Escrowed Property for any Other Expenses to the extent such payment should be made. The Parties agree that the Fees shall be borne equally by the Parties and the Fees may be deducted expenses arise out of, relate to or result from the Escrow Funds. Solely in Agent's material breach of this Escrow Agreement or the event and to gross negligence, willful misconduct or fraud of the extent that the Parties shall have failed to provide payment to Escrow Agent within the ten (10) Business Day period set forth in the preceding sentence, Escrow Agent is authorized to disburse to itself from the Escrow Funds the amount(s) not paid, subject to Escrow Agent’s restoration of such payment to the Escrow Funds should the applicable payment be later received by Escrow Agent.