Common use of Closed-End Administrative Agent Clause in Contracts

Closed-End Administrative Agent. The Borrower, or the Titling Trust Administrator on behalf of the Borrower, will pay the Closed-End Administrative Agent, as compensation for its services under this Collateral Agency Agreement, such fees as have been separately agreed upon from time to time between the Borrower and the Closed-End Administrative Agent. The Borrower, or the Titling Trust Administrator on behalf of the Borrower, will reimburse the Closed-End Administrative Agent from time to time for all reasonable out-of-pocket expenses incurred by the Closed-End Administrative Agent, including costs of collection and the reasonable compensation, expenses and disbursements of its agents, counsel and accountants, but excluding any expenses incurred by the Closed-End Administrative Agent through its own willful misconduct, negligence or bad faith. The obligations of the Borrower to the Closed-End Collateral Agent pursuant to this Section 2.3(b) will survive the termination of this Collateral Agency Agreement. Any expenses incurred by the Closed-End Administrative Agent after the occurrence of an Event of Bankruptcy are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law.